SUBSEQUENT EVENTS	3 Months Ended
Mar. 31, 2021
SUBSEQUENT EVENTS
13. SUBSEQUENT EVENTS	On March 12, 2021 the Company, through its wholly owned subsidiary Empire New Mexico entered into a purchase and sale agreement with XTO Holdings, LLC (a subsidiary of ExxonMobil) (the “Seller’) to acquire, among other things, certain oil and natural gas properties in New Mexico. The purchase price is $17,800,000 subject to customary adjustments. The Company wired a deposit of $1,780,000 to the Seller on March 12, 2021. As a part of the transaction, the Company established Empire New Mexico, LLC. The effective date of the transactions contemplated by the purchase and sale agreement is January 1, 2021 and the transaction closed on May 14, 2021. As a condition of the sale, the Company purchased a $5,000,000 performance bond for the benefit of the seller for proper plugging, abandonment and restoration of the purchased properties. The performance bond is collateralized with a letter of credit in the amount of $3,750,000 which is collateralized with a bank certificate of deposit. In addition, the Company is required to deposit $100,000 per month, up to $1,250,000, into a sinking fund to be held by the surety. On May 10, 2021 the Company entered into a Promissory Note Agreement with Bank of Oklahoma, NA in the amount of $3,750,000 which is due on demand with an interest rate established by the Bank, currently at 4 percent. The Note is collateralized with a certificate of deposit in a similar amount at Bank of Oklahoma. On March 22, 2021 the Company, through its wholly owned subsidiary, Empire ND Acquisitions, LLC, entered into a purchase and sale agreement with 31 Group, LLC to acquire among other things, certain oil and gas properties in North Dakota. The purchase price is $900,000, payable one year from the closing date, and is reduced by certain expenses which the Company may incur relating to the properties or assessment of certain wells as uneconomic for up to one year from the closing date. As a part of the transaction, the Company established Empire ND Acquisition, LLC. The transaction closed on May 7, 2021. On April 26, 2021, the Company filed for forgiveness of its Paycheck Protection Program (“PPP”) loan. The application seeks forgiveness of the entire amount and is subject to approval of the U.S. Small Business Administration. On April 30,2021 the Company received a Second Draw SBA Payroll Protection Plan (“PPP”) loan for $106,850. The loan matures on April 30, 2026 and has an interest rate of 1%. There are no payments due until ten months after the covered period at which time the payment amount will be determined based on the portion of the loan which has not been forgiven under criteria established by the SBA, using an amortization of the remaining term of the loan. The Company will seek forgiveness for the entire loan amount subject to approval of the United States Small Business Administration. On April 1, 2021, the Company paid its $378,000 unsecured loan to the previous owners of Pardus Oil & Gas as per the terms on the Note (See Note 8). On May 14, 2021 the Company entered into a Senior Secured Convertible Note Agreement (the “Note”) in the amount of $16,250,000 with Energy Evolution Master Fund, LLC (“Energy Evolution”). The Note is collateralized by all assets of Empire New Mexico, matures on December 31, 2021 and bears an interest rate of 3.8%. The Note provides that up to 40% of the balance can be converted into the Company’s common stock at the lesser of $1.25 per share or the offering price if the Company has a subsequent capital raise. Additionally, the conversion price is reduced by $0.25 per share if any amount is due on the Note as of October 1, 2021 or the Company has not filed a registration statement with the United States Securities and Exchange Commission within 120 days of the Note. If the registration statement described above is not filed within 120 days, Energy Evolution has the option to convert 50% of the Note amount into common stock of the Company at a rate of $1.00 per share. The Note also provides that Energy Evolution, which is an affiliated organization of Petroleum & Independent Exploration, LLC and related entities (“PIE”), or its affiliated organization may appoint an additional member to the Company’s Board of Directors, for a total of three appointed members, and that one of the appointed members shall be appointed as Chairman of the Board of Directors. Energy Evolution received a closing fee for the Note of 1,500,000 shares of the Company’s common stock and warrants to purchase 3,000,000 shares of common stock for $1.00 per share which expire on May 14, 2022. In May, 2021 the Company entered into $3,243,000 of Unsecured Convertible Notes (the “Unsecured Notes”) with a group of accredited investors. The Unsecured Notes mature on May 9, 2022 with a single payment and bear interest at 5%. The Unsecured Note holders may convert their notes to common stock of the Company at the lesser of $1.25 per share or the price per share offered by the Company if the Company has a future capital raise. In April 2021, the Company’s Board of Directors approved a resolution granting non-employee directors’ compensation in the amount of $48,000 per year. The Company has two non-employee directors. In April and May 2021, warrants to purchase 1,845,714 shares of the Company’s common stock were exercised. The Company realized $823,857 from the exercise.

On March 12, 2021 the Company, through its wholly owned subsidiary Empire New Mexico entered into a purchase and sale agreement with XTO Holdings, LLC (a subsidiary of ExxonMobil) (the “Seller’) to acquire, among other things, certain oil and natural gas properties in New Mexico. The purchase price is $17,800,000 subject to customary adjustments. The Company wired a deposit of $1,780,000 to the Seller on March 12, 2021. As a part of the transaction, the Company established Empire New Mexico, LLC. The effective date of the transactions contemplated by the purchase and sale agreement is January 1, 2021 and the transaction closed on May 14, 2021. As a condition of the sale, the Company purchased a $5,000,000 performance bond for the benefit of the seller for proper plugging, abandonment and restoration of the purchased properties. The performance bond is collateralized with a letter of credit in the amount of $3,750,000 which is collateralized with a bank certificate of deposit. In addition, the Company is required to deposit $100,000 per month, up to $1,250,000, into a sinking fund to be held by the surety. On May 10, 2021 the Company entered into a Promissory Note Agreement with Bank of Oklahoma, NA in the amount of $3,750,000 which is due on demand with an interest rate established by the Bank, currently at 4 percent. The Note is collateralized with a certificate of deposit in a similar amount at Bank of Oklahoma.

On March 22, 2021 the Company, through its wholly owned subsidiary, Empire ND Acquisitions, LLC, entered into a purchase and sale agreement with 31 Group, LLC to acquire among other things, certain oil and gas properties in North Dakota. The purchase price is $900,000, payable one year from the closing date, and is reduced by certain expenses which the Company may incur relating to the properties or assessment of certain wells as uneconomic for up to one year from the closing date. As a part of the transaction, the Company established Empire ND Acquisition, LLC. The transaction closed on May 7, 2021.

On April 26, 2021, the Company filed for forgiveness of its Paycheck Protection Program (“PPP”) loan. The application seeks forgiveness of the entire amount and is subject to approval of the U.S. Small Business Administration.

On April 30,2021 the Company received a Second Draw SBA Payroll Protection Plan (“PPP”) loan for $106,850. The loan matures on April 30, 2026 and has an interest rate of 1%. There are no payments due until ten months after the covered period at which time the payment amount will be determined based on the portion of the loan which has not been forgiven under criteria established by the SBA, using an amortization of the remaining term of the loan. The Company will seek forgiveness for the entire loan amount subject to approval of the United States Small Business Administration.

On April 1, 2021, the Company paid its $378,000 unsecured loan to the previous owners of Pardus Oil & Gas as per the terms on the Note (See Note 8).

On May 14, 2021 the Company entered into a Senior Secured Convertible Note Agreement (the “Note”) in the amount of $16,250,000 with Energy Evolution Master Fund, LLC (“Energy Evolution”). The Note is collateralized by all assets of Empire New Mexico, matures on December 31, 2021 and bears an interest rate of 3.8%. The Note provides that up to 40% of the balance can be converted into the Company’s common stock at the lesser of $1.25 per share or the offering price if the Company has a subsequent capital raise. Additionally, the conversion price is reduced by $0.25 per share if any amount is due on the Note as of October 1, 2021 or the Company has not filed a registration statement with the United States Securities and Exchange Commission within 120 days of the Note. If the registration statement described above is not filed within 120 days, Energy Evolution has the option to convert 50% of the Note amount into common stock of the Company at a rate of $1.00 per share. The Note also provides that Energy Evolution, which is an affiliated organization of Petroleum & Independent Exploration, LLC and related entities (“PIE”), or its affiliated organization may appoint an additional member to the Company’s Board of Directors, for a total of three appointed members, and that one of the appointed members shall be appointed as Chairman of the Board of Directors. Energy Evolution received a closing fee for the Note of 1,500,000 shares of the Company’s common stock and warrants to purchase 3,000,000 shares of common stock for $1.00 per share which expire on May 14, 2022.

In May, 2021 the Company entered into $3,243,000 of Unsecured Convertible Notes (the “Unsecured Notes”) with a group of accredited investors. The Unsecured Notes mature on May 9, 2022 with a single payment and bear interest at 5%. The Unsecured Note holders may convert their notes to common stock of the Company at the lesser of $1.25 per share or the price per share offered by the Company if the Company has a future capital raise.

In April 2021, the Company’s Board of Directors approved a resolution granting non-employee directors’ compensation in the amount of $48,000 per year. The Company has two non-employee directors.

In April and May 2021, warrants to purchase 1,845,714 shares of the Company’s common stock were exercised. The Company realized $823,857 from the exercise.