Annual report pursuant to Section 13 and 15(d)

Notes Payable

v3.21.1
Notes Payable
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Notes Payable

NOTE 7. NOTES PAYABLE

 

    Interest rate     Date of maturity     December 31, 2019     December 31, 2018  
Backhoe loan (i)     2.9 %     May 8, 2017     $     $ 32,601  
Truck loan (ii)     5.49 %     January 20, 2022       16,141       23,237  
Credit note I (iii)     12 %     May 11, 2021       800,000       800,000  
Credit note II (iv)     12 %     October 17, 2019       346,038       196,038  
Credit note III (v)     15 %     April 25, 2021       750,000        
Discount on credit note III                 (25,101 )      
Mark Allen (not related party at balance sheet date)     12 %     June 30, 2021       200,000        
M. Hortwitz     10 %     October 14, 2016       10,000       10,000  
                      2,097,078       1,061,876  
Current portion:                                
Truck loan                     7,502       15,999  
Credit note I                     90,000       710,000  
Credit note II                     346,038        
Mark Allen                     200,000        
M. Hortwitz                     10,000        
Current portion of notes payable                   $ 653,540     $ 725,999  

 

  (i) On May 8, 2014, the Company, purchased a backhoe. The Company assumed an installment note in the amount of $57,613 for a term of three years and interest at 2.9% per annum. The backhoe was returned to the seller, consequently the outstanding debt balance of $32,601 was forgiven in 2019.
     
  (ii) On January 6, 2017, the Company purchased a truck and entered into an installment note in the amount of $35,677 for a term of five years and interest at 5.49% per annum. Payments of principal and interest in the amount of $683 are due monthly.
     
  (iii) On May 9, 2018, Bow entered into an Amended and Restated Loan Agreement with a third party. The Loan Agreement increased by $800,000 the amount of a previous loan agreement entered into between Bow and the Lender, to $1,530,000. The amount owed under the Loan Agreement accrues interest at the rate of 12% per annum (19% upon the occurrence of an event of default) and is due and payable on May 11, 2021, provided that the amount owed can be prepaid prior to maturity, beginning 60 days after the date of the Loan Agreement, provided that the Company gives the Lender 10 days’ notice of our intent to repay and pays the Lender the interest which would have been due through the maturity date at the time of repayment. The Loan Agreement contains standard and customary events of default, including cross defaults under other indebtedness obligations of us and Bow, and the occurrence of any event which would have a material adverse effect on us or Bow. The Company is required to make principal payments of $10,000 per month from January through September 2019 with the remaining balance of $710,000 due at maturity on May 11, 2021.

 

    The additional $800,000 borrowed in connection with the entry into the Loan Agreement was used by the Company to acquire the Working Interest in the Canadian Properties described in Note 6.
     
    In order to induce the Lender to enter into the Loan Agreement, the Company agreed to issue the Lender 500,000 shares of restricted common stock (the “Loan Shares”), which were issued on May 18, 2018, and warrants to purchase 2,320,000 shares of common stock (the “Loan Warrants”), of which warrants to purchase (a) 320,000 shares of common stock have an exercise price of $0.10 per share in Canadian dollars and expire in May 15, 2021, (b) 500,000 shares of common stock have an exercise price of $0.12 per share in U.S. dollars, and expire on May 15, 2021; and (c) 1,500,000 shares of common stock have an exercise price of $0.10 per share in U.S. dollars and expire on May 15, 2020.
     
    The fair value of the 500,000 common shares issued were assessed at the market price of the stock on the date of issuance and valued at $47,500. The fair value of the Canadian dollar denominated warrants issued were assessed at $30,012 using the Black Scholes Option Pricing Model. The fair value of the U.S. dollar denominated warrants issued were assessed at $182,650 using the Black Scholes Option Pricing Model. The Company determined the debt modification to be an extinguishment of debt and recorded a total loss on extinguishment of debt of $260,162.
     
    Upon the disposition of Bow pursuant to the Exchange Agreement described under Note 5, a total of $730,000 of the obligations owed under the Loan Agreement were transferred to Blue Sky.

  

  (iv)

On September 17, 2018, the Company entered into a loan agreement (LOC) with a third party for $200,000 (which was later increased to $500,000) to acquire an additional 3% working interest in the Canadian Properties (See Note 6). The loan bears interest at 3.5% per annum and has a maturity date of October 17, 2019. Payments of principal and interest in the amount of $6,000 are due monthly. The loan is secured against the Company’s 3% Working Interest in the Canadian Properties and has no financial covenants.

 

During 2019, the LOC balance increased by $150,000 resulting in a $346,038 ending balance.

     
  (v) On April 25, 2019, the Company entered into a promissory note (an Acquisition Note”) with a third party in the amount of $750,000 to acquire working interests in the Utikuma oil field in Alberta Canada. The Note bears interest at 15% per annum and is due in full at maturity at April 25, 2021. No payments are required on the note until maturity while interest is accrued. In addition, warrants to purchase 500,000 shares of common stock with an exercise price of $0.012 per share expiring on May 1, 2021 were issued associated with the note and were recorded as a debt discount on the balance sheet. The notes hold a security guarantee of a 50% Working Interest in the Utikima oil field and a 100% Working Interest in the Twin Lakes Properties.
     
   

During 2019, the Company entered into a loan agreement in the amount of $200,000 with a third party. The note bears interest at an interest rate of 12% per annum and matures on June 30, 2021. At the maturity date, the note holder has the right to collect the principal plus interest or convert into 2,500,000 shares of common stock at $0.08 per share. In addition, upon conversion, the note holder will also receive 10,000,000 warrants at an exercise price of $0.10 per share, vesting immediately with a 36 month expiration period.

 

On January 15, 2019, the Company entered into a loan agreement in the amount of $125,000 with a third party. The note bore interest at an interest rate of $4% per annum and was to mature on January 15, 2020. On September 30, 2019, Jovian Petroleum Corporation reimbursed the $125,000 to the third party. Consequently, the $125,000 debt balances was transferred into the Jovian LOC and is now included in the $362,583 at December 31, 2019 (see Note 8: Related Party Notes Payable)

 

The following is a schedule of future minimum repayments of notes payable as of December 31:

 

2020     653,540  
2021     1,442,966  
2022     572  
Thereafter      
    $ 2,097,078