UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A



(Amendment
No. 1)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2019



Or



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



For
the transition period from __________ to __________.



Commission
file number: 000-17204



Infinity
Energy Resources, Inc.

(Exact
name of registrant as specified in its charter)



|Delaware                                     |  | 20-3126427             
|-------------------------------------------- |  | -----------------------
|(State
    or other jurisdiction of          |  | (I.R.S.
    Employer   
|incorporation
    or organization)           |  | Identification
    No.)
|                                             |  |                        
|11900
    College Blvd., Suite 310           |  |                        
|Overland
    Park, KS                        |  | 66210                  
|(Address
    of principal executive offices) |  | (Zip
    Code)         



(913)
948-9512

(Registrant’s
telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act: None



Securities
registered pursuant to Section 12(g) of the Act:



Common
Stock, $0.0001 par value

(Title of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K: [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined
in Rule 12b-2 of the Act).



|Large
    accelerated filer [  ]                                             | Accelerated
    filer [  ]       
|---------------------------------------------------------------------------- | ---------------------------------
|                                                                             |                                  
|Non-accelerated
    filer [  ] (Do not check if a smaller reporting company) | Smaller
    reporting company [X]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]



As
of June 30, 2019, the aggregate market value of the Registrant’s common equity held by non-affiliates, computed by reference
to the closing price on June 30, 2019 ($0.09 per share) was $744,560.



The
number of shares of our common stock outstanding as of May 13, 2020 is 12,310,733.



Documents
incorporated by reference: None


















EXPLANATORY
NOTE



Infinity
Energy Resources, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”)
to amend its Annual Report on Form 10-K for the year ended December 31, 2019, originally filed with the Securities and Exchange
Commission (the “SEC”) on May 14, 2020 (the “Original Form 10-K”), solely to disclose that the Company
had filed the Original Form 10-K after the March 30, 2020 deadline applicable to the Company for the filing of a Form 10-K in
reliance on the 45-day extension provided by an order issued by the U.S. Securities and Exchange Commission (the “SEC”)
under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 (Release
No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the
“Order”).



On
March 30, 2020, the Company filed a Notification of Late Filing on Form 12b-25 to extend the due date of its Annual Report on
Form 10-K for the year ended December 31, 2019 (the “Report”) to April 14, 2020 and believed that it would be in a
position to file such report in the time required by Form 12b-25. However, COVID-19 has caused severe disruptions in Company operations
including limited access to and support from its staff and professional advisors. This has, in turn, further delayed the Company’s
ability to complete its audit and prepare the Report. On April 23, 2020, the Company filed a Current Report on Form 8-K to indicate
its intention to rely on the Order to delay the filing of the Report by up to 45 days. Consistent with the Company’s statements
made in the Form 8-K, the Company was unable to file the Original Form 10-K until May 14, 2020, and therefore relied on the Order
due to circumstances related to COVID-19. In particular, the remote work environment caused by the COVID-19 pandemic resulted
in disruptions in the Company’s ability to complete its remaining accounting and internal review processes for the year
ended December 31, 2019 and provide its auditors with timely access to its original books and records to complete their audit
procedures in a timely manner. The Company has been following the recommendations of local government and health authorities to
minimize exposure risk for its employees and substantially all of the Company’s accounting staff working on the Report and
all members of the independent auditors were at the time and still are exclusively working remotely, which caused disruptions
in communications and delayed completion of the audit. These disruptions to the process of preparing the Company’s financial
statements as a result of the COVID-19 virus, are causing the Company’s Report which was due on March 30, 2020 to be delayed.
Consequently, the Company was unable to timely file the Report without the extension provided for by the Order.



In
accordance with Rules 12b-15 and 13a-14 under the Exchange Act, the Company has also amended Part IV, Item 15 to include currently
dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer
and principal financial officer. Because no financial statements have been included in this Amendment No. 1 and this Amendment
No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the
certifications have been omitted. Similarly, because no financial statements have been included in this Amendment No. 1, certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.



Except
as described above, this Amendment No. 1 does not amend, modify or update the information in, or exhibits to, the Original Form
10-K, and we have not updated disclosures included therein to reflect any subsequent events. This Amendment No. 1 should be read
in conjunction with the Original Form 10-K and with our other filings made with the SEC subsequent to the filing of the Original
Form 10-K.











|ITEM
    15. | EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES
|------------ | ----------------------------------------------



|Exhibit
    Number |  | Description                                                                                           
|------------------ |  | ------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                       
|31.1               |  | Certification
    of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2               |  | Certification
    of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



Date:
May 19, 2020



| | INFINITY
    ENERGY RESOURCES, INC.,
| | ------------------------------------
| | a
    Delaware corporation          
| |                                     
| | By:                                 
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| | By:                                 
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| | By:                                 
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