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, 2014



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:
0-17204



Infinity
Energy Resources, Inc.

(Exact name of registrant
as specified in its charter)



|Delaware                                                          |  | 20-3126427                             
|----------------------------------------------------------------- |  | ---------------------------------------
|(State
    or other jurisdiction ofincorporation or organization) |  | (I.R.S.
    EmployerIdentification 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: Common Stock



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 and posted on its corporate Web site, if any, 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 and post 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. [  ]



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]



Indicate the number of shares outstanding
of each of the issuer’s classes of common stock, as of the latest practicable date:



|Class                               |  | Outstanding
    at January 27, 2015
|----------------------------------- |  | -----------------------------------
|                                    |  |                                    
|Common
    Stock, $0.0001 par value |  | 25,559,678                         


















EXPLANATORY NOTE



Infinity Energy Resources,
Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment” or “Form 10-K/A”) to
its Annual Report on Form 10-K for the year ended December 31, 2014 that was filed with the Securities and Exchange Commission
on February 4, 2015 (the “Original Form 10-K”) to add Exhibits 10.56, 10.57, 10.58, 10.59 and 10.60 that were not
included in the Original Form 10-K.



Exhibits 10.56, 10.57,
10.58, 10.59 and 10.60 to this Amendment No. 1 provide instruments defining the rights of security holders required by Item 601(b)(4)
of Regulation S-K, including the convertible promissory notes and related common stock purchase warrants issued during the year
ending December 31, 2014.



Except as described above,
this Amendment No. 1 does not amend or supplement any other information set forth in the Original Form 10-K, and the Company has
not updated disclosures included in the Original Form 10-K to reflect any events that occurred subsequent to February 4, 2015.





2







PART IV



Item 15. Exhibits, Financial Statement Schedules.



| | (a) | The
    following documents are filed as part of this annual report on Form 10-K, as amended by this Amendment No. 1:
| | --- | ---------------------------------------------------------------------------------------------------------------------



| | 3. | Exhibits:
| | -- | ---------



EXHIBITS



|ExhibitNumber |  | Description
    of Exhibits                                                                                                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                                                               
|2.1           |  | Agreement
    and Plan of Merger between Infinity Energy Resources, Inc. and Infinity, Inc. (1)                                                                                                               
|3.1           |  | Certificate
    of Incorporation (3)                                                                                                                                                                          
|3.2           |  | Bylaws
    (1)                                                                                                                                                                                                
|10.1          |  | 2004
    Stock Option Plan (1)                                                                                                                                                                                
|10.2          |  | 2005
    Equity Incentive Plan (1)                                                                                                                                                                            
|10.3          |  | 2006
    Equity Incentive Plan (1)                                                                                                                                                                            
|10.4          |  | Form
    of Incentive Stock Option for 2006 Equity Incentive Plan (1)                                                                                                                                         
|10.5          |  | Form
    of Nonqualified Stock Option for 2006 Equity Incentive Plan (1)                                                                                                                                      
|10.6          |  | Loan
    Agreement between Infinity Energy Resources, Inc., and Infinity Oil and Gas of Texas, Inc. and Infinity Oil & Gas of Wyoming,
    Inc. and Amegy Bank N.A., dated effective as of January 9, 2007 (3)
|10.7          |  | Revolving
    Promissory Note between Infinity Energy Resources, Inc. and Amegy Bank N.A., dated January 10, 2007 (1)                                                                                         
|10.8          |  | Nicaraguan
    Concession - Perlas Prospect (3)                                                                                                                                                               
|10.9          |  | Nicaraguan
    Concession - Tyra Prospect (3)                                                                                                                                                                 
|10.10         |  | Forbearance
    Agreement with Amegy Bank N.A., dated August 31, 2007 (1)                                                                                                                                     
|10.11         |  | Second
    Forbearance Agreement with Amegy Bank N.A., dated March 26, 2008 (1)                                                                                                                               
|10.12         |  | Third
    Forbearance Agreement with Amegy Bank N.A., dated October 16, 2008 (3)                                                                                                                              
|10.13         |  | First
    Amendment to Revolving Promissory Note - Amegy Bank, N.A., dated October 16, 2008 (3)                                                                                                               
|10.14         |  | Fourth
    Forbearance Agreement with Amegy Bank N.A., dated December 4, 2009 (3)                                                                                                                             
|10.15         |  | Fifth
    Forbearance Agreement with Amegy Bank N.A., dated February 16, 2011 (2)                                                                                                                             
|10.16         |  | Guarantee
    of Obligation with Amegy Bank N.A., dated February 16, 2011 (1)                                                                                                                                 
|10.17         |  | Omnibus
    Amendment with Amegy Bank N.A., dated February 16, 2011 (1)                                                                                                                                       





3







|10.18    |  | Third
    Amendment to Revolving Promissory Note with Amegy Bank N.A., dated January 31, 2010 (1)          
|-------- |  | -----------------------------------------------------------------------------------------------------------
|10.19    |  | Forbearance
    Period Advance Promissory Note with Amegy Bank N.A., dated February 16, 2011 (1)           
|10.20    |  | Registration
    Rights with Amegy Bank N.A., dated February 16, 2011 (3)                                  
|10.21    |  | Securities
    Purchase Agreement with Amegy Bank N.A., dated February 16, 2011 (3)                        
|10.22    |  | Warrant
    to Purchase Common Stock with Amegy Bank N.A., dated February 16, 2011 (3)                     
|10.23    |  | Subordinate
    Secured Promissory Note Off-Shore Finance, LLC, dated March 23, 2009 (1)                   
|10.24    |  | Securities
    Purchase Agreement Off-Shore Finance, LLC, dated March 23, 2009 (2)                         
|10.25    |  | Revenue
    Sharing Agreement with Off-Shore Finance, LLC, dated March 23, 2009 (1)                        
|10.26    |  | Revenue
    Sharing Agreement with Officers and Directors, dated June 6, 2009 (3)                          
|10.27    |  | Map:
    Nicaraguan Concessions (2)                                                                        
|10.28    |  | Revenue
    Sharing Agreement with Jeff Roberts, dated September 16, 2009 (3)                              
|10.29    |  | Revenue
    Sharing Agreement with Thompson Knight Global Energy, dated September 8, 2009 (3)              
|10.30    |  | Stock
    Purchase Agreement with Amegy Bank, N.A., dated as of February 28, 2012 (5)                      
|10.31    |  | Stock
    Purchase Agreement with Off-Shore Finance, LLC, dated as of February 28, 2012 (5)                
|10.32    |  | Investor
    Rights Agreement with Amegy Bank, N.A., dated April 13, 2012 (5)                              
|10.33    |  | Certificate
    of Designation of Series A Preferred and Series B Preferred (5)                            
|10.34    |  | 8%
    Promissory Note in principal amount of $250,000, dated February 13, 2013 (6)                        
|10.35    |  | Common
    Stock Purchase Warrant for 250,000 shares, dated February 13, 2013 (6)                          
|10.36    |  | Form
    of 8% Promissory Note (7)                                                                         
|10.37    |  | Form
    of Common Stock Purchase Warrant (7)                                                              
|10.38    |  | Stock
    Exchange Agreement between the Company and Amegy Bank, NA. (8)                                   
|10.39    |  | 8%
    Note, dated December 27, 2013 (9)                                                                   
|10.40    |  | Common
    Stock Purchase Warrant (1,000,000 shares), dated December 27, 2013 (9)                          
|10.41    |  | Third
    Amendment to Promissory Note, dated November 19, 2014 (10)                                       
|10.42    |  | Third
    Amendment to Common Stock Purchase Warrant, dated November 19, 2014 (10)                         
|10.43    |  | First
    Amendment to Revenue Sharing Agreement, dated November 19, 2014 (10)                             
|10.44    |  | Revenue
    Sharing Agreement, dated May 17, 2014 (10)                                                     
|10.45    |  | Loan
    Extension Agreement, dated November 19, 2014 (10)                                                 
|10.56    |  | 8%
    Convertible Promissory Note and Common Stock Purchase Warrant dated September 30, 2014(11)          
|10.57    |  | 8%
    Convertible Promissory Note and Common Stock Purchase Warrant dated November 19, 2014(11)           
|10.58    |  | 8%
    Convertible Promissory Note and Common Stock Purchase Warrant dated January 7, 2014(11)             
|10.59    |  | 8%
    Convertible Promissory Note and Common Stock Purchase Warrant dated October 2, 2014 (11)            
|10.60    |  | 8%
    Line-of-Credit Promissory Note and Common Stock Purchase Warrant dated October 23, 2014(11)         
|14.1     |  | Code
    of Ethics and Code of Conduct. (4)                                                                
|21.1     |  | Subsidiaries
    of Registrant (1)                                                                         
|31.1     |  | Certificate
    of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(11) 
|31.2     |  | Certificate
    of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(11) 
|32.1     |  | Certificate
    of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (11)
|32.2     |  | Certificate
    of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (11)
|99.1     |  | Audited
    Financial Statements as of and for the years ended December 31, 2014 and 2013.                 
|101.INS* |  | XBRL
    Instance Document.                                                                                
|101.SCH* |  | XBRL
    Taxonomy Extension Schema Document.                                                               
|101.CAL* |  | XBRL
    Calculation Linkbase Document.                                                                    
|101.LAB* |  | XBRL
    Taxonomy Labels Linkbase Document.                                                                
|101.PRE* |  | XBRL
    Taxonomy Presentation Linkbase Document.                                                          










(1) Filed as an exhibit to Form 10 by the Company on
May 13, 2011.

(2) Filed as an exhibit to Amendment No. 1 to Form 10
by the Company on July 1, 2011.

(3) Filed as an exhibit to Amendment No. 2 to Form 10
by the Company on April 5, 2012.

(4) Filed as an exhibit to Form 10-K by the Company
on April 16, 2012.

(5) Filed as an exhibit to Form 8-K by the Company on
April 19, 2012.

(6) Filed as an exhibit to Form 8-K by the Company on
February 19, 2013.

(7) Filed as an Exhibit to Form 8-K by the Company on
March 1, 2013.

(8) Filed as an Exhibit to Form 8-K by the Company on
April 29, 2013

(9) Filed as an Exhibit to Form 8-K by the Company on
January 3, 2014

(10) Filed as an Exhibit to Form 8-K by the Company
on November 20, 2014

(11) Filed herewith.



*XBRL related information in Exhibit 101 to
this annual report on Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any
filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing or document.



4







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: August 12, 2015



INFINITY ENERGY RESOURCES, INC.,

a Delaware corporation



|By: | /s/
    Stanton E. Ross     | 
|--- | --------------------------- | 
|    | Stanton E.
    Ross         | 
|    | Chief Executive
    Officer | 
|    |                             | 
|By: | /s/
    Daniel F. Hutchins  | 
|    | Daniel F.
    Hutchins      | 
|    | Chief Financial
    Officer | 



Each person whose signature appears below
authorizes Stanton E. Ross to execute in the name of each such person who is then an officer or director of the registrant, and
to file, any amendments to this annual report on Form 10-K necessary or advisable to enable the registrant to comply with the
Securities Exchange Act of 1934 and any rules, regulations and requirements of the Securities and Exchange Commission in respect
thereof, which amendments may make such changes in such annual report as such attorney-in-fact may deem appropriate.



Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this report has been signed below by following persons on behalf of the Registrant and in the
capacities and on the dates indicated.



|Signature
    and Title                                      |  | Date               
|------------------------------------------------------------ |  | -------------------
|                                                             |  |                    
|/s/
    Stanton E. Ross                                      |  | August
    12, 2015
|Stanton E. Ross,
    Director and Chief Executive Officer    |  |                    
|                                                             |  |                    
|/s/
    Leroy C. Richie                                      |  | August
    12, 2015
|Leroy C. Richie,
    Director and Audit Committee Chairman   |  |                    
|                                                             |  |                    
|/s/
    Daniel F. Hutchins                                   |  | August
    12, 2015
|Daniel F. Hutchins,
    Director and Chief Financial Officer |  |                    





5