☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_______________~~____________ to ~~_______________.~~ ____________.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ☐ No ☒

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

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

As of ~~July 16,~~ August 9, 2021, there were 28,037,713 ~~shar~~esshares of common stock, par value $0.001, issued and outstanding.

The accompanying notes are an integral part of these ~~condensed~~ consolidated financial statements.

The accompanying notes are an integral part of these ~~condensed~~ consolidated financial statement

Victory Oilfield Tech, Inc. (“Victory”), a Nevada corporation, is an oilfield technology products company offering patented oil and gas drilling products designed to improve well performance and extend the lifespan of the industry’s most sophisticated and expensive equipment. On July 31, 2018, Victory entered into an agreement to acquire Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation (“Pro-Tech”), which provides various hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars.

The accompanying unaudited ~~condensed~~ consolidated financial statements include the accounts of Victory and Pro-Tech for all periods presented. All significant intercompany transactions and accounts between Victory and Pro-Tech (together, the “Company”) have been eliminated.

The preparation of the Company’s financial statements is in conformity with U.S. generally accepted accounting principles (“GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period. Actual results could differ from those estimates.

The accompanying unaudited ~~condensed~~ consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of the Company’s management, the unaudited interim financial information contained herein includes all normal recurring adjustments, necessary to present fairly the financial position of the Company as of ~~March 31,~~June 30, 2020 and December 31, 2019, and the results of its operations and cash flows for the three and six months ended ~~March 31,~~June 30, 2020 and 2019.

The results reported in these ~~condensed~~ consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the full year or any future periods.

Historically the Company has experienced, and the Company continues to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance of the ~~condensed~~ consolidated financial statements. The ~~condensed~~ consolidated financial statements do not reflect any adjustments that might result if the Company was unable to continue as a going concern.

The Company anticipates that operating losses will continue in the near term as management continues efforts to leverage the Company’s intellectual property through the platform provided by the acquisition of Pro-Tech and, potentially, other acquisitions. The Company intends to meet near-term obligations through funding under the New VPEG Note (See Note 9, Related Party Transactions) as it seeks to generate positive cash flow from operations.

In addition to increasing cash flow from operations, we will be required to obtain other liquidity resources in order to support ongoing operations. We are addressing this need by developing additional capital sources, which we believe will enable us to execute our recapitalization and growth plan. This plan includes the expansion of Pro-Tech’s core hardbanding business through additional drilling services and the development of additional products and services including wholesale materials, RFID enclosures and mid-pipe coating solutions.

Based upon anticipated new sources of capital, and ongoing near-term funding provided through the New VPEG Note, we believe we will have enough capital to cover expenses through at least the next twelve months. We will continue to monitor liquidity carefully, and in the event we do not have enough capital to cover expenses, we will make the necessary and appropriate reductions in spending to remain cash flow positive. While management believes our plans help mitigate the substantial doubt that we are a going concern, there is no guarantee that our plans will be successful or if they are, will fully alleviate the conditions that raise substantial doubt that we are a going concern.

During the ~~three~~six months ended ~~March 31,~~June 30, 2020, the Company received loan proceeds of ~~$601,076~~$771,576 from VPEG through the New VPEG Note. As of the date of this report and for the foreseeable future the Company expects to cover operating shortfalls, if any, with funding through the New VPEG Note while we enact our strategy to become a technology-focused oilfield services company and seek additional sources of capital. As of the date of this report, the remaining amount available for the Company for additional borrowings on the New VPEG Note was approximately ~~$420,024.~~$277,324. The Company is actively seeking additional capital from VPEG and potential sources of equity and/or debt financing.

The Company recognizes revenue as it satisfies contractual performance obligations by transferring promised goods or services to the customers. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services A good or service is transferred to a customer when, or as, the customer obtains control of that good or service.

The Company has one revenue stream, which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations of the Company’s contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the service period. The Company has reviewed its contracts with Pro-Tech customers and determined that due to their short-term nature, with durations of several days of service at the customer’s location, it is only those contracts that occur near the end of a financial reporting period that will potentially require allocation to ensure revenue is recognized in the proper period. The Company has reviewed all such transactions and recorded revenue accordingly.

For the three and six months ended ~~March 31,~~June 30, 2020 and 2019, all of the Company’s revenue was recognized from contracts with oilfield operators. See Note 10 “Segment and Geographic Information and Revenue Disaggregation” for further information.

Because the Company’s contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations.

Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts

Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech’s customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, the Company records an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. Due to historically very low uncollectible balances and no specific indications of current uncollectibility, ~~we have~~the Company has not recorded an allowance for doubtful accounts at ~~March 31, 2020 or December 31, 2019.~~June 30, 2020. If the financial conditions of Pro-Tech’s customers were to deteriorate or if general economic conditions were to worsen, additional allowances may be required in the future.

As of ~~March 31,~~June 30, 2020, ~~three~~3 customers comprised ~~70%~~78% of the Company’s gross accounts receivables and ~~three~~4 customers comprised ~~72%~~87% of the Company’s total revenue.

Property, Plant and Equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. When property, plant and equipment is disposed of, the cost and related accumulated depreciation are removed from the ~~condensed~~ consolidated balance sheets and any gain or loss is included in Other income/(expense) in the ~~condensed~~ consolidated statement of operations.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows:

Finite-lived intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

We perform an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. We have determined that the Company is comprised of one reporting unit at ~~March 31,~~June 30, 2020 and December 31, 2019, and the goodwill balances of $145,149 are included in the single reporting unit. To date, an impairment of goodwill has not been recorded. For the year ended December 31, 2019, we bypassed the qualitative assessment, and proceeded directly to the quantitative test for goodwill ~~impairment and noted no indication of goodwill impairment was necessary.~~impairment.

The Company’s Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. The Company’s other intangible assets are comprised of contract-based and marketing-related intangible assets, as well as acquisition-related intangibles. Acquisition-related intangibles include the value of Pro-Tech’s trademark and customer relationships, both of which are being amortized over their expected useful lives of 10 years beginning August 2018.

The Company’s contract-based intangible assets at ~~March 31,~~June 30, 2019 included an agreement to sublicense certain patents belonging to Armacor Victory Ventures, LLC (the “AVV Sublicense”) and a license (the “Trademark License”) to the trademark of a proprietary coating technology. The contract-based intangible assets had useful lives of approximately 11 years for the AVV Sublicense and 15 years for the Trademark License. The Company began to use the economic benefits of its intangible assets, and therefore began amortization of its intangible assets on a straight-line basis over the useful lives indicated above beginning July 31, 2018, the effective date of the Pro-Tech acquisition. However, during 2019, the Company determined that the AVV Sublicense and the Trademark License were unlikely to produce future cash flows and, accordingly, those intangible assets were written down to zero.

The Company accounts for loans issued pursuant to the Paycheck Protection Program of the U.S. Small Business Administration as debt. The Company will continue to record the PPP Note as debt until either (1) the PPP Note is partially or entirely forgiven and the Company has been legally released, at which point the amount forgiven will be recorded as income or (2) the Company pays off the PPP Note. See Note 6, Notes Payable, for further information.

Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company’s ~~condensed~~ consolidated financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill.

The Company from time to time may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. In all cases, the Company calculates share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date on a straight-line basis over the requisite service period, which in the case of third party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in general and administrative expenses in the ~~condensed~~ consolidated statements of operations. See Note 7, Stockholders’ Equity, for further information.

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Basic earnings per share are computed using the weighted average number of common shares outstanding at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively. The weighted average number of common shares outstanding was 28,037,713 and 28,037,713, respectively, at ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive.

On October 1, 2019, we adopted Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which simplifies how an entity is required to test goodwill for impairment. The amendments in ASU 2017-04 require goodwill impairment to be measured using the difference between the carrying amount and the fair value of the reporting unit and require the loss recognized to not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 has been applied on a prospective basis, effective for our annual goodwill impairment test beginning in the fourth quarter of 2019.

On August 21, 2017, the Company entered into a divestiture agreement with Navitus, which was amended on September 14, 2017 (the “Divestiture Agreement”). Pursuant to the Divestiture Agreement, the Company agreed to divest and transfer its 50% ownership interest in Aurora Energy Partners (“Aurora”) to Navitus, which owned the remaining 50% interest, in consideration for a release from Navitus of all of the Company’s obligations under the second amended partnership agreement, dated October 1, 2011, between the Company and Navitus, including, without limitation, obligations to return to Navitus investors their accumulated deferred capital, deferred interest and related allocations of equity.

Closing of the Divestiture Agreement was subject to customary closing conditions and certain other specific conditions, including the issuance of 4,382,872 shares of the Company’s common stock to Navitus and the payment or satisfaction by the Company of all indebtedness or other liabilities of Aurora, totaling approximately $1.2 million. Closing of the Divestiture Agreement was completed on December 13, 2017, and the Company issued 4,382,872 shares of common stock to Navitus on December 14, 2017.

Aurora’s revenues, related expenses and loss on disposal are components of “income (loss) from discontinued operations” in the ~~condensed~~ consolidated statements of operations. The ~~condensed~~ consolidated statement of cash flows is reported on a consolidated basis without separately presenting cash flows from discontinued operations for all periods presented.

Depreciation expense for the three months ended ~~March 31,~~June 30, 2020 and 2019 was ~~$32,937~~$33,479 and $41,054, respectively.

Depreciation expense for the six months ended June 30, 2020 and 2019 was $66,416 and $82,022, respectively.

The Company recorded $4,313 and ~~$65,138~~$60,824 of amortization of intangible assets for the three ~~and~~ months ended ~~March 31,~~June 30, 2020 and 2019, respectively.

The Company recorded $8,626 and $121,648 of amortization of intangible assets for the six months ended June 30, 2020 and 2019, respectively.

The following table shows intangible assets other than goodwill and related accumulated amortization as of ~~March 31,~~June 30, 2020 and December 31, 2019.

On April 15, 2020, the Company received loan proceeds in the amount of $168,800 under the Paycheck Protection Program (the “PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) and administered by the U.S. Small Business Administration (the “SBA”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The unsecured loan (the “PPP Loan”) is evidenced by a promissory note (the “PPP Note”) issued by the Company, dated April 14, 2020, in the principal amount of $168,800 with Arvest Bank.

Under the terms of the PPP Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0% per annum with a deferral of payments for the first seven months. The term of the PPP Note is two years, though it may be payable sooner in connection with an event of default under the PPP Note. To the extent the amount of the PPP Loan is not forgiven under the PPP, the Company will be obligated to make equal monthly payments of principal and interest beginning after a seven-month deferral period provided in the PPP Note and through April 14, 2022.

The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, the Company may apply for forgiveness for all or a part of the PPP Loan. The amount of PPP Loan proceeds eligible for forgiveness is based on a formula that takes into account a number of factors, including: (i) the amount of PPP Loan proceeds that are used by the Company during the 24-week period after the PPP Loan origination date for certain specified purposes including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, provided that at least 75% of the PPP Loan amount is used for eligible payroll costs; (ii) the Company maintaining or rehiring employees, and maintaining salaries at certain levels; and (iii) other factors established by the SBA. Subject to the other requirements and limitations on PPP Loan forgiveness, only that portion of the PPP Loan proceeds spent on payroll and other eligible costs during the covered twenty four -week period will qualify for forgiveness. Although the Company currently intends to use the entire amount of the PPP Loan for qualifying expenses, no assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part.

The PPP Note may be prepaid in part or in full, at any time, without penalty. The PPP Note provides for certain customary events of default, including the Company’s: (i) failure to make a payment when due under the PPP Note; (ii) breach of the terms of the PPP Note; (iii) default on any other loan with the Lender; (iv) filing of a bankruptcy petition by or against the Company; (v) reorganization merger, consolidation or other change in ownership or business structure without the Lender’s prior written consent; (vi) adverse change in financial condition or business operation that the Lender believes may affect the Company’s ability to pay the PPP Note; and (vii) default on any loan or agreement with another creditor, if the Lender believes the default may materially affect the Company’s ability to pay the PPP Note. Upon the occurrence of an event of default, the Lender has customary remedies and may, among other things, require immediate payment of all amounts owed under the PPP Note, collect all amounts owing from the Company and file suit and obtain judgment against the Company. The foregoing description of the PPP Note does not purport to be complete is qualified in its entirety by reference to the full text of the PPP Note, a copy of which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q.

Additionally, on June 15, 2020, the Company received $150,000 in loan funding from the SBA under the Economic Injury Disaster Loan (“EIDL”) program administered by the SBA, which program was expanded pursuant to the CARES Act. The EIDL is evidenced by a promissory note, dated June 11, 2020 (the “EIDL Note”) in the original principal amount of $150,000 with the SBA, the lender.

Under the terms of the EIDL Note, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of the EIDL Note is 30 years, though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, the Company will be obligated to make equal monthly payments of principal and interest beginning on July 11, 2021 through the maturity date of June 11, 2050. The EIDL Note may be prepaid in part or in full, at any time, without penalty.

The EIDL Note provides for certain customary events of default, including: (i) a failure to comply with any provision of the EIDL Note, the related Loan Authorization and Agreement, or other EIDL loan documents; (ii) a default on any other SBA loan; (iii) a sale or transfer of, or failure to preserve or account to SBA’s satisfaction for, any of the collateral or its proceeds; (iv) a failure of the Company or anyone acting on its behalf to disclose any material fact to SBA; (v) the making of a materially false or misleading representation to SBA by the Company or anyone acting on their behalf; (vi) a default on any loan or agreement with another creditor, if SBA believes the default may materially affect the Company’s ability to pay the EIDL Note; (vii) a failure to pay any taxes when due; (viii) if the Company becomes the subject of a proceeding under any bankruptcy or insolvency law; (ix) if a receiver or liquidator is appointed for any part of the Company’s business or property; (x) the making of an assignment for the benefit of creditors; (xi) has any adverse change in financial condition or business operation that SBA believes may materially affect the Company’s ability to pay the EIDL Note; (xii) effects any reorganization, merger, consolidation, or other transaction changing ownership or business structure without SBA’s prior written consent; or (xiii) becomes the subject of a civil or criminal action that SBA believes may materially affect the Company’s ability to pay the EIDL Note. The foregoing description of the EIDL Note does not purport to be complete is qualified in its entirety by reference to the full text of the EIDL Note, a copy of which is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q.

In February 2015, the Company entered into an 18% Contingent Promissory Note in the amount of $250,000 with Louise H. Rogers (the “Rogers Note”), in connection with a proposed business combination with Lucas Energy Inc. Subsequent to the issuance of the Rogers Note, the Company and Louise H. Rogers entered into an agreement (the “Rogers Settlement Agreement”) to terminate the Rogers Note with a lump sum payment of $258,125 to be made on or before July 15, 2015. The Company’s failure to make the required payment resulted in default interest on the amount due accruing at a rate of $129 per day.

On October 17, 2018, the Company entered into a settlement agreement with Louise H. Rogers (the “New Rogers Settlement Agreement”), pursuant to which the amount owed by the Company under the Rogers Settlement Agreement was reduced to a $375,000 principal balance, which accrues interest at the rate of 5% per annum.

The New Rogers Settlement Agreement is being repaid through 24 equal monthly installments of approximately $16,607 per month beginning January 2019. The Company also agreed to reimburse Louise H. Rogers for attorney fees in the amount of $7,686, to be paid on or before November 10, 2018, and to reimburse Louise H. Rogers for additional attorney fees incurred in connection with the New Rogers Settlement Agreement.

In connection with the New Rogers Settlement Agreement, the Company agreed to pay Sharon E. Conway, the attorney for Louise H. Rogers, a total of $26,616 in three equal installment payments of $8,872, the first of which was paid in November 2018 and the last of which was paid in February 2019.

The amount due pursuant to the Rogers Settlement Agreement, including accrued interest, was ~~$149,466~~$99,644 at ~~March 31,~~June 30, 2020. Of this amount, ~~$149,466~~$99,644 is reported in Short term notes payable, net and $0.00 is reported in Long term notes payable, net on the Company’s ~~condensed~~consolidated balance sheets.

At December 31, 2019, the amount due pursuant to the Rogers Settlement Agreement, including accrued interest, was $215,895. Of this amount, $215,895 is reported in Short term notes payable, net and $0.00 is reported in Long term notes payable, net on the Company’s consolidated balance sheets.

The Company recorded interest expense of $0 and $3,231 related to the New Rogers Settlement Agreement for the three months ended ~~March 31,~~June 30, 2020 and 2019, respectively, and $0 and $7,150 for the six months ended June 30, 2020 and 2019, respectively.

On July 31, 2018, the Company entered into a loan agreement to fund the acquisition of Pro-Tech with Kodak Brothers Real Estate Cash Flow Fund, LLC, a Texas limited liability company (“Kodak”), pursuant to which the Company borrowed $375,000 from Kodak under a 10% secured convertible promissory note maturing March 31, 2019, with an option to extend maturity to June 30, 2019 (the “Kodak Note”).

On October 21, 2019, the Company, Kodak and Pro-Tech entered into a Second Extension and Modification Agreement, effective September 30, 2019, pursuant to which the maturity date of the Kodak Note was extended from September 30, 2019 to December 20, 2019, and the interest rate was increased from 15% to 17.5%. Upon the execution of the Second Extension and Modification Agreement, the Company paid to Kodak interest on the Loan for the fourth quarter of 2019 in the amount of ~~$11,059.03,~~$11,059, and an extension fee in the amount of ~~$14,062.50.~~$14,062. The Company agreed to: (i) pay a total of $12,500.00 to Kodak and its manager, which represents due diligence fees; (ii) pay to Kodak and its manager a total of $27,500, which represents $25,000 of loan monitoring fees and $2,500 of loan extension fees; (iii) on or before October 31, 2019, pay to Kodak the sum of $125,000, as a payment of principal, and the Company would incur a late fee of $5,000 for every seven (7) days (or portion thereof) that the balance remained unpaid after October 31, 2019; (iv) on or before November 29, 2019, pay to Kodak the sum of $125,000, as a payment of principal, and the Company would incur a late fees of $5,000 for every seven (7) days (or portion thereof) that the balance remained unpaid after November 29, 2019; and (v) on or before December 30, 2019, the Company would pay to Kodak any unpaid and/or outstanding balances owed on the Note. If the Note and any late fees, other fees, interest, or principal was not paid in full by December 30, 2019, the Company would pay to Kodak $25,000 as liquidated damages.

As of January 10, 2020, VPEG, on behalf of the Company, paid in full all amounts due in connection with the Kodak Note. The November 29, 2019 payment was not paid timely and therefore Victory incurred a $5,000 penalty. The December 30, 2019 payment was not paid timely and accordingly Victory incurred penalties of $45,000 and interest of $9,076.

Pursuant to the issuance of the Kodak Note, the Company issued to an affiliate of Kodak a five-year warrant to purchase 375,000 shares of the Company’s common stock with an exercise price of $0.75 per share (the “Kodak Warrants”). The grant date fair value of the Kodak Warrants was recorded as a discount of approximately $37,000 on the Kodak Note and ~~will be~~was fully amortized into interest expense during 2019 using a method consistent with the interest method. The Company amortized $0 and ~~$13,916~~$0 related to the Kodak Note for the three months ended ~~March 31,~~June 30, 2020 and 2019, respectively, and $0 and $13,916 for the six months ended June 30, 2020 and 2019, respectively.

The Company recorded interest expense of ~~$12,673~~$0 and $18,750 related to the Kodak Note for the three months ended ~~March 31,~~June 30, 2020 and 2019, respectively, and $0 and $37,500 for the six months ended June 30, 2020 and 2019, respectively.

In connection with the purchase of Pro-Tech, the Company is required to make a series of eight quarterly payments of $87,500 each beginning October 31, 2018 and ending July 31, 2020 to Stewart Matheson, the seller of Pro-Tech (the “Matheson Note”). The Company is treating this obligation as a 12% zero-coupon note, with amounts falling due in less than one year included in Short-term notes payables and the remainder included in Long-term notes payable on the Company’s ~~condensed~~ consolidated balance sheets. The discount is being amortized into interest expense on a method consistent with the interest method.

The Company recorded interest expense of $10,722 and $10,722 related to the Matheson Note for the three months ended ~~March 31,~~June 30, 2020 and 2019, respectively, and $21,444 and $21,444 for the six months ended June 30, 2020 and 2019, respectively.

See Note ~~10,~~9, Related Party Transactions, for a description of the New VPEG Note. The outstanding balance on the New VPEG Note was ~~$2,579,976~~$2,750,476 and $1,978,900 at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively.

The Company recorded interest expense of ~~$27,000~~$15,500 and ~~$0.00~~$43,600 related to the New VPEG Note for the three months ended ~~March 31,~~June 30, 2020 and 2019, respectively, and $42,500 and $43,600 for the six months ended June 30, 2020 and 2019, respectively.

During the three and six months ended ~~March 31,~~June 30, 2020 and 2019, the Company did not issue any shares of its common stock.

During the three and six months ended ~~March 31,~~June 30, 2020 and 2019, the Company did not grant stock awards to directors, officers, or employees.

As of ~~March 31,~~June 30, 2020, the total unrecognized share-based compensation balance for unvested options, net of expected forfeitures, was ~~$41,668~~$25,002 and is expected to be amortized over a weighted-average period of less than one year.

The Company recognized share-based compensation expense from stock options of $25,000 and $25,000 for the three months ended ~~March 31,~~June 30, 2020 and 2019, respectively, and $50,000 and $50,000 for the six months ended June 30, 2020, respectively.

During the three and six months ended ~~March 31,~~June 30, 2020 and 2019, the Company did not grant any warrants to purchase shares of its common stock.

We are subject to legal claims and litigation in the ordinary course of business, including but not limited to employment, commercial and intellectual property claims. The outcome of any such matters is currently not determinable, and the Company is not actively involved in any ongoing litigation as of the date of this report.

Rent expense for the three months ended ~~March 31,~~June 30, 2020 and 2019 was $3,000 and $3,000, respectively, and $6,000 and $6,000 for the six months ended June 30, 2020 and 2019, respectively. The Company’s office space is leased on a month-to-month basis, and as such there are no future annual minimum payments as of ~~March 31,~~June 30, 2020 and 2019, respectively.

On August 21, 2017, the Company entered into a secured convertible original issue discount promissory note issued by the Company to VPEG (the “VPEG Note”). The VPEG Note was subsequently amended on October 11, 2017 and again on January 17, 2018. On April 10, 2018, the Company and Visionary Private Equity Group I, LP, a Missouri limited partnership (“VPEG”) entered into a settlement agreement and mutual release (the “Settlement Agreement”), pursuant to which VPEG agreed to release and discharge the Company from its obligations under the VPEG Note (see below). Pursuant to the Settlement Agreement, and in consideration and full satisfaction of the outstanding indebtedness of $1,410,200 under the VPEG Note, the Company issued to VPEG 1,880,267 shares of its common stock and a five-year warrant to purchase 1,880,267 shares of its common stock at an exercise price of $0.75 per share, to be reduced to the extent the actual price per share in a proposed future private placement (the “Proposed Private Placement”) is less than $0.75. The Company recorded share based compensation of $11,281,602 in connection with the Settlement Agreement.

On April 10, 2018, in connection with the Settlement Agreement, the Company and VPEG entered into a loan Agreement (the “New Debt Agreement”), pursuant to which VPEG may, at is discretion, loan to the Company up to $2,000,000 under a secured convertible original issue discount promissory note (the “New VPEG Note”). Any loan made pursuant to the New VPEG Note will reflect a 10% original issue discount, will not bear interest in addition to the original issue discount, will be secured by a security interest in all of the Company’s assets, and at the option of VPEG will be convertible into shares of the Company’s common stock at a conversion price equal to $0.75 per share or, such lower price as shares of Common Stock are sold to investors in the Proposed Private Placement. On October 30, 2020, the Company and VPEG amended the New Debt Agreement. See Note 6, Notes Payable, and Note 12 Subsequent Events, for further information.

On August 21, 2017, the Company entered into a transaction agreement (the “Transaction Agreement”) with Armacor Victory Ventures, LLC, a Delaware limited liability company (“AVV”), pursuant to which AVV (i) granted to the Company a worldwide, perpetual, royalty free, fully paid up and exclusive sublicense to all of AVV’s owned and licensed intellectual property for use in the Oilfield Services industry, except for a tubular solutions company headquartered in France, and (ii) agreed to contribute to the Company $5,000,000 (the “Cash Contribution”), in exchange for which the Company issued 800,000 shares of its newly designated Series B Convertible Preferred Stock. To date, AVV has contributed a total of $255,000 to the Company.

In connection with the Transaction Agreement, on August 21, 2017 the Company entered into (i) an exclusive sublicense agreement with AVV (the “AVV Sublicense”), pursuant to which AVV granted the License to the Company, and (ii) a trademark license agreement (the “Trademark License”), with Liquidmetal Coatings Enterprises, LLC (“LMCE”), an affiliate of AVV, pursuant to which LMCE granted a license for the Liquidmetal® Coatings Products and Armacor® trademarks and service marks to us in accordance with a mutually agreeable supply agreement. See Note 12, Subsequent Events, for additional information.

During the three and six months ended ~~March 31, 2020 and~~June 30, 2019 the Company paid ~~$75,000~~$10,000 and ~~$10,000~~$38,000 respectively, in consulting fees to Kevin DeLeon, a director of the ~~Company.~~Company and, effective April 23, 2019, its Interim Chief Executive Officer.

The Company has one reportable segment: Hardband Services. Hardband Services provides various hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars. All Hardband Services revenue is generated in the United States, and all assets related to Hardband Services are located in the United States. Because the Company operates with only one reportable segment in one geographical area, there is no supplementary revenue or asset information to present.

To provide users of the financial statements information depicting how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, we have disaggregated revenue by customer, with customers representing more than five percent of total annual revenues comprising the first category, and those representing less than five percent of total annual revenues comprising the second category.

Basic loss per share is computed using the weighted average number of common shares outstanding at ~~March 31,~~June 3, 2020 and 2019, respectively. Diluted loss per share reflects the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Basic and diluted weighted average number of common shares outstanding was 28,037,713 and 28,037,713 for the three and six months ended ~~March 31,~~June 30, 2020 and 2019, respectively.

The following table sets forth the computation of net loss per common share – basic and diluted:

During the period of ~~April~~July 1, 2020 through ~~June 30,~~July 22, 2021 the Company received additional loan proceeds of ~~$734,800~~$589,300 from VPEG pursuant to the New VPEG Note.

Effective September 1, 2020, the Company and AVV have mutually agreed to terminate the AVV Sublicense Agreement and Trademark License. Since the date of the Transaction Agreement, the Company has not realized any revenue from products or services related to the AVV Sublicense Agreement or Trademark License. Also effective September 1, 2020, the Company and LMCE have agreed to terminate the supply and services agreement dated September 6, 2019 although the Company continues to purchase and utilize the products of LMCE. The Company is evaluating its business strategy in light of the current conditions of the national and global oil and gas markets.

On October 30, 2020, the Company and VPEG entered into an amendment to the New Debt Agreement (the “Amendment”), pursuant to which the parties agreed to increase the loan amount to up to $3,000,000 to cover advances from VPEG through October 30, 2020 and the Company’s working capital needs.

On January 31, 2021, the Company and VPEG entered into an amendment to the New Debt Agreement (the ~~“Amendment”~~“Second Amendment”), pursuant to which the parties agreed to increase the loan amount to up to $3,500,000 to cover future working capital needs.

In January 2020, the World Health Organization has declared the outbreak of a novel coronavirus (COVID-19) as a “Public Health Emergency of International Concern,” which continues to spread throughout the world and has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus outbreak and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the coronavirus outbreak. Nevertheless, the outbreak presents uncertainty and risk with respect to the Company, its performance, and its financial results.

On September 16, 2020, the Securities and Exchange Commission (“SEC”) adopted extensive amendments to Rule 15c2-11 (“Rule”) under the Securities Exchange Act of 1934 (“Exchange Act”). The Rule governs the publication of quotations for securities in the over-the-counter (“OTC”) market, including the OTC Pink Market where the Company’s common stock is quoted. Rule 15c2-11 makes it unlawful for a broker-dealer to initiate a quotation for a security unless the broker dealer has in its records prescribed information about the issuer that is current and publicly available. The lack of full time accounting personnel and financial constraints resulting in delayed payments to the Company’s external professional services providers have restricted its ability to gather, analyze and properly review information related to financial reporting in a timely manner. For these reasons, the Company was unable to timely file its quarterly and annual reports during 2019 and 2020 and its quarterly report for the first quarter of 2021. The Company continues to actively seek, additional sources of capital which it believes will allow the resumption of timely current public reporting practices no later than the third quarter of 2021.

On February 1, 2021, the Company received loan proceeds in the amount of $98,622.50 pursuant to a second draw loan under the Paycheck Protection Program (the “PPP”). The unsecured loan (the “PPP2 Loan”) is evidenced by a promissory note (the “PPP2 Note”) issued by the Company, dated January 28, 2021, in the principal amount of $98,622.50 with Arvest Bank.

Under the terms of the PPP2 Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0% per annum with a deferral of payments for the first ten months. The term of the PPP2 Note is five years, though it may be payable sooner in connection with an event of default under the PPP Note. To the extent the amount of the PPP2 Loan is not forgiven under the PPP, the Company will be obligated to make equal monthly payments of principal and interest beginning after a ten-month deferral period provided in the PPP Note and through January 28, 2026.

The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, the Company may apply for forgiveness for all or a part of the PPP2 Loan. The amount of PPP2 Loan proceeds eligible for forgiveness is based on a formula that takes into account a number of factors established by the SBA. Subject to the other requirements and limitations on PPP2 Loan forgiveness, only that portion of the PPP2 Loan proceeds spent on payroll and other eligible costs during the covered twenty four -week period will qualify for forgiveness. Although the Company has used the entire amount of the PPP2 Loan for qualifying expenses, no assurance is provided that the Company will obtain forgiveness of the PPP2 Loan in whole or in part. The foregoing description of the PPP2 does not purport to be complete is qualified in its entirety by reference to the full text of the PPP2 Note, a copy of which is filed as Exhibit 10.7 to this Quarterly Report on Form 10-Q.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Victory Oilfield Tech, Inc. MD&A is presented in the following seven sections:

MD&A is provided as a supplement to, and should be read in conjunction with, the ~~condensed~~ consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and Items 7 and 8 of our Annual Report on Form 10-K for the year ended December 31, 2019.

In MD&A, we use “we,” “our,” “us,” “Victory” and “the Company” to refer to Victory Oilfield Tech. and its wholly-owned subsidiary, unless the context requires otherwise. Amounts and percentages in tables may not total due to rounding. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. We caution readers that important facts and factors described in MD&A and elsewhere in this document sometimes have affected, and in the future could affect our actual results, and could cause our actual results during 2020 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us.

As reported in the Report of Independent Registered Public Accounting Firm on our December 31, 2019 consolidated financial statements, we have suffered recurring losses from operations which raises substantial doubt about our ability to continue as a going concern.

On July 31, 2018, we purchased 100% of the issued and outstanding common stock of Pro-Tech, a hardbanding service provider.

Many statements made in the following discussion and analysis of our financial condition and results of operations and elsewhere in this Quarterly Report on Form 10-Q that are not statements of historical fact, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of federal securities laws and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan, strategies and capital structure. In particular, the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” variations of such words, and other similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Quarterly Report on Form 10-Q, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections are subject to and involve risks, uncertainties and assumptions, including, but not limited to, the risks and uncertainties described in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019 and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include:

These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this Quarterly Report on Form 10-Q. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. Potential investors should not make an investment decision based solely on our projections, estimates or expectations.

Victory Oilfield Tech, Inc. (“Victory”, the “Company”, “we”), a Nevada corporation, is an Austin, Texas based publicly held oilfield energy technology products company focused on improving well performance and extending the lifespan of the industry’s most sophisticated and expensive equipment. America’s resurgence in oil and gas production is largely driven by new innovative technologies and processes as most dramatically and recently demonstrated by fracking. We provide and apply wear-resistant alloys for use in the global oilfield services industry which are mechanically stronger, harder and more corrosion resistant than typical alloys found in the market today. This combination of characteristics creates opportunities for drillers to dramatically improve lateral drilling lengths, well completion time and total well costs.

On July 31, 2018, we entered into a stock purchase agreement to purchase 100% of the issued and outstanding common stock of Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation (“Pro-Tech”), which provides various hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars and servicing Oklahoma, Texas, Kansas, Arkansas, Louisiana, and New Mexico. We believe that the acquisition of Pro-Tech will create opportunities to leverage its existing portfolio of intellectual property to fulfill its mission of operating as a technology-focused oilfield services company. The stock purchase agreement was included as Exhibit 10.1 on the Form 8-K filed by us on August 2, 2018.

Our wear-resistant alloys reduce drill-string torque, friction, wear and corrosion in a cost-effective manner, while protecting the integrity of the base metal. We apply our coatings using advanced welding techniques and thermal spray methods. We also utilize common materials, such as tungsten carbide to chromium carbide, to deliver the optimal solution to the customers. Some of our hardbanding processes protect wear in tubulars using materials that achieve a low coefficient of friction to protect the drillstring and casing from abrasion.

We plan to continue our U.S. oilfield services company acquisition initiative, aimed at companies which are already recognized as a high-quality service providers to strategic customers in the major North American oil and gas basins. When completed, we expect that each of these oilfield services company acquisitions will provide immediate revenue from their current regional customer base, while also providing us with a foundation for channel distribution and product development of our existing products. We intend to grow each of these established oilfield services companies by providing better access to capital, more disciplined sales and marketing development, integrated supply chain logistics and infrastructure build out that emphasizes outstanding customer service and customer collaboration, future product development and planning.

We believe that a well-capitalized technology-enabled oilfield services business will provide the basis for more accessible financing to grow the Company and execute our oilfield services company acquisitions strategy. We anticipate new innovative products will come to market as we collaborate with drillers to solve their other down-hole needs.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. The virus has since spread to over 150 countries and every state in the United States. On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency. Most states and cities have reacted by instituting quarantines, restrictions on travel, “stay-at-home” rules and restrictions on the types of businesses that may continue to operate, as well as guidance in response to the pandemic and the need to contain it.

Although stay at home orders and lock downs on businesses in the areas where we operate have caused our staff to conduct business operations from their homes, this change has not resulted in a significant impact to our ability to operate. However, the spread of the coronavirus outbreak across the world has driven sharp demand destruction for crude oil as whole economies ordered curtailed activity. As a result, companies across the industry have responded with severe capital spending budget cuts, personnel layoffs, facility closures and bankruptcy filings. We expect industry activity levels and spending by customers to remain depressed throughout the remainder of ~~2020 and~~ 2021 as destruction of demand for oil and gas continues.

As the coronavirus continues to spread throughout areas in which we operate, we believe the outbreak has the potential to have a material negative impact on our operating results and financial condition. The extent of the impact of the coronavirus on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our operators, employees and vendors, all of which are uncertain and cannot be predicted. The extent of the pandemic’s continued effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, the pace at which jurisdictions across the country re-open and restrictions begin to lift, the availability of government financial support to our business and our customers, and whether a resurgence of the outbreak occurs. Given these uncertainties, we cannot reasonably estimate the related impact to our business, operating results and financial condition, but it could be material.

During the period of ~~April~~July 1, 2020 through ~~January 1,~~July 22, 2021, we received additional loan proceeds of ~~$501,700~~$589,300 from VPEG pursuant to the New VPEG Note (See Note 9, Related Party Transactions, to the ~~condensed~~ consolidated financial statements for a definition and description of the New VPEG Note).

Effective September 1, 2020, we and AVV (See Note 9, Related Party Transactions, to the ~~condensed~~ consolidated financial statements for definitions and additional information) have mutually agreed to terminate the AVV Sublicense Agreement and Trademark License. Since the date of the Transaction Agreement, we have not realized any revenue from products or services related to the AVV Sublicense Agreement or Trademark License. Also effective September 1, 2020, we and LMCE have agreed to terminate the supply and services agreement dated September 6, 2019 although we continue to purchase and utilize the products of LMCE. We are evaluating our business strategy in light of the current conditions of the national and global oil and gas markets.

On October 30, 2020, we and VPEG entered into an amendment to the New Debt Agreement (the “Amendment”), pursuant to which the parties agreed to increase the loan amount to up to $3,000,000 to cover advances from VPEG through October 30, 2020 and our working capital needs.

On January 31, 2021, wethe Company and VPEG entered into an amendment to the New Debt Agreement (the ~~“Amendment”~~“Second Amendment”), pursuant to which the parties agreed to increase the loan amount to up to $3,500,000 to cover future working capital needs.

On September 16, 2020, the Securities and Exchange Commission (“SEC”) adopted extensive amendments to Rule 15c2-11 (“Rule”) under the Securities Exchange Act of 1934 (“Exchange Act”). The Rule governs the publication of quotations for securities in the over-the-counter (“OTC”) market, including the OTC Pink Market where our common stock is quoted. Rule 15c2-11 makes it unlawful for a broker-dealer to initiate a quotation for a security unless the broker dealer has in its records prescribed information about the issuer that is current and publicly available. The lack of full time accounting personnel and financial constraints resulting in delayed payments to our external professional services providers have restricted our ability to gather, analyze and properly review information related to financial reporting in a timely manner. For these reasons, we were unable to timely file our quarterly and annual reports during 2019 and 2020 and our quarterly report for the first quarter of 2021. We continue to actively seek, additional sources of capital which we believe will allow the resumption of timely current public reporting practices no later than the third quarter of 2021.

The following discussion sets forth certain components of our statements of operations as well as factors that impact those items.

We generate revenue from hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars and grinding services.

The costs associated with generating our revenue fluctuate as a result of changes in sales volumes, average selling prices, product mix, and changes in the price of raw materials and consist primarily of the following:

Our selling, general and administrative expense consists of all expenditures incurred in connection with the sales and marketing of our products, as well as administrative overhead costs, including:

These expenses are not expected to materially increase or decrease directly with changes in total revenue.

Depreciation and amortization expenses consist of amortization of intangible assets, depreciation of property, plant and equipment, net of depreciation of hardbanding equipment which is reported in Total cost of revenue

Interest expense, net consists primary of interest expense and loan fees on borrowings as well as amortization of debt issuance costs and debt discounts associated with our indebtedness.

Other (income) expense, net represents costs incurred, net of income, from various non-operating items including costs incurred in conjunction with our debt refinancing and extinguishment transactions, interest income, gain or loss on disposal of fixed assets, as well as non-operational gains and losses unrelated to our core business.

We are subject to income tax in the various jurisdictions in which we operate. While the extent of our future tax liability is uncertain, our operating results, the availability of any net operating loss carryforwards, any future business combinations, and changes to tax laws and regulations are key factors that will determine our future book and taxable income.

Income from discontinued operations consist of revenues, related expenses and loss on disposal of Aurora. See Note 3, Discontinued Operations, to the ~~condensed~~ consolidated financial statements for further information.

The following discussion should be read in conjunction with the information contained in the accompanying unaudited financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. Our historical results of operations summarized and analyzed below may not necessarily reflect what will occur in the future

Three Months Ended ~~March 31,~~June 30, 2020 compared to the Three Months Ended ~~March 31,~~June 30, 2019

Total revenue decreased in the three months ended ~~March 31,~~June 30, 2020 due to a decrease in hardbanding revenue generated by Pro-Tech as a result ~~reduced~~of less drilling due to the ~~low cost~~price of a barrel of ~~oil.~~oil and the effect of the pandemic.

Total cost of revenue decreased in the three months ended ~~March 31,~~June 30, 2020 due primarily to decreases in materials, direct labor, other direct costs resulting from decreases in Pro-Tech’s revenue generating activities as compared to the three month months ended ~~March 31,~~June 30, 2019, and to a lesser extent, other reductions in ~~expenses.~~expenses such as depreciation on equipment.

Selling, general and administrative expenses decreased due to the ~~reduction of payroll related expenses resulting from employee downsizing.~~following:

Depreciation and amortization decreased due to reduction of amortization of Intangible Assets which were impaired at the end of 2019.

Interest expense decreased in the 2020 period primarily due to the restructuring of our notes payable to VPEG as well as the Rogers Note. See Note 6, Notes Payable, to the ~~condensed~~ consolidated financial statements for more information.

Loss from Continuing Operations, Income from Discontinued Operations, and Loss Applicable to Common Stockholders

We reported a loss from continuing operations for the three months ended ~~March 31,~~June 30, 2020 of ~~$(273,049)~~$(119,560) compared to an operating loss ~~from continuing operations~~ of ~~$(179,700)~~$(236,890) for the three months ended ~~March 31,~~June 30, 2019.

Income from discontinued operations ~~consist~~in the 2019 period consists of revenues and related expenses resulting from the trailing activity of Aurora and loss on disposal of Aurora. See Note 3, Discontinued Operations, to the ~~condensed~~ consolidated financial statements for further information.

As a result of the foregoing, loss applicable to common stockholders for the three months ended ~~March 31,~~June 30, 2020 was ~~$(273,049)~~$(119,560), or $(0.00) per share, compared to a loss applicable to common stockholders of $(230,354), or $(0.01) per share, for the three months ended June 30, 2019 on weighted average shares of 28,037,713 and 28,037,713, respectively.

Six Months Ended June 30, 2020 compared to the Six Months Ended June 30, 2019

Total revenue decreased in the six months ended June 30, 2020 due to a decrease in hardbanding revenue generated by Pro-Tech as a result of less drilling due to the low price of a barrel of oil and the effect of the pandemic.

Total cost of revenue decreased in the six months ended June 30, 2020 due primarily to decreases in materials, direct labor, other direct costs resulting from decreases in Pro-Tech’s revenue generating activities as compared to the six month months ended June 30, 2019, and to a lesser extent, other reductions in expenses such as depreciation on equipment.

Depreciation and amortization decreased due to reduction of amortization of Intangible Assets which were impaired at the end of 2019.

Interest expense decreased in the 2020 period primarily due to the restructuring of our notes payable to VPEG as well as the Rogers Note. See Note 6, Notes Payable, to the consolidated financial statements for more information.

Loss from Continuing Operations, Income from Discontinued Operations, and Loss Applicable to Common Stockholders

We reported a loss from continuing operations for the six months ended June 30, 2020 of $(392,610) compared to an operating loss of $(416,591) for the six months ended June 30, 2019.

Income from discontinued operations in the 2019 period consists of revenues and related expenses resulting from the trailing activity of Aurora and loss on disposal of Aurora. See Note 3, Discontinued Operations, to the consolidated financial statements for further information.

As a result of the foregoing, loss applicable to common stockholders for the six months ended June 30, 2020 was $(392,610), or $(0.01) per share, compared to a loss applicable to common stockholders of ~~$(119,742)~~$(350,097), or ~~$(0.00)~~$(0.01) per share, for the ~~three~~six months ended ~~March 31,~~June 30, 2019 on weighted average shares of 28,037,713 and 28,037,713, ~~respectively~~respectively.

Historically we have experienced, and we continue to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date of issuance of the ~~condensed~~ consolidated financial statements. The ~~condensed~~ consolidated financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern.

Management anticipates that operating losses will continue in the near term as we continue efforts to leverage our intellectual property through the platform provided by the acquisition of Pro-Tech and, potentially, other acquisitions. In the near term, we are relying on financing obtained from VPEG through the New VPEG Note to fund operations as we seek to generate positive cash flow from operations. See Note 6 “Notes Payable,” and Note 9 “Related Party Transactions,” to the accompanying ~~condensed~~ consolidated financial statements for additional information regarding the New VPEG Note. In addition to increasing cash flow from operations, we will be required to obtain other liquidity resources in order to support ongoing operations. We are addressing this need by developing additional capital sources which we believe will enable us to execute our recapitalization and growth plan. This plan includes the expansion of Pro-Tech’s core hardbanding business through additional drilling services and the development of additional products and services including wholesale materials, RFID enclosures and mid-pipe coating solutions.

Based upon capital formation activities as well as the ongoing near-term funding provided through the New VPEG Note, we believe we will have enough capital to cover expenses through at least the next twelve months. We will continue to monitor liquidity carefully, and in the event we do not have enough capital to cover expenses, we will make the necessary and appropriate reductions in spending to remain cash flow positive.

During the ~~three~~six months ended ~~March 31,~~June 30, 2020, we obtained ~~$601,076~~$771,576 from VPEG through the New VPEG Note. As of ~~March~~January 31, 2021 and for the foreseeable future, we expect to cover operating shortfalls with funding through the New VPEG Note while we enact our strategy to become a technology-focused oilfield services company and seek additional sources of capital. As of ~~March 31,~~July 29, 2021 the remaining amount available to us for additional borrowings on the New VPEG Note was approximately ~~$377,324.~~$263,224.

On April 15, 2020, we received loan proceeds in the ~~three months ended March 31,~~amount of $168,800 under the Paycheck Protection Program (the “PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act of 2020 ~~VPEG,~~(the “CARES Act”) and administered by the U.S. Small Business Administration (the “SBA”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The unsecured loan (the “PPP Loan”) is evidenced by a promissory note (the “PPP Note”) issued by us, dated April 14, 2020, in the principal amount of $168,800 with Arvest Bank

Under the terms of the PPP Note and the PPP, interest accrues on ~~our behalf, paid in full all amounts due~~the outstanding principal at the rate of 1.0% per annum with a deferral of payments for the first seven months. The term of the PPP Note is two years, though it may be payable sooner in connection with an event of default under the ~~Kodak~~PPP Note. ~~See~~To the extent the amount of the PPP Loan is not forgiven under the PPP, we will be obligated to make equal monthly payments of principal and interest beginning after a seven-month deferral period provided in the PPP Note 6, ~~Notes Payable~~,and through April 14, 2022.

The CARES Act and the PPP provide a mechanism for forgiveness of up to the ~~condensed consolidated financial statements~~full amount borrowed. Under the PPP, we may apply for forgiveness for all or a ~~description~~part of the ~~Kodak Note.~~PPP Loan. The amount of PPP Loan proceeds eligible for forgiveness is based on a formula that takes into account a number of factors, including: (i) the amount of PPP Loan proceeds that are used by the Company during the 24-week period after the PPP Loan origination date for certain specified purposes including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, provided that at least 75% of the PPP Loan amount is used for eligible payroll costs; (ii) our maintaining or rehiring employees, and maintaining salaries at certain levels; and (iii) other factors established by the SBA. Subject to the other requirements and limitations on PPP Loan forgiveness, only that portion of the PPP Loan proceeds spent on payroll and other eligible costs during the covered twenty four-week period will qualify for forgiveness. Although we currently intend to use the entire amount of the PPP Loan for qualifying expenses, no assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part.

The PPP Note may be prepaid in part or in full, at any time, without penalty. The PPP Note provides for certain customary events of default, including our: (i) failure to make a payment when due under the PPP Note; (ii) breach of the terms of the PPP Note; (iii) default on any other loan with the Lender; (iv) filing of a bankruptcy petition by or against us; (v) reorganization merger, consolidation or other change in ownership or business structure without the Lender’s prior written consent; (vi) adverse change in financial condition or business operation that the Lender believes may affect our ability to pay the PPP Note; and (vii) default on any loan or agreement with another creditor, if the Lender believes the default may materially affect our ability to pay the PPP Note. Upon the occurrence of an event of default, the Lender has customary remedies and may, among other things, require immediate payment of all amounts owed under the PPP Note, collect all amounts owing from us and file suit and obtain judgment against us. The foregoing description of the PPP Note does not purport to be complete is qualified in its entirety by reference to the full text of the PPP Note, a copy of which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q.

Additionally, on June 15, 2020, we received $150,000 in loan funding from the SBA under the Economic Injury Disaster Loan (“EIDL”) program administered by the SBA, which program was expanded pursuant to the CARES Act. The EIDL is evidenced by a promissory note, dated June 11, 2020 (the “EIDL Note”) in the original principal amount of $150,000 with the SBA, the lender.

Under the terms of the EIDL Note, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of the EIDL Note is 30 years, though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, we will be obligated to make equal monthly payments of principal and interest beginning on July 11, 2021 through the maturity date of June 11, 2050. The EIDL Note may be prepaid in part or in full, at any time, without penalty.

The EIDL Note provides for certain customary events of default, including: (i) a failure to comply with any provision of the EIDL Note, the related Loan Authorization and Agreement, or other EIDL loan documents; (ii) a default on any other SBA loan; (iii) a sale or transfer of, or failure to preserve or account to SBA’s satisfaction for, any of the collateral or its proceeds; (iv) a failure of us or anyone acting on its behalf to disclose any material fact to SBA; (v) the making of a materially false or misleading representation to SBA by us or anyone acting on our behalf; (vi) a default on any loan or agreement with another creditor, if SBA believes the default may materially affect our ability to pay the EIDL Note; (vii) a failure to pay any taxes when due; (viii) if we become the subject of a proceeding under any bankruptcy or insolvency law; (ix) if a receiver or liquidator is appointed for any part of our business or property; (x) the making of an assignment for the benefit of creditors; (xi) has any adverse change in financial condition or business operation that SBA believes may materially affect our ability to pay the EIDL Note; (xii) effects any reorganization, merger, consolidation, or other transaction changing ownership or business structure without SBA’s prior written consent; or (xiii) becomes the subject of a civil or criminal action that SBA believes may materially affect our ability to pay the EIDL Note. The foregoing description of the EIDL Note does not purport to be complete is qualified in its entirety by reference to the full text of the EIDL Note, a copy of which is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q.

We have no off-balance sheet arrangements that have or are reasonably likely to have a current of future effect on our financial condition.

The following table provides detailed information about our net cash flow for the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019:

Net cash used in operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2020 was ~~$2,162.~~$188,110. Net loss adjusted for non-cash items (depreciation, amortization, and share based compensation expense) used cash of ~~$210,799.~~$246,123. Changes in operating assets and liabilities provided cash of ~~$208,637.~~$58,014. The most significant drivers were decreases in accounts receivable (due to timing of collections) which were partially offset by decreases in accounts payable, prepaids and ~~increases in~~other current assets, and accrued and other short term ~~liabilities which were partially offset by increases in prepaids and other current assets in addition to decreases in accounts payable.~~liabilities.

This compares to cash used in operating activities for the ~~three~~six months ended ~~March 31,~~June, 2019 of ~~$50,677~~$151,761 after the net loss adjusted for non-cash items for that period ~~provided~~used cash of ~~$11,450.~~$6,146. In addition, changes in operating assets and liabilities used cash of ~~$62,127.~~$145,615. The most significant drivers were decreases in accounts payable, accrued and other short term liabilities, and ~~accounts receivable (due to timing of collections),~~accrued interest on short term notes payable - affiliate, which were partially offset by decreases in accounts receivable (due to timing of collections) and prepaid and other ~~current~~ assets.

Net cash used in investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2020 was ~~$6,797~~$9,758 due to fixed asset purchases. This compares to $0 used by investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2019.

Net cash provided by financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2020 was ~~$207,869~~$577,569 compared to ~~$120,869~~$174,585 in net cash provided by financing activities during the ~~three~~six months ended ~~March 31,~~June 30, 2019. In each of 2020 and 2019 net cash provided by financing activities was primarily due to debt financing proceeds from affiliates, net of repayments.

We believe it will be necessary to obtain additional liquidity resources in order to support our operations. We are addressing our liquidity needs by developing additional backup capital sources.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

We recognize revenue as it satisfies contractual performance obligations by transferring promised goods or services to the customers. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or ~~services~~services. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service.

We have one revenue stream, which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations of our contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the service period. We have reviewed our contracts with Pro-Tech customers and determined that due to their short-term nature, with durations of several days of service at the customer’s location, it is only those contracts that occur near the end of a financial reporting period that will potentially require allocation to ensure revenue is recognized in the proper period. We have reviewed all such transactions and recorded revenue accordingly.

For the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019, all of our revenue was recognized from contracts with oilfield operators, and we did not recognize impairment losses on any receivables or contract assets.

Because our contracts have an expected duration of one year or less, we have elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations.

Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts

Financial instruments that potentially subject us to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech’s customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, we record an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. Due to historically very low uncollectible balances and no specific indications of current uncollectibility, we have not recorded an allowance for doubtful accounts at ~~March 31,~~June 30, 2020. If the financial conditions of Pro-Tech’s customers were to deteriorate or if general economic conditions were to worsen, additional allowances may be required in the future.

As of ~~March 31,~~June 30, 2020, ~~three~~3 customers comprised ~~70%~~78% of our gross accounts ~~receivables~~receivables. For the three and ~~three~~six months ended June 30, 2020 3 and 4 customers comprised ~~72%~~93% and 85% of our total ~~revenue.~~revenue, respectively.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows:

Finite-lived intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. We review our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

We perform an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. We have determined that the Company is comprised of one reporting unit at December 31, 2019 and 2018, and the goodwill balances of $145,149 at December 31 of each year are included in the single reporting unit. To date, an impairment of goodwill has not been recorded. For the year ended December 31, ~~2020,~~2019, we bypassed the qualitative assessment, and proceeded directly to the quantitative test for goodwill ~~impairment and noted no indication of goodwill impairment was necessary.~~impairment.

Our Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. Our other intangible assets are comprised of contract-based and marketing-related intangible assets, as well as acquisition-related intangibles. Acquisition-related intangibles include the value of Pro-Tech’s trademark and customer relationships, both of which are being amortized over their expected useful lives of 10 years beginning August 2018.

Our contract-based intangible assets include an agreement to sublicense certain patents belonging to AVV (the “AVV Sublicense”), a license (the “Trademark License”) to the trademark of Liquidmetal Coatings Enterprises LLC (“Liquidmetal”), and several non-compete agreements made in connection with the acquisition of the AVV Sublicense and the Trademark License (the “Non-Compete Agreements”). The contract-based intangible assets have useful lives of approximately 11 years for the AVV Sublicense and 15 years for the Trademark License. With the initiation of a multi-year strategy plan involving synergies between the acquisition of Pro-Tech and our existing intellectual property, we have begun to use the economic benefits of its intangible assets, and therefore began amortization of its intangible assets on a straight-line basis over the useful lives indicated above beginning July 31, 2018, the effective date of the Pro-Tech acquisition.

During the year ended December 31, 2019, we recorded impairment of the AVV Sublicense, the Trademark License and the Non-Compete Agreements totaling $2,616,705. See Note 12, Subsequent Events, to the consolidated financial statements for further information.

Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date in our ~~condensed~~ consolidated financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill.

From time to time we may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. In all cases, the we calculate share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date on a straight-line basis over the requisite service period, which in the case of third party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in general and administrative expenses in the ~~condensed~~ consolidated statements of operations. See Note 7, ~~Stockholder’s~~Shareholder’s Equity, for further information.

We account for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Basic earnings per share are computed using the weighted average number of common shares outstanding at ~~March 31,~~June 30, 2020 and 2019, respectively. The weighted average number of common shares outstanding was 28,037,713 and 28,037,713, respectively, at ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the historical and projected future losses, all potentially dilutive common stock equivalents are considered anti-dilutive.

On October 1, 2019, we adopted Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which simplifies how an entity is required to test goodwill for impairment. The amendments in ASU 2017-04 require goodwill impairment to be measured using the difference between the carrying amount and the fair value of the reporting unit and require the loss recognized to not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 has been applied on a prospective basis, effective for our annual goodwill impairment test beginning in the fourth quarter of 2019.

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” as part of its initiative to reduce complexity in accounting standards. The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The new standard is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of ASU 2019-12 on our financial statements.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, we have evaluated, with the participation of our chief executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March 31,~~June 30, 2020. Based on this evaluation, our chief executive officer and principal financial officer determined that, because of the material weakness described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which we are still in the process of remediating as of ~~March 31,~~June 30, 2020, our disclosure controls and procedures were not effective.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

During its evaluation of the effectiveness of our internal control over financial reporting as of ~~March 31,~~June 30, 2020, our management identified the following material weaknesses:

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, our management has identified the steps necessary to address the material weaknesses, and in the first ~~quarter~~half of fiscal 2020, we continued to assess and implement ~~these~~ remedial procedures. In order to cure the foregoing material weakness, the initiation of transactions, the custody of assets and the recording of transactions are performed by separate individuals to the extent possible. In addition, we will look to hire additional personnel with technical accounting expertise to further support our current accounting personnel. As necessary, we will continue to engage consultants or outside accounting firms in order to ensure proper accounting for our consolidated financial statements.

We intend to complete the remediation of the material weaknesses discussed above as soon as practicable, but we can give no assurance that we will be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.

The lack of full time accounting personnel and financial constraints resulting in delayed payments to our external professional services providers have restricted our ability to gather, analyze and properly review information related to financial reporting in a timely manner. For these reasons, we were unable to timely file our quarterly ~~reports~~ and annual ~~report~~reports during 2019 and 2020, and our quarterly ~~reports during 2020.~~report for the first quarter of 2021.

Due to resource constraints, from time to time we have not had the resources to fund sufficient staff and pay professional fees to ensure that all of our reports are filed timely. However, our management ~~has recently obtained, and~~ continues to actively seek additional sources of capital which we believe will allow us to increase our staffing levels and remain current on our obligations to our external professional services providers. We believe this action, in addition to future improvements, will allow us to resume timely public reporting practices no later than the ~~first~~third quarter of 2021.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Except for the matters described above, there have been no changes in our internal control over financial reporting during the first ~~quarter~~half of fiscal year 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no material developments during the first ~~quarter~~or second quarters of fiscal year 2020 to the legal proceedings previously disclosed in Item 3 “Legal Proceedings” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

We have not sold any equity securities during the first ~~quarter~~or second quarters of fiscal year 2020 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.

During the ~~three~~six months ended ~~March 31,~~June 30, 2020, we did not repurchase any shares of our common stock.

We have no information to disclose that was required to be in a report on Form 8-K during the first ~~quarter~~or second quarters of fiscal year 2020 but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Pursuant to the requirements 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.

Nevada		87-0564472
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3355 Bee Caves Road Suite 608, Austin, Texas		78746
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒☐	Smaller reporting company	☒
		Emerging growth company	☐

		Page

Part I – Financial Information		1

Item 1.	Financial Statements	1
	~~Condensed~~ Consolidated Balance Sheets as of ~~March 31,~~June 30, 2020 (unaudited) and December 31, 2019	1
	~~Condensed~~ Consolidated Statements of Operations for the Three and Six Months Ended ~~March 31,~~June 30, 2020 and 2019 (unaudited)	2
	~~Condensed~~ Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2020 and 2019 (unaudited)	3
	Statement of Stockholders’ Equity for the Three and Six Months Ended ~~March 31,~~June 30, 2020 and 2019 (unaudited)	4
	Notes to ~~Condensed~~ Consolidated Financial Statements for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2020 and 2019	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1416
Item 3.	Qualitative and Quantitative Discussions about Market Risk	2329
Item 4.	Controls and Procedures	2430

Part II – Other Information		2532

Item 1.	Legal Proceedings	2532
Item 1A.	Risk Factors	2532
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2532
Item 3.	Default Upon Senior Securities	2532
Item 4.	Mine Safety Disclosures	2532
Item 5.	Other Information	2532
Item 6.	Exhibits	2633

	March 31,			December 31,			June 30,			December 31,
	2020			2019			2020			2019
	(unaudited)						(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	215,986		$	17,076		$	375,333		$	17,076
Accounts receivable, net		222,443			510,226
Receivable for tax overpayment		62,432			62,432
Accounts receivables, net								238,557			510,226
Other Receivables								122,432			62,432
Inventory		34,114			50,053			42,984			50,053
Prepaid & other current assets		185,045			115,939
Prepaid and other current assets								136,854			115,939
Total current assets		720,020			755,726			916,160			755,726

Property, plant and equipment		728,780			721,983
Accumulated depreciation		(275,014	)		(242,077	)
Property, plant and equipment, net		453,766			479,906			423,248			479,906
Goodwill		145,149			145,149			145,149			145,149
Other intangible assets, net		143,766			148,079			139,453			148,079
Deposits								1,750			-
Total Assets	$	1,462,701		$	1,528,860		$	1,625,760		$	1,528,860

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	635,404		$	719,011		$	601,584		$	719,011
Short term advance from Shareholder		185,150			185,150
Short term advance from shareholder								185,150			185,150
Accrued and other short term liabilities		234,221			176,593			155,960			176,593
Short term notes payable, net		310,170			703,377			183,570			703,377
Short term notes payable - affiliate, net		2,579,976			1,978,900			2,750,476			1,978,900
Total current liabilities		3,944,921			3,763,031			3,876,740			3,763,031

Long term notes payable, net		-			-			325,800			-
Total long term liabilities		-			-			325,800			-

Total Liabilities		3,944,921			3,763,031			4,202,540			3,763,031

Stockholders’ Equity
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 8,333 shares and 8,333 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively		8			8
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,037,713 shares and 28,037,713 shares issued and outstanding at March 31, 2020 and December 31, 2019 respectively		28,038			28,038
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 8,333 shares and 8,333 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively								8			8
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,037,713 shares and 28,037,713 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively								28,038			28,038
Receivable for stock subscription		(245,000	)		(245,000	)		(245,000	)		(245,000	)
Additional paid-in capital		95,709,164			95,684,164			95,734,164			95,684,164
Accumulated deficit		(97,974,430	)		(97,701,381	)		(98,093,990	)		(97,701,381	)
Total stockholders’ equity		(2,482,220	)		(2,234,171	)		(2,576,780	)		(2,234,171	)
Total Liabilities and Stockholders’ Equity	$	1,462,701		$	1,528,860		$	1,625,760		$	1,528,860

	Three Months Ended March 31,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2020			2019			2020			2019			2020			2019
Total revenue	$	222,358		$	545,104		$	365,296		$	584,035		$	587,654		$	1,129,139

Total cost of revenue		165,892			262,645			177,660			289,573			343,552			552,218

Gross profit		56,466			282,459			187,636			294,462			244,102			576,921

Operating expenses
Selling, general and administrative		299,223			350,847			275,372			392,381			574,596			738,916
Depreciation and amortization		4,502			66,394			4,855			61,994			9,357			132,701
Total operating expenses		303,725			417,241			280,227			454,375			583,953			871,617
Loss from operations		(247,259	)		(134,782	)		(92,591	)		(159,913	)		(339,851	)		(294,696	)
Other expense
Interest expense		(25,790	)		(44,918	)		(26,969	)		(76,977	)		(52,758	)		(121,895	)
Total other income/(expense)		(25,790	)		(44,918	)
Total other expense								(26,969	)		(76,977	)		(52,758	)		(121,895	)
Loss from continuing operations		(273,049	)		(179,700	)		(119,560	)		(236,890	)		(392,609	)		(416,591	)
Income from discontinued operations		-			59,958			-			6,536			-			66,494
Loss applicable to common stockholders	$	(273,049	)	$	(119,742	)	$	(119,560	)	$	(230,354	)	$	(392,609	)	$	(350,097	)

Loss per share applicable to common stockholders
Basic and diluted
Income/(loss) per share applicable to common stockholders
Basic and diluted:
Loss per share from continuing operations	$	(0.01	)	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Income/(loss) per share from discontinued operations	$	0.00		$	0.00
Income (loss) per share from discontinued operations							$	-		$	0.00		$	-		$	0.00
Loss per share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted average shares, basic and diluted		28,037,713			28,037,713			28,037,713			28,037,713			28,037,713			28,037,713

	Common Stock $0.001 Par Value				Preferred D $0.001 Par Value				Receivable for Stock			Additional Paid In		Accumulated			Total			Common Stock $0.001 Par Value				Preferred D $0.001 Par Value				Receivable for Stock			Additional Paid In		Accumulated			Total
	Number		Amount		Number		Amount		Subscription			Capital		Deficit			Equity			Number		Amount		Number		Amount		Subscription			Capital		Deficit			Equity
January 1, 2019 Balance		28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,584,164	$	(94,170,546	)	$	1,196,664
April 1, 2019 Balance																					28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,609,162	$	(94,290,288	)	$	1,101,920
Share based compensation		-		-		-		-		-			25,000		-			25,000			-		-		-		-		-			25,002		-			25,002
Loss attributable to common stockholders		-		-		-		-		-			-		(119,744	)		(119,744	)		-		-		-		-		-			-		(230,354	)		(230,354	)
March 31, 2019 Balance		28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,609,164	$	(94,290,290	)	$	1,101,920

	Common Stock $0.001 Par Value				Preferred D $0.001 Par Value				Receivable for Stock			Additional Paid In		Accumulated			Total
	Number		Amount		Number		Amount		Subscription			Capital		Deficit			Equity
January 1, 2020 Balance		28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,684,164	$	(97,701,381	)	$	(2,234,171	)
Share based compensation		-		-		-		-		-			25,000		-			25,000
Loss attributable to common stockholders		-		-		-		-		-			-		(273,049	)		(273,049	)
March 31, 2020 Balance		28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,709,164	$	(97,974,430	)	$	(2,482,220	)
June 30, 2019 Balance																					28,037,713	$	28,038		8,333	$	8	$	(245,000	)	$	95,634,164	$	(94,520,643	)	$	896,567

Asset category		Useful Life
Welding equipment, Trucks, Machinery and equipment		5 years
Office equipment		5 - 7 years
Computer hardware and software		7 years

	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2020		2019
Net income from discontinued operations before tax benefit	$	-	$	59,958	$	-	$	6,536	$	-	$	66,494
Tax benefit		-		-		-		-		-		-
Net income from discontinued operations		-		59,958		-		6,536		-		66,494
Loss on disposal of discontinued operations, net of tax		-		-		-		-		-		-
Income (loss) from discontinued operations, net of tax	$	-	$	59,958	$	-	$	6,536	$	-	$	66,494

	March 31, 2020			December 31, 2019			June 30, 2020			December 31, 2019
Pro-Tech customer relationships		129,680			129,680			129,680			129,680
Pro-Tech trademark		42,840			42,840			42,840			42,840
Accumulated amortization and impairment		(28,754	)		(24,441	)		(33,067	)		(24,441	)
Other intangible assets, net	$	143,766		$	148,079		$	139,453		$	148,079

	For the Three Months Ended June 30,									Percentage
($ in thousands)	2020			2019			Change			Change
Total revenue	$	365.3		$	584.0		$	(218.7	)	-37	%
Total cost of revenue		177.7			289.6			(111.9	)	-39	%
Gross profit		187.6			294.5			(106.8	)	-36	%
Operating expenses
Selling, general and administrative		275.4			392.4			(117.0	)	-30	%
Depreciation and amortization		4.9			62.0			(57.1	)	-92	%
Total operating expenses		280.2			454.4			(174.1	)	-38	%
Loss from operations		(92.6	)		(159.9	)		67.3		-42	%
Other expense
Interest expense		(27.0	)		(77.0	)		50.0		-65	%
Total other income/(expense)		(27.0	)		(77.0	)		50.0		-65	%
Loss from continuing operations		(119.6	)		(236.9	)		117.3		-50	%
Income from discontinued operations		-			6.5			(6.5	)	-100	%
Loss applicable to common stockholders	$	(119.6	)	$	(230.4	)	$	110.8		-48	%

	Three Months Ended March 31,									Percentage
($ in thousands)	2020			2019			Change			Change
Total revenue	$	222.4		$	545.1		$	(322.7	)		-59	%
Total cost of revenue		165.9			262.6			(96.7	)		-37	%
Gross profit		56.5			282.5			(226.0	)		-80	%
Operating expenses
Selling, general and administrative		299.2			350.8			(51.6	)		-15	%
Depreciation & amortization		4.5			66.4			(61.9	)		-93	%
Total operating expenses		303.7			417.2			(113.5	)		-27	%
Loss from operations		(247.2	)		(134.7	)		(112.5	)		83	%
Other expense
Interest expense		(25.8	)		(44.9	)		19.1			-43	%
Total other income/(expense)		(25.8	)		(44.9	)		19.1			-43	%
Loss from continuing operations		(273.0	)		(179.6	)		(93.4	)		52	%
Income/(loss) from discontinued operations		-			60.0			(60.0	)		-100	%
Loss applicable to common stockholders	$	(273.0	)	$	(119.6	)	$	(153.4	)		128	%

Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation of Victory Energy Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 22, 2017)

3.2		Certificate of Amendment to Articles of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 4, 2018)

3.3		Certificate of Designation of Series D Preferred Stock of Victory Energy Corporation (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on August 24, 2017)

3.4		Amended and Restated Bylaws of Victory Energy Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 20, 2017)

4.1		Form of Common Stock Certificate of Victory Energy Corporation (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed on April 8, 2016)

4.2		Common Stock Warrant issued by Victory Energy Corporation to Visionary Private Equity Group I, LP on February 3, 2017 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on February 7, 2017)

4.3		Common Stock Warrant issued by Victory Oilfield Tech, Inc. to Visionary Private Equity Group I, LP on April 13, 2018 (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q filed on November 14, 2018)

4.4		Common Stock Purchase Warrant issued by Victory Oilfield Tech, Inc. to Kodak Brothers All America Fund, LP on July 31, 2018 (incorporated by reference to Exhibit 4,1 to the Current Report on Form 8-K filed on August 2, 2018)

4.5		Common Stock Purchase Warrant issued by Victory Oilfield Tech, Inc. to Kevin DeLeon on October 25, 2019 (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed on ~~January 31,~~February 9, 2021).

10.1 †		Victory Energy Corporation 2014 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 28, 2014)

10.2 †		Victory Energy Corporation 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1 filed on February 5, 2018)

10.3		Amendment No. 1 to Loan Agreement, dated October 30, 2020 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed November 2,6, 2020)

10.4		Amendment No. 2 to Loan Agreement, dated January 31, 2021 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed February 8, 2021)
10.5*		Promissory Note issued by the Company to Arvest Bank dated April 13, 2020
10.6*		Loan Authorization and Agreement by and between the Company and the U.S. Small Business Administration dated June 11, 2020
10.7*		Promissory Note issued by the Company to Arvest Bank dated January 28, 2021
14.1		Code of Ethics and Business Conduct adopted on September 14, 2017 (incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed on September 20, 2017)

31.1*		Certifications of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~101.INS++~~101.INS		XBRL Instance Document

~~101.SCH++~~101.SCH		XBRL Taxonomy Extension Schema Document

~~101.CAL++~~101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

~~101.DEF++~~101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

~~101.LAB++~~101.LAB		XBRL Taxonomy Extension Label Linkbase Document

~~101.PRE++~~101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

		VICTORY OILFIELD TECH, INC.

Date:	~~July 16,~~ August 10, 2021	By:	/s/ Kevin DeLeon
			Kevin DeLeon
			Chief Executive Officer, Principal Financial and Accounting Officer, and Director

	●	the competitive nature of our industry;