BBHC (TRNX) 10-Q 14 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 08, 2018
Document And Entity Information
Entity Registrant Name	MAGNEGAS CORP
Entity Central Index Key	1,353,487
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		37,713,529
Trading Symbol	MNGA
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets
Cash	$ 1,147,522	$ 586,824
Accounts receivable, net of allowance for doubtful accounts of $116,794 and $101,063, respectively	1,140,210	389,652
Inventory, net	1,964,332	738,950
Prepaid and other current assets	426,297	198,056
Total Current Assets	4,678,361	1,913,482
Property and equipment, net of accumulated depreciation and amortization of $2,357,325 and $2,032,265, respectively	9,134,228	6,865,389
Deposits on acquisition		325,000
Intangible assets, net of accumulated amortization of $705,963 and $457,171, respectively	2,270,818	412,331
Security deposits	96,871	27,127
Goodwill	3,343,280	2,108,781
Total Assets	19,523,558	11,652,110
Current Liabilities
Accounts payable	2,202,730	1,716,661
Accrued expenses	960,504	909,562
Deferred revenue and customer deposits		44,095
Capital leases, current	27,460	27,460
Note payable, net of debt discount of $66,868 and $184,204, respectively	205,840	451,754
Promissory notes payable - related party	46,250	100,000
Total Current Liabilities	3,442,784	3,249,532
Long Term Liabilities
Note payable	763,613	520,000
Capital leases, net of current	69,748	63,839
Total Liabilities	4,276,145	3,833,371
Commitments and Contingencies
Stockholders' Equity
Common stock: $0.001 par; 190,000,000 shares authorized; 23,609,814 shares issued and outstanding at June 30, 2018 and 1,782,864 shares issued and outstanding at December 31, 2017	23,610	1,783
Additional paid-in-capital	85,499,209	71,852,874
Accumulated deficit	(71,097,370)	(64,582,868)
Total Stockholders' Equity	14,426,449	7,272,789
Total Liabilities, Temporary Equity and Stockholders' Equity	19,523,558	11,652,110
Series C Preferred Stock [Member]
Long Term Liabilities
Temporary equity, preferred stock	352,000	115,000
Series E Preferred Stock [Member]
Long Term Liabilities
Temporary equity, preferred stock	50,000	430,950
Series F Preferred Stock [Member]
Long Term Liabilities
Temporary equity, preferred stock	418,963
Series A Preferred Stock [Member]
Stockholders' Equity
Preferred stock: $0.001 par; 10,000,000 shares authorized	1,000	1,000
Total Stockholders' Equity	1,000	1,000
Series B Preferred Stock [Member]
Stockholders' Equity
Preferred stock: $0.001 par; 10,000,000 shares authorized

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Allowance for doubtful accounts	$ 116,794	$ 101,063
Accumulated depreciation and amortization of property and equipment	2,357,325	2,032,265
Accumulated amortization of intangible assets	705,963	457,171
Debt discount of note payable	$ 66,868	$ 184,204
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	23,609,814	1,782,864
Common stock, shares outstanding	23,609,814	1,782,864
Series C Preferred Stock [Member]
Temporary equity, shares authorized	25,000	25,000
Temporary equity, shares issued	352	115
Temporary equity, shares outstanding	352	115
Temporary equity, liquidation preference	$ 404,800
Series E Preferred Stock [Member]
Temporary equity, shares authorized	455,882	455,882
Temporary equity, shares issued	36,765	316,875
Temporary equity, shares outstanding	36,765	316,875
Temporary equity, liquidation preference	$ 57,500
Series F Preferred Stock [Member]
Temporary equity, shares authorized	817,670	817,670
Temporary equity, shares issued	616,120	0
Temporary equity, shares outstanding	616,120	0
Temporary equity, liquidation preference	$ 418,962
Series A Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Preferred stock, liquidation preference, value
Series B Preferred Stock [Member]
Preferred stock, shares authorized	2,700	2,700
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenue:	$ 2,907,712	$ 966,204	$ 4,079,464	$ 1,837,992
Cost of Revenues	1,972,586	532,657	2,730,459	1,036,045
Gross Profit	935,126	433,547	1,349,005	801,947
Operating Expenses:
Selling, general and administration	3,951,595	3,305,578	7,087,255	5,913,444
Research and development	2,440	26,114	3,592	124,255
Depreciation and amortization	401,929	193,230	579,474	360,568
Total Operating Expenses	4,355,964	3,524,922	7,670,321	6,398,267
Operating Loss	(3,420,828)	(3,091,375)	(6,321,316)	(5,596,320)
Other Income and (Expense):
Interest	(23,011)	(18,909)	(96,015)	(18,909)
Amortization of debt discount	(70,754)	(43,677)	(116,711)	(146,757)
Other (expense) income	19,542	2,007	19,542	(2,547)
Extinguishment of debt		(513,725)		(513,725)
Change in fair value of derivative liability		1,423,902		2,255,322
Total Other Income (Expense)	(74,223)	849,598	(193,184)	1,573,384
Net Loss	(3,495,060)	(2,241,777)	(6,514,500)	(4,022,936)
Deemed dividend	314,100	75,000	1,244,400	75,000
Net loss attributable to common shareholders	$ (3,809,160)	$ (2,316,777)	$ (7,758,900)	$ (4,097,936)
Net loss per share: Basic and Diluted	$ (0.24)	$ (0.33)	$ (0.69)	$ (0.63)
Weighted average common shares: Basic and Diluted	15,972,166	7,026,075	11,188,009	6,475,082

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 2018 - USD ($)	Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated (Deficit) [Member]	Total
Balance at Dec. 31, 2017	$ 1,000	$ 1,783	$ 71,852,874	$ (64,582,868)	$ 7,272,789
Balance, shares at Dec. 31, 2017	1,000,000	1,782,864
Common shares issued for services		$ 1,787	1,059,453		1,061,240
Common shares issued for services, shares		1,786,827
Common shares issued for settlement of accounts payable		$ 721	564,152		564,873
Common shares issued for settlement of accounts payable, shares		721,455
Common stock warrant issued for service			142,599		142,599
Exercise of Series C preferred stock warrants			11,199,600		11,199,600
Conversion of Series C preferred stock into shares of common stock		$ 17,421	989,979		1,007,400
Conversion of Series C preferred stock into shares of common stock, shares		17,421,375
Conversion of Series E preferred stock into shares of common stock		$ 136	380,814		380,950
Conversion of Series E preferred stock into shares of common stock, shares		135,754
Conversion of Series F preferred stock into shares of common stock		$ 725	136,329		137,054
Conversion of Series F preferred stock into shares of common stock, shares		725,000
Amortization of stock-based compensation			123,674		123,674
Common shares issued for the exercise of warrants issued for service		$ 75	675		750
Common shares issued for the exercise of warrants issued for service, shares		75,000
Common shares issued for acquisition of assets		$ 962	1,258,654		1,259,616
Common shares issued for acquisition of assets, shares		961,539
Stock issuance costs			(965,194)		(965,194)
Deemed Dividend			(1,244,400)		(1,244,400)
Net loss				(6,514,500)	(6,514,500)
Balance at Jun. 30, 2018	$ 1,000	$ 23,610	$ 85,499,209	$ (71,097,370)	$ 14,426,449
Balance, shares at Jun. 30, 2018	1,000,000	23,609,814

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows from Operations
Net Loss	$ (6,514,500)	$ (4,022,936)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	579,474	360,568
Amortization of debt discount	116,711	146,757
Stock based compensation	165,369	1,882,255
Common stock and warrants issued for services	1,203,839
Provision for slow moving spare parts		50,000
Deferred revenue and customer deposits	(44,095)	10,000
Extinguishment of debt		513,725
Change in fair value of derivative liability		(2,255,322)
Changes in operating assets:
Accounts receivable	295,443	39,078
Inventory	133,618	(144,973)
Prepaid and other current assets	150,479	(86,278)
Accounts payable	726,536	855,213
Accrued expenses	(787,120)	274,546
Net cash used in operating activities	(3,974,246)	(2,377,367)
Cash Flows from Investing Activities
Cash acquired in acquisition of business	69,000
Cash paid for acquisition	(3,767,500)
Cash paid for acquisition of noncompete agreements	(1,658,279)
Purchase of property and equipment	(90,452)	(139,680)
Security deposit	(69,744)	(10,170)
Proceeds from sale of assets		20,100
Net cash used in investing activities	(5,516,975)	(129,750)
Cash Flows from Financing Activities
Gross proceeds on sale of notes payable		1,000,000
Capital lease payments	(13,730)	(13,381)
Notes payable repaid	(363,250)
New notes entered into	243,613
Net proceeds on related party notes and advances	22,588	107,103
Debt issuance costs		(60,000)
Repayment of related party notes	(72,458)
Cash proceeds on issuance of series C preferred stock units	11,199,600	75,000
Issuance costs	(965,194)	(144,386)
Cash proceeds from exercise of warrants	750	7,937
Net cash provided by financing activities	10,051,919	972,273
Net increase/(decrease) in cash	560,698	(1,534,844)
Cash, beginning of period	586,824	1,616,410
Cash, end of period	1,147,522	81,566
Supplemental disclosure of cash flow information Cash paid during the year for:
Interest	96,015	5,950
Noncash Transactions
Reclassification of derivative liability to equity		(427,568)
Issuance of common stock and series B preferred stock in conjunction with debt extinguishment		5,652,494
Common shares issued for settlement of accounts payable	523,178	57,000
Conversions of series C preferred stock to common stock	1,007,400
Conversions of series E preferred stock to common stock	380,950
Conversions of series F preferred stock to common stock	137,054
Series F preferred stock issued for the settlement of accounts payable	556,017
Deemed dividend in connection with the issuance of series C preferred stock	1,244,400
NG Enterprises Inc [Member]
Noncash Transactions
Assets acquired	916,219
Liabilities assumed	(148,719)
Green Arc Supply, L.L.C. [Member]
Noncash Transactions
Assets acquired	2,398,625
Liabilities assumed	(154,009)
Fair value of common stock issued	1,259,616
Trico Welding Supplies, Inc [Member]
Noncash Transactions
Assets acquired	3,052,000
Liabilities assumed	$ (1,106,000)

Organization and Description of

Organization and Description of Business	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Organization and Description of Business	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS MagneGas Corporation (the “Company”) was organized in the State of Delaware on December 9, 2005. The Company is an alternative energy company that has developed a proprietary plasma arc system (“Plasma Arc Flow Units” or “Plasma Arc Flow System”) which generates hydrogen based synthetic gases through the gasification of various types of liquid feedstocks. The Company’s synthetic gas – MagneGas2® - is bottled in cylinders and is distributed to the metalworking market as an alternative cutting fuel to acetylene and propane. Through the course of its business development, the Company has established a retail and wholesale platform and a network of brokers to sell its MagneGas2® for use in the metalworking and manufacturing industries throughout the world. Additionally, the Company is in the process of developing ancillary uses of MagneGas2® for additional end-user applications. The Company’s Plasma Arc Flow Units include various commercial applications, most notably the sterilization of liquid waste, which has resulted in the Company’s marketing and sale of Plasma Arc Flow Units for third-party commercial use. In the second quarter of 2014 the Company began implementing an acquisition-focused growth strategy that was highlighted by the October 2014 purchase of Equipment Sales and Services, Inc. (“ESSI”). ESSI is a full line seller of industrial gases and equipment for the welding and metal cutting industries. Since acquiring ESSI, the Company has opened four retail locations and distributes MagneGas2® as a metal cutting fuel as well as other gases and welding supplies. Additional acquisitions and the success of ESSI has allowed the Company to augment its acquisition growth model with significant organic growth. In January 2018, the Company acquired all of the assets of GGNG Enterprises, Inc. and began doing business in Southern California under the name “Complete Welding San Diego”. In February 2018, the Company acquired all of the assets of Green Arc Supply, L.L.C. and began doing business in Texas and Louisiana under the name “Green Arc Supply”. On April 3, 2018, the Company acquired all of the capital stock of Trico Welding Supplies, Inc. and began doing business in Northern California under the name “Trico Welding Supplies”. The Company discusses three major marketing initiatives in this Report. However, operating segments are defined as components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing performance. Therefore, even though the Company discusses discrete initiatives it is actually three product offerings within one operating segment.

Going Concern and Managements'

Going Concern and Managements' Plan	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern and Managements' Plan	NOTE 2 - GOING CONCERN AND MANAGEMENTS’ PLAN As of June 30, 2018, the Company had cash of $1,147,522 and has reported a net loss of $6,514,500 and has used cash in operations of $3,974,246 for the six months ended June 30, 2018. In addition, as of June 30, 2018 the Company has working capital of $1,235,578 and an accumulated deficit of $71,097,370. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of the financial statements. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of public or private offerings. Historically, the Company has financed its operations through equity and debt financing transactions and expects to continue incurring operating losses for the foreseeable future. The Company’s plans and expectations for the next 12 months include raising additional capital to help fund commercial operations and product development. The Company utilizes cash in its operations of approximately $660,000 per month. Management believes, but it cannot be certain, its current holdings of cash, along with the cash to be generated from expected product sales and future financings, will be sufficient to meet its projected operating requirements for the next twelve months from the date of this report. If these sources do not provide the capital necessary to fund the Company’s operations during the next twelve months from the date of this Report, the Company may need to curtail certain aspects of its operations or expansion activities, consider the sale of its assets, or consider other means of financing. The Company can give no assurance that it will be successful in implementing its business plan and obtaining financing on terms advantageous to the Company or that any such additional financing would be available to the Company.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2018 and 2017. As this is an interim period financial statement, certain adjustments are not necessary as with a financial period of a full year. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2017, which contains the audited financial statements and notes thereto, for the years ended December 31, 2017 and 2016 included within the Company’s Form 10-K filed with the SEC on April 16, 2018. The interim results for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or for any future interim periods. Use of Estimates The Company prepares its financial statements in conformity with U.S. GAAP. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates. The consolidated financial statements presented include inventory reserves, fair value of derivative financial instruments along with other equity instruments, recoverability of deferred tax assets, collections of its receivables, and valuation of assets acquired and liabilities assumed by acquisition. Principles of Consolidation The condensed consolidated financial statements have been prepared using the accounting records of MagneGas and its wholly owned subsidiaries and all material intercompany balances and transactions have been eliminated. Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Inventory is comprised of industrial gases, welding supply finished goods and MagneGas2®. The Company carries little to no inventory classified as work in progress at any time. Estimates of lower of cost or net realizable value are based upon economic conditions, historical sales quantities and patterns, and in some cases, the specific risk of loss on specifically identified inventories. The Company evaluates inventories on a regular basis to identify inventory on hand that may be slow moving. Inventory that is in excess of current and projected use is reduced by an allowance to the level that approximates its estimate of future demand. Goodwill and Other Indefinite-lived Assets The Company records goodwill and other indefinite-lived assets in connection with business combinations. Goodwill, which represents the excess of acquisition cost over the fair value of the net tangible and intangible assets of acquired companies, is not amortized. Indefinite-lived assets are stated at fair value as of the date acquired in a business combination. The Company assesses the recoverability of goodwill and certain indefinite-lived intangible assets annually in the fourth quarter and between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Impairment testing for goodwill is done at a reporting unit level. Under Financial Accounting Standards Board (“FASB”) guidance for goodwill and intangible assets, a reporting unit is defined as an operating segment or one level below the operating segment, called a component. However, two or more components of an operating segment will be aggregated and deemed a single reporting unit if the components have similar economic characteristics. The Company operates as one reporting unit. Authoritative accounting guidance allows the Company to first assess qualitative factors to determine whether it is necessary to perform the more detailed two-step quantitative goodwill impairment test. The Company performs the quantitative test if its qualitative assessment determined it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit or asset. The quantitative goodwill impairment test, if necessary, is a two-step process. The first step is to identify the existence of a potential impairment by comparing the fair value of a reporting unit (the estimated fair value of a reporting unit is calculated using a discounted cash flow model) with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the reporting unit’s goodwill is considered not to be impaired and performance of the second step of the quantitative goodwill impairment test is unnecessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss to be recorded, if any. The second step of the quantitative goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined using the same approach as employed when determining the amount of goodwill that would be recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of its assets and liabilities as if the reporting unit had been acquired in a business combination and the fair value was the purchase price paid to acquire the reporting unit. Revenue Recognition In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations”, in April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing” and in May 9, 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606)”, or ASU 2016-12. This update provides clarifying guidance regarding the application of ASU No. 2014-09 - Revenue From Contracts with Customers which is not yet effective. These new standards provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In July 2015, the FASB deferred the effective date of ASU 2014-09 until annual and interim periods beginning on or after December 15, 2017. It has replaced most existing revenue recognition guidance under U.S. GAAP. The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. We have adopted Topic 606 using a modified retrospective approach and will be applied prospectively in our financial statements from January 1, 2018 forward. Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time”, depending on the facts and circumstances of the arrangement, and will be evaluated using a five-step model. The adoption of Topic 606 did not have a material impact on the financial statements, either at initial implementation nor will it have a material impact on an ongoing basis. Based on the Company’s analysis the Company did not identify a cumulative effect adjustment for initially applying the new revenue standards. The Company principally generates revenue through the sales of: (1) MagneGas2®, other industrial gases and welding supply goods and (2) Plasma Arc Flow Units, either directly or through one or more of its wholly owned welding supply and gas distribution subsidiaries. The Company’s revenue recognition policy for the year ending December 31, 2018 is as follows: ● Revenue for metal-working fuel, industrial gases and welding supplies is recognized at the point where the customer obtains control of the goods and we satisfy our performance obligation. The majority of the Company’s terms of sale have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when control has been transferred to the customer, generally at the time of shipment of products. Under the previous revenue recognition accounting standard, the Company recognized revenue upon transfer of title and risk of loss, generally upon the delivery of goods. ● Revenue generated from sales of a Plasma Arc Flow Unit (“Units”) is no longer recognized on a percentage of completion. Even though our Units are cost intensive and generally require a 6 to 9 month production cycle, revenue will now be recognized upon shipment of the completed machine. We require purchasers of our Units to make significant payments before we proceed with production and at 75% completion; these payments are now classified as customer deposits instead of revenue. The following table summarizes our revenue recognized in the condensed consolidated financial statements of operations: For the three months ended June 30, For the six months ended June 30, 2018 2017 2018 2017 Metal-working fuel, industrial gases and welding supplies 2,907,712 966,204 4,079,464 1,837,992 Plasma Arc Flow Unit - - - - Total revenues 2,907,712 966,204 4,079,464 1,837,992 Information on Remaining Performance Obligations and Revenue Recognized from Past Performance We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at June 30, 2018. Contract Balances The timing of our revenue recognition may differ from the timing of payment by our customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred revenue until the performance obligations are satisfied. Contract Costs Contract costs include labor and other costs to fulfill contracts associated with our Plasma Arc Flow are capitalized where the revenue is recognized at a point in time and the costs are determined to be recoverable. Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity under U.S. GAAP when determining the classification and measurement of its Preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as permanent equity. Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or canceled during the periods reported. The Company incurred stock-based compensation charges, net of estimated forfeitures of $105,075 and $0 for the three months ended June 30,2018 and 2017, respectively, and $123,674 and $0 for the six months ended June 30, 2018 and 2017, respectively, and has included such amounts in selling, general and administrative expenses in the consolidated statements of operations. Stock-Based Compensation for Non-Employees The Company accounts for warrants and options issued to non-employees under ASC 505-50, Equity Based Payments to Non-Employees, using the Black-Scholes option-pricing model. The value of such non-employee awards unvested are re-measured over the vesting terms at each reporting date. The Company incurred stock-based compensation charges, net of estimated forfeitures of $79,125 and $102,905 for the three months ended June 30, 2018 and 2017, respectively, and $142,599 and $243,145 for the six months ended June 30, 2018 and 2017, respectively, and has included such amounts in selling, general and administrative expenses in the condensed consolidated statements of operations. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. As of June 30, 2018, and 2017 the Company’s common stock equivalents outstanding are described as follows: June 30, 2018 2017 Options 231,084 238,100 Warrants 222,222 11,641,668 Convertible secured debentures - 276,334 Convertible preferred stock 2,990,618 225,000 Total common stock equivalents outstanding 3,443,924 12,381,102 The common stock equivalents have not been included in our weighted average shares outstanding calculation in the condensed consolidated statement of operations for the three and six months ended June 30, 2018 and 2017 as the inclusion would be antidilutive. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed in Note 14.

Acquisitions

Acquisitions	6 Months Ended
	Jun. 30, 2018
Business Combinations [Abstract]
Acquisitions	NOTE 4 – ACQUISITIONS January 2018 Asset Purchase: On January 19, 2018, the Company entered into an Amended and Restated Asset Purchase Agreement (“Amended Asset Purchase Agreement”) with GGNG Enterprises Inc. (formerly known as NG Enterprises, Inc.) and Guillermo Gallardo (collectively, the “Seller”) and closed the purchase of certain assets related to the Seller’s welding supply and gas distribution business in San Diego, California. The total purchase price for the Purchased Assets was $767,500. $22,500 was paid as a business broker commission and is included in goodwill. Upon consummation of the closing, on January 19, 2018, the Company commenced business operations in San Diego, California through its wholly owned subsidiary NG Enterprises Acquisition, LLC and is doing business as “Complete Welding San Diego”. The preliminary allocation of the consideration transferred is as follows: Cash $ 767,500 Total purchase price $ 767,500 Accounts receivable $ 55,000 Inventory 150,000 Cylinders 325,000 Trucks 10,000 Accounts payable assumed (148,719 ) Total purchase price allocation $ 391,281 Goodwill $ 376,219 February 2018 Asset Purchase: On February 16, 2018, the Company entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Green Arc Supply, L.L.C. (the “Seller”) and closed the purchase of certain assets related to the Seller’s welding supply and gas distribution business located in Louisiana and Texas. The total purchase price for the purchased assets and assumed liabilities was $2,259,616, which was comprised of a $1,000,000 cash payment and the issuance of 961,539 shares of restricted common stock having a fair value of $1,259,616. The Asset Purchase Agreement also included certain conditional and bonus payments to the Seller, subject to certain performance criteria being met, as well as other terms and conditions which are typical in asset purchase agreements. Further, in conjunction with the Asset Purchase Agreement, the Company entered into four (4) Assignment, Assumption and Amendment to Lease Agreements (each a “Lease Assumption Agreement”) with the Seller and the landlords of certain real property leased by the Seller for the operation of the Seller’s business locations in Louisiana and Texas. Upon consummation of the closing, the Company commenced operations in Texas and Louisiana through its wholly owned subsidiary MWS Green Arc Acquisition, LLC and is doing business as “Green Arc Supply”. The preliminary allocation of the consideration transferred is as follows: Cash $ 1,000,000 Shares issued in connection with acquisition 1,259,616 Total purchase price $ 2,259,616 Cash $ 15,000 Accounts receivable 277,000 Inventory 707,000 Other current assets 18,000 Cylinders 750,000 Trucks 250,000 Fixed assets 321,625 Other assets 75,000 Accounts payable assumed (154,009 ) Total purchase price allocation $ 2,259,616 Goodwill $ 0 April 2018 Stock Purchase: On April 3, 2018, MagneGas Corporation (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with Robert Baker, Joseph Knieriem (collectively, the “Sellers”) and Trico Welding Supplies, Inc., a California corporation (“Trico”) for the purchase of all of the issued and outstanding capital stock of Trico by the Company. Under the terms of the SPA, the Company purchased one hundred percent (100%) of Trico’s issued and outstanding capital stock for the gross purchase price of $2,000,000 (“Trico Stock”). The SPA included certain other terms and conditions which are typical in securities purchase agreements. On March 21, 2018, the Company made an initial non-refundable deposit for the purchase of the Trico Stock. Upon execution of the SPA the Company funded the remaining $1,000,000 balance due. Effective at closing, the Company commenced business operations in northern California through its new wholly owned subsidiary Trico Welding Supplies, Inc. The preliminary allocation of the consideration transferred is as follows: Cash $ 2,000,000 Total purchase price $ 2,000,000 Accounts receivable $ 714,000 Cash 54,000 Inventory 502,000 Refundable deposits 8,000 Prepaid 9,000 Customer relationships 449,000 Cylinders and trucks 493,000 Accounts payable assumed (536,000 ) Accrued liabilities (74,000 ) Capital leases (384,000 ) Deferred tax liability (112,000 ) Total purchase price allocation $ 1,123,000 Goodwill $ 877,000 All goodwill recorded as part of the purchase price allocations is currently anticipated to be tax deductible. The following unaudited proforma financial information presents the consolidated results of operations of the Company with MWS Green Arc Acquisition, LLC, NG Enterprises Acquisition, LLC and Trico Welding Supplies, Inc. for the three months ended June 30, 2018 and 2017, as if the above discussed acquisitions had occurred on January 1, 2017 instead of January 19, 2018, February 16, 2018 and April 3, 2018, respectively. The proforma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during those periods. For the three months ended June 30, For the six months ended June 30, 2018 2017 2018 2017 Revenues 2,907,712 2,918,269 5,720,278 5,697,216 Gross Profit 935,126 993,449 2,040,303 2,184,543 Operating Loss (3,379,142 ) (3,529,096 ) (6,403,894 ) (6,252,073 ) Net Loss (3,495,060 ) (2,752,275 ) (6,683,989 ) (4,831,863 ) Weighted Average Common Stock Outstanding 15,972,166 7,026,075 11,188,009 6,475,082 Loss per Common Share – Basic and Diluted (0.22 ) (0.39 ) (0.60 ) (0.75 )

Inventory

Inventory	6 Months Ended
	Jun. 30, 2018
Inventory Disclosure [Abstract]
Inventory	NOTE 5 - INVENTORY Inventory, consisting primarily of production materials consumables, spare parts and accessories was $2,134,777 and $738,950 at June 30, 2018 and December 31, 2017, respectively. June 30, 2018 December 31, 2017 Production materials consumables, spare parts, and accessories $ 2,134,777 $ 738,950 Work in process - - Total at cost 2,134,777 738,950 Slow moving inventory allowance (170,445 ) - Inventory, net $ 1,964,332 $ 738,950

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	NOTE 6 – INTANGIBLE ASSETS The Company’s recorded intangible assets consist of intellectual property, customer relationships and non-compete agreements. Applicable long–lived assets are amortized or depreciated over the shorter of their estimated useful lives, the estimated period that the assets will generate revenue, or the statutory or contractual term. Estimates of useful lives and periods of expected revenue generation are reviewed periodically for appropriateness and are based upon management’s judgment. Intellectual property is amortized on the straight-line method over its useful lives of 15 years. Customer relationships are amortized on the straight-line method over their useful lives of 10 years. Non-compete agreements are amortized on the straight-line method over the length of each agreement. The Company’s intangible assets consisted of the following: Estimated useful life June 30, 2018 December 31, 2017 Intellectual property 15 years $ 877,781 $ 869,502 Customer relationships 10 years 449,000 - Non-compete agreements 1-10 years 1,650,000 - Total intangible assets, gross 2,976,781 869,502 Less: Accumulated amortization (705,963 ) (457,171 ) Intangible assets, net $ 2,270,818 $ 412,331 The Company recorded amortization expense of $215,853 and $13,991 for the three months ended June 30, 2018 and 2017, respectively, and $248,792 and $27,965 for the six months ended June 30, 2018 and 2017, respectively. The following table outlines estimated future annual amortization expense for the next five years and thereafter: December 31, 2018 $ 180,739 2019 303,465 2020 303,465 2021 303,465 2022 303,465 Thereafter 876,219 Total $ 2,270,818

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Notes Payable	NOTE 7 – NOTES PAYABLE Point Financial Promissory Note Payable The Company entered into a short-term note agreement with a financing company on November 15, 2017. The new note has an implicit interest rate of 25% and the Company received net proceeds of $500,000. The short-term note agreement has a term of twelve (12) months and requires the Company to make monthly payments in the amount of $10,417 with a $625,000 balloon payment at end of term, which includes a $125,000 buy back premium. The Company has the right to prepay the amounts owed under the note at any time without penalty. The short-term note agreement has a blanket lien on the Company’s assets. The Company recorded $250,000 in commitment fees, buy back premiums and interest as an original issue discount and recorded a face amount of $750,000. The $250,000 in discount is being accreted over the 12-month life of the agreement using the straight-line method, which approximates the interest rate method. During the three and six months ended June 30, 2018 the Company has made discretionary principal prepayments in the amount of $83,125 and $363,250, respectively, which included the minimum payments under the terms of the agreement. The Company accretion of the debt discount for the three and six months ended June 30, 2018 was $71,378 and $117,376, respectively.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Stockholders' Equity	NOTE 8 - STOCKHOLDERS’ EQUITY Reverse Stock Splits On January 16, 2018, the Company filed an amendment to the Certificate of Incorporation to effect a one-for-fifteen reverse split of the Company’s issued and outstanding common stock which was effectuated on January 16, 2018. The reverse stock splits did not modify the rights or preferences of the common stock. Proportional adjustments have been made to the conversion and exercise prices of the Company’s outstanding common stock warrants, convertible notes, common stock options, and to the number of common stock shares issued and issuable under the Company’s equity compensation plan. The Company did not issue any fractional shares in connection with the reverse stock splits or change the par value per share. Fractional shares issuable entitle shareholders, to receive a cash payment in lieu of the fractional shares without interest. All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits. Common Shares Issued for Accounts Payable Settlement During the six months ended June 30, 2018, the Company issued 721,455 shares of common stock to its directors, officers and consultants to settle the outstanding payables and accrued compensation. The total fair value of these issuances was $564,873 of which $41,696 was recorded as current period expense as stock compensation. Common Shares Issued for Services During the three and six months ended June 30, 2018, the Company issued 1,155,160 and 1,786,935 shares of common stock to consultants, respectively. The total fair value of these issuances during the three and six months ended June 30, 2018 were $519,457 and $2,250,207, respectively. These shares vest over the service term from the date of issuance. $712,014 and $1,061,240 were recognized as stock-based compensation during three and six months ended June 30, 2018, respectively. As of June 30, 2018, $1,188,967 remains unvested. Common Stock Issued for Exercise of Warrants During the first quarter of 2018, the Company issued 75,000 shares of common stock for the exercise of warrants, cash proceeds were $750.

Preferred Stock

Preferred Stock	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Preferred Stock	NOTE 9 – PREFERRED STOCK Series C Convertible Preferred Stock During the six months ended June 30, 2018, investors converted 12,207 shares of Preferred Series C which had a stated value of $12,207,000 into 17,421,375 shares of the Company’s Common Stock. Series E Convertible Preferred Stock During the six months ended June 30, 2018, investors converted 280,110 shares of Preferred Series E which had a stated value of $380,950 into 135,754 shares of the Company’s Common Stock. Series F Convertible Preferred Stock On June 27, 2018, the Company entered into a Securities Settlement Agreement (“SSA”) with Maxim Group, LLC (“Maxim”). Maxim was entitled to certain placement agent fees from the Company in the aggregate amount of $556,016 arising from the convertible preferred transaction dated as of June 12, 2017, pursuant to the engagement letter, dated March 7, 2017, between the Company and Maxim. Under the terms of the SSA, the Company issued to Maxim 817,670 shares of Series F Convertible Preferred Stock with an initial total value of $556,016 (“Series F Convertible Preferred Stock”). The Series F Convertible Preferred Stock has an initial conversion price of $0.68 per share and will be initially convertible into an aggregate of 817,670 shares of Common Stock. Upon execution of the SAA, the Company reduced its outstanding obligations by $556,016. During the three months ended June 30, 2018, investors converted 201,550 shares of Series F Convertible Preferred Stock which had a stated value of $137,054 into 725,000 shares of the Company’s Common Stock for settlement of payable to the placement agents.

Common Stock Options

Common Stock Options	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Common Stock Options	NOTE 10 – COMMON STOCK OPTIONS Options outstanding as of June 30, 2018 consisted of the following: Weighted Weighted Average Average Options Exercise Remaining Intrinsic Outstanding Price Life in Years Value December 31, 2017 15,342 $ 159.34 1.58 - Granted 225,000 $ 0.93 10 - Exercised - Forfeited - Expired (9,258 ) $ 169.52 - - June 30, 2018 231,084 $ $ - Exercisable at June 30, 2018 139,618 As of June 30, 2018, the fair value of non-vested options totaled $84,594 which will be amortized to expense over the weighted average remaining term of 9.34 years. During the six months ended June 30, 2018, the Company granted options for the purchase of 225,000 shares of common stock to employees and directors of the Company. These options vest pro-rata over 24 months and have a life of ten years and an exercise price of $0.86-0.94 per share. The Company valued the stock options using the Black-Scholes option valuation model and the fair value of the awards was determined to be $208,300. The fair value of the common stock as of the grant date was determined to be $0.86-0.93 per share. The fair value of each employee option grant is estimated on the date of the grant using the Black-Scholes option-pricing model. Key weighted-average assumptions used to apply this pricing model during the three months ended 2018 were as follows: Risk free interest rate 2.79-2.84 % Expected term 10 years Volatility 183 % Dividends $ -

Common Stock Warrants

Common Stock Warrants	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Common Stock Warrants	NOTE 11 – COMMON STOCK WARRANTS Common Stock Warrants outstanding as of June 30, 2018 consisted of the following: Weighted Average Outstanding Exercise Price Remaining Life Balance- December 31, 2017 22,222 456 4.45 Granted 75,000 0.01 0.08 Exercised (75,000 ) 0.01 Expired - Balance- June 30, 2018 22,222 455.63 4.20 On January 17, 2018, the Company issued 75,000 common stock warrants in consideration for the services rendered by a consultant. The warrants were exercisable immediately and had an exercise price of $0.01. The warrants would have expired on February 17, 2018 had they not been exercised. During the first quarter of 2018, the Company issued 75,000 shares of common stock for the exercise of warrants, cash proceeds were $750. The fair value of the common stock warrants is $316,501, of which $79,125 and $142,599 was recognized as stock-based compensation for three and six months ended June 30, 2018, respectively. At June 30, 2018 the total intrinsic value of warrants outstanding and exercisable was $0.

Preferred Stock Warrants

Preferred Stock Warrants	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Preferred Stock Warrants	NOTE 12 – PREFERRED STOCK WARRANTS Preferred Stock Warrants outstanding to purchase Series C Preferred Stock as of June 30, 2018 consisted of the following: Weighted Weighted Average Average Warrants Exercise Remaining Outstanding Price Life in Years Balance -December 31, 2017 21,397 $ 900 - Granted - Exercised (12,444 ) $ 900 Forfeited - - Expired Balance- June 30, 2018 8,953 $ 900 Exercisable at June 30, 2018 8,953 During the three and six months ended June 30, 2018, the warrant holders exercised 3,141 and 12,444 Preferred Warrants into 3,141 and 12,444 Series C Convertible Preferred Shares, respectively. The investors simultaneously converted 2,789 and 12,207 shares, respectively during the three and six months ended June 30, 2018, which had a stated value of 2,789,000 and $12,207,000, respectively. These Series C Convertible Preferred Shares converted into 7,743,544 and 17,421,275 shares of the Company’s Common Stock during the three and six months ended June 30, 2018, respectively. Management analyzed the conversion features of the Series C Preferred stock underlying the Series C Preferred Warrants and recorded a beneficial conversion feature in the amount of $314,100 and $1,244,400, which was recognized as a deemed dividend for the three and six months ended June 30, 2018, respectively. At June 30, 2018 and December 31, 2017, the total intrinsic value of preferred stock warrants outstanding and exercisable was $0 and $0, respectively.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 13 - RELATED PARTY TRANSACTIONS Operating Leases – Related Party The Company previously occupied 5,000 square feet of a building owned by a related party. Rent was payable at $4,000 on a month-to-month basis. The facility allowed for expansion needs. The lease was held by EcoPlus, Inc., a company that is effectively controlled by Dr. Ruggero Santilli, a former officer and director of the Company and one of the people who currently has voting and investment control over 1,000,000 shares of Series A Preferred Stock which, in turn, has 100,000 votes per share on any matters brought to a vote of the common stock shareholders. The lease was terminated on May 27, 2017. Rent expense for the three months ended June 30, 2017 under this lease was approximately $12,000 and for the six months ended June 30, 2017 was approximately $20,000. Notes Payable – Related Parties As of December 31, 2017, the Company had a $50,000 promissory note with a member of the Board of Directors. The note bore interest of 15% per annum and was due on July 3, 2017. During the six months ended June 30, 2018 the Company repaid $40,000 in principal and $6,313 in interest. As of June 30, 2018, the balance payable was $13,125 including interest of $1,896. As of December 31, 2017, the Company had a $50,000 promissory note with the Company’s Chief Executive Officer (“CEO”). The note bears interest of 15% and was due on July 11, 2017. During the six months ended June 30, 2018 the Company repaid $20,000 in principal and $6,146 in interest. As of June 30, 2018, the balance payable was $33,125 including interest of $1,896.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 14 - COMMITMENTS AND CONTINGENCIES Litigation Certain conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. On April 16, 2015, there was an accident at the Company’s facilities which occurred during the gas filling process. As a result of the accident, one employee was killed and one was injured but has recovered and has returned to work. Although the Company has Workers Compensation Insurance and General Liability Insurance, the financial impact of the accident is unknown at this time. No customers have terminated their relationship with the Company as a result of the accident. On October 14, 2015 the Company received their final report from the Occupational and Safety Hazard Administration (“OSHA”) related to the accident. The OSHA report included findings, many of which were already resolved and a proposed citation. The Company was not cited for any willful misconduct and no final determination was made as to the cause of the accident. The Company received citations related to various operational issues and received an initial fine of $52,000. The Company has also been informed by the U.S. Department of Transportation that it has closed its preliminary investigation with no findings or citations to the Company. The U.S. Department of Transportation has the right to re-open the investigation should new information become available. The Company is still investigating the cause of the accident and there have been no conclusive findings as of this time. It is unknown whether the final cause of the accident will be determined and whether those findings will negatively impact Company operations or sales. The Company continues to be fully operational and transparent with all regulatory agencies. As of June 30, 2018, the Company has not accrued for any contingency. On November 18, 2016 a lawsuit was filed in District Court in Pinellas County, Florida by the Estate of Michael Sheppard seeking unspecified damages. The lawsuit alleges that the Company was negligent and grossly negligent in various aspects of its safety, training and overall work environment that led to the accident. The Company was not cited by OSHA for any willful misconduct nor did it receive any citations from the Department of Transportation. As of June 30, 2018, the Company has not accrued for any contingency.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 15 – SUBSEQUENT EVENTS Notes Payable – Related Parties On July 3, 2018, the Company repaid the remaining balance of that certain $50,000 promissory note held by a member of the Board of Directors. The note bore interest of 15% per annum and was originally due on July 3, 2017. On July 11, 2018, the Company repaid the remaining balance of a $50,000 promissory note with the Company’s Chief Executive Officer (“CEO”). The note bore interest of 15% and was originally due on July 11, 2017. Equity: During the period July 1, 2018 through August 8, 2018, the warrant holders exercised 2,522 Preferred Warrants into 2,522 Series C Preferred Shares. The investors converted 2,522 Series C Preferred Shares into 10,843,865 shares of the Company’s Common Stock. During the period July 1, 2018 through August 8, 2018, the warrant holders exercised 616,120 Preferred Warrants into 616,120 Series F Preferred Shares. The investors converted 616,120 Series F Preferred Shares into 2,407,106 shares of the Company’s Common Stock. During the period July 1, 2018 through August 8, 2018, the Company issued 301,725 shares of Common Stock to Joseph Knieriem as payment for non-compete and compensation agreements. The Company issued 64,103 shares of Common Stock to Christopher Huntington as payment for Board of Directors compensation.

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2018 and 2017. As this is an interim period financial statement, certain adjustments are not necessary as with a financial period of a full year. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2017, which contains the audited financial statements and notes thereto, for the years ended December 31, 2017 and 2016 included within the Company’s Form 10-K filed with the SEC on April 16, 2018. The interim results for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or for any future interim periods.
Use of Estimates	Use of Estimates The Company prepares its financial statements in conformity with U.S. GAAP. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates. The consolidated financial statements presented include inventory reserves, fair value of derivative financial instruments along with other equity instruments, recoverability of deferred tax assets, collections of its receivables, and valuation of assets acquired and liabilities assumed by acquisition.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements have been prepared using the accounting records of MagneGas and its wholly owned subsidiaries and all material intercompany balances and transactions have been eliminated.
Inventory	Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Inventory is comprised of industrial gases, welding supply finished goods and MagneGas2®. The Company carries little to no inventory classified as work in progress at any time. Estimates of lower of cost or net realizable value are based upon economic conditions, historical sales quantities and patterns, and in some cases, the specific risk of loss on specifically identified inventories. The Company evaluates inventories on a regular basis to identify inventory on hand that may be slow moving. Inventory that is in excess of current and projected use is reduced by an allowance to the level that approximates its estimate of future demand.
Goodwill and Other Indefinite-Lived Assets	Goodwill and Other Indefinite-lived Assets The Company records goodwill and other indefinite-lived assets in connection with business combinations. Goodwill, which represents the excess of acquisition cost over the fair value of the net tangible and intangible assets of acquired companies, is not amortized. Indefinite-lived assets are stated at fair value as of the date acquired in a business combination. The Company assesses the recoverability of goodwill and certain indefinite-lived intangible assets annually in the fourth quarter and between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Impairment testing for goodwill is done at a reporting unit level. Under Financial Accounting Standards Board (“FASB”) guidance for goodwill and intangible assets, a reporting unit is defined as an operating segment or one level below the operating segment, called a component. However, two or more components of an operating segment will be aggregated and deemed a single reporting unit if the components have similar economic characteristics. The Company operates as one reporting unit. Authoritative accounting guidance allows the Company to first assess qualitative factors to determine whether it is necessary to perform the more detailed two-step quantitative goodwill impairment test. The Company performs the quantitative test if its qualitative assessment determined it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit or asset. The quantitative goodwill impairment test, if necessary, is a two-step process. The first step is to identify the existence of a potential impairment by comparing the fair value of a reporting unit (the estimated fair value of a reporting unit is calculated using a discounted cash flow model) with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the reporting unit’s goodwill is considered not to be impaired and performance of the second step of the quantitative goodwill impairment test is unnecessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss to be recorded, if any. The second step of the quantitative goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined using the same approach as employed when determining the amount of goodwill that would be recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of its assets and liabilities as if the reporting unit had been acquired in a business combination and the fair value was the purchase price paid to acquire the reporting unit.
Revenue Recognition	Revenue Recognition In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations”, in April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing” and in May 9, 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606)”, or ASU 2016-12. This update provides clarifying guidance regarding the application of ASU No. 2014-09 - Revenue From Contracts with Customers which is not yet effective. These new standards provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In July 2015, the FASB deferred the effective date of ASU 2014-09 until annual and interim periods beginning on or after December 15, 2017. It has replaced most existing revenue recognition guidance under U.S. GAAP. The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. We have adopted Topic 606 using a modified retrospective approach and will be applied prospectively in our financial statements from January 1, 2018 forward. Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time”, depending on the facts and circumstances of the arrangement, and will be evaluated using a five-step model. The adoption of Topic 606 did not have a material impact on the financial statements, either at initial implementation nor will it have a material impact on an ongoing basis. Based on the Company’s analysis the Company did not identify a cumulative effect adjustment for initially applying the new revenue standards. The Company principally generates revenue through the sales of: (1) MagneGas2®, other industrial gases and welding supply goods and (2) Plasma Arc Flow Units, either directly or through one or more of its wholly owned welding supply and gas distribution subsidiaries. The Company’s revenue recognition policy for the year ending December 31, 2018 is as follows: ● Revenue for metal-working fuel, industrial gases and welding supplies is recognized at the point where the customer obtains control of the goods and we satisfy our performance obligation. The majority of the Company’s terms of sale have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when control has been transferred to the customer, generally at the time of shipment of products. Under the previous revenue recognition accounting standard, the Company recognized revenue upon transfer of title and risk of loss, generally upon the delivery of goods. ● Revenue generated from sales of a Plasma Arc Flow Unit (“Units”) is no longer recognized on a percentage of completion. Even though our Units are cost intensive and generally require a 6 to 9 month production cycle, revenue will now be recognized upon shipment of the completed machine. We require purchasers of our Units to make significant payments before we proceed with production and at 75% completion; these payments are now classified as customer deposits instead of revenue. The following table summarizes our revenue recognized in the condensed consolidated financial statements of operations: For the three months ended June 30, For the six months ended June 30, 2018 2017 2018 2017 Metal-working fuel, industrial gases and welding supplies 2,907,712 966,204 4,079,464 1,837,992 Plasma Arc Flow Unit - - - - Total revenues 2,907,712 966,204 4,079,464 1,837,992 Information on Remaining Performance Obligations and Revenue Recognized from Past Performance We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at June 30, 2018. Contract Balances The timing of our revenue recognition may differ from the timing of payment by our customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred revenue until the performance obligations are satisfied. Contract Costs Contract costs include labor and other costs to fulfill contracts associated with our Plasma Arc Flow are capitalized where the revenue is recognized at a point in time and the costs are determined to be recoverable.
Preferred Stock	Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity under U.S. GAAP when determining the classification and measurement of its Preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as permanent equity.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or canceled during the periods reported. The Company incurred stock-based compensation charges, net of estimated forfeitures of $105,075 and $0 for the three months ended June 30,2018 and 2017, respectively, and $123,674 and $0 for the six months ended June 30, 2018 and 2017, respectively, and has included such amounts in selling, general and administrative expenses in the consolidated statements of operations.
Stock-Based Compensation for Non-Employees	Stock-Based Compensation for Non-Employees The Company accounts for warrants and options issued to non-employees under ASC 505-50, Equity Based Payments to Non-Employees, using the Black-Scholes option-pricing model. The value of such non-employee awards unvested are re-measured over the vesting terms at each reporting date. The Company incurred stock-based compensation charges, net of estimated forfeitures of $79,125 and $102,905 for the three months ended June 30, 2018 and 2017, respectively, and $142,599 and $243,145 for the six months ended June 30, 2018 and 2017, respectively, and has included such amounts in selling, general and administrative expenses in the condensed consolidated statements of operations.
Basic and Diluted Net Loss Per Common Share	Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. As of June 30, 2018, and 2017 the Company’s common stock equivalents outstanding are described as follows: June 30, 2018 2017 Options 231,084 238,100 Warrants 222,222 11,641,668 Convertible secured debentures - 276,334 Convertible preferred stock 2,990,618 225,000 Total common stock equivalents outstanding 3,443,924 12,381,102 The common stock equivalents have not been included in our weighted average shares outstanding calculation in the condensed consolidated statement of operations for the three and six months ended June 30, 2018 and 2017 as the inclusion would be antidilutive.
Subsequent Events	Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed in Note 14.

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Summary of Revenue Recognition in Condensed Consolidated Statements of Operation	The following table summarizes our revenue recognized in the condensed consolidated financial statements of operations: For the three months ended June 30, For the six months ended June 30, 2018 2017 2018 2017 Metal-working fuel, industrial gases and welding supplies 2,907,712 966,204 4,079,464 1,837,992 Plasma Arc Flow Unit - - - - Total revenues 2,907,712 966,204 4,079,464 1,837,992
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	As of June 30, 2018, and 2017 the Company’s common stock equivalents outstanding are described as follows: June 30, 2018 2017 Options 231,084 238,100 Warrants 222,222 11,641,668 Convertible secured debentures - 276,334 Convertible preferred stock 2,990,618 225,000 Total common stock equivalents outstanding 3,443,924 12,381,102

Acquisitions (Tables)

Acquisitions (Tables)	6 Months Ended
	Jun. 30, 2018
Business Combinations [Abstract]
Schedule of Allocation of Consideration Transferred	The preliminary allocation of the consideration transferred is as follows: Cash $ 767,500 Total purchase price $ 767,500 Accounts receivable $ 55,000 Inventory 150,000 Cylinders 325,000 Trucks 10,000 Accounts payable assumed (148,719 ) Total purchase price allocation $ 391,281 Goodwill $ 376,219 The preliminary allocation of the consideration transferred is as follows: Cash $ 1,000,000 Shares issued in connection with acquisition 1,259,616 Total purchase price $ 2,259,616 Cash $ 15,000 Accounts receivable 277,000 Inventory 707,000 Other current assets 18,000 Cylinders 750,000 Trucks 250,000 Fixed assets 321,625 Other assets 75,000 Accounts payable assumed (154,009 ) Total purchase price allocation $ 2,259,616 Goodwill $ 0 The preliminary allocation of the consideration transferred is as follows: Cash $ 2,000,000 Total purchase price $ 2,000,000 Accounts receivable $ 714,000 Cash 54,000 Inventory 502,000 Refundable deposits 8,000 Prepaid 9,000 Customer relationships 449,000 Cylinders and trucks 493,000 Accounts payable assumed (536,000 ) Accrued liabilities (74,000 ) Capital leases (384,000 ) Deferred tax liability (112,000 ) Total purchase price allocation $ 1,123,000 Goodwill $ 877,000
Schedule of Proforma Information of Operations	The proforma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during those periods. For the three months ended June 30, For the six months ended June 30, 2018 2017 2018 2017 Revenues 2,907,712 2,918,269 5,720,278 5,697,216 Gross Profit 935,126 993,449 2,040,303 2,184,543 Operating Loss (3,379,142 ) (3,529,096 ) (6,403,894 ) (6,252,073 ) Net Loss (3,495,060 ) (2,752,275 ) (6,683,989 ) (4,831,863 ) Weighted Average Common Stock Outstanding 15,972,166 7,026,075 11,188,009 6,475,082 Loss per Common Share – Basic and Diluted (0.22 ) (0.39 ) (0.60 ) (0.75 )

Inventory (Tables)

Inventory (Tables)	6 Months Ended
	Jun. 30, 2018
Inventory Disclosure [Abstract]
Schedule of Inventory	June 30, 2018 December 31, 2017 Production materials consumables, spare parts, and accessories $ 2,134,777 $ 738,950 Work in process - - Total at cost 2,134,777 738,950 Slow moving inventory allowance (170,445 ) - Inventory, net $ 1,964,332 $ 738,950

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	The Company’s intangible assets consisted of the following: Estimated useful life June 30, 2018 December 31, 2017 Intellectual property 15 years $ 877,781 $ 869,502 Customer relationships 10 years 449,000 - Non-compete agreements 1-10 years 1,650,000 - Total intangible assets, gross 2,976,781 869,502 Less: Accumulated amortization (705,963 ) (457,171 ) Intangible assets, net $ 2,270,818 $ 412,331
Schedule of Future Amortization Expense	The following table outlines estimated future annual amortization expense for the next five years and thereafter: December 31, 2018 $ 180,739 2019 303,465 2020 303,465 2021 303,465 2022 303,465 Thereafter 876,219 Total $ 2,270,818

Common Stock Options (Tables)

Common Stock Options (Tables)	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Schedule of Options Outstanding	Options outstanding as of June 30, 2018 consisted of the following: Weighted Weighted Average Average Options Exercise Remaining Intrinsic Outstanding Price Life in Years Value December 31, 2017 15,342 $ 159.34 1.58 - Granted 225,000 $ 0.93 10 - Exercised - Forfeited - Expired (9,258 ) $ 169.52 - - June 30, 2018 231,084 $ $ - Exercisable at June 30, 2018 139,618
Schedule of Stock Options Valuation Assumptions	Key weighted-average assumptions used to apply this pricing model during the three months ended 2018 were as follows: Risk free interest rate 2.79-2.84 % Expected term 10 years Volatility 183 % Dividends $ -

Common Stock Warrants (Tables)

Common Stock Warrants (Tables)	6 Months Ended
	Jun. 30, 2018
Common Stock Warrants [Member]
Schedule of Common Stock Warrants Outstanding	Common Stock Warrants outstanding as of June 30, 2018 consisted of the following: Weighted Average Outstanding Exercise Price Remaining Life Balance- December 31, 2017 22,222 456 4.45 Granted 75,000 0.01 0.08 Exercised (75,000 ) 0.01 Expired - Balance- June 30, 2018 22,222 455.63 4.20

Preferred Stock Warrants (Table

Preferred Stock Warrants (Tables)	6 Months Ended
	Jun. 30, 2018
Preferred Stock Warrants [Member]
Schedule of Preferred Stock Warrants Outstanding	Preferred Stock Warrants outstanding to purchase Series C Preferred Stock as of June 30, 2018 consisted of the following: Weighted Weighted Average Average Warrants Exercise Remaining Outstanding Price Life in Years Balance -December 31, 2017 21,397 $ 900 - Granted - Exercised (12,444 ) $ 900 Forfeited - - Expired Balance- June 30, 2018 8,953 $ 900 Exercisable at June 30, 2018 8,953

Going Concern and Managements30

Going Concern and Managements' Plan (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 1,147,522	$ 81,566	$ 1,147,522	$ 81,566	$ 586,824	$ 1,616,410
Net loss	3,495,060	$ 2,241,777	6,514,500	4,022,936
Cash in operation			3,974,246	$ 2,377,367
Working capital deficit	1,235,578		1,235,578
Accumulated deficit	$ 71,097,370		71,097,370		$ 64,582,868
Cash burn rate amount			$ 660,000

Summary of Significant Accoun31

Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended		6 Months Ended
	Jun. 30, 2018USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2018USD ($)Segment	Jun. 30, 2017USD ($)
Number of reporting segment unit | Segment			1
Stock-based compensation	$ 105,075	$ 0	$ 123,674	$ 0
Non-Employee [Member]
Stock-based compensation	$ 79,125	$ 102,905	$ 142,599	$ 243,145

Summary of Significant Accoun32

Summary of Significant Accounting Policies - Summary of Revenue Recognition in Condensed Consolidated Statements of Operation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Total revenues	$ 2,907,712	$ 966,204	$ 4,079,464	$ 1,837,992
Metal-Working Fuel, Industrial Gases and Welding Supplies [Member]
Total revenues	2,907,712	966,204	4,079,464	1,837,992
Plasma Arc Flow Unit [Member]
Total revenues

Summary of Significant Accoun33

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Total common stock equivalents outstanding	3,443,924	12,381,102
Options [Member]
Total common stock equivalents outstanding	231,084	238,100
Warrants [Member]
Total common stock equivalents outstanding	222,222	11,641,668
Convertible Secured Debentures [Member]
Total common stock equivalents outstanding		276,334
Convertible Preferred Stock [Member]
Total common stock equivalents outstanding	2,990,618	225,000

Acquisitions (Details Narrative

Acquisitions (Details Narrative) - USD ($)	Apr. 03, 2018	Feb. 16, 2018	Jan. 19, 2018
Total purchase price	$ 2,000,000	$ 2,259,616	$ 767,500
Business broker commission			22,500
Cash payment	2,000,000	1,000,000	767,500
Issuance of number of restricted common stock, value		1,259,616
Trico Welding Supplies, Inc [Member] | Securities Purchase Agreement Execution [Member]
Gross purchase price of capital stock purchase	$ 1,000,000
Asset Purchase Agreement [Member] | NG Enterprises Inc [Member]
Total purchase price			$ 767,500
Asset Purchase Agreement [Member] | Green Arc Supply, L.L.C. [Member]
Total purchase price		2,259,616
Cash payment		$ 1,000,000
Asset Purchase Agreement [Member] | Green Arc Supply, L.L.C. [Member] | Restricted Stock [Member]
Number of restricted shares issued		961,539
Issuance of number of restricted common stock, value		$ 1,259,616
Securities Purchase Agreement [Member] | Trico Welding Supplies, Inc [Member]
Ownership percentage	100.00%
Gross purchase price of capital stock purchase	$ 2,000,000

Acquisitions - Schedule of Allo

Acquisitions - Schedule of Allocation of Consideration Transferred (Details) - USD ($)	Apr. 03, 2018	Feb. 16, 2018	Jan. 19, 2018	Jun. 30, 2018	Dec. 31, 2017
Business Combinations [Abstract]
Cash	$ 2,000,000	$ 1,000,000	$ 767,500
Shares issued in connection with acquisition		1,259,616
Total purchase price	2,000,000	2,259,616	767,500
Cash	54,000	15,000
Accounts Receivable	714,000	277,000	55,000
Inventory	502,000	707,000	150,000
Other current assets		18,000
Refundable deposits	8,000
Prepaid	9,000
Customer relationships	449,000
Cylinders		750,000	325,000
Trucks		250,000	10,000
Cylinders and trucks	493,000
Fixed assets		321,625
Other assets		75,000
Accounts payable assumed	(536,000)	(154,009)	(148,719)
Accrued liabilities	(74,000)
Capital leases	(384,000)
Deferred tax liability	(112,000)
Total purchase price allocation	1,123,000	2,259,616	391,281
Goodwill	$ 877,000	$ 0	$ 376,219	$ 3,343,280	$ 2,108,781

Acquisitions - Schedule of Prof

Acquisitions - Schedule of Proforma Information of Operations (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Business Combinations [Abstract]
Revenues	$ 2,907,712	$ 2,918,269	$ 5,720,278	$ 5,697,216
Gross Profit	935,126	993,449	2,040,303	2,184,543
Operating Loss	(3,379,142)	(3,529,096)	(6,403,894)	(6,252,073)
Net Loss	$ (3,495,060)	$ (2,752,275)	$ (6,683,989)	$ (4,831,863)
Weighted Average Common Stock Outstanding	15,972,166	7,026,075	11,188,009	6,475,082
Loss per Common Share - Basic and Diluted	$ (0.22)	$ (0.39)	$ (0.60)	$ (0.75)

Inventory (Details Narrative)

Inventory (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Inventory, gross	$ 2,134,777	$ 738,950

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Production materials consumables, spare parts, and accessories	$ 2,134,777	$ 738,950
Work in process
Total at cost	2,134,777	738,950
Slow moving inventory allowance	(170,445)	0
Inventory, net	$ 1,964,332	$ 738,950

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Amortization expense	$ 70,754	$ 43,677	$ 116,711	$ 146,757
Intangible Assets [Member]
Amortization expense	$ 215,853	$ 13,991	$ 248,792	$ 27,965
Intellectual Property [Member]
Estimated useful lives			15 years
Customer Relationships [Member]
Estimated useful lives			10 years

Intangible Assets - Schedule of

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Intangible assets, gross	$ 2,976,781	$ 869,502
Less: Accumulated amortization	(705,963)	(457,171)
Intangible assets, net	$ 2,270,818	412,331
Intellectual Property [Member]
Estimated useful life	15 years
Intangible assets, gross	$ 877,781	869,502
Customer Relationships [Member]
Estimated useful life	10 years
Intangible assets, gross	$ 449,000
Non-compete Agreements [Member]
Intangible assets, gross	$ 1,650,000
Non-compete Agreements [Member] | Minimum [Member]
Estimated useful life	1 year
Non-compete Agreements [Member] | Maximum [Member]
Estimated useful life	10 years

Intangible Assets, Net - Schedu

Intangible Assets, Net - Schedule of Future Amortization Expense (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
2,018	$ 180,739
2,019	303,465
2,020	303,465
2,021	303,465
2,022	303,465
Thereafter	876,219
Total	$ 2,270,818	$ 412,331

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Nov. 15, 2017	Jun. 30, 2018	Jun. 30, 2018
Debt instrument, periodic payment, principal		$ 83,125	$ 363,250
Accreted discount		71,378	$ 117,376
Short Term Note Agreement [Member]
Note interest rate	25.00%
Proceeds from short term debt	$ 500,000
Agreement term	12 months		12 months
Debt instrument, periodic payment, principal	$ 10,417
Balloon payment to be paid	625,000
Buy back premium	$ 125,000
Commitment fees			$ 250,000
Debt principal amount		$ 750,000	750,000
Accreted discount			$ 250,000

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	Jan. 17, 2018	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2018	Jun. 30, 2017
Common shares issued for settlement of accounts payable				$ 564,873
Stock compensation		$ 105,075		165,369	$ 1,882,255
Common shares issued for services, value		$ 712,014		$ 1,061,240
Number of shares remain unvested		1,188,967		1,188,967
Proceeds from warrant exercises				$ 750	$ 7,937
Common Stock Warrants [Member]
Stock compensation		$ 79,125		$ 142,599
Number of shares issued for the exercise of warrants			75,000
Proceeds from warrant exercises			$ 750
Directors, Officers and Consultants [Member]
Common shares issued for settlement of accounts payable, shares				721,544
Common shares issued for settlement of accounts payable				$ 564,873
Stock compensation				$ 41,696
Consultants [Member]
Common shares issued for services, shares		1,155,160		1,786,935
Common shares issued for services, value		$ 519,457		$ 2,250,207
Consultants [Member] | Common Stock Warrants [Member]
Common shares issued for services, shares	75,000

Preferred Stock (Details Narrat

Preferred Stock (Details Narrative) - USD ($)	Jun. 27, 2018	Jun. 30, 2018	Jun. 30, 2018	Jun. 27, 2018	Jun. 27, 2017
Securities Purchase Agreement Execution [Member]
Reduction on outstanding obligations				$ 556,016
Securities Settlement Agreement [Member] | Maxim Group, LLC [Member] | Series F Preferred Stock [Member]
Placement agent fees	$ 556,016
Stock issued during period new issue, shares	817,670
Stock issued during period new issue	$ 556,016
Conversion price per shsre					$ 0.68
Preferred Series C [Member] | Investor [Member]
Number of shares converted			12,207
Conversion of stock value, issued			$ 12,207,000
Common Stock [Member] | Securities Settlement Agreement [Member] | Maxim Group, LLC [Member]
Number of shares converted	817,670
Common Stock [Member] | Investor [Member]
Number of shares converted		725,000	17,421,375
Preferred Series E [Member] | Investor [Member]
Number of shares converted			280,110
Conversion of stock value, issued			$ 380,950
Common Stock One [Member] | Investor [Member]
Number of shares converted			135,754
Preferred Series F [Member] | Investor [Member]
Number of shares converted		201,550
Conversion of stock value, issued		$ 137,054

Common Stock Options (Details N

Common Stock Options (Details Narrative)	6 Months Ended
	Jun. 30, 2018USD ($)$ / sharesshares
Number of stock options granted | shares	225,000
Stock options exercise price per share
Stock options grant price per share	$ 0.93
Options [Member]
Fair value of non-vested options | $	$ 84,594
Non-vested options weighted average remaining term	9 years 4 months 2 days
Number of stock options granted | shares	225,000
Stock options vesting period	24 months
Stock options expiration period	10 years
Fair value of stock options | $	$ 208,300
Options [Member] | Minimum [Member]
Stock options exercise price per share	$ 0.86
Stock options grant price per share	0.86
Options [Member] | Maximum [Member]
Stock options exercise price per share	0.94
Stock options grant price per share	$ 0.93

Common Stock Options - Schedule

Common Stock Options - Schedule of Options Outstanding (Details)	6 Months Ended
	Jun. 30, 2018USD ($)$ / sharesshares
Equity [Abstract]
Option Outstanding, Balance Beginning | shares	15,342
Option Outstanding, Granted | shares	225,000
Option Outstanding, Exercised | shares
Option Outstanding, Forfeited | shares
Option Outstanding, Expired | shares	(9,258)
Option Outstanding, Balance Ending | shares	231,084
Option Outstanding, Exercisable | shares	139,618
Weighted Average Exercise Price, Beginning Balance	$ 159.34
Weighted Average Exercise Price, Granted	0.93
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited
Weighted Average Exercise Price, Expired	169.52
Weighted Average Exercise Price, Ending Balance
Weighted Average Remaining Life in Years Beginning	1 year 6 months 29 days
Weighted Average Remaining Life in Years Granted	10 years
Weighted Average Remaining Life in Years Ending	0 years
Intrinsic Value, Outstanding Beginning | $
Intrinsic Value, Granted
Intrinsic Value, Expired
Intrinsic Value, Outstanding Ending | $

Common Stock Options - Schedu47

Common Stock Options - Schedule of Stock Options Valuation Assumptions (Details)	6 Months Ended
	Jun. 30, 2018
Expected term	10 years
Volatility	183.00%
Dividends
Minimum [Member]
Risk free interest rate	2.79%
Maximum [Member]
Risk free interest rate	2.84%

Common Stock Warrants (Details

Common Stock Warrants (Details Narrative) - USD ($)	Jan. 17, 2018	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2018	Jun. 30, 2017
Proceeds from warrant exercises				$ 750	$ 7,937
Stock-based compensation		$ 105,075		$ 165,369	$ 1,882,255
Consultants [Member]
Common shares issued for services, shares		1,155,160		1,786,935
Common Stock Warrants [Member]
Warrants exercise price per share	$ 0.01
Warrants expire period	Feb. 17, 2018
Number of common stock issued for exercise of warrants			75,000
Proceeds from warrant exercises			$ 750
Fair value of common stock warrant			$ 316,501
Stock-based compensation		$ 79,125		$ 142,599
Intrinsic value of warrants outstanding		0		0
Intrinsic value of warrants exercisable		$ 0		$ 0
Common Stock Warrants [Member] | Consultants [Member]
Common shares issued for services, shares	75,000

Common Stock Warrants - Schedul

Common Stock Warrants - Schedule of Common Stock Warrants Outstanding (Details) - Common Stock Warrants [Member]	6 Months Ended
	Jun. 30, 2018$ / sharesshares
Warrants Outstanding, Beginning Balance | shares	22,222
Warrants Outstanding, Granted | shares	75,000
Warrants Outstanding, Exercised | shares	(75,000)
Warrants Outstanding, Expired | shares
Warrants Outstanding, Ending Balance | shares	22,222
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 456
Weighted Average Exercise Price, Granted | $ / shares	0.01
Weighted Average Exercise Price, Exercised | $ / shares	0.01
Weighted Average Exercise Price, Expired | $ / shares
Weighted Average Exercise Price, Ending Balance | $ / shares	$ 455.63
Weighted Average Remaining Life in Years, Beginning	4 years 5 months 12 days
Weighted Average Remaining Life in Years, Granted	29 days
Weighted Average Remaining Life in Years, Ending	4 years 2 months 12 days

Preferred Stock Warrants (Detai

Preferred Stock Warrants (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Series C Preferred Stock [Member]
Beneficial conversion feature, amount	$ 314,100	$ 1,244,400
Investor [Member]
Number of shares converted	2,789	12,207
Conversion of convertible securities, value	$ 2,789,000	$ 12,207,000
Preferred Warrants [Member]
Exercise of warrants into shares	3,141	12,444
Series C Convertible Preferred Shares [Member]
Exercise of warrants into shares	3,141	12,444
Common Stock [Member]
Number of shares converted	7,743,544	17,421,275
Preferred Stock Warrants [Member]
Exercise of warrants into shares		12,444
Intrinsic value of warrants outstanding	$ 0	$ 0	$ 0
Intrinsic value of warrants exercisable	$ 0	$ 0	$ 0

Preferred Stock Warrants - Sche

Preferred Stock Warrants - Schedule of Preferred Stock Warrants Outstanding (Details) - Preferred Stock Warrants [Member]	6 Months Ended
	Jun. 30, 2018$ / sharesshares
Warrants Outstanding, Beginning Balance	21,397
Warrants Outstanding, Granted
Warrants Outstanding, Exercised	(12,444)
Warrants Outstanding, Forfeited
Warrants Outstanding, Expired
Warrants Outstanding, Ending Balance	8,953
Warrants Outstanding, Exercisable	8,953
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 9
Weighted Average Exercise Price, Granted | $ / shares
Weighted Average Exercise Price, Exercised | $ / shares	9
Weighted Average Exercise Price, Forfeited/Exchanged | $ / shares
Weighted Average Exercise Price, Expired | $ / shares
Weighted Average Exercise Price, Ending Balance | $ / shares	$ 9
Weighted Average Remaining Life in Years, Beginning	0 years

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	Dec. 31, 2017USD ($)	Jun. 30, 2018USD ($)ft²	Jun. 30, 2017USD ($)	Jun. 30, 2018USD ($)ft²	Jun. 30, 2017USD ($)
Area of land | ft²		5,000		5,000
Rent payable		$ 4,000		$ 4,000
Rent expense			$ 12,000		$ 20,000
Debt instrument, periodic payment, principal		83,125		363,250
Board of Directors [Member]
Promissory notes payable	$ 50,000	13,125		13,125
Interest rate	15.00%
Debt instrument due date	Jul. 3, 2017
Debt instrument, periodic payment, principal				40,000
Debt instrument interest payable				6,313
Interest payable		1,896		1,896
Chief Executive Officer [Member]
Promissory notes payable	$ 50,000	33,125		33,125
Interest rate	15.00%
Debt instrument due date	Jul. 11, 2017
Debt instrument, periodic payment, principal				20,000
Debt instrument interest payable				6,146
Interest payable		$ 1,896		$ 1,896
EcoPlus, Inc. [Member]
Common stock, voting rights				The lease was held by EcoPlus, Inc., a company that is effectively controlled by Dr. Ruggero Santilli, a former officer and director of the Company and one of the people who currently has voting and investment control over 1,000,000 shares of Series A Preferred Stock which, in turn, has 100,000 votes per share on any matters brought to a vote of the common stock shareholders.
Lease termination date				May 27, 2017

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Apr. 16, 2015USD ($)
Commitments and Contingencies Disclosure [Abstract]
Litigation settlement	$ 52,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Jul. 11, 2018	Jul. 03, 2018	Dec. 31, 2017	Aug. 08, 2018	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017
Repayment of promissory note						$ 363,250
Preferred Warrants [Member]
Number of warrants exercised					3,141	12,444
Series C Convertible Preferred Shares [Member]
Number of warrants exercised					3,141	12,444
Board of Directors [Member]
Debt instrument, due date			Jul. 3, 2017
Chief Executive Officer [Member]
Debt instrument, due date			Jul. 11, 2017
Subsequent Event [Member] | Board of Directors [Member]
Repayment of promissory note		$ 50,000
Debt instrument, interest rate		15.00%
Debt instrument, due date		Jul. 3, 2017
Subsequent Event [Member] | Chief Executive Officer [Member]
Repayment of promissory note	$ 50,000
Debt instrument, interest rate	15.00%
Debt instrument, due date	Jul. 11, 2017
Subsequent Event [Member] | Warrant Holders [Member] | Preferred Warrants [Member]
Number of warrants exercised				2,522
Subsequent Event [Member] | Warrant Holders [Member] | Series C Convertible Preferred Shares [Member]
Number of warrants exercised				2,522
Subsequent Event [Member] | Warrant Holders [Member] | Preferred Warrants [Member]
Number of warrants exercised				616,120
Subsequent Event [Member] | Warrant Holders [Member] | Series F Convertible Preferred Shares [Member]
Number of warrants exercised				616,120
Subsequent Event [Member] | Investor [Member] | Series C Convertible Preferred Shares [Member]
Conversion of shares into stock				2,522
Subsequent Event [Member] | Investor [Member] | Common Stock [Member]
Conversion of shares into stock				10,843,865
Subsequent Event [Member] | Investor [Member] | Series F Convertible Preferred Shares [Member]
Conversion of shares into stock				616,120
Subsequent Event [Member] | Investor [Member] | Common Stock One [Member]
Conversion of shares into stock				2,407,106
Subsequent Event [Member] | Joseph Knieriem [Member] | Common Stock [Member]
Stock issued during period of compensation				301,725
Subsequent Event [Member] | Christopher Huntington [Member] | Common Stock [Member]
Stock issued during period of compensation				64,103