Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Oct. 01, 2020 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Banner Energy Services Corp. | ||
Entity Central Index Key | 0001589361 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,037,145 | ||
Entity Common Stock, Shares Outstanding | 7,000,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 226,917 | $ 207,094 |
Accounts receivable, net | 43,845 | 20,550 |
Prepaid expenses and other current assets, current portion | 522,950 | 254,740 |
Total current assets | 793,712 | 482,384 |
Noncurrent assets: | ||
Prepaid expenses, long-term portion | 69,375 | |
Fixed assets, net | 3,488,993 | 4,868,275 |
Right of use assets | 779,199 | |
Other assets | 101 | |
Assets of discontinued operations | 249,017 | 290,149 |
Total noncurrent assets | 4,517,209 | 5,227,900 |
Total assets | 5,310,921 | 5,710,284 |
Current liabilities: | ||
Accounts payable and other current liabilities | 2,198,558 | 1,049,284 |
Accounts payable - related parties | 1,862 | 3,324 |
Current liabilities of discontinued operations | 227,522 | 276,785 |
Current portion of lease liability | 220,234 | |
Current portion of long-term debt | 5,412,287 | 3,423,432 |
Notes payable - related parties | 2,029,492 | 1,100,000 |
Total current liabilities | 10,089,955 | 5,852,825 |
Long-term debt, net of current portion | 463,269 | 1,561,512 |
Lease liability, net of current portion | 566,145 | |
Total liabilities | 11,119,369 | 7,414,337 |
Commitments and contingencies | ||
Stockholders' Deficit: | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized, 6,865,853 and 5,668,246 shares issued and outstanding at December 31, 2019 and 2018, respectively | 686 | 567 |
Additional paid in capital | 3,192,162 | 2,003,740 |
Accumulated deficit | (9,001,296) | (3,708,360) |
Total stockholder' deficit | (5,808,448) | (1,704,053) |
Total liabilities and stockholders' deficit | $ 5,310,921 | $ 5,710,284 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par or stated value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 6,865,853 | 5,668,246 |
Common stock, shares outstanding | 6,865,853 | 5,668,246 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 8,614,989 | $ 14,715,217 |
Cost of Sales | 7,052,762 | 10,228,168 |
Gross Profit | 1,562,227 | 4,487,049 |
Operating expenses: | ||
Salaries and wages, including stock-based compensation | 2,117,285 | 2,005,050 |
Selling, general and administrative expenses | 2,200,718 | 3,516,590 |
Total operating expenses | 4,318,003 | 5,521,640 |
Operating loss | (2,755,776) | (1,034,591) |
Other income (expense): | ||
Bargain purchase gain | 208,690 | |
Forgiveness of debt | 300,643 | |
Other income (expense) | 315,055 | (1,099,303) |
Interest expense | (1,168,357) | (3,454,449) |
Total other income (expense) | (644,612) | (4,253,109) |
Loss from continuing operations before provision for income taxes | (3,400,388) | (5,287,700) |
Provision for income taxes | ||
Loss from continuing operations | (3,400,388) | (5,287,700) |
Loss from discontinued operations | (307,972) | (5,236) |
Net loss | $ (3,708,360) | $ (5,292,936) |
Net loss per share: | ||
Basic and diluted - continuing operations | $ (0.93) | $ (0.89) |
Basic and diluted - discontinued operations | (0.09) | 0 |
Net loss per share | $ (1.02) | $ (0.89) |
Weighted average shares outstanding | 3,622,057 | 5,895,534 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Shares [Member] | Additional Paid-In Capital [Member] | Stock Subscription Payable [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Apr. 01, 2018 | |||||
Beginning balance, shares at Apr. 01, 2018 | |||||
Shares issued to founder | $ 533 | (533) | |||
Shares issued to founder, shares | 5,326,491 | ||||
Shares issued for cash in private placement | $ 7 | 212,906 | 212,913 | ||
Shares issued for cash in private placement, shares | 75,431 | ||||
Shares issued for services | $ 27 | 749,973 | 750,000 | ||
Shares issued for services, shares | 266,325 | ||||
Warrants granted with placement of convertible note | 1,041,394 | 1,041,394 | |||
Net loss for the period | (3,708,360) | (3,708,360) | |||
Ending balance at Dec. 31, 2018 | $ 567 | 2,003,740 | (3,708,360) | (1,704,053) | |
Ending balance, shares at Dec. 31, 2018 | 5,668,246 | ||||
Shares issued for cash in private placement | $ 20 | 355,521 | 355,541 | ||
Shares issued for cash in private placement, shares | 197,260 | ||||
Shares issued for services | $ 6 | 179,994 | $ 180,000 | ||
Shares issued for services, shares | 63,918 | 50,000 | |||
Shares issued for services | $ 5 | 64,995 | $ 65,000 | ||
Shares issued for services, shares | 50,000 | ||||
Shares issued in reverse merger with Banner Midstream | $ 58 | (58) | |||
Shares issued in reverse merger with Banner Midstream, shares | 586,429 | ||||
Shares issued for secured note | $ 30 | 587,970 | 588,000 | ||
Shares issued for secured note, shares | 300,000 | ||||
Net loss for the period | (5,292,936) | (5,292,936) | |||
Ending balance at Dec. 31, 2019 | $ 686 | $ 3,192,162 | $ (9,001,296) | $ (5,808,448) | |
Ending balance, shares at Dec. 31, 2019 | 6,865,853 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (3,708,360) | $ (5,292,936) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 352,836 | 1,336,557 |
Gain from settlement | (87,731) | |
Loss from disposal of assets | 314,114 | 36,000 |
Share based compensation | 750,000 | 245,000 |
Shares issued for interest expense | 588,000 | |
Bargain purchase gain | (208,690) | |
Forgiveness of debt | (300,643) | |
Amortization of debt discount | 712,986 | 317,532 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 698,050 | (23,295) |
Prepaid expenses | (323,251) | (198,835) |
Interest of lease liability | (146,188) | |
Amortization of right of use asset | 153,369 | |
Other assets | (202) | 101 |
Accounts payable and other current liabilities | (301,590) | 1,188,491 |
Net cash used in operating activities | (1,493,866) | (2,091,610) |
Cash flows from investing activities | ||
Cash paid for acquisition | (303,434) | |
Proceeds from sale of fixed assets | 32,000 | |
Purchase of fixed assets | (1,957,422) | (25,276) |
Net cash provided by (used in) investing activities | (2,260,856) | 6,724 |
Cash flows from financing activities | ||
Proceeds from issuance of shares | 212,913 | 355,541 |
Proceeds from notes payable - related parties | 400,000 | 155,463 |
Proceeds from long-term debt | 5,910,573 | 5,637,823 |
Payments on long-term debt | (2,243,658) | (4,030,751) |
Proceeds (repayments) from related parties | 3,324 | |
Net cash provided by financing activities | 4,283,152 | 2,118,076 |
Net cash used in discontinued operations - operating activities | (33,923) | (13,367) |
Net cash used in discontinued operations - investing activities | (287,413) | |
Net cash used in discontinued operations | (321,336) | (13,367) |
Net increase in cash and cash equivalents | 207,094 | 19,823 |
Cash and restricted cash - beginning of year | 207,094 | |
Cash and restricted cash - end of year | 207,094 | 226,917 |
Supplemental schedule of cash flow information | ||
Cash paid for interest | 161,123 | 762,237 |
Cash paid for income taxes | 48,429 | |
Supplemental schedule of non-cash information | ||
Lease liability for right of use assets at inception | 932,567 | |
Debt for payment of convertible note via intermediary | 500,000 | |
Payment of convertible note via intermediary | (500,000) | |
Original issue discounts on notes payable | 301,413 | 551,504 |
Shares issued in reverse acquisition | 58 | |
Warrant value attached to convertible note payable | 1,041,394 | |
Assets acquired from acquisition of LAH | 4,297,267 | |
Liabilities assumed from acquisition of LAH | $ 3,785,042 |
Description of Business, Basis
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | NOTE 1: DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business The terms “we,” “us,” “our,” “registrant,” “Banner Energy”, and the “Company” refer to Banner Energy Services, Inc., a Nevada corporation. Entry into Merger Agreement; Creation of Merger Subsidiary; Closing Conditions for Merger On November 18, 2019, the Company merged with Banner Midstream Corp., a Delaware corporation (“Banner Midstream”). Banner Midstream has two operating subsidiaries: Pinnacle Frac Transport LLC, a Texas limited liability company (“Pinnacle Frac”) and Capstone Equipment Leasing LLC, a Texas limited liability company (“Capstone”). On September 26, 2019, the Company entered into an Agreement and Plan of Merger (the “Agreement”) by and among the Company, Banner Midstream and MTB Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), relating to a merger (the “Merger”) between Banner Midstream and Merger Sub. The closing of the Merger which occurred on November 18, 2019, was conditioned on the satisfaction of certain conditions by the various parties, as discussed in more detail below. In anticipation of the Agreement, on September 23, 2019, the Company formed Merger Sub. Pursuant to the Agreement, the Merger Sub was merged with and into Banner Midstream, with Banner Midstream being the surviving entity (the “Surviving Entity”). The outstanding shares of Banner Midstream prior to the Merger were converted into the right to receive shares of the Company, on a one-share-for-one-share basis. The shares of Merger Sub owned by the Company were converted into shares of the Surviving Entity, pursuant to which the Surviving Entity will be a wholly owned subsidiary of the Company. The directors and officers of Banner Midstream prior to the closing of the Merger remained the directors and officers of the Surviving Entity following the closing of the Merger. The Merger with Banner Midstream represents a reverse merger, and in accordance with the reverse merger, Banner Midstream is the accounting acquirer and the historical amounts presented prior to the Merger are those of Banner Midstream. The shareholders of Banner Midstream received shares equal to 90% of the outstanding stock of Banner Energy following the Merger. The Company amended its Articles of Incorporation (the “Amendment”) to effectuate a 1-for-95 reverse stock split of its outstanding shares of common stock (the “Reverse Split”). Additionally, immediately following the closing of the Merger, the Company and its secured debt holders finalized an agreement whereby the debt holders took possession of the Company’s biotechnology assets and assumed certain other Company obligations in lieu of payment by the Company of the amounts due in the secured debt instruments. On March 27, 2020, Banner Midstream was acquired by Ecoark Holdings, Inc., (“Ecoark”) pursuant a Stock Purchase Agreement, dated March 27, 2020 (the “Banner Purchase Agreement”), between Ecoark and Banner Energy. Pursuant to the Banner Purchase Agreement, Ecoark acquired 100% of the outstanding capital stock of Banner Midstream in consideration for 8,945,205 shares of common stock of Ecoark valued at $0.544 per share and assumed approximately $11,774,000 in short-term and long-term debt of Banner Midstream and its subsidiaries. As of March 27, 2020, Banner Midstream had four operating subsidiaries: Pinnacle Frac, Capstone, White River Holdings Corp., a Delaware corporation (“White River”); and Shamrock Upstream Energy LLC, a Texas limited liability company (“Shamrock”). White River and Shamrock were both acquired on March 27, 2020 by Banner Midstream and were acquired by Ecoark in this transaction, and are engaged in oil and gas exploration, production, and drilling operations on over 10,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. Banner Midstream entered into an agreement with Ozark Empire Capital Management (“Ozark”) on June 20, 2018 for 2,130,596 shares for Ozark to manage the executive function of Banner Midstream, raise capital for Banner Midstream, identify and complete acquisitions for Banner Midstream. Banner Midstream is operating as a holding company and acquisition vehicle for an ongoing roll-up of oilfield services companies focused on drilling rig, fracking, and oil and natural gas production services. Banner Midstream acquired one hundred percent of the issued and outstanding membership interests of Pinnacle Frac for 3,195,894 shares on May 24, 2018. Pinnacle Frac was an Arkansas limited liability company established on January 15, 2018. Pinnacle Frac has three wholly owned subsidiaries, LAH Lease Service LLC (“LAH”), LSQL Truck & Trailer Sales LLC (“LSQL”), and Triumph Energy Services, LLC (“Triumph”) which are Texas limited liability companies. Pinnacle Frac acquired one hundred percent of the issued and outstanding membership interests of LAH and LSQL on April 30, 2018, and subsequently transferred selected operations, employees, equipment, and contracts into Pinnacle Frac. Neither LAH nor LSQL currently have active operations or any assets. Pinnacle Frac acquired one hundred percent of the issued and outstanding membership interests of Triumph on November 6, 2018, and subsequently transferred selected contracts into Pinnacle Frac. Pinnacle Frac commenced operations in May 2018 and is engaged in the business of providing transportation of frac sand and logistics services to major hydraulic fracturing and drilling operators in the domestic United States. Banner Midstream established Pinnacle Vac Service LLC (“Pinnacle Vac”) a Texas limited liability company on May 8, 2018, with the Company having ownership of one hundred percent of the issued and outstanding membership interests of Pinnacle Vac. Pinnacle Vac is currently structured as a wholly owned subsidiary of the Company. Pinnacle Vac commenced operations in July 2018 and engaged in the business of providing water transportation (“vacuum services”) and roustabout work to major drilling operators and production wells in the United States. As of November 15, 2018, Pinnacle Vac no longer has any active operations or employees. See NOTE 8 – DISCONTINUED OPERATIONS. Banner Midstream established Capstone as a Texas limited liability company on May 23, 2018, with the Company having ownership of one hundred percent of the issued and outstanding membership interests of Capstone. Capstone is currently structured as a wholly owned subsidiary of the Company. Capstone commenced operations in October 2018 and is engaged in the business of procuring and financing equipment to various oilfield transportation services contractors (“owner-operators”). History Prior to the Merger with Banner Midstream, the Company was an early-stage life sciences and technology company pursuing the development of bio-pharmaceuticals to treat autoimmune diseases, which was known as Mount Tam Biotechnologies, Inc. The following reflected the Company’s post-merger corporate structure (State of Incorporation): Mount Tam Biotechnologies, Inc., formerly TabacaleraYsidron, Inc. (Nevada) Mount Tam Biotechnologies, Inc. (Delaware) - Sold October 2018. Mount Tam Therapeutics, Inc. (Delaware) – Formed October 2018. The Company is subject to a number of risks, including the need to acquire and successfully operate a new business, the risk of selling its Ecoark common stock and raising capital through equity and/or debt financings. See Item 1A “Risk Factors” included elsewhere in this Annual Report on Form 10-K. The Company was established in November 2011 under the name TabacaleraYsidron. On October 18, 2018, the “Company” and Mount Tam (“Mount Tam”), its wholly-owned subsidiary, entered into a stock purchase agreement (the “SPA”) with ARJ Consulting, LLC, a New York limited liability company (the “Buyer”), pursuant to which the Company sold 100% of the capital stock of Mount Tam to the Buyer (the “Sale Transaction”). Prior to the Sale Transaction, the Company caused Mount Tam to transfer certain assets, including the Buck Institute License Agreement, that Mount Tam was holding to another wholly-owned subsidiary of the Company, Mount Tam Therapeutics, Inc., a newly formed Delaware corporation. At the time of the Sale Transaction Mount Tam possessed certain Net Operating Losses and tax credits. Pursuant to the terms of the SPA, the Buyer purchased Mount Tam for a purchase price of $410,000. Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges. Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, all of which have a year end of December 31. All intercompany accounts, balances and transactions have been eliminated in the consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires 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 consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, estimates of discount rates in lease, liabilities to accrue, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. Acquisition Accounting The Company’s acquisitions are accounted for under the acquisition method of accounting whereby purchase price is allocated to tangible and intangible assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The excess of the fair value of the net assets acquired over the fair value of the consideration conveyed is recorded as a nonoperating gain on acquisition. The statements of operations for the periods presented include the results of operations for each of the acquisitions from the date of acquisition. See NOTE 7 –ACQUISITION. Customer Concentration and Credit Risk During 2019 and 2018, one of our customers accounted for approximately 88.0% and 93.5% respectively of our total gross revenues within our core frac sand transportation division. No other customers exceeded 10% of revenues during 2019 and 2018. 86.1% and two customers accounting for 57.3% and 28.8% of accounts receivable at December 31, 2019, and with the customer with the higher balance in 2019 accounting for 100% of accounts receivable at December 31, 2018. The Company believes it will continue to reduce the customer concentration risks by engaging new customers within its core frac sand transportation business and by continuing acquisitions exploration and production (E&P) for diversification purposes. 57% and three vendors account for 20.6%, 18.3%, and 18.1% respectively of accounts payable at December 31, 2019. 37% and, 37% and two different vendors account for 20.6% and 17.2% respectively at December 31, 2018. No other vendors exceeded 10% of accounts payable at December 31, 2019 and 2018. The Company maintains demand deposits with commercial banks. At times, certain balances held within these accounts may not be fully guaranteed or insured by the U.S. federal government. The uninsured portion of cash are backed solely by the assets of the underlying institution. As such, the failure of an underlying institution could result in financial loss to the Company. Cash and Cash Equivalents Cash equivalents include all highly liquid investments with original maturities of three months or less. The Company often maintains cash balances more than the $250,000 FDIC insured limit per account holder. The Company does not consider this risk to be material. Accounts Receivable Accounts receivable are comprised of unsecured amounts due from customers that have been conveyed to a factoring agent without recourse. The Company receives an advance from the factoring agent of 98% of the amount invoiced to the customer within one business day. The Company recognizes revenue for 100% of the gross amount invoiced, records an expense for the 2% finance fee charged by the factoring agent, and realizes cash for the 98% net proceeds received. The Company does not record an allowance for bad debts on any amounts that have been factored non-recourse. The Company, at times, may conduct business with a customer that has not been approved by the factoring agent to be factored with recourse. The Company will record an allowance for bad debts on receivables that have been factored with recourse due to risk of non-collection falling on the Company versus the factoring agent. As of December 31, 2019, and 2018, all receivables were factored without recourse, so the Company did not record an allowance for doubtful accounts. The factoring agent has the ability to hold various receivables into a reserve account due to various reasons such as documentation errors or customer disputes. As of December 31, 2019, and 2018, the Company had a factoring agent reserve balance of $0 and ($12,100) so a contra asset for that reserve was recorded against the Company’s accounts receivable balances. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, of ten years for all property and equipment, except leasehold improvements which are depreciated over the term f the lease, which is shorter than the estimated useful life of the improvements. ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. ASC 360-10 addresses criteria to be considered for long-lived assets expected to be disposed of by sale. Six criteria are listed in ASC 360-10-45-9 that must be met in order for assets to be classified as held for sale. Once the criteria are met, long-lived assets classified as held for sale are to be measured at the lower of carrying amount or fair value less costs to sell. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company tested the carrying value of its long-lived assets for recoverability during the year ended December 31, 2019 and period April 2, 2018 (Inception) through December 31, 2018, and there was impairment recorded in the amount of $525,693 for the year ended December 31, 2019. Accrued Expenses To prepare its financial statements, the Company estimates accrued expenses. The accrual process involves reviewing open contracts, communicating with personnel to identify services that have been performed on behalf of the Company and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The Company makes estimates of accrued expenses as of each balance sheet date based on the facts and circumstances known to the Company at that time. Although the Company does not expect the estimates to be materially different from amounts actually incurred, if the estimates of the status and timing of services performed differs from the actual status and timing of services performed, the Company may report amounts that are too high or too low in any particular period. Historically, the estimated accrued liabilities have approximated actual expenses incurred. Subsequent changes in estimates may result in a material change in the accruals. Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying values of the Company’s financial instruments such as cash, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. Revenue under master service agreements is recorded upon the performance obligation being satisfied. Typically, the satisfaction of the performance obligation occurs upon the frac sand load being delivered to the customer site and this load being successfully invoiced and accepted by the Company’s factoring agent. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers Cost of sales for Pinnacle Frac includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, direct employee labor, direct contract labor and fuel. Income Taxes The Company provides for income taxes under Financial Accounting Standards Board (“FASB”) Accounting Codification Number (“ASC”) 740, “Accounting for Income Taxes.” ASC 740 requires the use of an asset and liability approach in accounting for income taxes. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. In accordance with ASC 740, the Company must evaluate its tax positions and determined that there was no tax loss carryforward and no deferred tax assets or deferred tax liabilities at December 31, 2019 and 2018. Share-Based Payment Arrangements The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations. Leases The Company followed ASC 840 Leases Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only basic weighted average number of common shares are used in the computations. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. Going Concern The Company concluded that its negative cash flows from operations raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the consolidated financial statements are issued. Management believes that with the Company being acquired by Ecoark on March 27, 2020 as discussed below, this will result in sufficient capital to sustain operations for the next 12 months. Even though management believes this plan will allow the Company to continue as a going concern, there are no guarantees to the successful execution of this plan. These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. On March 27, 2020, Banner Midstream was acquired by Ecoark for 8,945,205 shares of common stock, and Ecoark assumed all of the debt of the Company. As of September 2020, the Company retained the 1,000,000 shares of Ecoark common stock. Impact of COVID-19 Any initial impact from COVID-19 occurred prior to the sale of Banner Midstream to Ecoark on March 27, 2020.,. While it is not possible at this time to estimate the impact that COVID-19 could have on the Company’s business, the continued spread of COVID-19 and the measures taken by the governments could disrupt the operation of the Company’s business. The principal effect will be to reduce the number of potential acquisition targets. At the same time, deterioration in the economy may or may not reduce the cost of any acquisition. This is largely dependent upon whether the number of competitors remains level, or decreases. The COVID-19 outbreak and mitigation measures may also have an adverse impact on global economic conditions, which could have an adverse effect on the Company’s potential to conduct financings on terms acceptable to the Company, if at all. The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus, the actions to contain its impact, and the extent and duration of economic downturns resulting therefrom. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 2: REVENUE The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The following table disaggregates the Company’s revenue by major source for the year ended December 31, 2019 and period April 2, 2018 (Inception) through December 31, 2018: 2019 2018 Revenue: Transportation and logistics $ 13,652,256 $ 8,418,966 Equipment rental revenue 923,617 194,788 Fuel rebate 139,344 - Other revenue - 1,235 $ 14,715,217 $ 8,614,989 There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of December 31: 2019 2018 Machinery and equipment – Pinnacle Frac Transport $ 4,343,242 $ 4,750,923 Machinery and equipment – Capstone Equipment Leasing 456,622 456,622 Leasehold improvements 25,276 - Accumulated depreciation and impairment (1,336,147 ) (339,270 ) Property and equipment, net $ 3,488,993 $ 4,868,275 Machinery and equipment with a net book value of $1,741,365 was recorded at the time of the acquisition of LAH Lease Service on April 30, 2018. Depreciation expense net of disposals from inception to December 31, 2018 was $339,270, and loss on disposal of assets was $314,114. Depreciation expense for the year ended December 31, 2019 was $483,183 and impairment expense on fixed assets of $525,693. Loss on disposal via assets sold was $36,000, while loss on disposal via assets impaired or taken out of service was $327,682. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 4: LONG-TERM DEBT Long-term debt consisted of the following as of December 31: 2019 2018 Senior secured bridge loan (a) $ 1,666,667 $ 3,534,475 Note payable – working capital (b) 200,000 - Note payable – LAH 1 (c) 110,000 110,000 Note payable – Unsecured note payable (d) 500,000 - Merchant Cash Advance (MCA) loan –1 (e) 266,786 - MCA loan – 2 (f) 347,222 - MCA loan - 3 (g) 135,417 - Note payable – Alliance Bank (h) 1,368,500 - Commercial loan – Pinnacle Frac – Firstar Bank (i) 999,692 1,261,517 Auto loan 1 – Pinnacle Vac – Firstar Bank (j) 42,155 52,260 Auto loan 2 – Pinnacle Frac – Firstar Bank (k) 55,532 68,496 Auto loan 3 – Pinnacle Vac – Ally Bank (l) 44,435 53,508 Auto loan 4 – Pinnacle Vac – Ally Bank (m) 45,824 51,398 Auto loan 5 – Pinnacle Vac – Ally Bank (n) 45,629 51,649 Auto loan 6 – Capstone – Ally Bank (o) 248,269 301,148 Tractor Loan 7 – Capstone – Tab Bank (p) 111,717 130,314 Total long-term debt 6,187,845 5,614,765 Less: debt discount (312,289 ) (629,821 ) Less: current portion (5,412,287 ) (3,423,432 ) Long-term debt, net of current portion $ 463,269 $ 1,561,512 (a) On November 21, 2019, the Company entered into a senior secured convertible note for $1,666,667 with an original issue discount of $204,230 ($182,295 at December 31, 2019). The note bears interest at the rate of 10% per annum and is due on November 15, 2020. The Company also issued 300,000 shares of common stock to the lender upon issuance. The Company’s previous senior secured note holders agreed to waive $261,500 of outstanding principal and $39,143 in remaining interest on their note at the request of the new senior lender to facilitate the successful closure of the transaction. Accrued interest on the note was $18,519 as of December 31, 2019. (b) An unrelated third-party advanced $200,000 to the Company. These amounts were due April 15, 2020 and bears interest at 14% interest per annum. Accrued interest on this note as of December 31, 2019 is $3,392. (c) Unsecured note payable previously issued April 2, 2018 which was assumed by the Company in the acquisition of a previous entity. The amount is past due and bears interest at 15% per annum. Accrued interest at December 31, 2019 is $18,188. (d) Unsecured notes payable issued in October 2019 to two unrelated third parties at 12% interest. There are two notes to this party in total. Accrued interest on these notes at December 31, 2019 is $10,795. (e) Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $104,119. (f) Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $135,417. (g) Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $40,625. (h) Original interest only loan dated June 14, 2019 with an original maturity date of April 14, 2020. The Company extended this loan at 4.95% with a new maturity date of April 14, 2025. Debt discount on this loan at December 31, 2019 was $129,994. (i) Original loan date of February 28, 2018, due July 28, 2020 at an interest rate of the Wall Street Journal Prime Rate adjusting annually on the anniversary of the note for $1,428,132 for 18 tractor trucks maturing on February 28, 2020. The note is secured by the collateral purchased and accrues interest annually at 4.50% with principal and interest payments due monthly. (j) On July 20, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $56,300 for a service truck maturing July 20, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (k) On August 3, 2018, Pinnacle Frac Transport entered into a long-term secured note payable for $72,669 for a service truck maturing August 3, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (l) On July 18, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $55,525 for a service truck maturing August 17, 2024. The note is secured by the collateral purchased and accrued interest annually at 9.00% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (m) On July 26, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $53,593 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (n) On July 26, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $55,268 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (o) On November 5, 2018, Capstone entered into four long-term secured notes payable for $139,618 maturing on November 5, 2021. The notes are secured by the collateral purchased and accrued interest annually at rates ranging between 6.89% and 7.87% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (p) On November 7, 2018, Capstone entered into a long-term secured note payable for $301,148 maturing on November 22, 2023. The note is secured by the collateral purchased and accrued interest annually at 10.25% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. In addition, on September 28, 2018 the Company repaid a short-term senior secured note payable, originally due July 31, 2018, for $1,536,437. This note was issued on April 30, 2018 with interest accruing at 10% annually with interest due upon maturity. The note principal and all accrued interest totaling $55,891 were paid in full on September 28, 2018. The Company incurred interest expense of $2,866,449 and $1,168,357 for the year ended December 31, 2019 and period April 2, 2018 (Inception) through December 31, 2018, respectively. The following is a list of maturities (net of discount) as of December 31: 2020 $ 5,412,287 2021 197,936 2022 123,586 2023 117,389 2024 24,358 $ 5,875,556 |
Notes Payable - Related Parties
Notes Payable - Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable - Related Parties | NOTE 5: NOTES PAYABLE - RELATED PARTIES Notes payable to related parties consisted of the following as of December 31: 2019 2018 Note - Director (a) $ 631,492 $ 77,000 Notes - Director (b) 1,080,500 968,000 Note – Director (c) 250,000 - Note – Officer (d) 67,500 55,000 Total Notes Payable – Related Parties 2,029,492 1,100,000 Less: Current Portion of Notes Payable – Related Parties (2,029,492 ) (1,100,000 ) Long-term debt, net of current portion $ - $ - (a) A director advanced $234,000 in four notes ($474,492) and in advances ($157,000) to the Company. One of the note amounts is past due and bears interest at 10% per annum. Accrued interest at December 31, 2019 is $39,365. (b) A director advanced $1,080,500 in four separate notes to the Company. Two of these amounts are past due and these notes are due at various times through December 2020 and bear interest at 10-15% interest per annum. Accrued interest on these notes as of December 31, 2019 is $153,560. (c) On January 16, 2019, the Company entered into a short-term junior secured promissory note payable with a director for $250,000 maturing on June 15, 2019, extended to December 16, 2019, and further extended to June 30, 2020. The note accrues interest annually at 10% and has a subordinated security interest to the senior secured convertible note payable entered into on August 24, 2018. Accrued interest at December 31, 2019 is $19,041. (d) An officer of the Company advanced $67,500 in two notes. This amount is due July 2020 and bears interest at 10-15% interest per annum. Accrued interest on these notes as of December 31, 2019 is $14,786. The Company incurred interest expense of $129,036 and $97,718 for the year ended December 31, 2019 and period April 2, 2018 (Inception) through December 31, 2018, respectively. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 6: STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock The Company has authority to issue up to 200,000,000 shares, par value $0.0001 per share. Our shareholders approved an increase in the authorized number of shares from 100,000,000 to 200,000,000 in May 2018. As of December 31, 2019, there were 6,865,853 shares of the Company’s common stock issued and outstanding. On November 14, 2019, the Company completed a 1 for 95 reverse stock split. All shares and per share figures have been retroactively adjusted to account for this reverse split and reverse acquisition. The Company issued in total 5,326,491 shares of restricted common stock for one hundred percent of the issued and outstanding membership interest of Pinnacle Frac Transport LLC on May 24, 2018 and on June 20, 2018 as a part of a management agreement with Ozark Empire Capital Management to manage the executive function of the Company, raise capital for the Company, identify and complete acquisitions for the Company, and lead the Company’s effort to file to go public. The Company issued an additional 75,431 shares of restricted common stock in September through December 2018 for proceeds totaling $212,913 to various high net worth accredited investors as a part of an equity financing round. The Company issued an additional 266,325 shares of restricted common stock in October through December 2018 to various advisors representing the Company for business development, for a total $750,000. The Company issued an additional 197,260 shares of common stock in January through April 2019 for proceeds totaling $355,541 to various high net worth accredited investors as a part of an equity financing round. On February 1, 2019 and on April 1, 2019, the Company issued 63,918 total to an advisor representing the Company for business development valued at $180,000. During the year ended December 31, 2019, the Company issued 586,429 shares for the acquisition of Banner Midstream; 300,000 shares for the entering into a secured note payable valued at $588,000 and 50,000 shares issued for services rendered valued at $65,000. Stock Options The Company’s Board of Directors approved the adoption of the 2016 Stock-Based Compensation Plan (the “2016 Plan”) on May 12, 2016. A majority of the stockholders approved the 2016 Plan by written consent on June 27, 2016. A copy of the 2016 Plan is included as Exhibit A to the Company’s Information Statement filed with the SEC on July 11, 2016. On May 2, 2016, the Company granted options to purchase up to 2,737 shares of Common Stock under the Plan in the aggregate, with an exercise price of $56.05 per share. On December 28, 2018, the Company granted options to purchase up to 51,683 shares of Common Stock under the Plan in the aggregate, with an exercise price of $1.90 per share. Options will vest as per below tables: Name Number of Stock Options Vesting Schedule Brian Kennedy (Chairman) – 5/2/2016 2,632 Options vesting over 4 years, 25% (658) per year Juniper Pennypacker – 5/2/2016 105 Options vesting over 4 years, 25% (26 options) per year Name Number of Stock Options Vesting Schedule Richard Marshak (CEO) – 12/28/2018 37,105 50% vested. Balance vesting over 2 years, 25% (9,276 options) per year Jim Stapleton (CFO) – 12/28/2018 10,789 50% vested. Balance vesting over 2 years, 25% (2,697 options) per year Brian Kennedy (Chairman) – 12/28/2018 3,684 50% vested. Balance vesting over 2 years, 25% (921) per year Juniper Pennypacker – 12/28/2018 105 50% vested. Balance vesting over 2 years, 25% (25 options) per year On October 2, 2016, the Company granted options to purchase up to 1,421 shares of Common Stock under the Plan in the aggregate, with an exercise price of $38.00 per share. On December 28, 2018, the Company granted options to purchase up to 4,579 shares of Common Stock under the Plan in the aggregate, an exercise price of $1.90 per share. Options will vest as per below tables: Name Number of Stock Options Vesting Schedule Bryan Cox (consultant) – 10/7/2016 1,053 Options Vesting over 4 years, 25% (263 options) per year Jim Stolzenbach (consultant) – 10/7/2016 368 Options vesting over 4 years, 25% (92) per year Name Number of Stock Options Vesting Schedule Bryan Cox (consultant) – 12/28/2018 3,158 50% vested. Balance vesting over 2 years, 25% (789 options) per year Jim Stolzenbach (consultant) – 12/28/2018 1,421 50% vested. Balance vesting over 2 years, 25% (355) per year The Company determined the value of share-based compensation using the Black-Scholes fair value option-pricing model using the following weighted average assumptions for options granted during the year ended December 31, 2018. All options stand completely vested on the date of the reverse merger November 18, 2019. Date of Grant Expected term (years) 10 Expected volatility 283 % Risk-free interest rate 2.55 % Dividend yield 0 % As summary of option activity under the 2016 Plan as of December 31, 2019 and 2018, and changes during the periods then ended is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2017 68,052 $ 56.05 8.10 Granted 56,263 1.90 5.00 Exercised - - - Forfeited - - - Expired - - - Canceled (63,894 ) 56.05 8.10 Balance outstanding at December 31, 2018 60,421 $ 28.50 8.68 Exercisable at December 31, 2018 56,263 $ 28.50 8.68 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2018 60,421 $ 28.50 8.68 Granted - - - Exercised - - - Forfeited - - - Expired - - - Canceled - - - Balance outstanding at December 31, 2019 60,421 $ 28.50 7.68 Exercisable at December 31, 2019 60,421 $ 28.50 7.68 Warrants On August 10, 2017, the Company entered into a Securities Purchase Agreement with two investors to purchase from the Company 42,510 shares of the Company’s common stock for an aggregate purchase price of $525,000. The investors received a warrant to purchase an additional 5,314 shares at an exercise price of $14.25 per share, and a warrant to purchase an additional 5,314 shares at an exercise price of $19.00 per share. Both warrants have a call provision when the Company’s common stock trades for five consecutive days at a price equal or greater than 500% of the exercise price of each warrant agreement. Both warrant agreements expire August 10, 2022. Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2017 10,628 $ 16.625 4.90 $ 176,683 Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2018 10,628 $ 16.625 3.7 $ 176,683 Exercisable at December 31, 2018 10,628 $ 16.625 3.7 $ 176,683 Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 10,628 $ 16.625 3.7 $ 176,683 Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2019 10,628 $ 16.625 2.7 $ - Exercisable at December 31, 2019 10,628 $ 16.625 2.7 $ - |
Acquisitions - Banner Midstream
Acquisitions - Banner Midstream | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions - Banner Midstream | NOTE 7: ACQUISITIONS – BANNER MIDSTREAM LAH Lease Service LLC Acquisition Banner Midstream made a bargain purchase of $100 for LAH Lease Service LLC, on April 30, 2018, which was insolvent at the time of acquisition. All of the issued and outstanding membership interests of LAH were purchased for a cost of $208,690 below net book value which resulted in the gain on acquisition. LAH LEASE SERVICE LLC STATEMENT OF ASSETS AND LIABILITIES As of April 30, 2018 Assets Accounts Receivable (net of allowance for uncollectible accounts) 718,600 Machinery & Equipment (net of accumulated depreciation) 1,741,365 Total Assets $ 2,459,965 Liabilities Cash Overdrawn 3,434 Accounts Payable 123,423 Accrued Expenses 1,424,318 Short-term Notes Payable 100,000 Related Party Notes Payable 600,000 Total Liabilities $ 2,251,175 Net Book Value $ 208,790 Acquisition Purchase Price 100 Gain on Acquisition $ 208,690 Pro forma (Unaudited) Pinnacle Frac acquired one hundred percent of the issued and outstanding membership interests of LAH and LSQL on April 30, 2018, and subsequently transferred selected operations, employees, equipment, and contracts into Pinnacle Frac. The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on April 30, 2018. The unaudited pro forma results include amortization associated with preliminary estimates for the acquired intangible assets on these unaudited pro forma adjustments. The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies, or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations: From May 1, 2018 to December 31, 2018 Pinnacle LAH Revenues $ 8,420,200 $ - $ - $ 8,420,200 $ - $ 8,420,200 Net income (loss) $ (1,565,945 ) $ (372 ) $ (272 ) $ (1,566,589 ) $ (314,114 ) $ (1,566,589 ) From May 1, 2018 to December 31, 2018, the proforma adjustment of $314,114 is for a loss on disposal recorded for the 8 months ended December 31, 2018 for equipment that was acquired and not deemed fit to be placed into service. There was no amortization expense recorded from the acquisition date to December 31, 2018 due to the acquisition being purchased below net book value and no goodwill being recorded. Reverse Merger with Banner Midstream On September 26, 2019, the Company executed a reverse merger agreement with Banner Midstream. The Merger closed on November 18, 2019, with Banner Midstream becoming a wholly owned subsidiary of the Company. Under terms of the agreement, Banner Midstream became a subsidiary of the Company. Upon closure of the transaction, the Company executed the 1-for-95 Reverse Split. The Reverse Split and name change to MTB Corp. then Banner Energy took effect November 14, 2019. At the time of closing, shareholders of the Company had a combined ownership position of approximately 10%, and the former Banner Midstream shareholders collectively owned approximately 90% of the outstanding stock. On February 12, 2020, the name from MTB Corp. was changed to Banner Energy Services Corp. On March 27, 2020, Banner Energy Services Corp divested Banner Midstream to Ecoark. See NOTE 13: SUBSEQUENT EVENTS. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 8: DISCONTINUED OPERATIONS The Company made the decision to discontinue the operations of its wholly owned subsidiary, Pinnacle Vac, effective October 31, 2018 due to the inability of Pinnacle Vac’s management to develop a sustainable, profitable business model. All of the non-managerial staff of Pinnacle Vac were terminated on October 23, 2018 and all of its oilfield services operations were terminated on October 23, 2018. The managerial staff of Pinnacle Vac was terminated on November 15, 2018 and Pinnacle Vac’s rental facility at Sligo Rd was vacated on November 15, 2018. Pursuant to ASC 205-20, Presentation of Financial Statements – Discontinued Operations, ASC-20-45-1B, paragraph 360-10-45-15, Pinnacle Vac will be disposed of other than by sale via an abandonment and termination of operations with no intent to classify the entity or assets as Available for Sale. Pursuant to ASC 205-20-45-3A, the results of operations of Pinnacle Vac from inception to discontinuation of operations will be reclassified to a separate component of income, below Net Income/(Loss), as a Loss on Discontinued Operations. All of the equipment assets of Pinnacle Vac and the related loan liabilities will be subsequently transitioned into a separate wholly owned subsidiary of Banner, Capstone Equipment Leasing LLC to continue servicing the debt. The remaining current assets of Pinnacle Vac will be used to settle any outstanding current liabilities of Pinnacle Vac. A loss contingency will be recorded on the books of Banner if any of the outstanding liabilities or obligations of Pinnacle Vac resulting from this abandonment are reasonably estimable and likely to be incurred. December 31, 2019 and 2018 2019 2018 Cash and Cash Equivalents $ 51 $ 183 Prepaid Expenses - 10,500 $ 51 $ 10,683 Machinery and Equipment (net of accumulated depreciation) 248,966 248,966 Intangible Assets (net of accumulated amortization) - 30,500 $ 249,017 $ 290,149 Accounts Payable 227,522 245,285 Accrued Expenses - 31,500 $ 227,522 $ 276,785 Year Ended December 31, 2019 and May 8, 2018 (Inception) to October 31, 2018 Revenue $ - $ 369,781 Cost of Sales - 245,759 Gross Profit - 124,022 Operating Expenses 5,236 431,994 Loss from discontinued operations $ (5,236 ) $ (307,972 ) Non-cash revenues (expenses) 8,131 (13,364 ) Net cash used in discontinued operations $ (13,367 ) $ (321,336 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9: COMMITMENTS AND CONTINGENCIES Litigation Pinnacle Frac retained counsel in connection with certain litigation. The Company received a full settlement and release from all plaintiffs on December 31, 2019 and incurred no loss liabilities other than the costs for its external legal counsel at ABDM. The Company has been assigned a $1,661,858 judgment against William “Bill” Hamrick, the former owner of LAH and LSQL. The judgment was transferred by FracSure LLC (“FracSure”) to the Company on September 28, 2018 because of the Company satisfying the payment in full on a $1,536,437 note payable for equipment in September 2018. The Company engaged with the law firm, Pakis, Giotes, Page & Burleson (“Pakis”) on November 15, 2018 to begin collection efforts on the judgment in the State of Texas. The Company retained counsel in Texas and Louisiana seeking to collect the judgment. As of December 31, 2019, the Company has not been successful in its attempts to collect on the judgment. Accounts Payable Pinnacle Vac Service has $227,522 and $245,285 in accounts payable as of December 31, 2019 and 2018 and has not had sufficient funds to make any significant payments since operations were discontinued in October 2018. The Company has not signed any corporate guaranty on this subsidiary’s payables, but the accounts payable balance remains as a liability until each payable can successfully be satisfied with the vendor. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 10: LEASES The Company has adopted ASU No. 2016-02, Leases (Topic 842) The Company has also elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. Adoption of the new standard did not result in an adjustment to retained earnings for the Company. The leased property at the Preston Rd Office was assigned by Razor to Capstone for and in consideration of $10.00 on January 1, 2019. The Company’s co-tenancy agreement with Razor was subsequently terminated on January 1, 2019. As of December 31, 2019, the value of the unamortized lease right of use asset is $779,199. As of December 31, 2019, the Company’s lease liability was $786,379. Maturity of Lease Liability for year ended December 31, 2021 $ 220,234 2022 $ 199,838 2023 $ 179,722 2024 $ 135,260 2025 $ 51,325 Total lease payments $ 786,379 Amortization of the right of use asset for fiscal year ended December 31, 2021 $ 215,727 2022 $ 195,536 2023 $ 177,391 2024 $ 138,609 2025 $ 51,936 Total lease payments $ 779,199 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 11: RELATED PARTY TRANSACTIONS The Company and its subsidiaries Pinnacle Frac Transport, Pinnacle Vac Service, and Capstone are tenants at 5899 Preston Road #505, Frisco, TX 75034 (“Preston Rd Office”) since inception. In addition, the principal operations of the Company and Capstone have been managed out of the aforementioned Preston Road location. The Preston Rd Office is currently being leased but not utilized by a related party managed by Ozark Empire Capital Management, Razor Medical Science LLC (“Razor”). The Company previously had entered into a co-tenancy agreement with Razor where the Company would pay $1,600 per month which is equal to one half of the total lease payment owed by Razor to the lessor; the agreement was for 36 months beginning in April 2018, the original usage date by the Company. Razor discontinued operations on January 1, 2019 and an assignment was executed to transfer the lease into the name of Capstone for full-time usage by the Company at a rental rate of $3,300 per month. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12: INCOME TAXES The Company is a newly created legal entity during the tax year 2018 (April 2, 2018) and was not eligible to file tax returns in prior years. All of the Company’s wholly owned subsidiaries were disregarded entities prior to acquisition and continue to be after acquisition. The Company has elected to report its fiscal year end as of December 31 and has elected tax treatment as of a December 31 calendar year end. The Company accounts for income taxes under ASC Topic 740: Income Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company has a net operating loss carryforward for tax purposes totaling ($9,001,296) at December 31, 2019. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), which makes broad and complex changes to the U.S. tax code. Certain of these changes may be applicable to the Company, including but not limited to, reducing the U.S. federal corporate tax rate from 35 percent to 21 percent, creating a new limitation on deductible interest expense, eliminating the corporate alternative minimum tax (“AMT”), modifying the rules related to uses and limitations of net operating loss carryforwards generated in tax years ending after December 31, 2017, and changing the rules pertaining to the taxation of profits earned abroad (IRC Sec. 965. Changes in tax rates and tax laws are accounted for in the period of enactment. The Tax Act reduces the corporate tax rate to 21 percent, effective January 1, 2018. Pursuant to Internal Revenue Code Sections 382 and 383, the utilization of net operating losses and other tax attributes may be substantially limited or eliminated due to cumulative changes in ownership greater than 50% that may have occurred during an applicable testing periods. Management has not performed a Section 382/383 analysis to determine the possible limitation on its net operating losses in 2018. Management has placed a full valuation allowance on its Net Deferred Tax Assets since it is more likely than not that the Net Deferred Tax Asset will not be utilized. The table below summarizes the differences between the tax benefit computed at the statutory federal tax rate and the Company’s net income tax benefit from April 2, 2018 (Inception) to December 31, 2018 and the year ended December 31, 2019: 2019 2018 Net operating loss carryover $ 5,292,936 $ 3,708,360 Fixed Assets (839,807 ) (314,114 ) Share-based compensation (470,000 ) (750,000 ) Depreciation expense (483,183 ) (339,270 ) Valuation allowance (3,499,946 ) (2,304,976 ) Net deferred tax asset $ - $ - Tax benefit computed at expected statutory rate $ (1,111,517 ) $ (778,756 ) State income taxes - - Permanent differences: Depletion 176,359 65,964 Temporary differences: Share-based compensation 98,700 157,500 Depreciation expense 101,468 71,247 Valuation Allowance 734,990 484,045 Net income tax benefit $ - $ - Federal statutory rate (benefit) (21 )% (21 )% Permanent differences 3 % 1 % Change in valuation allowance 18 % 20 % Effective Tax Rate (0 )% (0 )% |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13: SUBSEQUENT EVENTS On February 27, 2020, the Company issued 50,000 shares of common stock for services rendered to the same recipient as the December 30, 2019 issuance. On March 27, 2020, Banner Midstream entered into a Membership Interest Purchase Agreement (the “MIPA”) with Shamrock Upstream Energy LLC (“Shamrock”) as a closing condition of a Stock Purchase Agreement (the “SPA”) with Banner Energy to sell the Company into Ecoark. The SPA was completed on March 27, 2020 immediately after the completion of the MIPA. Pursuant to the terms of the MIPA, the members of Shamrock exchanged their membership interests for a $1,800,000 seller note payable and a $1,200,000 short-term due to seller liability. On March 27, 2020 WR Holdings Corp. (“WR Holdings”) entered into a Stock Purchase Agreement (“SPA 1”) with Banner Midstream as a closing condition with a Stock Purchase Agreement (“SPA 2”) with Banner Energy to sell the Company into Ecoark. SPA 2 was completed on March 27, 2020 immediately after the completion of SPA 1. Pursuant to the terms of SPA 1, the stockholders of WR Holdings exchanged their shares for a $4,000,000 seller note payable and a $1,000,000 short-term due to seller liability. The proceeds from the $1,000,000 short-term due to seller liability were used to return capital to the members of SPV 1 and allow the dissolution of that entity. On March 16, 2020, and March 19, 2020, the Company amended its senior secured convertible note payable to adjust for change of control clauses and a technical default related to the pending sale to Ecoark. The principal balance was subsequently increased to $2,222,222 and the interest rate and late fee penalty rates were adjusted to 18% respectively, and paid in full in May 2020. On March 27, 2020, Banner Midstream and its subsidiaries were acquired by Ecoark for 8,945,205 shares of Ecoark common stock, and Ecoark assumed all of the debt of the Company. After the sale of Banner Midstream, the only remaining assets of the Company is cash and the shares that the Company received from Ecoark in the transaction which as of September 30, 2020 total 1,000,000 shares. On April 14, 2020, after Banner Midstream and its subsidiaries were acquired by Ecoark, Banner Midstream amended its interest only loan with Alliance Bank to a principal and interest payment amortizing loan with a maturity date of April 14, 2025. Interest rate is 4.95% and monthly payments $23,371 starting May 14, 2020 until maturity. On July 28, 2020, the Company issued 83,807 shares of common stock as part of a separation agreement with an employee. There was a 340 share difference that was adjusted for bringing the total outstanding shares to 7,000,000 as of September 30, 2020. On July 31, 2020, Mr. Jay Puchir notified our Board of Directors (the “Board”) that he was resigning as the Chairman of the Board and Chief Executive Officer of the Company. On July 31, 2020, the Board appointed Mr. Richard Horgan, 36, as the Chief Executive Officer, and as our sole director and Chairman of the Board, effective August 1, 2020. Mr. Puchir was appointed Chief Accounting Officer of Ecoark as of March 27, 2020. |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business The terms “we,” “us,” “our,” “registrant,” “Banner Energy”, and the “Company” refer to Banner Energy Services, Inc., a Nevada corporation. Entry into Merger Agreement; Creation of Merger Subsidiary; Closing Conditions for Merger On November 18, 2019, the Company merged with Banner Midstream Corp., a Delaware corporation (“Banner Midstream”). Banner Midstream has two operating subsidiaries: Pinnacle Frac Transport LLC, a Texas limited liability company (“Pinnacle Frac”) and Capstone Equipment Leasing LLC, a Texas limited liability company (“Capstone”). On September 26, 2019, the Company entered into an Agreement and Plan of Merger (the “Agreement”) by and among the Company, Banner Midstream and MTB Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), relating to a merger (the “Merger”) between Banner Midstream and Merger Sub. The closing of the Merger which occurred on November 18, 2019, was conditioned on the satisfaction of certain conditions by the various parties, as discussed in more detail below. In anticipation of the Agreement, on September 23, 2019, the Company formed Merger Sub. Pursuant to the Agreement, the Merger Sub was merged with and into Banner Midstream, with Banner Midstream being the surviving entity (the “Surviving Entity”). The outstanding shares of Banner Midstream prior to the Merger were converted into the right to receive shares of the Company, on a one-share-for-one-share basis. The shares of Merger Sub owned by the Company were converted into shares of the Surviving Entity, pursuant to which the Surviving Entity will be a wholly owned subsidiary of the Company. The directors and officers of Banner Midstream prior to the closing of the Merger remained the directors and officers of the Surviving Entity following the closing of the Merger. The Merger with Banner Midstream represents a reverse merger, and in accordance with the reverse merger, Banner Midstream is the accounting acquirer and the historical amounts presented prior to the Merger are those of Banner Midstream. The shareholders of Banner Midstream received shares equal to 90% of the outstanding stock of Banner Energy following the Merger. The Company amended its Articles of Incorporation (the “Amendment”) to effectuate a 1-for-95 reverse stock split of its outstanding shares of common stock (the “Reverse Split”). Additionally, immediately following the closing of the Merger, the Company and its secured debt holders finalized an agreement whereby the debt holders took possession of the Company’s biotechnology assets and assumed certain other Company obligations in lieu of payment by the Company of the amounts due in the secured debt instruments. On March 27, 2020, Banner Midstream was acquired by Ecoark Holdings, Inc., (“Ecoark”) pursuant a Stock Purchase Agreement, dated March 27, 2020 (the “Banner Purchase Agreement”), between Ecoark and Banner Energy. Pursuant to the Banner Purchase Agreement, Ecoark acquired 100% of the outstanding capital stock of Banner Midstream in consideration for 8,945,205 shares of common stock of Ecoark valued at $0.544 per share and assumed approximately $11,774,000 in short-term and long-term debt of Banner Midstream and its subsidiaries. As of March 27, 2020, Banner Midstream had four operating subsidiaries: Pinnacle Frac, Capstone, White River Holdings Corp., a Delaware corporation (“White River”); and Shamrock Upstream Energy LLC, a Texas limited liability company (“Shamrock”). White River and Shamrock were both acquired on March 27, 2020 by Banner Midstream and were acquired by Ecoark in this transaction, and are engaged in oil and gas exploration, production, and drilling operations on over 10,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. Banner Midstream entered into an agreement with Ozark Empire Capital Management (“Ozark”) on June 20, 2018 for 2,130,596 shares for Ozark to manage the executive function of Banner Midstream, raise capital for Banner Midstream, identify and complete acquisitions for Banner Midstream. Banner Midstream is operating as a holding company and acquisition vehicle for an ongoing roll-up of oilfield services companies focused on drilling rig, fracking, and oil and natural gas production services. Banner Midstream acquired one hundred percent of the issued and outstanding membership interests of Pinnacle Frac for 3,195,894 shares on May 24, 2018. Pinnacle Frac was an Arkansas limited liability company established on January 15, 2018. Pinnacle Frac has three wholly owned subsidiaries, LAH Lease Service LLC (“LAH”), LSQL Truck & Trailer Sales LLC (“LSQL”), and Triumph Energy Services, LLC (“Triumph”) which are Texas limited liability companies. Pinnacle Frac acquired one hundred percent of the issued and outstanding membership interests of LAH and LSQL on April 30, 2018, and subsequently transferred selected operations, employees, equipment, and contracts into Pinnacle Frac. Neither LAH nor LSQL currently have active operations or any assets. Pinnacle Frac acquired one hundred percent of the issued and outstanding membership interests of Triumph on November 6, 2018, and subsequently transferred selected contracts into Pinnacle Frac. Pinnacle Frac commenced operations in May 2018 and is engaged in the business of providing transportation of frac sand and logistics services to major hydraulic fracturing and drilling operators in the domestic United States. Banner Midstream established Pinnacle Vac Service LLC (“Pinnacle Vac”) a Texas limited liability company on May 8, 2018, with the Company having ownership of one hundred percent of the issued and outstanding membership interests of Pinnacle Vac. Pinnacle Vac is currently structured as a wholly owned subsidiary of the Company. Pinnacle Vac commenced operations in July 2018 and engaged in the business of providing water transportation (“vacuum services”) and roustabout work to major drilling operators and production wells in the United States. As of November 15, 2018, Pinnacle Vac no longer has any active operations or employees. See NOTE 8 – DISCONTINUED OPERATIONS. Banner Midstream established Capstone as a Texas limited liability company on May 23, 2018, with the Company having ownership of one hundred percent of the issued and outstanding membership interests of Capstone. Capstone is currently structured as a wholly owned subsidiary of the Company. Capstone commenced operations in October 2018 and is engaged in the business of procuring and financing equipment to various oilfield transportation services contractors (“owner-operators”). History Prior to the Merger with Banner Midstream, the Company was an early-stage life sciences and technology company pursuing the development of bio-pharmaceuticals to treat autoimmune diseases, which was known as Mount Tam Biotechnologies, Inc. The following reflected the Company’s post-merger corporate structure (State of Incorporation): Mount Tam Biotechnologies, Inc., formerly TabacaleraYsidron, Inc. (Nevada) Mount Tam Biotechnologies, Inc. (Delaware) - Sold October 2018. Mount Tam Therapeutics, Inc. (Delaware) – Formed October 2018. The Company is subject to a number of risks, including the need to acquire and successfully operate a new business, the risk of selling its Ecoark common stock and raising capital through equity and/or debt financings. See Item 1A “Risk Factors” included elsewhere in this Annual Report on Form 10-K. The Company was established in November 2011 under the name TabacaleraYsidron. On October 18, 2018, the “Company” and Mount Tam (“Mount Tam”), its wholly-owned subsidiary, entered into a stock purchase agreement (the “SPA”) with ARJ Consulting, LLC, a New York limited liability company (the “Buyer”), pursuant to which the Company sold 100% of the capital stock of Mount Tam to the Buyer (the “Sale Transaction”). Prior to the Sale Transaction, the Company caused Mount Tam to transfer certain assets, including the Buck Institute License Agreement, that Mount Tam was holding to another wholly-owned subsidiary of the Company, Mount Tam Therapeutics, Inc., a newly formed Delaware corporation. At the time of the Sale Transaction Mount Tam possessed certain Net Operating Losses and tax credits. Pursuant to the terms of the SPA, the Buyer purchased Mount Tam for a purchase price of $410,000. |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges. |
Principles of Consolidation | Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, all of which have a year end of December 31. All intercompany accounts, balances and transactions have been eliminated in the consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires 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 consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, estimates of discount rates in lease, liabilities to accrue, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. |
Acquisition Accounting | Acquisition Accounting The Company’s acquisitions are accounted for under the acquisition method of accounting whereby purchase price is allocated to tangible and intangible assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The excess of the fair value of the net assets acquired over the fair value of the consideration conveyed is recorded as a nonoperating gain on acquisition. The statements of operations for the periods presented include the results of operations for each of the acquisitions from the date of acquisition. See NOTE 7 –ACQUISITION. |
Customer Concentration and Credit Risk | Customer Concentration and Credit Risk During 2019 and 2018, one of our customers accounted for approximately 88.0% and 93.5% respectively of our total gross revenues within our core frac sand transportation division. No other customers exceeded 10% of revenues during 2019 and 2018. 86.1% and two customers accounting for 57.3% and 28.8% of accounts receivable at December 31, 2019, and with the customer with the higher balance in 2019 accounting for 100% of accounts receivable at December 31, 2018. The Company believes it will continue to reduce the customer concentration risks by engaging new customers within its core frac sand transportation business and by continuing acquisitions exploration and production (E&P) for diversification purposes. 57% and three vendors account for 20.6%, 18.3%, and 18.1% respectively of accounts payable at December 31, 2019. 37% and, 37% and two different vendors account for 20.6% and 17.2% respectively at December 31, 2018. No other vendors exceeded 10% of accounts payable at December 31, 2019 and 2018. The Company maintains demand deposits with commercial banks. At times, certain balances held within these accounts may not be fully guaranteed or insured by the U.S. federal government. The uninsured portion of cash are backed solely by the assets of the underlying institution. As such, the failure of an underlying institution could result in financial loss to the Company. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include all highly liquid investments with original maturities of three months or less. The Company often maintains cash balances more than the $250,000 FDIC insured limit per account holder. The Company does not consider this risk to be material. |
Accounts Receivable | Accounts Receivable Accounts receivable are comprised of unsecured amounts due from customers that have been conveyed to a factoring agent without recourse. The Company receives an advance from the factoring agent of 98% of the amount invoiced to the customer within one business day. The Company recognizes revenue for 100% of the gross amount invoiced, records an expense for the 2% finance fee charged by the factoring agent, and realizes cash for the 98% net proceeds received. The Company does not record an allowance for bad debts on any amounts that have been factored non-recourse. The Company, at times, may conduct business with a customer that has not been approved by the factoring agent to be factored with recourse. The Company will record an allowance for bad debts on receivables that have been factored with recourse due to risk of non-collection falling on the Company versus the factoring agent. As of December 31, 2019, and 2018, all receivables were factored without recourse, so the Company did not record an allowance for doubtful accounts. The factoring agent has the ability to hold various receivables into a reserve account due to various reasons such as documentation errors or customer disputes. As of December 31, 2019, and 2018, the Company had a factoring agent reserve balance of $0 and ($12,100) so a contra asset for that reserve was recorded against the Company’s accounts receivable balances. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, of ten years for all property and equipment, except leasehold improvements which are depreciated over the term f the lease, which is shorter than the estimated useful life of the improvements. ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. ASC 360-10 addresses criteria to be considered for long-lived assets expected to be disposed of by sale. Six criteria are listed in ASC 360-10-45-9 that must be met in order for assets to be classified as held for sale. Once the criteria are met, long-lived assets classified as held for sale are to be measured at the lower of carrying amount or fair value less costs to sell. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company tested the carrying value of its long-lived assets for recoverability during the year ended December 31, 2019 and period April 2, 2018 (Inception) through December 31, 2018, and there was impairment recorded in the amount of $525,693 for the year ended December 31, 2019. |
Accrued Expenses | Accrued Expenses To prepare its financial statements, the Company estimates accrued expenses. The accrual process involves reviewing open contracts, communicating with personnel to identify services that have been performed on behalf of the Company and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The Company makes estimates of accrued expenses as of each balance sheet date based on the facts and circumstances known to the Company at that time. Although the Company does not expect the estimates to be materially different from amounts actually incurred, if the estimates of the status and timing of services performed differs from the actual status and timing of services performed, the Company may report amounts that are too high or too low in any particular period. Historically, the estimated accrued liabilities have approximated actual expenses incurred. Subsequent changes in estimates may result in a material change in the accruals. |
Fair Value Measurements | Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying values of the Company’s financial instruments such as cash, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. Revenue under master service agreements is recorded upon the performance obligation being satisfied. Typically, the satisfaction of the performance obligation occurs upon the frac sand load being delivered to the customer site and this load being successfully invoiced and accepted by the Company’s factoring agent. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers Cost of sales for Pinnacle Frac includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, direct employee labor, direct contract labor and fuel. |
Income Taxes | Income Taxes The Company provides for income taxes under Financial Accounting Standards Board (“FASB”) Accounting Codification Number (“ASC”) 740, “Accounting for Income Taxes.” ASC 740 requires the use of an asset and liability approach in accounting for income taxes. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. In accordance with ASC 740, the Company must evaluate its tax positions and determined that there was no tax loss carryforward and no deferred tax assets or deferred tax liabilities at December 31, 2019 and 2018. |
Share-Based Payment Arrangements | Share-Based Payment Arrangements The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations. |
Leases | Leases The Company followed ASC 840 Leases |
Earnings (Loss) Per Share of Common Stock | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only basic weighted average number of common shares are used in the computations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. |
Going Concern | Going Concern The Company concluded that its negative cash flows from operations raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the consolidated financial statements are issued. Management believes that with the Company being acquired by Ecoark on March 27, 2020 as discussed below, this will result in sufficient capital to sustain operations for the next 12 months. Even though management believes this plan will allow the Company to continue as a going concern, there are no guarantees to the successful execution of this plan. These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. On March 27, 2020, Banner Midstream was acquired by Ecoark for 8,945,205 shares of common stock, and Ecoark assumed all of the debt of the Company. As of September 2020, the Company retained the 1,000,000 shares of Ecoark common stock. Impact of COVID-19 Any initial impact from COVID-19 occurred prior to the sale of Banner Midstream to Ecoark on March 27, 2020.,. While it is not possible at this time to estimate the impact that COVID-19 could have on the Company’s business, the continued spread of COVID-19 and the measures taken by the governments could disrupt the operation of the Company’s business. The principal effect will be to reduce the number of potential acquisition targets. At the same time, deterioration in the economy may or may not reduce the cost of any acquisition. This is largely dependent upon whether the number of competitors remains level, or decreases. The COVID-19 outbreak and mitigation measures may also have an adverse impact on global economic conditions, which could have an adverse effect on the Company’s potential to conduct financings on terms acceptable to the Company, if at all. The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus, the actions to contain its impact, and the extent and duration of economic downturns resulting therefrom. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Major Source | The following table disaggregates the Company’s revenue by major source for the year ended December 31, 2019 and period April 2, 2018 (Inception) through December 31, 2018: 2019 2018 Revenue: Transportation and logistics $ 13,652,256 $ 8,418,966 Equipment rental revenue 923,617 194,788 Fuel rebate 139,344 - Other revenue - 1,235 $ 14,715,217 $ 8,614,989 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31: 2019 2018 Machinery and equipment – Pinnacle Frac Transport $ 4,343,242 $ 4,750,923 Machinery and equipment – Capstone Equipment Leasing 456,622 456,622 Leasehold improvements 25,276 - Accumulated depreciation and impairment (1,336,147 ) (339,270 ) Property and equipment, net $ 3,488,993 $ 4,868,275 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consisted of the following as of December 31: 2019 2018 Senior secured bridge loan (a) $ 1,666,667 $ 3,534,475 Note payable – working capital (b) 200,000 - Note payable – LAH 1 (c) 110,000 110,000 Note payable – Unsecured note payable (d) 500,000 - Merchant Cash Advance (MCA) loan –1 (e) 266,786 - MCA loan – 2 (f) 347,222 - MCA loan - 3 (g) 135,417 - Note payable – Alliance Bank (h) 1,368,500 - Commercial loan – Pinnacle Frac – Firstar Bank (i) 999,692 1,261,517 Auto loan 1 – Pinnacle Vac – Firstar Bank (j) 42,155 52,260 Auto loan 2 – Pinnacle Frac – Firstar Bank (k) 55,532 68,496 Auto loan 3 – Pinnacle Vac – Ally Bank (l) 44,435 53,508 Auto loan 4 – Pinnacle Vac – Ally Bank (m) 45,824 51,398 Auto loan 5 – Pinnacle Vac – Ally Bank (n) 45,629 51,649 Auto loan 6 – Capstone – Ally Bank (o) 248,269 301,148 Tractor Loan 7 – Capstone – Tab Bank (p) 111,717 130,314 Total long-term debt 6,187,845 5,614,765 Less: debt discount (312,289 ) (629,821 ) Less: current portion (5,412,287 ) (3,423,432 ) Long-term debt, net of current portion $ 463,269 $ 1,561,512 (a) On November 21, 2019, the Company entered into a senior secured convertible note for $1,666,667 with an original issue discount of $204,230 ($182,295 at December 31, 2019). The note bears interest at the rate of 10% per annum and is due on November 15, 2020. The Company also issued 300,000 shares of common stock to the lender upon issuance. The Company’s previous senior secured note holders agreed to waive $261,500 of outstanding principal and $39,143 in remaining interest on their note at the request of the new senior lender to facilitate the successful closure of the transaction. Accrued interest on the note was $18,519 as of December 31, 2019. (b) An unrelated third-party advanced $200,000 to the Company. These amounts were due April 15, 2020 and bears interest at 14% interest per annum. Accrued interest on this note as of December 31, 2019 is $3,392. (c) Unsecured note payable previously issued April 2, 2018 which was assumed by the Company in the acquisition of a previous entity. The amount is past due and bears interest at 15% per annum. Accrued interest at December 31, 2019 is $18,188. (d) Unsecured notes payable issued in October 2019 to two unrelated third parties at 12% interest. There are two notes to this party in total. Accrued interest on these notes at December 31, 2019 is $10,795. (e) Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $104,119. (f) Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $135,417. (g) Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $40,625. (h) Original interest only loan dated June 14, 2019 with an original maturity date of April 14, 2020. The Company extended this loan at 4.95% with a new maturity date of April 14, 2025. Debt discount on this loan at December 31, 2019 was $129,994. (i) Original loan date of February 28, 2018, due July 28, 2020 at an interest rate of the Wall Street Journal Prime Rate adjusting annually on the anniversary of the note for $1,428,132 for 18 tractor trucks maturing on February 28, 2020. The note is secured by the collateral purchased and accrues interest annually at 4.50% with principal and interest payments due monthly. (j) On July 20, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $56,300 for a service truck maturing July 20, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (k) On August 3, 2018, Pinnacle Frac Transport entered into a long-term secured note payable for $72,669 for a service truck maturing August 3, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (l) On July 18, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $55,525 for a service truck maturing August 17, 2024. The note is secured by the collateral purchased and accrued interest annually at 9.00% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (m) On July 26, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $53,593 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (n) On July 26, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $55,268 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (o) On November 5, 2018, Capstone entered into four long-term secured notes payable for $139,618 maturing on November 5, 2021. The notes are secured by the collateral purchased and accrued interest annually at rates ranging between 6.89% and 7.87% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. (p) On November 7, 2018, Capstone entered into a long-term secured note payable for $301,148 maturing on November 22, 2023. The note is secured by the collateral purchased and accrued interest annually at 10.25% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. |
Schedule of Maturities of Debt | The following is a list of maturities (net of discount) as of December 31: 2020 $ 5,412,287 2021 197,936 2022 123,586 2023 117,389 2024 24,358 $ 5,875,556 |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Related Parties | Notes payable to related parties consisted of the following as of December 31: 2019 2018 Note - Director (a) $ 631,492 $ 77,000 Notes - Director (b) 1,080,500 968,000 Note – Director (c) 250,000 - Note – Officer (d) 67,500 55,000 Total Notes Payable – Related Parties 2,029,492 1,100,000 Less: Current Portion of Notes Payable – Related Parties (2,029,492 ) (1,100,000 ) Long-term debt, net of current portion $ - $ - (a) A director advanced $234,000 in four notes ($474,492) and in advances ($157,000) to the Company. One of the note amounts is past due and bears interest at 10% per annum. Accrued interest at December 31, 2019 is $39,365. (b) A director advanced $1,080,500 in four separate notes to the Company. Two of these amounts are past due and these notes are due at various times through December 2020 and bear interest at 10-15% interest per annum. Accrued interest on these notes as of December 31, 2019 is $153,560. (c) On January 16, 2019, the Company entered into a short-term junior secured promissory note payable with a director for $250,000 maturing on June 15, 2019, extended to December 16, 2019, and further extended to June 30, 2020. The note accrues interest annually at 10% and has a subordinated security interest to the senior secured convertible note payable entered into on August 24, 2018. Accrued interest at December 31, 2019 is $19,041. (d) An officer of the Company advanced $67,500 in two notes. This amount is due July 2020 and bears interest at 10-15% interest per annum. Accrued interest on these notes as of December 31, 2019 is $14,786. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Stock Options Vested | Name Number of Stock Options Vesting Schedule Brian Kennedy (Chairman) – 5/2/2016 2,632 Options vesting over 4 years, 25% (658) per year Juniper Pennypacker – 5/2/2016 105 Options vesting over 4 years, 25% (26 options) per year Name Number of Stock Options Vesting Schedule Richard Marshak (CEO) – 12/28/2018 37,105 50% vested. Balance vesting over 2 years, 25% (9,276 options) per year Jim Stapleton (CFO) – 12/28/2018 10,789 50% vested. Balance vesting over 2 years, 25% (2,697 options) per year Brian Kennedy (Chairman) – 12/28/2018 3,684 50% vested. Balance vesting over 2 years, 25% (921) per year Juniper Pennypacker – 12/28/2018 105 50% vested. Balance vesting over 2 years, 25% (25 options) per year On October 2, 2016, the Company granted options to purchase up to 1,421 shares of Common Stock under the Plan in the aggregate, with an exercise price of $38.00 per share. On December 28, 2018, the Company granted options to purchase up to 4,579 shares of Common Stock under the Plan in the aggregate, an exercise price of $1.90 per share. Options will vest as per below tables: Name Number of Stock Options Vesting Schedule Bryan Cox (consultant) – 10/7/2016 1,053 Options Vesting over 4 years, 25% (263 options) per year Jim Stolzenbach (consultant) – 10/7/2016 368 Options vesting over 4 years, 25% (92) per year Name Number of Stock Options Vesting Schedule Bryan Cox (consultant) – 12/28/2018 3,158 50% vested. Balance vesting over 2 years, 25% (789 options) per year Jim Stolzenbach (consultant) – 12/28/2018 1,421 50% vested. Balance vesting over 2 years, 25% (355) per year |
Schedule of Stock Options Weighted Average Assumptions | The Company determined the value of share-based compensation using the Black-Scholes fair value option-pricing model using the following weighted average assumptions for options granted during the year ended December 31, 2018. All options stand completely vested on the date of the reverse merger November 18, 2019. Date of Grant Expected term (years) 10 Expected volatility 283 % Risk-free interest rate 2.55 % Dividend yield 0 % |
Schedule of Stock Option Activity | As summary of option activity under the 2016 Plan as of December 31, 2019 and 2018, and changes during the periods then ended is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2017 68,052 $ 56.05 8.10 Granted 56,263 1.90 5.00 Exercised - - - Forfeited - - - Expired - - - Canceled (63,894 ) 56.05 8.10 Balance outstanding at December 31, 2018 60,421 $ 28.50 8.68 Exercisable at December 31, 2018 56,263 $ 28.50 8.68 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2018 60,421 $ 28.50 8.68 Granted - - - Exercised - - - Forfeited - - - Expired - - - Canceled - - - Balance outstanding at December 31, 2019 60,421 $ 28.50 7.68 Exercisable at December 31, 2019 60,421 $ 28.50 7.68 |
Schedule of Warrants Activity | Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2017 10,628 $ 16.625 4.90 $ 176,683 Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2018 10,628 $ 16.625 3.7 $ 176,683 Exercisable at December 31, 2018 10,628 $ 16.625 3.7 $ 176,683 Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 10,628 $ 16.625 3.7 $ 176,683 Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2019 10,628 $ 16.625 2.7 $ - Exercisable at December 31, 2019 10,628 $ 16.625 2.7 $ - |
Acquisitions - Banner Midstre_2
Acquisitions - Banner Midstream (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | LAH LEASE SERVICE LLC STATEMENT OF ASSETS AND LIABILITIES As of April 30, 2018 Assets Accounts Receivable (net of allowance for uncollectible accounts) 718,600 Machinery & Equipment (net of accumulated depreciation) 1,741,365 Total Assets $ 2,459,965 Liabilities Cash Overdrawn 3,434 Accounts Payable 123,423 Accrued Expenses 1,424,318 Short-term Notes Payable 100,000 Related Party Notes Payable 600,000 Total Liabilities $ 2,251,175 Net Book Value $ 208,790 Acquisition Purchase Price 100 Gain on Acquisition $ 208,690 |
Schedule of Pro Forma Activity | From May 1, 2018 to December 31, 2018 Pinnacle LAH Revenues $ 8,420,200 $ - $ - $ 8,420,200 $ - $ 8,420,200 Net income (loss) $ (1,565,945 ) $ (372 ) $ (272 ) $ (1,566,589 ) $ (314,114 ) $ (1,566,589 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | A loss contingency will be recorded on the books of Banner if any of the outstanding liabilities or obligations of Pinnacle Vac resulting from this abandonment are reasonably estimable and likely to be incurred. December 31, 2019 and 2018 2019 2018 Cash and Cash Equivalents $ 51 $ 183 Prepaid Expenses - 10,500 $ 51 $ 10,683 Machinery and Equipment (net of accumulated depreciation) 248,966 248,966 Intangible Assets (net of accumulated amortization) - 30,500 $ 249,017 $ 290,149 Accounts Payable 227,522 245,285 Accrued Expenses - 31,500 $ 227,522 $ 276,785 Year Ended December 31, 2019 and May 8, 2018 (Inception) to October 31, 2018 Revenue $ - $ 369,781 Cost of Sales - 245,759 Gross Profit - 124,022 Operating Expenses 5,236 431,994 Loss from discontinued operations $ (5,236 ) $ (307,972 ) Non-cash revenues (expenses) 8,131 (13,364 ) Net cash used in discontinued operations $ (13,367 ) $ (321,336 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Maturity of Lease Liability | Maturity of Lease Liability for year ended December 31, 2021 $ 220,234 2022 $ 199,838 2023 $ 179,722 2024 $ 135,260 2025 $ 51,325 Total lease payments $ 786,379 |
Schedule of Amortization of Right of Use Asset | Amortization of the right of use asset for fiscal year ended December 31, 2021 $ 215,727 2022 $ 195,536 2023 $ 177,391 2024 $ 138,609 2025 $ 51,936 Total lease payments $ 779,199 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Benefits | The table below summarizes the differences between the tax benefit computed at the statutory federal tax rate and the Company’s net income tax benefit from April 2, 2018 (Inception) to December 31, 2018 and the year ended December 31, 2019: 2019 2018 Net operating loss carryover $ 5,292,936 $ 3,708,360 Fixed Assets (839,807 ) (314,114 ) Share-based compensation (470,000 ) (750,000 ) Depreciation expense (483,183 ) (339,270 ) Valuation allowance (3,499,946 ) (2,304,976 ) Net deferred tax asset $ - $ - Tax benefit computed at expected statutory rate $ (1,111,517 ) $ (778,756 ) State income taxes - - Permanent differences: Depletion 176,359 65,964 Temporary differences: Share-based compensation 98,700 157,500 Depreciation expense 101,468 71,247 Valuation Allowance 734,990 484,045 Net income tax benefit $ - $ - Federal statutory rate (benefit) (21 )% (21 )% Permanent differences 3 % 1 % Change in valuation allowance 18 % 20 % Effective Tax Rate (0 )% (0 )% |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | Mar. 27, 2020USD ($)ft²$ / sharesshares | Nov. 14, 2019 | Jun. 20, 2018shares | May 24, 2018USD ($)shares | Sep. 30, 2020shares | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($) |
Reverse stock split | A 1 for 95 reverse stock split | ||||||
Accounts receivable, description | Accounts receivable are comprised of unsecured amounts due from customers that have been conveyed to a factoring agent without recourse. The Company receives an advance from the factoring agent of 98% of the amount invoiced to the customer within one business day. The Company recognizes revenue for 100% of the gross amount invoiced, records an expense for the 2% finance fee charged by the factoring agent, and realizes cash for the 98% net proceeds received. The Company does not record an allowance for bad debts on any amounts that have been factored non-recourse. | ||||||
Accounts receivable | $ | $ 12,100 | $ 0 | |||||
Impairment of long-lived asset | $ | 525,693 | ||||||
Minimum [Member] | |||||||
FDIC insured amount | $ | $ 250,000 | ||||||
Customer Concentration Risk [Member] | Net Product Sales [Member] | |||||||
Concentration risk percentage | 86.10% | ||||||
Customer Concentration Risk [Member] | Net Product Sales [Member] | Customer One [Member] | |||||||
Concentration risk percentage | 93.50% | 88.00% | |||||
Customer Concentration Risk [Member] | Net Product Sales [Member] | Customer [Member] | |||||||
Concentration risk percentage | 10.00% | 10.00% | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | |||||||
Concentration risk percentage | 57.30% | ||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer [Member] | |||||||
Concentration risk percentage | 100.00% | ||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | |||||||
Concentration risk percentage | 28.80% | ||||||
Customer Concentration Risk [Member] | Accounts Payable [Member] | |||||||
Concentration risk percentage | 37.00% | 57.00% | |||||
Customer Concentration Risk [Member] | Accounts Payable [Member] | Vendor One [Member] | |||||||
Concentration risk percentage | 20.60% | 20.60% | |||||
Customer Concentration Risk [Member] | Accounts Payable [Member] | Vendor Two [Member] | |||||||
Concentration risk percentage | 17.20% | 18.30% | |||||
Customer Concentration Risk [Member] | Accounts Payable [Member] | Vendor Three [Member] | |||||||
Concentration risk percentage | 18.10% | ||||||
Customer Concentration Risk [Member] | Accounts Payable [Member] | Vendor [Member] | |||||||
Concentration risk percentage | 10.00% | 10.00% | |||||
Ecoark Holdings, Inc. [Member] | Subsequent Event [Member] | |||||||
Stock issued during the period retained | shares | 1,000,000 | ||||||
Pinnacle Frac Transport LLC [Member] | |||||||
Equity ownership, percentage | 100.00% | ||||||
Banner Midstream Corp [Member] | |||||||
Outstanding shares percentage | 90.00% | ||||||
Reverse stock split | 1-for-95 reverse stock split | ||||||
Banner Midstream Corp [Member] | Ecoark Holdings, Inc. [Member] | |||||||
Cumulative acres | ft² | 10,000 | ||||||
Banner Midstream Corp [Member] | Ecoark Holdings, Inc. [Member] | Stock Purchase Agreement [Member] | |||||||
Acquisition percentage | 100.00% | ||||||
Acquisition of common stock, shares | shares | 8,945,205 | ||||||
Acquired price | $ / shares | $ 0.544 | ||||||
Acquisition of common stock, value | $ | $ 11,774,000 | ||||||
Banner Midstream Corp [Member] | Ozark Empire Capital Management [Member] | |||||||
Acquisition of common stock, shares | shares | 2,130,596 | ||||||
Banner Midstream Corp [Member] | Pinnacle Frac Transport LLC [Member] | |||||||
Acquisition of common stock, shares | shares | 3,195,894 | ||||||
Equity ownership, percentage | 100.00% | ||||||
ARJ Consulting, LLC [Member] | Stock Purchase Agreement [Member] | |||||||
Sale of Stock, percentage | 100.00% | ||||||
Sale of stock, amount | $ | $ 410,000 | ||||||
Ecoark Holdings, Inc. [Member] | Subsequent Event [Member] | |||||||
Number of shares issued for acquisition | shares | 8,945,205 |
Revenue (Details Narrative)
Revenue (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue description | Collections of the amounts billed are typically paid by the customers within 30 to 60 days. |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue by Major Source (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Revenue | $ 8,614,989 | $ 14,715,217 |
Transportation and logistics [Member] | ||
Revenue | 8,418,966 | 13,652,256 |
Equipment Rental Revenue [Member] | ||
Revenue | 194,788 | 923,617 |
Fuel Rebate [Member] | ||
Revenue | 139,344 | |
Other Revenue [Member] | ||
Revenue | $ 1,235 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Apr. 30, 2018 | |
Property and equipment, net | $ 4,868,275 | $ 3,488,993 | |
Depreciation expense | 339,270 | 483,183 | |
Loss on disposal of assets | $ 314,114 | 36,000 | |
Impairment expense on fixed assets | 525,693 | ||
Loss on disposal via assets sold | 36,000 | ||
Loss on disposal via assets impaired | $ 327,682 | ||
Machinery and Equipment [Member] | |||
Property and equipment, net | $ 1,741,365 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated depreciation and impairment | $ (1,336,147) | $ (339,270) |
Property and equipment, net | 3,488,993 | 4,868,275 |
Machinery and Equipment - Pinnacle Frac Transport [Member] | ||
Property and equipment, gross | 4,343,242 | 4,750,923 |
Machinery and Equipment - Capstone Equipment Leasing [Member] | ||
Property and equipment, gross | 456,622 | 456,622 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 25,276 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2019 | Sep. 28, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | |
Debt instrument, interest rate | 10.00% | ||||
Accrued interest | $ 55,891 | ||||
Interest expense | $ 1,168,357 | $ 3,454,449 | |||
Senior Secured Note Payable [Member] | |||||
Short-term senior secured note payable | $ 1,536,437 | ||||
Long-Term Debt [Member] | |||||
Interest expense | $ 1,168,357 | $ 2,866,449 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Total long-term debt | $ 6,187,845 | $ 5,614,765 | |
Less: debt discount | (312,289) | (629,821) | |
Less: current portion | (5,412,287) | (3,423,432) | |
Long-term debt, net of current portion | 463,269 | 1,561,512 | |
Senior Secured Bridge Loan [Member] | |||
Total long-term debt | [1] | 1,666,667 | 3,534,475 |
Note Payable - Working Capital [Member] | |||
Total long-term debt | [2] | 200,000 | |
Note Payable - LAH 1 [Member] | |||
Total long-term debt | [3] | 110,000 | 110,000 |
Note Payable - Unsecured Note Payable [Member] | |||
Total long-term debt | [4] | 500,000 | |
Merchant Cash Advance (MCA) Loan - 1 [Member] | |||
Total long-term debt | [5] | 266,786 | |
MCA Loan - 2 [Member] | |||
Total long-term debt | [6] | 347,222 | |
MCA Loan - 3 [Member] | |||
Total long-term debt | [7] | 135,417 | |
Note Payable - Alliance Bank [Member] | |||
Total long-term debt | [8] | 1,368,500 | |
Commercial Loan - Pinnacle Frac - Firstar Bank [Member] | |||
Total long-term debt | [9] | 999,692 | 1,261,517 |
Auto Loan 1 - Pinnacle Vac - Firstar Bank [Member] | |||
Total long-term debt | [10] | 42,155 | 52,260 |
Auto Loan 2 - Pinnacle Vac - Firstar Bank [Member] | |||
Total long-term debt | [11] | 55,532 | 68,496 |
Auto Loan 3 - Pinnacle Vac - Ally Bank [Member] | |||
Total long-term debt | [12] | 44,435 | 53,508 |
Auto Loan 4 - Pinnacle Vac - Ally Bank [Member] | |||
Total long-term debt | [13] | 45,824 | 51,398 |
Auto Loan 5 - Pinnacle Vac - Ally Bank [Member] | |||
Total long-term debt | [14] | 45,629 | 51,649 |
Auto Loan 6 - Capstone - Ally Bank [Member] | |||
Total long-term debt | [15] | 248,269 | 301,148 |
Tractor Loan 7 - Capstone - Tab Bank [Member] | |||
Total long-term debt | [16] | $ 111,717 | $ 130,314 |
[1] | On November 21, 2019, the Company entered into a senior secured convertible note for $1,666,667 with an original issue discount of $204,230 ($182,295 at December 31, 2019). The note bears interest at the rate of 10% per annum and is due on November 15, 2020. The Company also issued 300,000 shares of common stock to the lender upon issuance. The Company's previous senior secured note holders agreed to waive $261,500 of outstanding principal and $39,143 in remaining interest on their note at the request of the new senior lender to facilitate the successful closure of the transaction. Accrued interest on the note was $18,519 as of December 31, 2019. | ||
[2] | An unrelated third-party advanced $200,000 to the Company. These amounts were due April 15, 2020 and bears interest at 14% interest per annum. Accrued interest on this note as of December 31, 2019 is $3,392. | ||
[3] | Unsecured note payable previously issued April 2, 2018 which was assumed by the Company in the acquisition of a previous entity. The amount is past due and bears interest at 15% per annum. Accrued interest at December 31, 2019 is $18,188. | ||
[4] | Unsecured notes payable issued in October 2019 to two unrelated third parties at 12% interest. There are two notes to this party in total. Accrued interest on these notes at December 31, 2019 is $10,795. | ||
[5] | Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $104,119. | ||
[6] | Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $135,417. | ||
[7] | Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $40,625. | ||
[8] | Original interest only loan dated June 14, 2019 with an original maturity date of April 14, 2020. The Company extended this loan at 4.95% with a new maturity date of April 14, 2025. Debt discount on this loan at December 31, 2019 was $129,994. | ||
[9] | Original loan date of February 28, 2018, due July 28, 2020 at an interest rate of the Wall Street Journal Prime Rate adjusting annually on the anniversary of the note for $1,428,132 for 18 tractor trucks maturing on February 28, 2020. The note is secured by the collateral purchased and accrues interest annually at 4.50% with principal and interest payments due monthly. | ||
[10] | On July 20, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $56,300 for a service truck maturing July 20, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | ||
[11] | On August 3, 2018, Pinnacle Frac Transport entered into a long-term secured note payable for $72,669 for a service truck maturing August 3, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | ||
[12] | On July 18, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $55,525 for a service truck maturing August 17, 2024. The note is secured by the collateral purchased and accrued interest annually at 9.00% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | ||
[13] | On July 26, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $53,593 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | ||
[14] | On July 26, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $55,268 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | ||
[15] | On November 5, 2018, Capstone entered into four long-term secured notes payable for $139,618 maturing on November 5, 2021. The notes are secured by the collateral purchased and accrued interest annually at rates ranging between 6.89% and 7.87% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | ||
[16] | On November 7, 2018, Capstone entered into a long-term secured note payable for $301,148 maturing on November 22, 2023. The note is secured by the collateral purchased and accrued interest annually at 10.25% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Long-Term Debt (Details) (Parenthetical) - USD ($) | Nov. 21, 2019 | Jun. 14, 2019 | Nov. 07, 2018 | Nov. 05, 2018 | Aug. 03, 2018 | Jul. 26, 2018 | Jul. 20, 2018 | Jul. 18, 2018 | Feb. 28, 2018 | Dec. 31, 2019 | Oct. 31, 2019 | Dec. 31, 2018 | Sep. 28, 2018 | Apr. 30, 2018 | Apr. 03, 2018 | |
Long-term debt | $ 6,187,845 | $ 5,614,765 | ||||||||||||||
Original issue discount | $ 312,289 | 629,821 | ||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||
Accrued interest | $ 55,891 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Debt instrument, interest rate | 15.00% | |||||||||||||||
Senior Secured Convertible Note [Member] | ||||||||||||||||
Long-term debt | $ 1,666,667 | |||||||||||||||
Original issue discount | $ 204,230 | $ 182,295 | ||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||
Debt instrument, maturity date | Nov. 15, 2020 | |||||||||||||||
Stock issued during the period | 300,000 | |||||||||||||||
Accrued interest | 18,519 | |||||||||||||||
Senior Secured Convertible Note [Member] | Note Holders [Member] | ||||||||||||||||
Outstanding principal amount | $ 261,500 | |||||||||||||||
Remaining interest amount | $ 39,143 | |||||||||||||||
Note Payable - Working Capital [Member] | ||||||||||||||||
Long-term debt | [1] | $ 200,000 | ||||||||||||||
Debt instrument, interest rate | 14.00% | |||||||||||||||
Debt instrument, maturity date | Apr. 15, 2020 | |||||||||||||||
Accrued interest | $ 3,392 | |||||||||||||||
Note Payable - LAH 1 [Member] | ||||||||||||||||
Long-term debt | [2] | 110,000 | 110,000 | |||||||||||||
Debt instrument, interest rate | 15.00% | |||||||||||||||
Note Payable - LAH 1 [Member] | April 2018 [Member] | ||||||||||||||||
Accrued interest | 18,188 | |||||||||||||||
Unsecured Note Payable [Member] | ||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||
Unsecured Note Payable [Member] | October 2019 [Member] | ||||||||||||||||
Accrued interest | 10,795 | |||||||||||||||
Merchant Cash Advance (MCA) Loan - 1 [Member] | ||||||||||||||||
Long-term debt | [3] | 266,786 | ||||||||||||||
Accrued interest | 104,119 | |||||||||||||||
MCA Loan - 2 [Member] | ||||||||||||||||
Long-term debt | [4] | 347,222 | ||||||||||||||
Accrued interest | 135,417 | |||||||||||||||
MCA Loan - 3 [Member] | ||||||||||||||||
Long-term debt | [5] | 135,417 | ||||||||||||||
Accrued interest | 40,625 | |||||||||||||||
Note Payable - Alliance Bank [Member] | ||||||||||||||||
Long-term debt | [6] | $ 1,368,500 | ||||||||||||||
Debt instrument, interest rate | 4.95% | |||||||||||||||
Debt instrument, maturity date | Apr. 14, 2020 | Apr. 14, 2025 | ||||||||||||||
Accrued interest | $ 129,994 | |||||||||||||||
Commercial Loan - Pinnacle Frac - Firstar Bank [Member] | ||||||||||||||||
Long-term debt | [7] | 999,692 | 1,261,517 | |||||||||||||
Debt instrument, interest rate | 4.50% | |||||||||||||||
Debt instrument, description | Original loan date of February 28, 2018, due July 28, 2020 at an interest rate of the Wall Street Journal Prime Rate adjusting annually on the anniversary of the note for $1,428,132 for 18 tractor trucks maturing on February 28, 2020. | |||||||||||||||
Notes Payable | $ 1,428,132 | |||||||||||||||
Auto Loan 1 - Pinnacle Vac - Firstar Bank [Member] | ||||||||||||||||
Long-term debt | [8] | 42,155 | 52,260 | |||||||||||||
Debt instrument, interest rate | 6.50% | |||||||||||||||
Debt instrument, maturity date | Jul. 20, 2023 | |||||||||||||||
Accrued interest | ||||||||||||||||
Notes Payable | $ 56,300 | |||||||||||||||
Auto Loan 2 - Pinnacle Vac - Firstar Bank [Member] | ||||||||||||||||
Long-term debt | [9] | 55,532 | 68,496 | |||||||||||||
Debt instrument, interest rate | 6.50% | |||||||||||||||
Debt instrument, maturity date | Aug. 3, 2023 | |||||||||||||||
Accrued interest | ||||||||||||||||
Notes Payable | $ 72,669 | |||||||||||||||
Auto Loan 3 - Pinnacle Vac - Ally Bank [Member] | ||||||||||||||||
Long-term debt | [10] | 44,435 | 53,508 | |||||||||||||
Debt instrument, interest rate | 9.00% | |||||||||||||||
Debt instrument, maturity date | Aug. 17, 2024 | |||||||||||||||
Accrued interest | ||||||||||||||||
Notes Payable | $ 55,525 | |||||||||||||||
Auto Loan 4 - Pinnacle Vac - Ally Bank [Member] | ||||||||||||||||
Long-term debt | [11] | 45,824 | 51,398 | |||||||||||||
Debt instrument, interest rate | 7.99% | |||||||||||||||
Debt instrument, maturity date | Sep. 9, 2024 | |||||||||||||||
Accrued interest | ||||||||||||||||
Notes Payable | $ 53,593 | |||||||||||||||
Auto Loan 5 - Pinnacle Vac - Ally Bank [Member] | ||||||||||||||||
Long-term debt | [12] | 45,629 | 51,649 | |||||||||||||
Debt instrument, interest rate | 7.99% | |||||||||||||||
Debt instrument, maturity date | Sep. 9, 2024 | |||||||||||||||
Accrued interest | ||||||||||||||||
Notes Payable | $ 55,268 | |||||||||||||||
Auto Loan 6 - Capstone - Ally Bank [Member] | ||||||||||||||||
Long-term debt | [13] | 248,269 | 301,148 | |||||||||||||
Debt instrument, maturity date | Nov. 5, 2021 | |||||||||||||||
Accrued interest | ||||||||||||||||
Notes Payable | $ 139,618 | |||||||||||||||
Auto Loan 6 - Capstone - Ally Bank [Member] | Minimum [Member] | ||||||||||||||||
Debt instrument, interest rate | 6.89% | |||||||||||||||
Auto Loan 6 - Capstone - Ally Bank [Member] | Maximum [Member] | ||||||||||||||||
Debt instrument, interest rate | 7.87% | |||||||||||||||
Tractor Loan 7 - Capstone - Tab Bank [Member] | ||||||||||||||||
Long-term debt | [14] | $ 111,717 | $ 130,314 | |||||||||||||
Debt instrument, interest rate | 10.25% | |||||||||||||||
Debt instrument, maturity date | Nov. 22, 2023 | |||||||||||||||
Accrued interest | ||||||||||||||||
Notes Payable | $ 301,148 | |||||||||||||||
[1] | An unrelated third-party advanced $200,000 to the Company. These amounts were due April 15, 2020 and bears interest at 14% interest per annum. Accrued interest on this note as of December 31, 2019 is $3,392. | |||||||||||||||
[2] | Unsecured note payable previously issued April 2, 2018 which was assumed by the Company in the acquisition of a previous entity. The amount is past due and bears interest at 15% per annum. Accrued interest at December 31, 2019 is $18,188. | |||||||||||||||
[3] | Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $104,119. | |||||||||||||||
[4] | Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $135,417. | |||||||||||||||
[5] | Merchant cash advance loan. Accrued interest on this note at December 31, 2019 is $40,625. | |||||||||||||||
[6] | Original interest only loan dated June 14, 2019 with an original maturity date of April 14, 2020. The Company extended this loan at 4.95% with a new maturity date of April 14, 2025. Debt discount on this loan at December 31, 2019 was $129,994. | |||||||||||||||
[7] | Original loan date of February 28, 2018, due July 28, 2020 at an interest rate of the Wall Street Journal Prime Rate adjusting annually on the anniversary of the note for $1,428,132 for 18 tractor trucks maturing on February 28, 2020. The note is secured by the collateral purchased and accrues interest annually at 4.50% with principal and interest payments due monthly. | |||||||||||||||
[8] | On July 20, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $56,300 for a service truck maturing July 20, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | |||||||||||||||
[9] | On August 3, 2018, Pinnacle Frac Transport entered into a long-term secured note payable for $72,669 for a service truck maturing August 3, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | |||||||||||||||
[10] | On July 18, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $55,525 for a service truck maturing August 17, 2024. The note is secured by the collateral purchased and accrued interest annually at 9.00% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | |||||||||||||||
[11] | On July 26, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $53,593 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | |||||||||||||||
[12] | On July 26, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $55,268 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | |||||||||||||||
[13] | On November 5, 2018, Capstone entered into four long-term secured notes payable for $139,618 maturing on November 5, 2021. The notes are secured by the collateral purchased and accrued interest annually at rates ranging between 6.89% and 7.87% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. | |||||||||||||||
[14] | On November 7, 2018, Capstone entered into a long-term secured note payable for $301,148 maturing on November 22, 2023. The note is secured by the collateral purchased and accrued interest annually at 10.25% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2019. |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Debt (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 5,412,287 | |
2021 | 197,936 | |
2022 | 123,586 | |
2023 | 117,389 | |
2024 | 24,358 | |
Total | $ 6,187,845 | $ 5,614,765 |
Notes Payable - Related Parti_3
Notes Payable - Related Parties (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Notes Payable - Related Parties [Member] | ||
Interest expense | $ 97,718 | $ 129,036 |
Notes Payable - Related Parti_4
Notes Payable - Related Parties - Schedule of Notes Payable to Related Parties (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Total Notes Payable - Related Parties | $ 2,029,492 | $ 1,100,000 | |
Less: Current Portion of Notes Payable - Related Parties | (2,029,492) | (1,100,000) | |
Long-term debt, net of current portion | |||
Note - Director [Member] | |||
Total Notes Payable - Related Parties | [1] | 631,492 | 77,000 |
Notes - Director [Member] | |||
Total Notes Payable - Related Parties | [2] | 1,080,500 | 968,000 |
Note - Director [Member] | |||
Total Notes Payable - Related Parties | [3] | 250,000 | |
Note - Officer [Member] | |||
Total Notes Payable - Related Parties | [4] | $ 67,500 | $ 55,000 |
[1] | A director advanced $234,000 in four notes ($474,492) and in advances ($157,000) to the Company. One of the note amounts is past due and bears interest at 10% per annum. Accrued interest at December 31, 2019 is $39,365. | ||
[2] | A director advanced $1,080,500 in four separate notes to the Company. Two of these amounts are past due and these notes are due at various times through December 2020 and bear interest at 10-15% interest per annum. Accrued interest on these notes as of December 31, 2019 is $153,560. | ||
[3] | On January 16, 2019, the Company entered into a short-term junior secured promissory note payable with a director for $250,000 maturing on June 15, 2019, extended to December 16, 2019, and further extended to June 30, 2020. The note accrues interest annually at 10% and has a subordinated security interest to the senior secured convertible note payable entered into on August 24, 2018. Accrued interest at December 31, 2019 is $19,041. | ||
[4] | An officer of the Company advanced $67,500 in two notes. This amount is due July 2020 and bears interest at 10-15% interest per annum. Accrued interest on these notes as of December 31, 2019 is $14,786. |
Notes Payable - Related Parti_5
Notes Payable - Related Parties - Schedule of Notes Payable to Related Parties (Details) (Parenthetical) - USD ($) | Jan. 16, 2019 | Dec. 31, 2019 | Sep. 28, 2018 | Aug. 24, 2018 | Apr. 30, 2018 |
Debt instrument, interest rate | 10.00% | ||||
Accrued interest | $ 55,891 | ||||
Minimum [Member] | |||||
Debt instrument, interest rate | 10.00% | ||||
Maximum [Member] | |||||
Debt instrument, interest rate | 15.00% | ||||
Note - Director [Member] | |||||
Director advances | $ 234,000 | ||||
Advances | $ 157,000 | ||||
Debt instrument, interest rate | 0.00% | ||||
Accrued interest | $ 39,365 | ||||
Note - Director [Member] | Four Notes [Member] | |||||
Director advances | 474,492 | ||||
Notes - Director [Member] | |||||
Director advances | 1,080,500 | ||||
Accrued interest | 153,560 | ||||
Note - Director [Member] | Short-Term Junior Secured Promissory Note Payable [Member] | |||||
Director advances | $ 250,000 | ||||
Debt instrument, interest rate | 10.00% | ||||
Accrued interest | 19,041 | ||||
Debt instrument, maturity date description | Maturing on June 15, 2019, extended to December 16, 2019, and further extended to June 30, 2020. | ||||
Note - Officer [Member] | |||||
Director advances | 67,500 | ||||
Accrued interest | $ 14,786 | ||||
Note - Officer [Member] | Minimum [Member] | |||||
Debt instrument, interest rate | 10.00% | ||||
Note - Officer [Member] | Maximum [Member] | |||||
Debt instrument, interest rate | 15.00% |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details Narrative) | Nov. 14, 2019 | Apr. 01, 2019USD ($)shares | Feb. 01, 2019USD ($)shares | Dec. 28, 2018$ / sharesshares | May 24, 2018shares | Aug. 10, 2017USD ($)Days$ / sharesshares | Oct. 02, 2016$ / sharesshares | May 02, 2016$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Apr. 30, 2019USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | May 31, 2018shares |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 5,668,246 | 5,668,246 | 5,668,246 | 6,865,853 | ||||||||||
Common stock, shares outstanding | 5,668,246 | 5,668,246 | 5,668,246 | 6,865,853 | ||||||||||
Reverse stock split | A 1 for 95 reverse stock split | |||||||||||||
Number of restricted stock issued, shares | 266,325 | |||||||||||||
Number of restricted stock issued | $ | $ 750,000 | |||||||||||||
Number of common stock issued | $ | ||||||||||||||
Number of common stock for service, shares | 50,000 | |||||||||||||
Number of common stock for service | $ | $ 750,000 | $ 180,000 | ||||||||||||
Warrant [Member] | ||||||||||||||
Warrants to purchase common stock | 5,314 | |||||||||||||
Warrant exercise price | $ / shares | $ 19 | |||||||||||||
Warrants trade for common stock - consecutive days | Days | 5 | |||||||||||||
Warrants expiration date | Aug. 10, 2022 | |||||||||||||
2016 Plan [Member] | ||||||||||||||
Options to purchase common stock | 51,683 | 1,421 | 2,737 | 56,263 | ||||||||||
Exercise price | $ / shares | $ 1.90 | $ 38 | $ 56.05 | $ 1.90 | ||||||||||
2016 Plan [Member] | ||||||||||||||
Options to purchase common stock | 4,579 | |||||||||||||
Exercise price | $ / shares | $ 1.90 | |||||||||||||
Secured Note Payable [Member] | ||||||||||||||
Number of common stock issued, shares | 300,000 | |||||||||||||
Number of common stock issued | $ | $ 588,000 | |||||||||||||
Accredited Investors [Member] | ||||||||||||||
Number of restricted stock issued, shares | 75,431 | |||||||||||||
Number of restricted stock issued | $ | $ 212,913 | |||||||||||||
Number of common stock issued, shares | 197,260 | |||||||||||||
Number of common stock issued | $ | $ 355,541 | |||||||||||||
Advisor [Member] | ||||||||||||||
Number of common stock issued, shares | 63,918 | 63,918 | ||||||||||||
Number of common stock issued | $ | $ 180,000 | $ 180,000 | ||||||||||||
Two Investors [Member] | Warrant [Member] | ||||||||||||||
Warrants to purchase common stock | 42,510 | |||||||||||||
Aggregate purchase price of warrants | $ | $ 525,000 | |||||||||||||
Investors [Member] | Warrant [Member] | ||||||||||||||
Warrants to purchase common stock | 5,314 | |||||||||||||
Warrant exercise price | $ / shares | $ 14.25 | |||||||||||||
Pinnacle Frac Transport LLC [Member] | ||||||||||||||
Number of restricted stock issued, shares | 5,326,491 | |||||||||||||
Equity ownership, percentage | 100.00% | |||||||||||||
Banner Midstream [Member] | ||||||||||||||
Shares issued on acquisition, shares | 586,429 | |||||||||||||
Minimum [Member] | ||||||||||||||
Increase in authorized number of shares | 100,000,000 | |||||||||||||
Maximum [Member] | ||||||||||||||
Increase in authorized number of shares | 200,000,000 | |||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||
Warrants trade for common stock - percentage | 500.00% |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Stock Options Vested (Details) - shares | Dec. 28, 2018 | Oct. 07, 2016 | May 02, 2016 |
Brian Kennedy (Chairman) [Member] | |||
Number of Stock Options | 3,684 | 2,632 | |
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (921) per year | Options vesting over 4 years, 25% (658) per year | |
Juniper Pennypacker [Member] | |||
Number of Stock Options | 105 | 105 | |
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (25 options) per year | Options vesting over 4 years, 25% (26 options) per year | |
Richard Marshak (CEO) [Member] | |||
Number of Stock Options | 37,105 | ||
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (9,276 options) per year | ||
Jim Stapleton (CFO) [Member] | |||
Number of Stock Options | 10,789 | ||
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (2,697 options) per year | ||
Bryan Cox (consultant) [Member] | |||
Number of Stock Options | 3,158 | 1,053 | |
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (789 options) per year | Options Vesting over 4 years, 25% (263 options) per year | |
Jim Stolzenbach (consultant) [Member] | |||
Number of Stock Options | 1,421 | 368 | |
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (355) per year | Options vesting over 4 years, 25% (92) per year |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Schedule of Stock Options Vested (Details) (Parenthetical) - shares | Dec. 28, 2018 | Dec. 28, 2018 | Oct. 07, 2016 | May 02, 2016 |
Brian Kennedy (Chairman) [Member] | ||||
Vesting period | 2 years | 4 years | ||
Brian Kennedy (Chairman) [Member] | Per Year [Member] | ||||
Vesting percentage | 25.00% | 25.00% | ||
Options | 921 | 921 | 658 | |
Juniper Pennypacker [Member] | ||||
Vesting period | 2 years | 4 years | ||
Juniper Pennypacker [Member] | Per Year [Member] | ||||
Vesting percentage | 25.00% | 25.00% | ||
Options | 25 | 25 | 26 | |
Richard Marshak (CEO) [Member] | ||||
Vesting period | 2 years | |||
Richard Marshak (CEO) [Member] | Per Year [Member] | ||||
Vesting percentage | 25.00% | |||
Options | 9,276 | 9,276 | ||
Jim Stapleton (CFO) [Member] | ||||
Vesting period | 2 years | |||
Jim Stapleton (CFO) [Member] | Per Year [Member] | ||||
Vesting percentage | 25.00% | |||
Options | 2,697 | 2,697 | ||
Bryan Cox (consultant) [Member] | ||||
Vesting period | 2 years | 4 years | ||
Bryan Cox (consultant) [Member] | Per Year [Member] | ||||
Vesting percentage | 25.00% | 25.00% | ||
Options | 789 | 789 | 263 | |
Jim Stolzenbach (consultant) [Member] | ||||
Vesting period | 2 years | 4 years | ||
Jim Stolzenbach (consultant) [Member] | Per Year [Member] | ||||
Vesting percentage | 25.00% | 25.00% | ||
Options | 355 | 355 | 92 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Schedule of Stock Options Weighted Average Assumptions (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Expected term (years) | 10 years |
Expected volatility | 283.00% |
Risk-free interest rate | 2.55% |
Dividend yield | 0.00% |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) - Schedule of Stock Option Activity (Details) - 2016 Plan [Member] - $ / shares | Dec. 28, 2018 | Oct. 02, 2016 | May 02, 2016 | Dec. 31, 2018 | Dec. 31, 2019 |
Number of Options outstanding, beginning balance | 68,052 | 60,421 | |||
Number of Options, Granted | 51,683 | 1,421 | 2,737 | 56,263 | |
Number of Options, Exercised | |||||
Number of Options, Forfeited | |||||
Number of Options, Expired | |||||
Number of Options, Canceled | (63,894) | ||||
Number of Options outstanding, ending balance | 60,421 | 60,421 | |||
Number of Options outstanding, Exercisable | 56,263 | 60,421 | |||
Weighted Average Exercise Price outstanding, beginning balance | $ 56.05 | $ 28.50 | |||
Weighted Average Exercise Price, Granted | $ 1.90 | $ 38 | $ 56.05 | 1.90 | |
Weighted Average Exercise Price, Exercised | |||||
Weighted Average Exercise Price, Forfeited | |||||
Weighted Average Exercise Price, Expired | |||||
Weighted Average Exercise Price, Canceled | 56.05 | ||||
Weighted Average Exercise Price outstanding, ending balance | 28.50 | 28.50 | |||
Weighted Average Exercise Price outstanding, Exercisable | $ 28.50 | $ 28.50 | |||
Weighted Average Remaining Contractual Term, outstanding, beginning balance | 8 years 1 month 6 days | 8 years 8 months 5 days | |||
Weighted Average Remaining Contractual Term, Granted | 5 years | 0 years | |||
Weighted Average Remaining Contractual Term, Canceled | 8 years 1 month 6 days | 0 years | |||
Weighted Average Remaining Contractual Term, outstanding, ending balance | 8 years 8 months 5 days | 7 years 8 months 5 days | |||
Weighted Average Remaining Contractual Term, outstanding, Exercisable | 8 years 8 months 5 days | 7 years 8 months 5 days |
Stockholders' Equity (Deficit_7
Stockholders' Equity (Deficit) - Schedule of Warrants Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Number of Warrants outstanding, beginning balance | 10,628 | 10,628 |
Number of Warrants, Granted | ||
Number of Warrants, Exercised | ||
Number of Warrants, Forfeited or expired | ||
Number of Warrants outstanding, ending balance | 10,628 | 10,628 |
Number of Warrants outstanding, Exercisable | 10,628 | 10,628 |
Weighted Average Exercise Price outstanding, beginning balance | $ 16.625 | $ 16.625 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited or expired | ||
Weighted Average Exercise Price outstanding, ending balance | 16.625 | 16.625 |
Weighted Average Exercise Price outstanding, Exercisable | $ 16.625 | $ 16.625 |
Weighted Average Remaining Contractual Term outstanding, beginning balance | 4 years 10 months 25 days | 3 years 8 months 12 days |
Weighted Average Remaining Contractual Term, Granted | 0 years | 0 years |
Weighted Average Remaining Contractual Term, Exercised | 0 years | 0 years |
Weighted Average Remaining Contractual Term, Forfeited or expired | 0 years | 0 years |
Weighted Average Remaining Contractual Term outstanding, ending balance | 3 years 8 months 12 days | 2 years 8 months 12 days |
Weighted Average Remaining Contractual Term outstanding, Exercisable | 3 years 8 months 12 days | 2 years 8 months 12 days |
Aggregate Intrinsic Value outstanding, beginning balance | $ 176,683 | $ 176,683 |
Aggregate Intrinsic Value, Granted | ||
Aggregate Intrinsic Value, Exercised | ||
Aggregate Intrinsic Value, Forfeited or expired | ||
Aggregate Intrinsic Value outstanding, ending balance | 176,683 | |
Aggregate Intrinsic Value outstanding, Exercisable | $ 176,683 |
Acquisitions - Banner Midstre_3
Acquisitions - Banner Midstream (Details Narrative) - USD ($) | Nov. 14, 2019 | Sep. 26, 2019 | Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Gain on acquisition | $ 208,690 | |||||
Loss on disposal | $ 314,114 | |||||
Reverse stock split | A 1 for 95 reverse stock split | |||||
Shareholders [Member] | ||||||
Ownership percentage | 10.00% | |||||
Banner Midstream Shareholders [Member] | ||||||
Ownership percentage | 90.00% | |||||
Reverse Merger Agreement [Member] | ||||||
Reverse stock split | 1-for-95 Reverse Split | |||||
LAH Lease Service LLC [Member] | ||||||
Bargain purchase price | $ 100 | |||||
Gain on acquisition | $ 208,690 |
Acquisitions - Banner Midstre_4
Acquisitions - Banner Midstream - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Net Book Value | $ 303,434 | ||
Gain on Acquisition | $ 208,690 | ||
LAH Lease Service LLC [Member] | |||
Accounts Receivable (net of allowance for uncollectible accounts) | $ 718,600 | ||
Machinery & Equipment (net of accumulated depreciation) | 1,741,365 | ||
Total Assets | 2,459,965 | ||
Cash Overdrawn | 3,434 | ||
Accounts Payable | 123,423 | ||
Accrued Expenses | 1,424,318 | ||
Short-term Notes Payable | 100,000 | ||
Related Party Notes Payable | 600,000 | ||
Total Liabilities | 2,251,175 | ||
Net Book Value | 208,790 | ||
Acquisition Purchase Price | 100 | ||
Gain on Acquisition | $ 208,690 |
Acquisitions - Banner Midstre_5
Acquisitions - Banner Midstream - Schedule of Pro Forma Activity (Details) | 8 Months Ended |
Dec. 31, 2018USD ($) | |
Revenues | $ 8,420,200 |
Net income (loss) | (1,566,589) |
Proforma [Member] | |
Revenues | 8,420,200 |
Net income (loss) | (1,566,589) |
Debtor [Member] | |
Revenues | |
Creditor [Member] | |
Net income (loss) | (314,114) |
Pinnacle Frac Transport LLC [Member] | |
Revenues | 8,420,200 |
Net income (loss) | (1,565,945) |
LAH Lease Service LLC [Member] | |
Revenues | |
Net income (loss) | (372) |
LSQL Truck & Trailer Sales LLC [Member] | |
Revenues | |
Net income (loss) | $ (272) |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash and Cash Equivalents | $ 183 | $ 51 |
Prepaid Expenses | 10,500 | |
Assets current | 10,683 | 51 |
Machinery and Equipment (net of accumulated depreciation) | 248,966 | 248,966 |
Intangible Assets (net of accumulated amortization) | 30,500 | |
Assets | 290,149 | 249,017 |
Accounts Payable | 245,285 | 227,522 |
Accrued Expenses | 31,500 | |
Liabilities | 276,785 | 227,522 |
Revenue | 369,781 | |
Cost of Sales | 245,759 | |
Gross Profit | 124,022 | |
Operating Expenses | 431,994 | 5,236 |
Loss from discontinued operations | (307,972) | (5,236) |
Non-cash revenues (expenses) | (13,364) | 8,131 |
Net cash used in discontinued operations | $ (321,336) | $ (13,367) |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Litigation settlement | $ 1,661,858 | ||
FracSure LLC [Member] | |||
Payments of litigation settlement | $ 1,536,437 | ||
Pinnacle Vac Service [Member] | |||
Accounts Payable | $ 227,522 | $ 245,285 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | |
Lease description | For the expected term of the lease the Company used the initial terms ranging between 42 and 60 months. | ||
Lease consideration amount | $ 10 | ||
Right of use assets | $ 779,199 | ||
Lease liability | $ 786,379 | ||
Minimum [Member] | |||
Lease discount rate, percentage | 2.50% | ||
Maximum [Member] | |||
Lease discount rate, percentage | 6.80% |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Lease Liability (Details) | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2021 | $ 220,234 |
2022 | 199,838 |
2023 | 179,722 |
2024 | 135,260 |
2025 | 51,325 |
Total lease payments | $ 786,379 |
Leases - Schedule of Amortizati
Leases - Schedule of Amortization of Right of Use Asset (Details) | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2021 | $ 215,727 |
2022 | 195,536 |
2023 | 177,391 |
2024 | 138,609 |
2025 | 51,936 |
Total lease payments | $ 779,199 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Co-Tenancy Agreement [Member] - Razor [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Related party payments | $ 1,600 |
Payments for rent | $ 3,300 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 9,001,296 | |
Income tax description | On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"), which makes broad and complex changes to the U.S. tax code. Certain of these changes may be applicable to the Company, including but not limited to, reducing the U.S. federal corporate tax rate from 35 percent to 21 percent, creating a new limitation on deductible interest expense | |
Federal corporate tax rate | 21.00% | 21.00% |
Income tax ownership rate | 50.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 5,292,936 | $ 3,708,360 |
Fixed Assets | (839,807) | (314,114) |
Share-based compensation | (470,000) | (750,000) |
Depreciation expense | (483,183) | (339,270) |
Valuation allowance | (3,499,946) | (2,304,976) |
Net deferred tax asset |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Benefits (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at expected statutory rate | $ (778,756) | $ (1,111,517) |
State income taxes | ||
Depletion | 65,964 | 176,359 |
Share-based compensation | 157,500 | 98,700 |
Depreciation expense | 71,247 | 101,468 |
Valuation Allowance | 484,045 | 734,990 |
Net income tax benefit |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate (Details) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate (benefit) | (21.00%) | (21.00%) |
Permanent differences | 1.00% | 3.00% |
Change in valuation allowance | 20.00% | 18.00% |
Effective Tax Rate | 0.00% | 0.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 30, 2020 | Jul. 28, 2020 | Apr. 14, 2020 | Mar. 27, 2020 | Feb. 27, 2020 | Dec. 31, 2019 | Mar. 19, 2020 | Mar. 16, 2020 | Dec. 31, 2018 | Apr. 30, 2018 |
Number of common stock for service, shares | 50,000 | |||||||||
Interest rate | 10.00% | |||||||||
Common stock, shares outstanding | 6,865,853 | 5,668,246 | ||||||||
Subsequent Event [Member] | ||||||||||
Number of common stock for service, shares | 50,000 | |||||||||
Number of common stock issued, shares | 340 | |||||||||
Common stock, shares outstanding | 7,000,000 | |||||||||
Subsequent Event [Member] | Ecoark [Member] | ||||||||||
Interest rate | 4.95% | |||||||||
Number of common stock issued, shares | 1,000,000 | 8,945,205 | ||||||||
Debt maturity date | Apr. 14, 2025 | |||||||||
Debt monthly payments | $ 23,371 | |||||||||
Subsequent Event [Member] | Ecoark [Member] | Convertible Notes Payable [Member] | ||||||||||
Principal amount | $ 2,222,222 | $ 2,222,222 | ||||||||
Interest rate | 18.00% | 18.00% | ||||||||
Subsequent Event [Member] | Membership Interest Purchase Agreement [Member] | Shamrock Upstream Energy LLC [Member] | ||||||||||
Notes payable | $ 1,800,000 | |||||||||
Short term debt | 1,200,000 | |||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | WR Holdings Corp [Member] | ||||||||||
Notes payable | 4,000,000 | |||||||||
Short term debt | 1,000,000 | |||||||||
Proceeds from short term debt | $ 1,000,000 | |||||||||
Subsequent Event [Member] | Separation Agreement [Member] | Employee [Member] | ||||||||||
Number of common stock issued, shares | 83,807 |