Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 03, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Banner Energy Services Corp. | ||
Entity Central Index Key | 0001589361 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
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 Flag | 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 | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 63,151 | |
Prepaid expenses | 2,029 | |
Investment | 1,752,954 | |
Current assets of discontinued operations | 793,712 | |
Total current assets | 1,818,134 | 793,712 |
Noncurrent assets: | ||
Assets of discontinued operations | 4,517,209 | |
Total noncurrent assets | 4,517,209 | |
Total assets | 1,818,134 | 5,310,921 |
Current liabilities: | ||
Accounts payable and other current liabilities | 79,842 | |
Current liabilities of discontinued operations | 10,089,955 | |
Note payable - related parties | 23,979 | |
Total current liabilities | 103,821 | 10,089,955 |
Liabilities of discontinued operations | 1,029,414 | |
Total liabilities | 103,821 | 11,119,369 |
Commitments and contingencies | ||
Stockholders' Equity (Deficit): | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized, 7,000,000 and 6,865,853 shares issued and outstanding at December 31, 2020 and 2019, respectively | 700 | 686 |
Additional paid in capital | 3,397,148 | 3,192,162 |
Retained earnings (deficit) | (1,683,535) | (9,001,296) |
Total stockholder' equity (deficit) | 1,714,313 | (5,808,448) |
Total liabilities and stockholders' equity (deficit) | $ 1,818,134 | $ 5,310,921 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 7,000,000 | 6,865,853 |
Common stock, shares outstanding | 7,000,000 | 6,865,853 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of Sales | ||
Gross Profit | ||
Operating expenses: | ||
Salaries and wages, including stock-based compensation | 262,338 | |
Selling, general and administrative expenses | 220,374 | |
Total operating expenses | 482,712 | |
Operating loss | (482,712) | |
Other income (expense): | ||
Interest expense | (1,479) | |
Realized gain on investment | 173,429 | |
Unrealized gain on investment | 1,276,150 | |
Total other income (expense) | 1,448,100 | |
Income from continuing operations before provision for income taxes | 965,388 | |
Provision for income taxes | ||
Income from continuing operations | 965,388 | |
Gain (loss) from discontinued operations | 6,352,373 | (5,292,936) |
Net income (loss) | $ 7,317,761 | $ (5,292,936) |
Net income (loss) per share - basic: | ||
Basic and diluted - continuing operations | $ 0.14 | $ 0 |
Basic and diluted - discontinued operations | 0.91 | (0.89) |
Net income (loss) per share | 1.05 | (0.89) |
Net income (loss) per share - diluted: | ||
Basic and diluted - continuing operations | 0.14 | 0 |
Basic and diluted - discontinued operations | 0.91 | (0.89) |
Net income (loss) per share | $ 1.05 | $ (0.89) |
Weighted average shares outstanding - basic | 6,943,907 | 5,895,534 |
Weighted average shares outstanding - diluted | 7,014,956 | 5,895,534 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 567 | $ 2,003,740 | $ (3,708,360) | $ (1,704,053) |
Beginning balance, shares at Dec. 31, 2018 | 5,668,246 | |||
Shares issued for services | $ 11 | 244,989 | 245,000 | |
Shares issued for services, shares | 113,918 | |||
Shares issued for cash in private placement | $ 20 | 355,521 | 355,541 | |
Shares issued for cash in private placement, shares | 197,260 | |||
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 Income (loss) for the year | (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 | |||
Shares issued for services | $ 13 | 180,697 | 180,710 | |
Shares issued for services, shares | 133,807 | |||
Fractional shares issued for Banner Midstream acquisition | $ 1 | (1) | ||
Fractional shares issued for Banner Midstream acquisition, shares | 340 | |||
Contributed capital for services rendered | 24,290 | 24,290 | ||
Net Income (loss) for the year | 7,317,761 | 7,317,761 | ||
Ending balance at Dec. 31, 2020 | $ 700 | $ 3,397,148 | $ (1,683,535) | $ 1,714,313 |
Ending balance, shares at Dec. 31, 2020 | 7,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net income (loss) | $ 965,388 | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation including contributed capital for services rendered | 205,000 | |
Realized gain on investments | (173,429) | |
Unrealized gain on investment | (1,276,150) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (2,029) | |
Accrued expenses - related parties | 1,404 | |
Accounts payable and other current liabilities | 79,842 | |
Net cash used in operating activities | (199,974) | |
Cash flows from investing activities | ||
Proceeds from the sale of investments | 240,625 | |
Net cash provided by investing activities | 240,625 | |
Cash flows from financing activities | ||
Repayment of note payable - related parties | (35,000) | |
Proceeds from note payable - related parties | 57,500 | |
Net cash provided by financing activities | 22,500 | |
Net cash used in discontinued operations - operating activities | (1,312,231) | (2,124,800) |
Net cash provided by discontinued operations - investing activities | 226,968 | 6,724 |
Net cash provided by discontinued operations - financing activities | 1,085,263 | 2,118,076 |
Net cash (used in) discontinued operations | ||
Net increase in cash and cash equivalents | 63,151 | |
Cash and restricted cash - beginning of period | ||
Cash and restricted cash - end of period | 63,151 | |
Supplemental schedule of cash flow information | ||
Cash paid for interest | 762,237 | |
Cash paid for income taxes | 48,429 | |
Supplemental schedule of non-cash investing and financing information | ||
Net assets acquired from White River/Shamrock and then sold to Ecoark | 8,000,000 | |
Lease liability for right of use asset at inception - presented in discontinued operations | 932,567 | |
Debt for payment of convertible note through intermediary - presented in discontinued operations | 500,000 | |
Payment of convertible note through intermediary - presented in discontinued operations | 500,000 | |
Original issue discount on note payable - presented in discontinued operations | 551,504 | |
Shares issued in reverse merger | $ 58 |
Description of Business, Basis
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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, Corp., a Nevada corporation. On November 18, 2019, the Company merged with Banner Midstream Corp., a Delaware corporation (“Banner Midstream”). Banner Midstream had 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”) as of November 18, 2019. Entry into Merger Agreement; Creation of Merger Subsidiary; Closing Conditions for Merger 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 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”). The Reverse Split became effective November 14, 2019. As a result of the Reverse Split, all share and per share figures contained in the financial statements have been amended to reflect the Reverse Split for the periods presented. 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 1,789,041 shares of common stock of Ecoark valued at $2.72 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 for a total of $8,000,000, and were then 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. 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 in this Annual Report on Form 10-K for the year ended December 31, 2020. The Company was established in November 2011 under the name TabacaleraYsidron. On October 18, 2018, the “Company” and Mount Tam Biotechnologies, Inc. (“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. 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, 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. On January 7, 2021, shareholders of the Company representing approximately 57% of the outstanding common shares, acted by written consent in lieu of a meeting to approve an amendment to the Company’s Articles of Incorporation to change the name of the Company to Fortium Holdings Corp. (the “Amendment”). The Amendment will be effective upon the Company’s filing of a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada. 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. 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 of 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 there was impairment recorded in the amount of $525,693. 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, investments, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments. Investments The Company measures their investments at fair value with changes in fair value recognized in net income (loss) pursuant to ASU 2016-01, “Financial Instruments-Overall”. 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. 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 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 unaudited condensed consolidated financial statements are issued. Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in consulting both private and public companies in operational processes, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. 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 1,789,041 shares of common stock (after giving effect to Ecoark’s subsequent one-for-five reverse stock split which was effected on December 10, 2020), and Ecoark assumed all of the debt of the Company. As of January 26, 2021, of the 200,000 shares of Ecoark common stock the Company retained from the March 2020 acquisition, after distributing the other 1,589,041 shares to the former owners of Banner Midstream, the Company has sold 32,492 shares. Impact of COVID-19 Since the sale of Banner Midstream, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See “Risk Factors” contained in this annual report on Form10-K for the fiscal year ended December 31, 2020 for more information. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
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 All of the Company’s revenue for the period January 1, 2020 through March 27, 2020 and year ended December 31, 2019 are included in discontinued operations: 2020 2019 Revenue: Transportation and logistics $ 3,686,120 $ 13,652,256 Equipment rental revenue 74,448 923,617 Other revenue 100,107 139,344 $ 3,860,675 $ 14,715,217 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, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3: PROPERTY AND EQUIPMENT All of the property and equipment of the Company was related to Banner Midstream Corp. and was sold to Ecoark on March 27, 2020. Depreciation expense of $103,451 and $483,183 is included in discontinued operations for the period January 1, 2020 through March 27, 2020 and year ended December 31, 2019. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 4: LONG-TERM DEBT All of the long-term debt of the Company was related to Banner Midstream Corp. and was assumed by Ecoark on March 27, 2020 as part of the merger with Ecoark. As of March 27, 2020, there is no long-term debt recorded. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable - Related Parties | NOTE 5: NOTES PAYABLE - RELATED PARTIES All of the notes payable – related parties of the Company concerned Banner Midstream Corp. and were assumed by Ecoark on March 27, 2020 as part of the merger with Ecoark. As of March 27, 2020, there were no notes payable – related parties recorded until August 1, 2020. During the period ended June 30, 2020, the Company borrowed from Atikin Investments LLC (“Atikin”), an entity managed by the Chief Executive Officer of the Company, to pay for operating expenses. The Company formalized the arrangement on August 1, 2020 when it issued to Atikin a Junior Secured Revolving Promissory Note for a principal amount up to $200,000. Through December 31, 2020, the Company had borrowed a total $57,500 and repaid $35,000 leaving a balance of $22,500. This note bears interest at 10% interest per annum and had a maturity date of December 15, 2020, which has been extended through January 15, 2021, and has been repaid as of January 11, 2021. Interest expense for the period August 1, 2020 through December 31, 2020 was $1,479, and this has been repaid as of January 11, 2021. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, there were 7,000,000 and 6,865,853 shares of the Company’s common stock issued and outstanding, respectively. 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 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. On February 27, 2020, the Company issued 50,000 shares of common stock for services rendered valued at $55,000. On July 28, 2020, the Company issued 83,807 shares of common stock for services rendered valued at $125,710, and $24,290 of contributed capital for services rendered. Stock Options The Company’s Board of Directors approved the adoption of the Mount Tam 2016 Stock-Based Compensation Plan (the “2016 Plan”) on May 12, 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 Vesting Schedule Brian Kennedy (Chairman) – 5/2/2016 2,632 Fully vested Juniper Pennypacker – 5/2/2016 105 Fully vested Name Number of Stock Vesting Schedule Richard Marshak (CEO) – 12/28/2018 37,105 Fully vested Jim Stapleton (CFO) – 12/28/2018 10,789 Fully vested Brian Kennedy (Chairman) – 12/28/2018 3,684 Fully vested Juniper Pennypacker – 12/28/2018 105 Fully vested 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 Fully vested Jim Stolzenbach (consultant) – 10/7/2016 368 Fully vested Name Number of Stock Options Vesting Schedule Bryan Cox (consultant) – 12/28/2018 3,158 Fully vested Jim Stolzenbach (consultant) – 12/28/2018 1,421 Fully vested 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, 2020 and 2019 and changes during the period then ended is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2018 60,421 $ 5.20 9.02 Granted - - - Exercised - - - Forfeited - - - Expired - - - Canceled - - - Balance outstanding at December 31, 2019 60,421 $ 5.20 8.02 Exercisable at December 31, 2019 60,421 $ 5.20 8.02 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2019 60,421 $ 5.20 8.02 Granted - - - Exercised - - - Forfeited - - - Expired - - - Canceled - - - Balance outstanding at December 31, 2020 60,421 $ 5.20 7.02 Exercisable at December 31, 2020 60,421 $ 5.20 7.02 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, 2018 10,628 $ 16.625 3.7 $ - 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 $ - Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2019 10,628 $ 16.625 2.7 $ - Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2020 10,628 $ 16.625 1.7 $ - Exercisable at December 31, 2020 10,628 $ 16.625 1.7 $ - |
Acquisitions - Banner Midstream
Acquisitions - Banner Midstream | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions - Banner Midstream | NOTE 7: ACQUISITIONS – BANNER MIDSTREAM 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 as the surviving entity and became a subsidiary of the Company. Upon closure of the transaction, the Company executed a successful reverse split of its common stock at a ratio of one new share for each 95 existing shares. 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. The Company’s shares traded under the temporary ticker symbol “MNTMD” and following a 20-day trading period, the Company’s symbol transitioned to the permanent ticker symbol “BANM.” On February 12, 2020, the name from MTB Corp. was changed to Banner Energy Services Corp. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 8: DISCONTINUED OPERATIONS The Company entered into an agreement with Ecoark and sold Banner Midstream on March 27, 2020. All of the operations for the respective periods for Banner Midstream, who was acquired as of November 18, 2019 in a reverse merger are reflected as discontinued operations. December 31, 2020 and December 31, 2019 2020 2019 Current Assets $ - $ 793,712 Non-current Assets - 4,517,209 $ - $ 5,310,921 Current Liabilities - 10,089,955 Non-current Liabilities - 1,029,414 $ - $ 11,119,369 Period Ended January 1, 2020 through March 27, 2020 and Year Ended December 31, 2019 Revenue $ 3,860,675 $ 14,715,217 Cost of Sales 2,604,288 10,228,168 Gross Profit 1,256,387 4,487,049 Operating and Non-operating Expenses 3,243,052 9,779,985 Loss from discontinued operations $ (1,986,665 ) $ (5,292,936 ) Gain on discontinued operations 8,339,038 - Net gain (loss) in discontinued operations $ 6,352,373 $ (5,292,936 ) |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 9: 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. All of the right of use assets and lease liabilities related to Banner Midstream and were sold/assumed by Ecoark in the merger with Ecoark on March 27, 2020. No right of use assets or lease liabilities exist as of December 31, 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10: RELATED PARTY TRANSACTIONS Until the Banner Midstream sale, the Company and its subsidiaries Pinnacle Frac Transport, Pinnacle Vac Service, and Capstone were tenants at 5899 Preston Road #505, Frisco, TX 75034 (“Preston Rd Office”) since inception. In addition, the principal operations of the Company and Capstone were managed out of the aforementioned Preston Road location. The Company previously had entered into a co-tenancy agreement with Razor Medical Science LLC (“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. During the period ended June 30, 2020, the Company borrowed from Atikin Investments LLC (“Atikin”), an entity managed by an officer of the Company, to pay for operating expenses. The Company formalized the arrangement on August 1, 2020 when it issued to Atikin a Junior Secured Revolving Promissory Note for a principal amount up to $200,000. Through December 31, 2020, the Company had borrowed a total $57,500 and repaid $35,000 leaving a balance of $22,500 as of December 31, 2020. This note bears interest at 10% interest per annum and had a maturity date of December 15, 2020, which has been extended through January 15, 2021, and has been repaid as of January 11, 2021. Interest expense for the period August 1, 2020 through December 31, 2020 was $1,479, and this has been repaid as of January 11, 2021. There was $24,290 in contributed capital from a former employee in their separation agreement recorded on July 28, 2020. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 11: FAIR VALUE MEASUREMENTS The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, investments, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the years ended December 31, 2020 and 2019. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis as of: December 31, 2020 Level 1 Level 2 Level 3 Total Gains and (Losses) Investment $ 1,752,954 $ - $ - $ 1,449,579 December 31, 2019 None $ - $ - $ - $ - |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12: INCOME TAXES 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 had a net operating loss carryforward for tax purposes totaling $1,179,845 and $9,001,296 at December 31, 2020 and 2019. 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 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 for the years ended December 31, 2020 and 2019: 2020 2019 Net operating loss carryover $ 247,767 $ 5,292,936 Fixed Assets (- ) (839,807 ) Share-based compensation (- ) (470,000 ) Depreciation expense 77,997 (483,183 ) Investments (91,054 ) - Business credits (R&D) 27,411 - Valuation allowance (262,121 ) (3,499,946 ) Net deferred tax asset $ - $ - Tax benefit computed at expected statutory rate $ 1,119,530 $ (1,111,517 ) State income taxes - - Depletion - 176,359 Gain on disposal of Banner Midstream (1,333,998 ) - Share-based compensation - 98,700 Depreciation expense - 101,468 Valuation Allowance 214,468 734,990 Net income tax benefit $ - $ - Federal statutory rate (benefit) 21 % (21 )% Gain on disposal of Banner Midstream (25 )% 3 % Change in valuation allowance 4 % 18 % Effective Tax Rate (0 )% (0 )% |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13: SUBSEQUENT EVENTS On January 7, 2021, shareholders of the Company representing approximately 57% of the outstanding common shares, acted by written consent in lieu of a meeting to approve an amendment to the Company’s Articles of Incorporation to change the name of the Company to Fortium Holdings Corp. (the “Amendment”). The Amendment will be effective upon the Company’s filing of a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada. In January 2021, the Company repaid their note payable – related parties, as well as all accrued interest. From January 1 through February 3, 2021, the Company sold 7,787 shares of Ecoark common stock. |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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, Corp., a Nevada corporation. On November 18, 2019, the Company merged with Banner Midstream Corp., a Delaware corporation (“Banner Midstream”). Banner Midstream had 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”) as of November 18, 2019. Entry into Merger Agreement; Creation of Merger Subsidiary; Closing Conditions for Merger 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 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”). The Reverse Split became effective November 14, 2019. As a result of the Reverse Split, all share and per share figures contained in the financial statements have been amended to reflect the Reverse Split for the periods presented. 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 1,789,041 shares of common stock of Ecoark valued at $2.72 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 for a total of $8,000,000, and were then 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. 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 in this Annual Report on Form 10-K for the year ended December 31, 2020. The Company was established in November 2011 under the name TabacaleraYsidron. On October 18, 2018, the “Company” and Mount Tam Biotechnologies, Inc. (“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. 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, 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. On January 7, 2021, shareholders of the Company representing approximately 57% of the outstanding common shares, acted by written consent in lieu of a meeting to approve an amendment to the Company’s Articles of Incorporation to change the name of the Company to Fortium Holdings Corp. (the “Amendment”). The Amendment will be effective upon the Company’s filing of a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada. |
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. |
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 of 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 there was impairment recorded in the amount of $525,693. |
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, investments, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments. |
Investments | Investments The Company measures their investments at fair value with changes in fair value recognized in net income (loss) pursuant to ASU 2016-01, “Financial Instruments-Overall”. |
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. |
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 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 unaudited condensed consolidated financial statements are issued. Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in consulting both private and public companies in operational processes, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. 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 1,789,041 shares of common stock (after giving effect to Ecoark’s subsequent one-for-five reverse stock split which was effected on December 10, 2020), and Ecoark assumed all of the debt of the Company. As of January 26, 2021, of the 200,000 shares of Ecoark common stock the Company retained from the March 2020 acquisition, after distributing the other 1,589,041 shares to the former owners of Banner Midstream, the Company has sold 32,492 shares. Impact of COVID-19 Since the sale of Banner Midstream, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See “Risk Factors” contained in this annual report on Form10-K for the fiscal year ended December 31, 2020 for more information. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Major Source | All of the Company’s revenue for the period January 1, 2020 through March 27, 2020 and year ended December 31, 2019 are included in discontinued operations: 2020 2019 Revenue: Transportation and logistics $ 3,686,120 $ 13,652,256 Equipment rental revenue 74,448 923,617 Other revenue 100,107 139,344 $ 3,860,675 $ 14,715,217 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stock Options Vested | Options will vest as per below tables: Name Number of Stock Vesting Schedule Brian Kennedy (Chairman) – 5/2/2016 2,632 Fully vested Juniper Pennypacker – 5/2/2016 105 Fully vested Name Number of Stock Vesting Schedule Richard Marshak (CEO) – 12/28/2018 37,105 Fully vested Jim Stapleton (CFO) – 12/28/2018 10,789 Fully vested Brian Kennedy (Chairman) – 12/28/2018 3,684 Fully vested Juniper Pennypacker – 12/28/2018 105 Fully vested Options will vest as per below tables: Name Number of Stock Options Vesting Schedule Bryan Cox (consultant) – 10/7/2016 1,053 Fully vested Jim Stolzenbach (consultant) – 10/7/2016 368 Fully vested Name Number of Stock Options Vesting Schedule Bryan Cox (consultant) – 12/28/2018 3,158 Fully vested Jim Stolzenbach (consultant) – 12/28/2018 1,421 Fully vested |
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, 2020 and 2019 and changes during the period then ended is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2018 60,421 $ 5.20 9.02 Granted - - - Exercised - - - Forfeited - - - Expired - - - Canceled - - - Balance outstanding at December 31, 2019 60,421 $ 5.20 8.02 Exercisable at December 31, 2019 60,421 $ 5.20 8.02 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2019 60,421 $ 5.20 8.02 Granted - - - Exercised - - - Forfeited - - - Expired - - - Canceled - - - Balance outstanding at December 31, 2020 60,421 $ 5.20 7.02 Exercisable at December 31, 2020 60,421 $ 5.20 7.02 |
Schedule of Warrants Activity | Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2019 10,628 $ 16.625 2.7 $ - Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2020 10,628 $ 16.625 1.7 $ - Exercisable at December 31, 2020 10,628 $ 16.625 1.7 $ - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | All of the operations for the respective periods for Banner Midstream, who was acquired as of November 18, 2019 in a reverse merger are reflected as discontinued operations. December 31, 2020 and December 31, 2019 2020 2019 Current Assets $ - $ 793,712 Non-current Assets - 4,517,209 $ - $ 5,310,921 Current Liabilities - 10,089,955 Non-current Liabilities - 1,029,414 $ - $ 11,119,369 Period Ended January 1, 2020 through March 27, 2020 and Year Ended December 31, 2019 Revenue $ 3,860,675 $ 14,715,217 Cost of Sales 2,604,288 10,228,168 Gross Profit 1,256,387 4,487,049 Operating and Non-operating Expenses 3,243,052 9,779,985 Loss from discontinued operations $ (1,986,665 ) $ (5,292,936 ) Gain on discontinued operations 8,339,038 - Net gain (loss) in discontinued operations $ 6,352,373 $ (5,292,936 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured on Recognized Fair Value on Recurring Basis | The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis as of: December 31, 2020 Level 1 Level 2 Level 3 Total Gains and (Losses) Investment $ 1,752,954 $ - $ - $ 1,449,579 December 31, 2019 None $ - $ - $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 for the years ended December 31, 2020 and 2019: 2020 2019 Net operating loss carryover $ 247,767 $ 5,292,936 Fixed Assets (- ) (839,807 ) Share-based compensation (- ) (470,000 ) Depreciation expense 77,997 (483,183 ) Investments (91,054 ) - Business credits (R&D) 27,411 - Valuation allowance (262,121 ) (3,499,946 ) Net deferred tax asset $ - $ - Tax benefit computed at expected statutory rate $ 1,119,530 $ (1,111,517 ) State income taxes - - Depletion - 176,359 Gain on disposal of Banner Midstream (1,333,998 ) - Share-based compensation - 98,700 Depreciation expense - 101,468 Valuation Allowance 214,468 734,990 Net income tax benefit $ - $ - Federal statutory rate (benefit) 21 % (21 )% Gain on disposal of Banner Midstream (25 )% 3 % Change in valuation allowance 4 % 18 % Effective Tax Rate (0 )% (0 )% |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | Jan. 26, 2021shares | Jan. 07, 2021 | Mar. 27, 2020USD ($)ft²$ / sharesshares | Nov. 14, 2019 | Oct. 18, 2018USD ($) | Jun. 20, 2018shares | May 24, 2018shares | Feb. 03, 2021shares | Dec. 31, 2020 | Dec. 31, 2019USD ($)shares | May 08, 2018 |
Reverse stock split | 1 for 95 reverse stock split | ||||||||||
Impairment of long-lived asset | $ | $ 525,693 | ||||||||||
Ecoark Holdings, Inc. [Member] | Subsequent Event [Member] | |||||||||||
Stock issued during the period retained | 200,000 | ||||||||||
Sale of stock shares | 32,492 | 7,787 | |||||||||
Banner Midstream [Member] | |||||||||||
Acquisition of common stock, shares | 586,429 | ||||||||||
Banner Midstream [Member] | Subsequent Event [Member] | |||||||||||
Stock issued during the period | 1,589,041 | ||||||||||
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 | 1,789,041 | ||||||||||
Acquired price | $ / shares | $ 2.72 | ||||||||||
Acquisition of common stock, value | $ | $ 11,774,000 | ||||||||||
Banner Midstream Corp [Member] | White River and Shamrock [Member] | |||||||||||
Acquisition consideration amount | $ | $ 8,000,000 | ||||||||||
Banner Midstream Corp [Member] | Ozark Empire Capital Management [Member] | |||||||||||
Acquisition of common stock, shares | 2,130,596 | ||||||||||
Banner Midstream Corp [Member] | Pinnacle Frac Transport LLC [Member] | |||||||||||
Acquisition of common stock, shares | 3,195,894 | ||||||||||
Equity ownership, percentage | 100.00% | ||||||||||
Pinnacle Vac Service LLC [Member] | |||||||||||
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 | ||||||||||
Fortium Holdings Corp [Member] | Subsequent Event [Member] | |||||||||||
Outstanding shares percentage | 57.00% | ||||||||||
Ecoark Holdings, Inc. [Member] | |||||||||||
Reverse stock split | one-for-five reverse stock split | ||||||||||
Number of shares issued for acquisition | 1,789,041 |
Revenue (Details Narrative)
Revenue (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
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 ($) | 3 Months Ended | 12 Months Ended | |
Mar. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 3,860,675 | ||
Transportation and Logistics [Member] | |||
Revenue | 3,686,120 | 13,652,256 | |
Equipment Rental Revenue [Member] | |||
Revenue | 74,448 | 923,617 | |
Other Revenue [Member] | |||
Revenue | $ 100,107 | $ 139,344 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 27, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 103,451 | $ 483,183 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) | Mar. 27, 2020USD ($) |
Debt Disclosure [Abstract] | |
Long term debt |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Details Narrative) - USD ($) | Jan. 31, 2021 | Jan. 11, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 02, 2020 | Mar. 27, 2020 |
Notes payable related parties | $ 23,979 | $ 23,979 | |||||
Repayment of notes payable - related parties | 35,000 | ||||||
Subsequent Event [Member] | |||||||
Repayment of notes payable - related parties | |||||||
Atikin Investments LLC [Member] | Chief Executive Officer [Member] | Agreement [Member] | |||||||
Debt instrument face amount | $ 200,000 | ||||||
Debt borrowed amount | 57,500 | 57,500 | |||||
Repayment of debt | 35,000 | ||||||
Debt balance amount | $ 22,500 | $ 22,500 | |||||
Debt instrument interest rate | 10.00% | 10.00% | |||||
Debt instrument maturity date | Dec. 15, 2020 | ||||||
Repayment of notes payable - related parties | |||||||
Accrued interest | $ 1,479 | ||||||
Atikin Investments LLC [Member] | Chief Executive Officer [Member] | Agreement [Member] | Subsequent Event [Member] | |||||||
Repayment of notes payable - related parties |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details Narrative) | Jul. 28, 2020USD ($)shares | Feb. 27, 2020USD ($)shares | Nov. 14, 2019 | Apr. 02, 2019USD ($)shares | Feb. 01, 2019USD ($)shares | Dec. 28, 2018$ / sharesshares | Aug. 10, 2017USD ($)Days$ / sharesshares | Oct. 02, 2016$ / sharesshares | May 02, 2016$ / sharesshares | Apr. 30, 2019USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | May 31, 2018shares |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares issued | 7,000,000 | 6,865,853 | |||||||||||
Common stock, shares outstanding | 7,000,000 | 6,865,853 | |||||||||||
Reverse stock split | 1 for 95 reverse stock split | ||||||||||||
Number of common stock for service, shares | 83,807 | 50,000 | |||||||||||
Number of common stock for service | $ | $ 125,710 | $ 55,000 | $ 180,710 | $ 245,000 | |||||||||
Contributed capital for services rendered | $ | $ 24,290 | ||||||||||||
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 | ||||||||||
Exercise price | $ / shares | $ 1.90 | $ 38 | $ 56.05 | ||||||||||
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 | ||||||||||||
Banner Midstream [Member] | |||||||||||||
Shares issued on acquisition, shares | 586,429 | ||||||||||||
Number of common stock for service, shares | 50,000 | ||||||||||||
Number of common stock for service | $ | $ 65,000 | ||||||||||||
Accredited Investors [Member] | |||||||||||||
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 | ||||||||||||
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 | Fully vested | Fully vested | |
Juniper Pennypacker [Member] | |||
Number of Stock Options | 105 | 105 | |
Vesting Schedule | Fully vested | Fully vested | |
Richard Marshak (CEO) [Member] | |||
Number of Stock Options | 37,105 | ||
Vesting Schedule | Fully vested | ||
Jim Stapleton (CFO) [Member] | |||
Number of Stock Options | 10,789 | ||
Vesting Schedule | Fully vested | ||
Bryan Cox (consultant) [Member] | |||
Number of Stock Options | 3,158 | 1,053 | |
Vesting Schedule | Fully vested | Fully vested | |
Jim Stolzenbach (consultant) [Member] | |||
Number of Stock Options | 1,421 | 368 | |
Vesting Schedule | Fully vested | Fully vested |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Schedule of Stock Options Weighted Average Assumptions (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Expected term (years) | 10 years |
Expected volatility | 283.00% |
Risk-free interest rate | 2.55% |
Dividend yield | 0.00% |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Schedule of Stock Option Activity (Details) - 2016 Plan [Member] - $ / shares | Dec. 28, 2018 | Oct. 02, 2016 | May 02, 2016 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of Options outstanding, beginning balance | 60,421 | 60,421 | |||
Number of Options, Granted | 51,683 | 1,421 | 2,737 | ||
Number of Options, Exercised | |||||
Number of Options, Forfeited | |||||
Number of Options, Expired | |||||
Number of Options, Canceled | |||||
Number of Options outstanding, ending balance | 60,421 | 60,421 | |||
Number of Options outstanding, Exercisable | 60,421 | 60,421 | |||
Weighted Average Exercise Price outstanding, beginning balance | $ 5.20 | $ 5.20 | |||
Weighted Average Exercise Price, Granted | $ 1.90 | $ 38 | $ 56.05 | ||
Weighted Average Exercise Price, Exercised | |||||
Weighted Average Exercise Price, Forfeited | |||||
Weighted Average Exercise Price, Expired | |||||
Weighted Average Exercise Price, Canceled | |||||
Weighted Average Exercise Price outstanding, ending balance | 5.20 | 5.20 | |||
Weighted Average Exercise Price outstanding, Exercisable | $ 5.20 | $ 5.20 | |||
Weighted Average Remaining Contractual Term, outstanding, beginning balance | 8 years 7 days | 9 years 7 days | |||
Weighted Average Remaining Contractual Term, Granted | 0 years | 0 years | |||
Weighted Average Remaining Contractual Term, Canceled | 0 years | 0 years | |||
Weighted Average Remaining Contractual Term, outstanding, ending balance | 7 years 7 days | 8 years 7 days | |||
Weighted Average Remaining Contractual Term, outstanding, Exercisable | 7 years 7 days | 8 years 7 days |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) - Schedule of Warrants Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | 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 | 2 years 8 months 12 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 | 1 year 8 months 12 days | 2 years 8 months 12 days |
Weighted Average Remaining Contractual Term outstanding, Exercisable | 1 year 8 months 12 days | 2 years 8 months 12 days |
Aggregate Intrinsic Value outstanding, beginning balance | ||
Aggregate Intrinsic Value, Granted | ||
Aggregate Intrinsic Value, Exercised | ||
Aggregate Intrinsic Value, Forfeited or expired | ||
Aggregate Intrinsic Value outstanding, ending balance | ||
Aggregate Intrinsic Value outstanding, Exercisable |
Acquisitions - Banner Midstre_2
Acquisitions - Banner Midstream (Details Narrative) | Nov. 14, 2019 |
Shareholders [Member] | |
Ownership percentage | 10.00% |
Banner Midstream Shareholders [Member] | |
Ownership percentage | 90.00% |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Current Assets | $ 793,712 | ||
Non-current Assets | 4,517,209 | ||
Assets | 5,310,921 | ||
Current Liabilities | 10,089,955 | ||
Non-current Liabilities | 1,029,414 | ||
Liabilities | 11,119,369 | ||
Revenue | $ 3,860,675 | 14,715,217 | |
Cost of Sales | 2,604,288 | 10,228,168 | |
Gross Profit | 1,256,387 | 4,487,049 | |
Operating and Non-operating Expenses | 3,243,052 | 9,779,985 | |
Loss from discontinued operations | (1,986,665) | (5,292,936) | |
Gain on discontinued operations | 8,339,038 | ||
Net gain (loss) in discontinued operations | $ 6,352,373 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jan. 02, 2019 | |
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 | |
Ecoark [Member] | ||
Right of use assets | ||
Lease liability | ||
Minimum [Member] | ||
Lease discount rate, percentage | 2.50% | |
Maximum [Member] | ||
Lease discount rate, percentage | 6.80% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 2 Months Ended | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 28, 2020 | |
Repayment of related party debt | $ 35,000 | ||||
Interest expense | 1,479 | ||||
Atikin Investments LLC [Member] | Junior Secured Revolving Promissory Note [Member] | |||||
Debt instrument face amount | $ 200,000 | $ 200,000 | 200,000 | ||
Debt borrowed amount | 57,500 | 57,500 | 57,500 | ||
Repayment of debt | 35,000 | ||||
Debt balance amount | $ 22,500 | $ 22,500 | $ 22,500 | ||
Debt instrument interest rate | 10.00% | 10.00% | 10.00% | ||
Debt instrument maturity date | Dec. 15, 2020 | ||||
Debt instrument extended maturity date | Jan. 15, 2021 | ||||
Interest expense | $ 1,479 | ||||
Co-Tenancy Agreement [Member] | Razor Medical Science LLC [Member] | |||||
Repayment of related party debt | $ 1,600 | ||||
Payments for rent | $ 3,300 | ||||
Separation Agreement [Member] | Former Employee [Member] | |||||
Contributed capital | $ 24,290 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured on Recognized Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Investment | $ 1,449,579 | |
Total | ||
Level 1 [Member] | ||
Investment | 1,752,954 | |
Total | ||
Level 2 [Member] | ||
Investment | ||
Total | ||
Level 3 [Member] | ||
Investment | ||
Total |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 1,179,845 | $ 9,001,296 |
Income tax ownership rate | 50.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 247,767 | $ 5,292,936 |
Fixed Assets | (839,807) | |
Share-based compensation | (470,000) | |
Depreciation expense | 77,997 | (483,183) |
Investments | (91,054) | |
Business credits (R&D) | 27,411 | |
Valuation allowance | (262,121) | (3,499,946) |
Net deferred tax asset |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at expected statutory rate | $ 1,119,530 | $ (1,111,517) |
State income taxes | ||
Depletion | 176,359 | 176,359 |
Gain on disposal of Banner Midstream | (1,333,998) | |
Share-based compensation | 98,700 | |
Depreciation expense | 101,468 | |
Valuation Allowance | 214,468 | 734,990 |
Net income tax benefit |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate (benefit) | 21.00% | (21.00%) |
Gain on disposal of Banner Midstream | (25.00%) | 3.00% |
Change in valuation allowance | 4.00% | 18.00% |
Effective Tax Rate | 0.00% | 0.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 31, 2021 | Jan. 26, 2021 | Jan. 07, 2021 | Feb. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Repayment of related party debt | $ 35,000 | |||||
Subsequent Event [Member] | ||||||
Repayment of related party debt | ||||||
Accrued interest | ||||||
Subsequent Event [Member] | Ecoark Holdings, Inc. [Member] | ||||||
Number of common stock shares sold | 32,492 | 7,787 | ||||
Subsequent Event [Member] | Fortium Holdings Corp [Member] | ||||||
Outstanding shares percentage | 57.00% |