Taronis Fuels (TRNFQ) 10-Q 6 Jul 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	Jul. 06, 2020
Document And Entity Information
Entity Registrant Name	Taronis Fuels, Inc.
Entity Central Index Key	0001778805
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		163,436,404
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current Assets
Cash	$ 973	$ 141
Marketable securities	280
Accounts receivable, net of allowance for doubtful accounts of $760 and $832, respectively	2,996	2,939
Inventory	4,354	3,639
Prepaid commissions	1,180	1,180
Prepaid other	435	75
Total Current Assets	10,218	7,974
Property and equipment, net of accumulated depreciation of $4,035 and $3,692, respectively	17,402	16,832
Operating leases right-of-use assets, net of accumulated amortization of $943 and $660, respectively	6,610	3,714
Financing leases right-of-use assets, net of accumulated depreciation of $144 and $126, respectively	233	226
Investments in and advances to affiliates	752	752
Restricted deposit	868	868
Security deposits	75	35
Goodwill	11,623	11,623
Total Assets	47,781	42,024
Current Liabilities
Accounts payable	2,851	2,895
Accrued expenses	964	978
Unearned revenue	576	647
Operating leases liability, current	855	744
Financing leases liability, current	75	72
Notes payable, current	53
Total Current Liabilities	5,374	5,336
Long Term Liabilities
Operating leases liability, net of current	5,771	2,970
Financing leases liability, net of current	168	168
Notes payable, net of current	535	598
Total Liabilities	11,848	9,072
Stockholders' Equity
Common stock: $0.000001 par; 950,000,000 shares authorized; 152,131,737 shares issued and outstanding at March 31, 2020 and 138,237,026 shares issued and outstanding at December 31, 2019.	2	1
Additional paid-in-capital	44,703	38,217
Accumulated deficit	(8,772)	(5,266)
Total Stockholders' Equity	35,933	32,952
Total Liabilities and Stockholders' Equity	$ 47,781	$ 42,024

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 760	$ 832
Accumulated depreciation	4,035	3,692
Right-of-use assets, net of accumulated amortization	943	660
Finance lease right-of-use assets, accumulated depreciation	$ 144	$ 126
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares authorized	950,000,000	950,000,000
Common stock, shares issued	152,131,737	138,237,026
Common stock, shares outstanding	152,131,737	138,237,026

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue:
Sales Revenue	$ 4,904	$ 4,914
Cost of Revenues	2,465	2,618
Gross Profit	2,439	2,296
Operating Expenses:
Selling, general and administration	5,936	3,620
Total Operating Expenses	5,936	3,620
Operating Loss	(3,497)	(1,324)
Other Income (Expenses):
Interest income (expense)	(9)	10
Other income (expense)		(8)
Total Other Income (Expense)	(9)	2
Net Loss	$ (3,506)	$ (1,322)
Net loss per share: Basic and Diluted	$ (0.02)	$ (0.01)
Weighted average common shares: Basic and Diluted	141,677,694	138,237,026

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Common Stock	Net Parent Investment [Member]	Additional Paid-in Capital	Accumulated (Deficit)	Total
Balance at Dec. 31, 2018		$ 20,509			$ 20,509
Balance, shares at Dec. 31, 2018
Net Loss		(1,322)			(1,322)
Balance at Mar. 31, 2019		27,274			27,274
Balance, shares at Mar. 31, 2019
Balance at Dec. 31, 2018		20,509			20,509
Balance, shares at Dec. 31, 2018
Net Loss
Balance at Dec. 31, 2019	$ 1		38,217	(5,266)	32,952
Balance, shares at Dec. 31, 2019	138,237,026
Common shares issued for cash			125		125
Common shares issued for cash, shares	1,358,697
Common shares issued for marketable securities	$ 1		280		280
Common shares issued for marketable securities, shares	3,043,479
Common shares issued for services	$ 1		727		728
Common shares issued for services, shares	7,117,535
Common shares issued for settlement			332		332
Common shares issued for settlement, shares	2,375,000
Common shares adjustment for irrevocable indemnification
Capital contributions from former Parent			5,022		5,022
Net Loss				(3,506)	(3,506)
Balance at Mar. 31, 2020	$ 2		$ 44,703	$ (8,772)	$ 35,933
Balance, shares at Mar. 31, 2020	152,131,737

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Cash Flows from Operations
Net Loss	$ (3,506)	$ (1,322)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation	343	240
Amortization of assets under finance leases	18
Amortization of right-of-use assets - operating leases	283	213
Common stock issued for services	728
Unearned revenue	(71)
Provision for doubtful accounts	120	220
Increase (decrease) in cash resulting from changes in:
Accounts receivable	(177)	(423)
Inventory	(715)	109
Prepaid accounts	(361)	21
Operating leases liabilities, net	(267)	(248)
Accounts payable	(44)	639
Accrued expenses	317	56
Net cash used in operating activities	(3,332)	(495)
Cash Flows from Investing Activities
Deposit on acquisition		(500)
Cash paid for acquisitions, net of cash acquired		(5,931)
Purchase of property and equipment	(913)	(3,505)
Security deposit	(40)	1,124
Net cash used in investing activities	(953)	(8,812)
Cash Flows from Financing Activities
Common stock issued for cash	125
Principal payments of capital lease obligations	(20)	(22)
Repayments of notes payable	(11)
Net transfers from former parent		8,087
Capital contribution from former Parent	5,022
Net cash provided by financing activities	5,116	8,065
Net increase (decrease) in cash	831	(1,242)
Cash and restricted cash, beginning of period	1,010	2,405	2,405
Cash and restricted cash, end of period	1,841	1,163	$ 1,010
Supplemental disclosure of cash flow information cash paid during the period for:
Interest	12
Supplemental disclosures of non-cash investing and financing activities:
Acquisition of capital leases	25
Right of use assets obtained in exchange for lease liability	3,179	1,118
Common stock issued for settlement	333
Common stock issued for marketable securities	280
Tyler Welders Supply Acquisition Inc [Member]
Supplemental disclosures of non-cash investing and financing activities:
Assets acquired		1,620
Liabilities assumed		(653)
Cylinder Solutions, Inc [Member]
Supplemental disclosures of non-cash investing and financing activities:
Assets acquired		376
Liabilities assumed		(41)
Complete Cutting and Welding Supplies, Inc [Member]
Supplemental disclosures of non-cash investing and financing activities:
Assets acquired		1,083
Liabilities assumed		$ (316)

Organization and Basis of Prese

Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Organization and Basis of Presentation	NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION Taronis Fuels, Inc. is a renewable fuel and power generation company. Our primary business objective is the production of sustainable, socially responsible alternatives to existing fossil fuel and industrial gas products. Our first commercially viable product is a metal cutting fuel called “MagneGas”. MagneGas is a proprietary synthetic gas comprised primarily of hydrogen that is produced by the Company from its patented Venturi® Flow Submerged Plasma Arc Gasification Units (“Gasification Units”). The Gasification Units are patent protected, and the technology has been licensed to the Company through an exclusive worldwide license. The Company is also a holding company of various gas and welding supply companies doing business as “MagneGas Welding Supply”, including MagneGas Welding Supply -Southeast, LLC, MagneGas Welding Supply -South, LLC, MagneGas Welding Supply –West, LLC, MagneGas Limited (United Kingdom), MagneGas Ireland Limited (Republic of Ireland). The Company manufactures, sells and distributes its Gasification Units, MagneGas as a metal cutting fuel, and a full line of industrial gases, welding equipment and services to the retail and wholesale metalworking and manufacturing industries. “MagneGas” is produced by our wholly owned subsidiary, MagneGas Production, LLC. The Company also specializes in and supplies the wholesale H.V.A.C. and plumbing supply distributor markets with various gases through its wholly owned subsidiaries Taronis-TGS, LLC and Tech-Gas Solutions, LLC. We were initially organized as a Delaware limited liability company on February 1, 2017, under the name MagneGas Welding Supply, LLC, to be a holding company for our various subsidiary level welding supply companies. On April 9, 2019, we converted MagneGas Welding Supply, LLC into Taronis Fuels, Inc., a Delaware corporation. On July 15, 2019, BBHC, f/ka as Taronis Technologies, Inc., the Company’s former parent, announced that its Board of Directors approved a plan to pursue a separation of its gas and welding supply retail business through a spin-off transaction. On December 5, 2019, we became an independent, publicly traded company and the spin-off was not tax-free to either BBHC, f/ka as Taronis Technologies, Inc., our former parent, or our shareholders. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on a stand-alone basis for the three months ended March 31, 2020 and were derived from the consolidated financial statements and accounting records of BBHC, f/ka as Taronis Technologies, Inc., the former parent, for the three months ended March 31, 2019. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended March 31, 2020 and 2019. As this is an interim period financial statement, certain adjustments are not necessary as with a financial period of a full year. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2019, which contains the audited financial statements and notes thereto, for the years ended December 31, 2019 and 2018 included within the Company’s Form 10-K filed with the SEC on May 22, 2020. The interim results for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ended December 31, 2020 or for any future interim periods. Carve-Out Assumptions and Allocations The condensed consolidated financial statements for the three months ended March 31, 2019, include Taronis Fuels, Inc.’s corporate expenses and administrative expenses allocated from BBHC, f/ka as Taronis Technologies, Inc., the former parent company. These costs have been allocated on the basis of direct usage when identifiable, with the remainder allocated on a pro-rata basis of expenses, headcount or other systematic measures that reflect utilization of services provided to or benefits received by us. Management considers the expense allocation methodology and results to be reasonable. Impact of COVID-19 During the first quarter of 2020, the outbreak of COVID-19 evolved into a global pandemic, which caused a significant downturn in the global economy. The Company continues to operate its business through the COVID-19 pandemic and has taken additional precautions to ensure the safety of its employees, customers, vendors, and the communities in which it operates. There are various uncertainties that have arisen from the COVID-19 pandemic. While management is continuing to monitor the impact of the pandemic on the Company, including its employees, customers, stockholders, and other business partners and stakeholders, it is difficult to predict the impact that the pandemic will have on future results of its operations, financial position, and liquidity, if any. This has caused some uncertainties around various accounting estimates. Due to these uncertainties, our accounting estimates may change, as management’s assessment of the impacts of the COVID-19 pandemic continues to evolve.

Going Concern and Managements'

Going Concern and Managements' Plan	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern and Managements' Plan	NOTE 2 - GOING CONCERN AND MANAGEMENTS’ PLAN As of March 31, 2020, the Company had cash of approximately $1 million and has reported a net loss of approximately $3.5 million and used cash in operations of approximately $3.3 million for the quarter ended March 31, 2020. In addition, as of March 31, 2020, the Company had working capital of approximately $4.8 million. The Company utilizes cash in its operations of approximately $1.1 million per month. The use of cash indicates that there is substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of these financial statements. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. Historically, the Company has financed its operations through equity and debt financing transactions, but we reasonably believe we have a clear path to future profitability, despite the likelihood we will incur operating losses in the foreseeable future. The Company’s plans and expectations for the next 12 months include raising additional capital to help fund expansion of its commercial operations. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. If these sources do not provide the capital necessary to fund the Company’s operations during the next twelve months from the date of this Report, the Company may need to curtail certain aspects of its operations or expansion activities, consider the sale of its assets, or consider other means of financing. The Company can give no assurance that it will be successful in implementing its business plan and obtaining financing on terms advantageous to the Company or that any such additional financing would be available to the Company. These consolidated financial statements do not include any adjustments from this uncertainty. The Company’s management has determined the foregoing factors regarding its liquidity raise substantial doubt about the Company’s ability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revised Financial Statements During the preparation of this Quarterly Report on Form 10-Q, the Company determined that it unintentionally attributed and recorded in its annual report on Form 10-K land and building fixed assets, a promissory note and two future revenue payable agreements that were assets and obligations of the Company’s former Parent, BBHC, f/ka as Taronis Technologies, Inc. The effect of this error resulted in an overstatement of property and equipment, notes payable, and depreciation and interest expense and an understatement of stockholders’ equity for the year ended December 31, 2019. The Company assessed the materiality of this misstatement in accordance with Staff Accounting Bulletin No. 108 – “Quantifying Misstatements” and concluded this error was not qualitatively material as there was no material impact on net loss, or any other balance sheet item and cash flows, among other considerations. As such, the correction of the error is revised in the March 31, 2020 condensed consolidated balance sheet and condensed consolidated statements of operations. Disclosure of the revised amounts will also be reflected in future filings containing the applicable periods. The effect of this revision on the line items within the condensed consolidated balance sheet and condensed consolidated statements of operations for the year ended December 31, 2019 was as follows: Year ended December 31, 2019 (In Thousands) Previously reported Adjustments As revised Property and equipment $ 383 $ (383 ) $ - Total assets $ 383 $ (383 ) $ - Notes payable, current $ 150 $ (150 ) $ - Payable on the sale of future revenue, net $ 1,382 $ (1,382 ) $ - Total liabilities $ 1,532 $ (1,532 ) $ - Stockholders’ equity $ (1,149 ) $ 1,149 $ - Depreciation expense $ 4 $ (4 ) $ - Interest expense $ 477 $ (477 ) $ - Net loss $ (481 ) $ 481 $ - Net loss per share: Basic and diluted $ (0.04 ) $ - $ (0.04 ) The Company has determined that this error is a material weakness in internal control over financial reporting. See Part I, Item 4 – “Controls and Procedures” elsewhere in this Quarterly Report on Form 10-Q for further discussion. Cash and Restricted Cash Cash consists of cash, checking accounts, money market accounts and temporary investments with original maturities of three months or less when purchased. Restricted cash consists of cash deposited with a foreign financial institution for approximately $0.9 million and approximately $0.9 million as of March 31, 2020 and December 31, 2019, respectively. The following table provides a reconciliation of cash and restricted cash reported in the consolidated balance sheets that sum to the total of the same amounts show in the statement of cash flows. The restricted deposit was a deposit required for an international grant. March 31, 2020 December 31, Cash $ 973 $ 141 Restricted deposits 868 868 Total cash and restricted cash in the balance sheet $ 1,841 $ 1,009 Revenue Recognition We principally generate revenue through three processes: (1) the sale of MagneGas fuel for metal cutting and through the sales of other industrial and specialty gases and related products through our wholly owned subsidiaries, (2) through the sales of our Gasification Units, and (3) by providing consulting services. The Company had unearned revenue of approximately $0.6 million as of March 31, 2020 and approximately $0.6 million as of December 31, 2019. The Company expects to satisfy its remaining performance obligations for these services and recognize the unearned revenue and related contract costs over the next twelve months. The Company also recognized prepaid commissions of approximately $1.2 million as of March 31, 2020 and $1.2 million as of December 31, 2019 related to contracts for future services. The following table represents sales revenue disaggregated by product category for the three months ended March 31, 2020 2019 Gas sold $ 2,378 $ 2,913 Equipment rentals 588 543 Equipment sales 1,653 954 Other 285 504 Total Revenues from Customers $ 4,904 $ 4,914 Other revenue consists of equipment repairs, hazmat services, freight & shipping, and consulting income. Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of Accounting Standards Codification (“ASC”) 718, “Compensation—Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or canceled during the periods reported. The Company incurred stock-based compensation charges of approximately $0.3 million and $0 for the three months ended March 31, 2020 and 2019, respectively and has included such amounts in selling, general and administrative expenses in the consolidated statement of operations. Accounting Standards Not Yet Adopted In December 2019, the FASB issued Accounting Standards Update (“ASU) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01 – Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The Company reviewed all other recently issued, but not yet effective, accounting pronouncements and do not expect the future adoption of any such pronouncements will have a material impact on our interim consolidated financial statements. Recent Accounting Standards In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief In November 2019, the FASB issued ASU 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements – Share-Based Consideration Payable to a Customer

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2020
Business Combinations [Abstract]
Acquisitions	NOTE 4 – ACQUISITIONS No acquisition transactions were entered into during the three months ended March 31, 2020. The following unaudited proforma financial information presents the consolidated results of operations of the Company with, Tyler Welders Supply, Cylinder Solutions and Complete Cutting and Welding Supplies for the three months ended March 31, 2019, as if the above discussed acquisitions had occurred on January 1, 2019 instead of January 16, 2019, February 15, 2019, and February 22, 2019, respectively. The proforma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during those periods (dollar amounts in thousands). For the Three Months Ended 2019 Revenues 2,902 Gross Profit 1,325 Operating Loss (2,436 ) Net Loss (2,406 )

Inventory

Inventory	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
Inventory	NOTE 5 – INVENTORY Inventory, consisting of production material consumables, hard goods, spare components and work in process, was approximately $4.4 million and approximately $3.6 million at March 31, 2020 and December 31, 2019, respectively. March 31, December 31, Raw Materials $ 61 $ 48 Finished Goods 3,522 2,969 Work in process 771 622 Total Inventory $ 4,354 $ 3,639

Investment in Joint Ventures

Investment in Joint Ventures	3 Months Ended
	Mar. 31, 2020
Investments in and Advances to Affiliates [Abstract]
Investment in Joint Ventures	NOTE 6 – INVESTMENT IN JOINT VENTURES As of March 31, 2020 the Company’s investments in joint ventures consisted of the following: December 31, 2019 $ 752 Advances - March 31, 2020 $ 752 On March 19, 2019, the Company entered into a Transfer and Assignment Agreement with Taronis Fuels Gas Technology Energy (the “Taronis Turkey Joint Venture” or “TTJV”) whereby the Company agreed to transfer and assign that certain Gasifier Purchase Agreement entered into on July 17, 2019 with TA Group Media Industry Trade Joint Stock Company (“TA”) to TTJV. The purpose of the venture is to operate Units and sell the gas produced for use in welding and metal cutting for construction and manufacturing. The Company has a 49% equity ownership interest in TTJV as of December 31, 2019. As the Company does not control TTJV and is not involved in the decision-making, the Company does not consolidate TTJV under ASC 810 – Consolidation. As of March 31, 2020, the Company paid approximately $0.8 million in advances toward the investment. The venture’s operations to date have consisted primarily of licensing and permitting activity and its assets approximate the advances as recorded on the consolidated balance sheet at March 31, 2020.

Leases

Leases	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Leases	NOTE 7 – LEASES The Company leases facilities located in various states in the United States for its office and operations under non-cancelable operating leases that expire at various times through 2028. The Company recorded right-of-use assets of approximately $3.3 million and lease liabilities of approximately $3.3 million in the three months ended March 31, 2020. The total amount of rent expense under the leases is recognized as payments are made over the term of the leases. Rent expense under the operating leases for the three months ended March 31, 2020 and 2019 was approximately $0.4 million and approximately $0.1 million, respectively. Supplemental lease expense related to leases was as follows: Three Months Ended March 31, 2020 2019 (unaudited) Operating lease expense $ 267 $ 213 Finance lease expense: Amortization of right-of-use assets 18 12 Interest on lease liabilities 2 2 Total finance lease expense 20 14 Total lease expense $ 287 $ 227 For the Three For the Three Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 267 $ 248 Other information related to leases where the Company is the lessee is as follows: As of March 31, 2020 Weighted average remaining lease term: Operating leases 7.6 years Finance leases 3.2 years Weighted average discount rate: Operating leases 8.0 % Finance leases 3.9 % Maturities of lease liabilities were as follows: Operating Finance 2020 $ 1,302 $ 82 2021 1,249 79 2022 1,229 63 2023 1,235 40 2024 1,129 13 Thereafter 3,592 - Total lease payments 9,736 277 Less: Present value adjustment (3,110 ) (34 ) Total liability $ 6,626 $ 243 Current portion $ 855 $ 75 Long term portion 5,771 168 Total liability $ 6,626 $ 243

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Notes Payable	NOTE 8 – NOTES PAYABLE Trico Notes Payable Assumed On April 3, 2018, in conjunction with the acquisition, the Company assumed approximately $0.3 million in promissory notes payable by Trico Welding Supplies, Inc. (“Trico”), when the Company completed the acquisition of Trico. Trico is obligated under seven promissory notes with interest rates ranging between 4.75-6.75%. As of March 31, 2020, and December 31, 2019, the total principal balance payable by Trico was approximately $0.07 million and $0.1 million, respectively. At March 31, 2020, minimum future payments under the notes payable are as follows: For the year ending December 31, Amount 2020 $ 53 2021 15 Thereafter 520 Total minimum future payments $ 588 Current portion $ 53 Long term portion 535 Total notes payable $ 588

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Stockholders' Equity	NOTE 9 - STOCKHOLDERS’ EQUITY Common Shares Issued for Cash On March 30, 2020, the Company received total proceeds of approximately $0.1 million and an assignment of shares from a private placement of restricted common stock offered to the Company’s officers and directors. In connection with the offering, the directors purchased an aggregate of 1,358,697 shares of restricted common stock at a total fair value of approximately $0.1 million. Common Shares Issued for Marketable Securities On March 30, 2020, the Company received 7,000,000 shares of common stock valued at approximately $0.3 million from a publicly traded company for a private placement of restricted common stock offered to the Company’s officers and directors. In connection with the offering, the CEO purchased an aggregate of 3,043,479 shares of restricted common stock at a total fair value of approximately $0.3 million. Common Shares Issued for Services On January 1, 2020, the Company issued a member of our Board of Directors 1,472,535 shares of restricted common stock as board compensation. The total fair value of the shares on the date of issuance was approximately $0.21 million. The shares were fully vested on the date of issuance and were charged to the statement of operations for the three months ended March 31, 2020. On January 10, 2020, the Company issued an aggregate of 200,000 shares of restricted common stock to three individuals. The total fair value of the shares on the date of issuance was approximately $0.03 million. The shares were fully vested on the date of issuance and were charged to the statement of operations for the three months ended March 31, 2020. On February 3, 2020, the Company issued an aggregate of 445,000 shares of restricted common stock to nine employees for services rendered. The total fair value of the shares on the date of issuance was approximately $0.06 million. The shares were fully vested on the date of issuance and were charged to the statement of operations for the three months ended March 31, 2020. On March 24, 2020, the Company issued an aggregate of 5,000,000 shares of restricted common stock to three consultants for services to be rendered pursuant to their consulting agreements. The total fair value of the shares on the date of issuance was approximately $0.43 million. The shares were fully vested on the date of issuance and were charged to the statement of operations for the three months ended March 31, 2020. Common Shares Issued for Settlement On January 15, 2020, the Company entered into a Settlement Agreement with YA II PA, Ltd. and in connection with the settlement of litigation the Company issued YA II PN, Ltd. a total of 2,375,000 shares of unrestricted stock, valued at a total fair value of approximately $0.3 million. Capital Contributions from Former Parent On March 31, 2020, Taronis Fuels, Inc. and BBHS, f/k/a Taronis Technologies, Inc., the Company’s former parent, entered into a Memorandum of Understanding for the purpose of settling certain indemnity obligations of BBHC owed to the Company per the Section 3.03 of the Master Distribution Agreement (“Distribution Agreement”) entered into by and between Taronis Fuels and BBHC on December 2, 2019. The capital contributions made by BBHC during the three months ended March 31, 2020 of approximately $5 million was meant to indemnify the Company for liabilities and other costs incurred subsequent to the spin off.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 10 - COMMITMENTS AND CONTINGENCIES Litigation Certain conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. On January 15, 2020, we entered into a Settlement Agreement with YA II PN, Ltd. and in connection with the settlement of litigation we issued YA II PN, Ltd. a total of 2,375,000 shares of unrestricted common stock, valued at a fair value price of $0.14 per share. The Company is not involved in any other litigation that could have a materially adverse effect on the financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company’s executive officers or any of the subsidiaries, threatened against or affecting the Company, our common stock, any of the subsidiaries or subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. License Agreement On April 17, 2020, we entered into an Amended and Restated License Agreement (“License Agreement”) with Taronis Technologies, Inc. (“Taronis Technologies”). The License Agreement amends and restates in its entirety, with retroactive effect, that certain Distribution and License Agreement entered into with Taronis Technologies on July 16, 2019. The License Agreement expands Taronis Technologies’ intellectual property protections throughout the world, including locations where the Company intends to operate, but for which Taronis Technologies may not have intellectual property protection. The fundamental terms of the License Agreement remain and include: (a) the Company’s exclusive worldwide rights to manufacture and distribute the proprietary metal cutting fuel MagneGas® as well as any other gases created using the equipment and methods claimed by Taronis Technologies’ patents, (b) certain other rights related to the Company’s use of Taronis Technologies’ trademarks, patents, software and other intellectual property and (c) the Company’s ability to commercially manufacture and sell the Venturi® Flow Submerged Plasma Arc Gasification Units for the creation of gases. The Company will pay to Taronis Technologies, on a monthly basis, a seven percent (7%) royalty on any net cash proceeds received by the Company in relation to the use of any intellectual property comprising the Licensing Agreement. The License Agreement does not convey use of Taronis Technologies’ intellectual property portfolio for any use related to water sterilization/decontamination technology applications. As of March 31, 2020 and 2019, the Company did not incur a license expense.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 – SUBSEQUENT EVENTS Amended & Restated License Agreement On April 17, 2020, we entered into an Amended and Restated License Agreement (“License Agreement”) with Taronis Technologies, Inc. (“Taronis Technologies”). The License Agreement amends and restates in its entirety, with retroactive effect, that certain Distribution and License Agreement entered into with Taronis Technologies on July 16, 2019. The License Agreement expands Taronis Technologies’ intellectual property protections throughout the world, including locations where the Company intends to operate, but for which Taronis Technologies may not have intellectual property protection. The fundamental terms of the License Agreement remain and include: (a) the Company’s exclusive worldwide rights to manufacture and distribute the proprietary metal cutting fuel MagneGas® as well as any other gases created using the equipment and methods claimed by Taronis Technologies’ patents, (b) certain other rights related to the Company’s use of Taronis Technologies’ trademarks, patents, software and other intellectual property and (c) the Company’s ability to commercially manufacture and sell the Venturi® Flow Submerged Plasma Arc Gasification Units for the creation of gases. The Company will pay to Taronis Technologies, on a monthly basis, a seven percent (7%) royalty on any net cash proceeds received by the Company in relation to the use of any intellectual property comprising the Licensing Agreement. The License Agreement does not convey use of Taronis Technologies’ intellectual property portfolio for any use related to water sterilization/decontamination technology applications. Recent Sales of Unregistered Securities On May 6, 2020, we issued 138,000 shares to a consultant for services rendered. The shares were valued at a price of $0.1210 per share and were issued pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended. The shares were not issued from the Company’s equity compensation plan. On June 3, 2020, the Company issued 1,666,667 shares of restricted common stock to the landlord of its corporate headquarters in lieu of cash for partial payment of the Company’s lease deposit. The shares were valued at a price of $0.12 per share and were issued pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended. The shares were not issued from the Company’s equity compensation plan. On June 15, 2020, the Company closed a private placement of restricted common stock offered to certain accredited investors. In connection with the private placement, the Company entered into subscription agreements with seven accredited investors (“Subscription Agreement(s)”). Pursuant to the terms of the Subscription Agreement(s), the Company sold, in the aggregate, 9,500,000 shares of restricted common stock at a price of $0.10 per share for gross proceeds of $950,000 (“Offering”) Paycheck Protection Program Promissory Note and Agreement On May 8, 2020, we entered into a Paycheck Protection Program Promissory Note and Agreement with Wells Fargo Bank, N.A. (“Lender”) in the principal amount of $1,993,712 (“Principal Amount”) with a fixed interest rate of 1.00% (“Interest”) and a term of 2 years (“Term”) (the “Loan”). The Loan was provided to the Company pursuant to the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The Loan is forgivable if the Company provides to the Lender, in Lender’s sole discretion, sufficient documentation that (i) the Company used all of the Loan proceeds for the forgivable purposes set forth in Paragraph 7 of the Loan and (ii) employee and compensation levels are maintained. The Loan contains such other terms as are common in commercial promissory note and loan agreements. Convertible Promissory Note On June 4, 2020, the Company entered into a Securities Purchase Agreement for the sale of a convertible promissory note in the aggregate principal amount of approximately $0.2 million (“Note”) to Power Up Lending Group Ltd. (“Lender”). The Note has an interest rate of 8% per annum and a term of 12 months. The Lender has the right to convert the Note in to shares of the Company’s common stock beginning on the date that is 180 days from the issuance date of the Note. The Note may be converted at a 25% discount to the average of the three lowest trading prices of the Company’s common stock during the ten (10) trading day period immediately prior to the conversion date. The Company has the right to prepay the Note at any time within the first 180 days from the issuance date of the Note. Acquisition On May 26, 2020, the Company entered into a Membership Interest Purchase and Sale Agreement (“Agreement”) with the individuals set forth on the signature pages thereto (collectively, the “Sellers”) for the purchase of all of the issued and outstanding membership interests owned by the Sellers in Tech-Gas Solutions, LLC, a privately owned independent specialty gas distribution business (“Acquisition”). Under the terms of the Agreement, the Company purchased one hundred percent (100%) of the Sellers’ business for the gross purchase price of $8.0 million (“Purchase Price”). The Company paid the Sellers $4.0 million at closing, with the balance of the $4.0 million Purchase Price to be paid pursuant to a multi-year Seller debt financing arrangement structured as a promissory note with a principal amount of $4.0 million, a term of 24 months, an interest rate of 8% per annum, and secured by Membership Interest Pledge Agreement (“Pledge”) pledging the membership interests purchased in the Acquisition (“Promissory Note”) as security for the repayment of the Promissory Note. The Agreement, Pledge and Promissory Note include certain other terms and conditions which are typical in such agreements. The acquisition will be accounted for as a business combination and the information necessary to perform the preliminary purchase price allocation is currently not available. Future Revenues Payables On May 22, 2020, the Company entered into a non-recourse agreement for the purchase and sale of future receipts with Apex Funding Source. The Company received net cash proceeds of $0.5 million for the future receipts of revenues in the amount of approximately $0.7. Under the terms of the agreement the Company is required to make minimum weekly payments in the aggregate of approximately $0.05 million. On May 22, 2020, the Company entered into a non-recourse agreement for the purchase and sale of future receipts with BMF Capital. The Company received net cash proceeds of $1.0 million for the future receipts of revenues in the amount of approximately $1.5 million. Under the terms of the agreement the Company is required to make minimum weekly payments in the aggregate of approximately $0.1 million. On May 27, 2020, the Company entered into a non-recourse agreement for the purchase and sale of future receipts with Reserve Funding Group, LLC. The Company received net cash proceeds of $0.5 million for the future receipts of revenues in the amount of approximately $0.7 million. Under the terms of the agreement the Company is required to make minimum weekly payments in the aggregate of approximately $0.05 million. On May 28, 2020, the Company entered into a non-recourse agreement for the purchase and sale of future receipts with Velocity Capital Group. The Company received net cash proceeds of approximately $0.2 million for the future receipts of revenues in the amount of approximately $0.2 million. Under the terms of the agreement the Company is required to make minimum weekly payments in the aggregate of approximately $0.01 million. On June 2, 2020, the Company entered into a non-recourse agreement for the purchase and sale of future receipts with Velocity Capital Group. The Company received net cash proceeds of approximately $0.2 million for the future receipts of revenues in the amount of approximately $0.3 million. Under the terms of the agreement the Company is required to make minimum weekly payments in the aggregate of approximately $0.03 million.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Revised Financial Statements	Revised Financial Statements During the preparation of this Quarterly Report on Form 10-Q, the Company determined that it unintentionally attributed and recorded in its annual report on Form 10-K land and building fixed assets, a promissory note and two future revenue payable agreements that were assets and obligations of the Company’s former Parent, BBHC, f/ka as Taronis Technologies, Inc. The effect of this error resulted in an overstatement of property and equipment, notes payable, and depreciation and interest expense and an understatement of stockholders’ equity for the year ended December 31, 2019. The Company assessed the materiality of this misstatement in accordance with Staff Accounting Bulletin No. 108 – “Quantifying Misstatements” and concluded this error was not qualitatively material as there was no material impact on net loss, or any other balance sheet item and cash flows, among other considerations. As such, the correction of the error is revised in the March 31, 2020 condensed consolidated balance sheet and condensed consolidated statements of operations. Disclosure of the revised amounts will also be reflected in future filings containing the applicable periods. The effect of this revision on the line items within the condensed consolidated balance sheet and condensed consolidated statements of operations for the year ended December 31, 2019 was as follows: Year ended December 31, 2019 (In Thousands) Previously reported Adjustments As revised Property and equipment $ 383 $ (383 ) $ - Total assets $ 383 $ (383 ) $ - Notes payable, current $ 150 $ (150 ) $ - Payable on the sale of future revenue, net $ 1,382 $ (1,382 ) $ - Total liabilities $ 1,532 $ (1,532 ) $ - Stockholders’ equity $ (1,149 ) $ 1,149 $ - Depreciation expense $ 4 $ (4 ) $ - Interest expense $ 477 $ (477 ) $ - Net loss $ (481 ) $ 481 $ - Net loss per share: Basic and diluted $ (0.04 ) $ - $ (0.04 ) The Company has determined that this error is a material weakness in internal control over financial reporting. See Part I, Item 4 – “Controls and Procedures” elsewhere in this Quarterly Report on Form 10-Q for further discussion.
Cash and Restricted Cash	Cash and Restricted Cash Cash consists of cash, checking accounts, money market accounts and temporary investments with original maturities of three months or less when purchased. Restricted cash consists of cash deposited with a foreign financial institution for approximately $0.9 million and approximately $0.9 million as of March 31, 2020 and December 31, 2019, respectively. The following table provides a reconciliation of cash and restricted cash reported in the consolidated balance sheets that sum to the total of the same amounts show in the statement of cash flows. The restricted deposit was a deposit required for an international grant. March 31, 2020 December 31, Cash $ 973 $ 141 Restricted deposits 868 868 Total cash and restricted cash in the balance sheet $ 1,841 $ 1,009
Revenue Recognition	Revenue Recognition We principally generate revenue through three processes: (1) the sale of MagneGas fuel for metal cutting and through the sales of other industrial and specialty gases and related products through our wholly owned subsidiaries, (2) through the sales of our Gasification Units, and (3) by providing consulting services. The Company had unearned revenue of approximately $0.6 million as of March 31, 2020 and approximately $0.6 million as of December 31, 2019. The Company expects to satisfy its remaining performance obligations for these services and recognize the unearned revenue and related contract costs over the next twelve months. The Company also recognized prepaid commissions of approximately $1.2 million as of March 31, 2020 and $1.2 million as of December 31, 2019 related to contracts for future services. The following table represents sales revenue disaggregated by product category for the three months ended March 31, 2020 2019 Gas sold $ 2,378 $ 2,913 Equipment rentals 588 543 Equipment sales 1,653 954 Other 285 504 Total Revenues from Customers $ 4,904 $ 4,914 Other revenue consists of equipment repairs, hazmat services, freight & shipping, and consulting income.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of Accounting Standards Codification (“ASC”) 718, “Compensation—Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or canceled during the periods reported. The Company incurred stock-based compensation charges of approximately $0.3 million and $0 for the three months ended March 31, 2020 and 2019, respectively and has included such amounts in selling, general and administrative expenses in the consolidated statement of operations.
Accounting Standards Not Yet Adopted	Accounting Standards Not Yet Adopted In December 2019, the FASB issued Accounting Standards Update (“ASU) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01 – Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The Company reviewed all other recently issued, but not yet effective, accounting pronouncements and do not expect the future adoption of any such pronouncements will have a material impact on our interim consolidated financial statements.
Recent Accounting Standards	Recent Accounting Standards In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief In November 2019, the FASB issued ASU 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements – Share-Based Consideration Payable to a Customer

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Schedule of Condensed Consolidated Balance Sheet and Condensed Consolidated Statements of Operations	The effect of this revision on the line items within the condensed consolidated balance sheet and condensed consolidated statements of operations for the year ended December 31, 2019 was as follows: Year ended December 31, 2019 (In Thousands) Previously reported Adjustments As revised Property and equipment $ 383 $ (383 ) $ - Total assets $ 383 $ (383 ) $ - Notes payable, current $ 150 $ (150 ) $ - Payable on the sale of future revenue, net $ 1,382 $ (1,382 ) $ - Total liabilities $ 1,532 $ (1,532 ) $ - Stockholders’ equity $ (1,149 ) $ 1,149 $ - Depreciation expense $ 4 $ (4 ) $ - Interest expense $ 477 $ (477 ) $ - Net loss $ (481 ) $ 481 $ - Net loss per share: Basic and diluted $ (0.04 ) $ - $ (0.04 )
Schedule of Reconciliation Statement of Cash Flows	The following table provides a reconciliation of cash and restricted cash reported in the consolidated balance sheets that sum to the total of the same amounts show in the statement of cash flows. The restricted deposit was a deposit required for an international grant. March 31, 2020 December 31, Cash $ 973 $ 141 Restricted deposits 868 868 Total cash and restricted cash in the balance sheet $ 1,841 $ 1,009
Schedule of Net Sales Disaggregation by Product Category	The following table represents sales revenue disaggregated by product category for the three months ended March 31, 2020 2019 Gas sold $ 2,378 $ 2,913 Equipment rentals 588 543 Equipment sales 1,653 954 Other 285 504 Total Revenues from Customers $ 4,904 $ 4,914

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	Mar. 31, 2020
Business Combinations [Abstract]
Schedule of Proforma Information of Operations	The proforma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during those periods (dollar amounts in thousands). For the Three Months Ended 2019 Revenues 2,902 Gross Profit 1,325 Operating Loss (2,436 ) Net Loss (2,406 )

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory, consisting of production material consumables, hard goods, spare components and work in process, was approximately $4.4 million and approximately $3.6 million at March 31, 2020 and December 31, 2019, respectively. March 31, December 31, Raw Materials $ 61 $ 48 Finished Goods 3,522 2,969 Work in process 771 622 Total Inventory $ 4,354 $ 3,639

Investment in Joint Ventures (T

Investment in Joint Ventures (Tables)	3 Months Ended
	Mar. 31, 2020
Investments in and Advances to Affiliates [Abstract]
Schedule of Investments in Joint Ventures	As of March 31, 2020 the Company’s investments in joint ventures consisted of the following: December 31, 2019 $ 752 Advances - March 31, 2020 $ 752

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Schedule of Supplemental Lease Expense Related to Leases	Supplemental lease expense related to leases was as follows: Three Months Ended March 31, 2020 2019 (unaudited) Operating lease expense $ 267 $ 213 Finance lease expense: Amortization of right-of-use assets 18 12 Interest on lease liabilities 2 2 Total finance lease expense 20 14 Total lease expense $ 287 $ 227 For the Three For the Three Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 267 $ 248
Schedule of Other Information Related to Leases	Other information related to leases where the Company is the lessee is as follows: As of March 31, 2020 Weighted average remaining lease term: Operating leases 7.6 years Finance leases 3.2 years Weighted average discount rate: Operating leases 8.0 % Finance leases 3.9 %
Schedule of Minimum Future Lease Payments	Maturities of lease liabilities were as follows: Operating Finance 2020 $ 1,302 $ 82 2021 1,249 79 2022 1,229 63 2023 1,235 40 2024 1,129 13 Thereafter 3,592 - Total lease payments 9,736 277 Less: Present value adjustment (3,110 ) (34 ) Total liability $ 6,626 $ 243 Current portion $ 855 $ 75 Long term portion 5,771 168 Total liability $ 6,626 $ 243

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Schedule of Minimum Future Payments Under Notes Payable	At March 31, 2020, minimum future payments under the notes payable are as follows: For the year ending December 31, Amount 2020 $ 53 2021 15 Thereafter 520 Total minimum future payments $ 588 Current portion $ 53 Long term portion 535 Total notes payable $ 588

Going Concern and Managements_2

Going Concern and Managements' Plan (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 973		$ 141
Net loss	(3,506)	$ (1,322)
Net cash used in operating activities	(3,332)	$ (495)
Working capital	4,800
Cash used in operation per month	$ 1,100

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Accounting Policies [Abstract]
Cash in foreign financial institution	$ 900		$ 900
Unearned revenue	600		600
Prepaid commissions	1,180		$ 1,180
Stock-based compensation	$ 300	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Condensed Consolidated Balance Sheet and Condensed Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Property and equipment	$ 17,402		$ 16,832
Total assets	47,781		42,024
Notes payable, current	53
Total liabilities	11,848		9,072
Stockholders' equity	35,933	$ 27,274	32,952	$ 20,509
Depreciation expense
Interest expense	(9)	10
Net loss	$ (3,506)	$ (1,322)
Net loss per share: Basic and diluted	$ (0.02)	$ (0.01)	$ (0.04)
Previously Reported [Member]
Property and equipment			$ 383
Total assets			383
Notes payable, current			150
Payable on the sale of future revenue, net			1,382
Total liabilities			1,532
Stockholders' equity			(1,149)
Depreciation expense			4
Interest expense			477
Net loss			$ (481)
Net loss per share: Basic and diluted			$ (0.04)
Adjustment [Member]
Property and equipment			$ (383)
Total assets			(383)
Notes payable, current			(150)
Payable on the sale of future revenue, net			(1,382)
Total liabilities			(1,532)
Stockholders' equity			1,149
Depreciation expense			(4)
Interest expense			(477)
Net loss			$ 481
Net loss per share: Basic and diluted
As Revised [Member]
Property and equipment
Total assets
Notes payable, current
Payable on the sale of future revenue, net
Total liabilities
Stockholders' equity

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Reconciliation Statement of Cash Flows (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash	$ 973	$ 141
Restricted deposits	868	868
Total cash and restricted cash in the balance sheet	$ 1,841	$ 1,009

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of Net Sales Disaggregation by Product Category (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Total Revenues from Customers	$ 4,904	$ 4,914
Sales Revenue [Member]
Total Revenues from Customers	4,904	4,914
Sales Revenue [Member] | Gas Sold [Member]
Total Revenues from Customers	2,378	2,913
Sales Revenue [Member] | Equipment Rentals [Member]
Total Revenues from Customers	588	543
Sales Revenue [Member] | Equipment Sales [Member]
Total Revenues from Customers	1,653	954
Sales Revenue [Member] | Other [Member]
Total Revenues from Customers	$ 285	$ 504

Acquisitions - Schedule of Prof

Acquisitions - Schedule of Proforma Information of Operations (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Business Combinations [Abstract]
Revenues	$ 2,902
Gross Profit	1,325
Operating Loss	(2,436)
Net Loss	$ (2,406)

Inventory (Details Narrative)

Inventory (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Inventory net	$ 4,354	$ 3,639

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw Materials	$ 61	$ 48
Finished Goods	3,522	2,969
Work in process	771	622
Total Inventory	$ 4,354	$ 3,639

Investment in Joint Ventures (D

Investment in Joint Ventures (Details Narrative) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Investments in and advances to affiliates	$ 752,000	$ 752,000
Taronis Turkey Joint Venture [Member]
Equity method investment, ownership percentage		49.00%
Investments in and advances to affiliates		$ 800,000

Investment in Joint Ventures -

Investment in Joint Ventures - Schedule of Investments in Joint Ventures (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Investments in and Advances to Affiliates [Abstract]
December 31, 2019	$ 752
Advances
March 31, 2020	$ 752

Leases (Details Narrative)

Leases (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Leases [Abstract]
Operating leases right-of-use assets	$ 6,610		$ 3,714
Operating leases liability, current	$ 855		$ 744
Lease expiry term description	Expire at various times through 2028.
Operating lease rental expense	$ 400	$ 100

Leases - Schedule of Supplement

Leases - Schedule of Supplemental Lease Expense Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Leases [Abstract]
Operating lease expense	$ 267	$ 213
Finance lease expense: Amortization of right-of-use assets	18	12
Finance lease expense: Interest on lease liabilities	2	2
Total finance lease expense	20	14
Total lease expense	287	227
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$ 267	$ 248

Leases - Schedule of Other Info

Leases - Schedule of Other Information Related to Leases (Details)	Mar. 31, 2020
Leases [Abstract]
Weighted average remaining lease term: Operating leases	7 years 7 months 6 days
Weighted average remaining lease term: Finance leases	3 years 2 months 12 days
Weighted average discount rate: Operating leases	8.00%
Weighted average discount rate: Finance leases	3.90%

Leases - Schedule of Minimum Fu

Leases - Schedule of Minimum Future Lease Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating Leases: 2020	$ 1,302
Operating Leases: 2021	1,249
Operating Leases: 2022	1,229
Operating Leases: 2023	1,235
Operating Leases: 2024	1,129
Operating Leases: Thereafter	3,592
Total lease payments	9,736
Less: Present value adjustment	(3,110)
Total liability	6,626
Current portion	855	$ 744
Long term portion	5,771	2,970
Finance Leases: 2020	82
Finance Leases: 2021	79
Finance Leases: 2022	63
Finance Leases: 2023	40
Finance Leases: 2024	13
Finance Leases: Thereafter
Total lease payments	277
Less: Present value adjustment	(34)
Total liability	243
Current portion	75	72
Long term portion	$ 168	$ 168

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - Notes Payable [Member] - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Apr. 03, 2018
Note payable related party			$ 300
Trico Welding Supplies, Inc [Member]
Note payable related party	$ 70	$ 100
Minimum [Member]
Note interest rate			4.75%
Maximum [Member]
Note interest rate			6.75%

Notes Payable - Schedule of Min

Notes Payable - Schedule of Minimum Future Payments Under Notes Payable (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
2020	$ 53
2021	15
Thereafter	520
Total minimum lease payments	588
Current portion	53
Long term portion	$ 535	$ 598

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($) $ in Thousands	Mar. 24, 2020	Feb. 03, 2020	Jan. 15, 2020	Jan. 10, 2020	Jan. 02, 2020	Mar. 31, 2020	Mar. 30, 2020
Stock issued during period, value						$ 280
Number of common stock issued for services, value						728
Master Distribution Agreement [Member] | BBHC [Member]
Payments of capital contributions						$ 5,000
Unrestricted Stock [Member] | Settlement Agreement [Member] | YA II PA, Ltd [Member]
Stock issued during period, shares			2,375,000
Stock issued during period, value			$ 300
Board of Directors [Member]
Number of restricted stock issued, shares					1,472,535
Number of restricted stock issued, value					$ 210
Three Individuals [Member]
Number of restricted stock issued, shares				200,000
Number of restricted stock issued, value				$ 30
Nine Employees [Member]
Number of common stock issued for services, shares		445,000
Number of common stock issued for services, value		$ 60
Three Consultants [Member] | Consulting Agreement [Member]
Number of common stock issued for services, shares	5,000,000
Number of common stock issued for services, value	$ 430
Private Placement [Member] | Officers and Directors [Member]
Proceeds from issuance of private placement							$ 100
Private Placement [Member] | Officers and Directors [Member] | Restricted Stock [Member]
Stock issued during period, shares							7,000,000
Stock issued during period, value							$ 300
Private Placement [Member] | Directors [Member]
Number of restricted stock issued, shares							1,358,697
Number of restricted stock issued, value							$ 100
Private Placement [Member] | CEO [Member]
Number of restricted stock issued, shares							3,043,479
Number of restricted stock issued, value							$ 300

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jan. 15, 2020	Jun. 03, 2020	Apr. 17, 2020
Subsequent Event [Member]
Fair value of price per share		$ 0.12
Settlement Agreement [Member] | YA II PN, LTD [Member]
Unrestricted common stock	$ 2,375,000
Settlement Agreement [Member] | YA II PN, LTD [Member] | Unrestricted Common Stock [Member]
Fair value of price per share	$ 0.14
License Agreement [Member] | Taronis Technologies, Inc. [Member] | Subsequent Event [Member]
Royalty percentage			7.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)

Jun. 15, 2020

Jun. 04, 2020

Jun. 03, 2020

Jun. 02, 2020

May 28, 2020

May 27, 2020

May 26, 2020

May 22, 2020

May 06, 2020

Jan. 15, 2020

May 08, 2020

Apr. 17, 2020

Subscription Agreement [Member] | Private Placement [Member] | Restricted Stock [Member]

Shares issued price per share

$ 0.10

Aggregate shares sold

9,500,000

Subsequent Event [Member]

Shares issued price per share

$ 0.12

Number of restricted common stock shares issued

1,666,667

Subsequent Event [Member] | Consultants [Member]

Number of common stock services issued shares

138,000

Shares issued price per share

$ 0.1210

Subsequent Event [Member] | License Agreement [Member] | Taronis Technologies, Inc. [Member]

Royalty percentage

7.00%

Subsequent Event [Member] | Subscription Agreement [Member] | Offering [Member]

Proceeds from issue of initial public offering

$ 950,000

Subsequent Event [Member] | Paycheck Protection Program Promissory Note and Agreement [Member] | Wells Fargo Bank, N.A. [Member]

Debt principal amount

$ 1,993,712

Debt fixed interest rate

1.00%

Debt instrument term

2 years

Subsequent Event [Member] | Securities Purchase Agreement [Member] | Power Up Lending Group Ltd [Member]

Debt principal amount

$ 200,000

Debt fixed interest rate

8.00%

Debt instrument term

12 months

Debt instrument description

The Note may be converted at a 25% discount to the average of the three lowest trading prices of the Company's common stock during the ten (10) trading day period immediately prior to the conversion date. The Company has the right to prepay the Note at any time within the first 180 days from the issuance date of the Note.

Subsequent Event [Member] | Membership Interest Purchase and Sale Agreement [Member] | Tech Gas Solutions LLC [Member]

Debt principal amount

$ 4,000,000

Debt fixed interest rate

8.00%

Debt instrument term

24 months

Business acquisition percentage

100.00%

Subsequent Event [Member] | Membership Interest Purchase and Sale Agreement [Member] | Sellers [Member] | Tech Gas Solutions LLC [Member]

Gross purchase price

$ 8,000,000

Business acquisition payment

$ 4,000,000

Subsequent Event [Member] | Non Recourse Agreement Purchase and Sales [Member] | Apex Funding Source [Member]

Proceeds from future receipts of revenues

$ 500,000

Future revenues

700,000

Minimum weekly payments

50,000

Subsequent Event [Member] | Non Recourse Agreement Purchase and Sales [Member] | BMF Capital [Member]

Proceeds from future receipts of revenues

1,000,000

Future revenues

1,500,000

Minimum weekly payments

$ 100,000

Subsequent Event [Member] | Non Recourse Agreement Purchase and Sales [Member] | Reserve Funding Group LLC [Member]

Proceeds from future receipts of revenues

$ 500,000

Future revenues

700,000

Minimum weekly payments

$ 50,000

Subsequent Event [Member] | Non Recourse Agreement Purchase and Sales [Member] | Velocity Capital Group [Member]

Proceeds from future receipts of revenues

$ 200,000

$ 200,000

Future revenues

300,000

200,000

Minimum weekly payments

$ 30,000

$ 10,000