Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | May 15, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 002-76219-NY | ||
Entity Registrant Name | VICTORY CLEAN ENERGY, INC. | ||
Entity Central Index Key | 0000700764 | ||
Entity Tax Identification Number | 87-0564472 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 14425 Falcon Head Blvd. | ||
Entity Address, Address Line Two | Bldg. E Ste. 100 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78738 | ||
City Area Code | 512 | ||
Local Phone Number | 607-5558 | ||
Title of 12(g) Security | Common Stock, $0.001 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,327,165 | ||
Entity Common Stock, Shares Outstanding | 530,129,753 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 3289 | ||
Auditor Name | Accell Audit & Compliance, P.A. | ||
Auditor Location | Tampa, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 66,461 | $ 10,155 |
Notes receivable, net | 983,000 | 0 |
Prepaid and other current assets | 10,391 | 11,437 |
Assets of discontinued operations, current | 289,405 | 268,026 |
Total current assets | 1,349,257 | 289,618 |
Assets of discontinued operations, non-current | 288,828 | 403,815 |
Total Assets | 1,638,085 | 693,433 |
Current Liabilities | ||
Accounts payable | 331,115 | 63,794 |
Accrued and other short term liabilities | 61,178 | 50,559 |
Short term advance from shareholder | 128,050 | 180,150 |
Convertible notes payable | 1,087,000 | 0 |
Short term notes payable - affiliate, net | 3,868,726 | 3,717,476 |
Liabilities of discontinued operations, current | 90,199 | 123,568 |
Total current liabilities | 5,566,268 | 4,135,547 |
Liabilities of discontinued operations, non-current | 159,140 | 261,592 |
Total long term liabilities | 159,140 | 261,592 |
Total Liabilities | 5,725,408 | 4,397,139 |
Stockholders' Deficit | ||
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 8,333 shares issued and outstanding at each of December 31, 2023 and 2022 | 8 | 8 |
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,591,593 and 28,037,713 shares issued and outstanding at each of December 31, 2023 and 2022 respectively | 28,592 | 28,038 |
Receivable for stock subscription | (245,000) | (245,000) |
Additional paid-in capital | 95,905,362 | 95,751,150 |
Accumulated deficit | (99,776,285) | (99,237,902) |
Total stockholders' deficit | (4,087,323) | (3,703,706) |
Total Liabilities and Stockholders' Deficit | $ 1,638,085 | $ 693,433 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2022 $ / shares shares |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 |
Common Stock, Shares, Outstanding | 28,037,713 |
Series D Preferred Stock [Member] | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000 |
Preferred Stock, Shares Outstanding | 8,333 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Total revenue | $ 0 | $ 0 |
Total cost of revenue | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses | ||
Selling, general and administrative | 804,435 | 437,773 |
Total operating expenses | 804,435 | 437,773 |
Loss from operations | (804,435) | (437,773) |
Other income (expense) | ||
Other income | 248,641 | 120,000 |
Interest expense | (27,758) | (17,659) |
Total other income (expense) | 220,883 | 102,341 |
Loss from continuing operations | (583,552) | (335,432) |
Discontinued operations | ||
Gain from operations of discontinued operations | 44,849 | 13,948 |
Total discontinued operations | 44,849 | 13,948 |
Loss before tax benefit (expense) | (538,703) | (321,484) |
Tax expense | 0 | 0 |
Loss applicable to common stockholders | $ (538,703) | $ (321,484) |
Loss per share applicable to common stockholders | ||
Loss per share, basic | $ (0.02) | $ (0.01) |
Loss per share, diluted | $ (0.02) | $ (0.01) |
Weighted average shares, basic | 28,129,338 | 28,037,713 |
Weighted average shares, diluted | 28,129,338 | 28,037,713 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (538,703) | $ (321,484) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 155,086 | 0 |
Paycheck Protection Program loan forgiveness | (94,743) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | 1,046 | (2,977) |
Accounts payable | 267,321 | 29,752 |
Accrued and other short-term liabilities | 10,619 | 0 |
Net change in operating activities from continuing operations | (199,374) | (294,709) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in notes receivable | (983,000) | 0 |
Net change in investing activities from continuing operations | (983,000) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable - affiliate | 137,500 | 167,200 |
Payments on long term notes payable | (7,709) | 0 |
Payment on advance from shareholder | (52,100) | 0 |
Proceeds from convertible notes payable | 1,087,000 | 0 |
Net change in financing activities from continuing operations | 1,164,691 | 167,200 |
Net change in cash and cash equivalents from continuing operations | (17,683) | (127,509) |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net change in operating activities from discontinued operations | 51,451 | 172,426 |
Net change in investing activities from discontinued operations | 0 | (70,992) |
Net change in financing activities from discontinued operations | 22,538 | 23,359 |
Net change in cash and cash equivalents from discontinued operations | 73,989 | 124,793 |
Net change in cash and cash equivalents | 56,306 | (2,716) |
Beginning cash and cash equivalents | 10,155 | 12,871 |
Ending cash and cash equivalents | 66,461 | 10,155 |
Cash paid for: | ||
Interest | $ 41,985 | $ 27,937 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Deficit - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Receivables from Stockholder [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 28,038 | $ 8 | $ (245,000) | $ 95,750,830 | $ (98,916,098) | $ (3,382,222) |
Beginning balance, shares at Dec. 31, 2021 | 28,037,713 | 8,333 | ||||
Loss attributable to common stockholders | (321,484) | (321,484) | ||||
Ending balance, value at Dec. 31, 2022 | $ 28,038 | $ 8 | (245,000) | 95,750,830 | (99,237,582) | (3,703,706) |
Ending balance, shares at Dec. 31, 2022 | 28,037,713 | 8,333 | ||||
Common stock issued for services | $ 554 | 154,532 | 155,086 | |||
Common stock issued for services, shares | 553,880 | |||||
Loss attributable to common stockholders | (538,703) | (538,703) | ||||
Ending balance, value at Dec. 31, 2023 | $ 28,592 | $ 8 | $ (245,000) | $ 95,905,362 | $ (99,776,285) | $ (4,087,323) |
Ending balance, shares at Dec. 31, 2023 | 28,591,593 | 8,333 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (538,703) | $ (321,484) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Organization and nature of operations Victory Clean Energy, Inc., formerly Victory Oilfield Tech, Inc. (“Victory”), a Nevada corporation, has historically operated as an oilfield technology products company offering patented oil and gas drilling products. On July 31, 2018, Victory entered into an agreement to acquire Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation (“Pro-Tech”), which provides various hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars. On January 1, 2024, Victory completed a merger agreement with H2 Energy Group Inc., a Delaware corporation (“H2EG”) (the “Merger”). As a result of the Merger, a change in control of Victory occurred, and H2EG became a wholly owned subsidiary of Victory. On January 1, 2024, Victory completed the sale of Pro-Tech to Flagstaff International, LLC, a Delaware limited liability company. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Victory and Pro-Tech, its wholly owned subsidiary, for all periods presented. All significant intercompany transactions and accounts between Victory and Pro-Tech (together, the “Company”) have been eliminated. The results reported in these consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any future periods. The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). In the opinion of management, all adjustments, consisting of normal and recurring accruals considered necessary for a fair presentation, have been included. Going Concern Historically the Company has experienced, and continues to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. The Company has incurred an accumulated deficit of $ (99,776,605 (4,217,011 The Company anticipates that operating losses will continue in the near term as our management continues its efforts to raise additional capital and pursue the development and implementation of clean, sustainable low-cost energy solutions with applications across various industries, including transportation, power generation, and industrial processes Based upon anticipated new sources of capital, and cash flow from operations, we believe we will have enough capital to cover expenses through at least the next twelve months. We will continue to monitor liquidity carefully, and in the event we do not have enough capital to cover expenses, we will make the necessary and appropriate reductions in spending to remain cash flow positive. While management believes our plans, including the Merger, help mitigate the substantial doubt that we are a going concern, there is no guarantee that our plans will be successful or if they are, will fully alleviate the conditions that raise substantial doubt that we are a going concern. Capital Resources The Company plans to raise up to $4,000,000 within sixteen (16) months after the of the merger through a preferred equity financing (“Preferred Financing”). 67,796 67,796,610 Discontinued Operations A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity's operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. Pro-Tech’s cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented. Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, and historical results of Pro-Tech. The discontinued operations exclude general corporate allocations. Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used primarily when accounting for depreciation and amortization expense, various common stock, warrants and option transactions, evaluation of intangible assets, and loss contingencies. Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all liquid investments with original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company had no Fair Value Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). Receivables are carried at amounts that approximate fair value. Receivables are recognized net of an allowance for doubtful accounts receivable. The allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience current conditions and reasonable forecasts of future economic conditions. Accounts receivable are written down or off when a portion or all of such account receivable is determined to be uncollectible. At December 31, 2023 and 2022, the carrying value of the Company’s financial instruments such as accounts receivable and payables approximated their fair values based on the short-term nature of these instruments. The carrying value of short-term notes and advances approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates. Revenue Recognition The Company recognizes revenue as it satisfies contractual performance obligations by transferring promised goods or services to the customers. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. The Company historically has had one revenue stream, which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations of the Company’s contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the service period. The Company has reviewed its contracts with Pro-Tech customers and determined that due to their short-term nature, with durations of several days of service at the customer’s location, it is only those contracts that occur near the end of a financial reporting period that will potentially require allocation to ensure revenue is recognized in the proper period. The Company has reviewed all such transactions and recorded revenue accordingly. For the twelve months ended December 31, 2023 and 2022, the Company recognized revenue of $ 1,643,721 1,624,635 Segment and Geographic Information and Revenue Disaggregation Because the Company’s contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech’s customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, the Company records an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. An allowance of $ 0 As of December 31, 2023 and 2022, two and three customers comprised 70 78.2 70 52.7 Inventory The Company’s inventory balances are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consists of products purchased by Pro-Tech for use in the process of providing hardbanding services. No impairment losses on inventory were recorded for the twelve months ended December 31, 2023 and 2022. Inventories are valued at the lower of cost or net realizable value with cost being determined on the weighted average cost method. Elements of cost in inventories include raw materials and direct labor. Supplies are valued at the lower of cost or net realizable value: cost is generally determined by the first-in, first-out cost method. Inventories deemed to have costs greater than their respective market values are reduced to net realizable value with a loss recorded in income in the period recognized. Property, Plant and Equipment Property, Plant and Equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. When property, plant and equipment is disposed of, the cost and related accumulated depreciation are removed from the consolidated balance sheets and any gain or loss is included in Other income/(expense) in the consolidated statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Schedule of estimated useful lives of the related assets Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 Office equipment 5 7 Computer hardware and software 7 See Note 4, Property, Plant and Equipment Goodwill and Other Intangible Assets Finite-lived intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company’s consolidated financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Share-Based Compensation The Company from time to time may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. In all cases, the Company calculates share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date on a straight-line basis over the requisite service period, which in the case of third party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in general and administrative expenses in the consolidated statements of operations. See Note 9, Stock Options Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, Earnings per Share Basic earnings per share are computed using the weighted average number of common shares outstanding at December 31, 2023 and 2022, respectively. The weighted average number of common shares outstanding was 28,129,338 28,037,713 The following table outlines outstanding common stock shares and common stock equivalents: Schedule of outstanding common stock shares and common stock equivalents Years Ended 2023 2022 Common Stock Shares Outstanding 28,591,593 28,037,713 Common Stock Equivalents Outstanding Warrants 291 2,257,294 Stock Options 211,186 211,186 Total Common Stock Equivalents Outstanding 211,477 2,468,480 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 2 – Recent Accounting Pronouncements Recently Adopted Accounting Standards From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, "Liabilities – Supplier Finance Programs." The ASU codifies disclosure requirements for supplier financing programs. The new standard is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company adopted ASU 2016-13 effective January 1, 2023. The adoption of ASU 2016-13 had no material impact on its consolidated financial statements. Recently Issued Accounting Standards Management believes that other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission do not have a material impact on the Company’s present or near future financial statements |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Notes Receivable | Note 3 – Notes Receivable Effective August 31, 2023, H2EG and Victory executed a Forgivable Promissory Note in the principal amount of up to Five Million Dollars ($ 5,000,000 5 983,000 983,000 0 |
Discontinued operations
Discontinued operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | Note 4 – Discontinued operations On January 1, 2024, we entered into an agreement with Flagstaff International, LLC under which Flagstaff will commit to invest $ 4,000,000 On January 1, 2024, Victory completed the sale of Pro-Tech to Flagstaff International, LLC, a Delaware limited liability company. Accordingly, we have categorized Pro-Tech as discontinued operations in our financial statements for the years ended December 31, 2023 and 2022. The operating results for discontinued operations have been presented in the accompanying consolidated statement of operations for the years ended December 31, 2023 and 2022 as discontinued operations and are summarized below: Schedule of discontinued operations Years Ended December 31, 2023 2022 Total revenue $ 1,643,721 $ 1,624,635 Total cost of revenue 693,615 903,598 Gross profit 950,106 721,037 Operating expenses 744,715 578,396 Income from operations 205,391 142,641 Other income (expenses) (158,477 ) (128,693 ) Income before tax expense 46,914 13,948 Tax expense 2,065 — Gain from operations of discontinued operations $ 44,849 $ 13,948 The assets and liabilities of the discontinued operations at December 31, 2023 and 2022 are summarized below: Schedule of assets and liabilities of the discontinued operations Years Ended December 31, 2023 2022 Cash and cash equivalents $ 11,328 $ 63,481 Accounts receivables, net 251,233 163,196 Inventories, net 17,256 32,269 Prepaid and other current assets 9,588 9,080 Assets of discontinued operations, current 289,405 268,026 Property, plant and equipment, net (1) 64,608 162,343 Goodwill (2) 145,149 145,149 Other intangible assets, net (2) 79,071 96,323 Assets of discontinued operations, non-current 288,828 403,815 Total assets $ 578,233 $ 671,841 Accounts payable $ 35,992 $ 85,711 Accrued and other short term liabilities 6,080 12,268 Short term notes payable, net 30,000 10,000 Current portion of long term notes payable 18,127 15,589 Liabilities of discontinued operations, current 90,199 123,568 Long term notes payable, net 159,140 261,592 Liabilities of discontinued operations, non-current 159,140 261,592 Total liabilities $ 249,339 $ 385,160 (1) Property, plant and equipment, net Property, plant and equipment, at cost, for the discontinued operations consisted of the following at December 31: Schedule of Property plant and equipment at cost for discontinued operations December 31, 2023 2022 Trucks $ 464,047 $ 464,047 Welding equipment 285,991 285,991 Office equipment 23,408 23,408 Machinery and equipment 18,663 18,663 Total property, plant and equipment, at cost 792,109 792,109 Less -- accumulated depreciation (727,501 ) (629,766 ) Property, plant and equipment, net $ 64,608 $ 162,343 Depreciation expense for the discontinued operations for the twelve months ended December 31, 2023 and 2022 was $ 97,735 151,854 (2) Goodwill and other intangible assets The discontinued operations recorded $ 17,252 17,252 The following table shows intangible assets, other than goodwill, and related accumulated amortization for the discontinued operation as of December 31, 2023 and 2022. Schedule of intangible assets other than goodwill and related accumulated amortization for the discontinued operation December 31, December 31, Pro-Tech customer relationships $ 129,680 $ 129,680 Pro-Tech trademark 42,840 42,840 Accumulated amortization & impairment (93,448 ) (76,196 ) Other intangible assets, net $ 79,071 $ 96,323 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5– Income Taxes There was no material provision for (benefit of) income taxes for the years ended December 31, 2023 and 2022, after the application of ASC 740 “Income Taxes.” The Internal Revenue Code of 1986, as amended, imposes substantial restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. 8,163,000 20 For the years ending December 31, 2023 and 2022, the Company incurred a net operating loss carry forward of $ 100,000 250,000 Combined with the Section 382 limitation, as of December 31, 2023 the Company has net operating losses available of approximately $8,954,000 which will expire in between 2028 and 2038, and $[*3,290,000] that will carryforward indefinitely. 12,244,000 Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the net operating loss carry forwards. ASC 740 requires that a valuation allowance be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance against its net deferred tax assets at December 31, 2023 and 2022, respectively. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the deferred tax benefit associated with the use of the net operating loss carry forwards and will recognize a deferred tax asset at that time. All deferred income tax assets and liabilities, including NOL’s have been measured using a 24.16 Significant components of the Company’s deferred income tax assets are as follows: Schedule of deferred income tax assets 2023 2022 Net operating loss carryforwards $ 2,612,000 $ 2,576,000 Depreciation (127,000 ) (12,000 ) Equity based expenses (261,000 ) 261,000 Other (19,000 ) (23,000 ) Deferred taxes 2,861,000 2,802,000 Valuation allowance (2,861,000 ) (2,802,000 ) Net deferred income tax assets $ — $ — Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: Schedule of effective income tax rate 2023 2022 Federal taxes at statutory rate 21 % 21.0 % Noncompulsory stock warrants 15.3 % 0.0 % State tax & other permanent items 3.2 % 3.2 % Change in state tax rate 0 % (8.4 )% Intangible impairment 0 % 0.0 % Change in valuation allowance (8.9 )% (15.8 )% Effective income tax rate 0.0 % 0.0 % ASC 740 provides guidance which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under the current accounting guidelines, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of December 31, 2023 and 2022 the Company does not have a liability for unrecognized tax benefits. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, no penalties or interest has been accrued. Tax years 2020 and forward are open and subject to examination by the Federal taxing authority. The Company is not currently under examination and it has not been notified of a pending examination. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 6 – Convertible Notes Payable In August, 2023, the Company authorized the issuance of a series of 5 5,000,000 1,087,000 Organization and Basis of Presentation 28,333,333 145,000 The Company elected to account for the Convertible Notes Payable at fair value with any changes in fair value being recognized through the consolidated statements of operations until the convertible notes are settled. The estimated fair value of the Convertible Notes Payable is measured according to significant observable inputs (Level 3) including common share class volatility, applied discount rate, and probability weighting assigned to automatic and optional conversion scenarios. Convertible Notes Payable were comprised of the following at December 31, 2023 and 2022. Schedule of convertible notes payable 2023 2022 Flagstaff International, LLC $ 100,000 $ — JLP Partners 50,000 — Richard Ducharme 25,000 — Lauri Benezra 50,000 — KLH Holdings LLC 30,000 — Patrick F. McCormick 50,000 — Scott Chakmak & Tammy Forman 34,000 — Blount Family Trust 10,000 — Scott Hafertepe 20,000 — Thomas & Christine Beck 25,000 — Joel Schwartz 50,000 — Mark Daly 50,000 — Aaron Kvistro 20,000 — Kenneth & Margaret Lewis 25,000 — Cheryl & Bradley Breeden 30,000 — Joel Schwartz Living Trust 50,000 — Professional Installers 40,000 — Paul Schmittling 12,000 — Scott Chakmak & Tammy Forman 51,000 — Brian & Jennifer Andrzejewski 10,000 — Mathew& Betty Wolkow 15,000 — Nuview Trust, CUST FBO Laurinda Fahey IRA 14,000 — Nuview Trust Co CUST FBO John Fahey IRA 14,000 — Nuview Trust Co CUST FBO Steven C White IRA 112,000 — Nuview Trust Co CUST FBO Terry Lyon IRA 25,000 — Nuview Trust Co CUST FBOPatrick Anthony Lepski IRA 150,000 — Janice Linn and Sigmund Pincus 25,000 — Total convertible notes payable $ 1,087,000 $ — In connection with the Convertible Notes Payable, the Company has accrued interest of $ 10,619 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 – Notes Payable Notes payable were comprised of the following at December 31: Schedule of notes payable 2023 2022 New VPEG Note $ 3,868,726 $ 3,717,476 Total notes payable 3,868,726 3,717,476 Current portion of notes payable 3,868,726 3,717,476 Long term notes payable, net $ — $ — Future payments on notes payable at December 31, 2023 were: Schedule of future payments 2024 $ 3,868,726 Total $ 3,868,726 New VPEG Note See Note 13, Related Party Transactions Settlement Agreement 3,868,726 3,717,476 13,750 15,200 |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 8 – Stockholders’ Deficit Preferred Stock Series D Preferred Stock The terms of the Series D Preferred Stock are governed by a certificate of designation (the “Series D Certificate of Designation”) filed by the Company with the Nevada Secretary of State on August 21, 2017. Pursuant to the Series D Certificate of Designation, the Company designated 20,000 Dividends Liquidation 19.01615 Voting Rights Redemption 1,667 Conversion 0.04 Other Rights During the years ended December 31, 2023 and 2022, the Company did not issue any shares of its Preferred Series D Stock. Common Stock On September 11, 2023, the Company issued 553,880 155,086 0.28 The Company did not issue any shares of its common stock during the year ended December 31, 2022. |
Warrants for Stock
Warrants for Stock | 12 Months Ended |
Dec. 31, 2023 | |
Warrants For Stock | |
Warrants for Stock | Note 9 – Warrants for Stock At December 31, 2023 and 2022 warrants outstanding for common stock of the Company were as follows: Schedule of warrants outstanding Number of Shares Underlying Warrants Weighted Average Exercise Price Balance January 1, 2022 2,648,621 $ 1.51 Granted — $ — Exercised — $ — Canceled (391,327 ) $ 2.25 Balance December 31, 2022 2,257,294 $ 1.38 Granted — $ — Exercised — — Canceled (2,257,003 ) $ 2.25 Balance December 31, 2023 291 $ 9.50 All warrants were valued using the Black Scholes pricing model. The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2023: Schedule of outstanding warrants for common stock Warrants Outstanding Weighted Warrants Exercisable Range of Exercise Prices Number of Weighted Average Number of Weighted $ 4.94 13.30 291 $ 9.50 0.43 291 $ 9.50 291 291 The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2022: Warrants Outstanding Weighted Warrants Exercisable Range of Exercise Prices Number of Weighted Average Number of Weighted $ 4.94 13.30 2,027 $ 9.50 .78 2,027 $ 9.50 $ 0.75 3.51 2,255,267 $ 0.75 .33 2,255,267 $ 0.75 2,257,294 2,257,294 At each of December 31, 2023 and 2022 the aggregate intrinsic value of the warrants outstanding and exercisable was $ 0 |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stock Options | Note 10– Stock Options The following table summarizes stock option activity in the Company’s stock-based compensation plans for the years ended December 31, 2023 and 2022. All options issued were non-qualified stock options. Schedule of stock option activity Number of Weighted Aggregate Number of Weighted Outstanding at January 1, 2022 211,186 $ 2.15 — 211,186 $ 2.31 Granted at Fair Value — — — — — Exercised — — — — — Canceled — — — — — Outstanding at December 31, 2022 211,186 $ 2.15 $ — 211,186 $ 2.15 Granted at Fair Value — — — — — Exercised — — — — — Canceled — — — — — Outstanding at December 31, 2023 211,186 $ 2.15 $ — 211,186 $ 2.15 (1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at the balance sheet date. If the exercise price exceeds the market value, there is no intrinsic value. During the years ended December 31, 2023 and 2022, the Company did not grant employee stock options or stock options for consulting services. The fair value of the stock option grants is amortized over the respective vesting period using the straight-line method. Forfeitures and cancellations are recorded as they occur. Compensation expense related to stock options included in general and administrative expense in the accompanying consolidated statements of operations was $ 0 As of December 31, 2022, all share-based compensation for unvested options, net of expected forfeitures, was fully recognized. Stock options are granted at the fair market value of the Company’s common stock on the date of grant. Options granted to officers and other employees vest immediately or over 36 months as provided in the option agreements at the date of grant. The fair value of options granted are estimated using the Black-Scholes Option Pricing Model. The following table summarizes information about stock options outstanding at December 31, 2023: Schedule of information about stock options Range of Exercise Prices Number of Weighted Weighted Aggregate Number Exercisable Weighted Aggregate $ 1.52 13.30 211,186 3.48 $ 2.15 $ — 211,186 $ 2.15 $ — The following table summarizes information about options outstanding at December 31, 2022: Range of Exercise Prices Number of Weighted Weighted Aggregate Number Exercisable Weighted Aggregate $ 1.52 13.30 211,186 4.48 $ 2.15 $ — 211,186 $ 2.15 $ — A summary of the Company’s non-vested stock options at December 31, 2023 and December 31, 2022 and changes during the years are presented below. Schedule of non-vested stock options Non-Vested Stock Options Options Weighted Non-Vested at December 31, 2022 — $ — Granted — $ — Vested — $ — Forfeited — $ — Non-Vested at December 31, 2023 — $ — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Rent expense for the years ended December 31, 2023 and 2022 was $ 4,710 4,734 The Company’s office space in Austin, Texas is leased on a month-to-month basis, and the lease agreement for the Pro-Tech facility in Oklahoma County, Oklahoma is cancellable at any time by giving notice of 90 days. The Company is subject to legal claims and litigation in the ordinary course of business, including but not limited to employment, commercial and intellectual property claims. The outcome of any such matters is currently not determinable. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 – Related Party Transactions Inspire Diagnostics On March 24, 2023 the Company received a short-term non-interest bearing advance from Inspire Diagnostics, an affiliated entity, in the amount of $ 33,500 Settlement Agreement On August 21, 2017, the Company entered into a secured convertible original issue discount promissory note issued by the Company to VPEG (the “VPEG Note”). The VPEG Note was subsequently amended on October 11, 2017 and again on January 17, 2018. On April 10, 2018, the Company and Visionary Private Equity Group I, LP, a Missouri limited partnership (“VPEG”) entered into a settlement agreement and mutual release (the “Settlement Agreement”), pursuant to which VPEG agreed to release and discharge the Company from its obligations under the VPEG Note (see below). Pursuant to the Settlement Agreement, and in consideration and full satisfaction of the outstanding indebtedness of $ 1,410,200 1,880,267 0.75 0.75 11,281,602 On April 10, 2018, in connection with the Settlement Agreement, the Company and VPEG entered into a loan Agreement (the “New Debt Agreement”), pursuant to which VPEG may, at is discretion, loan to the Company up to $ 2,000,000 10 0.75 On October 30, 2020, the Company and VPEG entered into an amendment to the New Debt Agreement (the “Amendment”), pursuant to which the parties agreed to increase the loan amount to up to $ 3,000,000 On January 31, 2021, the Company and VPEG entered into an amendment to the New Debt Agreement (the “Second Amendment”), pursuant to which the parties agreed to increase the loan amount to up to $ 3,500,000 On September 3, 2021, the Company and VPEG entered into an amendment to the New Debt Agreement (the “Third Amendment”), pursuant to which the parties agreed to increase the loan amount to up to $ 4,000,000 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13– Net Loss Per Share Basic loss per share is computed using the weighted average number of common shares outstanding at December 31, 2023 and 2022, respectively. Diluted loss per share reflects the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. The following table sets forth the computation of net loss per common share – basic and diluted: Schedule of computation of net loss per common share – basic and diluted Years Ended 2023 2022 Numerator: Net loss $ (538,703 ) $ (321,484 ) Denominator Basic weighted average common shares outstanding 28,129,338 28,037,713 Effect of dilutive securities — — Diluted weighted average common shares outstanding 28,129,338 28,037,713 Net loss per common share Basic and diluted $ (0.02 ) $ (0.01 ) For the years ended December 31, 2023 and 2022, potentially dilutive shares of 211,477 2,468,480 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Merger – Acquisition of H2 Energy Group Inc. On January 1, 2024, Victory completed a merger agreement with H2 Energy Group Inc., a Delaware corporation (“H2EG”) (the “Merger”). As a result of the Merger, a change in control of Victory occurred, and H2EG became a wholly owned subsidiary of Victory. Pursuant to the merger each share of H2EG’s Capital Stock issued and outstanding immediately prior to the Effective Time, subject to and upon the terms and conditions set forth in the Merger Agreement, was cancelled and extinguished and converted automatically into the right to receive 418,822,708 243,000,000 175,822,708 As a result of the merger on the effective date of January 1, 2024, the H2EG Stockholders own 81 7,866,034 43,095,923 0.000001 1,087,000 4,000,000 16 67,796 67,796,610 Victory had 300,000,000 418,822,708 50,961,957 0.000001 Financing Agreement and Sale of Pro-Tech On January 1, 2024, we entered into an agreement with Flagstaff International, LLC under which Flagstaff will commit to invest $ 4,000,000 On January 1, 2024, Victory completed the sale of Pro-Tech to Flagstaff International, LLC, a Delaware limited liability company. Increase of Authorized Common Stock and Name Change to Victory Clean Energy, Inc. On January 11, 2024, Victory amended its Articles of Incorporation to authorize 2,000,000,000 Issuance of Warrants On January 12, 2024, Victory issued 101,194,144 0.059 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and nature of operations | Organization and nature of operations Victory Clean Energy, Inc., formerly Victory Oilfield Tech, Inc. (“Victory”), a Nevada corporation, has historically operated as an oilfield technology products company offering patented oil and gas drilling products. On July 31, 2018, Victory entered into an agreement to acquire Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation (“Pro-Tech”), which provides various hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars. On January 1, 2024, Victory completed a merger agreement with H2 Energy Group Inc., a Delaware corporation (“H2EG”) (the “Merger”). As a result of the Merger, a change in control of Victory occurred, and H2EG became a wholly owned subsidiary of Victory. On January 1, 2024, Victory completed the sale of Pro-Tech to Flagstaff International, LLC, a Delaware limited liability company. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Victory and Pro-Tech, its wholly owned subsidiary, for all periods presented. All significant intercompany transactions and accounts between Victory and Pro-Tech (together, the “Company”) have been eliminated. The results reported in these consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any future periods. The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). In the opinion of management, all adjustments, consisting of normal and recurring accruals considered necessary for a fair presentation, have been included. |
Going Concern | Going Concern Historically the Company has experienced, and continues to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. The Company has incurred an accumulated deficit of $ (99,776,605 (4,217,011 The Company anticipates that operating losses will continue in the near term as our management continues its efforts to raise additional capital and pursue the development and implementation of clean, sustainable low-cost energy solutions with applications across various industries, including transportation, power generation, and industrial processes Based upon anticipated new sources of capital, and cash flow from operations, we believe we will have enough capital to cover expenses through at least the next twelve months. We will continue to monitor liquidity carefully, and in the event we do not have enough capital to cover expenses, we will make the necessary and appropriate reductions in spending to remain cash flow positive. While management believes our plans, including the Merger, help mitigate the substantial doubt that we are a going concern, there is no guarantee that our plans will be successful or if they are, will fully alleviate the conditions that raise substantial doubt that we are a going concern. |
Capital Resources | Capital Resources The Company plans to raise up to $4,000,000 within sixteen (16) months after the of the merger through a preferred equity financing (“Preferred Financing”). 67,796 67,796,610 |
Discontinued Operations | Discontinued Operations A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity's operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. Pro-Tech’s cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented. Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, and historical results of Pro-Tech. The discontinued operations exclude general corporate allocations. |
Use of Estimates | Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used primarily when accounting for depreciation and amortization expense, various common stock, warrants and option transactions, evaluation of intangible assets, and loss contingencies. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company had no |
Fair Value | Fair Value Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). Receivables are carried at amounts that approximate fair value. Receivables are recognized net of an allowance for doubtful accounts receivable. The allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience current conditions and reasonable forecasts of future economic conditions. Accounts receivable are written down or off when a portion or all of such account receivable is determined to be uncollectible. At December 31, 2023 and 2022, the carrying value of the Company’s financial instruments such as accounts receivable and payables approximated their fair values based on the short-term nature of these instruments. The carrying value of short-term notes and advances approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue as it satisfies contractual performance obligations by transferring promised goods or services to the customers. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. The Company historically has had one revenue stream, which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations of the Company’s contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the service period. The Company has reviewed its contracts with Pro-Tech customers and determined that due to their short-term nature, with durations of several days of service at the customer’s location, it is only those contracts that occur near the end of a financial reporting period that will potentially require allocation to ensure revenue is recognized in the proper period. The Company has reviewed all such transactions and recorded revenue accordingly. For the twelve months ended December 31, 2023 and 2022, the Company recognized revenue of $ 1,643,721 1,624,635 Segment and Geographic Information and Revenue Disaggregation Because the Company’s contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. |
Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts | Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech’s customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, the Company records an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. An allowance of $ 0 As of December 31, 2023 and 2022, two and three customers comprised 70 78.2 70 52.7 |
Inventory | Inventory The Company’s inventory balances are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consists of products purchased by Pro-Tech for use in the process of providing hardbanding services. No impairment losses on inventory were recorded for the twelve months ended December 31, 2023 and 2022. Inventories are valued at the lower of cost or net realizable value with cost being determined on the weighted average cost method. Elements of cost in inventories include raw materials and direct labor. Supplies are valued at the lower of cost or net realizable value: cost is generally determined by the first-in, first-out cost method. Inventories deemed to have costs greater than their respective market values are reduced to net realizable value with a loss recorded in income in the period recognized. |
Property, Plant and Equipment | Property, Plant and Equipment Property, Plant and Equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. When property, plant and equipment is disposed of, the cost and related accumulated depreciation are removed from the consolidated balance sheets and any gain or loss is included in Other income/(expense) in the consolidated statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Schedule of estimated useful lives of the related assets Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 Office equipment 5 7 Computer hardware and software 7 See Note 4, Property, Plant and Equipment |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Finite-lived intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company’s consolidated financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. |
Share-Based Compensation | Share-Based Compensation The Company from time to time may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. In all cases, the Company calculates share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date on a straight-line basis over the requisite service period, which in the case of third party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in general and administrative expenses in the consolidated statements of operations. See Note 9, Stock Options |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, |
Earnings per Share | Earnings per Share Basic earnings per share are computed using the weighted average number of common shares outstanding at December 31, 2023 and 2022, respectively. The weighted average number of common shares outstanding was 28,129,338 28,037,713 The following table outlines outstanding common stock shares and common stock equivalents: Schedule of outstanding common stock shares and common stock equivalents Years Ended 2023 2022 Common Stock Shares Outstanding 28,591,593 28,037,713 Common Stock Equivalents Outstanding Warrants 291 2,257,294 Stock Options 211,186 211,186 Total Common Stock Equivalents Outstanding 211,477 2,468,480 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of the related assets | Schedule of estimated useful lives of the related assets Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 Office equipment 5 7 Computer hardware and software 7 |
Schedule of outstanding common stock shares and common stock equivalents | Schedule of outstanding common stock shares and common stock equivalents Years Ended 2023 2022 Common Stock Shares Outstanding 28,591,593 28,037,713 Common Stock Equivalents Outstanding Warrants 291 2,257,294 Stock Options 211,186 211,186 Total Common Stock Equivalents Outstanding 211,477 2,468,480 |
Discontinued operations (Tables
Discontinued operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Schedule of discontinued operations Years Ended December 31, 2023 2022 Total revenue $ 1,643,721 $ 1,624,635 Total cost of revenue 693,615 903,598 Gross profit 950,106 721,037 Operating expenses 744,715 578,396 Income from operations 205,391 142,641 Other income (expenses) (158,477 ) (128,693 ) Income before tax expense 46,914 13,948 Tax expense 2,065 — Gain from operations of discontinued operations $ 44,849 $ 13,948 |
Schedule of assets and liabilities of the discontinued operations | Schedule of assets and liabilities of the discontinued operations Years Ended December 31, 2023 2022 Cash and cash equivalents $ 11,328 $ 63,481 Accounts receivables, net 251,233 163,196 Inventories, net 17,256 32,269 Prepaid and other current assets 9,588 9,080 Assets of discontinued operations, current 289,405 268,026 Property, plant and equipment, net (1) 64,608 162,343 Goodwill (2) 145,149 145,149 Other intangible assets, net (2) 79,071 96,323 Assets of discontinued operations, non-current 288,828 403,815 Total assets $ 578,233 $ 671,841 Accounts payable $ 35,992 $ 85,711 Accrued and other short term liabilities 6,080 12,268 Short term notes payable, net 30,000 10,000 Current portion of long term notes payable 18,127 15,589 Liabilities of discontinued operations, current 90,199 123,568 Long term notes payable, net 159,140 261,592 Liabilities of discontinued operations, non-current 159,140 261,592 Total liabilities $ 249,339 $ 385,160 |
Schedule of Property plant and equipment at cost for discontinued operations | Schedule of Property plant and equipment at cost for discontinued operations December 31, 2023 2022 Trucks $ 464,047 $ 464,047 Welding equipment 285,991 285,991 Office equipment 23,408 23,408 Machinery and equipment 18,663 18,663 Total property, plant and equipment, at cost 792,109 792,109 Less -- accumulated depreciation (727,501 ) (629,766 ) Property, plant and equipment, net $ 64,608 $ 162,343 |
Schedule of intangible assets other than goodwill and related accumulated amortization for the discontinued operation | Schedule of intangible assets other than goodwill and related accumulated amortization for the discontinued operation December 31, December 31, Pro-Tech customer relationships $ 129,680 $ 129,680 Pro-Tech trademark 42,840 42,840 Accumulated amortization & impairment (93,448 ) (76,196 ) Other intangible assets, net $ 79,071 $ 96,323 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income tax assets | Schedule of deferred income tax assets 2023 2022 Net operating loss carryforwards $ 2,612,000 $ 2,576,000 Depreciation (127,000 ) (12,000 ) Equity based expenses (261,000 ) 261,000 Other (19,000 ) (23,000 ) Deferred taxes 2,861,000 2,802,000 Valuation allowance (2,861,000 ) (2,802,000 ) Net deferred income tax assets $ — $ — |
Schedule of effective income tax rate | Schedule of effective income tax rate 2023 2022 Federal taxes at statutory rate 21 % 21.0 % Noncompulsory stock warrants 15.3 % 0.0 % State tax & other permanent items 3.2 % 3.2 % Change in state tax rate 0 % (8.4 )% Intangible impairment 0 % 0.0 % Change in valuation allowance (8.9 )% (15.8 )% Effective income tax rate 0.0 % 0.0 % |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable | |
Schedule of convertible notes payable | Schedule of convertible notes payable 2023 2022 Flagstaff International, LLC $ 100,000 $ — JLP Partners 50,000 — Richard Ducharme 25,000 — Lauri Benezra 50,000 — KLH Holdings LLC 30,000 — Patrick F. McCormick 50,000 — Scott Chakmak & Tammy Forman 34,000 — Blount Family Trust 10,000 — Scott Hafertepe 20,000 — Thomas & Christine Beck 25,000 — Joel Schwartz 50,000 — Mark Daly 50,000 — Aaron Kvistro 20,000 — Kenneth & Margaret Lewis 25,000 — Cheryl & Bradley Breeden 30,000 — Joel Schwartz Living Trust 50,000 — Professional Installers 40,000 — Paul Schmittling 12,000 — Scott Chakmak & Tammy Forman 51,000 — Brian & Jennifer Andrzejewski 10,000 — Mathew& Betty Wolkow 15,000 — Nuview Trust, CUST FBO Laurinda Fahey IRA 14,000 — Nuview Trust Co CUST FBO John Fahey IRA 14,000 — Nuview Trust Co CUST FBO Steven C White IRA 112,000 — Nuview Trust Co CUST FBO Terry Lyon IRA 25,000 — Nuview Trust Co CUST FBOPatrick Anthony Lepski IRA 150,000 — Janice Linn and Sigmund Pincus 25,000 — Total convertible notes payable $ 1,087,000 $ — |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable 2023 2022 New VPEG Note $ 3,868,726 $ 3,717,476 Total notes payable 3,868,726 3,717,476 Current portion of notes payable 3,868,726 3,717,476 Long term notes payable, net $ — $ — |
Schedule of future payments | Schedule of future payments 2024 $ 3,868,726 Total $ 3,868,726 |
Warrants for Stock (Tables)
Warrants for Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants For Stock | |
Schedule of warrants outstanding | Schedule of warrants outstanding Number of Shares Underlying Warrants Weighted Average Exercise Price Balance January 1, 2022 2,648,621 $ 1.51 Granted — $ — Exercised — $ — Canceled (391,327 ) $ 2.25 Balance December 31, 2022 2,257,294 $ 1.38 Granted — $ — Exercised — — Canceled (2,257,003 ) $ 2.25 Balance December 31, 2023 291 $ 9.50 |
Schedule of outstanding warrants for common stock | Schedule of outstanding warrants for common stock Warrants Outstanding Weighted Warrants Exercisable Range of Exercise Prices Number of Weighted Average Number of Weighted $ 4.94 13.30 291 $ 9.50 0.43 291 $ 9.50 291 291 The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2022: Warrants Outstanding Weighted Warrants Exercisable Range of Exercise Prices Number of Weighted Average Number of Weighted $ 4.94 13.30 2,027 $ 9.50 .78 2,027 $ 9.50 $ 0.75 3.51 2,255,267 $ 0.75 .33 2,255,267 $ 0.75 2,257,294 2,257,294 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Number of Weighted Aggregate Number of Weighted Outstanding at January 1, 2022 211,186 $ 2.15 — 211,186 $ 2.31 Granted at Fair Value — — — — — Exercised — — — — — Canceled — — — — — Outstanding at December 31, 2022 211,186 $ 2.15 $ — 211,186 $ 2.15 Granted at Fair Value — — — — — Exercised — — — — — Canceled — — — — — Outstanding at December 31, 2023 211,186 $ 2.15 $ — 211,186 $ 2.15 (1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at the balance sheet date. If the exercise price exceeds the market value, there is no intrinsic value. |
Schedule of information about stock options | Schedule of information about stock options Range of Exercise Prices Number of Weighted Weighted Aggregate Number Exercisable Weighted Aggregate $ 1.52 13.30 211,186 3.48 $ 2.15 $ — 211,186 $ 2.15 $ — The following table summarizes information about options outstanding at December 31, 2022: Range of Exercise Prices Number of Weighted Weighted Aggregate Number Exercisable Weighted Aggregate $ 1.52 13.30 211,186 4.48 $ 2.15 $ — 211,186 $ 2.15 $ — |
Schedule of non-vested stock options | Schedule of non-vested stock options Non-Vested Stock Options Options Weighted Non-Vested at December 31, 2022 — $ — Granted — $ — Vested — $ — Forfeited — $ — Non-Vested at December 31, 2023 — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of computation of net loss per common share – basic and diluted | Schedule of computation of net loss per common share – basic and diluted Years Ended 2023 2022 Numerator: Net loss $ (538,703 ) $ (321,484 ) Denominator Basic weighted average common shares outstanding 28,129,338 28,037,713 Effect of dilutive securities — — Diluted weighted average common shares outstanding 28,129,338 28,037,713 Net loss per common share Basic and diluted $ (0.02 ) $ (0.01 ) |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) | Dec. 31, 2023 |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 7 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 7 years |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Common Stock Shares Outstanding | 28,591,593 | 28,037,713 |
Common Stock Equivalents Outstanding | 211,477 | 2,468,480 |
Warrant [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Common Stock Equivalents Outstanding | 291 | 2,257,294 |
Equity Option [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Common Stock Equivalents Outstanding | 211,186 | 211,186 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Accumulated deficit | $ (99,776,605) | |
Working capital deficit | $ (4,217,011) | |
Capital raise up description | The Company plans to raise up to $4,000,000 within sixteen (16) months after the of the merger through a preferred equity financing (“Preferred Financing”). | |
Newly authorized shares | 67,796 | |
Convertible to shares | 67,796,610 | |
Cash equivalents | $ 0 | $ 0 |
Recognized revenue | 1,643,721 | 1,624,635 |
Allowance amount | $ 0 | $ 0 |
Weighted average number of common shares outstanding basic | 28,129,338 | 28,037,713 |
Two Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 70% | |
Three Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 78.20% | |
Three Customer [Member] | Total Revenues [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 52.70% | |
Four Customer [Member] | Total Revenues [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 70% |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | |||
Principal amount | $ 5,000,000 | ||
Interest rate | 5% | ||
Total amount | $ 983,000 | $ 983,000 | |
Notes receivable net | 983,000 | $ 0 | |
Allowance for credit losses | $ 0 |
Discontinued operations (Detail
Discontinued operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Total revenue | $ 1,643,721 | $ 1,624,635 |
Total cost of revenue | 693,615 | 903,598 |
Gross profit | 950,106 | 721,037 |
Operating expenses | 744,715 | 578,396 |
Income from operations | 205,391 | 142,641 |
Other income (expenses) | (158,477) | (128,693) |
Income before tax expense | 46,914 | 13,948 |
Tax expense | 2,065 | 0 |
Gain from operations of discontinued operations | $ 44,849 | $ 13,948 |
Discontinued operations (Deta_2
Discontinued operations (Details 1) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash and cash equivalents | $ 11,328 | $ 63,481 |
Accounts receivables, net | 251,233 | 163,196 |
Inventories, net | 17,256 | 32,269 |
Prepaid and other current assets | 9,588 | 9,080 |
Assets of discontinued operations, current | 289,405 | 268,026 |
Property, plant and equipment, net(1) | 64,608 | 162,343 |
Goodwill(2) | 145,149 | 145,149 |
Other intangible assets, net(2) | 79,071 | 96,323 |
Assets of discontinued operations, non-current | 288,828 | 403,815 |
Total assets | 578,233 | 671,841 |
Accounts payable | 35,992 | 85,711 |
Accrued and other short term liabilities | 6,080 | 12,268 |
Short term notes payable, net | 30,000 | 10,000 |
Current portion of long term notes payable | 18,127 | 15,589 |
Liabilities of discontinued operations, current | 90,199 | 123,568 |
Long term notes payable, net | 159,140 | 261,592 |
Liabilities of discontinued operations, non-current | 159,140 | 261,592 |
Total liabilities | $ 249,339 | $ 385,160 |
Discontinued operations (Deta_3
Discontinued operations (Details 2) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 792,109 | $ 792,109 |
Less -- accumulated depreciation | (727,501) | (629,766) |
Property, plant and equipment, net | 64,608 | 162,343 |
Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 464,047 | 464,047 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 285,991 | 285,991 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 23,408 | 23,408 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 18,663 | $ 18,663 |
Discontinued operations (Deta_4
Discontinued operations (Details 3) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Pro-Tech customer relationships | $ 129,680 | $ 129,680 |
Pro-Tech trademark | 42,840 | 42,840 |
Accumulated amortization & impairment | (93,448) | (76,196) |
Other intangible assets, net | $ 79,071 | $ 96,323 |
Discontinued operations (Deta_5
Discontinued operations (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 02, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Disposal group including discontinued operation commit to invest amount | $ 4,000,000 | ||
Depreciation expense for the discontinued operations | $ 97,735 | $ 151,854 | |
Discontinued operations of amortization of intangible assets | $ 17,252 | $ 17,252 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 2,612,000 | $ 2,576,000 |
Depreciation | (127,000) | (12,000) |
Equity based expenses | (261,000) | 261,000 |
Other | (19,000) | (23,000) |
Deferred taxes | 2,861,000 | 2,802,000 |
Valuation allowance | (2,861,000) | (2,802,000) |
Net deferred income tax assets | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal taxes at statutory rate | 21% | 21% |
Noncompulsory stock warrants | 15.30% | 0% |
State tax & other permanent items | 3.20% | 3.20% |
Change in state tax rate | 0% | (8.40%) |
Intangible impairment | 0% | 0% |
Change in valuation allowance | (8.90%) | (15.80%) |
Effective income tax rate | 0% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Tax Credit Carryforward [Line Items] | ||
Income taxes, description | Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. | |
Net operating loss carry forwards | $ 8,163,000 | |
Operating loss carry forwards, period | 20 years | |
Net operating loss, description | Combined with the Section 382 limitation, as of December 31, 2023 the Company has net operating losses available of approximately $8,954,000 which will expire in between 2028 and 2038, and $[*3,290,000] that will carryforward indefinitely. | |
Combined NOL | $ 12,244,000 | |
Deferred income tax assets and liabilities, percentage | 24.16% | |
Operating Loss Carry Forward [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carry forward | $ 100,000 | $ 250,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | $ 1,087,000 | $ 0 |
Flagstaff International, LLC [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 100,000 | 0 |
JLP Partners [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 50,000 | 0 |
Richard Ducharme [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 25,000 | 0 |
Lauri Benezra [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 50,000 | 0 |
KLH Holdings LLC [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 30,000 | 0 |
Patrick F. McCormick [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 50,000 | 0 |
Scott Chakmak & Tammy Forman [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 34,000 | 0 |
Blount Family Trust [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 10,000 | 0 |
Scott Hafertepe [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 20,000 | 0 |
Thomas & Christine Beck [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 25,000 | 0 |
Joel Schwartz [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 50,000 | 0 |
Mark Daly [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 50,000 | 0 |
Aaron Kvistro [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 20,000 | 0 |
Kenneth & Margaret Lewis [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 25,000 | 0 |
Cheryl & Bradley Breeden [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 30,000 | 0 |
Joel Schwartz Living Trust [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 50,000 | 0 |
Professional Installers [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 40,000 | 0 |
Paul Schmittling [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 12,000 | 0 |
Scott Chakmak & Tammy Forman1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 51,000 | 0 |
Brian & Jennifer Andrzejewski [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 10,000 | 0 |
Mathew& Betty Wolkow [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 15,000 | 0 |
Nuview Trust, CUST FBO Laurinda Fahey IRA [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 14,000 | 0 |
Nuview Trust Co CUST FBO John Fahey IRA [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 14,000 | 0 |
Nuview Trust Co CUST FBO Steven C White IRA [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 112,000 | 0 |
Nuview Trust Co CUST FBO Terry Lyon IRA [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 25,000 | 0 |
Nuview Trust Co CUST FBOPatrick Anthony Lepski IRA [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | 150,000 | 0 |
Janice Linn and Sigmund Pincus [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable | $ 25,000 | $ 0 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Jan. 02, 2024 | Dec. 19, 2023 | Aug. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||
Aggregate principal | $ 5,000,000 | ||||
Convertible notes payable | $ 1,087,000 | $ 0 | |||
Accrued interest | 10,619 | ||||
Convertible Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Percentage of convertible promissory notes | 5% | ||||
Aggregate principal | $ 5,000,000 | ||||
Convertible notes payable | $ 1,087,000 | ||||
Conversion price amount | $ 28,333,333 | ||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable | $ 145,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Total notes payable | $ 3,868,726 | $ 3,717,476 |
Current portion of notes payable | 3,868,726 | 3,717,476 |
Long term notes payable, net | 0 | 0 |
New VPEG Note [Member] | ||
Total notes payable | $ 3,868,726 | $ 3,717,476 |
Notes Payable (Details 1)
Notes Payable (Details 1) | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 3,868,726 |
Total | $ 3,868,726 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Outstanding balance | $ 3,868,726 | $ 3,717,476 |
Interest expense | 27,758 | 17,659 |
New VPEG Note [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Outstanding balance | 3,868,726 | 3,717,476 |
VPEG [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest expense | $ 13,750 | $ 15,200 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | Sep. 11, 2023 | Dec. 31, 2023 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||
Conversion price | $ 0.04 | ||
Total grant date fair value | $ 155,086 | ||
Share price | $ 0.28 | ||
Series D Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares | 20,000 | ||
Stated value, per share | $ 19.01615 | ||
Redeemed shares | 1,667 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Restricted common stock | 553,880 |
Warrants for Stock (Details)
Warrants for Stock (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares Underlying Warrants, Beginning balance | 2,257,294 | 2,648,621 |
Weighted average exercise price, Beginning balance | $ 1.38 | $ 1.51 |
Number of Shares Underlying Warrants, Granted | 0 | 0 |
Weighted average exercise price, Granted | $ 0 | $ 0 |
Number of Shares Underlying Warrants, Exercised | 0 | 0 |
Weighted average exercise price, Exercised | $ 0 | $ 0 |
Number of Shares Underlying Warrants, Canceled | (2,257,003) | (391,327) |
Weighted average exercise price, Canceled | $ 2.25 | $ 2.25 |
Number of Shares Underlying Warrants, Ending balance | 291 | 2,257,294 |
Weighted average exercise price, Ending balance | $ 9.50 | $ 1.38 |
Warrants for Stock (Details 1)
Warrants for Stock (Details 1) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Warrants Outstanding, Number of Shares Underlying Warrants | 291 | 2,257,294 | |
Warrants Outstanding, Weighted Average Exercise Price | $ 9.50 | $ 1.38 | $ 1.51 |
Warrants Exercisable, Number of Shares Underlying Warrants | 291 | 2,257,294 | |
Exercise Price $4.94 $13.30 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Range of Exercise Prices, Lower Limit | $ 4.94 | $ 4.94 | |
Range of Exercise Prices, UpperLimit | $ 13.30 | $ 13.30 | |
Warrants Outstanding, Number of Shares Underlying Warrants | 291 | 2,027 | |
Warrants Outstanding, Weighted Average Exercise Price | $ 9.50 | $ 9.50 | |
Weighted Average Remaining Contractual Life (in years) | 5 months 4 days | 9 months 10 days | |
Warrants Exercisable, Number of Shares Underlying Warrants | 291 | 2,027 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 9.50 | $ 9.50 | |
Exercise Price $0.75 $3.51 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Range of Exercise Prices, Lower Limit | 0.75 | ||
Range of Exercise Prices, UpperLimit | $ 3.51 | ||
Warrants Outstanding, Number of Shares Underlying Warrants | 2,255,267 | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 0.75 | ||
Weighted Average Remaining Contractual Life (in years) | 3 months 29 days | ||
Warrants Exercisable, Number of Shares Underlying Warrants | 2,255,267 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 0.75 |
Warrants for Stock (Details Nar
Warrants for Stock (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Warrant [Member] | ||
Aggregate intrinsic value | $ 0 | $ 0 |
Stock Options (Details)
Stock Options (Details) - Equity Option [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Offsetting Assets [Line Items] | |||
Number of options, outstanding beginning balance | 211,186 | 211,186 | |
Weighted average exercise price, Beginning balance | $ 2.15 | $ 2.15 | |
Aggregate intrinsic value, outstanding beginning balance | [1] | $ 0 | $ 0 |
Number of options exercisable, outstanding beginning balance | 211,186 | 211,186 | |
Weighted average fair value at date of grant, outstanding beginning balance | $ 2.15 | $ 2.31 | |
Number of options, granted at fair value | 0 | 0 | |
Weighted average exercise price, granted at fair value | $ 0 | $ 0 | |
Aggregate intrinsic value, granted at fair value | [1] | $ 0 | |
Number of options exercisable, granted at fair value | 0 | 0 | |
Weighted average fair value at date of grant, granted at fair value | $ 0 | $ 0 | |
Number of options, exercised | 0 | 0 | |
Weighted average exercise price, exercised | $ 0 | $ 0 | |
Aggregate intrinsic value, exercised | [1] | $ 0 | $ 0 |
Number of options exercisable, exercised | 0 | 0 | |
Weighted average fair value at date of grant, exercised | $ 0 | $ 0 | |
Number of options, canceled | 0 | 0 | |
Weighted average exercise price, canceled | $ 0 | $ 0 | |
Aggregate intrinsic value, canceled | [1] | $ 0 | $ 0 |
Number of options exercisable, canceled | 0 | 0 | |
Weighted average fair value at date of grant, canceled | $ 0 | $ 0 | |
Number of options, outstanding ending balance | 211,186 | 211,186 | |
Weighted average exercise price, Ending balance | $ 2.15 | $ 2.15 | |
Aggregate intrinsic value, outstanding ending balance | [1] | $ 0 | $ 0 |
Number of options exercisable, outstanding ending balance | 211,186 | 211,186 | |
Weighted average fair value at date of grant, outstanding ending balance | $ 2.15 | $ 2.15 | |
[1]The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at the balance sheet date. If the exercise price exceeds the market value, there is no intrinsic value. |
Stock Options (Details 1)
Stock Options (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Option [Member] | |||
Number of shares options | 211,186 | 211,186 | 211,186 |
Weighted average exercise price | $ 2.15 | $ 2.15 | $ 2.15 |
Number of shares exercisable | 211,186 | 211,186 | 211,186 |
Equity Option [Member] | Range of Exercise Prices [Member] | |||
Number of shares options | 211,186 | 211,186 | |
Weighted average remaining contractual life (Years) | 3 years 5 months 23 days | 4 years 5 months 23 days | |
Weighted average exercise price | $ 2.15 | $ 2.15 | |
Aggregate intrinsic value | $ 0 | $ 0 | |
Number of shares exercisable | 211,186 | 211,186 | |
Weighted average exercise price of exercisable options | $ 2.15 | $ 2.15 | |
Aggregate Intrinsic Value One [Member] | Range of Exercise Prices [Member] | |||
Aggregate intrinsic value | $ 0 | $ 0 | |
Minimum [Member] | Equity Option [Member] | Range of Exercise Prices [Member] | |||
Range of exercise prices | $ 1.52 | $ 1.52 | |
Maximum [Member] | Equity Option [Member] | Range of Exercise Prices [Member] | |||
Range of exercise prices | $ 13.30 | $ 13.30 |
Stock Options (Details 2)
Stock Options (Details 2) - Equity Option [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Offsetting Assets [Line Items] | |
Options, non-vested at beginning balance | shares | 0 |
Weighted average grant date fair value, non-vested at beginning balance | $ / shares | $ 0 |
Options, granted | shares | 0 |
Weighted average grant date fair value, granted | $ / shares | $ 0 |
Options, vested | shares | 0 |
Weighted average grant date fair value, vested | $ / shares | $ 0 |
Options, forfeited | shares | 0 |
Weighted average grant date fair value, forfeited | $ / shares | $ 0 |
Options, non-vested at ending balance | shares | 0 |
Weighted average grant date fair value, non-vested at ending balance | $ / shares | $ 0 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Option [Member] | ||
Offsetting Assets [Line Items] | ||
General and administrative expense | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 4,710 | $ 4,734 |
Commitments and contingencies, description | The Company’s office space in Austin, Texas is leased on a month-to-month basis, and the lease agreement for the Pro-Tech facility in Oklahoma County, Oklahoma is cancellable at any time by giving notice of 90 days. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Apr. 10, 2018 | Mar. 24, 2023 | Sep. 03, 2021 | Jan. 31, 2021 | Oct. 30, 2020 |
Visionary Private Equity Group I, LP [Member] | New Debt Agreement [Member] | Amendment [Member] | |||||
Related Party Transaction [Line Items] | |||||
Increase in the loan amount | $ 3,000,000 | ||||
Visionary Private Equity Group I, LP [Member] | New Debt Agreement [Member] | Second Amendment [Member] | |||||
Related Party Transaction [Line Items] | |||||
Increase in the loan amount | $ 3,500,000 | ||||
Visionary Private Equity Group I, LP [Member] | New Debt Agreement [Member] | Third Amendment [Member] | |||||
Related Party Transaction [Line Items] | |||||
Increase in the loan amount | $ 4,000,000 | ||||
Visionary Private Equity Group I, LP [Member] | Investor [Member] | Settlement Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding indebtedness | $ 1,410,200 | ||||
Warrant to purchase shares in shares | 1,880,267 | ||||
Exercise price | $ 0.75 | ||||
Sale of stock, price per share | $ 0.75 | ||||
Shared based compensation | $ 11,281,602 | ||||
Visionary Private Equity Group I, LP [Member] | Investor [Member] | New Debt Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | ||||
Debt instrument original issue discount | 10% | ||||
Conversion price per share | $ 0.75 | ||||
Inspire Diagnostics [Member] | |||||
Related Party Transaction [Line Items] | |||||
Short-term advance | $ 33,500 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss | $ (538,703) | $ (321,484) |
Denominator | ||
Basic weighted average common shares outstanding | 28,129,338 | 28,037,713 |
Effect of dilutive securities | $ 0 | $ 0 |
Diluted weighted average common shares outstanding | 28,129,338 | 28,037,713 |
Net loss per common share | ||
Net loss per common share, Basic | $ (0.02) | $ (0.01) |
Net loss per common share, Diluted | $ (0.02) | $ (0.01) |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Antidilutive shares | 211,477 | 2,468,480 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jan. 02, 2024 | Dec. 31, 2023 | Jan. 12, 2024 | Jan. 11, 2024 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Newly authorized shares | 67,796 | ||||
Convertible to shares | 67,796,610 | ||||
Common stock authorized | 300,000,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock authorized | 2,000,000,000 | ||||
Exercisable price | $ 0.059 | ||||
Issued warrants | 101,194,144 | ||||
H2 Energy Group Inc [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares cancelled and converted | 418,822,708 | ||||
Issuance of shares during closing | 243,000,000 | ||||
Common stock issued and outstanding percentage | 81% | ||||
Common stock shares received | 7,866,034 | ||||
Prefunded warrant shares received | 43,095,923 | ||||
Common stock price per share | $ 0.000001 | ||||
Prefunded warrants price per share | $ 0.000001 | ||||
Additional raise in capital | $ 4,000,000 | ||||
Capital raise effective period | 16 months | ||||
Newly authorized shares | 67,796 | ||||
Convertible to shares | 67,796,610 | ||||
Common stock authorized | 300,000,000 | ||||
Issuance of common stock shares received | 418,822,708 | ||||
H2 Energy Group Inc [Member] | Subsequent Event [Member] | Investors [Member] | |||||
Subsequent Event [Line Items] | |||||
Private placement financing | $ 1,087,000 | ||||
H2 Energy Group Inc [Member] | Subsequent Event [Member] | Victory Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shared to be issued | 175,822,708 | ||||
VPEG [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of common stock shares received | 50,961,957 | ||||
Exercisable price | $ 0.000001 | ||||
Pro Tech Hardbanding Services Inc [Member] | Subsequent Event [Member] | Financing Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Commit to invest in equity | $ 4,000,000 |