Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Nov. 12, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | VICTORY OILFIELD TECH, INC. | |
Entity Central Index Key | 0000700764 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Incorporation State Country Code | NV | |
Entity File Number | 002-76219-NY | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 28,037,713 | |
Entity Interactive Data Current | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 146,938 | $ 76,746 |
Accounts receivables, net | 410,382 | 399,325 |
Inventory | 45,148 | 62,575 |
Prepaid and other current assets | 86,541 | 109,889 |
Total current assets | 689,009 | 648,535 |
Property, plant and equipment | 721,983 | 721,983 |
Accumulated depreciation | (147,370) | (106,316) |
Property, plant and equipment, net | 574,613 | 615,667 |
Goodwill | 145,149 | 145,149 |
Other intangible assets, net | 2,960,194 | 3,025,331 |
Total Assets | 4,368,965 | 4,434,682 |
Current Liabilities | ||
Accounts payable | 670,158 | 700,234 |
Accrued and other short term liabilities | 56,364 | 118,130 |
Short term notes payable, net | 804,622 | 867,484 |
Short term notes payable - affiliate, net | 1,347,400 | 1,115,400 |
Total current liabilities | 2,878,544 | 2,801,248 |
Long term notes payable, net | 388,501 | 436,770 |
Total long term liabilities | 388,501 | 436,770 |
Total Liabilities | 3,267,045 | 3,238,018 |
Stockholders' Equity | ||
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,037,713 shares and 28,037,713 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 28,038 | 28,038 |
Receivable for stock subscription | (245,000) | (245,000) |
Additional paid-in capital | 95,609,162 | 95,584,164 |
Accumulated deficit | (94,290,288) | (94,170,546) |
Total stockholders' equity | 1,101,920 | 1,196,664 |
Total Liabilities and Stockholders' Equity | 4,368,965 | 4,434,682 |
Preferred Series D stock | ||
Stockholders' Equity | ||
Preferred stock, value | $ 8 | $ 8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 28,037,713 | 28,037,713 |
Common stock, outstanding | 28,037,713 | 28,037,713 |
Preferred Series D stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 8,333 | 8,333 |
Preferred stock, shares outstanding | 8,333 | 8,333 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Total revenue | $ 545,104 | |
Total cost of revenue | 262,645 | |
Gross profit | 282,459 | |
Operating expenses | ||
Selling, general and administrative | 350,847 | 427,387 |
Depreciation and amortization | 66,394 | 193 |
Total operating expenses | 417,241 | 427,580 |
Loss from operations | (134,782) | (427,580) |
Other expense | ||
Interest expense | (44,918) | (58,316) |
Total other income/(expense) | (44,918) | (58,316) |
Loss from continuing operations before tax benefit | (179,700) | (485,896) |
Tax benefit | ||
Loss from continuing operations | (179,700) | (485,896) |
Income from discontinued operations | 59,958 | 49,086 |
Loss applicable to common stockholders | $ (119,742) | $ (436,810) |
Basic and diluted | ||
Loss per share from continuing operations | $ (0.01) | $ (0.08) |
Income/(loss) per share from discontinued operations | 0 | 0.01 |
Loss per share, basic and diluted | $ (0.01) | $ (0.07) |
Weighted average shares, basic and diluted | 28,037,713 | 5,903,454 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (119,742) | $ (436,810) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of intangible assets | 89,775 | |
Depreciation | 41,054 | 193 |
Share-based compensation | 24,998 | 25,000 |
Change in operating assets and liabilities: | ||
Accounts receivable | (11,057) | |
Inventory | 17,427 | |
Prepaid and other current assets | 23,348 | 6,750 |
Accounts payable | (30,076) | (109,947) |
Accrued and other short term liabilities | (61,766) | 18,326 |
Accrued interest on short term notes payable - affiliate | 46,700 | |
Net cash used in operating activities | (26,039) | (449,788) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of furniture and fixtures | ||
Net cash provided by (used in) investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt financing proceeds - affiliate | 232,000 | 467,000 |
Principal payments on debt financing | (135,769) | |
Contributions - affiliate | 55,000 | |
Redemption of preferred stock | (76,271) | |
Net cash provided by financing activities | 96,231 | 445,729 |
Net change in cash and cash equivalents | 70,192 | (4,059) |
Beginning cash and cash equivalents | 76,746 | 24,383 |
Ending cash and cash equivalents | 146,938 | 20,324 |
Cash paid for: | ||
Interest | 10,905 | |
Non-cash investing and financing activities: | ||
Accrued interest and amortization of debt discount | $ 34,013 | $ 58,316 |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity (Unaudited) - USD ($) | Common Stock $0.001 Par Value | Receivable for Stock Subscription | Additional Paid In Capital | Accumulated Deficit | Preferred B $0.001 Par Value | Preferred C $0.001 Par Value | Preferred D $0.001 Par Value | Total |
Beginning balance, shares at Dec. 31, 2017 | 5,206,174 | 800,000 | 180,000 | 18,333 | ||||
Beginning balance at Dec. 31, 2017 | $ 5,206 | $ (4,800,000) | $ 87,552,737 | $ (66,861,036) | $ 800 | $ 180 | $ 18 | $ 15,897,905 |
Stock subscription receivable write-off | 4,745,000 | (4,745,000) | ||||||
Share based compensation | 25,000 | 25,000 | ||||||
Stock subscription receivable receipt | 55,000 | 55,000 | ||||||
Preferred Series C conversion | $ 940 | (760) | $ (180) | |||||
Preferred Series C conversion, shares | 940,270 | (180,000) | ||||||
Preferred Series D redemptions | (95,076) | $ (5) | (95,081) | |||||
Preferred Series D redemptions, shares | (5,000) | |||||||
Adjustment for immaterial difference | 18,809 | 18,809 | ||||||
Loss attributable to common stockholders | (436,810) | (436,810) | ||||||
Ending balance, shares at Mar. 31, 2018 | 6,146,444 | 800,000 | 13,333 | |||||
Ending balance at Mar. 31, 2018 | $ 6,146 | 82,755,710 | (67,297,846) | $ 800 | $ 13 | 15,464,823 | ||
Beginning balance, shares at Dec. 31, 2018 | 28,037,713 | 8,333 | ||||||
Beginning balance at Dec. 31, 2018 | $ 28,038 | (245,000) | 95,584,164 | (94,170,546) | $ 8 | 1,196,664 | ||
Share based compensation | 24,998 | 24,998 | ||||||
Loss attributable to common stockholders | (119,742) | (119,742) | ||||||
Ending balance, shares at Mar. 31, 2019 | 28,037,713 | 8,333 | ||||||
Ending balance at Mar. 31, 2019 | $ 28,038 | $ (245,000) | $ 95,609,162 | $ (94,290,288) | $ 8 | $ 1,101,920 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization and nature of operations Victory Oilfield Tech, Inc. ("Victory"), a Nevada corporation, is an oilfield technology products company offering patented oil and gas drilling products designed to improve well performance and extend the lifespan of the industry's most sophisticated and expensive equipment. 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. See Note 3, Pro-Tech Acquisition Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Victory for all periods presented and the accounts of Pro-Tech for periods occurring after the date of acquisition. All significant intercompany transactions and accounts between Victory and Pro-Tech (together, the "Company") have been eliminated. The preparation of the Company's financial statements is in conformity with U.S. generally accepted accounting principles ("GAAP"), which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of the Company's management, the unaudited interim financial information contained herein includes all normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2019, and the results of its operations and cash flows for the three months ended March 31, 2019 and 2018. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the full year or any future periods. Going Concern Historically the Company has experienced, and the Company continues to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date of issuance of the condensed consolidated financial statements. The condensed consolidated financial statements do not reflect any adjustments that might result if the Company was unable to continue as a going concern. The Company anticipates that operating losses will continue in the near term as management continues efforts to leverage the Company's intellectual property through the platform provided by the acquisition of Pro-Tech and, potentially, other acquisitions. The Company intends to meet near-term obligations through funding under the New VPEG Note (See Note 4, Related Party Transactions In addition to increasing cash flow from operations, we will be required to obtain other liquidity resources in order to support ongoing operations. We are addressing this need by developing additional capital sources, which we believe will enable us to execute our recapitalization and growth plan. This plan includes the expansion of Pro-Tech's core hardbanding business through additional drilling services and the development of additional products and services including wholesale materials, RFID enclosures and mid-pipe coating solutions. Based upon anticipated new sources of capital, and ongoing near-term funding provided through the New VPEG Note, 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. Capital Resources During the three months ended March 31, 2019, the Company received loan proceeds of $232.000 from VPEG through the New VPEG Note to provide funding for operations. As of October 31, 2020 and for the foreseeable future the Company expects to cover operating shortfalls, if any, with funding through the New VPEG Note. As of October 31, 2020, the remaining amount available for the Company for additional borrowings on the New VPEG Note was approximately $515,000. In addition, during 2019, the Company extended the maturity date of the Kodak Note. See Note 8, Notes Payable Subsequent Events, During 2018, the Company converted several related party debt instruments to equity. See Note 4, Related Party Transactions |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers The Company has 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 three months ended March 31, 2019 and 2018, all of the Company's revenue was recognized from contracts with oilfield operators, and the Company did not recognize impairment losses on any receivables or contract assets. 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. Due to historically very low uncollectible balances and no specific indications of current uncollectibility, the Company has not recorded an allowance for doubtful accounts at March 31, 2019. If the financial conditions of Pro-Tech's customers were to deteriorate or if general economic conditions were to worsen, additional allowances may be required in the future. As of March 31, 2019, three customers comprised 37% of the Company's gross accounts receivables. 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 condensed consolidated balance sheets and any gain or loss is included in Other income/(expense) in the condensed consolidated statement of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 years Office equipment 5 - 7 years Computer hardware and software 7 years 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. We perform an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To date, an impairment of goodwill has not been recorded. The Company's Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. See Note 3, Pro-Tech Acquisition The Company's contract-based intangible assets include an agreement to sublicense certain patents belonging to Armacor Victory Ventures, LLC (the "AVV Sublicense") and a license (the "Trademark License") to the trademark of a proprietary coating technology. The contract-based intangible assets have useful lives of approximately 11 years for the AVV Sublicense and 15 years for the Trademark License. With the initiation of a multi-year strategy plan involving synergies between the acquisition of Pro-Tech and the Company's existing intellectual property, the Company has begun to use the economic benefits of its intangible assets, and therefore began amortization of its intangible assets on a straight-line basis over the useful lives indicated above beginning July 31, 2018, the effective date of the Pro-Tech acquisition. See Note 7, Goodwill and Other Intangible Assets 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 condensed 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 condensed 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 March 31, 2019 and December 31, 2018, respectively. The weighted average number of common shares outstanding was 28,037,713 and 5,903,454, respectively, at March 31, 2019 and March 31, 2018. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive. |
Pro-Tech Acquisition
Pro-Tech Acquisition | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Pro-Tech Acquisition | 3. Pro-Tech Acquisition On July 31, 2018, the Company entered into a stock purchase agreement (the "Purchase Agreement") to purchase 100% of the issued and outstanding common stock of Pro-Tech, a hardbanding service provider servicing Oklahoma Texas, Kansas, Arkansas, Louisiana, and New Mexico. The Company believes that the acquisition of Pro-Tech will create opportunities to leverage its existing portfolio of intellectual property to fulfill its mission of operating as a technology-focused oilfield services company. In exchange for the outstanding common stock of Pro-Tech, Victory agreed to pay consideration of approximately $1,386,000, comprised of the following: (i) a total of $500,000 in cash at closing, including $150,000 previously deposited into escrow; (ii) 11,000 shares of the Company's common stock valued at $0.75 per share; (iii) $264,078 in cash on the 60th day following the closing date, and (iv) a zero-coupon note payable with discounted value of $614,223 at the date of acquisition (for further information, see Note 8, Notes Payable The fair value of customer relationships and trademarks is provisional pending determination of final valuation of those assets. The Company believes the methodology and estimates utilized to determine the net tangible assets and intangible assets are reasonable. Net tangible assets acquired, at fair value $ 1,068,905 Intangible assets acquired: - Customer relationships 129,680 Trademark 42,840 Goodwill 145,148 Total purchase price $ 1,386,573 The following table summarizes the components of the net tangible assets acquired, at fair value: Cash and cash equivalents $ 203,883 Accounts receivable 264,078 Inventories 54,364 Property and equipment 678,361 Deferred tax liability (87,470 ) Other assets and liabilities, net (44,311 ) Net tangible assets acquired $ 1,068,905 Pro-Tech's results of operations subsequent to the July 31, 2018 acquisition date are included in the Company's condensed consolidated financial statements. The below unaudited combined pro-forma financial data of Victory and Pro-Tech reflects results of operations as though the companies had been combined as of the beginning of each of the periods presented. Three Months Ended March 31, 2018 Pro forma revenue $ 542,626 Pro forma net loss $ 354,976 ) Pro forma net loss per share (basic and diluted) $ (0.06 ) This unaudited pro-forma combined financial data is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the merger had taken place at the beginning of each of the periods presented. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Settlement Agreement 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 under the VPEG Note, the Company issued to VPEG 1,880,267 shares of its common stock and a five-year warrant to purchase 1,880,267 shares of its common stock at an exercise price of $0.75 per share, to be reduced to the extent the actual price per share in a proposed future private placement (the "Proposed Private Placement") is less than $0.75. The Company recorded share based compensation of $11,281,602 in connection with the Settlement Agreement. 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 under a secured convertible original issue discount promissory note (the "New VPEG Note"). Any loan made pursuant to the New VPEG Note will reflect a 10% original issue discount, will not bear interest in addition to the original issue discount, will be secured by a security interest in all of the Company's assets, and at the option of VPEG will be convertible into shares of the Company's common stock at a conversion price equal to $0.75 per share or, such lower price as shares of Common Stock are sold to investors in the Proposed Private Placement. On October 30, 2020, the Company and VPEG amended the New Debt Agreement. See Note 8, Notes Payable Subsequent Events, VPEG Note 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 reflects an original issue discount of $50,000 such that the principal amount of the VPEG Note is $550,000, notwithstanding the fact that the loan is in the amount of $500,000. The VPEG Note does not bear any interest in addition to the original issue discount, matures on September 1, 2017, and is secured by a security interest in all of the Company's assets. On October 11, 2017, the Company and VPEG entered into an amendment to the VPEG Note, pursuant to which the parties agreed (i) to increase the loan amount to $565,000, (ii) to increase the principal amount of the VPEG Note to $621,500, reflecting an original issue discount of $56,500, (iii) to extend the maturity date to November 30, 2017 and (iv) that VPEG will have the option, but not the obligation, to loan the Company up to an additional $250,000 under the VPEG Note. On January 17, 2018, the Company and VPEG entered into a second amendment to the VPEG Note, pursuant to which the parties agreed (i) to extend the maturity date to a date that is five business days following VPEG's written demand for payment on the VPEG Note; (ii) that VPEG will have the option but not the obligation to loan the Company additional amounts under the VPEG Note; and (iii) that, in the event that VPEG exercises its option to convert the note into shares of common stock at any time after the maturity date and prior to payment in full of the principal amount of the VPEG Note, the Company shall issue to VPEG a five year warrant to purchase a number of additional shares of common stock equal to the number of shares issuable upon such conversion, at an exercise price of $1.52 per share. VPEG Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the "VPEG Settlement Agreement") with VPEG, pursuant to which all obligations of the Company to VPEG to repay indebtedness for borrowed money (other than the VPEG Note), which totaled approximately $873,409.64, was converted into approximately 110,000 shares of Series C Preferred Stock. Pursuant to the VPEG Settlement Agreement, the 12% unsecured six-month promissory note was repaid in full and terminated, but VPEG retained the common stock purchase warrant. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 940,272 shares of common stock. Navitus Energy Corp Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the "Navitus Settlement Agreement") with Dr. Ronald Zamber and Mr. Greg Johnson, an affiliate of Navitus Energy Group ("Navitus"), pursuant to which all obligations of the Company to Dr. Zamber and Mr. Johnson to repay indebtedness for borrowed money, which totaled approximately $520,800, was converted into approximately 65,591 shares of Series C Preferred Stock, approximately 46,700 shares of which were issued to Dr. Zamber and approximately 18,891 shares of which were issued to Mr. Johnson. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 342,633 shares of common stock, with 243,948 shares issued to Dr. Zamber and 98,685 shares issued to Mr. Johnson. Insider Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the "Insider Settlement Agreement") with Dr. Ronald Zamber and Mrs. Kim Rubin Hill, the wife of Kenneth Hill, the Company's then Chief Executive Officer and Chief Financial Officer, pursuant to which all obligations of the Company to Dr. Zamber and Mrs. Hill to repay indebtedness for borrowed money, which totaled approximately $35,000, was converted into approximately 4,408 shares of Series C Preferred Stock, approximately 1,889 shares of which were issued to Dr. Zamber and approximately 2,519 shares of which were issued to Mrs. Hill. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 23,027 shares of common stock, with 9,869 shares issued to Dr. Zamber and 13,158 shares issued to Mrs. Hill. Transaction Agreement On August 21, 2017, the Company entered into a transaction agreement (the "Transaction Agreement") with Armacor Victory Ventures, LLC, a Delaware limited liability company ("AVV"), pursuant to which AVV (i) granted to the Company a worldwide, perpetual, royalty free, fully paid up and exclusive sublicense to all of AVV's owned and licensed intellectual property for use in the Oilfield Services industry, except for a tubular solutions company headquartered in France, and (ii) agreed to contribute to the Company $5,000,000 (the "Cash Contribution"), in exchange for which the Company issued 800,000 shares of its newly designated Series B Convertible Preferred Stock. To date, AVV has contributed a total of $255,000 to the Company. In connection with the Transaction Agreement, on August 21, 2017 we entered into (i) an exclusive sublicense agreement with AVV, or the AVV Sublicense, pursuant to which AVV granted the License to us, and (ii) a trademark license agreement, or the Trademark License, with Liquidmetal Coatings Enterprises, LLC ("LMCE"), an affiliate of AVV, pursuant to which LMCE granted a license for the Liquidmetal® Coatings Products and Armacor® trademarks and service marks to us in accordance with a mutually agreeable supply agreement. See Note 13, Subsequent Events, McCall Settlement Agreement On August 21, 2017, in connection with the Transaction Agreement, the Company entered into a settlement agreement and mutual release with David McCall, the former general counsel and former director of Victory (the "McCall Settlement Agreement"), pursuant to which all obligations of the Company to David McCall to repay indebtedness related to payment for legal services rendered by David McCall, which totaled $380,323 including accrued interest, was converted into 20,000 shares of the Company's newly designated Series D Preferred Stock. During the twelve months ended December 31, 2017, the Company did not redeem any shares of Series D Preferred Stock. During the twelve months ended December 31, 2018, the Company redeemed 16,666 shares of Series D Preferred Stock for cash payments of $316,942. Supplementary Agreement On April 10, 2018, the Company and AVV entered into a supplementary agreement (the "Supplementary Agreement") to address breaches or potential breaches under the Transaction Agreement, including AVV's failure to contribute the full amount of the Cash Contribution. Pursuant to the Supplementary Agreement, the Series B Convertible Preferred Stock issued under the Transaction Agreement was canceled and, in lieu thereof, the Company issued to AVV 20,000,000 shares of its common stock (the "AVV Shares"). The Supplementary Agreement contains certain covenants by AVV, including a covenant that AVV will use its best efforts to help facilitate approval of a proposed $7 million private placement of the Company's common stock at a price per share of $0.75, which will include 50% warrant coverage at an exercise price of $0.75 per share (the "Proposed Private Placement"), and that AVV will invest a minimum of $500,000 in the Proposed Private Placement. On April 23, 2018, the Company filed a Certificate of Withdrawal with the Nevada Secretary of State to withdraw the designation of the Series B Convertible Preferred Stock and return such shares to undesignated preferred stock of the Company. Consulting Fees During the three months ended March 31, 2019 and 2018, the Company paid $10,000 and $30,000 respectively, in consulting fees to Kevin DeLeon, a director of the Company. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | 5. Discontinued operations On August 21, 2017, the Company entered into a divestiture agreement with Navitus, which was amended on September 14, 2017 (the "Divestiture Agreement"). Pursuant to the Divestiture Agreement, the Company agreed to divest and transfer its 50% ownership interest in Aurora Energy Partners ("Aurora") to Navitus, which owned the remaining 50% interest, in consideration for a release from Navitus of all of the Company's obligations under the second amended partnership agreement, dated October 1, 2011, between the Company and Navitus, including, without limitation, obligations to return to Navitus investors their accumulated deferred capital, deferred interest and related allocations of equity. Closing of the Divestiture Agreement was subject to customary closing conditions and certain other specific conditions, including the issuance of 4,382,872 shares of the Company's common stock to Navitus and the payment or satisfaction by the Company of all indebtedness or other liabilities of Aurora, totaling approximately $1.2 million. Closing of the Divestiture Agreement was completed on December 13, 2017, and the Company issued 4,382,872 shares of common stock to Navitus on December 14, 2017. Aurora's revenues, related expenses and loss on disposal are components of "income (loss) from discontinued operations" in the condensed consolidated statements of operations. The condensed consolidated statement of cash flows is reported on a consolidated basis without separately presenting cash flows from discontinued operations for all periods presented. Results from discontinued operations were as follows. Three Months Ended 2019 2018 Net income from discontinued operations before tax benefit 59,958 49,086 Tax benefit - - Net income from discontinued operations 59,958 49,086 Loss on disposal of discontinued operations, net of tax - - Income (loss) from discontinued operations, net of tax $ 59,958 $ 49,086 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | 6. Property, plant and equipment Property, plant and equipment, at cost, consisted of the following: March 31, December 31, 2019 2018 Trucks $ 350,299 $ 350,299 Welding equipment 285,991 285,991 Office equipment 23,408 23,408 Machinery and equipment 18,663 18,663 Furniture and equipment 12,768 12,768 Computer hardware 8,663 8,663 Computer software 22,191 22,191 Total property, plant and equipment, at cost 721,983 721,983 Less -- accumulated depreciation (147,370 ) (106,316 ) Property, plant and equipment, net $ 574,613 $ 615,667 Depreciation expense for the three months ended March 31, 2019 and 2018 was $41,054 and $193, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 7. Goodwill and Other Intangible Assets The Company recorded $65,137 and $0.00 of amortization of intangible assets for the three and months ended March 31, 2019 and 2018, respectively. The following table shows intangible assets other than goodwill and related accumulated amortization as of March 31, 2019 and December 31, 2018. March 31, 2019 December 31, 2018 AVV sublicense $ 11,330,000 $ 11,330,000 Trademark license 6,030,000 6,030,000 Non-compete agreements 270,000 270,000 Pro-Tech customer relationships 129,680 129,680 Pro-Tech trademark 42,839 42,839 Accumulated amortization and impairment (14,842,325 ) (14,777,188 ) Other intangible assets, net $ 2,960,194 $ 3,025,331 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | 8. Notes Payable Rogers Note In February 2015, the Company entered into an 18% Contingent Promissory Note in the amount of $250,000 with Louise H. Rogers (the "Rogers Note"), in connection with a proposed business combination with Lucas Energy Inc. Subsequent to the issuance of the Rogers Note, the Company and Louise H. Rogers entered into an agreement (the "Rogers Settlement Agreement") to terminate the Rogers Note with a lump sum payment of $258,125 to be made on or before July 15, 2015. The Company's failure to make the required payment resulted in default interest on the amount due accruing at a rate of $129 per day. On October 17, 2018, the Company entered into a settlement agreement with Louise H. Rogers (the "New Rogers Settlement Agreement"), pursuant to which the amount owed by the Company under the Rogers Settlement Agreement was reduced to a $375,000 principal balance, which accrues interest at the rate of 5% per annum. A gain of $11,198, or $0.00 per share, was recorded in Other income on the Company's consolidated statements of operations for the twelve months ended December 31, 2018 in connection with the New Rogers Settlement Agreement. The New Rogers Settlement Agreement is being repaid through 24 equal monthly installments of approximately $16,607 per month beginning January 2019. The Company also agreed to reimburse Louise H. Rogers for attorney fees in the amount of $7,686, to be paid on or before November 10, 2018, and to reimburse Louise H. Rogers for additional attorney fees incurred in connection with the New Rogers Settlement Agreement. In connection with the New Rogers Settlement Agreement, the Company agreed to pay Sharon E. Conway, the attorney for Louise H. Rogers, a total of $26,616 in three equal installment payments of $8,872, the first of which was paid in November 2018 and the last of which was paid in February 2019. The amount due pursuant to the Rogers Settlement Agreement, including accrued interest, was $348,754 at March 31, 2019. Of this amount, $199,288 is reported in Short term notes payable, net and $149,466 is reported in Long term notes payable, net on the Company's condensed consolidated balance sheets. At December 31, 2018, the amount due pursuant to the Rogers Settlement Agreement, including accrued interest, was $398,576. Of this amount, $199,288 is reported in Short term notes payable, net and $199,288 is reported in Long term notes payable, net on the Company's consolidated balance sheets. The Company recorded interest expense of $3,231 and $0.00 related to the New Rogers Settlement Agreement for the three months ended March 31, 2019 and 2018, respectively. Kodak Note On July 31, 2018, the Company entered into a loan agreement to fund the acquisition of Pro-Tech with Kodak Brothers Real Estate Cash Flow Fund, LLC, a Texas limited liability company ("Kodak"), pursuant to which the Company borrowed $375,000 from Kodak under a 10% secured convertible promissory note maturing March 31, 2019, with an option to extend maturity to June 30, 2019 (the "Kodak Note"). See Note 13, Subsequent Events, for further information. Pursuant to the issuance of the Kodak Note, the Company issued to an affiliate of Kodak a five-year warrant to purchase 375,000 shares of the Company's common stock with an exercise price of $0.75 per share (the "Kodak Warrants"). The grant date fair value of the Kodak Warrants was recorded as a discount of approximately $37,000 on the Kodak Note and will be amortized into interest expense using a method consistent with the interest method. The Company amortized $13,916 and $0.00 related to the Kodak Note for the three months ended March 31, 2019 and 2018, respectively. The Company recorded interest expense of $18,750 and $0.00 related to the Kodak Note for the three months ended March 31, 2019 and 2018, respectively. Matheson Note In connection with the Purchase Agreement (see Note 3, Pro-Tech Acquisition The Company recorded interest expense of $10,722 and $0.00 related to the Matheson Note for the three months ended March 31, 2019 and 2018, respectively. New VPEG Note See Note 4, Related Party Transactions The Company recorded interest expense of $0.00 and $0.00 related to the New VPEG Note for the three months ended March 31, 2019 and 2018, respectively. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | 9. Stock Options For the three months ended March 31, 2019 and 2018, the Company did not grant stock awards to directors, officers, or employees. As of March 31, 2019, the total unrecognized share-based compensation balance for unvested options, net of expected forfeitures, was $140,778 and is expected to be amortized over a weighted-average period of 2.0 years. The Company recognized share-based compensation expense from stock options of $25,000 and $25,000 for the three months ended March 31, 2019 and 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies We are 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, and the Company is not actively involved in any ongoing litigation as of the date of this report. Rent expense for the three months ended March 31, 2019 and 2018 was $3,000 and $10,500, respectively. The Company's office space is leased on a month-to-month basis, and as such there are no future annual minimum payments as of March 31, 2019 and 2018, respectively. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 11. Segment and Geographic Information The Company has one reportable segment: Hardband Services. Hardband Services provides various hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars. All Hardband Services revenue is generated in the United States, and all assets related to Hardband Services are located in the United States. Because the Company operates with only one reportable segment in one geographical area, there is no supplementary revenue or asset information to present. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net Loss Per Share Basic loss per share is computed using the weighted average number of common shares outstanding at March 31, 2019 and 2018, respectively. Diluted loss per share reflects the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Basic and diluted weighted average number of common shares outstanding was 28,037,713 and 821,588 for the three months ended March 31, 2019 and 2018, respectively. The following table sets forth the computation of net loss per common share – basic and diluted: Three Months Ended 2019 2018 Numerator: Net loss $ (119,742 ) $ (436,810 ) Denominator Basic weighted average common shares outstanding 28,037,713 5,903,454 Effect of dilutive securities - - Diluted weighted average common shares outstanding 28,037,713 5,903,454 Net loss per common share Basic (0.00 ) (0.07 ) Diluted (0.00 ) (0.07 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events During the period of April 1, 2019 through October 31, 2020 the Company received additional loan proceeds of $1,216,500 from VPEG. On April 1, 2019, the Company elected to extend the maturity date of the Kodak Note from March 31, 2019 to June 30, 2019, and paid an extension fee of $9,375 in connection with this extension. On July 10, 2019, the Company entered into an Extension and Modification Agreement with Kodak (the "Kodak Extension"), under which the terms of the Kodak Note were amended as follows: (i) the maturity date was extended to September 30, 2019, (ii) the interest rate was increased to 15% beginning July 1, 2019, with a prepayment of interest in the amount of $14,063 for the period from July through September 2019 made upon execution of the Kodak Extension, and (iii) an extension fee of $14,063 was paid to Kodak upon execution of the Kodak Extension. On October 21, 2019, the Company, Kodak and Pro-Tech entered into a Second Extension and Modification Agreement, effective September 30, 2019, pursuant to which the maturity date of the Kodak Note was extended from September 30, 2019 to December 20, 2019, and the interest rate was increased from 15% to 17.5%. Upon the execution of the Second Extension and Modification Agreement, we paid to Kodak interest on the Loan for the fourth quarter of 2019 in the amount of $11,059.03, and an extension fee in the amount of $14,062.50. The Company agreed to: (i) pay a total of $12,500.00 to Kodak and its manager, which represents due diligence fees; (ii) pay to Kodak and its manager a total of $27,500, which represents $25,000 of loan monitoring fees and $2,500 of loan extension fees; (iii) on or before October 31, 2019, pay to Kodak the sum of $125,000, as a payment of principal, and the Company will incur a late of $5,000 for every seven (7) days (or portion thereof) that the balance remains unpaid after October 31, 2019; (iv) on or before November 29, 2019, pay to Kodak the sum of $125,000, as a payment of principal, and the Company will incur a late fees of $5,000 for every seven (7) days (or portion thereof) that the balance remains unpaid after November 29, 2019; and (v) on or before December 30, 2019, the Company will pay to Kodak any unpaid and/or outstanding balances owed on the Note. If the Note and any late fees, other fees, interest, or principal is not paid in full by December 30, 2019, the Company will pay to Kodak $25,000 as liquidated damages. As of January 10, 2020, VPEG, on behalf of the Company, has paid in full all amounts due in connection with the Kodak Note. The November 29, 2019 payment was not paid timely and therefore Victory incurred a $5,000 penalty. The December 30, 2019 payment was not paid timely and accordingly Victory incurred penalties of $45,000 and interest of $9,076. Effective September 1, 2020, the Company and AVV have mutually agreed to terminate the AVV Sublicense Agreement and Trademark License. Since the date of the Transaction Agreement, the Company has not realized any revenue from products or services related to the AVV Sublicense Agreement or Trademark License. Also effective September 1, 2020, the Company and LMCE have agreed to terminate the supply and services agreement dated September 6, 2019 although the Company continues to purchase and utilize the products of LMCE. The Company is evaluating its business strategy in light of the current conditions of the national and global oil and gas markets. 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 to cover advances from VPEG through October 30, 2020 and the Company's working capital needs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers The Company has 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 three months ended March 31, 2019 and 2018, all of the Company's revenue was recognized from contracts with oilfield operators, and the Company did not recognize impairment losses on any receivables or contract assets. 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. Due to historically very low uncollectible balances and no specific indications of current uncollectibility, the Company has not recorded an allowance for doubtful accounts at March 31, 2019. If the financial conditions of Pro-Tech's customers were to deteriorate or if general economic conditions were to worsen, additional allowances may be required in the future. As of March 31, 2019, three customers comprised 37% of the Company's gross accounts receivables. |
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 condensed consolidated balance sheets and any gain or loss is included in Other income/(expense) in the condensed consolidated statement of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 years Office equipment 5 - 7 years Computer hardware and software 7 years |
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. We perform an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To date, an impairment of goodwill has not been recorded. The Company's Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. See Note 3, Pro-Tech Acquisition The Company's contract-based intangible assets include an agreement to sublicense certain patents belonging to Armacor Victory Ventures, LLC (the "AVV Sublicense") and a license (the "Trademark License") to the trademark of a proprietary coating technology. The contract-based intangible assets have useful lives of approximately 11 years for the AVV Sublicense and 15 years for the Trademark License. With the initiation of a multi-year strategy plan involving synergies between the acquisition of Pro-Tech and the Company's existing intellectual property, the Company has begun to use the economic benefits of its intangible assets, and therefore began amortization of its intangible assets on a straight-line basis over the useful lives indicated above beginning July 31, 2018, the effective date of the Pro-Tech acquisition. See Note 7, Goodwill and Other Intangible Assets |
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 condensed 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 condensed 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 March 31, 2019 and December 31, 2018, respectively. The weighted average number of common shares outstanding was 28,037,713 and 5,903,454, respectively, at March 31, 2019 and March 31, 2018. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of the related assets | Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 years Office equipment 5 - 7 years Computer hardware and software 7 years |
Pro-Tech Acquisition (Tables)
Pro-Tech Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of methodology and estimates utilized to determine the net tangible assets and intangible assets | Net tangible assets acquired, at fair value $ 1,068,905 Intangible assets acquired: - Customer relationships 129,680 Trademark 42,840 Goodwill 145,148 Total purchase price $ 1,386,573 |
Schedule of components of net tangible assets acquired, at fair value | Cash and cash equivalents $ 203,883 Accounts receivable 264,078 Inventories 54,364 Property and equipment 678,361 Deferred tax liability (87,470 ) Other assets and liabilities, net (44,311 ) Net tangible assets acquired $ 1,068,905 |
Schedule of unaudited combined pro-forma financial data | Three Months Ended March 31, 2018 Pro forma revenue $ 542,626 Pro forma net loss $ 354,976 ) Pro forma net loss per share (basic and diluted) $ (0.06 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations | Three Months Ended 2019 2018 Net income from discontinued operations before tax benefit 59,958 49,086 Tax benefit - - Net income from discontinued operations 59,958 49,086 Loss on disposal of discontinued operations, net of tax - - Income (loss) from discontinued operations, net of tax $ 59,958 $ 49,086 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | March 31, December 31, 2019 2018 Trucks $ 350,299 $ 350,299 Welding equipment 285,991 285,991 Office equipment 23,408 23,408 Machinery and equipment 18,663 18,663 Furniture and equipment 12,768 12,768 Computer hardware 8,663 8,663 Computer software 22,191 22,191 Total property, plant and equipment, at cost 721,983 721,983 Less -- accumulated depreciation (147,370 ) (106,316 ) Property, plant and equipment, net $ 574,613 $ 615,667 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets and related accumulated amortization | March 31, 2019 December 31, 2018 AVV sublicense $ 11,330,000 $ 11,330,000 Trademark license 6,030,000 6,030,000 Non-compete agreements 270,000 270,000 Pro-Tech customer relationships 129,680 129,680 Pro-Tech trademark 42,839 42,839 Accumulated amortization and impairment (14,842,325 ) (14,777,188 ) Other intangible assets, net $ 2,960,194 $ 3,025,331 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of computation of net loss per common share basic and diluted | Three Months Ended 2019 2018 Numerator: Net loss $ (119,742 ) $ (436,810 ) Denominator Basic weighted average common shares outstanding 28,037,713 5,903,454 Effect of dilutive securities - - Diluted weighted average common shares outstanding 28,037,713 5,903,454 Net loss per common share Basic (0.00 ) (0.07 ) Diluted (0.00 ) (0.07 ) |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Organization and Basis of Presentation (Textual) | |
Capital resources, description | The Company received loan proceeds of $232.000 from VPEG through the New VPEG Note to provide funding for operations. As of October 31, 2020 and for the foreseeable future the Company expects to cover operating shortfalls, if any, with funding through the New VPEG Note. As of October 31, 2020, the remaining amount available for the Company for additional borrowings on the New VPEG Note was approximately $515,000. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Welding equipment, Trucks, Machinery and equipment [Member] | |
Useful Life | 5 years |
Office equipment [Member] | Maximum [Member] | |
Useful Life | 7 years |
Office equipment [Member] | Minimum [Member] | |
Useful Life | 5 years |
Computer hardware and software [Member] | |
Useful Life | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Summary of Significant Accounting Policies (Textual) | |||
Useful life of contract-based intangible assets | 10 years | ||
Revenue from contract | $ 545,104 | ||
Weighted average number of common shares outstanding | 28,037,713 | 5,903,454 | |
Three Customer [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Percentage of Company's gross accounts receivables | 37.00% | ||
AVV Sublicense [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Useful life of contract-based intangible assets | 11 years | ||
Trademark License [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Useful life of contract-based intangible assets | 15 years |
Pro-Tech Acquisition (Details)
Pro-Tech Acquisition (Details) | Jul. 31, 2018USD ($) |
Business Combinations [Abstract] | |
Net tangible assets acquired, at fair value | $ 1,068,905 |
Intangible assets acquired: | |
Customer relationships | 129,680 |
Trademark | 42,840 |
Goodwill | 145,148 |
Total purchase price | $ 1,386,573 |
Pro-Tech Acquisition (Details 1
Pro-Tech Acquisition (Details 1) | Jul. 31, 2018USD ($) |
Business Combinations [Abstract] | |
Cash and cash equivalents | $ 203,883 |
Accounts receivable | 264,078 |
Inventories | 54,364 |
Property and equipment | 678,361 |
Deferred tax liability | (87,470) |
Other assets and liabilities, net | (44,311) |
Net tangible assets acquired | $ 1,068,905 |
Pro-Tech Acquisition (Details 2
Pro-Tech Acquisition (Details 2) | 3 Months Ended |
Mar. 31, 2018USD ($)$ / shares | |
Business Combinations [Abstract] | |
Pro forma net revenue | $ 542,626 |
Pro forma net loss | $ (354,976) |
Pro forma net loss per share (basic and diluted) | $ / shares | $ (0.06) |
Pro-Tech Acquisition (Details T
Pro-Tech Acquisition (Details Textual) | 1 Months Ended |
Jul. 31, 2018USD ($)$ / sharesshares | |
Pro-Tech Acquisition (Textual) | |
Percentage of voting interest acquired | 100.00% |
Purchase consideration | $ 1,386,000 |
Cash payment | 500,000 |
Escrow deposit | $ 150,000 |
Number of shares issued in consideration | shares | 11,000 |
Share price | $ / shares | $ 0.75 |
Zero-coupon note payable | $ 614,223 |
Cash | $ 264,078 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 10, 2018 | Oct. 11, 2017 | Jan. 24, 2018 | Aug. 21, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jan. 17, 2018 |
Related Party Transactions (Textual) | ||||||||
Share based compensation | $ 24,998 | $ 25,000 | ||||||
Supplementary Agreement [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Cash contribution for shares | $ 7,000,000 | |||||||
Shares issued in sale (in shares) | 20,000,000 | |||||||
Stock price (in dollars per share) | $ 0.75 | |||||||
Warrant coverage, percent | 50.00% | |||||||
Minimum investment in Proposed Private Placement | $ 500,000 | |||||||
Series D Preferred Stock [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Redeemed shares | 16,666 | |||||||
Cash payments | $ 316,942 | |||||||
VPEG Note [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Note principal amount | $ 250,000 | |||||||
Maturity date | Nov. 30, 2017 | |||||||
VPEG Settlement Agreement [Member] | Series C Preferred Stock [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Common stock, shares | 940,272 | |||||||
Insider Settlement Agreement [Member] | Affiliated Entity [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Amount borrowed from related party | $ 35,000 | |||||||
Insider Settlement Agreement [Member] | Affiliated Entity [Member] | Series C Preferred Stock [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Debt converted to shares in settlement (in shares) | 23,027 | 4,408 | ||||||
Visionary Private Equity Group I, LP [Member] | VPEG Note [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Note principal amount | $ 621,500 | $ 550,000 | ||||||
Warrant exercise price | $ 1.52 | |||||||
Original issue discount | 56,500 | 50,000 | ||||||
Amount borrowed from related party | $ 565,000 | $ 500,000 | ||||||
Visionary Private Equity Group I, LP [Member] | VPEG Settlement Agreement [Member] | Series C Preferred Stock [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Share price | 110,000 | |||||||
Kevin DeLeon [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Consulting Fees | $ 10,000 | $ 30,000 | ||||||
Navitus Energy Group [Member] | Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Amount borrowed from related party | $ 520,800 | |||||||
Navitus Energy Group [Member] | Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | Series C Preferred Stock [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Debt converted to shares in settlement (in shares) | 342,633 | 65,591 | ||||||
Ron Zamber [Member] | Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | Series C Preferred Stock [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Debt converted to shares in settlement (in shares) | 243,948 | 46,700 | ||||||
Ron Zamber [Member] | Insider Settlement Agreement [Member] | Affiliated Entity [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Debt converted to shares in settlement (in shares) | 9,869 | 1,889 | ||||||
Greg Johnson [Member] | Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | Series C Preferred Stock [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Debt converted to shares in settlement (in shares) | 98,685 | 18,891 | ||||||
Rim Rubin Hill [Member] | Insider Settlement Agreement [Member] | Affiliated Entity [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Debt converted to shares in settlement (in shares) | 13,158 | 2,519 | ||||||
Armacor [Member] | Private Placement [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Sale of stock, consideration receivable on transaction | $ 5,000,000 | |||||||
Cash contribution for shares | $ 255,000 | |||||||
Armacor [Member] | Series C Preferred Stock [Member] | Private Placement [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Shares issued in sale (in shares) | 800,000 | |||||||
McCall Law Firm [Member] | McCall Settlement Agreement [Member] | Affiliated Entity [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Amount borrowed from related party | $ 380,323 | |||||||
McCall Law Firm [Member] | McCall Settlement Agreement [Member] | Affiliated Entity [Member] | Series D Preferred Stock [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Debt converted to shares in settlement (in shares) | 20,000 | |||||||
Visionary Private Equity Group I, LP [Member] | Investor [Member] | Loan Agreement Amendment [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Amount borrowed from related party | 1,410,200 | |||||||
Visionary Private Equity Group I, LP [Member] | Investor [Member] | New Debt Agreement [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Maximum borrowing capacity | $ 2,000,000 | |||||||
Debt conversion price (in dollars per share) | $ 0.75 | |||||||
Original issue debt discount | 10.00% | |||||||
Visionary Private Equity Group I, LP [Member] | Investor [Member] | Issue of Warrants [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Warrant exercise price | $ 0.75 | |||||||
Shares issued in sale (in shares) | 1,880,267 | |||||||
Stock price (in dollars per share) | $ 0.75 | |||||||
Number of shares called by warrants (in shares) | 1,880,267 | |||||||
Share based compensation | $ 11,281,602 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income (loss) from discontinued operations, net of tax | $ 59,958 | $ 49,086 |
Discontinued operations [Member] | Aurora Energy Partners [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net income from discontinued operations before tax benefit | 59,958 | 49,086 |
Tax benefit | ||
Net income from discontinued operations | 59,958 | 49,086 |
Loss on disposal of discontinued operations, net of tax | ||
Income (loss) from discontinued operations, net of tax | $ 59,958 | $ 49,086 |
Discontinued Operations (Deta_2
Discontinued Operations (Details Textual) - shares | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Aug. 21, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Common stock, issued (in shares) | 28,037,713 | 28,037,713 | |
Divestiture Agreement, description | The issuance of 4,382,872 shares of the Company’s common stock to Navitus and the payment or satisfaction by the Company of all indebtedness or other liabilities of Aurora, totaling approximately $1.2 million. Closing of the Divestiture Agreement was completed on December 13, 2017, and the Company issued 4,382,872 shares of common stock to Navitus on December 14, 2017. | ||
Navitus [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Noncontrolling ownership percentage of subsidiary | 50.00% | ||
Navitus [Member] | Aurora Energy Partners [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Noncontrolling ownership percentage of subsidiary | 50.00% |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 721,983 | $ 721,983 |
Less -- accumulated depreciation | (147,370) | (106,316) |
Property, plant and equipment, net | 574,613 | 615,667 |
Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 350,299 | 350,299 |
Welding 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 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 12,768 | 12,768 |
Computer hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 8,663 | 8,663 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 22,191 | $ 22,191 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment (Textual) | ||
Depreciation expense | $ 41,054 | $ 193 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Intangible assets and related accumulated amortization | ||
AVV sublicense | $ 11,330,000 | $ 11,330,000 |
Trademark license | 6,030,000 | 6,030,000 |
Non-compete agreements | 270,000 | 270,000 |
Pro-Tech customer relationships | 129,680 | 129,680 |
Pro-Tech trademark | 42,839 | 42,839 |
Accumulated amortization and impairment | (14,842,325) | (14,777,188) |
Other intangible assets, net | $ 2,960,194 | $ 3,025,331 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Other Intangible Assets (Textual) | ||
Amortization of intangible assets | $ 65,137 | $ 0 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Nov. 10, 2018 | Oct. 17, 2018 | Jul. 31, 2018 | Feb. 28, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jul. 15, 2015 | |
Notes Payable (Textual) | ||||||||
Short term notes payable | $ 804,622 | $ 867,484 | ||||||
Long term notes payable | 388,501 | 436,770 | ||||||
Rogers Settlement Agreement [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Interest expense | $ 3,231 | $ 0 | ||||||
Settlement agreement, description | The New Rogers Settlement Agreement is being repaid through 24 equal monthly installments of approximately $16,607 per month beginning January 2019. The Company also agreed to reimburse Louise H. Rogers for attorney fees in the amount of $7,686, to be paid on or before November 10, 2018, and to reimburse Louise H. Rogers for additional attorney fees incurred in connection with the New Rogers Settlement Agreement. | |||||||
Louise H. Rogers [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Principal amount | $ 375,000 | |||||||
Collaboration agreement, settlement agreement, total settlement payments due | $ 258,125 | |||||||
Accrued interest, percentage | 5.00% | |||||||
Gain on other income | $ 11,198 | |||||||
Other income per share | $ 0 | |||||||
Attorney fees | $ 7,686 | |||||||
Settlement agreement, description | In connection with the New Rogers Settlement Agreement, the Company agreed to pay Sharon E. Conway, the attorney for Louise H. Rogers, a total of $26,616 in three equal installment payments of $8,872, the first of which was paid in November 2018 and the last of which was paid in February 2019. | |||||||
Louise H. Rogers [Member] | Rogers Settlement Agreement [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Accrued interest | $ 348,754 | 398,576 | ||||||
Short term notes payable | 199,288 | 199,288 | ||||||
Long term notes payable | 149,466 | 199,288 | ||||||
Louise H. Rogers [Member] | Lucas Energy Inc [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Stated interest rate | 18.00% | |||||||
Notes payable | $ 250,000 | |||||||
Interest on the amount due | $ 129 | |||||||
New VPEG Note [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Interest expense | 0 | 0 | ||||||
Outstanding balance amount | 1,347,400 | $ 1,410,200 | ||||||
Matheson Note [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Interest expense | $ 10,722 | 0 | ||||||
Purchase agreement, description | In connection with the Purchase Agreement (see Note 3, Pro-Tech Acquisition, for further information), the Company is required to make a series of eight quarterly payments of $87,500 each beginning October 31, 2018 and ending July 31, 2020 to Stewart Matheson, the seller of Pro-Tech (the “Matheson Note”). The Company is treating this obligation as a 12% zero-coupon note, with amounts falling due in less than one year included in Short-term notes payables and the remainder included in Long-term notes payable on the Company’s condensed consolidated balance sheets. The discount is being amortized into interest expense on a method consistent with the interest method. | |||||||
Kodak Note [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Interest expense | $ 18,750 | 0 | ||||||
Stated interest rate | 10.00% | |||||||
Principal amount | $ 375,000 | |||||||
Number of shares called by warrants (in shares) | 375,000 | |||||||
Warrant exercise price (in dollars per share) | $ 0.75 | |||||||
Amortized of interest expense | $ 37,000 | $ 13,916 | $ 0 |
Stock Options (Details)
Stock Options (Details) - Equity Option [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Unrecognized share-based compensation value | $ 140,778 | |
Amortized weighted-average period | 2 years | |
Compensation expense related to stock options | $ 25,000 | $ 25,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Commitments and Contingencies (Textual) | ||
Rent expense | $ 3,000 | $ 10,500 |
Segment and Geographic Inform_2
Segment and Geographic Information (Details) | 12 Months Ended |
Dec. 31, 2019instalment | |
Segment Reporting [Abstract] | |
Number of geographical area | 1 |
Number of reportable segment | 1 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net loss | $ (119,742) | $ (436,810) |
Denominator | ||
Basic weighted average common shares outstanding | 28,037,713 | 5,903,454 |
Effect of dilutive securities | ||
Diluted weighted average common shares outstanding | 28,037,713 | 5,903,454 |
Net loss per common share | ||
Basic | $ 0 | $ (0.07) |
Diluted | $ 0 | $ (0.07) |
Net Loss Per Share (Details Tex
Net Loss Per Share (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net Loss Per Share (Textual) | ||
Basic and diluted weighted average number of common shares outstanding | 28,037,713 | 821,588 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 15 Months Ended | |||
Oct. 30, 2020 | Oct. 21, 2019 | Jul. 10, 2019 | Apr. 01, 2019 | Sep. 30, 2020 | |
Extension fee | $ 9,375 | ||||
Maturity date, description | The Company elected to extend the maturity date of the Kodak Note from March 31, 2019 to June 30, 2019 | ||||
Forecast [Member] | |||||
Extension and Modification Agreemen, description | Pursuant to which the maturity date of the Kodak Note was extended from September 30, 2019 to December 20, 2019, and the interest rate was increased from 15% to 17.5%. Upon the execution of the Second Extension and Modification Agreement, we paid to Kodak interest on the Loan for the fourth quarter of 2019 in the amount of $11,059.03, and an extension fee in the amount of $14,062.50. The Company agreed to: (i) pay a total of $12,500.00 to Kodak and its manager, which represents due diligence fees; (ii) pay to Kodak and its manager a total of $27,500, which represents $25,000 of loan monitoring fees and $2,500 of loan extension fees; (iii) on or before October 31, 2019, pay to Kodak the sum of $125,000, as a payment of principal, and the Company will incur a late of $5,000 for every seven (7) days (or portion thereof) that the balance remains unpaid after October 31, 2019; (iv) on or before November 29, 2019, pay to Kodak the sum of $125,000, as a payment of principal, and the Company will incur a late fees of $5,000 for every seven (7) days (or portion thereof) that the balance remains unpaid after November 29, 2019; and (v) on or before December 30, 2019, the Company will pay to Kodak any unpaid and/or outstanding balances owed on the Note. If the Note and any late fees, other fees, interest, or principal is not paid in full by December 30, 2019, the Company will pay to Kodak $25,000 as liquidated damages. As of January 10, 2020, VPEG, on behalf of the Company, has paid in full all amounts due in connection with the Kodak Note. The November 29, 2019 payment was not paid timely and therefore Victory incurred a $5,000 penalty. The December 30, 2019 payment was not paid timely and accordingly Victory incurred penalties of $45,000 and interest of $9,076. | The Company entered into an Extension and Modification Agreement with Kodak (the "Kodak Extension"), under which the terms of the Kodak Note were amended as follows: (i) the maturity date was extended to September 30, 2019, (ii) the interest rate was increased to 15% beginning July 1, 2019, with a prepayment of interest in the amount of $14,063 for the period from July through September 2019 made upon execution of the Kodak Extension, and (iii) an extension fee of $14,063 was paid to Kodak upon execution of the Kodak Extension. | |||
Forecast [Member] | ]Subsequent Event [Member] | |||||
Additional loan amount | $ 1,216,500 | ||||
Forecast [Member] | VPEG Note [Member] | |||||
Loan amount | $ 3,000,000 |