Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 09, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | VICTORY OILFIELD TECH, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 28,037,713 | |
Amendment Flag | false | |
Entity Central Index Key | 0000700764 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 002-76219-NY | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 375,333 | $ 17,076 |
Accounts receivables, net | 238,557 | 510,226 |
Other Receivables | 122,432 | 62,432 |
Inventory | 42,984 | 50,053 |
Prepaid and other current assets | 136,854 | 115,939 |
Total current assets | 916,160 | 755,726 |
Property, plant and equipment, net | 423,248 | 479,906 |
Goodwill | 145,149 | 145,149 |
Other intangible assets, net | 139,453 | 148,079 |
Deposits | 1,750 | |
Total Assets | 1,625,760 | 1,528,860 |
Current Liabilities | ||
Accounts payable | 601,584 | 719,011 |
Short term advance from shareholder | 185,150 | 185,150 |
Accrued and other short term liabilities | 155,960 | 176,593 |
Short term notes payable, net | 183,570 | 703,377 |
Short term notes payable - affiliate, net | 2,750,476 | 1,978,900 |
Total current liabilities | 3,876,740 | 3,763,031 |
Long term notes payable, net | 325,800 | |
Total long term liabilities | 325,800 | |
Total Liabilities | 4,202,540 | 3,763,031 |
Stockholders’ Equity | ||
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 8,333 shares and 8,333 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 8 | 8 |
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,037,713 shares and 28,037,713 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 28,038 | 28,038 |
Receivable for stock subscription | (245,000) | (245,000) |
Additional paid-in capital | 95,734,164 | 95,684,164 |
Accumulated deficit | (98,093,990) | (97,701,381) |
Total stockholders’ equity | (2,576,780) | (2,234,171) |
Total Liabilities and Stockholders’ Equity | $ 1,625,760 | $ 1,528,860 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 28,037,713 | 28,037,713 |
Common stock, shares outstanding | 28,037,713 | 28,037,713 |
Preferred Series D Stock | ||
Preferred stock, par value (in Dollars per share) | $ 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Total revenue | $ 365,296 | $ 584,035 | $ 587,654 | $ 1,129,139 |
Total cost of revenue | 177,660 | 289,573 | 343,552 | 552,218 |
Gross profit | 187,636 | 294,462 | 244,102 | 576,921 |
Operating expenses | ||||
Selling, general and administrative | 275,372 | 392,381 | 574,596 | 738,916 |
Depreciation and amortization | 4,855 | 61,994 | 9,357 | 132,701 |
Total operating expenses | 280,227 | 454,375 | 583,953 | 871,617 |
Loss from operations | (92,591) | (159,913) | (339,851) | (294,696) |
Other expense | ||||
Interest expense | (26,969) | (76,977) | (52,758) | (121,895) |
Total other expense | (26,969) | (76,977) | (52,758) | (121,895) |
Loss from continuing operations | (119,560) | (236,890) | (392,609) | (416,591) |
Income from discontinued operations | 6,536 | 66,494 | ||
Loss applicable to common stockholders | $ (119,560) | $ (230,354) | $ (392,609) | $ (350,097) |
Basic and diluted: | ||||
Loss per share from continuing operations (in Dollars per share) | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Income (loss) per share from discontinued operations (in Dollars per share) | 0 | 0 | ||
Loss per share, basic and diluted (in Dollars per share) | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Weighted average shares, basic and diluted (in Shares) | 28,037,713 | 28,037,713 | 28,037,713 | 28,037,713 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (392,609) | $ (350,097) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization | 30,070 | 211,929 |
Depreciation | 66,416 | 82,022 |
Share-based compensation | 50,000 | 50,000 |
Change in operating assets and liabilities: | ||
Accounts receivable | 211,669 | (49,320) |
Inventory | 7,069 | (2,349) |
Prepaids and other assets | (22,665) | (56,796) |
Accounts payable | (117,427) | (12,639) |
Accrued and other short term liabilities | (20,633) | |
Accrued interest on short term notes payable - affiliate | (24,511) | |
Net cash used in operating activities | (188,110) | (151,761) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in fixed assets | (9,758) | |
Net cash provided by (used in) investing activities | (9,758) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt financing proceeds - affiliate | 771,576 | 436,000 |
Principal payments on debt financing | (541,251) | (271,868) |
Short term advance from shareholder | 10,150 | |
Long term note payable proceeds | 325,800 | |
Net cash provided by financing activities | 556,125 | 174,282 |
Net change in cash and cash equivalents | 358,257 | 22,521 |
Beginning cash and cash equivalents | 17,076 | 76,746 |
Ending cash and cash equivalents | 375,333 | 99,267 |
Cash paid for: | ||
Interest | $ 7,570 | $ 13,250 |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity (Unaudited) - USD ($) | Common Stock $0.001 Par Value | Preferred D $0.001 Par Value | Receivable for Stock Subscription | Additional Paid In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 28,038 | $ 8 | $ (245,000) | $ 95,584,164 | $ (94,170,546) | $ 1,196,664 |
Balance (in Shares) at Dec. 31, 2018 | 28,037,713 | 8,333 | ||||
Share based compensation | 50,000 | 50,000 | ||||
Loss attributable to common stockholders | (350,097) | (350,097) | ||||
Balance at Jun. 30, 2019 | $ 28,038 | $ 8 | (245,000) | 95,634,164 | (94,520,643) | 896,567 |
Balance (in Shares) at Jun. 30, 2019 | 28,037,713 | 8,333 | ||||
Balance at Mar. 31, 2019 | $ 28,038 | $ 8 | (245,000) | 95,609,162 | (94,290,288) | 1,101,920 |
Balance (in Shares) at Mar. 31, 2019 | 28,037,713 | 8,333 | ||||
Share based compensation | 25,002 | 25,002 | ||||
Loss attributable to common stockholders | (230,354) | (230,354) | ||||
Balance at Jun. 30, 2019 | $ 28,038 | $ 8 | (245,000) | 95,634,164 | (94,520,643) | 896,567 |
Balance (in Shares) at Jun. 30, 2019 | 28,037,713 | 8,333 | ||||
Balance at Dec. 31, 2019 | $ 28,038 | $ 8 | (245,000) | 95,684,164 | (97,701,381) | (2,234,171) |
Balance (in Shares) at Dec. 31, 2019 | 28,037,713 | 8,333 | ||||
Share based compensation | 50,000 | 50,000 | ||||
Loss attributable to common stockholders | (392,609) | (392,609) | ||||
Balance at Jun. 30, 2020 | $ 28,038 | $ 8 | (245,000) | 95,734,165 | (98,093,991) | (2,576,780) |
Balance (in Shares) at Jun. 30, 2020 | 28,037,713 | 8,333 | ||||
Balance at Mar. 31, 2020 | $ 28,038 | $ 8 | (245,000) | 95,709,165 | (97,974,431) | (2,482,220) |
Balance (in Shares) at Mar. 31, 2020 | 28,037,713 | 8,333 | ||||
Share based compensation | 25,000 | 25,000 | ||||
Loss attributable to common stockholders | (119,560) | (119,560) | ||||
Balance at Jun. 30, 2020 | $ 28,038 | $ 8 | $ (245,000) | $ 95,734,165 | $ (98,093,991) | $ (2,576,780) |
Balance (in Shares) at Jun. 30, 2020 | 28,037,713 | 8,333 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [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. Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Victory and Pro-Tech for all periods presented. 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 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 June 30, 2020 and December 31, 2019, and the results of its operations and cash flows for the three and six months ended June 30, 2020 and 2019. The results reported in these 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 consolidated financial statements. The 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 9, 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. While management believes our plans 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 During the six months ended June 30, 2020, the Company received loan proceeds of $771,576 from VPEG through the New VPEG Note. As of the date of this report and for the foreseeable future the Company expects to cover operating shortfalls, if any, with funding through the New VPEG Note while we enact our strategy to become a technology-focused oilfield services company and seek additional sources of capital. As of the date of this report, the remaining amount available for the Company for additional borrowings on the New VPEG Note was approximately $277,324. The Company is actively seeking additional capital from VPEG and potential sources of equity and/or debt financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies 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 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 and six months ended June 30, 2020 and 2019, all of the Company’s revenue was recognized from contracts with oilfield operators. See Note 10 “ 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. 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 June 30, 2020. 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 June 30, 2020, 3 customers comprised 78% of the Company’s gross accounts receivables and 4 customers comprised 87% of the Company’s total revenue. 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 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 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. We perform an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. We have determined that the Company is comprised of one reporting unit at June 30, 2020 and December 31, 2019, and the goodwill balances of $145,149 are included in the single reporting unit. To date, an impairment of goodwill has not been recorded. For the year ended December 31, 2019, we bypassed the qualitative assessment, and proceeded directly to the quantitative test for goodwill impairment. The Company’s Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. The Company’s other intangible assets are comprised of contract-based and marketing-related intangible assets, as well as acquisition-related intangibles. Acquisition-related intangibles include the value of Pro-Tech’s trademark and customer relationships, both of which are being amortized over their expected useful lives of 10 years beginning August 2018. The Company’s contract-based intangible assets at June 30, 2019 included 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 had useful lives of approximately 11 years for the AVV Sublicense and 15 years for the Trademark License. The Company began 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. However, during 2019, the Company determined that the AVV Sublicense and the Trademark License were unlikely to produce future cash flows and, accordingly, those intangible assets were written down to zero. PPP Loans The Company accounts for loans issued pursuant to the Paycheck Protection Program of the U.S. Small Business Administration as debt. The Company will continue to record the PPP Note as debt until either (1) the PPP Note is partially or entirely forgiven and the Company has been legally released, at which point the amount forgiven will be recorded as income or (2) the Company pays off the PPP Note. See Note 6, Notes Payable 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 7, Stockholders’ Equity 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 June 30, 2020 and December 31, 2019, respectively. The weighted average number of common shares outstanding was 28,037,713 and 28,037,713, respectively, at June 30, 2020 and June 30, 2019. 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. Recently Adopted Accounting Standards On October 1, 2019, we adopted Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” , |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | 3. 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 consolidated statements of operations. The 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 Six Months Ended 2020 2019 2020 2019 Net income from discontinued operations before tax benefit $ - $ 6,536 $ - $ 66,494 Tax benefit - - - - Net income from discontinued operations - 6,536 - 66,494 Loss on disposal of discontinued operations, net of tax - - - - Income (loss) from discontinued operations, net of tax $ - $ 6,536 $ - $ 66,494 |
Property, plant and equipment
Property, plant and equipment | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | 4. Property, plant and equipment Property, plant and equipment, at cost, consisted of the following: June 30, December 31, Trucks $ 360,056 $ 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 12,767 Computer hardware 8,663 8,663 Computer software 22,191 22,191 Total property, plant and equipment, at cost 731,740 721,983 Less -- accumulated depreciation (308,492 ) (242,077 ) Property, plant and equipment, net $ 423,248 $ 479,906 Depreciation expense for the three months ended June 30, 2020 and 2019 was $33,479 and $41,054, respectively. Depreciation expense for the six months ended June 30, 2020 and 2019 was $66,416 and $82,022, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 5. Goodwill and Other Intangible Assets The Company recorded $4,313 and $60,824 of amortization of intangible assets for the three months ended June 30, 2020 and 2019, respectively. The Company recorded $8,626 and $121,648 of amortization of intangible assets for the six months ended June 30, 2020 and 2019, respectively. The following table shows intangible assets other than goodwill and related accumulated amortization as of June 30, 2020 and December 31, 2019. June 30, December 31, Pro-Tech customer relationships 129,680 129,680 Pro-Tech trademark 42,840 42,840 Accumulated amortization and impairment (33,067 ) (24,441 ) Other intangible assets, net $ 139,453 $ 148,079 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable Paycheck Protection Program Loan On April 15, 2020, the Company received loan proceeds in the amount of $168,800 under the Paycheck Protection Program (the “PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) and administered by the U.S. Small Business Administration (the “SBA”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The unsecured loan (the “PPP Loan”) is evidenced by a promissory note (the “PPP Note”) issued by the Company, dated April 14, 2020, in the principal amount of $168,800 with Arvest Bank. Under the terms of the PPP Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0% per annum with a deferral of payments for the first seven months. The term of the PPP Note is two years, though it may be payable sooner in connection with an event of default under the PPP Note. To the extent the amount of the PPP Loan is not forgiven under the PPP, the Company will be obligated to make equal monthly payments of principal and interest beginning after a seven-month deferral period provided in the PPP Note and through April 14, 2022. The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, the Company may apply for forgiveness for all or a part of the PPP Loan. The amount of PPP Loan proceeds eligible for forgiveness is based on a formula that takes into account a number of factors, including: (i) the amount of PPP Loan proceeds that are used by the Company during the 24-week period after the PPP Loan origination date for certain specified purposes including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, provided that at least 75% of the PPP Loan amount is used for eligible payroll costs; (ii) the Company maintaining or rehiring employees, and maintaining salaries at certain levels; and (iii) other factors established by the SBA. Subject to the other requirements and limitations on PPP Loan forgiveness, only that portion of the PPP Loan proceeds spent on payroll and other eligible costs during the covered twenty four -week period will qualify for forgiveness. Although the Company currently intends to use the entire amount of the PPP Loan for qualifying expenses, no assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. The PPP Note may be prepaid in part or in full, at any time, without penalty. The PPP Note provides for certain customary events of default, including the Company’s: (i) failure to make a payment when due under the PPP Note; (ii) breach of the terms of the PPP Note; (iii) default on any other loan with the Lender; (iv) filing of a bankruptcy petition by or against the Company; (v) reorganization merger, consolidation or other change in ownership or business structure without the Lender’s prior written consent; (vi) adverse change in financial condition or business operation that the Lender believes may affect the Company’s ability to pay the PPP Note; and (vii) default on any loan or agreement with another creditor, if the Lender believes the default may materially affect the Company’s ability to pay the PPP Note. Upon the occurrence of an event of default, the Lender has customary remedies and may, among other things, require immediate payment of all amounts owed under the PPP Note, collect all amounts owing from the Company and file suit and obtain judgment against the Company. The foregoing description of the PPP Note does not purport to be complete is qualified in its entirety by reference to the full text of the PPP Note, a copy of which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q. Economic Injury Disaster Loan Additionally, on June 15, 2020, the Company received $150,000 in loan funding from the SBA under the Economic Injury Disaster Loan (“EIDL”) program administered by the SBA, which program was expanded pursuant to the CARES Act. The EIDL is evidenced by a promissory note, dated June 11, 2020 (the “EIDL Note”) in the original principal amount of $150,000 with the SBA, the lender. Under the terms of the EIDL Note, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of the EIDL Note is 30 years, though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, the Company will be obligated to make equal monthly payments of principal and interest beginning on July 11, 2021 through the maturity date of June 11, 2050. The EIDL Note may be prepaid in part or in full, at any time, without penalty. The EIDL Note provides for certain customary events of default, including: (i) a failure to comply with any provision of the EIDL Note, the related Loan Authorization and Agreement, or other EIDL loan documents; (ii) a default on any other SBA loan; (iii) a sale or transfer of, or failure to preserve or account to SBA’s satisfaction for, any of the collateral or its proceeds; (iv) a failure of the Company or anyone acting on its behalf to disclose any material fact to SBA; (v) the making of a materially false or misleading representation to SBA by the Company or anyone acting on their behalf; (vi) a default on any loan or agreement with another creditor, if SBA believes the default may materially affect the Company’s ability to pay the EIDL Note; (vii) a failure to pay any taxes when due; (viii) if the Company becomes the subject of a proceeding under any bankruptcy or insolvency law; (ix) if a receiver or liquidator is appointed for any part of the Company’s business or property; (x) the making of an assignment for the benefit of creditors; (xi) has any adverse change in financial condition or business operation that SBA believes may materially affect the Company’s ability to pay the EIDL Note; (xii) effects any reorganization, merger, consolidation, or other transaction changing ownership or business structure without SBA’s prior written consent; or (xiii) becomes the subject of a civil or criminal action that SBA believes may materially affect the Company’s ability to pay the EIDL Note. The foregoing description of the EIDL Note does not purport to be complete is qualified in its entirety by reference to the full text of the EIDL Note, a copy of which is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q. 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. 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 $99,644 at June 30, 2020. Of this amount, $99,644 is reported in Short term notes payable, net and $0.00 is reported in Long term notes payable, net on the Company’s consolidated balance sheets. At December 31, 2019, the amount due pursuant to the Rogers Settlement Agreement, including accrued interest, was $215,895. Of this amount, $215,895 is reported in Short term notes payable, net and $0.00 is reported in Long term notes payable, net on the Company’s consolidated balance sheets. The Company recorded interest expense of $0 and $3,231 related to the New Rogers Settlement Agreement for the three months ended June 30, 2020 and 2019, respectively, and $0 and $7,150 for the six months ended June 30, 2020 and 2019, 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”). 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, the Company paid to Kodak interest on the Loan for the fourth quarter of 2019 in the amount of $11,059, and an extension fee in the amount of $14,062. 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 would incur a late fee of $5,000 for every seven (7) days (or portion thereof) that the balance remained 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 would incur a late fees of $5,000 for every seven (7) days (or portion thereof) that the balance remained unpaid after November 29, 2019; and (v) on or before December 30, 2019, the Company would 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 was not paid in full by December 30, 2019, the Company would pay to Kodak $25,000 as liquidated damages. As of January 10, 2020, VPEG, on behalf of the Company, 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. 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 was fully amortized into interest expense during 2019 using a method consistent with the interest method. The Company amortized $0 and $0 related to the Kodak Note for the three months ended June 30, 2020 and 2019, respectively, and $0 and $13,916 for the six months ended June 30, 2020 and 2019, respectively. The Company recorded interest expense of $0 and $18,750 related to the Kodak Note for the three months ended June 30, 2020 and 2019, respectively, and $0 and $37,500 for the six months ended June 30, 2020 and 2019, respectively. Matheson Note In connection with the purchase of Pro-Tech, 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 consolidated balance sheets. The discount is being amortized into interest expense on a method consistent with the interest method. The Company recorded interest expense of $10,722 and $10,722 related to the Matheson Note for the three months ended June 30, 2020 and 2019, respectively, and $21,444 and $21,444 for the six months ended June 30, 2020 and 2019, respectively. New VPEG Note See Note 9, Related Party Transactions The Company recorded interest expense of $15,500 and $43,600 related to the New VPEG Note for the three months ended June 30, 2020 and 2019, respectively, and $42,500 and $43,600 for the six months ended June 30, 2020 and 2019, respectively. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | 7. Stockholder’s Equity Common Stock During the three and six months ended June 30, 2020 and 2019, the Company did not issue any shares of its common stock. Stock Options During the three and six months ended June 30, 2020 and 2019, the Company did not grant stock awards to directors, officers, or employees. As of June 30, 2020, the total unrecognized share-based compensation balance for unvested options, net of expected forfeitures, was $25,002 and is expected to be amortized over a weighted-average period of less than one year. The Company recognized share-based compensation expense from stock options of $25,000 and $25,000 for the three months ended June 30, 2020 and 2019, respectively, and $50,000 and $50,000 for the six months ended June 30, 2020, respectively. Warrants for Stock During the three and six months ended June 30, 2020 and 2019, the Company did not grant any warrants to purchase shares of its common stock. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. 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 June 30, 2020 and 2019 was $3,000 and $3,000, respectively, and $6,000 and $6,000 for the six months ended June 30, 2020 and 2019, 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 June 30, 2020 and 2019, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions 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 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 6, Notes Payable Subsequent Events, 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 the Company entered into (i) an exclusive sublicense agreement with AVV (the “AVV Sublicense”), pursuant to which AVV granted the License to the Company, and (ii) a trademark license agreement (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 12, Subsequent Events, Consulting Fees During the three and six months ended June 30, 2019 the Company paid $10,000 and $38,000 respectively, in consulting fees to Kevin DeLeon, a director of the Company and, effective April 23, 2019, its Interim Chief Executive Officer. |
Segment and Geographic Informat
Segment and Geographic Information and Revenue Disaggregation | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information and Revenue Disaggregation | 10. Segment and Geographic Information and Revenue Disaggregation 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. To provide users of the financial statements information depicting how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, we have disaggregated revenue by customer, with customers representing more than five percent of total annual revenues comprising the first category, and those representing less than five percent of total annual revenues comprising the second category. Three Months Ended Six Months Ended Category 2020 2019 2020 2019 >5% $ 343,431 $ 336,784 $ 513,406 $ 597,275 <5% 21,865 239,040 74,248 523,653 $ 365,296 $ 575,824 $ 587,654 $ 1,120,928 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net Loss Per Share Basic loss per share is computed using the weighted average number of common shares outstanding at June 3, 2020 and 2019, 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 28,037,713 for the three and six months ended June 30, 2020 and 2019, respectively. The following table sets forth the computation of net loss per common share – basic and diluted: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Numerator: Net loss $ (119,560 ) $ (230,354 ) $ (392,610 ) $ (350,097 ) Denominator Basic weighted average common shares outstanding 28,037,713 28,037,713 28,037,713 28,037,713 Effect of dilutive securities - - - - Diluted weighted average common shares outstanding 28,037,713 28,037,713 28,037,713 28,037,713 Net loss per common share Basic (0.00 ) (0.01 ) (0.01 ) (0.01 ) Diluted (0.00 ) (0.01 ) (0.01 ) (0.01 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events During the period of July 1, 2020 through July 22, 2021 the Company received additional loan proceeds of $589,300 from VPEG pursuant to the New VPEG Note. 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. 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 to cover future working capital needs. In January 2020, the World Health Organization has declared the outbreak of a novel coronavirus (COVID-19) as a “Public Health Emergency of International Concern,” which continues to spread throughout the world and has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus outbreak and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the coronavirus outbreak. Nevertheless, the outbreak presents uncertainty and risk with respect to the Company, its performance, and its financial results. On September 16, 2020, the Securities and Exchange Commission (“SEC”) adopted extensive amendments to Rule 15c2-11 (“Rule”) under the Securities Exchange Act of 1934 (“Exchange Act”). The Rule governs the publication of quotations for securities in the over-the-counter (“OTC”) market, including the OTC Pink Market where the Company’s common stock is quoted. Rule 15c2-11 makes it unlawful for a broker-dealer to initiate a quotation for a security unless the broker dealer has in its records prescribed information about the issuer that is current and publicly available. The lack of full time accounting personnel and financial constraints resulting in delayed payments to the Company’s external professional services providers have restricted its ability to gather, analyze and properly review information related to financial reporting in a timely manner. For these reasons, the Company was unable to timely file its quarterly and annual reports during 2019 and 2020 and its quarterly report for the first quarter of 2021. The Company continues to actively seek, additional sources of capital which it believes will allow the resumption of timely current public reporting practices no later than the third quarter of 2021. On February 1, 2021, the Company received loan proceeds in the amount of $98,622.50 pursuant to a second draw loan under the Paycheck Protection Program (the “PPP”). The unsecured loan (the “PPP2 Loan”) is evidenced by a promissory note (the “PPP2 Note”) issued by the Company, dated January 28, 2021, in the principal amount of $98,622.50 with Arvest Bank. Under the terms of the PPP2 Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0% per annum with a deferral of payments for the first ten months. The term of the PPP2 Note is five years, though it may be payable sooner in connection with an event of default under the PPP Note. To the extent the amount of the PPP2 Loan is not forgiven under the PPP, the Company will be obligated to make equal monthly payments of principal and interest beginning after a ten-month deferral period provided in the PPP Note and through January 28, 2026. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
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 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 and six months ended June 30, 2020 and 2019, all of the Company’s revenue was recognized from contracts with oilfield operators. See Note 10 “ 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. 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 June 30, 2020. 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 June 30, 2020, 3 customers comprised 78% of the Company’s gross accounts receivables and 4 customers comprised 87% of the Company’s total revenue. |
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 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 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. We perform an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. We have determined that the Company is comprised of one reporting unit at June 30, 2020 and December 31, 2019, and the goodwill balances of $145,149 are included in the single reporting unit. To date, an impairment of goodwill has not been recorded. For the year ended December 31, 2019, we bypassed the qualitative assessment, and proceeded directly to the quantitative test for goodwill impairment. The Company’s Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. The Company’s other intangible assets are comprised of contract-based and marketing-related intangible assets, as well as acquisition-related intangibles. Acquisition-related intangibles include the value of Pro-Tech’s trademark and customer relationships, both of which are being amortized over their expected useful lives of 10 years beginning August 2018. The Company’s contract-based intangible assets at June 30, 2019 included 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 had useful lives of approximately 11 years for the AVV Sublicense and 15 years for the Trademark License. The Company began 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. However, during 2019, the Company determined that the AVV Sublicense and the Trademark License were unlikely to produce future cash flows and, accordingly, those intangible assets were written down to zero. |
PPP Loans | PPP Loans The Company accounts for loans issued pursuant to the Paycheck Protection Program of the U.S. Small Business Administration as debt. The Company will continue to record the PPP Note as debt until either (1) the PPP Note is partially or entirely forgiven and the Company has been legally released, at which point the amount forgiven will be recorded as income or (2) the Company pays off the PPP Note. See Note 6, Notes Payable |
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 7, Stockholders’ Equity |
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 June 30, 2020 and December 31, 2019, respectively. The weighted average number of common shares outstanding was 28,037,713 and 28,037,713, respectively, at June 30, 2020 and June 30, 2019. 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. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards On October 1, 2019, we adopted Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” , |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Three Months Ended Six Months Ended 2020 2019 2020 2019 Net income from discontinued operations before tax benefit $ - $ 6,536 $ - $ 66,494 Tax benefit - - - - Net income from discontinued operations - 6,536 - 66,494 Loss on disposal of discontinued operations, net of tax - - - - Income (loss) from discontinued operations, net of tax $ - $ 6,536 $ - $ 66,494 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | June 30, December 31, Trucks $ 360,056 $ 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 12,767 Computer hardware 8,663 8,663 Computer software 22,191 22,191 Total property, plant and equipment, at cost 731,740 721,983 Less -- accumulated depreciation (308,492 ) (242,077 ) Property, plant and equipment, net $ 423,248 $ 479,906 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets other than goodwill and related accumulated amortization | June 30, December 31, Pro-Tech customer relationships 129,680 129,680 Pro-Tech trademark 42,840 42,840 Accumulated amortization and impairment (33,067 ) (24,441 ) Other intangible assets, net $ 139,453 $ 148,079 |
Segment and Geographic Inform_2
Segment and Geographic Information and Revenue Disaggregation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of financial statements information | Three Months Ended Six Months Ended Category 2020 2019 2020 2019 >5% $ 343,431 $ 336,784 $ 513,406 $ 597,275 <5% 21,865 239,040 74,248 523,653 $ 365,296 $ 575,824 $ 587,654 $ 1,120,928 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of computation of net loss per common share – basic and diluted | Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Numerator: Net loss $ (119,560 ) $ (230,354 ) $ (392,610 ) $ (350,097 ) Denominator Basic weighted average common shares outstanding 28,037,713 28,037,713 28,037,713 28,037,713 Effect of dilutive securities - - - - Diluted weighted average common shares outstanding 28,037,713 28,037,713 28,037,713 28,037,713 Net loss per common share Basic (0.00 ) (0.01 ) (0.01 ) (0.01 ) Diluted (0.00 ) (0.01 ) (0.01 ) (0.01 ) |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Accounting Policies [Abstract] | |
Loan proceeds | $ 771,576 |
Additional borrowings | $ 277,324 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Goodwill (in Dollars) | $ 145,149 | |
Useful life of contract-based intangible assets | 10 years | |
Weighted average shares, basic and diluted (in Shares) | 28,037,713 | 28,037,713 |
Three Customers [Member] | Accounts Receivable [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Total revenue percentage | 78.00% | |
Three Customers [Member] | Total Revenue [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Total revenue percentage | 87.00% | |
AVV Sublicense [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Useful life of contract-based intangible assets | 11 years | |
Trademarks License [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Useful life of contract-based intangible assets | 15 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of the related assets | 6 Months Ended |
Jun. 30, 2020 | |
Welding equipment, Trucks, Machinery and equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of the related assets [Line Items] | |
Useful Life | 5 years |
Computer hardware and software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of the related assets [Line Items] | |
Useful Life | 7 years |
Minimum [Member] | Office equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of the related assets [Line Items] | |
Useful Life | 5 years |
Maximum [Member] | Office equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of the related assets [Line Items] | |
Useful Life | 7 years |
Discontinued Operations (Detail
Discontinued Operations (Details) | 6 Months Ended | |
Jun. 30, 2020 | Aug. 21, 2017 | |
Discontinued Operations (Details) [Line Items] | ||
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 $1.2 million. Closing of the Divestiture Agreement was completed on December 13, 2017, and the Company issued 4,382,872 shares of common stock to Navitus on December 14, 2017. | |
Navitus [Member] | ||
Discontinued Operations (Details) [Line Items] | ||
Noncontrolling ownership percentage of subsidiary | 50.00% | |
Aurora Energy Partners [Member] | Navitus [Member] | ||
Discontinued Operations (Details) [Line Items] | ||
Noncontrolling ownership percentage of subsidiary | 50.00% |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of discontinued operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of discontinued operations [Abstract] | ||||
Net income from discontinued operations before tax benefit | $ 6,536 | $ 66,494 | ||
Tax benefit | ||||
Net income from discontinued operations | 6,536 | 66,494 | ||
Loss on disposal of discontinued operations, net of tax | ||||
Income (loss) from discontinued operations, net of tax | $ 6,536 | $ 66,494 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 33,479 | $ 41,054 | $ 66,416 | $ 82,022 |
Property, plant and equipment_3
Property, plant and equipment (Details) - Schedule of property, plant and equipment - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 731,740 | $ 721,983 |
Less -- accumulated depreciation | (308,492) | (242,077) |
Property, plant and equipment, net | 423,248 | 479,906 |
Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 360,056 | 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 | 12,767 |
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 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 4,313 | $ 60,824 | $ 8,626 | $ 121,648 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details) - Schedule of intangible assets other than goodwill and related accumulated amortization - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule of intangible assets other than goodwill and related accumulated amortization [Abstract] | ||
Pro-Tech customer relationships | $ 129,680 | $ 129,680 |
Pro-Tech trademark | 42,840 | 42,840 |
Accumulated amortization and impairment | (33,067) | (24,441) |
Other intangible assets, net | $ 139,453 | $ 148,079 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 15, 2020 | Oct. 21, 2019 | Oct. 17, 2018 | Feb. 28, 2015 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Apr. 15, 2020 | Apr. 14, 2020 | Dec. 31, 2019 | Jul. 31, 2018 | |
Notes Payable (Details) [Line Items] | ||||||||||||
Notes payable | $ 168,800 | |||||||||||
Principal amount | $ 168,800 | |||||||||||
Accrued interest, percentage | 1.00% | |||||||||||
Short term notes payable | $ 183,570 | $ 183,570 | $ 703,377 | |||||||||
Rogers Settlement Agreement [Member] | ||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||
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. | |||||||||||
Accrued interest | 215,895 | |||||||||||
Short term notes payable | 215,895 | |||||||||||
Long trem notes payable net | 0 | |||||||||||
Interest expense | 0 | $ 3,231 | $ 0 | $ 7,150 | ||||||||
Economic Injury Disaster Loan [Member] | ||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||
Notes payable | $ 150,000 | |||||||||||
Principal amount | $ 150,000 | |||||||||||
Accrued interest, percentage | 3.75% | |||||||||||
Kodak Note [Member] | ||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||
Principal amount | $ 375,000 | |||||||||||
Stated interest rate | 10.00% | |||||||||||
Kodak and Pro-Tech [Member] | Loan Agreement [Member] | ||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||
Loan agreement, description | 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, the Company paid to Kodak interest on the Loan for the fourth quarter of 2019 in the amount of $11,059, and an extension fee in the amount of $14,062. 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 would incur a late fee of $5,000 for every seven (7) days (or portion thereof) that the balance remained 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 would incur a late fees of $5,000 for every seven (7) days (or portion thereof) that the balance remained unpaid after November 29, 2019; and (v) on or before December 30, 2019, the Company would 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 was not paid in full by December 30, 2019, the Company would pay to Kodak $25,000 as liquidated damages. As of January 10, 2020, VPEG, on behalf of the Company, 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. 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 was fully amortized into interest expense during 2019 using a method consistent with the interest method. The Company amortized $0 and $0 related to the Kodak Note for the three months ended June 30, 2020 and 2019, respectively, and $0 and $13,916 for the six months ended June 30, 2020 and 2019, respectively. The Company recorded interest expense of $0 and $18,750 related to the Kodak Note for the three months ended June 30, 2020 and 2019, respectively, and $0 and $37,500 for the six months ended June 30, 2020 and 2019, respectively. | |||||||||||
Matheson Note [Member] | ||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||
Interest expense | 10,722 | 10,722 | $ 21,444 | 21,444 | ||||||||
Purchase Agreement Description | In connection with the purchase of Pro-Tech, 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 consolidated balance sheets. The discount is being amortized into interest expense on a method consistent with the interest method. | |||||||||||
New VPEG Note [Member] | ||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||
Interest expense | 15,500 | $ 43,600 | $ 42,500 | $ 43,600 | ||||||||
Outstanding balance amount | 2,750,476 | $ 2,750,476 | $ 1,978,900 | |||||||||
Louise H. Rogers [Member] | ||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||
Principal amount | $ 375,000 | |||||||||||
Accrued interest, percentage | 5.00% | |||||||||||
Payment of settlement termination | $ 258,125 | |||||||||||
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 (Details) [Line Items] | ||||||||||||
Accrued interest | 99,644 | $ 99,644 | ||||||||||
Short term notes payable | 99,644 | 99,644 | ||||||||||
Long trem notes payable net | $ 0 | $ 0 | ||||||||||
Louise H. Rogers [Member] | Lucas Energy Inc [Member] | ||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||
Notes payable | $ 250,000 | |||||||||||
Stated interest rate | 18.00% | |||||||||||
Interest on the amount due | $ 129 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | ||||
Share based compensation, net of expected forfeitures | $ 25,002 | |||
Share based compensation | $ 25,000 | $ 25,000 | $ 50,000 | $ 50,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 3,000 | $ 3,000 | $ 6,000 | $ 6,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 10, 2018 | Aug. 21, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Related Party Transactions (Details) [Line Items] | ||||||
Share based compensation | $ 25,000 | $ 25,000 | $ 50,000 | $ 50,000 | ||
Consulting fees | $ 10,000 | $ 38,000 | ||||
Visionary Private Equity Group I, LP [Member] | Loan Agreement Amendment [Member] | Investor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Amount borrowed from related party | $ 1,410,200 | |||||
Visionary Private Equity Group I, LP [Member] | Issue of Warrants [Member] | Investor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase shares of common stock (in Shares) | 1,880,267 | |||||
Shares issued in sale (in Shares) | 1,880,267 | |||||
Warrant exercise price (in Dollars per share) | $ 0.75 | |||||
Stock price (in Dollars per share) | $ 0.75 | |||||
Share based compensation | $ 11,281,602 | |||||
Visionary Private Equity Group I, LP [Member] | Debt Agreement [Member] | Investor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Maximum borrowing capacity | $ 2,000,000 | |||||
Original issue debt discount percentage | 10.00% | |||||
Debt conversion price (in Dollars per share) | $ 0.75 | |||||
Armacor [Member] | Private Placement [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Sale of stock, consideration receivable on transaction | $ 5,000,000 | |||||
Cash contribution for shares | $ 255,000 | |||||
Armacor [Member] | Series B Preferred Stock [Member] | Private Placement [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares issued in sale (in Shares) | 800,000 |
Segment and Geographic Inform_3
Segment and Geographic Information and Revenue Disaggregation (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Number of reportable segment | 1 |
Number of geographical area | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information and Revenue Disaggregation (Details) - Schedule of financial statements information - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment and Geographic Information and Revenue Disaggregation (Details) - Schedule of financial statements information [Line Items] | ||||
Total annual revenues | $ 365,296 | $ 575,824 | $ 587,654 | $ 1,120,928 |
More Than Five Percent [Member] | ||||
Segment and Geographic Information and Revenue Disaggregation (Details) - Schedule of financial statements information [Line Items] | ||||
Total annual revenues | 343,431 | 336,784 | 513,406 | 597,275 |
Less Than Five Percent [Member] | ||||
Segment and Geographic Information and Revenue Disaggregation (Details) - Schedule of financial statements information [Line Items] | ||||
Total annual revenues | $ 21,865 | $ 239,040 | $ 74,248 | $ 523,653 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Basic and diluted weighted average number of common shares outstanding | 28,037,713 | 28,037,713 | 28,037,713 | 28,037,713 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of computation of net loss per common share – basic and diluted - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||
Net loss (in Dollars) | $ (119,560) | $ (230,354) | $ (392,610) | $ (350,097) |
Denominator | ||||
Basic weighted average common shares outstanding | 28,037,713 | 28,037,713 | 28,037,713 | 28,037,713 |
Effect of dilutive securities | ||||
Diluted weighted average common shares outstanding | 28,037,713 | 28,037,713 | 28,037,713 | 28,037,713 |
Net loss per common share | ||||
Basic (in Dollars per share) | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Diluted (in Dollars per share) | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 01, 2021 | Jun. 30, 2020 | Jan. 31, 2021 | Oct. 30, 2020 |
Subsequent Events (Details) [Line Items] | ||||
Unsecured loan principal amount | $ 98,622.50 | |||
Percentage of interest accrues on the outstanding principal | 1.00% | |||
Term of PPP2 Note | 5 years | |||
July 1, 2020 through July 22, 2021 [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Additional loan proceeds | $ 589,300 | |||
Paycheck Protection Program Loan [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Proceeds from loan | $ 98,622.50 | |||
Forecast [Member] | VPEG [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Increase the loan amount | $ 3,500,000 | $ 3,000,000 |