Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 11, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | VICTORY OILFIELD TECH, INC. | ||
Trading Symbol | VYEY | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 28,037,713 | ||
Entity Public Float | $ 332,328 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000700764 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 002-76219-NY | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 87-0564472 | ||
Entity Address, Address Line One | 3355 Bee Caves Road | ||
Entity Address, Address Line Two | Suite 608 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78746 | ||
City Area Code | 512 | ||
Local Phone Number | 347-7300 | ||
Title of 12(g) Security | Common Stock, $0.001 par value | ||
Entity Interactive Data Current | Yes | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | WEAVER AND TIDWELL, L.L.P. | ||
Auditor Firm ID | 410 | ||
Auditor Location | Austin, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 73,636 | $ 52,908 |
Accounts receivable, net | 163,196 | 153,383 |
Inventory | 32,269 | 24,915 |
Prepaid and other current assets | 20,517 | 31,271 |
Total current assets | 289,618 | 262,477 |
Property, plant and equipment | 835,731 | 764,739 |
Accumulated depreciation | (673,388) | (521,534) |
Property, plant and equipment, net | 162,343 | 243,205 |
Goodwill | 145,149 | 145,149 |
Other intangible assets, net | 96,323 | 113,575 |
Total Assets | 693,433 | 764,406 |
Current Liabilities | ||
Accounts payable | 149,505 | 100,754 |
Accrued and other short-term liabilities | 62,827 | 66,826 |
Short term advance from shareholder | 180,150 | 180,150 |
Short term notes payable, net | 10,000 | 8,772 |
Current portion of long-term notes payable | 15,589 | |
Short term notes payable - affiliate, net | 3,717,476 | 3,550,276 |
Total current liabilities | 4,135,547 | 3,906,778 |
Long term notes payable, net | 261,592 | 239,850 |
Total long-term liabilities | 261,592 | 239,850 |
Total Liabilities | 4,397,139 | 4,146,628 |
Stockholders’ Equity | ||
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 8,333 shares issued and outstanding at each of December 31, 2022 and 2021 | 8 | 8 |
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,037,713 shares issued and outstanding at each of December 31, 2022 and 2021 | 28,038 | 28,038 |
Receivable for stock subscription | (245,000) | (245,000) |
Additional paid-in capital | 95,750,830 | 95,750,830 |
Accumulated deficit | (99,237,582) | (98,916,098) |
Total stockholders’ equity | (3,703,706) | (3,382,222) |
Total Liabilities and Stockholders’ Equity | $ 693,433 | $ 764,406 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Total revenue | $ 1,624,635 | $ 815,267 |
Total cost of revenue | 903,598 | 491,682 |
Gross profit | 721,037 | 323,585 |
Operating expenses | ||
Selling, general and administrative | 994,459 | 1,031,762 |
Depreciation and amortization | 21,710 | 20,505 |
Total operating expenses | 1,016,169 | 1,052,267 |
Loss from operations | (295,132) | (728,682) |
Other income (expense) | ||
Other income | 1,585 | 526,730 |
Interest expense | (27,937) | (58,907) |
Total other income (expense) | (26,352) | 467,823 |
Loss from operations before tax benefit | (321,484) | (260,859) |
Tax expense | ||
Loss applicable to common stockholders | (321,484) | (260,859) |
Loss per share applicable to common stockholders | ||
Loss per share, basic (in Dollars per share) | $ (0.01) | $ (0.01) |
Weighted average shares, basic (in Shares) | 28,037,713 | 28,037,713 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Loss per share, diluted | $ (0.01) | $ (0.01) |
Weighted average shares,diluted | 28,037,713 | 28,037,713 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (321,484) | $ (260,859) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of original issue discount | 15,200 | 13,000 |
Amortization of intangible assets | 17,252 | 17,252 |
Depreciation | 151,854 | 145,920 |
Paycheck Protection Program loan forgiveness | (171,173) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (9,813) | (3,411) |
Other receivables | 48,560 | |
Inventory | (7,354) | (7,908) |
Prepaid and other current assets | 10,754 | (3,387) |
Accounts payable | 48,751 | (436,201) |
Accrued and other short-term liabilities | (3,999) | 181 |
Net cash used in operating activities | (98,839) | (658,026) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in fixed assets | (70,992) | (32,998) |
Net cash used in investing activities | (70,992) | (32,998) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable - affiliate | 152,000 | 455,600 |
Payments on long term notes payable | (2,879) | |
Proceeds from credit line | 10,000 | |
Repayment of short term advance from shareholder | (5,000) | |
Proceeds from long term notes payable | 31,438 | 100,995 |
Net cash provided by financing activities | 190,559 | 551,595 |
Net change in cash and cash equivalents | 20,728 | (139,429) |
Beginning cash and cash equivalents | 52,908 | 192,337 |
Ending cash and cash equivalents | 73,636 | 52,908 |
Cash paid for: | ||
Interest | $ 27,937 | $ 58,907 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity - 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, 2020 | $ 28,038 | $ 8 | $ (245,000) | $ 95,750,830 | $ (98,655,239) | $ (3,121,363) |
Balance (in Shares) at Dec. 31, 2020 | 28,037,713 | 8,333 | ||||
Loss attributable to common stockholders | (260,859) | (260,859) | ||||
Balance at Dec. 31, 2021 | $ 28,038 | $ 8 | (245,000) | 95,750,830 | (98,916,098) | (3,382,222) |
Balance (in Shares) at Dec. 31, 2021 | 28,037,713 | 8,333 | ||||
Loss attributable to common stockholders | (321,484) | (321,484) | ||||
Balance at Dec. 31, 2022 | $ 28,038 | $ 8 | $ (245,000) | $ 95,750,830 | $ (99,237,582) | $ (3,703,706) |
Balance (in Shares) at Dec. 31, 2022 | 28,037,713 | 8,333 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies: | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies: | Note 1 – Organization and Summary of Significant Accounting Policies: Organization and nature of operations Victory 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 and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Victory and Pro-Tech, its wholly owned subsidiary, for all periods presented. All significant intercompany transactions and accounts between Victory and Pro-Tech (together, the “Company”) have been eliminated. The results reported in these consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any future periods. The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). In the opinion of management, all adjustments, consisting of normal and recurring accruals considered necessary for a fair presentation, have been included. Going Concern Historically the Company has experienced, and continues to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. The Company has incurred an accumulated deficit of $(99,237,582) through December 31, 2022, and has a working capital deficit of $(3,845,929) at December 31, 2022. 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 our 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 11, 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 2022, the Company received loan proceeds of $152,000 from VPEG. As of the date of this report and for the foreseeable future, we expect to cover operating shortfalls 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 to the Company for additional borrowings on the New VPEG Note was approximately $230,000. The Company is actively seeking additional capital from VPEG and potential sources of equity and/or debt financing. Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used primarily when accounting for depreciation and amortization expense, various common stock, warrants and option transactions, evaluation of intangible assets, and loss contingencies. Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all liquid investments with original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company had no cash equivalents at December 31, 2022 and December 31, 2021. Fair Value Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). Receivables are carried at amounts that approximate fair value. Receivables are recognized net of an allowance for doubtful accounts receivable. The allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience current conditions and reasonable forecasts of future economic conditions. Accounts receivable are written down or off when a portion or all of such account receivable is determined to be uncollectible. At December 31, 2022 and 2021, the carrying value of the Company’s financial instruments such as accounts receivable and payables approximated their fair values based on the short-term nature of these instruments. The carrying value of short-term notes and advances approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates. Revenue Recognition The Company recognizes revenue as it satisfies contractual performance obligations by transferring promised goods or services to the customers. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. The Company 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 twelve months ended December 31, 2022 and 2021, the Company recognized revenue of $1,624,635 and $815,267, respectively from contracts with oilfield operators. See Note 12 “ Segment and Geographic Information and Revenue Disaggregation Because the Company’s contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech’s customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, the Company records an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. An allowance of $0 and $5,002 has been recorded at December 31, 2022 and 2021, respectively. The Company suffered $5,002 losses in 2022 and no losses in 2021. 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 December 31, 2022 and 2021, three and three customers comprised 78.2% and 64.9% of the Company’s gross accounts receivables, respectively. For the years ended December 31, 2022 and 2021, three and four customers comprised 52.7% and 60.1%, respectively, of the Company’s total revenues. Inventory The Company’s inventory balances are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consists of products purchased by Pro-Tech for use in the process of providing hardbanding services. No impairment losses on inventory were recorded for the twelve months ended December 31, 2022 and 2021. Inventories are valued at the lower of cost or net realizable value with cost being determined on the weighted average cost method. Elements of cost in inventories include raw materials and direct labor. Supplies are valued at the lower of cost or net realizable value: cost is generally determined by the first-in, first-out cost method. Inventories deemed to have costs greater than their respective market values are reduced to net realizable value with a loss recorded in income in the period recognized. Property, Plant and Equipment Property, Plant and Equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. When property, plant and equipment is disposed of, the cost and related accumulated depreciation are removed from the consolidated balance sheets and any gain or loss is included in Other income/(expense) in the consolidated statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: 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 3, 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 December 31, 2022 and 2021, and the goodwill balances of $145,149 at December of each year are included in the single reporting unit. To date, an impairment of goodwill has not been recorded. For the year ended December 31, 2022, 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. See Note 4, Goodwill and Other Intangible Assets 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 Second PPP Note as debt until either (1) the Second 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 Second 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 9, Stock Options Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, Earnings per Share Basic earnings per share are computed using the weighted average number of common shares outstanding at December 31, 2022 and 2021, respectively. The weighted average number of common shares outstanding was 28,037,713 at each of December 31, 2022 and 2021. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the exercise prices of these instruments outstanding, all potentially dilutive common stock equivalents are considered anti-dilutive. The following table outlines outstanding common stock shares and common stock equivalents: Years Ended 2022 2021 Common Stock Shares Outstanding 28,037,713 28,037,713 Common Stock Equivalents Outstanding Warrants 2,257,294 2,648,621 Stock Options 211,186 211,186 Total Common Stock Equivalents Outstanding 2,468,480 2,859,807 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | Note 2 – Recent Accounting Pronouncements Recently Issued Accounting Standards In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities – Supplier Finance Programs.” The ASU codifies disclosure requirements for supplier financing programs. The new standard is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. We are currently evaluating the impact of ASU 2022-04 on our financial statements but do not expect the guidance to have a material impact. Management believes that other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission do not have a material impact on the Company’s present or near future financial statements. Recently Adopted Accounting Standards From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, and has since issued various amendments including ASU No. 2018-19, ASU No. 2019-04, and ASU No. 2019-05. The guidance and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model, replacing the currently used incurred loss method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The new guidance is effective for the Company for the fiscal year, and interim periods within the fiscal year, beginning January 1, 2023. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). This guidance, as amended by subsequent ASU’s on the topic, improves transparency and comparability among companies by recognizing right of use (ROU) assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. ASU No. 2016-02 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2018, with early adoption permitted. We adopted ASU No. 2016-02 in our fiscal year beginning January 1, 2019 and used the optional transition method provided by the FASB in ASU No. 2018-10, “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements”, with no restatement of comparative periods. The adoption of ASU 2016-02 had no material impact on the Company’s consolidated financial statements upon adoption. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Note 3 – Property, plant and equipment Property, plant and equipment, at cost, consisted of the following at December 31: December 31, 2022 2021 Trucks $ 464,047 $ 393,055 Welding equipment 285,991 285,991 Office equipment 23,408 23,408 Machinery and equipment 18,663 18,663 Furniture and office equipment 12,767 12,767 Computer hardware 8,663 8,663 Computer software 22,191 22,191 Total property, plant and equipment, at cost 835,731 764,739 Less -- accumulated depreciation (673,388 ) (521,534 ) Property, plant and equipment, net $ 162,343 $ 243,205 Depreciation expense for the twelve months ended December 31, 2022 and 2021 was $151,854 and $145,920, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 4 – Goodwill and Other Intangible Assets The Company recorded $17,252 and $17,252 of amortization of intangible assets for the twelve months ended December 31, 2022 and 2021, respectively. The following table shows intangible assets, other than goodwill, and related accumulated amortization as of December 31, 2022 and 2021. December 31, December 31, Pro-Tech customer relationships $ 129,680 $ 129,680 Pro-Tech trademark 42,840 42,840 Accumulated amortization & impairment (76196 ) (58,944 ) Other intangible assets, net $ 96,323 $ 113,576 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 – Income Taxes There was no material provision for (benefit of) income taxes for the years ended December 31, 2022 and 2021, after the application of ASC 740 “Income Taxes.” The Internal Revenue Code of 1986, as amended, imposes substantial restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. There have been transactions that have changed the Company’s ownership structure since inception that may have resulted in one or more ownership changes as defined by the IRC Section 382. The Company’s transaction in 2017 resulted in a limitation of pre-change in control net operating loss carry forwards to $8,163,000 over a 20-year period. For the years ending December 31, 2022 and 2021, the Company incurred a net operating loss carry forward of $200,000 and $330,000, respectively. Combined with the Section 382 limitation, as of December 31, 2022 the Company has net operating losses available of approximately $8,954,000 which will expire in between 2028 and 2038, and $3,170,000 that will carryforward indefinitely. Total Combined NOL is $12,124,000 Capital loss carryovers may only be used to offset capital gains. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the net operating loss carry forwards. ASC 740 requires that a valuation allowance be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance against its net deferred tax assets at December 31, 2022 and 2021, respectively. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the deferred tax benefit associated with the use of the net operating loss carry forwards and will recognize a deferred tax asset at that time. All deferred income tax assets and liabilities, including NOL’s have been measured using a 24.16% rate and are reflected in the valuation of these assets as of December 31, 2022. Significant components of the Company’s deferred income tax assets are as follows: 2022 2021 Net operating loss carryforwards $ 2,576,000 $ 2,543,000 Depreciation (12,000 ) (45,000 ) Equity based expenses 261,000 278,000 Other (23,000 ) (29,000 ) Deferred taxes 2,802,000 2,747,000 Valuation allowance (2,802,000 ) (2,747,000 ) Net deferred income tax assets $ - $ - Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: 2022 2021 Federal taxes at statutory rate 21 % 21.0 % Noncompulsory stock warrants 0.0 % 4.7 % State tax & other permanent items 3.2 % 16.5 % Change in state tax rate (8.4 )% 13 % Intangible impairment 0.0 % 0.0 % Change in valuation allowance (15.8 )% (55.2 )% Effective income tax rate 0.0 % 0.0 % ASC 740 provides guidance which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under the current accounting guidelines, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of December 31, 2022 and 2021 the Company does not have a liability for unrecognized tax benefits. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, no penalties or interest has been accrued. Tax years 2019 and forward are open and subject to examination by the Federal taxing authority. The Company is not currently under examination and it has not been notified of a pending examination. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable Notes payable were comprised of the following at December 31: 2022 2021 Economic Injury Disaster Loan $ 150,000 $ 150,000 Vehicle Loan 28,559 - Paycheck Protection Program Loan 98,622 98,622 Arvest Loan 10,000 - New VPEG Note 3,717,476 3,550,276 Total notes payable $ 4,004,657 $ 3,798,898 Current portion of notes payable 3,743,065 3,559,048 Long term notes payable, net $ 261,592 $ 239,850 Amortization of discount and issuance costs during the year ended December 31, 2022 was $15,200. Future payments on notes payable at December 31, 2022 were: 2023 $ 3,743,065 2024 15,589 2025 15,589 2026 15,589 2027 15,589 2028 and beyond 199,236 Total $ 4,004,657 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 “First PPP Loan”) was evidenced by a promissory note (the “First PPP Note”) issued by the Company, dated April 14, 2020, in the principal amount of $168,800 with Arvest Bank. As of August 6, 2021, the Company received notice from Arvest Bank and the SBA that the full amount of the First PPP Loan had been forgiven. The amount forgiven, including principal of $168,800 and accrued interest of $2,373, has been recorded as other income in the consolidated statements of operations. The entire amount of recorded gain on forgiveness of the First PPP Loan was excluded from income for tax purposes. The foregoing description of the First PPP Note does not purport to be complete is qualified in its entirety by reference to the full text of the First PPP Note, a copy of which is filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the periods ended June 30, 2020. On February 1, 2021, the Company received loan proceeds in the amount of $98,622 pursuant to a second draw loan under the PPP. The unsecured loan (the “Second PPP Loan”) is evidenced by a promissory note (the “Second PPP Note”) issued by the Company, dated January 28, 2021, in the principal amount of $98,622 with Arvest Bank. Under the terms of the Second 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 10 months. The term of the Second PPP Note is five years, though it may be payable sooner in connection with an event of default under the Second PPP Note. To the extent the amount of the Second 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 ten-month deferral period provided in the Second PPP Note and through January 28, 2026. 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 Second PPP Loan. The amount of the Second PPP Loan proceeds eligible for forgiveness is based on a formula established by the SBA. Subject to the other requirements and limitations on the Second PPP Loan forgiveness, only that portion of the Second PPP Loan proceeds spent on payroll and other eligible costs during the covered twenty-four -week period will qualify for forgiveness. Although the Company has used the entire amount of the Second PPP Loan for qualifying expenses, no assurance is provided that the Company will obtain forgiveness of the Second PPP Loan in whole or in part. The Second PPP Note may be prepaid in part or in full, at any time, without penalty. The Second PPP Note provides for certain customary events of default, including the Company’s: (i) failure to make a payment when due; (ii) breach of the note terms; (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 Second 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 Second 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 Second PPP Note, collect all amounts owing from the Company and file suit and obtain judgment against the Company. The foregoing description of the Second PPP Note does not purport to be complete is qualified in its entirety by reference to the full text of the Second PPP Note, a copy of which is filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the periods ended June 30, 2020. 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 is obligated to make equal monthly payments of principal and interest beginning in December 2022 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 Company made interest-only payments of $2,924 and $5,117 on the EIDL Note for the years ended December 31, 2022 and 2021, respectively. The Company recorded interest expense of $5,703 and $5,703 related to the EIDL Note for the years ended December 31, 2022 and 2021, respectively. 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 the Quarterly Report on Form 10-Q for the periods ended June 30, 2020. New VPEG Note See Note 11, Related Party Transactions Vehicle Loan On June 14, 2022, Pro-Tech, the Company’s wholly-owned subsidiary, entered into a Promissory Note and Security Agreement in the amount of $31,437 with Arvest Bank for a vehicle loan (the “Vehicle Loan”). The Vehicle Loan, which is secured by the vehicle, is repayable over five years, matures June 15, 2027, and is repayable at the rate of $586 per month including principal and interest at a rate of 4.5% per annum. The monthly payments began on July 15, 2022. The remaining balance of the Vehicle Loan was $30,035 and $0 as of September 30, 2022 and 2021, respectively. Arvest Loan On July 11, 2022, Pro-Tech, the Company’s wholly-owned subsidiary, entered into a Promissory Note and Security Agreement with Arvest Bank for a revolving loan for up to $30,000 (the “Arvest Loan”). The Arvest Loan matures on July 11, 2023 and bears interest at 5.5% per annum, subject to change in accordance with the Variable Rate (as defined in the Promissory Note and Security Agreement), the calculation for which is the Wall Street Journal U.S. Prime Rate plus 0.75%. Pursuant to the terms of the Arvest Loan, Pro-Tech is required to make monthly payments beginning on August 11, 2022 and until the maturity date, at which time all unpaid principal and interest will be due. Pro-Tech may prepay the loan in full or in part at any time without penalty. The Arvest Loan contains customary representations, warranties, affirmative and negative covenants and events of default for a loan of this type. The Arvest Loan is secured by Pro-Tech’s inventory and equipment, accounts and other rights of payments, and general intangibles, as such terms are defined in the Uniform Commercial Code. As of December 31, 2022, Pro-Tech has a balance of $10,000 on the credit line. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity Preferred Stock Series D Preferred Stock The terms of the Series D Preferred Stock are governed by a certificate of designation (the “Series D Certificate of Designation”) filed by the Company with the Nevada Secretary of State on August 21, 2017. Pursuant to the Series D Certificate of Designation, the Company designated 20,000 shares of its preferred stock as Series D Preferred Stock. Dividends Liquidation Voting Rights Redemption Conversion Other Rights Common Stock The Company did not issue any shares of its common stock during the years ended December 31, 2022 and 2021. |
Warrants for Stock
Warrants for Stock | 12 Months Ended |
Dec. 31, 2022 | |
Warrants for Stock [Member] | |
Warrants for Stock | Note 8 – Warrants for Stock At December 31, 2022 and 2021 warrants outstanding for common stock of the Company were as follows: Number of Weighted Balance January 1, 2021 2,706,847 $ 1.07 Granted - $ - Exercised - $ - Canceled (58,226 ) $ 9.14 Balance December 31, 2021 2,648,621 $ 0.98 Granted - $ - Exercised - - Canceled (391,327 ) $ 2.25 Balance December 31, 2022 2,257,294 $ 0.76 All warrants were valued using the Black Scholes pricing model. The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2022: Warrants Outstanding Weighted Warrants Exercisable Range of Exercise Prices Number of Weighted Average Number of Weighted $4.94 – $13.30 2,027 $ 9.50 0.78 2,027 $ 9.50 $0.75 – $3.51 2,255,267 $ 0.75 0.33 2,255,267 $ 0.75 2,257,294 2,257,294 The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2021: Warrants Outstanding Weighted Warrants Exercisable Range of Exercise Prices Number of Weighted Average Number of Weighted $4.94 – $13.30 2,343 $ 9.50 1.68 2,343 $ 9.50 $0.75 – $3.51 2,646,278 $ 0.97 1.19 2,646,278 $ 0.97 2,648,621 2,648,621 At each of December 31, 2022 and 2021 the aggregate intrinsic value of the warrants outstanding and exercisable was $0. The intrinsic value of a warrant is the amount by which the market value of the underlying warrant exercise price exceeds the market price of the stock at December 31 of each year. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options [Abstract] | |
Stock Options | Note 9 – Stock Options The following table summarizes stock option activity in the Company’s stock-based compensation plans for the years ended December 31, 2022 and 2021. All options issued were non-qualified stock options. Number of Weighted Aggregate Number of Weighted Outstanding at January 1, 2021 211,186 $ 2.15 — 211,186 $ 2.31 Granted at Fair Value — — — — — Exercised — — — — — Canceled — — — — — Outstanding at December 31, 2021 211,186 $ 2.15 $ — 211,186 $ 2.15 Granted at Fair Value — — — — — Exercised — — — — — Canceled — — — — — Outstanding at December 31, 2022 211,186 $ 2.15 $ — 211,186 $ 2.15 (1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at the balance sheet date. If the exercise price exceeds the market value, there is no intrinsic value. During the year ended December 31, 2022, the Company did not grant employee stock options or stock options for consulting services. The fair value of the stock option grants is amortized over the respective vesting period using the straight-line method. Forfeitures and cancellations are recorded as they occur. Compensation expense related to stock options included in general and administrative expense in the accompanying consolidated statements of operations was $0 for each of the years ended December 31, 2022 and 2021. As of December 31, 2022, all share-based compensation for unvested options, net of expected forfeitures, was fully recognized. Stock options are granted at the fair market value of the Company’s common stock on the date of grant. Options granted to officers and other employees vest immediately or over 36 months as provided in the option agreements at the date of grant. The fair value of options granted are estimated using the Black-Scholes Option Pricing Model. No options were granted in 2022 or 2021. The following table summarizes information about stock options outstanding at December 31, 2022: Range of Exercise Prices Number of Weighted Weighted Aggregate Number Weighted Aggregate $1.52 - $13.30 211,186 4.48 $ 2.15 $ — 211,186 $ 2.15 $ — The following table summarizes information about options outstanding at December 31, 2021: Range of Exercise Prices Number of Weighted Weighted Aggregate Number Exercisable Weighted Aggregate $1.52 - $13.30 211,186 5.48 $ 2.15 $ — 211,186 $ 2.15 $ — A summary of the Company’s non-vested stock options at December 31, 2022 and December 31, 2021 and changes during the years are presented below. Non-Vested Stock Options Options Weighted Non-Vested at December 31, 2021 — $ — Granted — $ — Vested — $ — Forfeited — $ — Non-Vested at December 31, 2022 — $ — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Rent expense for the years ended December 31, 2022 and 2021 was $4,734 and $4,197, respectively. The Company’s office space in Austin, Texas is leased on a month-to-month basis, and the lease agreement for the Pro-Tech facility in Oklahoma County, Oklahoma is cancellable at any time by giving notice of 90 days. As such there are no future annual minimum payments as of December 31, 2022 and 2021, respectively. 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 – 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 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 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. On September 3, 2021, the Company and VPEG entered into an amendment to the New Debt Agreement (the “Third Amendment”), pursuant to which the parties agreed to increase the loan amount to up to $4,000,000 to cover future working capital needs. See Note 6, Notes Payable, , Subsequent Events, |
Segment and Geographic Informat
Segment and Geographic Information and Revenue Disaggregation | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information and Revenue Disaggregation | Note 12 – 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 segment revenue or asset information to present. To provide users of the financial statements with 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. Year Ended Category 2022 2021 >5% $ 983,652 $ 487,715 <5% 640,983 327,552 $ 1,624,635 $ 815,267 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13 – Net Loss Per Share Basic loss per share is computed using the weighted average number of common shares outstanding at December 31, 2022 and 2021, respectively. Diluted loss per share reflects the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. The following table sets forth the computation of net loss per common share – basic and diluted: Years Ended 2022 2021 Numerator: Net loss $ (321,484 ) $ (260,859 ) Denominator Basic weighted average common shares outstanding 28,037,713 28,037,713 Effect of dilutive securities - - Diluted weighted average common shares outstanding 28,037,713 28,037,713 Net loss per common share Basic and diluted $ (0.01 ) $ (0.01 ) For the years ended December 31, 2022 and 2021, potentially dilutive shares of 2,468,480 and 2,859,807, respectively, were excluded from the calculation of dilutive shares because the effect of including them would have been anti-dilutive. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 14 – Employee Benefit Plan The Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code covering full-time employees of Pro-Tech (“Pro-Tech 401(k) Plan”). The Pro-Tech 401(k) Plan is intended to qualify under Section 401 of the Internal Revenue Code. Participants meeting certain criteria, as defined in the plan document, are eligible for a matching contribution, in amounts determined at the discretion of the Company. Contributions to the Pro Tech Hardbanding 401(k) Plan by the Company were $11,917 and $11,188 for the years ended December 31, 2022 and 2021, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events During the period of January 1, 2023 through April 11, 2023 the Company received additional loan proceeds of $52,500 from VPEG pursuant to the New VPEG Note. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and nature of operations | 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 and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Victory and Pro-Tech, its wholly owned subsidiary, for all periods presented. All significant intercompany transactions and accounts between Victory and Pro-Tech (together, the “Company”) have been eliminated. The results reported in these consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any future periods. The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). In the opinion of management, all adjustments, consisting of normal and recurring accruals considered necessary for a fair presentation, have been included. |
Going Concern | Going Concern Historically the Company has experienced, and continues to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. The Company has incurred an accumulated deficit of $(99,237,582) through December 31, 2022, and has a working capital deficit of $(3,845,929) at December 31, 2022. 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 our 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 11, 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 | Capital Resources During 2022, the Company received loan proceeds of $152,000 from VPEG. As of the date of this report and for the foreseeable future, we expect to cover operating shortfalls 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 to the Company for additional borrowings on the New VPEG Note was approximately $230,000. The Company is actively seeking additional capital from VPEG and potential sources of equity and/or debt financing. |
Use of Estimates | Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used primarily when accounting for depreciation and amortization expense, various common stock, warrants and option transactions, evaluation of intangible assets, and loss contingencies. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company had no cash equivalents at December 31, 2022 and December 31, 2021. |
Fair Value | Fair Value Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). Receivables are carried at amounts that approximate fair value. Receivables are recognized net of an allowance for doubtful accounts receivable. The allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience current conditions and reasonable forecasts of future economic conditions. Accounts receivable are written down or off when a portion or all of such account receivable is determined to be uncollectible. At December 31, 2022 and 2021, the carrying value of the Company’s financial instruments such as accounts receivable and payables approximated their fair values based on the short-term nature of these instruments. The carrying value of short-term notes and advances approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue as it satisfies contractual performance obligations by transferring promised goods or services to the customers. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. The Company 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 twelve months ended December 31, 2022 and 2021, the Company recognized revenue of $1,624,635 and $815,267, respectively from contracts with oilfield operators. See Note 12 “ Segment and Geographic Information and Revenue Disaggregation Because the Company’s contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. |
Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts | Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech’s customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, the Company records an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. An allowance of $0 and $5,002 has been recorded at December 31, 2022 and 2021, respectively. The Company suffered $5,002 losses in 2022 and no losses in 2021. 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 December 31, 2022 and 2021, three and three customers comprised 78.2% and 64.9% of the Company’s gross accounts receivables, respectively. For the years ended December 31, 2022 and 2021, three and four customers comprised 52.7% and 60.1%, respectively, of the Company’s total revenues. |
Inventory | Inventory The Company’s inventory balances are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consists of products purchased by Pro-Tech for use in the process of providing hardbanding services. No impairment losses on inventory were recorded for the twelve months ended December 31, 2022 and 2021. Inventories are valued at the lower of cost or net realizable value with cost being determined on the weighted average cost method. Elements of cost in inventories include raw materials and direct labor. Supplies are valued at the lower of cost or net realizable value: cost is generally determined by the first-in, first-out cost method. Inventories deemed to have costs greater than their respective market values are reduced to net realizable value with a loss recorded in income in the period recognized. |
Property, Plant and Equipment | Property, Plant and Equipment Property, Plant and Equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. When property, plant and equipment is disposed of, the cost and related accumulated depreciation are removed from the consolidated balance sheets and any gain or loss is included in Other income/(expense) in the consolidated statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: 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 3, 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 December 31, 2022 and 2021, and the goodwill balances of $145,149 at December of each year are included in the single reporting unit. To date, an impairment of goodwill has not been recorded. For the year ended December 31, 2022, 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. See Note 4, Goodwill and Other Intangible Assets |
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 Second PPP Note as debt until either (1) the Second 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 Second 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 9, Stock Options |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, |
Earnings per Share | Earnings per Share Basic earnings per share are computed using the weighted average number of common shares outstanding at December 31, 2022 and 2021, respectively. The weighted average number of common shares outstanding was 28,037,713 at each of December 31, 2022 and 2021. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the exercise prices of these instruments outstanding, all potentially dilutive common stock equivalents are considered anti-dilutive. The following table outlines outstanding common stock shares and common stock equivalents: Years Ended 2022 2021 Common Stock Shares Outstanding 28,037,713 28,037,713 Common Stock Equivalents Outstanding Warrants 2,257,294 2,648,621 Stock Options 211,186 211,186 Total Common Stock Equivalents Outstanding 2,468,480 2,859,807 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies: (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
Schedule of outstanding common stock shares and common stock equivalents | Years Ended 2022 2021 Common Stock Shares Outstanding 28,037,713 28,037,713 Common Stock Equivalents Outstanding Warrants 2,257,294 2,648,621 Stock Options 211,186 211,186 Total Common Stock Equivalents Outstanding 2,468,480 2,859,807 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, 2022 2021 Trucks $ 464,047 $ 393,055 Welding equipment 285,991 285,991 Office equipment 23,408 23,408 Machinery and equipment 18,663 18,663 Furniture and office equipment 12,767 12,767 Computer hardware 8,663 8,663 Computer software 22,191 22,191 Total property, plant and equipment, at cost 835,731 764,739 Less -- accumulated depreciation (673,388 ) (521,534 ) Property, plant and equipment, net $ 162,343 $ 243,205 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets other than goodwill and related accumulated amortization | December 31, December 31, Pro-Tech customer relationships $ 129,680 $ 129,680 Pro-Tech trademark 42,840 42,840 Accumulated amortization & impairment (76196 ) (58,944 ) Other intangible assets, net $ 96,323 $ 113,576 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income tax assets | 2022 2021 Net operating loss carryforwards $ 2,576,000 $ 2,543,000 Depreciation (12,000 ) (45,000 ) Equity based expenses 261,000 278,000 Other (23,000 ) (29,000 ) Deferred taxes 2,802,000 2,747,000 Valuation allowance (2,802,000 ) (2,747,000 ) Net deferred income tax assets $ - $ - |
Schedule of effective income tax rate | 2022 2021 Federal taxes at statutory rate 21 % 21.0 % Noncompulsory stock warrants 0.0 % 4.7 % State tax & other permanent items 3.2 % 16.5 % Change in state tax rate (8.4 )% 13 % Intangible impairment 0.0 % 0.0 % Change in valuation allowance (15.8 )% (55.2 )% Effective income tax rate 0.0 % 0.0 % |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | 2022 2021 Economic Injury Disaster Loan $ 150,000 $ 150,000 Vehicle Loan 28,559 - Paycheck Protection Program Loan 98,622 98,622 Arvest Loan 10,000 - New VPEG Note 3,717,476 3,550,276 Total notes payable $ 4,004,657 $ 3,798,898 Current portion of notes payable 3,743,065 3,559,048 Long term notes payable, net $ 261,592 $ 239,850 |
Schedule of future payments | 2023 $ 3,743,065 2024 15,589 2025 15,589 2026 15,589 2027 15,589 2028 and beyond 199,236 Total $ 4,004,657 |
Warrants for Stock (Tables)
Warrants for Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants for Stock [Member] | |
Schedule of warrants outstanding for common stock | Number of Weighted Balance January 1, 2021 2,706,847 $ 1.07 Granted - $ - Exercised - $ - Canceled (58,226 ) $ 9.14 Balance December 31, 2021 2,648,621 $ 0.98 Granted - $ - Exercised - - Canceled (391,327 ) $ 2.25 Balance December 31, 2022 2,257,294 $ 0.76 |
Schedule of outstanding warrants for common stock outstanding and exercisable | Warrants Outstanding Weighted Warrants Exercisable Range of Exercise Prices Number of Weighted Average Number of Weighted $4.94 – $13.30 2,027 $ 9.50 0.78 2,027 $ 9.50 $0.75 – $3.51 2,255,267 $ 0.75 0.33 2,255,267 $ 0.75 2,257,294 2,257,294 Warrants Outstanding Weighted Warrants Exercisable Range of Exercise Prices Number of Weighted Average Number of Weighted $4.94 – $13.30 2,343 $ 9.50 1.68 2,343 $ 9.50 $0.75 – $3.51 2,646,278 $ 0.97 1.19 2,646,278 $ 0.97 2,648,621 2,648,621 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of stock option activity | Number of Weighted Aggregate Number of Weighted Outstanding at January 1, 2021 211,186 $ 2.15 — 211,186 $ 2.31 Granted at Fair Value — — — — — Exercised — — — — — Canceled — — — — — Outstanding at December 31, 2021 211,186 $ 2.15 $ — 211,186 $ 2.15 Granted at Fair Value — — — — — Exercised — — — — — Canceled — — — — — Outstanding at December 31, 2022 211,186 $ 2.15 $ — 211,186 $ 2.15 (1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at the balance sheet date. If the exercise price exceeds the market value, there is no intrinsic value. |
Schedule of information about stock options | Range of Exercise Prices Number of Weighted Weighted Aggregate Number Weighted Aggregate $1.52 - $13.30 211,186 4.48 $ 2.15 $ — 211,186 $ 2.15 $ — Range of Exercise Prices Number of Weighted Weighted Aggregate Number Exercisable Weighted Aggregate $1.52 - $13.30 211,186 5.48 $ 2.15 $ — 211,186 $ 2.15 $ — |
Schedule of non-vested stock options | Non-Vested Stock Options Options Weighted Non-Vested at December 31, 2021 — $ — Granted — $ — Vested — $ — Forfeited — $ — Non-Vested at December 31, 2022 — $ — |
Segment and Geographic Inform_2
Segment and Geographic Information and Revenue Disaggregation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of financial statements information | Year Ended Category 2022 2021 >5% $ 983,652 $ 487,715 <5% 640,983 327,552 $ 1,624,635 $ 815,267 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of computation of net loss per common share – basic and diluted | Years Ended 2022 2021 Numerator: Net loss $ (321,484 ) $ (260,859 ) Denominator Basic weighted average common shares outstanding 28,037,713 28,037,713 Effect of dilutive securities - - Diluted weighted average common shares outstanding 28,037,713 28,037,713 Net loss per common share Basic and diluted $ (0.01 ) $ (0.01 ) |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies: (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Organization and Summary of Significant Accounting Policies: (Details) [Line Items] | ||
Accumulated deficit | $ (99,237,582) | $ (98,916,098) |
Working capital deficit | (3,845,929) | |
Loan proceeds | 152,000 | |
Additional borrowings | 230,000 | |
Recognized revenue | 1,624,635 | 815,267 |
Allowance | 0 | 5,002 |
Company suffered losses | 5,002 | |
Goodwill | $ 145,149 | $ 145,149 |
Useful life of contract-based intangible assets | 10 years | |
Weighted average number of common shares outstanding (in Shares) | shares | 28,037,713 | 28,037,713 |
Accounts Receivables [Member] | ||
Organization and Summary of Significant Accounting Policies: (Details) [Line Items] | ||
Number of customer | 3 | 3 |
Total revenue percentage | 78.20% | 64.90% |
Total Revenues [Member] | ||
Organization and Summary of Significant Accounting Policies: (Details) [Line Items] | ||
Number of customer | 3 | 4 |
Total revenue percentage | 52.70% | 60.10% |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies: (Details) - Schedule of estimated useful lives of the related assets | Dec. 31, 2022 |
Welding equipment, Trucks, Machinery and equipment [Member] | |
Organization and Summary of Significant Accounting Policies: (Details) - Schedule of estimated useful lives of the related assets [Line Items] | |
Useful Life | 5 years |
Office equipment [Member] | Minimum [Member] | |
Organization and Summary of Significant Accounting Policies: (Details) - Schedule of estimated useful lives of the related assets [Line Items] | |
Useful Life | 5 years |
Office equipment [Member] | Maximum [Member] | |
Organization and Summary of Significant Accounting Policies: (Details) - Schedule of estimated useful lives of the related assets [Line Items] | |
Useful Life | 7 years |
Computer hardware and software [Member] | |
Organization and Summary of Significant Accounting Policies: (Details) - Schedule of estimated useful lives of the related assets [Line Items] | |
Useful Life | 7 years |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies: (Details) - Schedule of outstanding common stock shares and common stock equivalents - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Outstanding Common Stock Shares And Common Stock Equivalents Abstract | ||
Common Stock Shares Outstanding | 28,037,713 | 28,037,713 |
Warrants | 2,257,294 | 2,648,621 |
Stock Options | 211,186 | 211,186 |
Total Common Stock Equivalents Outstanding | 2,468,480 | 2,859,807 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 151,854 | $ 145,920 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 835,731 | $ 764,739 |
Less -- accumulated depreciation | (673,388) | (521,534) |
Property, plant and equipment, net | 162,343 | 243,205 |
Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 464,047 | 393,055 |
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 office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 12,767 | 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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 17,252 | $ 17,252 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details) - Schedule of intangible assets other than goodwill and related accumulated amortization - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
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 & impairment | (76,196) | (58,944) |
Other intangible assets, net | $ 96,323 | $ 113,576 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Income taxes, description | Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. | |
Net operating loss carry forwards | $ 8,163,000 | |
Operating loss carry forwards, period | 20 years | |
Net operating loss, description | Combined with the Section 382 limitation, as of December 31, 2022 the Company has net operating losses available of approximately $8,954,000 which will expire in between 2028 and 2038, and $3,170,000 that will carryforward indefinitely. | |
Combined NOL | $ 12,124,000 | |
Deferred income tax assets and liabilities, percentage | 24.16% | |
Operating Loss Carry Forward [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carry forward | $ 200,000 | $ 330,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred income tax assets - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Deferred Income Tax Assets Abstract | ||
Net operating loss carryforwards | $ 2,576,000 | $ 2,543,000 |
Depreciation | (12,000) | (45,000) |
Equity based expenses | 261,000 | 278,000 |
Other | (23,000) | (29,000) |
Deferred taxes | 2,802,000 | 2,747,000 |
Valuation allowance | (2,802,000) | (2,747,000) |
Net deferred income tax assets |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of effective income tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Effective Income Tax Rate Abstract | ||
Federal taxes at statutory rate | 21% | 21% |
Noncompulsory stock warrants | 0% | 4.70% |
State tax & other permanent items | 3.20% | 16.50% |
Change in state tax rate | (8.40%) | 13% |
Intangible impairment | 0% | 0% |
Change in valuation allowance | (15.80%) | (55.20%) |
Effective income tax rate | 0% | 0% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Jun. 14, 2022 | Feb. 01, 2021 | Apr. 15, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 11, 2022 | Aug. 06, 2021 | Jan. 28, 2021 | Jun. 15, 2020 | Jun. 11, 2020 | Apr. 14, 2020 | |
Notes Payable (Details) [Line Items] | |||||||||||
Issuance costs | $ 15,200 | ||||||||||
Amortization of discount | $ 15,200 | ||||||||||
Loan proceeds | $ 98,622 | ||||||||||
Principal amount | $ 30,000 | $ 98,622 | |||||||||
Accrued interest | $ 2,373 | ||||||||||
Accrued interest, percentage | 1% | ||||||||||
Notes payable | $ 4,004,657 | $ 3,798,898 | |||||||||
Interest expense | 5,703 | 5,703 | |||||||||
Security agreement of amount | $ 31,437 | ||||||||||
Repayable amount | $ 586 | ||||||||||
Percentage of repayable | 4.50% | 5.50% | |||||||||
Loan amount | 30,035 | 0 | |||||||||
Prime rate | 0.75% | ||||||||||
Credit balance | $ 10,000 | ||||||||||
Maturity date | Jun. 11, 2050 | ||||||||||
Paycheck Protection Program Loan [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Loan proceeds | $ 168,800 | ||||||||||
Principal amount | $ 168,800 | $ 168,800 | |||||||||
Vehicle Loan [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Repayable year | 5 years | ||||||||||
Maturity date | Jun. 15, 2027 | ||||||||||
Matheson Note [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Purchase Agreement Description | Second PPP Note provides for certain customary events of default, including the Company’s: (i) failure to make a payment when due; (ii) breach of the note terms; (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 Second 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 Second 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 Second PPP Note, collect all amounts owing from the Company and file suit and obtain judgment against the Company. | ||||||||||
New VPEG Note [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Interest expense | $ 15,200 | 42,600 | |||||||||
Outstanding balance | $ 3,717,476 | 3,550,276 | |||||||||
EIDL Note [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Principal amount | $ 150,000 | ||||||||||
Accrued interest, percentage | 3.75% | ||||||||||
Notes payable | $ 150,000 | ||||||||||
Loan term | 30 years | ||||||||||
Payment of notes | $ 2,924 | $ 5,117 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total notes payable | $ 4,004,657 | $ 3,798,898 |
Current portion of notes payable | 3,743,065 | 3,559,048 |
Long term notes payable, net | 261,592 | 239,850 |
Economic Injury Disaster Loan [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total notes payable | 150,000 | 150,000 |
Vehicle Loan [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total notes payable | 28,559 | |
Paycheck Protection Program Loan [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total notes payable | 98,622 | 98,622 |
Arvest Loan [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total notes payable | 10,000 | |
New VPEG Note [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total notes payable | $ 3,717,476 | $ 3,550,276 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of future payments | Dec. 31, 2022 USD ($) |
Schedule Of Future Payments Abstract | |
2023 | $ 3,743,065 |
2024 | 15,589 |
2025 | 15,589 |
2026 | 15,589 |
2027 | 15,589 |
2027 and beyond | 199,236 |
Total | $ 4,004,657 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2017 |
Stockholders' Equity (Details) [Line Items] | ||
Conversion price | $ 0.04 | |
Series D Preferred Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares | 20,000 | |
Stated value, per share | $ 19.01615 | |
Redeemed shares | 1,667 |
Warrants for Stock (Details)
Warrants for Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants for Stock [Member] | ||
Warrants outstanding | $ 0 | $ 0 |
Exercisable | $ 0 | $ 0 |
Warrants for Stock (Details) -
Warrants for Stock (Details) - Schedule of warrants outstanding for common stock - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Number of Shares Underlying Warrants, beginning balance | 2,648,621 | 2,706,847 |
Weighted Average Exercise Price, beginning balance (in Dollars per share) | $ 0.98 | $ 1.07 |
Number of Shares Underlying Warrants, Granted | ||
Weighted Average Exercise Price, Granted (in Dollars per share) | ||
Number of Shares Underlying Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised (in Dollars per share) | ||
Number of Shares Underlying Warrants, Canceled | (391,327) | (58,226) |
Weighted Average Exercise Price, Canceled (in Dollars per share) | $ 2.25 | $ 9.14 |
Number of Shares Underlying Warrants, ending balance | 2,257,294 | 2,648,621 |
Weighted Average Exercise Price, ending balance (in Dollars per share) | $ 0.76 | $ 0.98 |
Warrants for Stock (Details) _2
Warrants for Stock (Details) - Schedule of outstanding warrants for common stock outstanding and exercisable - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants for Stock (Details) - Schedule of outstanding warrants for common stock outstanding and exercisable [Line Items] | ||
Number of Shares Underlying Warrants (in Shares) | 2,257,294 | 2,648,621 |
Number of Shares Underlying Warrants (in Shares) | 2,257,294 | 2,648,621 |
Exercise Price Range | ||
Warrants for Stock (Details) - Schedule of outstanding warrants for common stock outstanding and exercisable [Line Items] | ||
Exercise prices range, lower limit | $ 4.94 | $ 4.94 |
Number of Shares Underlying Warrants (in Shares) | 2,027 | 2,343 |
Weighted Average Exercise Price | $ 9.5 | $ 9.5 |
Weighted Average Remaining Contractual Life (in years) | 9 months 10 days | 1 year 8 months 4 days |
Number of Shares Underlying Warrants (in Shares) | 2,027 | 2,343 |
Weighted Average Exercise Price | $ 9.5 | $ 9.5 |
Exercise prices range, upper limit | 13.3 | 13.3 |
Exercise Price Range | ||
Warrants for Stock (Details) - Schedule of outstanding warrants for common stock outstanding and exercisable [Line Items] | ||
Exercise prices range, lower limit | $ 0.75 | $ 0.75 |
Number of Shares Underlying Warrants (in Shares) | 2,255,267 | 2,646,278 |
Weighted Average Exercise Price | $ 0.75 | $ 0.97 |
Weighted Average Remaining Contractual Life (in years) | 3 months 29 days | 1 year 2 months 8 days |
Number of Shares Underlying Warrants (in Shares) | 2,255,267 | 2,646,278 |
Weighted Average Exercise Price | $ 0.75 | $ 0.97 |
Exercise prices range, upper limit | $ 3.51 | $ 3.51 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Option [Member] | ||
Stock Options (Details) [Line Items] | ||
General and administrative expense | $ 0 | $ 0 |
Stock Options (Details) - Sched
Stock Options (Details) - Schedule of stock option activity - Stock Option [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Stock Options (Details) - Schedule of stock option activity [Line Items] | |||
Number of Options, Outstanding beginning balance | 211,186 | 211,186 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 2.15 | $ 2.15 | |
Aggregate Intrinsic Value, Outstanding beginning balance | [1] | ||
Number of Options Exercisable, Outstanding beginning balance | 211,186 | 211,186 | |
Weighted Average Fair Value At Date of Grant, Outstanding beginning balance | $ 2.15 | $ 2.31 | |
Number of Options, Granted at Fair Value | |||
Weighted Average Exercise Price, Granted at Fair Value | |||
Aggregate Intrinsic Value, Granted at Fair Value | [1] | ||
Number of Options Exercisable, Granted at Fair Value | |||
Weighted Average Fair Value At Date of Grant, Granted at Fair Value | |||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Aggregate Intrinsic Value, Exercised | [1] | ||
Number of Options Exercisable, Exercised | |||
Weighted Average Fair Value At Date of Grant, Exercised | |||
Number of Options, Canceled | |||
Weighted Average Exercise Price, Canceled | |||
Aggregate Intrinsic Value, Canceled | [1] | ||
Number of Options Exercisable, Canceled | |||
Weighted Average Fair Value At Date of Grant, Canceled | |||
Number of Options, Outstanding ending balance | 211,186 | 211,186 | |
Weighted Average Exercise Price, Outstanding ending balance | $ 2.15 | $ 2.15 | |
Aggregate Intrinsic Value, Outstanding ending balance | [1] | ||
Number of Options Exercisable, Outstanding ending balance | 211,186 | 211,186 | |
Weighted Average Fair Value At Date of Grant, Outstanding ending balance | $ 2.15 | $ 2.15 | |
[1] The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at the balance sheet date. If the exercise price exceeds the market value, there is no intrinsic value. |
Stock Options (Details) - Sch_2
Stock Options (Details) - Schedule of information about stock options - $1.52 - $13.30 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options (Details) - Schedule of information about stock options [Line Items] | ||
Number of Options (in Shares) | 211,186 | |
Weighted Average Remaining Contractual Life (Years) | 5 years 5 months 23 days | |
Weighted Average Exercise Price | $ 2.15 | |
Aggregate Intrinsic Value (in Dollars) | ||
Number Exercisable (in Shares) | 211,186 | |
Weighted Average Exercise Price of Exercisable Options | $ 2.15 | |
Minimum [Member] | ||
Stock Options (Details) - Schedule of information about stock options [Line Items] | ||
Range of Exercise Prices | 1.52 | |
Maximum [Member] | ||
Stock Options (Details) - Schedule of information about stock options [Line Items] | ||
Range of Exercise Prices | $ 13.3 | |
Stock Options [Member] | ||
Stock Options (Details) - Schedule of information about stock options [Line Items] | ||
Number of Options (in Shares) | 211,186 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 23 days | |
Weighted Average Exercise Price | $ 2.15 | |
Aggregate Intrinsic Value (in Dollars) | ||
Number Exercisable (in Shares) | 211,186 | |
Weighted Average Exercise Price of Exercisable Options | $ 2.15 | |
Stock Options [Member] | Minimum [Member] | ||
Stock Options (Details) - Schedule of information about stock options [Line Items] | ||
Range of Exercise Prices | 1.52 | |
Stock Options [Member] | Maximum [Member] | ||
Stock Options (Details) - Schedule of information about stock options [Line Items] | ||
Range of Exercise Prices | $ 13.3 | |
Aggregate Intrinsic Value One [Member] | ||
Stock Options (Details) - Schedule of information about stock options [Line Items] | ||
Aggregate Intrinsic Value (in Dollars) | ||
Aggregate Intrinsic Value Two [Member] | ||
Stock Options (Details) - Schedule of information about stock options [Line Items] | ||
Aggregate Intrinsic Value (in Dollars) |
Stock Options (Details) - Sch_3
Stock Options (Details) - Schedule of non-vested stock options - Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options (Details) - Schedule of non-vested stock options [Line Items] | ||
Options, Non-Vested at beginning balance | ||
Weighted Average Grant Date Fair Value, Non-Vested at beginning balance | ||
Options, Granted | ||
Weighted Average Grant Date Fair Value, Granted | ||
Options, Vested | ||
Weighted Average Grant Date Fair Value, Vested | ||
Options, Forfeited | ||
Weighted Average Grant Date Fair Value, Forfeited | ||
Options, Non-Vested at ending balance | ||
Weighted Average Grant Date Fair Value, Non-Vested at ending balance |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 4,734 | $ 4,197 |
Commitments and contingencies, description | The Company’s office space in Austin, Texas is leased on a month-to-month basis, and the lease agreement for the Pro-Tech facility in Oklahoma County, Oklahoma is cancellable at any time by giving notice of 90 days. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | |||
Apr. 10, 2018 | Jan. 31, 2021 | Sep. 03, 2021 | Oct. 30, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||
Warrant expiration term | 5 years | |||
Shares issued (in Shares) | 1,880,267 | |||
Increase the loan amount | $ 4,000,000 | $ 3,000,000 | ||
Sale of stock, consideration receivable on transaction | $ 3,500,000 | |||
Visionary Private Equity Group I, LP [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Shares issued (in Shares) | 1,880,267 | |||
Investor [Member] | Visionary Private Equity Group I, LP [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Outstanding indebtedness amount | $ 1,410,200 | |||
Warrant exercise price (in Dollars per share) | $ 0.75 | |||
Stock price (in Dollars per share) | $ 0.75 | |||
Share based compensation | $ 11,281,602 | |||
Investor [Member] | Debt Agreement [Member] | Visionary Private Equity Group I, LP [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Maximum borrowing capacity | $ 2,000,000 | |||
Original issue debt discount percentage | 10% | |||
Conversion price (in Dollars per share) | $ 0.75 |
Segment and Geographic Inform_3
Segment and Geographic Information and Revenue Disaggregation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment and Geographic Information and Revenue Disaggregation (Details) - Schedule of financial statements information [Line Items] | ||
Total annual revenues | $ 1,624,635 | $ 815,267 |
Less Than Five Percent [Member] | ||
Segment and Geographic Information and Revenue Disaggregation (Details) - Schedule of financial statements information [Line Items] | ||
Total annual revenues | 983,652 | 487,715 |
More Than Five Percent [Member] | ||
Segment and Geographic Information and Revenue Disaggregation (Details) - Schedule of financial statements information [Line Items] | ||
Total annual revenues | $ 640,983 | $ 327,552 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Dilutive shares | 2,468,480 | 2,859,807 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of computation of net loss per common share – basic and diluted - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss | $ (321,484) | $ (260,859) |
Denominator | ||
Basic weighted average common shares outstanding | 28,037,713 | 28,037,713 |
Effect of dilutive securities | ||
Diluted weighted average common shares outstanding | 28,037,713 | 28,037,713 |
Net loss per common share | ||
Basic | $ (0.01) | $ (0.01) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of computation of net loss per common share – basic and diluted (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Computation Of Net Loss Per Common Share Basic And Diluted Abstract | ||
Diluted | $ (0.01) | $ (0.01) |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Contributions to the pro tech hardbanding | $ 11,917 | $ 11,188 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended |
Apr. 11, 2023 USD ($) | |
Forecast [Member] | |
Subsequent Events (Details) [Line Items] | |
Additional loan proceeds | $ 52,500 |