EVO Transportation & Energy Services (EVOA) 10-Q 26 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 19, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	MINN SHARES INC
Entity Central Index Key	728,447
Trading Symbol	MSHS
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock Shares Outstanding		325,974

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 282,580	$ 24,944
Accounts receivable	360,934
Volumetric excise tax credit receivable		15,214
Inventory	1,255
Prepaids	43,694	11,576
Total current assets	688,463	51,734
Non-current assets
Property and equipment, net	7,870,334	1,102,249
Construction in progress	470,694	79,354
Goodwill and other intangibles	4,097,641
Deposits and other long-term assets	250,087	39,646
Total non-current assets	12,688,756	1,221,249
Total assets	13,377,219	1,272,983
Current liabilities
Accounts payable	1,376,268	822,829
Accounts payable - related party	304,838	261,060
Advances from member	519,825	37,500
Accrued interest - related party	282,261	164,368
Accrued expenses	200,910	127,596
Derivative liability	5,873
Current portion of subordinated convertible senior notes payable to members	1,421,556	1,021,556
Convertible promissory notes - related party	3,993,603
Current portion of long-term debt	122,974	121,299
Total current liabilities	8,228,108	2,556,208
Non-current liabilities
Long term subordinated convertible notes payable to members	1,166,373	1,166,373
Convertible promissory notes - related party, net unamortized discount of $2,388,123 and $0	7,516,980	405,103
Long term debt, less current portion	1,042,311	1,073,690
Derivative liability, less current portion	48,752
Deferred rent	15,439	15,439
Deferred income tax liability	71,294	71,294
Total non-current liabilities	9,861,149	2,731,899
Total liabilities	18,089,257	5,288,107
Commitments and contingencies
Members' and Stockholders' deficit
Preferred stock, $.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding
Common stock, $.0001 par value; 100,000,000 shares authorized; 325,974 (2017) and 317,207 (2016) shares issued and outstanding	33	32
Additional paid-in capital	912,490	899,304
Accumulated deficit	(5,624,561)	(4,914,460)
Total members' and stockholders' deficit	(4,712,038)	(4,015,124)
Total liabilities and members' and stockholders' deficit	$ 13,377,219	$ 1,272,983

Consolidated Balance Sheets (U3

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Balance Sheets [Abstract]
Convertible promissory notes - related party, net unamortized discount	$ 2,388,123	$ 0
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	325,974	317,207
Common stock, shares outstanding	325,974	317,207

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue
CNG sales	$ 477,227	$ 64,470
Volumetric excise tax credit		47,375
Total revenue	477,227	111,845
CNG cost of sales	269,836	53,372
Gross profit	207,391	58,473
Operating expenses
General and administrative	560,589	299,720
Depreciation	130,231	51,312
Total operating expenses	690,820	351,032
Other expense
Interest expense	(198,665)	(56,212)
Loss on acquisition of El Toro		(717,011)
Gain on derivative liability	(28,007)
Total other expense	(226,672)	(773,223)
Net loss	$ (710,101)	$ (1,065,782)
Basic weighted average common shares outstanding	321,285	139,040
Basic loss per common share	$ (2.21)	$ (7.67)
Diluted weighted average common shares outstanding	325,974	139,040
Diluted loss per common share	$ (2.21)	$ (7.67)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities
Net loss	$ (710,101)	$ (1,065,782)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	130,231	51,312
Deferred rent		(4,215)
Prepaid rent		22,711
Loss on acquisition of El Toro		717,011
Loss on derivative liability	52
Realized gain on derivative	(28,059)
Common stock issued with debt	13,187
Consulting expense converted to subordinated notes payable to members		99,235
Accretion of debt discount	17,684
Amortization of deferred financing costs		52,579
Changes in assets and liabilities
Accounts receivable	(360,934)
Volumetric excise tax credit receivable	15,214	(47,615)
Inventory	(1,255)
Due from related parties		21,986
Deposits and other long-term assets	(11,691)
Accounts payable	306,927	(99,961)
Accounts payable - related party	43,778	47,052
Accrued interest related party	117,893	(10,242)
Accrued expenses	73,314	1,000
Adjustments to reconcile net loss to net cash used in operating activities, total	316,341	850,853
Net cash used in operating activities	(393,760)	(214,929)
Cash flows from investing activities
Purchase of equipment		(33,494)
Construction in progress	(144,828)	(66,494)
Cash from acquisition		(3,434)
Net cash used in investing activities	(144,828)	(103,422)
Cash flows from financing activities
Line-of-credit		(150,000)
Advances from member	482,325	37,500
Promissory note - related party	(56,397)
Subordinated convertible senior notes payable to members	400,000	650,000
Payments of principal on long-term debt	(29,704)	(18,474)
Net cash provided by financing activities	796,224	519,026
Net increase in cash	257,636	200,675
Cash and cash equivalents - beginning of year	24,944	358
Cash and cash equivalents - end of year	$ 282,580	$ 201,033

Consolidated Statements of Cas6

Consolidated Statements of Cash Flows (Parenthetical) (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Supplemental cash flow information
Cash paid for interest	$ 63,088	$ 66,454
Supplemental disclosure of non-cash activity [Abstract]
Subordinated notes payable to members		99,235
Accounts payable - related party		127,108
Conversion of long term notes		85,599
Subordinated convertible senior notes payable to members		21,556
Subordinated notes payable to member of related party		64,043
Construction in progress purchases in accounts payable	$ 246,512	$ 247,277

Consolidated Statements of Cas7

Consolidated Statements of Cash Flows (Parenthetical 1) (Unaudited) - USD ($)	Feb. 01, 2017	Jan. 02, 2016
Business Acquisition [Line Items]
Prepaid		$ 11,576
Property and equipment		$ 1,271,617
EAF [Member]
Business Acquisition [Line Items]
Prepaid	$ 32,118
Goodwill and other intangibles	4,097,641
Property and equipment	6,898,316
Deposits and other long-term assets	198,750
Derivative liability	(5,821)
Derivative liability, less current portion	(76,811)
Convertible promissory note - related party	(4,050,000)
Convertible promissory note - related party, less current portion	$ (7,094,193)

Basis of Presentation and Secur

Basis of Presentation and Securities Exchange	3 Months Ended
	Mar. 31, 2017
Basis of Presentation and Securities Exchange [Abstract]
Basis of Presentation and Securities Exchange	Note 1 - Basis of Presentation and Securities Exchange These financial statements represent the consolidated financial statements of Minn Shares Inc. (“Minn Shares”), its wholly owned subsidiaries, Titan CNG LLC (“Titan”) and Environmental Alternative Fuels, LLC (“EAF”), Titan’s wholly-owned subsidiaries, El Toro, Titan Diamond Bar LLC (“Diamond Bar”), and Titan Blaine, LLC (“Blaine”), and EAF’s wholly-owned subsidiary, EVO CNG, LLC (“EVO”) (collectively, the "Company"). On November 22, 2016, Titan and its members entered into an Agreement and Plan of Securities Exchange with Minn Shares whereby Minn Shares acquired all of the equity interests of Titan and Titan became a wholly-owned subsidiary of Minn Shares (the “Titan Securities Exchange”). Minn Shares issued 248,481 shares of its Common Stock to acquire Titan, which resulted in the former Titan equity holders owning approximately 91.25% of the outstanding Common Stock after the consummation of the Titan Securities Exchange. At the closing of the Titan Securities Exchange, all of the units issued and outstanding for Titan immediately prior to the closing of the Titan Securities Exchange were converted into 248,481 shares of common stock, par value $0.0001 per share (“Common Stock”) of Minn Shares. The Company did not have any stock options or warrants to purchase shares of its capital stock outstanding at the time of the Titan Securities Exchange. Cash and cash equivalents $ 3,377 Accounts payable (54,036 ) Convertible promissory note - related party (405,103 ) Reverse acquisition $ (455,762 ) Because the former members of Titan owned approximately 91.25% of the combined company on completion of the Titan Securities Exchange, the transaction was accounted for as a recapitalization through a reverse acquisition, with no goodwill or other intangibles recorded. As such, the financial information reflects the historical financial information of Titan, Diamond Bar and Blaine and the remaining assets and liabilities of Minn Shares brought over at historical cost. Minn Shares’ results of operation, which were de minimis, are included in the Company’s financial statements from the date of acquisition, November 22, 2016. Costs of the transaction have been charged to operations. The capital structure of the Company has been retroactively adjusted to reflect that of Minn Shares with all shares being adjusted based on the exchange ratio of equity interest in connection with the Titan Securities Exchange. As a result of the Titan Securities Exchange, Minn Shares acquired the business of Titan and Titan subsidiaries El Toro, Diamond Bar and Blaine as of November 22, 2016, and will continue the existing business operations of Titan, El Toro, Diamond Bar and Blaine as a publicly traded company under the name Minn Shares Inc. On February 1, 2017, Minn Shares, EAF, EVO, and Danny R. Cuzick (“Danny Cuzick”), Damon R. Cuzick (“Damon Cuzick”), Theril H. Lund and Thomas J. Kiley (together with Danny Cuzick and Damon Cuzick, the “EAF Members”) consummated the transactions contemplated by that certain Agreement and Plan of Securities Exchange dated January 11, 2017 (the “EAF Exchange Agreement”), by and among Minn Shares, EAF, EVO and the EAF Members. Pursuant to the EAF Exchange Agreement, Minn Shares acquired all of the membership interests in EAF (the “EAF Interests”) from the EAF Members. EAF, together with EVO, is a compressed natural gas fueling station company with six fueling stations in California, Texas, Arizona and Wisconsin. In determining the accounting acquirer in the transactions contemplated by the EAF Exchange Agreement, management considered the Financial Accounting Standards Board’s Accounting Standard Codification (“ASC”) 805— Business Combinations On April 6, 2017, the Company effected a 50-for-1 reverse stock split of its common stock pursuant to which each 50 shares of issued and outstanding common stock became one share of common stock (the “Reverse Split”). No fractional shares were issued as a result of the Reverse Split. All references to numbers of shares of Common Stock and per share amounts give retroactive effect to the Reverse Split for all periods presented. Going Concern The Company is an early stage company in the process of acquiring several businesses in the vehicle fuels industry. As of March 31, 2017 the Company acquired EAF, which was financed through approximately $13.6 million of debt of which $3.8 million is contemplated to be repaid through a successful secondary offering before the December 31, 2017 due date. As of March 31, 2017, the Company has a working capital deficit of approximately $7.5 million which management anticipates rectifying with additional public or private offerings. The Company also is evaluating certain cash flow improvement measures. However, there can be no assurance that the Company will be successful in these efforts. The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Description of Business and Sum

Description of Business and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Description of Business and Summary of Significant Accounting Policies [Abstract]
Description of Business and Summary of Significant Accounting Policies	Note 2 - Description of Business and Summary of Significant Accounting Policies The Company is a compressed natural gas (“CNG”) service business based in Wayzata, Minnesota. Titan is the management company and El Toro, Diamond Bar, and Blaine are CNG service stations. El Toro was formed during 2013 and began operations during 2015. El Toro, located in Lake Forest, California, is a comprehensive natural gas vehicle solutions provider that offers products and services to corporate and municipal fleet operators as well as individual consumers. Blaine and Diamond Bar were formed in 2015. In March 2016 Diamond Bar began operations of its CNG station under a lease agreement with the State of California South Coast Air Quality Management District (“SCAQMD”) in Diamond Bar, California. The Company is currently constructing Blaine, a private station, for Walters Recycling & Refuse, Inc. (“Walters”) in Blaine, Minnesota, which it will operate under a seven year take-or-pay contract with Walters. These subsidiaries also intend to provide comprehensive natural gas vehicle solutions to corporate and municipal fleet operators as well. On February 1, 2017, pursuant to the EAF Exchange Agreement, Minn Shares acquired all of the membership interests of EAF. EAF, together with EVO, is a compressed natural gas fueling station company with six fueling stations in California, Texas, Arizona and Wisconsin. Minn Shares Inc. was incorporated in the State of Delaware on October 22, 2010. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Minn Shares Inc. and its subsidiaries, Titan and EAF, Titan's wholly owned subsidiaries, El Toro, Diamond Bar and Blaine, and EAF’s wholly owned subsidiary, EVO. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to accounts receivable, depreciation and useful lives on property and equipment and contingencies. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Accounts Receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company's estimate of the allowance for doubtful accounts will change and that losses ultimately incurred could differ materially from the amounts estimated in determining the allowance. No allowance for doubtful accounts was recorded for the three months ended March 31, 2017. Concentrations of Credit Risk During the three months ended March 31, 2017 and 2016, five customers accounted for 92% and 13%, respectively of total revenues. At March 31, 2017 and 2016, five customers accounted for 93% of total accounts receivable. Property and Equipment Property and equipment are stated at cost. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets, ranging from five to 40 years, and the shorter of the estimated economic life or related lease terms for leasehold improvements. The Company expenses repairs and maintenance costs as incurred and capitalizes costs that extend the useful lives of the stations. Construction in progress represents the accumulated costs of assets not yet placed in service and primarily relates to equipment purchases and architectural fees for a CNG station being constructed by Blaine. Goodwill and Intangible Assets Goodwill represents the excess of fair value over the net assets of the business acquired. Goodwill is evaluated for impairment annually or when a triggering event indicates it is more likely than not that an impairment may be necessary. Definite-lived intangible assets are amortized over their estimated useful lives. In addition, amortized intangible assets are reviewed for impairment annually or when indicators of impairment exist. No impairment expense was recognized during the three months ended March 31, 2017. Long-Lived Assets The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset's carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Net Loss per Share of Common Stock Basic loss per share is computed by dividing net loss available to holders of the Company’s Common Stock by the weighted average number of shares of Common Stock outstanding for the period. Diluted loss per share reflects the potential dilution that would occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock. Revenue Recognition The Company's revenues primarily consist of CNG fuel sales. These revenues are recognized in accordance with GAAP, which requires that the following four criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. Applying these factors, the Company typically recognizes revenue from the sale of natural gas fuel at the time the fuel is dispensed. The Company is eligible to receive, at times, a federal alternative fuels tax credit when a gasoline gallon equivalent of CNG is sold as vehicle fuel. Based on the service relationship with its customers, either the Company or its customers claims the credit. The Company records its VETC credits, if any, as revenue in its statements of operations as the credits are fully refundable. See the discussion under VETC below for further information. Volumetric Excise Tax Credit For 2016, the VETC credit was $0.50 per gasoline gallon equivalent of CNG that is sold as a vehicle fuel. The American Taxpayer Relief Act, signed into law on January 2, 2013, reinstated VETC for 2013 and made it retroactive to January 1, 2012. The Tax Increase Prevention Act, signed into law on December 19, 2014, reinstated VETC for the 2014 calendar year and made it retroactive to January 1, 2014. The Company did not record any VETC revenues in 2012, 2013 or 2014. In December 2015, the VETC was extended through December 31, 2016 and made retroactive to January 1, 2015. As a result, VETC revenues for the three months ended March 31, 2016 was $47,375. As of March 31, 2017 the VETC has not been extended into 2017. Income Taxes The Company recognizes deferred tax liabilities and assets based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. The Company's temporary differences result primarily from depreciation. The Company evaluates its tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions will more likely than not be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are not recorded as a tax benefit or expense in the current year. Interest and penalties, if applicable, are recorded in the period assessed as general and administrative expenses. However, no interest or penalties have been assessed for the three months ended March 31, 2017 and 2016. Tax years that remain subject to examination include 2013 through the current year for federal and state, respectively. Deferred income taxes are provided for temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment. In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards. Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, Intangibles - Goodwill and Other (Topic 350) ("ASU 2017-04"), Simplifying the Test for Goodwill Impairment. In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) , Measurement of Credit Losses on Financial Instruments. In March 2016, FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which will require lessees to recognize a right-of-use asset and a lease liability for all leases that are not short-term in nature. For a lessor, the accounting applied is also largely unchanged from previous guidance. The new rules will be effective for the Company in the first quarter of 2019. The Company is in the process of evaluating the impact the amendment will have on its consolidated financial position or results of operations.

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2017
Acquisitions [Abstract]
Acquisitions	Note 3 - Acquisitions EAF On February 1, 2017, pursuant to the EAF Exchange Agreement, Minn Shares acquired all of the membership interests of EAF. EAF, together with EVO, is a compressed natural gas fueling station company with six fueling stations in California, Texas, Arizona and Wisconsin. In determining the accounting acquirer in the transactions contemplated by the EAF Exchange Agreement, management considered the Financial Accounting Standards Board’s Accounting Standard Codification (“ASC”) 805— Business Combinations The following unaudited table summarized the preliminary fair value allocation of the assets acquired and liabilities assumed at the acquisition date which were based on the best information available at the time the financial statements were issued and is subject to change. Prepaid $ 32,118 Goodwill and other intangibles 4,097,641 Property and equipment 6,898,316 Deposits and other long-term assets 198,750 Derivative liability (5,821 ) Derivative liability, less current portion (76,811 ) Convertible promissory note - related party (4,050,000 ) Convertible promissory note - related party, less current portion (7,094,193 ) The following table summarizes the unaudited pro forma results of the Company giving effect to the acquisition as if it had occurred on January 1, 2016. The unaudited pro forma information is not necessarily indicative of the results of operations of the Company had this acquisition occurred at the beginning of the years presented, nor is it necessarily indicative of future results. For the Three Months Ended March 31, 2017 2016 (Unaudited) (Unaudited) Revenue $ 681,250 $ 785,018 Net loss $ (630,703 ) $ (886,911 ) Basic weighted average common stock outstanding 321,285 321,285 Basic loss per common share $ (1.96 ) $ (2.76 ) The Company is evaluating, but expects the goodwill and other intangibles will likely be deductible for income tax purposes. As consideration for the EAF Interests, Minn Shares issued a promissory note to an EAF member in the principal amount of $3.8 million (the “Senior Promissory Note”) that bears interest at 7.5%, with a default interest rate of 12.5% per year and has a maturity date of the earlier of (a) the date that is ten days after the initial closing of a private offering of capital stock of Minn Shares in an amount not less than $10 million (a “Private Offering”); (b) December 31, 2017 or a (c) declaration by the noteholder of an event of default under the Senior Promissory Note. Also as consideration for the EAF Interests, Minn Shares issued convertible promissory notes to the EAF Members in the aggregate principal amount of $9.5 million (the “Convertible Notes”). The Convertible Notes bear interest at 1.5% per year and have a maturity date of February 1, 2026. The Convertible Notes are convertible into 1,400,000 shares (the “Transaction Shares”) of Common Stock, subject to adjustment for any stock splits, combinations or similar transactions, representing approximately 81.1% of the Company’s total outstanding shares of Common Stock on a post transaction basis. Accordingly, the conversion of the Convertible Notes will result in a change in control of the Company, all else being equal. The number of Transaction Shares will be increased to equal 70% of the issued and outstanding Common Stock if the issuance of Common Stock pursuant to a private offering of Common Stock of up to $2 million and the conversion of the Company’s subordinated notes payable to members and Senior Bridge Notes, convertible promissory notes, and certain accounts payable into Common Stock would otherwise cause the Transaction Shares to represent less than 70% of the issued and outstanding Common Stock. Pursuant to the terms of the EAF Exchange Agreement, the EAF Members are entitled to demand registration rights and piggyback registration rights with respect to the Transaction Shares upon customary terms, limitations, exceptions and conditions. The Convertible Notes are secured by all of the assets of EAF and the EAF Interests, which the Company pledged to the EAF Members as security for the Convertible Notes. Each Convertible Note is convertible at the applicable holder’s option beginning on the first anniversary of the date of issuance of the Convertible Notes, including at any time within 90 days after the holder’s receipt of notice of consummation of (1) a reorganization, merger or similar transaction where Minn Shares is not the surviving or resulting entity or (2) the sale of all or substantially all of Minn Shares’ assets, subject to customary restrictions. Each holder’s conversion option is subject to a monthly limit of the number of shares of Common Stock equal to 10% of the thirty day average trading volume of shares of Common Stock during the prior calendar month. The Convertible Notes are also subject to mandatory conversion at the Company’s option beginning on the first anniversary of the date of issuance of the Convertible Notes if: (i) the closing price of the Common Stock is greater than (A) 150% of the price at which a share of Common Stock is sold in a Private Offering or (B) $10.00 if a Private Offering has not occurred by December 31, 2017 and (ii) the average daily trading volume of shares of Common Stock has equaled 100,000 or more for the 30 days prior to the applicable date. Upon a conversion of the Convertible Notes, accrued interest may also be converted at the greater of (i) the amount of interest to be converted divided by the exchange ratio of 0.1357, subject to adjustment for stock splits or combinations, or (ii) the amount of interest to be converted divided by the closing price of the Common Stock on the trading day preceding the conversion date. In connection with the closing of the EAF Exchange Agreement, on February 1, 2017, the Company issued promissory notes to the EAF Members in the aggregate principal amount of $250,000 that bear interest at 6% per annum with a default rate of 11% per annum and a maturity date of the earlier of (a) the closing of a Private Offering; (b) 180 days from the date of the notes and (c) declaration by a holder of an event of default under the holder’s note (the “Working Capital Notes”). In connection with the closing of the EAF Exchange Agreement, on February 1, 2017, the Company guaranteed a note from an EAF member to EAF dated January 30, 2017 in the principal amount of $4 million (the “EAF Note”). The EAF Note is secured by all assets of EAF and is guaranteed by EAF. The EAF Note bears interest at 7.5% per annum with a default rate of 12.5% per annum and has a maturity date of the earlier of (a) February 1, 2020 and (b) declaration by the noteholder of an event of default under the EAF Note.

Balance Sheet Disclosures

Balance Sheet Disclosures	3 Months Ended
	Mar. 31, 2017
Balance Sheet Disclosures [Abstract]
Balance Sheet Disclosures	Note 4 - Balance Sheet Disclosures Property and equipment are summarized as follows: March 31, December 31, 2017 2016 Equipment $ 4,186,015 $ 664,276 Site development 401,462 401,462 Buildings 3,538,044 161,467 Leasehold improvements 46,728 46,728 Computer equipment 42,109 42,109 8,214,358 1,316,042 Less accumulated depreciation (344,024 ) (213,793 ) $ 7,870,334 $ 1,102,249 Depreciation expense for the three months ended March 31, 2017 and 2016 was $130,231 and $51,312, respectively. Construction in progress contains amounts paid and accrued for construction of the Blaine CNG station that has not been placed into service as of December 31, 2016. Accrued expenses consist of the following: March 31, December 31, 2017 2016 Professional fees $ 99,840 $ 82,386 Credit cards 30,390 32,061 FET taxes 60,755 - Deferred rent 9,925 13,149 $ 200,910 $ 127,596

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Accounts Payable - Related Party The Company's accounts payables - related party consist of guaranteed payments and expense reimbursement to members. Accounts payable - related party was $304,838 and $261,060 for the three months ended March 31, 2017 and the year ended December 31, 2016, respectively. Advances Related Party During the three months ended March 31, 2017, an EAF member advanced $482,325 to the Company. During the year ended December 31, 2016, a Titan member advanced $2,000 to the Company. During the year ended December 31, 2016 an El Toro member advanced $35,500 to the Company. Accrued Interest - Related Party The Company's accrued interest - related party are the accrued interest payments on members' convertible senior notes payable and notes payable to members. Accrued interest - related party was $282,261 and $164,368 for the three months ended March 31, 2017 and December 31, 2016, respectively.

Long-Term Debt

Long-Term Debt	3 Months Ended
	Mar. 31, 2017
Long-Term Debt [Absract]
Long-Term Debt	Note 6 - Long-Term Debt Long-term debt consists of: March 31, 2017 December 31, 2016 $1,300,000 SBA note payable issued December 31, 2014, with interest at 5.50% for the first five years, then adjusted to the SBA LIBOR base rate, plus 2.35% for the remaining five years. The note required interest only payments for the first twelve months and commencing during January 2016 calls for monthly principle and interest payments of $15,288. The note matures March 2024 is secured by substantially all of the Company’s business assets and is personally guaranteed by certain members. The note is a co-borrower arrangement between Titan and El Toro with the proceeds received by El Toro. The Company issued to members 35,491 units (equivalent to 31,203 common shares) in Titan as compensation for the guarantee. The Company was in violation of certain restrictive covenants as of March 31, 2017 and December 31, 2016. $ 1,165,285 $ 1,194,989 Six subordinated convertible senior notes payable to members ("Senior Bridge Loans") with interest at 12%. In connection with the notes payable, the note holders were issued 25,541 Class A Membership Units (equivalent to 22,455 common shares). In the event of a default the Company is required to pay the holder a stated number of Class A Membership Units on the date of default and each 90 day interval thereafter until all amounts due have been paid in full. Effective July 2016, the maturity date of the Senior Bridge Notes was extended to September 30, 2016 and allowed for an interest rate increase from 12% to 16% effective March 14, 2016. The default interest rate was increased from 15% to 18%. As part of the first amendment, the note holders received 3,359 Class A Membership Units (equivalent to 2,953 common shares) in Titan. In September 2016, the Senior Bridge Notes were amended to extend the due date to April 30, 2017 and the Company paid a fee for the extension of 1% of the outstanding principal balance to the note holders. In addition, at the Company's sole discretion, assuming the notes are not in default, the Company has the ability to extend the notes to October 31, 2017. A fee of 1% of the outstanding principal balance will be paid at January 31, 2017, April 30, 2017 and again on July 31, 2017 should the Company choose to extend the notes at each of these dates. The notes are secured by a subordinate security interest on substantially all of the Company's assets and are personally guaranteed by two members. Subsequent to March 31, 2017, the Company paid the 1% fee to extend the notes to July 31, 2017. 1,421,556 1,021,556 March 31, 2017 December 31, 2016 Nine subordinated notes payable to members with interest at 12%, with maturity at December 2020, secured by a subordinate security interest on substantially all assets of the Company. 1,166,373 1,166,373 Three convertible promissory notes to members with interest at 12%, with maturity on or after November 2019. At the next equity financing the holder at their discretion may elect to convert the principal and interest. The promissory notes are unsecured. 405,103 405,103 A convertible promissory note to a former EAF member with interest at 7.5%, with maturity during December 2017, ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $10 million or at discretion of the member. 3,743,603 - Four convertible promissory notes to former EAF members with interest at 6%, with maturity during July 2017, with a private offering or at the discretion of the member. The convertible promissory notes are secured by substantially all of the Company's assets. 250,000 - Four convertible promissory notes to former EAF members with interest at 1.5%, with maturity during February 2026, with a private offering or at the discretion of the member. The promissory notes are convertible into 1,400,000 shares. The convertible promissory notes are secured by substantially all of the Company's assets. The Company imputed an interest rate of 5% on the promissory notes. The discount is accreted over the period from the date of issuance to the date the promissory notes are due using the effective interest rate method. 9,500,000 - 17,651,920 3,788,021 Debt discount (2,388,123) - Less current portion (5,538,133 ) (1,142,855 ) $ 9,725,664 $ 2,645,166 Maturities of long-term obligations are as follows: Year Ending December 31, Related Party Notes Other Notes Total Nine months ended December 31, 2017 2017 $ 5,415,159 $ 122,974 $ 5,538,133 2018 - 128,141 128,141 2019 405,103 135,369 540,472 2020 1,166,373 143,005 1,309,378 2021 - 151,071 151,071 Thereafter 9,500,000 484,725 9,984,725 $ 16,486,635 $ 1,165,285 $ 17,651,920

Derivative Instruments

Derivative Instruments	3 Months Ended
	Mar. 31, 2017
Derivative Instruments [Abstract]
Derivative Instruments	Note 7 - Derivative Instruments The Company periodically enters into various commodity hedging instruments to mitigate a portion of the effect of natural gas price fluctuations, as summarized in the table below. Open derivative positions are accounted for on a fair value basis at the consolidated balance sheet date, and any unrealized gain or loss is included in other expense on the consolidated statement of operations. Gains and losses from settled transactions are also recorded in other expense on the consolidated statement of operations. The Company does not have any derivative contracts designated as cash flow hedges. The following table summarizes the fair value of the derivatives recorded in the consolidated balance sheets, by category. Fair Value for the three months ended March 31, 2017 Current commodity derivative liability $ 5,821 Long-term commodity derivative liability 48,752 Total derivative liability $ 54,573 As of March 31, 2017, the Company was party to one open derivative position outstanding summarized below: Type Term Volume Index Fixed Price ($/Dth) Swap March 2015 - February 2019 95,000 NYM-LDS $ 3.82 The Company incurred realized loss on derivative liability of $52 for the three months ended March 31, 2017. The Company incurred unrealized gain on derivative liability of $28,059 for the three months ended March 31, 2017.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2017
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 8 – Fair Value Measurements Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1: Quoted prices are available in active markets for identical assets or liabilities; Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; or Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company's policy is to recognize transfers in and/or out of the fair value hierarchy as of the end of the reporting period in which the event or change in circumstances caused the transfer. The Company has consistently applied the valuation techniques discussed below in all periods presented. The following table presents the Company's financial liabilities that were accounted for at fair value on a recurring basis as of December 31, 2016, by level, within the fair value hierarchy: Description Level 1 Level 2 Level 3 Total Liability Derivative liability $ - $ 54,573 $ - $ 54,573 The fair value of these derivative swap contracts is based on market prices posted on the New York Mercantile Exchange for natural gas. The Company determines the fair value of its derivative instruments under the income approach using a discounted cash flow model. The valuation model requires a variety of inputs, including contractual terms, projected natural gas prices, discount rates, and credit risk adjustments, as appropriate. The Company's estimates of fair value of derivatives include consideration of the counterparty's creditworthiness, the Company's creditworthiness, and the time value of money. The consideration of these factors results in an estimated exit price for each derivative asset or liability under a marketplace participant's view. All of the significant inputs are observable, either directly or indirectly; therefore, the Company's derivative instruments are included within the Level 2 fair value hierarchy.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 9 - Commitments and Contingencies Operating Leases The Company leases office space in Minnesota on a month to month basis with payments of $977 per month. Titan entered into an operating lease agreement which expires in February 2019, with an option to extend to February 2024. In November 2014 the lease was amended to add El Toro as a co-lessee. The monthly payments range from $10,000 to $11,604. The lease calls for rent increases over the term of the lease. The Company records rent expense on a straight line basis using average rent for the term of the lease. The excess of the expense over cash rent paid is shown as deferred rent. Rent expense for the three months ended March 31, 2017 and 2016 was approximately $35,000. Future minimum lease payments under these leases are approximately as follows: Year Ending December 31, Nine months ended December 31, 2017 2017 $ 104,000 2018 139,000 2019 23,000 $ 266,000 Grant Agreement In 2013 the Titan was the recipient of two grants in the amount of $300,000 and $150,000 from the California Energy Commission (“CEC”) and SCAQMD. The grant funds were used to complete the construction of a facility on El Toro Road as contemplated in the grant agreements. The grant proceeds are subject to repayment if the Company does not satisfy certain operational metrics contained in the grant agreements. The Company believes that it can satisfy these objectives, although it cannot provide assurance that such future events will occur. In addition, the use of Titan on the project could be construed as requiring amendments to the grant agreements or consent from the CEC or SCAQMD, neither of which has been obtained by the Company. During 2016, EVO was the recipient of a grant in the amount of $400,000 from the Texas Commission on Environmental Quality. The grant funds were used to complete the construction of the Company's San Antonio facility as contemplated in the grant agreement. The grant proceeds are subject to repayment if the Company does not satisfy certain operational metrics contained in the grant agreements. The Company believes that it can satisfy these objectives, although it cannot provide assurance that such future events will occur. The grant agreement expires in August 2020. The Company records the grant proceeds as a reduction of the cost of the respective station. Walters Recycling and Refuse Station In June 2016 Blaine entered into a compressed natural gas fuel station agreement with Walters, an unrelated third party. Under the agreement Blaine will construct, at its sole expense, a CNG dispensing system (the “System”) on a portion of the property owned by Walters. The System must include certain required elements as defined in the contract and will only be used for the purpose of filling Walters’ vehicles and authorized Blaine vehicles and trailers. Titan is required to have the System fully operational by June 2017. If the System is not fully operational by June 2017, Walters may terminate the agreement with 30 days written notice to Blaine. Blaine will be required to return the property to its pre-construction condition. Blaine shall retain ownership of all unattached movable components of the System. In addition, Blaine is responsible for all costs relating to installing the utilities required for the System as well as the costs for all ongoing system and property maintenance. The term of the agreement will be for a period of seven years and will commence on the date the System becomes fully operational and is first used by Walters, as defined in the agreement. Walters has the right to renew the agreement for four additional two year renewal periods. Beginning on the commencement date and through the contract term, Walters agrees to purchase 144,000 GGE, annually, of CNG, as defined, exclusively from Blaine. The rate charged to Walters includes an initial six month rate which is then adjusted as stated in the agreement. SCAQMD In December 2015, Diamond Bar entered into a transfer of ownership and lease arrangement with the SCAQMD. This property has an existing CNG station previously owned and operated by the SCAQMD. Thirty days after the date of the agreement, SCAQMD transferred to Diamond Bar, without charge, all of their rights and interests in the existing assets. The agreement also specifies that Diamond Bar lease the property for $1 and identifies certain commitments agreed to by the parties. Some of the more significant ones are as follows: ● Within 180 days from the contract execution, Diamond Bar, using its best efforts, shall sell any surplus assets and provide SCAQMD with 90% of the net proceeds, as defined. To date Diamond Bar has not had any surplus assets to sell. ● Diamond Bar is also required to comply with certain provisions in the agreement with regards to the operation and maintenance of the station. ● Diamond Bar, at its expense and upon written consent from SCAQMD, can remodel, redecorate or otherwise make improvements and replacements of and to all or any part of the leased premises. ● Diamond Bar is required to install specific station upgrades, as defined, and is responsible for the cost of these upgrades. All upgrades must be completed within eight months of the execution date. Any improvements made to the premises remain the property of Diamond Bar and can be removed by Diamond Bar. ● The fueling rate charged to the SCAQMD will be based on actual utility costs, taxes and a fee not to exceed $0.50 per GGE. Currently the rate charged is substantially equal to the market rate charged to all other customers. ● The contract ends December 31, 2020. SCAQMD can extend the contract for a period not to exceed five years starting January 1, 2021 at no additional cost. Either party may terminate the contract with sixty days’ notice. If the SCAQMD terminates without cause they will be required to either purchase the property necessary for the operation of the CNG station or reimburse Diamond Bar for the cost of removing the property. If Diamond Bar terminates the contract without cause, the SCAQMD shall have the option to either purchase the property necessary for the operation of the station or require Diamond Bar to remove the property at no cost to SCAQMD. Contingent Liability The Company is a guarantor on a $4,000,000 loan from a former EAF member and has pledged the Company's assets. The note bears interest of 7.5% per annum and has a maturity date of the earlier of (a) February 1, 2020 and (b) declaration by the noteholder of an event of default under the loan. Long-Term Take-or-Pay Natural Gas Supply Contracts As of March 31, 2017, the Company had commitments to purchase CNG on a take-or-pay basis of approximately $545,000. It is anticipated these are normal purchases that will be necessary for sales, and no cash settlements will be made related to the purchase commitments.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events The Company has evaluated all subsequent events through the auditors' report date, which is the date the financial statements were available for issuance. There were no material subsequent events that required recognition or additional disclosure in these financial statements.

Description of Business and S18

Description of Business and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Description of Business and Summary of Significant Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of Minn Shares Inc. and its subsidiaries, Titan and EAF, Titan's wholly owned subsidiaries, El Toro, Diamond Bar and Blaine, and EAF’s wholly owned subsidiary, EVO. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to accounts receivable, depreciation and useful lives on property and equipment and contingencies. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.
Accounts Receivable	Accounts Receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company's estimate of the allowance for doubtful accounts will change and that losses ultimately incurred could differ materially from the amounts estimated in determining the allowance. No allowance for doubtful accounts was recorded for the three months ended March 31, 2017.
Concentrations of Credit Risk	Concentrations of Credit Risk During the three months ended March 31, 2017 and 2016, five customers accounted for 92% and 13%, respectively of total revenues. At March 31, 2017 and 2016, five customers accounted for 93% of total accounts receivable.
Property and Equipment	Property and Equipment Property and equipment are stated at cost. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets, ranging from five to 40 years, and the shorter of the estimated economic life or related lease terms for leasehold improvements. The Company expenses repairs and maintenance costs as incurred and capitalizes costs that extend the useful lives of the stations. Construction in progress represents the accumulated costs of assets not yet placed in service and primarily relates to equipment purchases and architectural fees for a CNG station being constructed by Blaine.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the excess of fair value over the net assets of the business acquired. Goodwill is evaluated for impairment annually or when a triggering event indicates it is more likely than not that an impairment may be necessary. Definite-lived intangible assets are amortized over their estimated useful lives. In addition, amortized intangible assets are reviewed for impairment annually or when indicators of impairment exist. No impairment expense was recognized during the three months ended March 31, 2017.
Long-Lived Assets	Long-Lived Assets The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset's carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts.
Net Loss per Share of Common Stock	Net Loss per Share of Common Stock Basic loss per share is computed by dividing net loss available to holders of the Company’s Common Stock by the weighted average number of shares of Common Stock outstanding for the period. Diluted loss per share reflects the potential dilution that would occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock.
Revenue Recognition	Revenue Recognition The Company's revenues primarily consist of CNG fuel sales. These revenues are recognized in accordance with GAAP, which requires that the following four criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. Applying these factors, the Company typically recognizes revenue from the sale of natural gas fuel at the time the fuel is dispensed. The Company is eligible to receive, at times, a federal alternative fuels tax credit when a gasoline gallon equivalent of CNG is sold as vehicle fuel. Based on the service relationship with its customers, either the Company or its customers claims the credit. The Company records its VETC credits, if any, as revenue in its statements of operations as the credits are fully refundable. See the discussion under VETC below for further information.
Volumetric Excise Tax Credit	Volumetric Excise Tax Credit For 2016, the VETC credit was $0.50 per gasoline gallon equivalent of CNG that is sold as a vehicle fuel. The American Taxpayer Relief Act, signed into law on January 2, 2013, reinstated VETC for 2013 and made it retroactive to January 1, 2012. The Tax Increase Prevention Act, signed into law on December 19, 2014, reinstated VETC for the 2014 calendar year and made it retroactive to January 1, 2014. The Company did not record any VETC revenues in 2012, 2013 or 2014. In December 2015, the VETC was extended through December 31, 2016 and made retroactive to January 1, 2015. As a result, VETC revenues for the three months ended March 31, 2016 was $47,375. As of March 31, 2017 the VETC has not been extended into 2017.
Income Taxes	Income Taxes The Company recognizes deferred tax liabilities and assets based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. The Company's temporary differences result primarily from depreciation. The Company evaluates its tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions will more likely than not be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are not recorded as a tax benefit or expense in the current year. Interest and penalties, if applicable, are recorded in the period assessed as general and administrative expenses. However, no interest or penalties have been assessed for the three months ended March 31, 2017 and 2016. Tax years that remain subject to examination include 2013 through the current year for federal and state, respectively. Deferred income taxes are provided for temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment. In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, Intangibles - Goodwill and Other (Topic 350) ("ASU 2017-04"), Simplifying the Test for Goodwill Impairment. In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) , Measurement of Credit Losses on Financial Instruments. In March 2016, FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which will require lessees to recognize a right-of-use asset and a lease liability for all leases that are not short-term in nature. For a lessor, the accounting applied is also largely unchanged from previous guidance. The new rules will be effective for the Company in the first quarter of 2019. The Company is in the process of evaluating the impact the amendment will have on its consolidated financial position or results of operations.

Basis of Presentation and Sec19

Basis of Presentation and Securities Exchange (Tables)	3 Months Ended
	Mar. 31, 2017
Basis of Presentation and Securities Exchange [Abstract]
Schedule of noncash or part noncash acquisitions	Cash and cash equivalents $ 3,377 Accounts payable (54,036 ) Convertible promissory note - related party (405,103 ) Reverse acquisition $ (455,762 )

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	Mar. 31, 2017
Acquisitions [Abstract]
Schedule of fair value allocation of assets acquired and liabilities assumed at the acquisition date	Prepaid $ 32,118 Goodwill and other intangibles 4,097,641 Property and equipment 6,898,316 Deposits and other long-term assets 198,750 Derivative liability (5,821 ) Derivative liability, less current portion (76,811 ) Convertible promissory note - related party (4,050,000 ) Convertible promissory note - related party, less current portion (7,094,193 )
Schudule of pro forma information	For the Three Months Ended March 31, 2017 2016 (Unaudited) (Unaudited) Revenue $ 681,250 $ 785,018 Net loss $ (630,703 ) $ (886,911 ) Basic weighted average common stock outstanding 321,285 321,285 Basic loss per common share $ (1.96 ) $ (2.76 )

Balance Sheet Disclosures (Tabl

Balance Sheet Disclosures (Tables)	3 Months Ended
	Mar. 31, 2017
Balance Sheet Disclosures [Abstract]
Schedule of property and equipment	March 31, December 31, 2017 2016 Equipment $ 4,186,015 $ 664,276 Site development 401,462 401,462 Buildings 3,538,044 161,467 Leasehold improvements 46,728 46,728 Computer equipment 42,109 42,109 8,214,358 1,316,042 Less accumulated depreciation (344,024 ) (213,793 ) $ 7,870,334 $ 1,102,249
Schedule of accrued expenses	March 31, December 31, 2017 2016 Professional fees $ 99,840 $ 82,386 Credit cards 30,390 32,061 FET taxes 60,755 - Deferred rent 9,925 13,149 $ 200,910 $ 127,596

Long-Term Debt (Tables)

Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2017
Long-Term Debt [Absract]
Schedule of long-term debt	March 31, 2017 December 31, 2016 $1,300,000 SBA note payable issued December 31, 2014, with interest at 5.50% for the first five years, then adjusted to the SBA LIBOR base rate, plus 2.35% for the remaining five years. The note required interest only payments for the first twelve months and commencing during January 2016 calls for monthly principle and interest payments of $15,288. The note matures March 2024 is secured by substantially all of the Company’s business assets and is personally guaranteed by certain members. The note is a co-borrower arrangement between Titan and El Toro with the proceeds received by El Toro. The Company issued to members 35,491 units (equivalent to 31,203 common shares) in Titan as compensation for the guarantee. The Company was in violation of certain restrictive covenants as of March 31, 2017 and December 31, 2016. $ 1,165,285 $ 1,194,989 Six subordinated convertible senior notes payable to members ("Senior Bridge Loans") with interest at 12%. In connection with the notes payable, the note holders were issued 25,541 Class A Membership Units (equivalent to 22,455 common shares). In the event of a default the Company is required to pay the holder a stated number of Class A Membership Units on the date of default and each 90 day interval thereafter until all amounts due have been paid in full. Effective July 2016, the maturity date of the Senior Bridge Notes was extended to September 30, 2016 and allowed for an interest rate increase from 12% to 16% effective March 14, 2016. The default interest rate was increased from 15% to 18%. As part of the first amendment, the note holders received 3,359 Class A Membership Units (equivalent to 2,953 common shares) in Titan. In September 2016, the Senior Bridge Notes were amended to extend the due date to April 30, 2017 and the Company paid a fee for the extension of 1% of the outstanding principal balance to the note holders. In addition, at the Company's sole discretion, assuming the notes are not in default, the Company has the ability to extend the notes to October 31, 2017. A fee of 1% of the outstanding principal balance will be paid at January 31, 2017, April 30, 2017 and again on July 31, 2017 should the Company choose to extend the notes at each of these dates. The notes are secured by a subordinate security interest on substantially all of the Company's assets and are personally guaranteed by two members. Subsequent to March 31, 2017, the Company paid the 1% fee to extend the notes to July 31, 2017. 1,421,556 1,021,556 March 31, 2017 December 31, 2016 Nine subordinated notes payable to members with interest at 12%, with maturity at December 2020, secured by a subordinate security interest on substantially all assets of the Company. 1,166,373 1,166,373 Three convertible promissory notes to members with interest at 12%, with maturity on or after November 2019. At the next equity financing the holder at their discretion may elect to convert the principal and interest. The promissory notes are unsecured. 405,103 405,103 A convertible promissory note to a former EAF member with interest at 7.5%, with maturity during December 2017, ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $10 million or at discretion of the member. 3,743,603 - Four convertible promissory notes to former EAF members with interest at 6%, with maturity during July 2017, with a private offering or at the discretion of the member. The convertible promissory notes are secured by substantially all of the Company's assets. 250,000 - Four convertible promissory notes to former EAF members with interest at 1.5%, with maturity during February 2026, with a private offering or at the discretion of the member. The promissory notes are convertible into 1,400,000 shares. The convertible promissory notes are secured by substantially all of the Company's assets. The Company imputed an interest rate of 5% on the promissory notes. The discount is accreted over the period from the date of issuance to the date the promissory notes are due using the effective interest rate method. 9,500,000 - 17,651,920 3,788,021 Debt discount (2,388,123) - Less current portion (5,538,133 ) (1,142,855 ) $ 9,725,664 $ 2,645,166
Schedule of annual maturities of long-term debt	Year Ending December 31, Related Party Notes Other Notes Total Nine months ended December 31, 2017 2017 $ 5,415,159 $ 122,974 $ 5,538,133 2018 - 128,141 128,141 2019 405,103 135,369 540,472 2020 1,166,373 143,005 1,309,378 2021 - 151,071 151,071 Thereafter 9,500,000 484,725 9,984,725 $ 16,486,635 $ 1,165,285 $ 17,651,920

Derivative Instruments (Tables)

Derivative Instruments (Tables)	3 Months Ended
	Mar. 31, 2017
Derivative Instruments [Abstract]
Summary of fair value derivatives recorded in the consolidated balance sheets	Fair Value for the three months ended March 31, 2017 Current commodity derivative liability $ 5,821 Long-term commodity derivative liability 48,752 Total derivative liability $ 54,573
Summary of open derivative positions outstanding	Type Term Volume Index Fixed Price ($/Dth) Swap March 2015 - February 2019 95,000 NYM-LDS $ 3.82

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Measurements [Abstract]
Schedule of financial liabilities fair value on a recurring basis	Description Level 1 Level 2 Level 3 Total Liability Derivative liability $ - $ 54,573 $ - $ 54,573

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies [Abstract]
Schedule of future minimum lease payments	Year Ending December 31, Nine months ended December 31, 2017 2017 $ 104,000 2018 139,000 2019 23,000 $ 266,000

Basis of Presentation and Sec26

Basis of Presentation and Securities Exchange (Details) - Basis of Presentation and Securities Exchange Agreement [Member]	3 Months Ended
	Mar. 31, 2017USD ($)
Noncash or Part Noncash Acquisitions [Line Items]
Cash and cash equivalents	$ 3,377
Accounts payable	(54,036)
Convertible promissory note - related party	(405,103)
Reverse acquisition	$ (455,762)

Basis of Presentation and Sec27

Basis of Presentation and Securities Exchange (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Apr. 06, 2017	Nov. 22, 2016	Mar. 31, 2017	Dec. 31, 2016
Basis of Presentation and Securities Exchange (Textual)
Common stock, par value			$ 0.0001	$ 0.0001
Description of acquisition			The Company has closed one acquisition which was financed through approximately $13.6 million of debt of which $3.8 million is contemplated to be repaid through a successful secondary offering before the December 31, 2017 due date.
Working capital deficit			$ 7.5
Securities Exchange Agreement [Member]
Basis of Presentation and Securities Exchange (Textual)
Common stock shares acquired		248,481
Ownership percentage equity		91.25%
Common stock, par value		$ 0.0001
Common stock shares converted		248,481
Subsequent Event [Member]
Basis of Presentation and Securities Exchange (Textual)
Stockholders equity reverse stock split	The Company effected a 50-for-1 reverse stock split of its common stock pursuant to which each 50 shares of issued and outstanding common stock became one share of common stock (the “Reverse Split”). No fractional shares were issued as a result of the Reverse Split.

Description of Business and S28

Description of Business and Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Description of Business and Summary of Significant Accounting Policies (Textual)
Volumetric excise tax credit sales, description	The VETC credit was $0.50 per gasoline gallon equivalent of CNG that is sold as a vehicle fuel.
Volumetric excise tax credit		$ 47,375
Maximum [Member]
Description of Business and Summary of Significant Accounting Policies (Textual)
Property and equipment estimated useful life	40 years
Minimum [Member]
Description of Business and Summary of Significant Accounting Policies (Textual)
Property and equipment estimated useful life	5 years
Five customers [Member] | Revenues [Member]
Description of Business and Summary of Significant Accounting Policies (Textual)
Percentage of concentrations of credit risk	92.00%	13.00%
Five customers [Member] | Accounts receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Textual)
Percentage of concentrations of credit risk	93.00%	93.00%

Acquisitions (Details)

Acquisitions (Details) - USD ($)	Feb. 01, 2017	Jan. 02, 2016
Business Acquisition [Line Items]
Prepaid		$ 11,576
Property and equipment		$ 1,271,617
EAF [Member]
Business Acquisition [Line Items]
Prepaid	$ 32,118
Goodwill and other intangibles	4,097,641
Property and equipment	6,898,316
Deposits and other long-term assets	198,750
Derivative liability	(5,821)
Derivative liability, less current portion	(76,811)
Convertible promissory note - related party	(4,050,000)
Convertible promissory note - related party, less current portion	$ (7,094,193)

Acquisitions (Details 1)

Acquisitions (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Unaudited pro forma information
Revenue	$ 681,250	$ 785,018
Net loss	$ (630,703)	$ (886,911)
Basic weighted average common stock outstanding	321,285	321,285
Basic loss per common share	$ (1.96)	$ (2.76)

Acquisitions (Details Textual)

Acquisitions (Details Textual) - USD ($)	Jan. 30, 2017	Feb. 01, 2017
Acquisitions (Textual)
Principal amount		$ 3,800,000
Interest rate		7.50%
Default interest rate		12.50%
Debt instrument maturity, description		(a) the date that is ten days after the initial closing of a private offering of capital stock of Minn Shares in an amount not less than $10 million (a "Private Offering"); (b) December 31, 2017 or a (c) declaration by the noteholder of an event of default under the Senior Promissory Note.
Aggregate principal amount		$ 9,500,000
Convertible notes bearing interest rate		1.50%
Convertible notes, maturity date		Feb. 1, 2026
Convertible shares		1,400,000
Debt conversion, description		Each holder's conversion option is subject to a monthly limit of the number of shares of Common Stock equal to 10% of the thirty day average trading volume of shares of Common Stock during the prior calendar month. The Convertible Notes are also subject to mandatory conversion at the Company's option beginning on the first anniversary of the date of issuance of the Convertible Notes if: (i) the closing price of the Common Stock is greater than (A) 150% of the price at which a share of Common Stock is sold in a Private Offering or (B) $10.00 if a Private Offering has not occurred by December 31, 2017 and (ii) the average daily trading volume of shares of Common Stock has equaled 100,000 or more for the 30 days prior to the applicable date. Upon a conversion of the Convertible Notes, accrued interest may also be converted at the greater of (i) the amount of interest to be converted divided by the exchange ratio of 0.1357, subject to adjustment for stock splits or combinations, or (ii) the amount of interest to be converted divided by the closing price of the Common Stock on the trading day preceding the conversion date.
Conversion ratio		0.1357
Debt instrument, description		The number of Transaction Shares will be increased to equal 70% of the issued and outstanding Common Stock if the issuance of Common Stock pursuant to a private offering of Common Stock of up to $2 million and the conversion of the Company's subordinated notes payable to members and Senior Bridge Notes, convertible promissory notes, and certain accounts payable into Common Stock would otherwise cause the Transaction Shares to represent less than 70% of the issued and outstanding Common Stock
Percentage of outstanding common stock		81.10%
Exchange Agreement [Member]
Acquisitions (Textual)
Principal amount	$ 4,000,000
Interest rate	7.50%	6.00%
Default interest rate	12.50%	11.00%
Debt instrument maturity, description	(a) February 1, 2020 and (b) declaration by the noteholder of an event of default under the EAF Note.	(a) The closing of a Private Offering; (b) 180 days from the date of the notes and (c) declaration by a holder of an event of default under the holder's note (the "Working Capital Notes").
Aggregate principal amount		$ 250,000

Balance Sheet Disclosures (Deta

Balance Sheet Disclosures (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Property and equipment
Equipment	$ 4,186,015	$ 664,276
Site development	401,462	401,462
Buildings	3,538,044	161,467
Leasehold improvements	46,728	46,728
Computer equipment	42,109	42,109
Property and equipment, gross	8,214,358	1,316,042
Less accumulated depreciation	(344,024)	(213,793)
Property and equipment	$ 7,870,334	$ 1,102,249

Balance Sheet Disclosures (De33

Balance Sheet Disclosures (Details 1) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Accrued expenses
Professional fees	$ 99,840	$ 82,386
Credit cards	30,390	32,061
FET taxes	60,755
Deferred rent	9,925	13,149
Accrued expenses	$ 200,910	$ 127,596

Balance Sheet Disclosures (De34

Balance Sheet Disclosures (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Balance Sheet Disclosures (Textual)
Depreciation expense	$ 130,231	$ 51,312

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Related Party Transactions (Textual)
Accounts payable - related party	$ 304,838	$ 261,060
Accrued interest - related party	282,261	164,368
EAF [Member]
Related Party Transactions (Textual)
Advanced from related party	$ 482,325
Titan [Member]
Related Party Transactions (Textual)
Advanced from related party		2,000
El Toro [Member]
Related Party Transactions (Textual)
Advanced from related party		$ 35,500

Long-Term Debt (Details)

Long-Term Debt (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Extinguishment of Debt [Line Items]
Long term debt gross	$ 1,042,311	$ 1,073,690
Debt discount	2,388,123	0
Less current portion	122,974	121,299
Long-term debt	9,725,664	2,645,166
Long-term debt [Member] | Three convertible promissory notes [Member]
Extinguishment of Debt [Line Items]
Long term debt gross	405,103	405,103
Long-term debt [Member] | Convertible promissory note [Member]
Extinguishment of Debt [Line Items]
Long term debt gross	3,743,603
Long-term debt [Member] | Four convertible promissory notes [Member]
Extinguishment of Debt [Line Items]
Long term debt gross	250,000
Long-term debt [Member] | Four convertible promissory notes one [Member]
Extinguishment of Debt [Line Items]
Long term debt gross	9,500,000
Long-term debt [Member] | SBA note payable [Member]
Extinguishment of Debt [Line Items]
Long term debt gross	1,165,285	1,194,989
Long-term debt [Member] | Six subordinated convertible senior notes payable [Member]
Extinguishment of Debt [Line Items]
Long term debt gross	1,421,556	1,021,556
Long-term debt [Member] | Nine subordinated notes payable [Member]
Extinguishment of Debt [Line Items]
Long term debt gross	$ 1,166,373	$ 1,166,373

Long-Term Debt (Details 1)

Long-Term Debt (Details 1)	Mar. 31, 2017USD ($)
Extinguishment of Debt [Line Items]
2,017	$ 5,538,133
2,018	128,141
2,019	540,472
2,020	1,309,378
2,021	151,071
Thereafter	9,984,725
Long-term debt	17,651,920
Related Party Notes [Member]
Extinguishment of Debt [Line Items]
2,017	5,415,159
2,018
2,019	405,103
2,020	1,166,373
2,021
Thereafter	9,500,000
Long-term debt	16,486,635
Other Notes [Member]
Extinguishment of Debt [Line Items]
2,017	122,974
2,018	128,141
2,019	135,369
2,020	143,005
2,021	151,071
Thereafter	484,725
Long-term debt	$ 1,165,285

Long-Term Debt (Details Textual

Long-Term Debt (Details Textual) - USD ($)	1 Months Ended		3 Months Ended
	Feb. 01, 2017	Jan. 31, 2016	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2014
Long-Term Debt (Textual)
Long term subordinated convertible notes payable to members			$ 1,166,373	$ 1,166,373
Note payable maturity, description	(a) the date that is ten days after the initial closing of a private offering of capital stock of Minn Shares in an amount not less than $10 million (a "Private Offering"); (b) December 31, 2017 or a (c) declaration by the noteholder of an event of default under the Senior Promissory Note.
Interest rate	7.50%
Interest rate on promissory notes	12.50%
Promissory notes convert in to shares	1,400,000
Three convertible promissory notes [Member]
Long-Term Debt (Textual)
Maturity date			Nov. 30, 2019
Interest rate			12.00%
Convertible promissory note [Member]
Long-Term Debt (Textual)
Long term subordinated convertible notes payable to members			$ 10,000,000
Note payable maturity, description			Ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $10 million or at discretion of the member.
Maturity date			Dec. 31, 2017
Interest rate			7.50%
Four convertible promissory notes [Member]
Long-Term Debt (Textual)
Maturity date			Jul. 31, 2017
Interest rate			6.00%
Four convertible promissory notes one [Member]
Long-Term Debt (Textual)
Maturity date			Feb. 28, 2026
Interest rate			1.50%
Interest rate on promissory notes			5.00%
Promissory notes convert in to shares			1,400,000
SBA note payable [Member]
Long-Term Debt (Textual)
Long term subordinated convertible notes payable to members					$ 1,300,000
Note payable, description			$1,300,000 SBA note payable issued December 31, 2014, with interest at 5.50% for the first five years, then adjusted to the SBA LIBOR base rate, plus 2.35% for the remaining five years.
Principle and interest payments		$ 15,288
Issued in units			35,491
Maturity date			Mar. 31, 2024
Number of units equivalent to common shares			31,203
Six subordinated convertible senior notes payable [Member]
Long-Term Debt (Textual)
Note payable, description			In addition, at the Company's sole discretion, assuming the notes are not in default, the Company has the ability to extend the notes to October 31, 2017. A fee of 1% of the outstanding principal balance will be paid at January 31, 2017, April 30, 2017 and again on July 31, 2017 should the Company choose to extend the notes at each of these dates. The notes are secured by a subordinate security interest on substantially all of the Company's assets and are personally guaranteed by two members. Subsequent to March 31, 2017, the Company paid the 1% fee to extend the notes to July 31, 2017.
Issued in units			25,541
Note payable maturity, description			The maturity date of the Senior Bridge Notes was extended to September 30, 2016.
Description of interest rate			Effective July 2016, the maturity date of the Senior Bridge Notes was extended to September 30, 2016 and allowed for an interest rate increase from 12% to 16% effective March 14, 2016. The default interest rate was increased from 15% to 18%. As part of the first amendment, the note holders received 3,359 Class A Membership Units (equivalent to 2,953 common shares) in Titan. In September 2016, the Senior Bridge Notes were amended to extend the due date to April 30, 2017 and the Company paid a fee for the extension of 1% of the outstanding principal balance to the note holders.
Interest rate			12.00%
Number of units equivalent to common shares			22,455
Six subordinated convertible senior notes payable [Member] | Common Class A [Member]
Long-Term Debt (Textual)
Issued in units			3,359
Number of units equivalent to common shares			2,953
Nine subordinated notes payable [Member]
Long-Term Debt (Textual)
Maturity date			Dec. 31, 2020
Interest rate			12.00%

Derivative Instruments (Details

Derivative Instruments (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Current commodity derivative liability	$ 5,873
Long-term commodity derivative liability	48,752
Total derivative liability	54,573
Fair Value Hedging [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Current commodity derivative liability	5,821
Long-term commodity derivative liability	48,752
Total derivative liability	$ 54,573

Derivative Instruments (Detai40

Derivative Instruments (Details 1)	3 Months Ended
	Mar. 31, 2017USD ($)
Derivative Instruments [Abstract]
Derivative instruments, Type	Swap
Derivative instruments, Term	March 2015 - February 2019
Derivative instruments, Volume hedged (Dth)	$ 95,000
Derivative instruments, Index	NYM-LDS
Derivative instruments, Fixed Price ($/Dth)	3.82%

Derivative Instruments (Detai41

Derivative Instruments (Details Textual)	3 Months Ended
	Mar. 31, 2017USD ($)
Derivative Instruments (Textual)
Realized loss on derivative liability	$ 52
Unrealized gain on derivative liability	$ 28,059

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Mar. 31, 2017USD ($)
Liability
Derivative liability	$ 54,573
Level 1
Liability
Derivative liability
Level 2
Liability
Derivative liability	54,573
Level 3
Liability
Derivative liability

Commitments and Contingencies43

Commitments and Contingencies (Details)	Mar. 31, 2017USD ($)
Future minimum lease payments
2,017	$ 104,000
2,018	139,000
2,019	23,000
Total	$ 266,000

Commitments and Contingencies44

Commitments and Contingencies (Details Textual) - USD ($)	1 Months Ended		3 Months Ended		12 Months Ended
	Jun. 30, 2016	Nov. 30, 2014	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2015	Feb. 01, 2017	Dec. 31, 2016	Dec. 31, 2013
Commitments and Contingencies (Textual)
Rent expense			$ 35,000	$ 35,000
CNG purchase			$ 545,000
Percentage of note bears interest						12.50%
Contingent Liability [Member]
Commitments and Contingencies (Textual)
Percentage of note bears interest			7.50%
Maturity date			Feb. 1, 2020
Guarantor loan from related party			$ 4,000,000
Walters Recycling and Refuse Station [Member]
Commitments and Contingencies (Textual)
CNG purchase	$ 144,000
Minnesota [Member]
Commitments and Contingencies (Textual)
Monthly rental payments			$ 977
El Toro [Member]
Commitments and Contingencies (Textual)
Monthly rental payments range, description		The monthly payments range from $10,000 to $11,604.
SCAQMD [Member]
Commitments and Contingencies (Textual)
Grant amount								$ 150,000
Operating lease, description					Within 180 days from the contract execution, Diamond Bar, using its best efforts, shall sell any surplus assets and provide SCAQMD with 90% of the net proceeds, as defined. To date Diamond Bar has not had any surplus assets to sell.
Amount of lease property					$ 1
Lease contract term, description					The contract ends December 31, 2020. SCAQMD can extend the contract for a period not to exceed five years starting January 1, 2021 at no additional cost. Either party may terminate the contract with sixty days' notice.
California Energy Commission [Member]
Commitments and Contingencies (Textual)
Grant amount								$ 300,000
Texas Commission [Member]
Commitments and Contingencies (Textual)
Grant amount							$ 400,000