Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | May 29, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | FRONTIER OILFIELD SERVICES INC | |
Entity Central Index Key | 0001108645 | |
Document Type | 10-K/A | |
Document Period End Date | Dec. 31, 2019 | |
Amendment Flag | true | |
Amendment Description | EXPLANATORY NOTE | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-30746 | |
Entity State Incorporation | TX | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 1,071,042 | |
Entity Common Stock, Shares Outstanding | 100,000,000 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 26,158 | |
Accounts receivable, net | $ 70,273 | 75,053 |
Advance to shareholder | ||
Total current assets | 70,273 | 101,211 |
Property and equipment, at cost | 7,616,948 | |
Less: accumulated depreciation | (4,811,127) | |
Property and equipment, net | 2,805,821 | |
Intangibles, net | 262,190 | |
Other assets | 2,302 | 2,302 |
Total other assets | 2,302 | 264,492 |
Total Assets | 72,575 | 3,171,524 |
Current Liabilities: | ||
Current maturities of long-term debt, primarily stockholders, net of deferred loan fees | 7,951,247 | |
Cash Overdraft | 857 | |
Accounts payable | 160,234 | 1,033,622 |
Accrued liabilities | 1,711,170 | |
Total current liabilities | 161,091 | 10,696,039 |
Long-term debt, less current maturities | ||
Total Liabilities | 161,091 | 10,696,039 |
Commitments and Contingencies (Note 9) | ||
Stockholders' Deficit: | ||
Common stock- $.01 par value; authorized 100,000,000 shares; 20,000,000 and 14,760,178 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 200,000 | 147,603 |
Additional paid-in capital | 46,804,531 | 35,266,295 |
Accumulated deficit | (47,093,047) | (42,938,413) |
Total stockholders' deficit | (88,516) | (7,524,515) |
Total Liabilities and Stockholders' Deficit | $ 72,575 | $ 3,171,524 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ .01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,000,000 | 14,760,178 |
Common stock, shares outstanding | 20,000,000 | 14,760,178 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue, net of discounts | $ 892,274 | $ 1,135,491 |
Costs and expenses: | ||
Operating costs | 556,150 | 613,889 |
General and administrative | 399,730 | 475,760 |
Stock based compensation | 671,059 | 356,556 |
Depreciation and amortization | 419,436 | 574,872 |
Impairment loss, property and equipment | 2,474,057 | 0 |
Impairment loss, intangible assets | 207,308 | 0 |
Total costs and expenses | 4,727,740 | 2,021,077 |
Operating loss | (3,835,466) | (885,586) |
Other (income) expense: | ||
Interest expense | 904,983 | 439,305 |
Gain on extinguishment of debt | (585,815) | (438,596) |
Total Other (income) expense | 319,168 | 709 |
Loss before provision for income taxes | (4,154,634) | (886,295) |
Provision for income taxes | ||
Net loss | $ (4,154,634) | $ (886,295) |
Net loss per common share - Basic (in dollars per share) | $ (0.29) | $ (0.06) |
Weighted Average Common Shares Outstanding: | ||
Basic (in shares) | 14,302,491 | 14,237,269 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,154,634) | $ (886,295) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 419,436 | 574,872 |
Impairment loss, property and equipment | 2,680,965 | |
Gain on extinguishment of debt | (585,815) | (438,596) |
Stock based compensation | 671,059 | 356,556 |
(Increase) decrease in operating assets: | ||
Accounts receivable | 4,780 | (5,091) |
Increase (decrease) in operating liabilities: | ||
Accounts payable | 3,264 | (49,330) |
Accrued expenses | 933,930 | 437,228 |
Net cash used in operating activities | (27,015) | (10,656) |
Cash Flows from Investing Activities: | ||
Repayment of advance to shareholder | 29,413 | |
Net cash provided by investing activities | 29,413 | |
Cash Flows from Financing Activities: | ||
Cash overdraft | 857 | (9,755) |
Net cash used in financing activities | 857 | (9,755) |
Net increase (decrease) in cash | (26,158) | 9,002 |
Cash at beginning of the period | 26,158 | 17,156 |
Cash at end of the period | 26,158 | |
Supplemental Cash Flow Disclosures | ||
Interest paid | $ 33,637 | |
Taxes paid | ||
Non-cash investing and financing activities: | ||
Company exchanged Brunson Saltwater disposal Well and its related operating assets in Chico, Texas with a shareholder for cancelling any and all debt owed to him by Company and returning his 2,701,168 shares of Company's common shares | 4,861,575 | |
Company exchanged 5,460,098 shares of common stock of the Company with two shareholders for cancelling any and all debt owed to them by the Company | $ 6,085,012 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended |
Dec. 31, 2019shares | |
Statement of Cash Flows [Abstract] | |
Number of shares returned to the company | 2,701,168 |
Number of shares exchanged for cancelling debt | 5,460,098 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Dec. 31, 2017 | $ 138,689 | $ 34,918,653 | $ (42,052,118) | $ (6,994,776) |
Balance at beginning (in shares) at Dec. 31, 2017 | 13,868,788 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issuance | $ 8,914 | 347,642 | 356,556 | |
Common stock issuance (in shares) | 891,390 | |||
Net Loss | (886,295) | (886,295) | ||
Balance at ending at Dec. 31, 2018 | $ 147,603 | 35,266,295 | (42,938,413) | $ (7,524,515) |
Balance at ending (in shares) at Dec. 31, 2018 | 14,760,178 | 14,760,178 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares issued for extinguishment of debt | $ 54,601 | 6,030,411 | $ 6,085,012 | |
Shares issued for extinguishment of debt (in shares) | 5,460,098 | |||
Shares issued for compensation | $ 24,809 | 646,250 | ||
Shares issued for compensation (in shares) | 2,480,892 | |||
Shares to be returned to treasury | $ (27,013) | $ (27,013) | ||
Shares to be returned to treasury (in shares) | (2,701,168) | (2,701,168) | ||
Debt extinguishment with Kenneth Owen | 4,861,575 | $ 4,861,575 | ||
Net Loss | (4,154,634) | (4,154,634) | ||
Balance at ending at Dec. 31, 2019 | $ 200,000 | $ 46,804,531 | $ (47,093,047) | $ (88,516) |
Balance at ending (in shares) at Dec. 31, 2019 | 20,000,000 | 20,000,000 |
BUSINESS ACTIVITIES
BUSINESS ACTIVITIES | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ACTIVITIES | 1. BUSINESS ACTIVITIES Frontier Oilfield Services, Inc. a Texas corporation (and collectively with its subsidiaries, “we”, “our”, “Frontier”, “FOSI”, or the “Company”), was organized on March 24, 1995. The accompanying consolidated financial statements include the accounts of the Company and Frontier Acquisition I, Inc., and its subsidiary Chico Coffman Tank Trucks, Inc. (CTT) and its subsidiary Coffman Disposal, LLC, and Frontier Income and Growth, LLC (FIG) and its subsidiaries Trinity Disposal & Trucking, LLC and Trinity Disposal Wells, LLC. Frontier operates its business in the oilfield service industry and is primarily involved in the disposal of saltwater and other oilfield fluids in Texas. The Company currently owns and operates nine disposal wells in Texas, six within the Barnett Shale in North Texas and three in East Texas near the Louisiana state line. The Company’s customers include national, integrated, and independent oil and gas exploration companies. In September 2019, due to significant doubt about the recovery of the carrying value of its disposal wells and related intangible assets, the Company fully impaired the value of its property and equipment and intangible assets. In December 2019, the Company has ceased operations in the oilfield services industry. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2019 | |
Going Concern | |
GOING CONCERN | 2. GOING CONCERN The Company’s financial statements are prepared using U.S. generally accepted accounting principles (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of the date of the financial statements, the Company has generated losses from operations, has an accumulated deficit and working capital deficiency. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, to increase its business volume and grow revenues, reduce its operating expenses, raise additional capital resources and develop new and stable sources of revenue sufficient to meet its operating expenses. The Company’s ability to continue as a going concern will be dependent upon management’s ability to successfully implement management’s plans to pursue additional business volumes from new and existing customers, reduce indebtedness through sales of non-performing assets and conversions of debt to equity, and reduce costs to achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s continued existence will ultimately be dependent on its ability to generate sufficient cash flows to support its operations as well as provide sufficient resources to retire existing liabilities on a timely basis. The Company faces significant risk in implementing its business plan and there can be no assurance that financing for its operations and business plan will be available or, if available, such financing will be on satisfactory terms. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Fair Value of Financial Instruments In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have assets or liabilities measured at fair value on a recurring basis. Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the year ended December 31, 2019 and 2018, except as disclosed. Earnings (Loss) Per Share (EPS) Basic earnings per common share are calculated by dividing net income or loss by the weighted average number of shares outstanding during the period. Diluted earnings per common share are calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an anti-dilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. Currently there are no common stock dilutive instruments in 2019 or 2018 which have been excluded from EPS that could potentially have a dilutive effect on EPS in the future. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 periods. Actual results could differ significantly from previously estimated amounts. Revenue Recognition The Company recognizes revenues when services are rendered, field tickets are approved, signed and received, and when payment is determinable and reasonably assured. The Company extends short-term, unsecured credit to its customers for amounts invoiced. On January 1, 2018 the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (ASC 606) using the modified retrospective method. Adoption of the new revenue standard had no impact on the Company’s consolidated balance sheet, results of operations, equity or cash flows as of the adoption date and the Company does not expect and further material impact to its consolidated financial statements on an ongoing basis as a result of adopting the revenue standard. Sales of crude oil are included in revenue when such crude oil is extracted from fluid received for disposal and sold to a customer in fulfillment of performance obligations under the terms of the agreed contracts. Performance obligations for crude oil sales are satisfied once the crude oil has been transferred to the customer. In each case, the term between delivery and when payments are due is not significant. The following table disaggregates the Company’s revenue by source for the years ended December 31, 2019 and 2018: Year ended Year ended December 31, 2019 December 31, 2018 Disposal fees for disposed fluids $ 753,012 $ 852,697 Crude oil sales 139,262 282,794 $ 892,274 $ 1,135,491 Cash For purposes of the consolidated statements of cash flows, cash includes demand deposits, time deposits, certificates of deposit and short-term liquid investments with original maturities of three months or less when purchased. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of December 31, 2019, and 2018, none of the Company’s cash was more than federally insured limits. Accounts Receivable The Company performs periodic credit evaluations of its customers’ financial condition and extends credit to virtually all of its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management’s expectations. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal accounts receivable are due 30 to 45 days after the issuance of the invoice. Receivables past due more than 60 days are considered delinquent. Delinquent receivables are evaluated for collectability based on individual credit evaluation and specific circumstances of the customer. As of December 31, 2019, and 2018, the Company’s allowance for doubtful accounts was $146,441 and $146,441, respectively. The Company wrote off $0 and $0 of accounts receivable against the allowance for doubtful accounts in 2019 and 2018 respectively. At December 31, 2019 and 2018, the Company had the following customer concentrations. Percentage of Percentage of Accounts 2019 2018 2019 2018 Customer A 50 % 32 % 47 % 33 % Customer B 29 % 29 % 40 % 36 % Customer C 16 % 23 % * * * Less than 10% Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line bases over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the statements of operations in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Impairment loss has been recorded in current period. For the year ended December 31, 2019 and 2018, depreciation expense amounts to $364,554 and $501,696, respectively. As of December 31, 2019, the Company evaluated the projected annual revenues from its disposal wells in relation to disposal costs per barrel and projected general and administrative costs and determined that the assets were fully impaired. Accordingly, the Company recorded an impairment loss of $2,474,057 on its disposal wells for the year ended December 31, 2019. For the year ended December 31, 2018, the impairment loss was $0. Asset retirement obligations ASC Topic 410, Asset Retirement and Environmental Obligations The Company has not recorded an ARO for the future estimated reclamation costs associated with the operation of the Company’s disposal wells. The Company is not able to determine the estimated life of its wells and is unable to determine a reasonable estimate of the fair value associated with this liability. The Company believes that any such liability would not be material to the consolidated financial statements taken as a whole. Equity Instruments Issued for Goods and Services The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. That cost is recognized in the consolidated financial statements over the period during which the employee is required to provide services in exchange for the award with a corresponding increase in additional paid-in capital. Fair Value Measurements U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3: Unobservable inputs for the asset or liability. Fair Value of Financial Instruments In accordance with the reporting requirements of ASC Topic 825, Financial Instruments Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense is the tax payable for the year plus or minus the change during the period in deferred tax assets and liabilities. Earnings Per Share (EPS) Basic earnings per common share was calculated by dividing net income or loss by the weighted average number of shares outstanding during the year. Diluted earnings per common share was calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an antidilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. The table below sets forth the reconciliation for net loss and weighted average shares used for calculating basic and diluted earnings per share. 2019 2018 Earnings (numerator) Net loss $ (4,154,634 ) $ (886,295 ) Net loss available to common shareholders $ (4,154,634 ) $ (886,295 ) Shares (denominator) Weighted average common shares outstanding (basic) 14,302,491 14,237,269 Loss per share (basic) $ (0.29 ) $ (0.06 ) |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 4. RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02, Leases, |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 5. INTANGIBLE ASSETS Intangible assets are carried at cost and are amortized on a straight-line bases over the estimated lives of the assets. The Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Impairment loss has been recorded in current period. For the year ended December 31, 2019 and 2018, amortization expense amounted to $54,882 and $73,176, respectively. The Company recorded an impairment loss of $207,308 on its intangible assets, consisting of disposal well permits, for the year ended December 31, 2019. For the year ended December 31, 2018, the impairment loss was $0. In connection with the acquisition of CTT, the Company acquired intangible assets consisting of disposal well permits and customer relationships. The Company valued the disposal well permits using the build-out (Greenfield) valuation technique. The customer relationships were valued by the Company using the excess earnings valuation technique. Disposal well permits are definite-life intangible assets, which are amortizable over their estimated useful life. The intangible assets, net of amortization as of December 31, 2018 were as follows: December 31, 2018 Accumulated Weighted Average Gross Amortization Net Useful Life Intangible Assets Disposal well permits $ 1,163,058 $ (900,868 ) $ 262,190 10 years |
BORROWINGS
BORROWINGS | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
BORROWINGS | 6. BORROWINGS Outstanding borrowings as of December 31, 2019 and 2018 were as follows: December 31, December 31, 2019 2018 Revolving credit facility and term loan (a) $ — $ 747,757 Term note (b) — 4,321,065 Loans from stockholders (c) (d) — 2,870,484 Installment notes — 11,941 Total debt — 7,951,247 Less current portion — (7,951,247 ) Total long-term debt $ — $ — a. The Revolving Credit Facility and Term Loan have a maturity date of July 23, 2017 and a default interest rate, which is the base rate plus the applicable margin plus 2% (6.75% and 7.75%, respectively as of December 31, 2016. The loans are secured by all the Company’s properties and assets except for its disposal wells wherein the Senior Loan Facility has a subordinated secured position with an accredited investor. On December 28, 2019, Company exchanged 786,300 shares of common stock of the Company with the stockholder for cancelling any and all debt owed to them by the Company. b. The Company and its subsidiaries entered into a Term Loan, Guaranty and Security Agreement on July 23, 2012 with ICON (the “Loan Agreement”). On December 27, 2014 an affiliate of an accredited investor who is also a stockholder purchased the note payable under the Loan Agreement. The accredited investor assumed the terms and conditions of the Loan Agreement. The Loan Agreement provides the lender with a senior secured position on the Company’s disposal wells and a subordinated position to the Senior Loan Facility on all other Company properties and assets. On December 28, 2019, Company exchanged 4,543,798 shares of common stock of the Company with the stockholder for cancelling any and all debt owed to them by the Company. c. On May 27, 2014 an accredited investor, who is also a stockholder in the Company, entered into a loan agreement with the Company for $2,783,484. As of December 31, 2019, and 2018, the principal balance of the note was $0 and $2,783,484, respectively. On December 28, 2019, Company exchanged Brunson Saltwater disposal Well and its related operating assets in Chico, Texas with the stockholder for cancelling any and all debt owed to him by Company and returning his 2,701,168 shares of Company’s common shares. d. On March 21, 2014 the CEO of the Company, who is also a stockholder in the Company entered into a promissory note agreement whereby the CEO loaned the Company $87,000. The promissory note has an interest rate of 7% per annum. On December 28, 2019, Company exchanged 130,000 shares of common stock of the Company with the stockholder for cancelling any and all debt owed to him by the Company. |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
EQUITY TRANSACTIONS | 7. EQUITY TRANSACTIONS On December 28, 2019, Company exchanged 5,460,098 shares of common stock of the Company with two shareholders for cancelling any and all debt owed to them by the Company. The principal plus accrued interest and accounts payable totaled $6,085,012. On December 28, 2019, Company exchanged Brunson Saltwater disposal Well and its related operating assets in Chico, Texas with a shareholder for cancelling any and all debt owed to him by Company and returning his 2,701,168 shares of Company’s common shares. The principal plus accrued interest and accounts payable totaled $4,861,575. On December 28, 2019, Company recorded face value in the amount of $281,555 of the shares of common stock issued to a shareholder to compensate his service provided. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | 8. STOCK BASED COMPENSATION On December 28, 2019, the Company issued an aggregate of 1,442,606 shares of common stock to the members of the Board of Directors and outside consultants. Two members of the Board of Directors received 421,303 shares each. One member of the Board of Directors received 300,000 shares. Outside consultants to the Company received an aggregate of 300,000 shares in exchange for their services to the Company. The Company recorded stock compensation expense of $389,504 for the year ended December 31, 2019 associated with the stock issuance. Under the terms of the Company’s employment agreement with Mr. O’Donnell, Mr. O’Donnell receives a grant of 6,250 shares of the Company’s common stock per quarter and a grant of 1,000 shares of the Company’s common stock times the number of years of completed service issued annually. In addition, Mr. O’Donnell receives options to purchase up to 15,000 of the Company’s common stock per calendar quarter at an exercise price equal to the ending bid price of the last market day prior to the date of the option award. The option exercise period for the option is up to two years from its date of issuance, at which time the option expires. Due to the Company’s operating performance, no grants were made to Mr. O’Donnell for the years ended December 31, 2019 or 2018 under this provision of his employment agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES a. The Company ceased operation in oilfield service industry and currently carries no long term commitments. Two of the leases were transferred as part of the asset transaction. The rest of the leases were defaulted at the end of the year, and the wells have been repossessed by the lessor. b. From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs and legal costs associated with these matters when they become probable and the amount can be reasonably estimated. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or taken together would have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows. c. The Company realized a reduction in certain liabilities for accounts payable with certain vendors through a combination of expiration of the statute of limitations. This activity resulted in a one-time gain on extinguishment of debt of $585,815 for the year ended December 31, 2019 and $438,596 for the year ended December 31, 2018. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES The Company computes income taxes using the asset and liability approach. The Company currently has no issue that creates timing differences that would mandate deferred tax expense. Due to the uncertainty as to the utilization of net operating loss carry forwards, a valuation allowance was made to the extent of any tax benefit that net operating losses may generate. No provision for income taxes was recorded for the year ended December 31, 2019 and 2018 due to the Company’s net operating loss carry forward from prior years. The following table reconciles income tax expense and rate base on the statutory rate to the Company’s income tax expense. Year Ended Year Ended Amount Percentage Amount Percentage Computed “expected” income tax benefit $ (872,000 ) 21.00 $ (186,000 ) 21.0 Increase (decrease) in income taxes resulting from: Changes in estimates 795,000 (19.00 ) 266,000 (30.0 ) Changes in valuation allowance 77,000 (2.00 ) (80,000 ) 9.0 Provision for federal and state income tax $ — — $ — — Deferred Income Taxes Deferred income taxes primarily represent the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of our deferred taxes are as follows: Years Ended 2019 2018 Deferred tax assets (liabilities): Net operating loss benefit $ 7,373,250 $ 6,821,090 Bad debt allowance 31,263 31,263 Stock based compensation 395,100 254,100 Gain on sale of assets 438,142 438,142 Depreciation and amortization (3,420,174 ) (3,443,174 ) Total deferred tax assets 4,817,581 4,101,421 Valuation allowance (4,817,581 ) (4,101,421 ) Net deferred tax assets $ — $ — At December 31, 2019 and 2018, the Company has net operating loss carry forwards of approximately $35.9 million and $31.7 million , |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | 11. RELATED PARTY TRANSACTION On December 28, 2019, Company exchanged 5,460,098 shares of common stock of the Company with two shareholders for cancelling any and all debt owed to them by the Company. Refer to note 7, equity transactions. On December 28, 2019, Company exchanged Brunson Saltwater disposal well and its related operating assets in Chico, Texas with a shareholder for cancelling any and all debt owed to him by Company and returning his 2,701,168 shares of Company’s common shares. Refer to note 7, equity transactions. On December 28, 2019, Company recorded face value in the amount of $281,555 of the shares of common stock issued to a shareholder to compensate his service provided. Refer to note 7, equity transactions. On December 28, 2019, the Company issued an aggregate of 1,442,606 shares of common stock to the members of the Board of Directors and outside consultants. Two members of the Board of Directors received 421,303 shares each. One member of the Board of Directors received 300,000 shares. Outside consultants to the Company received an aggregate of 300,000 shares in exchange for their services to the Company. The Company recorded stock compensation expense of $389,504 for the year ended December 31, 2019 associated with the stock issuance. Refer to note 8, stock based compensation. Company incurred $60,000 and $60,000 management fees with Elysian Fields Disposal, which is wholly owned by one of the major shareholders, for the years ended December 31, 2019 and 2018 respectively. The account payables outstanding balance with Elysian Fields Disposal was $115,000 as of December 31, 2019. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS On December 12, 2019, Frontier Oilfield Services, Inc. entered into a Reorganization and Stock Purchase Agreement (the “Agreement”) to change its corporate domicile from Texas to Nevada, assume the name TRICCAR, Inc. (“TRICCAR”), and to acquire 100% of the issued and outstanding equity of TRICCAR Holdings, Inc., a Nevada Corporation (“TRICCAR Holdings”). Pursuant to the Agreement, effective on February 28, 2020, the parties closed the Agreement. TRICCAR acquired 100% of the issued and outstanding equity of TRICCAR Holdings TRICCAR issued 80,000,000 shares of stock to acquire all the issued and outstanding equity stock of TRICCAR Holdings while TRICCAR shareholders retained 20,000,000 shares of stock. TRICCAR’s management team and Board of Directors resigned and were replaced by TRICCAR Holdings management team and a new five member Board of Directors. At that time, Frontier Oilfield Services ceased operations in the oilfield services industry. The Company is engaged in the development of bioceutical and pharmaceutical products designed to support those with common illnesses and diseases. Bioceuticals developed and tested to date include formulae designed to support human and animal health through antivirals, calcium deficiency and bone mass density loss; obesity and weight loss; diabetic nerve pain; blood performance; hypothyroidism; pain management; ADHD; mental acuity; endocannabinoid support; trigeminal neuralgia; menopause relief; endocannabinoid support for seizures; cellular hydration; persistent headache; cough; liver and kidney health; vision; and sleep. Pharmaceutical formulae include solutions that, pending FDA approval, may be brought to market to treat or cure amyotrophic lateral sclerosis; diabetic nerve pain; appetite stimulation for chemotherapy patients; and congenital toxoplasmosis. As product development led to above average success rates in creating formulae to support those with illnesses and diseases, the investors behind the Company decided to bring these advancements to the public. On August 22, 2017, TRICCAR Holdings, Inc. was incorporated in the State of Nevada. The Company is addressing human health care market and animal science market with a current pipeline of products. Five of the Company’s human-use products also have applications in animal science, primarily in the areas of performance, muscular recovery, joint care, and endocannabinoid support and will be sold through an as yet-to-be formed animal science subsidiary. The COVID-19 pandemic has impacted the Company through the supply chain and our reliance on third-parties for some of the ingredients used in our products. Based on information provided by suppliers, we believe the impact of these delays is approximately eight to eleven months which may delay the market introduction of our first eleven products, which may impact our ability to generate revenue from these products. Additionally, stay-in-place orders where we have personnel, may impact our ability to operate as efficiently has we have previously. We instituted a work-from-home policy on March 10, 2020, however, any positive COVID-19 results for our key executive team could undermine the Company’s ability to meet internal deadlines and bring products to market. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 periods. Actual results could differ significantly from previously estimated amounts. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when services are rendered, field tickets are approved, signed and received, and when payment is determinable and reasonably assured. The Company extends short-term, unsecured credit to its customers for amounts invoiced. On January 1, 2018 the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (ASC 606)” using the modified retrospective method. Adoption of the new revenue standard had no impact on the Company’s consolidated balance sheet, results of operations, equity or cash flows as of the adoption date and the Company does not expect and further material impact to its consolidated financial statements on an ongoing basis as a result of adopting the revenue standard. Sales of crude oil are included in revenue when such crude oil is extracted from fluid received for disposal and sold to a customer in fulfillment of performance obligations under the terms of the agreed contracts. Performance obligations for crude oil sales are satisfied once the crude oil has been transferred to the customer. In each case, the term between delivery and when payments are due is not significant. The following table disaggregates the Company’s revenue by source for the years ended December 31, 2019 and 2018: Year ended Year ended December 31, 2019 December 31, 2018 Disposal fees for disposed fluids $ 753,012 $ 852,697 Crude oil sales 139,262 282,794 $ 892,274 $ 1,135,491 |
Cash | Cash For purposes of the consolidated statements of cash flows, cash includes demand deposits, time deposits, certificates of deposit and short-term liquid investments with original maturities of three months or less when purchased. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of December 31, 2019, and 2018, none of the Company’s cash was more than federally insured limits. |
Accounts Receivable | Accounts Receivable The Company performs periodic credit evaluations of its customers’ financial condition and extends credit to virtually all of its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management’s expectations. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal accounts receivable are due 30 to 45 days after the issuance of the invoice. Receivables past due more than 60 days are considered delinquent. Delinquent receivables are evaluated for collectability based on individual credit evaluation and specific circumstances of the customer. As of December 31, 2019, and 2018, the Company’s allowance for doubtful accounts was $146,441 and $146,441, respectively. The Company wrote off $0 and $0 of accounts receivable against the allowance for doubtful accounts in 2019 and 2018 respectively. At December 31, 2019 and 2018, the Company had the following customer concentrations. Percentage of Percentage of Accounts 2019 2018 2019 2018 Customer A 50 % 32 % 47 % 33 % Customer B 29 % 29 % 40 % 36 % Customer C 16 % 23 % * * * Less than 10% |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line bases over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the statements of operations in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Impairment loss has been recorded in current period. For the year ended December 31, 2019 and 2018, depreciation expense amounts to $364,554 and $501,696, respectively. As of December 31, 2019, the Company evaluated the projected annual revenues from its disposal wells in relation to disposal costs per barrel and projected general and administrative costs and determined that the assets were fully impaired. Accordingly, the Company recorded an impairment loss of $2,474,057 on its disposal wells for the year ended December 31, 2019. For the year ended December 31, 2018, the impairment loss was $0. |
Asset retirement obligations | Asset retirement obligations ASC Topic 410, Asset Retirement and Environmental Obligations The Company has not recorded an ARO for the future estimated reclamation costs associated with the operation of the Company’s disposal wells. The Company is not able to determine the estimated life of its wells and is unable to determine a reasonable estimate of the fair value associated with this liability. The Company believes that any such liability would not be material to the consolidated financial statements taken as a whole. |
Equity Instruments Issued for Goods and Services | Equity Instruments Issued for Goods and Services The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. That cost is recognized in the consolidated financial statements over the period during which the employee is required to provide services in exchange for the award with a corresponding increase in additional paid-in capital. |
Fair Value Measurements | Fair Value Measurements U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3: Unobservable inputs for the asset or liability. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with the reporting requirements of ASC Topic 825, Financial Instruments |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense is the tax payable for the year plus or minus the change during the period in deferred tax assets and liabilities. |
Earnings Per Share (EPS) | Earnings Per Share (EPS) Basic earnings per common share was calculated by dividing net income or loss by the weighted average number of shares outstanding during the year. Diluted earnings per common share was calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an antidilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. The table below sets forth the reconciliation for net loss and weighted average shares used for calculating basic and diluted earnings per share. 2019 2018 Earnings (numerator) Net loss $ (4,154,634 ) $ (886,295 ) Net loss available to common shareholders $ (4,154,634 ) $ (886,295 ) Shares (denominator) Weighted average common shares outstanding (basic) 14,302,491 14,237,269 Loss per share (basic) $ (0.29 ) $ (0.06 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of revenue by source | The following table disaggregates the Company’s revenue by source for the years ended December 31, 2019 and 2018: Year ended Year ended December 31, 2019 December 31, 2018 Disposal fees for disposed fluids $ 753,012 $ 852,697 Crude oil sales 139,262 282,794 $ 892,274 $ 1,135,491 |
Schedule of customer concentrations | At December 31, 2019 and 2018, the Company had the following customer concentrations. Percentage of Percentage of Accounts 2019 2018 2019 2018 Customer A 50 % 32 % 47 % 33 % Customer B 29 % 29 % 40 % 36 % Customer C 16 % 23 % * * * Less than 10% |
Schedule of reconciliation for net loss and weighted average shares used for calculating basic and diluted earnings per share | The table below sets forth the reconciliation for net loss and weighted average shares used for calculating basic and diluted earnings per share. 2019 2018 Earnings (numerator) Net loss $ (4,154,634 ) $ (886,295 ) Net loss available to common shareholders $ (4,154,634 ) $ (886,295 ) Shares (denominator) Weighted average common shares outstanding (basic) 14,302,491 14,237,269 Loss per share (basic) $ (0.29 ) $ (0.06 ) |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets net of amortization | The intangible assets, net of amortization as of December 31, 2018 were as follows: December 31, 2018 Accumulated Weighted Average Gross Amortization Net Useful Life Intangible Assets Disposal well permits $ 1,163,058 $ (900,868 ) $ 262,190 10 years |
BORROWINGS (Tables)
BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of borrowings | Outstanding borrowings as of December 31, 2019 and 2018 were as follows: December 31, December 31, 2019 2018 Revolving credit facility and term loan (a) $ — $ 747,757 Term note (b) — 4,321,065 Loans from stockholders (c) (d) — 2,870,484 Installment notes — 11,941 Total debt — 7,951,247 Less current portion — (7,951,247 ) Total long-term debt $ — $ — a. The Revolving Credit Facility and Term Loan have a maturity date of July 23, 2017 and a default interest rate, which is the base rate plus the applicable margin plus 2% (6.75% and 7.75%, respectively as of December 31, 2016. The loans are secured by all the Company’s properties and assets except for its disposal wells wherein the Senior Loan Facility has a subordinated secured position with an accredited investor. On December 28, 2019, Company exchanged 786,300 shares of common stock of the Company with the stockholder for cancelling any and all debt owed to them by the Company. b. The Company and its subsidiaries entered into a Term Loan, Guaranty and Security Agreement on July 23, 2012 with ICON (the “Loan Agreement”). On December 27, 2014 an affiliate of an accredited investor who is also a stockholder purchased the note payable under the Loan Agreement. The accredited investor assumed the terms and conditions of the Loan Agreement. The Loan Agreement provides the lender with a senior secured position on the Company’s disposal wells and a subordinated position to the Senior Loan Facility on all other Company properties and assets. On December 28, 2019, Company exchanged 4,543,798 shares of common stock of the Company with the stockholder for cancelling any and all debt owed to them by the Company. c. On May 27, 2014 an accredited investor, who is also a stockholder in the Company, entered into a loan agreement with the Company for $2,783,484. As of December 31, 2019, and 2018, the principal balance of the note was $0 and $2,783,484, respectively. On December 28, 2019, Company exchanged Brunson Saltwater disposal Well and its related operating assets in Chico, Texas with the stockholder for cancelling any and all debt owed to him by Company and returning his 2,701,168 shares of Company’s common shares. d. On March 21, 2014 the CEO of the Company, who is also a stockholder in the Company entered into a promissory note agreement whereby the CEO loaned the Company $87,000. The promissory note has an interest rate of 7% per annum. On December 28, 2019, Company exchanged 130,000 shares of common stock of the Company with the stockholder for cancelling any and all debt owed to him by the Company. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of statutory tax expense to our income tax provision | The following table reconciles income tax expense and rate base on the statutory rate to the Company’s income tax expense. Year Ended Year Ended Amount Percentage Amount Percentage Computed “expected” income tax benefit $ (872,000 ) 21.00 $ (186,000 ) 21.0 Increase (decrease) in income taxes resulting from: Changes in estimates 795,000 (19.00 ) 266,000 (30.0 ) Changes in valuation allowance 77,000 (2.00 ) (80,000 ) 9.0 Provision for federal and state income tax $ — — $ — — |
Schedule of components of deferred taxes | The components of our deferred taxes are as follows: Years Ended 2019 2018 Deferred tax assets (liabilities): Net operating loss benefit $ 7,373,250 $ 6,821,090 Bad debt allowance 31,263 31,263 Stock based compensation 395,100 254,100 Gain on sale of assets 438,142 438,142 Depreciation and amortization (3,420,174 ) (3,443,174 ) Total deferred tax assets 4,817,581 4,101,421 Valuation allowance (4,817,581 ) (4,101,421 ) Net deferred tax assets $ — $ — |
BUSINESS ACTIVITIES (Details Na
BUSINESS ACTIVITIES (Details Narrative) | Dec. 31, 2019Number |
Texas [Member] | |
Number of disposal wells | 9 |
North Texas [Member] | |
Number of disposal wells | 6 |
East Texas [Member] | |
Number of disposal wells | 3 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 892,274 | $ 1,135,491 |
Disposal Fees For Disposed Fluids [Member] | ||
Revenue | 753,012 | 852,697 |
Crude Oil Sales [Member] | ||
Revenue | $ 139,262 | $ 282,794 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue [Member] | Customer A [Member] | ||
Percentage of concentration risk | 50.00% | 32.00% |
Revenue [Member] | Customer B [Member] | ||
Percentage of concentration risk | 29.00% | 29.00% |
Revenue [Member] | Customer C [Member] | ||
Percentage of concentration risk | 16.00% | 23.00% |
Accounts Receivable [Member] | Customer A [Member] | ||
Percentage of concentration risk | 47.00% | 33.00% |
Accounts Receivable [Member] | Customer B [Member] | ||
Percentage of concentration risk | 40.00% | 36.00% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings (numerator) | ||
Net loss | $ (4,154,634) | $ (886,295) |
Net loss loss available to common shareholders | $ (4,154,634) | $ (886,295) |
Shares (denominator) | ||
Weighted average common shares outstanding (basic) (in shares) | 14,302,491 | 14,237,269 |
Loss per share (basic) (in dollars per share) | $ (0.29) | $ (0.06) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash, FDIC insured amount | $ 250,000 | |
Allowance for doubtful accounts | 146,441 | $ 146,441 |
Accounts receivable write off | 0 | 0 |
Impairment loss of disposal well | 2,474,057 | 0 |
Property And Equipment [Member] | ||
Depreciation expense | $ 364,554 | $ 501,696 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Intangibles, Net | $ 262,190 |
Disposal Well Permits [Member] | |
Intangibles, Gross | 1,163,058 |
Intangibles, Accumulated Amortization | (900,868) |
Intangibles, Net | $ 262,190 |
Intangible assets, Weighted Average Useful Life | 10 years |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 54,882 | $ 73,176 |
impairment loss on intangible assets | $ 207,308 | $ 0 |
BORROWINGS (Details)
BORROWINGS (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Long-term debt, net | |||
Total debt | $ 7,951,247 | ||
Less current portion | (7,951,247) | ||
Total long-term debt | |||
Revolving Credit Facility And Term Loan [Member] | |||
Long-term debt, net | |||
Total debt | [1] | 747,757 | |
Term Note [Member] | |||
Long-term debt, net | |||
Total debt | [2] | 4,321,065 | |
Loans From Stockholders [Member] | |||
Long-term debt, net | |||
Total debt | [3],[4] | 2,870,484 | |
Installment Notes [Member] | |||
Long-term debt, net | |||
Total debt | $ 11,941 | ||
[1] | The Revolving Credit Facility and Term Loan have a maturity date of July 23, 2017 and a default interest rate, which is the base rate plus the applicable margin plus 2% (6.75% and 7.75%, respectively as of December 31, 2016. The loans are secured by all the Companys properties and assets except for its disposal wells wherein the Senior Loan Facility has a subordinated secured position with an accredited investor. On December 28, 2019, Company exchanged 786,300 shares of common stock of the Company with the stockholder for cancelling any and all debt owed to them by the Company. | ||
[2] | The Company and its subsidiaries entered into a Term Loan, Guaranty and Security Agreement on July 23, 2012 with ICON (the Loan Agreement). On December 27, 2014 an affiliate of an accredited investor who is also a stockholder purchased the note payable under the Loan Agreement. The accredited investor assumed the terms and conditions of the Loan Agreement. The Loan Agreement provides the lender with a senior secured position on the Companys disposal wells and a subordinated position to the Senior Loan Facility on all other Company properties and assets. On December 28, 2019, Company exchanged 4,543,798 shares of common stock of the Company with the stockholder for cancelling any and all debt owed to them by the Company. | ||
[3] | On March 21, 2014 the CEO of the Company, who is also a stockholder in the Company entered into a promissory note agreement whereby the CEO loaned the Company $87,000. The promissory note has an interest rate of 7% per annum. On December 28, 2019, Company exchanged 130,000 shares of common stock of the Company with the stockholder for cancelling any and all debt owed to him by the Company. | ||
[4] | On May 27, 2014 an accredited investor, who is also a stockholder in the Company, entered into a loan agreement with the Company for $2,783,484. As of December 31, 2019, and 2018, the principal balance of the note was $0 and $2,783,484, respectively. On December 28, 2019, Company exchanged Brunson Saltwater disposal Well and its related operating assets in Chico, Texas with the stockholder for cancelling any and all debt owed to him by Company and returning his 2,701,168 shares of Companys common shares. |
BORROWINGS (Details Narrative)
BORROWINGS (Details Narrative) - USD ($) | Dec. 28, 2019 | Dec. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | May 27, 2014 | Mar. 21, 2014 |
Number of shares exchanged for cancelling debt | 5,460,098 | |||||
Number of shares returned to the company | 2,701,168 | |||||
Loans From Stockholders [Member] | ||||||
Debt face amount | $ 0 | $ 2,783,484 | $ 2,783,484 | |||
Revolving Credit Facility And Term Loan [Member] | ||||||
Maturity Date | Jul. 23, 2017 | |||||
Variable rate description | Base Rate Plus Applicable Margin Plus 2% | |||||
Spread on variable rate basis | 2.00% | |||||
Default interest rate | 6.75% | |||||
Debt Interest Rate | 7.75% | |||||
Number of shares exchanged for cancelling debt | 786,300 | |||||
Term Note [Member] | ||||||
Number of shares exchanged for cancelling debt | 4,543,798 | |||||
Loans From Stockholders [Member] | ||||||
Number of shares returned to the company | 2,701,168 | |||||
Promissory Note Agreement With CEO [Member] | Loans From Stockholders [Member] | ||||||
Debt face amount | $ 87,000 | |||||
Debt Interest Rate | 7.00% | |||||
Number of shares exchanged for cancelling debt | 130,000 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 28, 2019 | Dec. 31, 2019 |
Number of shares exchanged for cancelling debt | 5,460,098 | |
Number of shares returned to the company | 2,701,168 | |
Brunson Saltwater Disposal Well [Member] | Texas [Member] | ||
Number of shares returned to the company | 2,701,168 | |
Principal plus accrued interest and accounts payable | $ 4,861,575 | |
Two Shareholders [Member] | ||
Number of shares exchanged for cancelling debt | 5,460,098 | |
Principal plus accrued interest and accounts payable | $ 6,085,012 | |
Shareholder [Member] | ||
Value of shares issued for compensation | $ 281,555 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) | Dec. 28, 2019Numbershares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Stock compensation expense | $ | $ 671,059 | $ 356,556 | |
Board Of Directors And Outside Consultants [Member] | |||
Number of shares issued for compensation | 1,442,606 | ||
Stock compensation expense | $ | $ 389,504 | ||
Two Members of Board Of Directors [Member] | |||
Number of directors received stock | Number | 2 | ||
Number of shares issued for compensation | 421,303 | ||
One Member of Board Of Directors [Member] | |||
Number of directors received stock | Number | 1 | ||
Number of shares issued for compensation | 300,000 | ||
Outside Consultants [Member] | |||
Number of shares issued for compensation | 300,000 | ||
Mr. O'Donnell [Member] | |||
Number of shares issued for compensation | 0 | 0 | |
Employment agreement of officers, quarterly stock grants | 6,250 | ||
Employment agreement of officers, annual stock grants per year of service | 1,000 | ||
Employment agreement of officers, quarterly option grants | 15,000 | ||
Mr. O'Donnell [Member] | Maximum [Member] | |||
Option exercise period | 2 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019USD ($)Number | Dec. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of leases transferred | Number | 2 | |
Gain on extinguishment of debt | $ | $ 585,815 | $ 438,596 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Computed "expected" income tax benefit amount | $ (872,000) | $ (186,000) |
Increase (decrease) in income taxes resulting from: | ||
Changes in estimates | 795,000 | 266,000 |
Changes in valuation allowance, amount | 77,000 | $ (80,000) |
Provision for federal and state income tax | ||
Computed "expected" income tax benefit percentage | 21.00% | 21.00% |
Changes in estimates, percentage | (19.00%) | (30.00%) |
Changes in valuation allowance, percentage | (2.00%) | 9.00% |
Total tax provision, percentage |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets (liabilities): | ||
Net operating loss benefit | $ 7,373,250 | $ 6,821,090 |
Bad debt allowance | 31,263 | 31,263 |
Stock based compensation | 395,100 | 254,100 |
Gain on sale of assets | 438,142 | 438,142 |
Depreciation and amortization | (3,420,174) | (3,443,174) |
Total deferred tax assets | 4,817,581 | 4,101,421 |
Valuation allowance | (4,817,581) | $ (4,101,421) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 35,900,000 | $ 31,700,000 |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details Narrative) | Dec. 28, 2019USD ($)Numbershares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Number of shares exchanged for cancelling debt | 5,460,098 | ||
Number of shares returned to the company | 2,701,168 | ||
Stock compensation expense | $ | $ 671,059 | $ 356,556 | |
Board Of Directors And Outside Consultants [Member] | |||
Number of shares issued for compensation | 1,442,606 | ||
Stock compensation expense | $ | 389,504 | ||
Two Members of Board Of Directors [Member] | |||
Number of shares issued for compensation | 421,303 | ||
Number of directors received stock | Number | 2 | ||
One Member of Board Of Directors [Member] | |||
Number of shares issued for compensation | 300,000 | ||
Number of directors received stock | Number | 1 | ||
Outside Consultants [Member] | |||
Number of shares issued for compensation | 300,000 | ||
Brunson Saltwater Disposal Well [Member] | Texas [Member] | |||
Number of shares returned to the company | 2,701,168 | ||
Two Shareholders [Member] | |||
Number of shares exchanged for cancelling debt | 5,460,098 | ||
Shareholder [Member] | |||
Value of shares issued for compensation | $ | $ 281,555 | ||
Elysian Fields Disposal [Member] | |||
Management fees | $ | 60,000 | $ 60,000 | |
Accounts payable, related party | $ | $ 115,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Reorganization and Stock Purchase Agreement [Member] - Subsequent Event [Member] - TRICCAR Holdings, Inc [Member] | Feb. 28, 2020shares |
Percentage of ownership acquired | 100.00% |
Number of shares issued for acquisition (in shares) | 80,000,000 |
Number of shares retained by acquiree shareholders (in shares) | 20,000,000 |