Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | SMG Industries Inc. | |
Entity Central Index Key | 0001426506 | |
Current Fiscal Year End Date | --12-31 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | SMGI | |
Title of 12(b) Security | None | |
Entity Common Stock, Shares Outstanding | 211,078,135 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 353,418 | $ 263,814 |
Restricted cash | 716,474 | 715,274 |
Accounts receivable, net of allowance for doubtful accounts of $672,201 and $691,098 as of March 31, 2021 and December 31, 2020, respectively | 6,324,912 | 4,920,967 |
Prepaid expenses and other current assets | 1,355,262 | 1,409,996 |
Current assets of discontinued operations | 138,821 | 437,787 |
Total current assets | 8,888,887 | 7,747,838 |
Property and equipment, net of accumulated depreciation of $6,882,957 and $5,991,572 as of March 31, 2021 and December 31, 2020, respectively | 14,912,382 | 16,337,914 |
Right of use assets - operating lease | 1,182,400 | 1,270,989 |
Other assets | 744,075 | 499,707 |
Other assets of discontinued operations, net | 1,514,469 | 1,568,700 |
Total assets | 27,242,213 | 27,425,148 |
Current liabilities: | ||
Accounts payable | 2,940,421 | 3,171,086 |
Accounts payable - related party | 110,526 | 205,444 |
Accrued expenses and other liabilities | 3,836,219 | 2,373,057 |
Right of use liabilities operating leases current portion | 608,097 | 575,517 |
Deferred revenue | 30,000 | 30,000 |
Secured line of credit | 3,718,730 | 4,046,256 |
Current portion of unsecured notes payable | 4,449,569 | 2,187,436 |
Current portion of secured notes payable, net | 5,224,918 | 4,010,627 |
Current portion of convertible notes, net | 50,000 | 50,000 |
Current liabilities of discontinued operations | 1,943,319 | 2,243,037 |
Total current liabilities | 22,911,799 | 18,892,460 |
Long term liabilities: | ||
Convertible notes payable, net | 2,691,321 | 2,417,335 |
Notes payable - unsecured, net of current portion | 1,831,844 | 1,040,223 |
Notes payable - secured, net of current portion | 12,518,185 | 14,038,409 |
Right of use liabilities - operating leases, net of current portion | 793,944 | 846,212 |
Long term liabilities of discontinued operations | 1,009,972 | 1,008,362 |
Total liabilities | 41,757,065 | 38,243,001 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Common stock - $0.001 par value; authorized 250,000,000 authorized, issued and outstanding 19,839,365 and 19,446,258 at March 31, 2021 and December 31, 2020, respectively | 19,840 | 19,447 |
Additional paid in capital | 11,170,885 | 10,978,254 |
Accumulated deficit | (25,705,579) | (21,815,556) |
Total stockholders' deficit | (14,514,852) | (10,817,853) |
Total liabilities and stockholders' deficit | 27,242,213 | 27,425,148 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock 1,000,000 shares authorized | 2 | 2 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock 1,000,000 shares authorized | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Allowance for Doubtful Accounts Receivable, Current | $ 672,210 | $ 691,098 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 6,882,957 | $ 5,991,572 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 19,839,365 | 19,446,258 |
Common Stock, Shares, Outstanding | 19,839,365 | 19,446,258 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,000 | 2,000 |
Preferred Stock, Shares Issued | 2,000 | 2,000 |
Preferred Stock, Shares Outstanding | 2,000 | 2,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 6,000 | 6,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
REVENUES | $ 7,602,328 | $ 4,360,381 |
COST OF REVENUES | 8,700,508 | 4,663,359 |
GROSS LOSS | (1,098,180) | (302,978) |
OPERATING EXPENSES: | ||
Selling, general and administrative | 1,512,400 | 2,098,330 |
Total operating expenses | 1,512,400 | 2,098,330 |
LOSS FROM OPERATIONS | (2,610,580) | (2,401,308) |
OTHER INCOME (EXPENSE) | ||
Interest expense, net | (1,248,789) | (344,599) |
Other income, net | 639 | 0 |
Gain on sale of assets | 50,162 | 0 |
Total other income (expense) | (1,197,988) | (344,599) |
NET LOSS FROM CONTINUING OPERATIONS | (3,808,568) | (2,745,907) |
Loss from discontinued operations | (56,455) | (233,324) |
NET LOSS | (3,865,023) | (2,979,231) |
Preferred stock dividends | (25,000) | (42,123) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (3,890,023) | $ (3,021,354) |
Net loss per common share - Basic and diluted | ||
Continuing operations (in dollar per share) | $ (0.20) | $ (0.18) |
Discontinued operations (in dollar per share) | 0 | (0.01) |
Net loss attributable to common shareholders (in dollar per share) | $ (0.20) | $ (0.19) |
Weighted average common shares outstanding | ||
Basic (in shares) | 19,516,258 | 15,686,520 |
Diluted (in shares) | 19,516,258 | 15,686,520 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulate Deficit [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 2 | $ 0 | $ 14,881 | $ 4,756,194 | $ (5,692,525) | $ (921,448) |
Beginning balance (in shares) at Dec. 31, 2019 | 2,000 | 0 | 14,881,372 | |||
Share based compensation | 2,895 | 2,895 | ||||
Shares issued for acquisition of 5J Entities | $ 6 | 4,377,994 | 4,378,000 | |||
Shares issued for acquisition of 5J Entities (in shares) | 6,000 | |||||
Share issued for deferred financing cost | $ 2,499 | 417,289 | 419,788 | |||
Share issued for deferred financing cost (in shares) | 2,498,736 | |||||
Warrant issued for notes payable - debt discount | 59,439 | 59,439 | ||||
Preferred stock dividends | $ 0 | $ 0 | $ 0 | 0 | (42,123) | (42,123) |
Net loss | (2,979,231) | (2,979,231) | ||||
Ending balance at Mar. 31, 2020 | $ 2 | $ 6 | $ 17,380 | 9,613,811 | (8,713,879) | 917,320 |
Ending balance (in shares) at Mar. 31, 2020 | 2,000 | 6,000 | 17,380,108 | |||
Beginning balance at Dec. 31, 2020 | $ 2 | $ 0 | $ 19,447 | 10,978,254 | (21,815,556) | (10,817,853) |
Beginning balance (in shares) at Dec. 31, 2020 | 2,000 | 0 | 19,446,258 | |||
Shares issued to settle accounts liabilities | $ 0 | $ 0 | $ 393 | 174,658 | 0 | 175,051 |
Shares issued to settle accounts liabilities (in shares) | 0 | 0 | 393,107 | |||
Share based compensation | $ 0 | $ 0 | $ 0 | 17,973 | 0 | 17,973 |
Preferred stock dividends | 0 | $ 0 | 0 | 0 | (25,000) | (25,000) |
Net loss | (3,865,023) | (3,865,023) | ||||
Ending balance at Mar. 31, 2021 | $ 2 | $ 19,840 | $ 11,170,885 | $ (25,705,579) | $ (14,514,852) | |
Ending balance (in shares) at Mar. 31, 2021 | 2,000 | 19,839,365 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,808,568) | $ (2,745,907) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities | ||
Stock based compensation | 17,973 | 2,895 |
Depreciation and amortization | 1,418,401 | 542,493 |
Amortization of deferred financing costs | 245,722 | 80,954 |
Amortization of right of use assets - operating leases | 88,589 | 33,786 |
Bad debt recovery | (14,353) | (1,167) |
(Gain) loss on sale of assets | (50,162) | 10,229 |
Changes in: | ||
Accounts receivable | (1,389,592) | (146,198) |
Prepaid expenses and other current assets | 1,251,779 | 744,766 |
Other assets | (585,574) | (732,042) |
Accounts payable | (118,594) | (2,194,972) |
Accounts payable - related party | (59,918) | |
Accrued expenses and other liabilities | 1,438,162 | 2,470,255 |
Right of use operating lease liabilities | (19,688) | (11,807) |
Net cash used in operating activities from continuing operations | (1,585,823) | (1,946,715) |
Net cash provided by (used in) operating activities from discontinued operations | 530,013 | (599,754) |
Net cash used in operating activities | (1,055,810) | (2,546,469) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for acquisition of 5J Entities, net | (6,320,168) | |
Cash paid for disposition of MG Cleaners, LLC | (35,000) | |
Cash paid for purchase of property and equipment | (84,878) | |
Net cash used in investing activities from continuing operations | (35,000) | (6,405,046) |
Net cash used in investing activities | (35,000) | (6,405,046) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of deferred financing costs | (239,558) | |
Proceeds from secured line of credit, net | 5,719,410 | |
Payments on secured line of credit, net | (354,214) | |
Proceeds from notes payable | 1,874,002 | 1,952,248 |
Payments on notes payable | (338,001) | (139,842) |
Proceeds from convertible notes payable | 150,000 | 1,350,000 |
Net cash provided by financing activities from continuing operations | 1,331,787 | 8,642,258 |
Net cash (used in) provided by financing activities from discontinued operations | (150,173) | 799,754 |
Net cash provided by financing activities | 1,181,614 | 9,442,012 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 90,804 | 490,497 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 979,088 | 29,568 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 1,069,892 | 520,065 |
Supplemental disclosures: | ||
Cash paid for interest | 528,909 | |
Noncash investing and financing activities | ||
Non-cash consideration paid for business acquisitions | 4,378,000 | |
Non-cash increase in secured notes payable related to acquisition | 5,840,622 | |
Non-cash consideration paid for prepaids from debt financing | 331,065 | |
Debt discount from issuance of common stock warrants | 59,439 | |
Preferred stock dividend | 25,000 | 42,123 |
Expenses paid by related party | 25,279 | |
Prepaid expenses financed with note payable | 1,179,752 | |
Shares issued for deferred financing costs | $ 419,788 | |
Note receivable for property and equipment | 17,293 | |
Beneficial conversion feature on convertible notes payable | 175,051 | |
Non-cash consideration in convertible notes payable | $ 112,071 |
BACKGROUND AND BASIS OF PRESENT
BACKGROUND AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2021 | |
BACKGROUND AND BASIS OF PRESENTATION | |
BACKGROUND AND BASIS OF PRESENTATION | NOTE 1 — BACKGROUND AND BASIS OF PRESENTATION SMG Industries Inc. (“we”, “our”, the “Company” or “SMG”) is a corporation established pursuant to the laws of the State of Delaware on January 7, 2008. The Company’s original business was the acquisition and stockpile of a rare metal known as Indium used in cell phones and other industrial applications. The Company eventually sold its stockpile and distributed most of the proceeds to its stockholders via special dividends and share repurchases. We are a growth-oriented Transportation Services company focused on the domestic logistics market. SMG is headquartered in Houston, Texas with facilities in Floresville, Henderson, Odessa, Palestine, Tomball, and Victoria, Texas. In March 2020, the World Health Organization declared COVID-19 a pandemic. Throughout 2020 and into 2021, many variants of the virus arose. We are still assessing the impact COVID-19 and related variants (together, “COVID-19”) may have on our business, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic. The accompanying unaudited interim consolidated financial statements of SMG Industries Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2020 and 2019 with are included on a Form 10-K filed on April 19, 2021. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for years ended December 31, 2020 and 2019 have been omitted. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly subsidiaries, 5J Trucking LLC, 5J Oilfield Services LLC, 5J Specialized LLC, 5J Transportation LLC and 5J Brokerage LLC (together referred to as “5J”), Momentum Water Transfer Services, LLC Jake Oilfield Solutions LLC and Trinity Services LLC (“Trinity”), all of which have a quarter end of March 31 and fiscal year end of December 31. All intercompany accounts, balances and transactions have been eliminated in the consolidation. Acquisition Accounting The Company’s acquisitions are accounted for using the purchase acquisition method of accounting whereby purchase price is allocated to tangible and intangible assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The consolidated financial statements for the fiscal years presented include the results of operations for the 5J Entities and Trinity acquisitions from the date of acquisition. Fair Value of Financial Instruments The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and short-term notes approximate fair value due to the relatively short period to maturity for these instruments. The long-term debt approximate fair value since the related rates of interest approximate current market rates. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: inputs to the valuation methodology are unobservable and significant to the fair value The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Discontinued Operations In December 2020 we sold MG and decided to cease the operations of Trinity. A component of an entity that is disposed of by sale or ceasing of operations is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. As such, MG and Trinity are reported as discontinued operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020. The results of discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations as net loss from discontinued operations for the three months ended March 31, 2021 and 2020. The cash flows of the discontinued operations are reflected as cash flows of discontinued operations within the Company’s Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020. Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations, and cash flows of Trinity and MG Cleaners. The discontinued operations exclude general corporate allocations. Basic and Diluted Net Loss per Share The Company presents both basic and diluted net loss per share on the face of the statements of operations. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, and using the treasury-stock method. If anti-dilutive, the effect of potentially dilutive shares of common stock is ignored. For the three months ended March 31, 2021, 2,060,000 of stock options, 1,763,335 of warrants, 4,000,000 shares issuable from Series A Preferred Stock and 29,413,660 shares issuable from convertible notes were considered for their dilutive effects. For the three months ended March 31, 2020, 2,860,000 of stock options, 1,763,335 of warrants, 4,000,000 shares issuable from Series A Preferred Stock, 4,806,388 shares issuable from Series B Preferred Stock and 6,500,000 shares issuable from convertible notes were considered for their dilutive effects. As a result of the Company’s net losses for the three months ended March 31, 2021 and 2020, all potentially dilutive instruments were excluded as their effect would have been anti-dilutive. March 31, March 31, Basic and Diluted Loss 2021 2020 Net loss from continuing operations $ (3,808,568) $ (2,745,907) Net loss from discontinued operations (56,455) (233,324) Net loss (3,865,023) (2,979,231) Preferred stock dividends (25,000) (42,123) Net loss attributable to common shareholders (3,890,023) (3,021,354) Basic and Dilutive Shares: Weighted average basic shares outstanding 19,516,258 15,686,520 Net dilutive stock options — — Dilutive shares 19,516,258 15,686,520 Reclassification Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2021 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, no adjustments to the consolidated financial statements have been made to account for this uncertainty. The Company concluded that the uncertainty surrounding the COVID-19 global pandemic, its negative working capital, and negative cash flows from operations are conditions that raised substantial doubt about the Company’s ability to continue as a going concern. The Company plans to continue to generate additional revenue (and improve cash flows from operations) in connection with its anticipated growth related to the Company’s February 2020 acquisition of 5J and its expanded revenue lines in heavy haul, super heavy haul, drilling rig mobilization, commodity freight, and brokerage services. The Company believes that loans obtained under the Paycheck Protection Program in 2020 and 2021 will be forgiven in accordance with the terms of the program. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2021 | |
REVENUE | |
REVENUE | NOTE 4 – REVENUE Disaggregation of revenue All of the Company’s revenue from continuing operations is currently generated from services. As such no further disaggregation of revenue information is provided. All revenues are currently in the southern region of the United States. Customer Concentration and Credit Risk During the three months ended March 31, 2021, one of our customers accounted for approximately 12% of our total gross revenues. No other customers exceeded 10% of revenues during the three months ended March 31, 2021. No customer accounted for 10% of accounts receivable as of March 31, 2021 and one customer accounted for 10% of accounts receivable as of December 31, 2020. During the three months ended March 31, 2020, one of our customers accounted for approximately 18% of our total gross revenues. No other customers exceeded 10% of revenues during the three months ended March 31, 2020. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 – PROPERTY AND EQUIPMENT, NET Property and equipment at March 31, 2021 and December 31, 2020 consisted of the following: March 31, 2021 December 31, 2020 Equipment $ 7,738,597 8,549,824 Trucks and trailers 11,342,119 11,062,588 Downhole oil tools 659,873 659,873 Vehicles 1,538,528 1,550,335 Building 493,626 493,626 Furniture, fixtures and other 22,596 13,240 Property and equipment, gross 21,795,339 22,329,486 Less: accumulated depreciation (6,882,957) (5,991,572) Property and equipment, net $ 14,912,382 $ 16,337,914 Depreciation expense for the three months ended March 31, 2021 and 2020 was $1,418,401 and $542,493, respectively. |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2021 | |
ACCRUED EXPENSES AND OTHER LIABILITIES | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 6 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses as of March 31, 2021 and December 31, 2020 included the following: March 31, 2021 December 31, 2020 Payroll and payroll taxes payable $ 214,387 $ 490,033 Sales tax payable 1,627 1,627 State income tax payable 146,912 144,800 Property tax payable 70,000 — Interest payable 1,227,830 839,240 Credit cards payable 3,759 31,422 Accrued operational expenses 1,875,808 664,710 Accrued general and administrative expenses 153,244 79,067 Accrued dividend 132,652 107,658 Other 10,000 14,500 Total Accrued Expenses & Other Liabilities $ 3,836,219 $ 2,373,057 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2021 | |
NOTES PAYABLE. | |
NOTES PAYABLE | N OTE 7 – NOTES PAYABLE Notes payable included the following as of March 31, 2021 and December 31, 2020 : March 31, December 31, 2021 2020 Secured notes payable: Secured note payable issued January 2, 2018, bearing interest of 6.29% per year. Note was paid off March 16, 2021. — 22,293 Secured note payable issued December 7, 2018 to a shareholder who as of March 31, 2021 controls 9.7% of votes, bearing interest of 10% per year, due one year after issuance. On March 6, 2020, the note was extended to June 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. Principal balance $100,000. 100,000 100,000 Secured note payable issued December 7, 2018 to a shareholder who as of March 31, 2021 controls 5.2% of votes, bearing interest of 10% per year, due one year after issuance. On March 6, 2020, the note was extended to June 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. Principal balance $100,000. 100,000 100,000 Secured note payable issued December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000. Note is currently past due. If a default notice is received, the interest rate will be 14%. 100,000 100,000 Secured note payable issued on December 7, 2018 related to the acquisition of Momentum Water Transfer Services LLC (MWTS), bearing interest of 6% per year and due in monthly installments of $7,500, with a maturity date of December 8, 2023. 792,470 792,470 Secured note payable issued June 17, 2019 to a shareholder who as of March 31, 2021 controls 9.7% of votes, bearing interest of 10% per year, due July 1, 2019, principal balance $100,000. Note was extended to March 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. 100,000 100,000 Secured note payable issued May 1, 2019 to a shareholder who as of March 31, 2021 controls 9.7% of votes, bearing interest of 10% per year, due June 30, 2020. Note is currently past due. If a default notice is received, the interest rate will be 14%. 80,000 80,000 Secured note payable issued December 12, 2019 to a shareholder who as of March 31, 2021 controls approximately 9.7% of votes, bearing interest of 12% per year, due June 3, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. 25,000 25,000 Secured note payable issued July 26, 2019, bearing interest of 7% per year, due in monthly installments ending July 2020. Note is currently past due. If a default notice is received the interest rate will be 10%. 123,818 123,818 Secured note payable issued February 27, 2020 in connection with the 5J acquisition, bearing interest of 10% per year, due February 1, 2023. In October 2020, note holder was named as a board member. 2,000,000 2,000,000 Various notes payable secured by equipment of 5J Trucking, LLC, bearing interest ranging from 5.32% to 5.5% maturing from January 2023 through March 2023. 528,838 568,589 Secured note payable issued on February 27, 2020, bearing interest of 10.0% per year, due March 1, 2023. The note holder as of March 31, 2021 controls 12.2% of common shares and has an officer on the Board of Directors of the Company. Deferred financing costs associated with this agreement were $3,504 as of March 895,440 1,012,237 Secured Master Lease Agreement refinanced substantially all of the 5J Entities equipment in the aggregate amount of $11,950,000 which amount was financed based on 75% of the net forced liquidation value of the equipment. The note 11,708,919 11,708,919 Secured promissory notes for Jake Oilfield Solutions LLC, SMG Industries, Inc, and 5J Trucking LLC, with Small Business Administration Economic Injury Disaster Loans, bearing interest 3.75% annually and matures in June, August, and September 2050. 390,000 390,000 Secured promissory note issued on June 20, 2020. The note is due and payable in thirty-six monthly installments of $45,585 commencing on July 20, 2020 and the final installment is due on July 1, 2023. Deferred financing costs associated with this agreement were $279,572 as of March 31, 2021. 1,411,456 1,570,617 18,355,941 Less discounts and deferred finance costs (612,838) (644,907) Less current maturities (5,224,918) (4,010,627) Long term secured notes payable, net of current maturities and discounts $ $ 14,038,409 Effective March 9, 2021, the Company entered into a third amendment and surrender agreement with Utica requiring weekly payments of $23,750 until May 28, 2021. Upon the occurrence of an event of default under such amendment, and after the expiration of any cure period related to any such default, the surrender agreement entered into between the parties shall govern the surrender of the ownership and possession of the 5J equipment to Utica, or their designee, pursuant to the terms of the Lease agreement between the parties. The surrender agreement directs any third party in possession of any of such equipment to surrender the equipment in their possession to Utica and for Lessee to comply with any related paperwork requests to transfer ownership of the equipment to Utica. The surrender agreement shall terminate on the earlier to occur of: (i) June 25, 2021, or (ii) the occurrence of an event of default, that is not cured within any applicable cure period. From June 4, 2021 to June 25, 2021 the weekly payments shall increase to $112,000 per week, and thereafter commencing on July 27, 2021 the payments shall be $448,000 per month. Notes Payable – Unsecured March 31, December 31, 2021 2020 Unsecured promissory note for 5J Oilfield Services LLC with Small Business Administration Paycheck Protection Program (“PPP1”), bearing interest 1.00% annually and matures in April 2022. $ 3,148,100 $ 3,148,100 Unsecured promissory notes for 5J Oilfield Services LLC, Jake Oilfield Solutions LLC and SMG Industries, Inc. Small Business Administration Paycheck Protection Program (“PPP2”), bearing interest 1.00% annually and matures in April 2026. 1,874,002 — Insurance premium financing note with original principal of $1,310,835, monthly payments of $133,939, with stated interest of 4.76%, maturing on December 1, 2021. 1,179,752 — Unsecured note payable with a shareholder who as of March 31, 2021 controls 5.2% of votes. Note issued on August 10, 2018 for $40,000, due December 30, 2018 (extended to June 30, 2020) and 10% interest per year, balance of payable is due on demand. Additional $25,000 advanced and due on demand Note is currently past due. If a default notice is received, the interest rate will be 15%. 44,559 44,559 Unsecured advances from the sellers of Momentum Water Transfer Services LLC, non-interest bearing and due on demand 35,000 35,000 Notes payable - unsecured 6,281,413 3,227,659 Less discount — — 6,281,413 3,227,659 Less current portion (4,449,569) (2,187,436) Notes payable - unsecured, net of current portion $ 1,831,844 $ 1,040,223 On April 22, 2020, 5J Oilfield Services LLC received cash proceeds of $3,148,100 from the Hancock Whitney Bank. In accordance with the requirements of the CARES Act, 5J and used the proceeds from the PPP1 Loan primarily for payroll costs. The PPP1 Loan is scheduled to mature on August 22, 2022, has a 1.00% interest rate, and is subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. On January 28, 2021, the 5J Oilfield Services LLC received proceeds of $1,769,002 under the SBA PPP2 program. On February 3, 2021, Jake Oilfield Solutions LLC received proceeds of $35,000 under the SBA PPP2 program. On February 4, 2021, SMG Industries, Inc. received proceeds of $70,000 under the SBA PPP2 program. The PPP2 loans mature 5 years from the date of the notes and bear interest at 1%. Payments of principal and interest payments begin one year and one month from the dates of the notes and are in 60 equal monthly installments. The loans are subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. In accordance with the requirements of the CARES Act, the Company intends to use the proceeds from the PPP2 Loans primarily for payroll costs. Unsecured Notes Payable – Discontinued Operations On April 28,2020, Trinity, received proceeds of $195,000 under the SBA PPP1 program. In accordance with the requirements of the CARES Act, the Companies used the proceeds from the PPP1 Loan primarily for payroll costs. The loans have a 1.00% interest rate and are subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The PPP Loan was scheduled to mature on, August 28, 2020. The Trinity loan was forgiven February 16, 2021. The Trinity loan was included in Current Liabilities-Discontinued Operations on the Company’s December 31, 2020 Consolidated Balance Sheet and the gain on the forgiveness of the loan is included in loss from discontinued operations on the Company’s Consolidated Statement of Operations for the three months ended March 31, 2021. Accounts Receivable Financing Facility (Secured Line of Credit) On February 27, 2020, the 5J Entities entered into a Revolving Accounts Receivable Assignment and Term Loan Financing and Security Agreement with Amerisource Funding Inc. (“Amerisource”) in the aggregate amount of $10,000,000 (“Amerisource Financing”).The Amerisource Financing provides for: (i) an equipment loan in the principal amount of $1,401,559 (“Amerisource Equipment Loan”), (ii) a bridge term facility in the amount of $550,690 (“Bridge Facility”), and (iii) an accounts receivable revolving line of credit up to $10,000,000 (“AR Facility”). The Company recorded deferred financing costs of $223,558 recognized on the date of incurrence as a discount. During the three months ended March 31, 2021, $26,688 of debt discount was amortized to interest expense , and unamortized discount was $98,158 as of March 31, 2021. Amerisource is a related party of the Company due to its holdings of common stock and convertible debt of the Company and has an officer on the Board of Directors of the Company. The AR Facility has been issued in an amount not to exceed $10,000,000, with the maximum availability limited to 85% of the eligible accounts receivable (as defined in the financing agreement). The AR Facility is paid for by the assignment of the accounts receivable of each of the 5J Entities and is secured by all instruments and proceeds related thereto. The AR Facility has an interest rate of 4.5% in excess of the prime rate per annum, an initial collateral management fee of 0.75% of the maximum account limit per annum, a non-usage fee of 0.35% assessed on a quarterly basis on the difference between the maximum availability under the AR Facility and the average daily revolving loan balance outstanding, and a one time commitment fee equal to $100,000 paid at closing. The AR Facility can be terminated by the 5J Entities with 60 days written notice. There is an early termination fee equal to two percent (2.0%) of the then maximum account limit if there are more than twelve (12) months remaining in term of the AR Facility, or one percent (1.0%) of the then maximum account limit if there twelve months or less remaining in the term of the AR Facility. The Company is a guarantor of the Amerisource Financing. The balances under the above lines of credit was $3,718,730 and $4,046,256 as of March 31, 2021 and December 31, 2020, respectively. Convertible Notes Payable In April 2019, the Company issued a convertible promissory note in the amount of $50,000 to an individual investor. The note bears an interest rate of 8.50 %, payable in cash quarterly, matures in two years and is convertible at any time into shares of the Company’s common stock at a fixed conversion price of $0.50 (fifty cents) per share. On February 27, 2020, the Company entered into a loan agreement with Amerisource Leasing Corporation, which has an equity ownership of 13.9% and is considered a related party, for the sale of a 10% convertible promissory note in the principal amount of $1,600,000 (“Amerisource Stretch Note”). The Amerisource Stretch Note matures on February 27, 2023 and is convertible into shares of the Company’s common stock at a conversion price of $0.25 per share. The interest rate on the Amerisource Stretch Note increases to 11% per annum on February 27, 2021 and to 12% per annum on February 27, 2022. Interest shall be paid on a quarterly basis. In addition, 2,498,736 shares of the Company’s common stock with a fair value of $419,788 were issued to the noteholder in connection with the sale of the Amerisource Note. The Company recorded deferred financing costs of $419,788 recognized on the date of incurrence as a discount and will be amortized over the life of the loan. During the three months ended March 31, 2021, $34,982 of debt discount was amortized to interest expense , and there was $268,198 of unamortized discount as of March 31, 2021 . The Amerisource Stretch Note may be prepaid at any time by the Company on 10 days-notice to the noteholder without penalty. During the year ended December 31, 2020, the Company entered into secured note purchase agreements with nine individual investors for the purchase and sale of convertible promissory notes (“Convertible Notes”) in the principal amount of $2,019,000. The Convertible Notes are convertible at any time after the date of issuance into shares of the Company’s common stock at a conversion price of $0.10 per share. Interest on the Convertible Notes shall be paid to the investors at a rate of 10.0% per annum, paid on a quarterly basis, and the maturity date of the Convertible Notes is two years after the issuance date. The Convertible Notes are secured by all of the assets of the Company, subject to prior liens and security interests. The Company also issued a total of 3,028,500 shares of common stock to the investors. The Company recognized a debt discount of $1,057,710 which is equivalent to the relative fair value of the 3,028,500 common shares and the beneficial conversion feature on the Convertible Notes. During the three months ended March 31, 2021, the Company received $150,000 of cash and $112,071 of expenses paid on behalf of the Company in the form of new convertible notes under the terms above from related parties. The lender received 393,107 shares of the Company’s restricted common stock. The Company recognized debt discount of $175,051 based on the relative fair value of these shares and the beneficial conversion feature on the convertible notes. During the three months ended $151,984 of debt discount was amortized to interest expense. Of the $2,228,071 principal amount, $1,931,071 of the convertible notes are held by investors who are considered related parties, primarily existing debt holders. As of March 31, 2021, there was $921,847 of unamortized discount remaining. As of March 31, 2021, the convertible notes net balance was $2,741,321, consisting of long term convertible notes payable of $2,691,321, and current portion of convertible notes of $50,000. As of December 31, 2020, the convertible notes net balance was $2,467,335 consisting of long term convertible notes payable of $2,417,335 and current portion of convertible notes of $50,000. Future maturities of all the Company’s debt as of March 31, 2021 are as follows: 2022 $ 12,388,226 2023 8,212,576 2024 8,954,773 2025 2,119,275 2026 710,757 Total $ 32,385,607 |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT During the three months ended March 31, 2021, a total of 393,107 shares of common stock were issued to a related party pursuant to the convertible notes payable described in Note 7. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
STOCK OPTIONS AND WARRANTS | |
STOCK OPTIONS AND WARRANTS | NOTE 9 – STOCK OPTIONS AND WARRANTS Summary stock option information is as follows: Aggregate Weighted Aggregate Exercise Exercise Average Number Price Price Range Exercise Price Outstanding, December 31, 2020 2,060,000 $ 688,750 $0.24-0.75 $ 0.33 Granted — — — — Exercised — — — — Cancelled, forfeited or expired — — — — Outstanding, March 31, 2021 2,060,000 $ 688,750 $0.24-0.75 $ 0.33 Exercisable, March 31, 2021 1,067,000 $ 387,100 $0.24-0.75 $ 0.36 The weighted average remaining contractual life is approximately 2.5 years for stock options outstanding on March 31, 2021. At March 31, 2021 there was no intrinsic value to the outstanding stock options. During the three months ended March 31, 2021 and 2020, the Company recognized $17,973 and $2,895 of stock-based compensation, respectively, related to outstanding stock options. At March 31, 2021, the Company had $142,783 of unrecognized expenses related to options. Summary Stock warrant information is as follows: Aggregate Weighted Aggregate Exercise Exercise Average Number Price Price Range Exercise Price Outstanding, December 31, 2020 1,763,335 $ 496,667 $0.15-$0.75 $ 0.28 Granted — — — — Exercised — — — — Cancelled, forfeited or expired — — — — Outstanding, March 31, 2021 1,763,335 $ 496,667 $0.15 - 0.75 $ 0.28 Exercisable, March 31, 2021 1,763,335 $ 496,667 $0.15 - 0.75 $ 0.28 The weighted average remaining contractual life is approximately 5.85 years for stock warrants outstanding on March 31, 2021. At March 31, 2021 the aggregate intrinsic value of outstanding stock warrants was $30,117. |
DISPOSITION OF BUSINESSES
DISPOSITION OF BUSINESSES | 3 Months Ended |
Mar. 31, 2021 | |
DISPOSITION OF BUSINESSES | |
DISPOSITION OF BUSINESSES | NOTE 10 – DISPOSITION OF BUSINESSES Trinity Services LLC In December 2020, management decided to sell or dissolve Trinity. All assets and liabilities of Trinity are classified as assets and liabilities of discontinued operations and included within net loss from discontinued operations. The Company plans to auction the fixed assets in 2021 and recorded an impairment of $983,660 during the year ended December 31, 2020 to reflect expected proceeds from this auction. The Company’s Consolidated Statements of Operations reflect in discontinued operations Trinity’s revenues and net loss from discontinued operations for the quarter ended March 31, 2021 of $104,440 and $54,180, respectively, compared to the first quarter ended March 31, 2020 of $845,896 and $199,412, respectively. The net losses exclude general corporate allocations. MG Cleaners LLC On December 22, 2020, the Company, as the sole member of MG Cleaners LLC (“MG”), entered into a share exchange agreement (“Agreement”) with S&A Christian Investments L.L.C. (“S&A”) pursuant to which the Company transferred all of the membership interests of MG (“MG Interests”) to S&A in exchange for Stephen Christian, the control person of S&A, returning 1,408,276 shares of the Company’s common stock, par value $.001 per share (“Exchanged Shares”) to the Company for cancellation, additional consideration received by the Company in connection with the transaction included the removal of the Company as a guarantor of certain MG debt. All 750,000 unvested incentive stock options previously granted to Mr. Christian expired at the time of the transaction. Mr. Stephen Christian, the Company’s former Executive Vice President and Secretary, is the control person of S&A. As a result of the terms of the transaction, S&A became the owner of all of the MG Interests. In connection with the sale of MG, Mr. Christian resigned as Executive Vice President and Secretary of the Company. The Company also agreed to pay $150,000 in cash to MG Cleaners, with $75,000 paid in December 2020. The remaining $75,000 was satisfied with a $40,000 sale of equipment and payment of $35,000 to MG Cleaners in February 2021. The Company’s Consolidated Statements of Operations reflect in discontinued operations MG’s revenues and net loss from discontinued operations for the quarter ended March 31, 2021 of $0 and $2,275, respectively, compared to the first quarter ended March 31, 2020 of $770,123 and $33,912, respectively. The net losses exclude general corporate allocations. The decision to sell Trinity assets and the MG sale agreement qualify as discontinued operations in accordance with U.S. GAAP, as each represents a significant strategic shift of the Company’s operations that will have a major effect on the Company’s operations. As a result, the Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 present the assets and liabilities of MG and Trinity as assets and liabilities of discontinued operations. The Consolidated Statements of Operations for the three months end March 31, 2021 and 2020 present the results of MG and Trinity as Loss from discontinued operations. The Consolidated Statements of Cash Flows for the three months end March 31, 2021 and 2020 present operating, investing, and financing activities of MG and Trinity as cash flows from or used in discontinued operations. The balance sheets of Trinity and MG combined are summarized below: March 31, December 31, 2021 2020 Cash and cash equivalents $ 3,607 $ 591 Accounts receivable, net 87,752 360,541 Prepaid expenses and other current assets 47,462 76,655 Current assets of discontinued operations 138,821 437,787 Property and equipment, net 1,449,626 1,500,000 Other assets 1,500 1,500 Right of use assets - operating lease 63,343 67,200 Other assets of discontinued operations 1,514,469 1,568,700 Total assets of discontinued operations $ 1,653,290 $ 2,006,487 Accounts payable $ 563,385 $ 597,266 Accrued expenses and other liabilities 248,142 198,833 Right of use liabilities - operating leases short term 44,740 38,206 Secured line of credit 54,290 278,301 Current portion of unsecured notes payable 305,016 440,331 Current portion of secured notes payable, net 727,746 690,100 Current liabilities of discontinued operations 1,943,319 2,243,037 Notes payable - secured, net of current portion 815,390 855,995 Notes payable - unsecured, net of current portion 147,980 101,374 Right of use liabilities - operating leases, net of current portion 46,602 50,993 Long term liabilities of discontinued operations 1,009,972 1,008,362 Total liabilities of discontinued operations $ 2,953,291 $ 3,251,399 The statements of operations of Trinity and MG combined are summarized below: March 31, March 31, 2021 2020 Revenues $ 104,440 $ 1,616,019 Cost of revenues (173,542) (1,347,277) Selling, general and administrative (141,699) (399,574) Loss from operations (210,801) (130,832) Gain on extinguishment of debt 196,469 — Other expense (2,913) — Interest expense, net (39,210) (102,492) Net loss from discontinued operations $ (56,455) $ (233,324) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES As of March 31, 2021, the Company has an open letter of credit in the amount of $323,516 as collateral for its insurance policy. Employment Agreements Litigation From time to time, SMG may be subject to routine litigation, claims, or disputes in the ordinary course of business. In the opinion of management no pending or known threatened claims, actions or proceedings against SMG are expected to have a material adverse effect on SMG’s financial position, results of operations or cash flows. SMG cannot predict with certainty, however, the outcome or effect of any of the litigation or investigatory matters specifically described above or any other pending litigation or claims. There can be no assurance as to the ultimate outcome of any lawsuits and investigations. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2021 | |
LEASES | |
LEASES | NOTE 12 – LEASES The Company has operating and finance leases for sales and administrative offices, motor vehicles and certain machinery and equipment. The Company’s leases have remaining lease terms of 1 year to 4 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the Company will exercise those options. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability. The Company’s lease agreements do not contain any material restrictive covenants. The components of lease cost for operating leases for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 Lease Cost Operating lease cost $ 125,110 $ 43,109 Short-term lease cost 56,598 21,336 Variable lease cost — — Sublease income — — Total lease cost $ 181,708 $ 64,445 Supplemental cash flow information related to leases was as follows: Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,688 $ 11,807 The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at March 31, 2021: Lease Position March 31, 2021 December 31, 2020 Operating Leases Operating lease right-of-use assets $ 1,182,400 $ 1,270,989 Right of use liability operating lease current portion $ 608,097 $ 575,517 Right of use liability operating lease long term 793,944 846,212 Total operating lease liabilities $ 1,402,041 $ 1,421,729 The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. Lease Term and Discount Rate March 31, 2021 December 31, 2020 Weighted-average remaining lease term (years) Operating leases 2.9 3.6 Weighted-average discount rate Operating leases 8.1 % 8.4 % The following table provides the maturities of lease liabilities at March 31, 2021: Operating Leases Maturity of Lease Liabilities at March 31, 2021 2021 (Nine months remaining) $ 547,372 2022 423,001 2023 391,501 2024 192,000 2025 10,750 Total future undiscounted lease payments 1,564,624 Less: Interest (162,583) Present value of lease liabilities $ 1,402,041 During the period ended March 31, 2021, the Company did not enter into new leases. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS Newton Dorsett, who received $2 million Series A Convertible Preferred Stock in connection with the sale of Trinity Services to us also owns or has control over Dorsett Properties LLC, an entity that is the lessor to a lease with the Company. The lease is for $2,000 per month from July 1, 2019 until June 1, 2024. James Frye, who currently serves as a director on our Board and President of our 5J subsidiary and received 6,000 shares of Series B Convertible Preferred Stock in connection with the sale of 5J to us , also owns or has control over 5J Properties LLC, an entity that is the lessor to three leases with the Company. These three leases located in Palestine, West Odessa and Floresville Texas all have similar five year terms with options for renewal. The current monthly rent for these leases totals approximately $14,250. On June 15, 2020, the Company entered into an Interim Management Services Agreement with Apex Heritage Group, Inc. (the “Consultant”), of which Steven H. Madden, a related party, has sole voting and investment control over. The Consultant will provide Jeffrey Martini to serve as the Company’s Chief Financial Officer, reporting to both the Company’s Chief Executive Officer and its Board of Directors. The Company shall pay to Consultant an amount and in a form to be mutually agreed by both parties. In December 2020, Mr. Martini was also appointed as Chief Executive officer. During the year ended December 31, 2020 and the three months ended March 31, 2021, the Company entered into new convertible notes payable with related parties totaling $1,931,071 in principal as of March 31, 2021. See Note 7. Mr. Martini serves as our Chief Executive Officer and Chief Financial Officer, however, we are not party to an employment agreement with Mr. Martini. Instead, APEX Heritage Group, Inc. (“Apex”) has contracted directly with Mr. Martini for such management services and is routinely compensated in turn via the provision of debt and/or equity instruments under the terms of an interim management services agreement, among other arrangements. During 2020, Apex was reimbursed via convertible debt valued at $225,000, which was in part compensation for such employment, and during the three months ended March 31, 2021, $112,071 was reimbursed through convertible debt. The Company expects to continue such arrangement throughout 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On April 7, 2021, the Company executed an auction agreement to sell all of its Trinity Services assets with a national auctioneer firm. The auction is expected to take place within the next three months. On April 14, 2021, an affiliate and stockholder invested $300,000 into the Company’s secured convertible note offering, that matures after twenty-four months, pays a 10% per annum interest rate, paid quarterly, and has a fixed conversion rate at $0.10 per share. This lender also received 450,000 shares of the Company’s restricted common stock in connection with this convertible note investment. On April 19, 2021, 5J Transportation LLC entered into a five year lease with Miller Investments & Properties for 45 acres in N.E. Houston, Texas, of which 24 acres is stabilized, and office and warehouse facilities, with monthly payments starting at $55,000 per month, escalating annually to a maximum of $58,191 per month by year five. The lease has an early termination option at the end of year three with appropriate notice. 5J Transportation also entered into an equipment lease agreement with BJJ Trailer Leasing on the same day to lease approximately 40 trailers used in hauling equipment and pipe for a twelve-month term at a rate of $22,500 per month. At its option, 5J may extend the equipment lease. On April 30, 2021, an affiliate and stockholder invested $195,000 into the Company’s secured convertible note offering, that matures after twenty-four months, pays a 10% per annum interest rate, paid quarterly, and has a fixed conversion rate at $0.10 per share. This lender also received 292,500 shares of the Company’s restricted common stock in connection with this convertible note investment. On April 30, 2021, an investor invested $350,000 into the Company’s secured convertible note offering, that matures after twenty-four months, pays a 10% per annum interest rate, paid quarterly, and has a fixed conversion rate at $0.10 per share. This lender also received 525,000 shares of the Company’s restricted common stock in connection with this convertible note investment. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly subsidiaries, 5J Trucking LLC, 5J Oilfield Services LLC, 5J Specialized LLC, 5J Transportation LLC and 5J Brokerage LLC (together referred to as “5J”), Momentum Water Transfer Services, LLC Jake Oilfield Solutions LLC and Trinity Services LLC (“Trinity”), all of which have a quarter end of March 31 and fiscal year end of December 31. All intercompany accounts, balances and transactions have been eliminated in the consolidation. |
Acquisition Accounting | Acquisition Accounting The Company’s acquisitions are accounted for using the purchase acquisition method of accounting whereby purchase price is allocated to tangible and intangible assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The consolidated financial statements for the fiscal years presented include the results of operations for the 5J Entities and Trinity acquisitions from the date of acquisition. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and short-term notes approximate fair value due to the relatively short period to maturity for these instruments. The long-term debt approximate fair value since the related rates of interest approximate current market rates. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: inputs to the valuation methodology are unobservable and significant to the fair value The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Discontinued Operations | Discontinued Operations In December 2020 we sold MG and decided to cease the operations of Trinity. A component of an entity that is disposed of by sale or ceasing of operations is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. As such, MG and Trinity are reported as discontinued operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020. The results of discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations as net loss from discontinued operations for the three months ended March 31, 2021 and 2020. The cash flows of the discontinued operations are reflected as cash flows of discontinued operations within the Company’s Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020. Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations, and cash flows of Trinity and MG Cleaners. The discontinued operations exclude general corporate allocations. |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The Company presents both basic and diluted net loss per share on the face of the statements of operations. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, and using the treasury-stock method. If anti-dilutive, the effect of potentially dilutive shares of common stock is ignored. For the three months ended March 31, 2021, 2,060,000 of stock options, 1,763,335 of warrants, 4,000,000 shares issuable from Series A Preferred Stock and 29,413,660 shares issuable from convertible notes were considered for their dilutive effects. For the three months ended March 31, 2020, 2,860,000 of stock options, 1,763,335 of warrants, 4,000,000 shares issuable from Series A Preferred Stock, 4,806,388 shares issuable from Series B Preferred Stock and 6,500,000 shares issuable from convertible notes were considered for their dilutive effects. As a result of the Company’s net losses for the three months ended March 31, 2021 and 2020, all potentially dilutive instruments were excluded as their effect would have been anti-dilutive. March 31, March 31, Basic and Diluted Loss 2021 2020 Net loss from continuing operations $ (3,808,568) $ (2,745,907) Net loss from discontinued operations (56,455) (233,324) Net loss (3,865,023) (2,979,231) Preferred stock dividends (25,000) (42,123) Net loss attributable to common shareholders (3,890,023) (3,021,354) Basic and Dilutive Shares: Weighted average basic shares outstanding 19,516,258 15,686,520 Net dilutive stock options — — Dilutive shares 19,516,258 15,686,520 |
Reclassification | Reclassification Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of basic and diluted net loss per share for their dilutive effects | March 31, March 31, Basic and Diluted Loss 2021 2020 Net loss from continuing operations $ (3,808,568) $ (2,745,907) Net loss from discontinued operations (56,455) (233,324) Net loss (3,865,023) (2,979,231) Preferred stock dividends (25,000) (42,123) Net loss attributable to common shareholders (3,890,023) (3,021,354) Basic and Dilutive Shares: Weighted average basic shares outstanding 19,516,258 15,686,520 Net dilutive stock options — — Dilutive shares 19,516,258 15,686,520 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property, plant and equipment | Property and equipment at March 31, 2021 and December 31, 2020 consisted of the following: March 31, 2021 December 31, 2020 Equipment $ 7,738,597 8,549,824 Trucks and trailers 11,342,119 11,062,588 Downhole oil tools 659,873 659,873 Vehicles 1,538,528 1,550,335 Building 493,626 493,626 Furniture, fixtures and other 22,596 13,240 Property and equipment, gross 21,795,339 22,329,486 Less: accumulated depreciation (6,882,957) (5,991,572) Property and equipment, net $ 14,912,382 $ 16,337,914 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
ACCRUED EXPENSES AND OTHER LIABILITIES | |
Schedule of accrued expenses | Accrued expenses as of March 31, 2021 and December 31, 2020 included the following: March 31, 2021 December 31, 2020 Payroll and payroll taxes payable $ 214,387 $ 490,033 Sales tax payable 1,627 1,627 State income tax payable 146,912 144,800 Property tax payable 70,000 — Interest payable 1,227,830 839,240 Credit cards payable 3,759 31,422 Accrued operational expenses 1,875,808 664,710 Accrued general and administrative expenses 153,244 79,067 Accrued dividend 132,652 107,658 Other 10,000 14,500 Total Accrued Expenses & Other Liabilities $ 3,836,219 $ 2,373,057 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
NOTES PAYABLE | |
Schedule of notes payable | March 31, December 31, 2021 2020 Secured notes payable: Secured note payable issued January 2, 2018, bearing interest of 6.29% per year. Note was paid off March 16, 2021. — 22,293 Secured note payable issued December 7, 2018 to a shareholder who as of March 31, 2021 controls 9.7% of votes, bearing interest of 10% per year, due one year after issuance. On March 6, 2020, the note was extended to June 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. Principal balance $100,000. 100,000 100,000 Secured note payable issued December 7, 2018 to a shareholder who as of March 31, 2021 controls 5.2% of votes, bearing interest of 10% per year, due one year after issuance. On March 6, 2020, the note was extended to June 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. Principal balance $100,000. 100,000 100,000 Secured note payable issued December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000. Note is currently past due. If a default notice is received, the interest rate will be 14%. 100,000 100,000 Secured note payable issued on December 7, 2018 related to the acquisition of Momentum Water Transfer Services LLC (MWTS), bearing interest of 6% per year and due in monthly installments of $7,500, with a maturity date of December 8, 2023. 792,470 792,470 Secured note payable issued June 17, 2019 to a shareholder who as of March 31, 2021 controls 9.7% of votes, bearing interest of 10% per year, due July 1, 2019, principal balance $100,000. Note was extended to March 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. 100,000 100,000 Secured note payable issued May 1, 2019 to a shareholder who as of March 31, 2021 controls 9.7% of votes, bearing interest of 10% per year, due June 30, 2020. Note is currently past due. If a default notice is received, the interest rate will be 14%. 80,000 80,000 Secured note payable issued December 12, 2019 to a shareholder who as of March 31, 2021 controls approximately 9.7% of votes, bearing interest of 12% per year, due June 3, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. 25,000 25,000 Secured note payable issued July 26, 2019, bearing interest of 7% per year, due in monthly installments ending July 2020. Note is currently past due. If a default notice is received the interest rate will be 10%. 123,818 123,818 Secured note payable issued February 27, 2020 in connection with the 5J acquisition, bearing interest of 10% per year, due February 1, 2023. In October 2020, note holder was named as a board member. 2,000,000 2,000,000 Various notes payable secured by equipment of 5J Trucking, LLC, bearing interest ranging from 5.32% to 5.5% maturing from January 2023 through March 2023. 528,838 568,589 Secured note payable issued on February 27, 2020, bearing interest of 10.0% per year, due March 1, 2023. The note holder as of March 31, 2021 controls 12.2% of common shares and has an officer on the Board of Directors of the Company. Deferred financing costs associated with this agreement were $3,504 as of March 895,440 1,012,237 Secured Master Lease Agreement refinanced substantially all of the 5J Entities equipment in the aggregate amount of $11,950,000 which amount was financed based on 75% of the net forced liquidation value of the equipment. The note 11,708,919 11,708,919 Secured promissory notes for Jake Oilfield Solutions LLC, SMG Industries, Inc, and 5J Trucking LLC, with Small Business Administration Economic Injury Disaster Loans, bearing interest 3.75% annually and matures in June, August, and September 2050. 390,000 390,000 Secured promissory note issued on June 20, 2020. The note is due and payable in thirty-six monthly installments of $45,585 commencing on July 20, 2020 and the final installment is due on July 1, 2023. Deferred financing costs associated with this agreement were $279,572 as of March 31, 2021. 1,411,456 1,570,617 18,355,941 Less discounts and deferred finance costs (612,838) (644,907) Less current maturities (5,224,918) (4,010,627) Long term secured notes payable, net of current maturities and discounts $ $ 14,038,409 |
Summary of future maturities of all the Company's debt | Future maturities of all the Company’s debt as of March 31, 2021 are as follows: 2022 $ 12,388,226 2023 8,212,576 2024 8,954,773 2025 2,119,275 2026 710,757 Total $ 32,385,607 |
Unsecured Debt [Member] | |
NOTES PAYABLE | |
Schedule of notes payable | Notes Payable – Unsecured March 31, December 31, 2021 2020 Unsecured promissory note for 5J Oilfield Services LLC with Small Business Administration Paycheck Protection Program (“PPP1”), bearing interest 1.00% annually and matures in April 2022. $ 3,148,100 $ 3,148,100 Unsecured promissory notes for 5J Oilfield Services LLC, Jake Oilfield Solutions LLC and SMG Industries, Inc. Small Business Administration Paycheck Protection Program (“PPP2”), bearing interest 1.00% annually and matures in April 2026. 1,874,002 — Insurance premium financing note with original principal of $1,310,835, monthly payments of $133,939, with stated interest of 4.76%, maturing on December 1, 2021. 1,179,752 — Unsecured note payable with a shareholder who as of March 31, 2021 controls 5.2% of votes. Note issued on August 10, 2018 for $40,000, due December 30, 2018 (extended to June 30, 2020) and 10% interest per year, balance of payable is due on demand. Additional $25,000 advanced and due on demand Note is currently past due. If a default notice is received, the interest rate will be 15%. 44,559 44,559 Unsecured advances from the sellers of Momentum Water Transfer Services LLC, non-interest bearing and due on demand 35,000 35,000 Notes payable - unsecured 6,281,413 3,227,659 Less discount — — 6,281,413 3,227,659 Less current portion (4,449,569) (2,187,436) Notes payable - unsecured, net of current portion $ 1,831,844 $ 1,040,223 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
STOCK OPTIONS AND WARRANTS | |
Schedule of stock option information | Summary stock option information is as follows: Aggregate Weighted Aggregate Exercise Exercise Average Number Price Price Range Exercise Price Outstanding, December 31, 2020 2,060,000 $ 688,750 $0.24-0.75 $ 0.33 Granted — — — — Exercised — — — — Cancelled, forfeited or expired — — — — Outstanding, March 31, 2021 2,060,000 $ 688,750 $0.24-0.75 $ 0.33 Exercisable, March 31, 2021 1,067,000 $ 387,100 $0.24-0.75 $ 0.36 |
Schedule of stock warrant information | Summary Stock warrant information is as follows: Aggregate Weighted Aggregate Exercise Exercise Average Number Price Price Range Exercise Price Outstanding, December 31, 2020 1,763,335 $ 496,667 $0.15-$0.75 $ 0.28 Granted — — — — Exercised — — — — Cancelled, forfeited or expired — — — — Outstanding, March 31, 2021 1,763,335 $ 496,667 $0.15 - 0.75 $ 0.28 Exercisable, March 31, 2021 1,763,335 $ 496,667 $0.15 - 0.75 $ 0.28 |
DISPOSITION OF BUSINESSES (Tabl
DISPOSITION OF BUSINESSES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
DISPOSITION OF BUSINESSES | |
Summary of balance sheets and statements of operations of Trinity and MG combined | March 31, December 31, 2021 2020 Cash and cash equivalents $ 3,607 $ 591 Accounts receivable, net 87,752 360,541 Prepaid expenses and other current assets 47,462 76,655 Current assets of discontinued operations 138,821 437,787 Property and equipment, net 1,449,626 1,500,000 Other assets 1,500 1,500 Right of use assets - operating lease 63,343 67,200 Other assets of discontinued operations 1,514,469 1,568,700 Total assets of discontinued operations $ 1,653,290 $ 2,006,487 Accounts payable $ 563,385 $ 597,266 Accrued expenses and other liabilities 248,142 198,833 Right of use liabilities - operating leases short term 44,740 38,206 Secured line of credit 54,290 278,301 Current portion of unsecured notes payable 305,016 440,331 Current portion of secured notes payable, net 727,746 690,100 Current liabilities of discontinued operations 1,943,319 2,243,037 Notes payable - secured, net of current portion 815,390 855,995 Notes payable - unsecured, net of current portion 147,980 101,374 Right of use liabilities - operating leases, net of current portion 46,602 50,993 Long term liabilities of discontinued operations 1,009,972 1,008,362 Total liabilities of discontinued operations $ 2,953,291 $ 3,251,399 The statements of operations of Trinity and MG combined are summarized below: March 31, March 31, 2021 2020 Revenues $ 104,440 $ 1,616,019 Cost of revenues (173,542) (1,347,277) Selling, general and administrative (141,699) (399,574) Loss from operations (210,801) (130,832) Gain on extinguishment of debt 196,469 — Other expense (2,913) — Interest expense, net (39,210) (102,492) Net loss from discontinued operations $ (56,455) $ (233,324) |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
LEASES | |
Schedule of components of lease cost for operating and finance leases | The components of lease cost for operating leases for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 Lease Cost Operating lease cost $ 125,110 $ 43,109 Short-term lease cost 56,598 21,336 Variable lease cost — — Sublease income — — Total lease cost $ 181,708 $ 64,445 |
Schedule of supplemental cash flow information | Supplemental cash flow information related to leases was as follows: Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,688 $ 11,807 |
Schedule of lease position related assets and liabilities recorded in the consolidated balance sheets | The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at March 31, 2021: Lease Position March 31, 2021 December 31, 2020 Operating Leases Operating lease right-of-use assets $ 1,182,400 $ 1,270,989 Right of use liability operating lease current portion $ 608,097 $ 575,517 Right of use liability operating lease long term 793,944 846,212 Total operating lease liabilities $ 1,402,041 $ 1,421,729 |
Schedule of operating lease other information | The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. Lease Term and Discount Rate March 31, 2021 December 31, 2020 Weighted-average remaining lease term (years) Operating leases 2.9 3.6 Weighted-average discount rate Operating leases 8.1 % 8.4 % |
Schedule of maturities of lease liabilities | Operating Leases Maturity of Lease Liabilities at March 31, 2021 2021 (Nine months remaining) $ 547,372 2022 423,001 2023 391,501 2024 192,000 2025 10,750 Total future undiscounted lease payments 1,564,624 Less: Interest (162,583) Present value of lease liabilities $ 1,402,041 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of basic and diluted loss (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basic and Diluted Loss | ||
Net loss from continuing operations | $ (3,808,568) | $ (2,745,907) |
Net loss from discontinued operations | (56,455) | (233,324) |
Net loss | (3,865,023) | (2,979,231) |
Preferred stock dividends | (25,000) | (42,123) |
Net loss attributable to common shareholders | $ (3,890,023) | $ (3,021,354) |
Basic and Dilutive Shares: | ||
Weighted average basic shares outstanding (in shares) | 19,516,258 | 15,686,520 |
Dilutive shares (in shares) | 19,516,258 | 15,686,520 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 29,413,660 | 6,500,000 |
Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,060,000 | 2,860,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,763,335 | 1,763,335 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,000,000 | 4,000,000 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,806,388 |
REVENUE (Details)
REVENUE (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Customer concentration | Revenues | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.00% | 18.00% | |
Credit concentration | Accounts receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment, Gross | $ 21,795,339 | $ 22,329,486 |
Less: accumulated depreciation | (6,882,957) | (5,991,572) |
Property, Plant and Equipment, Net | 14,912,382 | 16,337,914 |
Equipment [Member] | ||
Property, Plant and Equipment, Gross | 7,738,597 | 8,549,824 |
Truckers and Trailers [Member] | ||
Property, Plant and Equipment, Gross | 11,342,119 | 11,062,588 |
Downhole oil tools [Member] | ||
Property, Plant and Equipment, Gross | 659,873 | 659,873 |
Vehicles [Member] | ||
Property, Plant and Equipment, Gross | 1,538,528 | 1,550,335 |
Building [Member] | ||
Property, Plant and Equipment, Gross | 493,626 | 493,626 |
Furniture, fixtures and other [Member] | ||
Property, Plant and Equipment, Gross | $ 22,596 | $ 13,240 |
PROPERTY AND EQUIPMENT, NET - A
PROPERTY AND EQUIPMENT, NET - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET | ||
Depreciation | $ 1,418,401 | $ 542,493 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
ACCRUED EXPENSES AND OTHER LIABILITIES | ||
Payroll and payroll taxes payable | $ 214,387 | $ 490,033 |
Sales tax payable | 1,627 | 1,627 |
State income tax payable | 146,912 | 144,800 |
Property tax payable | 70,000 | 0 |
Interest payable | 1,227,830 | 839,240 |
Credit cards payable | 3,759 | 31,422 |
Accrued operational expenses | 1,875,808 | 664,710 |
Accrued general and administrative expenses | 153,244 | 79,067 |
Accrued dividend | 132,652 | 107,658 |
Other | 10,000 | 14,500 |
Total Accrued Expenses & Other Liabilities | $ 3,836,219 | $ 2,373,057 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 09, 2021 | Jun. 20, 2020 | Dec. 07, 2018 | Mar. 31, 2021 | Dec. 31, 2020 |
Notes payable: | |||||
Notes Payable | $ 18,355,941 | $ 18,693,943 | |||
Less discounts and deferred finance costs | (612,838) | (644,907) | |||
Less current maturities | (5,224,918) | (4,010,627) | |||
Long term secured notes payable, net of current maturities and discounts | 12,518,185 | 14,038,409 | |||
Monthly installments | $ 23,750 | ||||
5J Entities | |||||
Notes payable: | |||||
Notes Payable | 11,708,919 | 11,708,919 | |||
Monthly installments | 95,000 | ||||
Secured Note January 2018 [Member] | |||||
Notes payable: | |||||
Notes Payable | 0 | 22,293 | |||
Secured Note Dec 2018 One [Member] | |||||
Notes payable: | |||||
Notes Payable | 100,000 | 100,000 | |||
Secured Note Dec 2018 Two [Member] | |||||
Notes payable: | |||||
Notes Payable | 100,000 | 100,000 | |||
Secured Note Dec 2018 Three [Member] | |||||
Notes payable: | |||||
Notes Payable | 100,000 | 100,000 | |||
Secured Note Dec 2018 Four [Member] | |||||
Notes payable: | |||||
Notes Payable | 792,470 | 792,470 | |||
Monthly installments | $ 7,500 | ||||
Secured Note June 2019 [Member] | |||||
Notes payable: | |||||
Notes Payable | 100,000 | 100,000 | |||
Secured Note May 2019 One [Member] | |||||
Notes payable: | |||||
Notes Payable | 80,000 | 80,000 | |||
Secured Note December, 2019 | |||||
Notes payable: | |||||
Notes Payable | 25,000 | 25,000 | |||
Secured Note July 2019 [Member] | |||||
Notes payable: | |||||
Notes Payable | 123,818 | 123,818 | |||
Secured Note February 2020 One [Member] | |||||
Notes payable: | |||||
Notes Payable | 2,000,000 | 2,000,000 | |||
Various Secured Notes Payable Maturing From January 2023 Through March 2023 [Member] | |||||
Notes payable: | |||||
Notes Payable | 528,838 | 568,589 | |||
Secured Note February 2020 Two [Member] | |||||
Notes payable: | |||||
Notes Payable | 895,440 | 1,012,237 | |||
Secured Promissory Notes [Member] | |||||
Notes payable: | |||||
Notes Payable | 390,000 | 390,000 | |||
Secured Promissory Notes, June 2020 [Member] | |||||
Notes payable: | |||||
Notes Payable | $ 1,411,456 | $ 1,570,617 | |||
Monthly installments | $ 45,585 |
NOTES PAYABLE - Future maturiti
NOTES PAYABLE - Future maturities of secured notes payable (Details) | Mar. 31, 2021USD ($) |
NOTES PAYABLE. | |
2022 | $ 12,388,226 |
2023 | 8,212,576 |
2024 | 8,954,773 |
2025 | 2,119,275 |
2026 | 710,757 |
Total | $ 32,385,607 |
NOTES PAYABLE - Unsecured notes
NOTES PAYABLE - Unsecured notes payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes payable: | ||
Unsecured Debt | $ 6,281,413 | $ 3,227,659 |
Less discount | 0 | 0 |
Unsecured Debt Current And Noncurrent | 6,281,413 | 3,227,659 |
Less current portion | (4,449,569) | (2,187,436) |
Notes payable - unsecured, net of current portion | 1,831,844 | 1,040,223 |
Unsecured Note August 10 2018 [Member] | ||
Notes payable: | ||
Unsecured Debt | 44,559 | 44,559 |
Unsecured Advances from Momentum Water Transfer Service LLC [Member] | ||
Notes payable: | ||
Unsecured Debt | 35,000 | 35,000 |
Unsecured Note April and May 2022 [Member] | ||
Notes payable: | ||
Unsecured Debt | 3,148,100 | 3,148,100 |
Unsecured Note April and May 2022 Two [Member] | ||
Notes payable: | ||
Unsecured Debt | 1,874,002 | 0 |
Insurance Premium Financing Note December 2021 [Member] | ||
Notes payable: | ||
Unsecured Debt | $ 1,179,752 | $ 0 |
NOTES PAYABLE - Additional Info
NOTES PAYABLE - Additional Information (Details) | Jul. 27, 2021USD ($) | Apr. 14, 2021USD ($)$ / shares | Mar. 09, 2021USD ($) | Feb. 04, 2021USD ($) | Feb. 03, 2021USD ($) | Jan. 28, 2021USD ($) | Jun. 20, 2020USD ($) | Apr. 28, 2020USD ($) | Apr. 22, 2020USD ($) | Feb. 27, 2020USD ($)$ / sharesshares | Dec. 07, 2018USD ($) | Jul. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 25, 2021USD ($) | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)individual$ / sharesshares | Feb. 27, 2022 | Feb. 27, 2021 | Sep. 30, 2020USD ($) | Dec. 12, 2019 | Jul. 26, 2019 | Jun. 17, 2019USD ($) | May 01, 2019 | Apr. 30, 2019USD ($)$ / shares | Aug. 10, 2018USD ($) | Jan. 02, 2018 |
Debt Instrument, Face Amount | $ 2,228,071 | ||||||||||||||||||||||||||
Notes Payable | 18,355,941 | $ 18,693,943 | |||||||||||||||||||||||||
Repayments of Notes Payable | 338,001 | $ 139,842 | |||||||||||||||||||||||||
Convertible notes, related party balance | 1,931,071 | ||||||||||||||||||||||||||
Repayments of Lines of Credit | 354,214 | ||||||||||||||||||||||||||
Proceeds from Lines of Credit | 5,719,410 | ||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 150,000 | ||||||||||||||||||||||||||
Unamortized Debt Discount | 921,847 | ||||||||||||||||||||||||||
Notes payable to related parties | 1,931,071 | ||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Beneficial conversion feature on convertible notes payable | $ 175,051 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | shares | 393,107 | ||||||||||||||||||||||||||
Long-term Line of Credit | $ 3,718,730 | 4,046,256 | |||||||||||||||||||||||||
Amortization of deferred financing costs | 245,722 | $ 80,954 | |||||||||||||||||||||||||
Current portion of convertible note | 50,000 | 50,000 | |||||||||||||||||||||||||
Convertible notes payable, net | 2,691,321 | 2,417,335 | |||||||||||||||||||||||||
Line of Credit, Current | 3,718,730 | 4,046,256 | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 921,847 | ||||||||||||||||||||||||||
Debt discount amortized to interest expense | 150,000 | ||||||||||||||||||||||||||
Monthly periodic payment | $ 23,750 | ||||||||||||||||||||||||||
5J Oilfield Services LLC | |||||||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 70,000 | $ 35,000 | $ 1,769,002 | $ 3,148,100 | |||||||||||||||||||||||
Proceeds from issuance of debt | $ 70,000 | $ 35,000 | $ 1,769,002 | $ 3,148,100 | |||||||||||||||||||||||
Secured Note January 2018 [Member] | |||||||||||||||||||||||||||
Notes Payable | 0 | 22,293 | |||||||||||||||||||||||||
Unsecured Note August 10 2018 [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 40,000 | ||||||||||||||||||||||||||
Debt Instrument Additional Face Amount | $ 25,000 | ||||||||||||||||||||||||||
Percentage of Voting Interests Held By Shareholder | 5.20% | ||||||||||||||||||||||||||
Unsecured Note August 10 2018 [Member] | Maximum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||||||||||||||||||||||||||
Unsecured Note August 10 2018 [Member] | Minimum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||
Secured Note Dec 2018 One [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||||||||||||||||
Notes Payable | 100,000 | 100,000 | |||||||||||||||||||||||||
Percentage of Voting Interests Held By Shareholder | 9.70% | ||||||||||||||||||||||||||
Secured Note Dec 2018 One [Member] | Maximum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | ||||||||||||||||||||||||||
Secured Note Dec 2018 One [Member] | Minimum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||
Secured Note Dec 2018 Two [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||||||||||||||||
Notes Payable | 100,000 | 100,000 | |||||||||||||||||||||||||
Percentage of Voting Interests Held By Shareholder | 5.20% | ||||||||||||||||||||||||||
Secured Note Dec 2018 Two [Member] | Maximum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | ||||||||||||||||||||||||||
Secured Note Dec 2018 Two [Member] | Minimum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||
Secured Note Dec 2018 Three [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||||||||||||||||
Notes Payable | 100,000 | 100,000 | |||||||||||||||||||||||||
Secured Note Dec 2018 Three [Member] | Maximum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | ||||||||||||||||||||||||||
Secured Note Dec 2018 Three [Member] | Minimum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||
Secured Note Dec 2018 Four [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||||
Notes Payable | 792,470 | 792,470 | |||||||||||||||||||||||||
Monthly periodic payment | $ 7,500 | ||||||||||||||||||||||||||
Secured Note May 2019 One [Member] | |||||||||||||||||||||||||||
Notes Payable | $ 80,000 | 80,000 | |||||||||||||||||||||||||
Percentage of Voting Interests Held By Shareholder | 9.70% | ||||||||||||||||||||||||||
Secured Note May 2019 One [Member] | Maximum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | ||||||||||||||||||||||||||
Secured Note May 2019 One [Member] | Minimum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||
Secured Note November, 2019 | |||||||||||||||||||||||||||
Equipment Refinance, Basis, Percentage | 75.00% | ||||||||||||||||||||||||||
Secured Note July 2019 [Member] | |||||||||||||||||||||||||||
Notes Payable | $ 123,818 | 123,818 | |||||||||||||||||||||||||
Secured Note July 2019 [Member] | Maximum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||
Secured Note July 2019 [Member] | Minimum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||||||||||||||||||||
Secured Note December, 2019 | |||||||||||||||||||||||||||
Notes Payable | 25,000 | 25,000 | |||||||||||||||||||||||||
Percentage of Voting Interests Held By Shareholder | 9.70% | ||||||||||||||||||||||||||
Secured Note December, 2019 | Maximum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | ||||||||||||||||||||||||||
Secured Note December, 2019 | Minimum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||
Secured Note February 2020 One [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||
Notes Payable | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||
Various Secured Notes Payable Maturing From January 2023 Through March 2023 [Member] | |||||||||||||||||||||||||||
Notes Payable | $ 528,838 | 568,589 | |||||||||||||||||||||||||
Various Secured Notes Payable Maturing From January 2023 Through March 2023 [Member] | Maximum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | ||||||||||||||||||||||||||
Various Secured Notes Payable Maturing From January 2023 Through March 2023 [Member] | Minimum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.32% | ||||||||||||||||||||||||||
Secured Note February 2020 Two [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||
Notes Payable | $ 895,440 | 1,012,237 | |||||||||||||||||||||||||
Percentage of Voting Interests Held By Shareholder | 12.20% | ||||||||||||||||||||||||||
Deferred Financing Cost | $ 3,504 | ||||||||||||||||||||||||||
Secured Promissory Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | ||||||||||||||||||||||||||
Notes Payable | $ 390,000 | 390,000 | |||||||||||||||||||||||||
Secured Promissory Notes, June 2020 [Member] | |||||||||||||||||||||||||||
Notes Payable | 1,411,456 | 1,570,617 | |||||||||||||||||||||||||
Monthly periodic payment | $ 45,585 | ||||||||||||||||||||||||||
Deferred Financing Cost | $ 279,572 | ||||||||||||||||||||||||||
Secured Promissory Notes, June 2020 [Member] | Minimum | |||||||||||||||||||||||||||
Number of monthly installments | 36 | ||||||||||||||||||||||||||
Unsecured Note April and May 2022 [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||||||||||||||||||||
Unsecured Note April and May 2022 Two [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||||||||||||||||||||
Insurance Premium Financing Note December 2021 [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,310,835 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.76% | ||||||||||||||||||||||||||
Monthly periodic payment | $ 133,939 | ||||||||||||||||||||||||||
Amerisource Note | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,600,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 12.00% | 11.00% | ||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 34,982 | ||||||||||||||||||||||||||
Unamortized Debt Discount | 268,198 | ||||||||||||||||||||||||||
Number of shares issued to investors | shares | 2,498,736 | ||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.25 | ||||||||||||||||||||||||||
Equity ownership | 13.90% | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 268,198 | ||||||||||||||||||||||||||
Debt discount amortized to interest expense | 34,982 | ||||||||||||||||||||||||||
Deferred Financing Cost | $ 419,788 | ||||||||||||||||||||||||||
Secured Note June 2019 [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||||||||||||||||
Notes Payable | 100,000 | 100,000 | |||||||||||||||||||||||||
Percentage of Voting Interests Held By Shareholder | 9.70% | ||||||||||||||||||||||||||
Secured Note June 2019 [Member] | Maximum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | ||||||||||||||||||||||||||
Secured Note June 2019 [Member] | Minimum | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||
SBA PPP1 program | |||||||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 195,000 | ||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 195,000 | ||||||||||||||||||||||||||
Notes Payable to Banks [Member] | Secured Note January 2018 [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.29% | ||||||||||||||||||||||||||
5J Entities | |||||||||||||||||||||||||||
Notes Payable | 11,708,919 | 11,708,919 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 26,688 | ||||||||||||||||||||||||||
Unamortized Debt Discount | 98,158 | ||||||||||||||||||||||||||
Equipment Refinance Amount | 11,950,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 98,158 | ||||||||||||||||||||||||||
Debt discount amortized to interest expense | $ 26,688 | ||||||||||||||||||||||||||
Effective interest rate | 18.7% | ||||||||||||||||||||||||||
Monthly periodic payment | $ 95,000 | ||||||||||||||||||||||||||
Deferred Financing Cost | 223,558 | 329,762 | |||||||||||||||||||||||||
5J Entities | Amerisource AR Facility | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | 10,000,000 | ||||||||||||||||||||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||||||||||||||||||||
Maximum availability (as a percent) | 85.00% | ||||||||||||||||||||||||||
Basis spread on variable rate (as a percent) | 4.50% | ||||||||||||||||||||||||||
Initial collateral management fee (as a percent) | 0.75% | ||||||||||||||||||||||||||
Non-usage fee (as a percent) | 0.35% | ||||||||||||||||||||||||||
One time commitment fee | $ 100,000 | ||||||||||||||||||||||||||
Number of days written notice for termination of debt | 60 days | ||||||||||||||||||||||||||
Early termination fee, if more than 12months remaining in the debt term (as a percent) | 2.00% | ||||||||||||||||||||||||||
Early termination fee, if twelve months or less remaining in the debt term (as a percent) | 1.00% | ||||||||||||||||||||||||||
5J Entities | Amerisource Equipment Loan | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,401,559 | ||||||||||||||||||||||||||
5J Entities | Amerisource Bridge Facility | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 550,690 | ||||||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.10 | ||||||||||||||||||||||||||
Term (in years) | 24 months | ||||||||||||||||||||||||||
Monthly periodic payment | $ 448,000 | $ 112,000 | |||||||||||||||||||||||||
Subsequent Event | 5J Entities | |||||||||||||||||||||||||||
Monthly periodic payment | $ 448,000 | $ 112,000 | |||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,019,000 | $ 50,000 | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 8.50% | ||||||||||||||||||||||||
Convertible notes, related party balance | 1,931,071 | ||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 151,984 | ||||||||||||||||||||||||||
Unamortized Debt Discount | 175,051 | $ 1,057,710 | $ 1,057,710 | ||||||||||||||||||||||||
Notes payable to related parties | 1,931,071 | ||||||||||||||||||||||||||
Number of individual investors for the purchase and sale of convertible promissory note | individual | 9 | ||||||||||||||||||||||||||
Number of shares issuable to investors | shares | 3,028,500 | ||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.10 | ||||||||||||||||||||||||||
Term (in years) | 2 years | ||||||||||||||||||||||||||
Current portion of convertible note | 50,000 | $ 50,000 | |||||||||||||||||||||||||
Convertible notes, net | 2,741,321 | 2,467,335 | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 175,051 | 1,057,710 | $ 1,057,710 | ||||||||||||||||||||||||
Debt discount amortized to interest expense | 151,984 | ||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Notes Payable To Related Party [Member] | |||||||||||||||||||||||||||
Current portion of convertible note | $ 2,691,321 | $ 2,417,335 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
STOCKHOLDERS' DEFICIT | |
Stock Issued During Period, Shares, Other | 393,107 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - Employee Stock Option [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Outstanding - Aggregate Number - Beginning Balance | 2,060,000 | |
Outstanding - Aggregate Number - Ending Balance | 2,060,000 | |
Outstanding - Exercisable | 1,067,000 | |
Outstanding - Aggregate Exercise Price - Beginning Balance | $ 688,750 | |
Outstanding - Aggregate Exercise Price - Ending Balance | 688,750 | |
Outstanding - Exercisable Aggregate Exercise Price | $ 387,100 | |
Outstanding - Weighted Average Exercise Price - Beginning Balance | $ 0.33 | |
Granted - Weighted Average Exercise Price | 0 | |
Exercised - Weighted Average Exercise Price | 0 | |
Cancelled, Forfeited or Expired - Weighted Average Exercise Price | 0 | |
Outstanding - Weighted Average Exercise Price - Ending Balance | 0.33 | |
Outstanding - Exercisable Weighted Average Exercise Price | 0.36 | |
Minimum | ||
Outstanding - Exercise Price Range | 0.24 | $ 0.24 |
Exercisable - Exercise Price Range | 0.24 | |
Maximum | ||
Outstanding - Exercise Price Range | 0.75 | $ 0.75 |
Exercisable - Exercise Price Range | $ 0.75 |
STOCK OPTIONS AND WARRANTS - St
STOCK OPTIONS AND WARRANTS - Stock warrant information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Outstanding - Aggregate Number - Beginning Balance | shares | 1,763,335 |
Outstanding - Aggregate Number - Ending Balance | shares | 1,763,335 |
Outstanding - Exercisable | shares | 1,763,335 |
Outstanding - Aggregate Exercise Price - Beginning Balance | $ | $ 496,667 |
Granted - Aggregate Exercise Price | $ | 0 |
Outstanding - Aggregate Exercise Price - Ending Balance | $ | 496,667 |
Outstanding - Exercisable Aggregate Exercise Price | $ | $ 496,667 |
Outstanding - Weighted Average Exercise Price - Beginning Balance | $ 0.28 |
Outstanding - Weighted Average Exercise Price - Ending Balance | 0.28 |
Outstanding - Exercisable Weighted Average Exercise Price | 0.28 |
Minimum | |
Outstanding - Exercise Price Range - Beginning Balance | 0.15 |
Outstanding - Exercise Price Range - Ending Balance | 0.15 |
Outstanding - Exercisable Exercise Price Range | 0.15 |
Maximum | |
Outstanding - Exercise Price Range - Beginning Balance | 0.75 |
Outstanding - Exercise Price Range - Ending Balance | 0.75 |
Outstanding - Exercisable Exercise Price Range | $ 0.75 |
STOCK OPTIONS AND WARRANTS - Ad
STOCK OPTIONS AND WARRANTS - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Intrinsic value of outstanding Stock option | $ 0 | |
Weighted average remaining contractual life | 2 years 6 months | |
Stock-based compensation related to outstanding stock options | $ 17,973 | $ 2,895 |
Unrecognized expenses related to options | $ 142,783 | |
Warrant [Member] | ||
Weighted average remaining contractual life | 5 years 10 months 6 days | |
Intrinsic value of outstanding stock warrants | $ 30,117 |
DISPOSITION OF BUSINESSES - Add
DISPOSITION OF BUSINESSES - Additional Information (Details) - USD ($) | Dec. 22, 2020 | Feb. 28, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Payment of consideration in cash | $ 6,320,168 | ||||
Revenues | $ 7,602,328 | 4,360,381 | |||
Net loss | $ (3,865,023) | (2,979,231) | |||
Par value | $ 0.001 | $ 0.001 | |||
Loss from discontinued operations | $ (56,455) | (233,324) | |||
Trinity Services LLC [Member] | |||||
Revenues | 104,440 | 845,896 | |||
Net loss | (54,180) | (199,412) | |||
Tangible Asset Impairment Charges | $ 983,660 | ||||
Mg Cleaners Llc [Member] | |||||
Total purchase price | $ 150,000 | ||||
Payment of consideration in cash | $ 75,000 | $ 75,000 | |||
Payments of consideration through sale of equipment | 40,000 | ||||
Payments of consideration to MG Cleaners | $ 35,000 | ||||
Number of shares returned | 1,408,276 | ||||
Par value | $ 0.001 | ||||
Unvested incentive stock options | 750,000 | ||||
Revenues | 0 | 770,123 | |||
Loss from discontinued operations | $ (2,275) | $ (33,912) |
DISPOSITION OF BUSINESSES - Bal
DISPOSITION OF BUSINESSES - Balance sheets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Balance sheets of Trinity and MG combined | ||
Current assets of discontinued operations | $ 138,821 | $ 437,787 |
Other assets | 1,514,469 | 1,568,700 |
Current liabilities of discontinued operations | 1,943,319 | 2,243,037 |
Long term liabilities of discontinued operations | 1,009,972 | 1,008,362 |
Discontinued operation by sale | Trinity and MG | ||
Balance sheets of Trinity and MG combined | ||
Cash and cash equivalents | 3,607 | 591 |
Accounts receivable, net | 87,752 | 360,541 |
Prepaid expenses and other current assets | 47,462 | 76,655 |
Current assets of discontinued operations | 138,821 | 437,787 |
Property and equipment, net | 1,449,626 | 1,500,000 |
Other assets | 1,500 | 1,500 |
Right of use assets - operating lease | 63,343 | 67,200 |
Other assets of discontinued operations | 1,514,469 | 1,568,700 |
Total assets of discontinued operations | 1,653,290 | 2,006,487 |
Accounts payable | 563,385 | 597,266 |
Accrued expenses and other liabilities | 248,142 | 198,833 |
Right of use liabilities - operating leases short term | 44,740 | 38,206 |
Secured line of credit | 54,290 | 278,301 |
Current portion of unsecured notes payable | 305,016 | 440,331 |
Current portion of secured notes payable, net | 727,746 | 690,100 |
Current liabilities of discontinued operations | 1,943,319 | 2,243,037 |
Notes payable - secured, net of current portion | 815,390 | 855,995 |
Notes payable - unsecured, net of current portion | 147,980 | 101,374 |
Right of use liabilities - operating leases, net of current portion | 46,602 | 50,993 |
Long term liabilities of discontinued operations | 1,009,972 | 1,008,362 |
Total liabilities of discontinued operations | $ 2,953,291 | $ 3,251,399 |
DISPOSITION OF BUSINESSES - Sta
DISPOSITION OF BUSINESSES - Statements of operations (Details) - Discontinued operation by sale - Trinity and MG - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statements of operations of Trinity and MG | ||
Revenues | $ 104,440 | $ 1,616,019 |
Cost of revenues | (173,542) | (1,347,277) |
Selling, general and administrative | (141,699) | (399,574) |
Loss from operations | (210,801) | (130,832) |
Gain on extinguishment of debt | 196,469 | |
Other expense | (2,913) | |
Interest expense, net | (39,210) | (102,492) |
Net loss from discontinued operations | $ (56,455) | $ (233,324) |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) | Mar. 31, 2021USD ($) |
COMMITMENTS AND CONTINGENCIES. | |
Letter of credit as collateral for insurance policy | $ 323,516 |
LEASES (Details)
LEASES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finance lease cost | ||
Operating lease cost within cost of sales | $ 125,110 | $ 43,109 |
Short-term lease cost | 56,598 | 21,336 |
Variable lease cost | 0 | 0 |
Sublease income | 0 | 0 |
Total lease cost | $ 181,708 | $ 64,445 |
Minimum | ||
Operating lease, lease term | 1 year | |
Finance lease, lease term | 1 year | |
Maximum | ||
Operating lease, lease term | 4 years | |
Finance lease, lease term | 4 years |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 19,688 | $ 11,807 |
LEASES - Lease-related assets a
LEASES - Lease-related assets and liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Lease Position | ||
Operating lease right-of-use assets | $ 1,182,400 | $ 1,270,989 |
Right of use liabilities operating leases current portion | 608,097 | 575,517 |
Right of use liability operating lease long term | 793,944 | 846,212 |
Total operating lease liabilities | $ 1,402,041 | $ 1,421,729 |
LEASES - Other information (Det
LEASES - Other information (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Weighted-average remaining lease term (years) | ||
Operating leases | 2 years 10 months 24 days | 3 years 7 months 6 days |
Weighted-average discount rate | ||
Operating leases | 8.10% | 8.40% |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
LEASES | ||
2021 (Nine months remaining) | $ 547,372 | |
2022 | 423,001 | |
2023 | 391,501 | |
2024 | 192,000 | |
2025 | 10,750 | |
Total future undiscounted lease payments | 1,564,624 | |
Less: Interest | (162,583) | |
Present value of lease liabilities | $ 1,402,041 | $ 1,421,729 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021USD ($)leaseshares | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | ||
Notes payable to related parties | $ 1,931,071 | |
Convertible Notes Payable [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable to related parties | 1,931,071 | |
Expenses reimbursed | 112,071 | $ 225,000 |
Five J Properties LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Current monthly rent payments for all leases with related party | $ 14,250 | |
Number of leases with related party | lease | 3 | |
Terms of leases | 5 years | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |
Trinity Services LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Current monthly rent payments for all leases with related party | $ 2,000 | |
Series A Convertible Preferred Stock [Member] | Newton Dorsett [Member] | ||
Related Party Transaction [Line Items] | ||
Amount of Convertible Preferred Stock held | $ 2,000,000 | |
Series B Convertible Preferred Stock | James Frye [Member] | ||
Related Party Transaction [Line Items] | ||
Number of shares held by related party | shares | 6,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Apr. 30, 2021USD ($)$ / sharesshares | Apr. 19, 2021USD ($)aitem | Apr. 14, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Apr. 30, 2019$ / shares |
Subsequent Event [Line Items] | ||||||
Amount of debt | $ 2,228,071 | |||||
Conversion price | $ / shares | $ 0.50 | |||||
Monthly payments | $ 181,708 | $ 64,445 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Amount of debt | $ 300,000 | |||||
Term (in years) | 24 months | |||||
Interest rate | 10.00% | |||||
Conversion price | $ / shares | $ 0.10 | |||||
Number of shares issued to lender | shares | 450,000 | |||||
Subsequent Event | Investor | ||||||
Subsequent Event [Line Items] | ||||||
Amount of debt | $ 350,000 | |||||
Term (in years) | 24 months | |||||
Interest rate | 10.00% | |||||
Conversion price | $ / shares | $ 0.10 | |||||
Number of shares issued to lender | shares | 525,000 | |||||
Subsequent Event | Affiliate and stockholder | ||||||
Subsequent Event [Line Items] | ||||||
Amount of debt | $ 195,000 | |||||
Term (in years) | 24 months | |||||
Interest rate | 10.00% | |||||
Conversion price | $ / shares | $ 0.10 | |||||
Number of shares issued to lender | shares | 292,500 | |||||
Subsequent Event | 5J Transportation LLC | Miller Investments & Properties | ||||||
Subsequent Event [Line Items] | ||||||
Area of land | a | 45 | |||||
Area of land stabilized | a | 24 | |||||
Termination option | true | |||||
Termination term | 3 years | |||||
Subsequent Event | 5J Transportation LLC | Miller Investments & Properties | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Monthly payments | $ 55,000 | |||||
Subsequent Event | 5J Transportation LLC | Miller Investments & Properties | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Monthly payments | 58,191 | |||||
Subsequent Event | 5J Transportation LLC | BJJ Trailer | ||||||
Subsequent Event [Line Items] | ||||||
Monthly payments | $ 22,500 | |||||
Terms of leases | 12 months | |||||
Number of trailers used in hauling equipment and pipe | item | 40 | |||||
Extension option | true |