Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2022 |
Entity Registrant Name | VIVAKOR, INC. |
Entity Central Index Key | 0001450704 |
Entity Tax Identification Number | 26-2178141 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 4101 North Thanksgiving Way |
Entity Address, Postal Zip Code | Lehi, UT |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 4,908,334 | $ 1,293,767 |
Cash and cash equivalents attributed to variable interest entity | 296,257 | 199,952 |
Accounts Receivable, less allowances of none and $33,000, respectively | 845 | 845 |
Marketable securities | 1,818,029 | 2,231,218 |
Inventories | 222,000 | 192,000 |
Precious metal concentrate | 1,166,709 | 1,166,709 |
Other assets | 237,422 | 73,245 |
Total current assets | 8,649,596 | 5,157,736 |
Other investments | 4,000 | 4,000 |
Notes receivable | 1,150,743 | 1,194,235 |
Property and equipment, net | 25,878,930 | 24,692,111 |
Rights of use assets- operating leases | 721,550 | 663,291 |
License agreement, net | 2,291,942 | 2,370,835 |
Intellectual property, net | 13,002,504 | 13,662,037 |
Total assets | 51,699,265 | 47,744,245 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,061,610 | 2,023,985 |
Operating lease liabilities, current | 364,103 | 287,769 |
Loans and notes payable, current | 962,405 | 1,511,447 |
Loans and notes payable, current attributed to variable interest entity | 2,308,232 | 3,416,379 |
Long-term debt (working interest royalty programs), current | 8,565 | 3,256 |
Total current liabilities | 6,704,915 | 7,242,836 |
Operating lease liabilities, long term | 414,947 | 434,109 |
Loans and notes payable, long term | 543,869 | 1,185,970 |
Long-term debt (working interest royalty programs) | 5,017,592 | 6,171,298 |
Deferred income tax liabilities | 5,156,899 | 5,156,899 |
Total liabilities | 17,838,222 | 20,191,112 |
Stockholders' equity: | ||
Convertible, preferred stock, $.001 par value; 3,400,000 shares authorized;(1) Series A- 66,667 issued and outstanding(1) | 0 | 67 |
Common stock, $.001 par value; 41,666,667 shares authorized; 15,038,619 and 12,330,859 were issued and outstanding as of June 30, 2022 and December 31, 2021(1) | 15,039 | 12,331 |
Additional paid-in capital | 67,857,646 | 58,279,590 |
Treasury stock, at cost | (20,000) | (20,000) |
Accumulated deficit | (41,237,559) | (35,731,359) |
Total Vivakor, Inc. stockholders' equity | 26,615,126 | 22,540,629 |
Noncontrolling interest | 7,245,917 | 5,012,504 |
Total stockholders' equity | 33,861,043 | 27,553,133 |
Total liabilities and stockholders’ equity | $ 51,699,265 | $ 47,744,245 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts receivable allowance | $ 0 | $ 33,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 41,666,667 | 41,666,667 |
Common stock, shares issued | 15,038,619 | 12,330,859 |
Common stock, shares outstanding | 15,038,619 | 12,330,859 |
Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 3,400,000 | 3,400,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 66,667 | 66,667 |
Preferred stock, shares outstanding | 66,667 | 66,667 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Income Statement [Abstract] | |||||
Revenues | $ 0 | $ 22,000 | $ 0 | $ 117,000 | |
Cost of revenues | 0 | 20,530 | 0 | 112,450 | |
Gross profit | 0 | 1,470 | 0 | 4,550 | |
Operating expenses: | |||||
Sales and marketing | 119,252 | 125,912 | 310,591 | 828,440 | |
General and administrative | 2,922,753 | 1,235,549 | 4,235,560 | 2,309,394 | |
Amortization and depreciation | 558,595 | 364,635 | 933,813 | 727,914 | |
Total operating expenses | 3,600,600 | 1,726,096 | 5,479,964 | 3,865,748 | |
Loss from operations | (3,600,600) | (1,724,626) | (5,479,964) | (3,861,198) | |
Other income (expense): | |||||
Unrealized gain (loss) on marketable securities | (1,652,755) | (8,949,169) | (413,189) | 3,734,275 | |
Interest income | 6,083 | 1,242 | 12,461 | 2,485 | |
Interest expense | (22,981) | (241,448) | (114,946) | (395,469) | |
Gain on disposition of asset | 2,456 | 0 | 2,456 | 0 | |
Other income | 39,934 | 92,590 | 40,084 | 93,884 | |
Total other income (expense) | (1,627,263) | (9,096,785) | (473,134) | 3,435,175 | |
Loss before provision for income taxes | (5,227,863) | (10,821,411) | (5,953,098) | (426,023) | |
Provision for income taxes | 0 | 296,477 | (800) | (723,911) | |
Consolidated net loss | (5,227,863) | (10,524,934) | (5,953,898) | (1,149,934) | |
Less: Net loss attributable to noncontrolling interests | (322,546) | (1,114,003) | (447,698) | (1,255,844) | |
Net income (loss) attributable to Vivakor, Inc. | (4,905,317) | (9,410,931) | (5,506,200) | 105,910 | |
Net loss attributable to common shareholders | (4,905,317) | (9,410,931) | (5,506,200) | 105,910 | |
Dividend on preferred stock | 0 | 42,196 | 0 | 42,196 | |
Net income loss to parent | $ (4,905,317) | $ (9,453,127) | $ (5,506,200) | $ 63,714 | |
Basic and diluted net loss per share | [1] | $ (0.33) | $ (0.79) | $ (0.38) | $ 0 |
Diluted net income per share | [1] | $ (0.33) | $ (0.79) | $ (0.38) | $ 0 |
Basic weighted average common shares outstanding | [1] | 15,038,619 | 11,966,840 | 14,388,004 | 11,640,306 |
Effect of dilutive securities | [1] | 0 | 0 | 0 | 910,483 |
Diluted weighted average common shares outstanding | [1] | 15,038,619 | 11,966,840 | 14,388,004 | 12,550,789 |
[1]Share and per share amounts have been retroactively adjusted to reflect the one-for-thirty reverse stock split effective February 14, 2022. See Note 1 – Organization and Basis of Presentation for additional information |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total | Series A Preferred Stocks [Member] |
Beginning balance, value at Dec. 31, 2020 | $ 11,256 | $ 45,623,146 | $ (20,000) | $ (30,204,992) | $ 1,279,089 | $ 16,688,566 | |
Beginning balance, shares at Dec. 31, 2020 | 11,255,967 | 66,667 | |||||
Common Stock issued for services(1) | $ 34 | 437,967 | 438,001 | ||||
Common Stock issued for services Shares, shares | 33,667 | ||||||
Common Stock issued for a reduction of liabilities(1) | $ 29 | 264,771 | 264,800 | ||||
Common Stock issued for a reduction in liabilities, shares | 29,168 | ||||||
Common Stock issued for the purchase of a license(1) | $ 17 | 224,983 | 225,000 | ||||
Common Stock issued for the purchase of a license, shares | 16,667 | ||||||
Conversion of temporary equity Series B, B-1, and C-1 Preferred Stock to Common Stock(1) | $ 956 | 9,466,648 | 9,467,604 | ||||
Conversion of temporary equity Series B, B-1, and C-1 Preferred Stock to Common Stock, shares | 955,947 | ||||||
Stock options issued for services | 730,000 | 730,000 | |||||
Stock based compensation | 223,056 | 223,056 | |||||
Issuance of noncontrolling interest for a reduction of debt | 735,000 | 735,000 | |||||
Dividend paid in Series B-1 Preferred Stock | (42,196) | (42,196) | |||||
Net income (loss) | 105,910 | (1,255,844) | (1,149,934) | ||||
Ending balance, value at Jun. 30, 2021 | $ 12,292 | 56,970,571 | (20,000) | (30,141,278) | 758,245 | 27,579,897 | |
Ending balance, shares at Jun. 30, 2021 | 12,291,416 | 66,667 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 11,322 | 46,818,373 | (20,000) | (20,688,151) | 1,137,248 | 27,258,859 | |
Beginning balance, shares at Mar. 31, 2021 | 11,321,269 | 66,667 | |||||
Common Stock issued for a reduction of liabilities(1) | $ 26 | 228,774 | 228,800 | ||||
Common Stock issued for a reduction in liabilities, shares | 25,835 | ||||||
Conversion of temporary equity Series B and B-1 Preferred Stock to Common Stock (1) | $ 944 | 9,384,396 | 9,385,340 | ||||
Conversion of temporary equity Series B and B-1 Preferred Stock to Common Stock (1), shares | 944,312 | ||||||
Stock options issued for services | 427,500 | 427,500 | |||||
Stock based compensation | 111,528 | 111,528 | |||||
Issuance of noncontrolling interest for a reduction of debt | 735,000 | 735,000 | |||||
Dividend paid in Series B-1 Preferred Stock | (42,196) | (42,196) | |||||
Net income (loss) | (9,410,931) | (1,114,003) | (10,524,934) | ||||
Ending balance, value at Jun. 30, 2021 | $ 12,292 | 56,970,571 | (20,000) | (30,141,278) | 758,245 | 27,579,897 | |
Ending balance, shares at Jun. 30, 2021 | 12,291,416 | 66,667 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 12,331 | 58,279,590 | (20,000) | (35,731,359) | 5,012,504 | 27,553,133 | |
Beginning balance, shares at Dec. 31, 2021 | 12,330,859 | 66,667 | |||||
Common Stock issued for a reduction of liabilities(1) | $ 273 | 1,144,719 | 1,144,992 | ||||
Common Stock issued for a reduction in liabilities, shares | 272,156 | ||||||
Conversion of Series A Preferred Stock to Common Stock | $ 833 | (766) | |||||
Conversion of Series A Preferred Stock to Common Stock, shares | 833,333 | (66,667) | |||||
Common Stock issued for cash, net of offering costs | $ 1,600 | 6,238,400 | 6,240,000 | ||||
Common Stock issued for cash, shares | 1,600,000 | ||||||
Common stock issued for fractional shares from reverse stock split | $ 2 | 2 | |||||
Common stock issued for fractional shares from reverse stock split, shares | 2,271 | ||||||
Stock options issued for services | 855,000 | 855,000 | |||||
Stock based compensation | 1,340,703 | 1,340,703 | |||||
Distributions by noncontrolling interest | (343,889) | (343,889) | |||||
Issuance of noncontrolling interest for a reduction of debt | 3,025,000 | 3,025,000 | |||||
Net income (loss) | (5,506,200) | (447,698) | (5,953,898) | ||||
Ending balance, value at Jun. 30, 2022 | $ 15,039 | 67,857,646 | (20,000) | (41,237,559) | 7,245,917 | 33,861,043 | |
Ending balance, shares at Jun. 30, 2022 | 15,038,619 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 15,039 | 66,200,971 | (20,000) | (36,332,242) | 6,671,402 | 36,535,170 | |
Beginning balance, shares at Mar. 31, 2022 | 15,038,619 | ||||||
Stock options issued for services | 427,500 | 427,500 | |||||
Stock based compensation | 1,229,175 | 1,229,175 | |||||
Distributions by noncontrolling interest | (207,939) | (207,939) | |||||
Issuance of noncontrolling interest for a reduction of debt | 1,105,000 | 1,105,000 | |||||
Net income (loss) | (4,905,317) | (322,546) | (5,227,863) | ||||
Ending balance, value at Jun. 30, 2022 | $ 15,039 | $ 67,857,646 | $ (20,000) | $ (41,237,559) | $ 7,245,917 | $ 33,861,043 | |
Ending balance, shares at Jun. 30, 2022 | 15,038,619 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Consolidated net loss | $ (5,953,898) | $ (1,149,934) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 933,813 | 727,914 |
Common stock options issued for services | 855,000 | 730,000 |
Common stock issued for services | 0 | 438,001 |
Gain on disposal of asset | (2,456) | |
Unrealized gain (loss) marketable securities | 413,189 | (3,734,275) |
Deferred income taxes | 0 | 711,070 |
Stock-based compensation | 1,340,703 | 223,055 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 6,515 |
Inventory | (30,000) | 0 |
Other assets | (164,177) | 13,807 |
Accounts payable and accrued expenses | (303,452) | (412,764) |
Accrued interest on notes receivable | (12,461) | (2,485) |
Accrued interest on notes payable | 114,946 | 395,469 |
Net cash used in operating activities | (2,808,793) | (2,053,627) |
INVESTING ACTIVITIES: | ||
Proceeds from notes receivable | 55,953 | 0 |
Payment on costs of patents | (10,329) | |
Purchase of a technology license | 0 | (40,000) |
Proceeds from disposal of equipment | 6,000 | 0 |
Purchase of equipment | (1,129,515) | (1,334,123) |
Net cash used in investing activities | (1,067,562) | (1,384,452) |
FINANCING ACTIVITIES: | ||
Payment of long-term debt | 0 | (7,735) |
Proceeds from loans and notes payable | 1,968,261 | 6,666,811 |
Proceeds from sale of common stock | 6,240,000 | 0 |
Payment of notes payable | (277,145) | (2,464) |
Distributions to noncontrolling interest | (343,889) | 0 |
Net cash provided by financing activities | 7,587,227 | 6,656,612 |
Net increase (decrease) in cash and cash equivalents | 3,710,872 | 3,218,533 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,493,719 | 398,904 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5,204,591 | 3,617,437 |
Cash paid during the year for: | ||
Interest | 223,639 | 46,936 |
Income taxes | 0 | 0 |
Noncash transactions: | ||
Conversion of Series A, B, B-1, and C-1 Preferred Stock to Common Stock | 1,200,000 | 9,467,604 |
Common stock issued for a reduction in liabilities | 1,144,992 | 264,800 |
Noncontrolling interest issued for a reduction in liabilities | 3,025,000 | 735,000 |
Preferred stock Series C-1 issued for a reduction in liabilities | 0 | 64,950 |
Common stock issued for the purchase of a license | 0 | 225,000 |
Capitalized interest on construction in process | $ 256,235 | $ 822,700 |
Dividend paid in Series B-1 Preferred Stock | 0 | 42,196 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation On February 14, 2022, we effected a 1-for-30 reverse split COVID-19 On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease. COVID-19 and the U.S. response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations. In March 2020 we temporarily suspended operations in Kuwait and Utah due to COVID-19 government restrictions, Utah has resumed operations in full. Kuwait has allowed for the Company to obtain site personnel visas to recommence operations. These suspensions have had a negative impact on our business and there can be no guaranty that we will not need to suspend operations again in the future as a result of the pandemic. Interim Financial Information The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended December 31, 2021. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the condensed consolidated financial statements. The operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Principles of Consolidation The Company follows ASC 810-10-15 guidance with respect to accounting for Variable Interest Entities (“VIE”). A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of the entity’s expected residual returns. For the six months ended June 30, 2022 and year ended December 31, 2021 the following entities are considered to be a VIE and are consolidated in our consolidated financial statements: Viva Wealth Fund I, LLC and RPC Design and Manufacturing, LLC. For the six months ended June 30, 2022 and year ended December 31, 2021 the following entities were considered to be a VIE, but were not consolidated in our consolidated financial statements due to a lack of the power criterion or the losses/benefits criterion: Vivaventures UTS I, LLC, Vivaventures Royalty II, LLC, Vivaopportunity Fund, LLC, and International Metals Exchange, LLC. For the six months ended June 30, 2022 and year ended December 31, 2021 the unaudited financial information for the unconsolidated VIEs is as follows: Vivaventures UTSI, LLC held assets of $ 3,383,610 3,753,296 47,049 12,608 2,939,498 2,648,810 1,720 300 2,119,856 2,119,961 no 29,938 30,461 1,900 RPC Design and Manufacturing, LLC: 387,049 629,694 628,828 354,566 Viva Wealth Fund I, LLC: 296,257 199,952 rd th th Long Lived Assets The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No impairment charges were incurred during the six months ended June 30, 2022 or for the year ended December 31, 2021, as the Company was still in the early phases of our business plan and operating losses were expected in our early phases. On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease. We have observed supply chain disruptions from the COVID-19 pandemic that has contributed to delays in the completion of the manufacturing of our RPCs, although we do not believe that these delays have constituted a triggering event for impairment of our assets. Our Kuwait operations were suspended to comply with the social distancing measures implemented in Kuwait, but in 2022 has allowed for the Company to obtain site personnel visas to recommence operations. Our Utah operations were temporarily suspended from March through May 2020, but have since resumed in full in its manufacturing of its RPCs, and construction and implementation of site and infrastructure preparations in anticipation of commencing operations in 2022. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future. Intangible Assets We account for intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” 10 20 We assess our intangible assets in accordance with ASC 360 “ Property, Plant, and Equipment Advertising Expense Advertising costs are expensed as incurred. The Company did not incur advertising expense for the six months ended June 30, 2022 and 2021. Net Income/Loss Per Share Basic net income (loss) per share is calculated by subtracting any preferred interest distributions from net income (loss), all divided by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method if their effect is dilutive. Potential dilutive instruments as of June 30, 2022 and 2021 include the following: convertible notes payable convertible into approximately 14,560 227,150 none 666,667 2,039,585 183,333 466,667 80,000 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our critical accounting estimates relate to the following: Recoverability of current and noncurrent assets, revenue recognition, stock-based compensation, income taxes, effective interest rates related to long-term debt, marketable securities, cost basis and equity method investments, lease assets and liabilities, equity method investments, valuation of stock used to acquire assets, and derivatives. While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Fair Value of Financial Instruments The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for marketable securities are classified as Level 1 assets due to observable quoted prices for identical assets in active markets. The carrying amounts reported in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. T he recorded values of notes payable approximate their current fair values because of their nature, rates, and respective maturity dates or durations. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2022 | |
Liquidity | |
Liquidity | Note 2. Liquidity We have historically suffered net losses and cumulative negative cash flows from operations, and as of June 30, 2022, we had an accumulated deficit of approximately $ 41.3 5,204,591 1,600,000 8 1,818,029 |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Assets | Note 3. Prepaid Expenses and Other Assets As of June 30, 2022 and December 31, 2021, our other assets mainly consist of various deposits with vendors, professional service agents, or security deposits on office and warehouse leases. As of June 30, 2022 and December 31, 2021 we had office and warehouse lease deposits in the amount of $ 61,676 73,245 161,458 14,288 |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note 4. Marketable Securities As of December 31, 2020, the Company owned 3,309,758 860,491 595,392 1,494,275 In 2019 the Company had an investment of $ 800,000 800,000,000 81,768 26,376,882 87,044 1,652,755 8,353,777 413,189 2,240,000 1,818,029 2,231,218 As of June 30, 2022 and December 31, 2021, marketable securities were $ 1,818,029 2,231,218 1,652,755 8,949,169 413,189 3,734,275 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5. Inventories As of June 30, 2022, inventories consist primarily of raw materials (including tar-sand stockpiles) and finished goods (which includes Fenix iron). The tar-sand stockpiles consist of 10,000 tons of tar sand stockpile and are anticipated to be used for our extraction remediation units. The stockpiles were acquired when the Company entered into a land lease agreement for located in Vernal, Utah. Under the terms of the lease agreement, we are required to pay $3 per ton of oil sands processed. As a condition of the lease, we were required to provide $ 30,000 192,000 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6. Property and Equipment The following table sets forth the components of the Company’s property and equipment at June 30, 2022 and December 31, 2021: Schedule of property and equipment, net June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Depreciation Net Book Value Gross Carrying Amount Accumulated Depreciation Net Book Value Office furniture and equipment $ 14,998 $ 4,956 $ 10,042 $ 14,998 $ 4,000 $ 10,998 Vehicles 36,432 22,466 13,966 48,248 26,306 21,942 Precious metal extraction machine- 1 ton 2,280,000 285,000 1,995,000 2,280,000 228,000 2,052,000 Precious metal extraction machine- 10 ton 5,320,000 665,000 4,655,000 5,320,000 532,000 4,788,000 Construction in process: Bioreactors 1,440,000 – 1,440,000 1,440,000 – 1,440,000 Nanosponge/Cavitation device 22,103 – 22,103 22,103 – 22,103 Remediation Processing Unit 1 6,150,506 – 6,150,506 6,249,082 – 6,249,082 Remediation Processing Unit 2 5,489,760 – 5,489,760 5,201,098 – 5,201,098 Remediation Processing Unit System A 3,127,669 – 3,127,669 2,561,467 – 2,561,467 Remediation Processing Unit System B 2,974,884 – 2,974,884 2,345,421 – 2,345,421 Total fixed assets $ 26,856,352 $ 977,422 $ 25,878,930 $ 25,482,417 $ 790,306 $ 24,692,111 For the year ended December 31, 2021 the Company issued 5,413 64,950 195,387 5,781 256,235 822,700 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 7. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: Schedule of accounts payable and accrued expenses June 30, December 31, 2022 2021 Accounts payable $ 851,495 $ 1,450,531 Office access deposits 340 340 Accrued compensation 400,798 175,000 Unearned revenue 69,784 – Accrued interest (working interest royalty programs) 1,341,079 – Accrued tax penalties and interest 398,114 398,114 Accounts payable and accrued expenses $ 3,061,610 $ 2,023,985 As of December 31, 2021 the Company accrued $225,000 for a milestone payment to be paid to |
Loans and Notes Payable
Loans and Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Loans and Notes Payable | Note 8. Loans and Notes Payable Loans and Notes payable (including accrued interest) consist of the following: Schedule of loans and notes payable June 30, December 31, 2022 2021 Various promissory notes and convertible notes $ 50,960 $ 50,960 Novus Capital Group LLC Note (a) 283,612 378,854 Triple T Notes 329,613 353,330 National Buick GMC 16,977 19,440 Various Convertible Bridge Notes (b) – 1,075,813 Blue Ridge Bank 410,200 410,200 Small Business Administration 324,267 318,175 JP Morgan Chase Bank 90,645 90,645 Various Promissory Notes (c) 2,308,232 3,416,379 Total Notes Payable $ 3,814,506 $ 6,113,796 Loans and notes payable, current $ 962,405 $ 1,511,447 Loans and notes payable, current attributed to variable interest entity 2,308,232 3,416,379 Loans and notes payable, long term $ 543,869 $ 1,185,970 Schedule of maturities of loans and notes payable 2022 $ 2,787,944 2023 518,114 2024 72,278 2025 68,878 2026 111,979 Thereafter 255,313 Total $ 3,814,506 __________________ (a) On September 5, 2017, the Company acquired patents in the amount of $4,931,380 in which the Company also agreed to assume the encumbering debt on asset in the amount of $334,775 due in December 2019 with no interest accruing until 2020 and a deferred tax liability of $1,043,398. As of April 1 2022, the lender agreed to extend the maturity of the note to April 1, 2023 with an initial payment of $52,448 and approximate monthly payment of $29,432 thereafter until the note is fully paid. (b) In 2021 and 2020 the Company entered into various convertible promissory notes as follows: Throughout 2021 and 2020 the Company entered into convertible promissory notes with an aggregate principal of $ 415,000 10 On October 13, 2020, the Company entered into a convertible promissory note in an amount of $280,500 having an interest rate of 12% per annum. The note bears a 10% Original Issue Discount. The loan shall mature in 1 year and may be convertible at the lower of $12.00 or 80% of the lowest median daily traded price over ten trading days prior to conversion, but in the event of a Qualified Uplist the note may be converted at a 30% discount to market. The Company also issued 3,333 restricted shares with no registration rights in conjunction with this note, which On February 4, 2021, the Company entered into a convertible promissory note in an amount of $277,778 having an interest rate of 12% per annum. The note bears a 10% Original Issue Discount. The loan shall mature in 1 year and may be convertible at the lower of $12.00 or 80% of the lowest median daily traded price over ten trading days prior to conversion, but in the event of a Qualified Uplist the note may be converted at a 30% discount to market. The Company also issued 3,333 restricted shares with no registration rights in conjunction with this note, which (c) Viva Wealth Fund I, LLC is offering up to $25,000,000 in convertible notes in a private offering . As of June 30, 2022, VWFI has raised $10,510,000 and converted $8,575,000 of this debt to VWFI LLC units. A convertible note will convert into the LLC units at the earlier of (i) the date that the Equipment is placed into quality control and testing or (ii) six months from the date of investment. The convertible notes will accrue interest at 12% per annum The termination |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Leases Commencing on September 15, 2019, the Company entered into a five-year lease with Jamboree Center 1 & 2 LLC covering approximately 6,961 square feet of office space in Irvine, CA. Under the terms of the lease agreement, we are required to make the following monthly lease payments: Year 1 $ 21,927 22,832 23,737 24,712 25,686 51,992 On February 1, 2022, the Company entered into a lease agreement for approximately 2,533 square feet of office and manufacturing space located in Las Vegas, Nevada. Commencing on March 1, 2022, the Company entered into a three-year lease with Speedway Commerce Center, LLC. Under the terms of the lease agreement, we are required to make the following monthly lease payments: Year 1 $ 1,950 2,028 2,110 2,418 On March 28, 2022, the Company entered into a lease agreement for approximately 1,469 square feet of office space located in Lehi, Utah. Commencing on April 1, 2022, the Company entered into a three-year lease with Victory Holdings, LLC. Under the terms of the lease agreement, we are required to make the following monthly lease payments: Year 1 is comprised of April to May 2022 $ 867 3,550 3,657 3,766 3,766 On April 1, 2022, the Company entered into a lease agreement for approximately 2,000 square feet of office and warehouse space located in Houston, Texas. Commencing on April 1, 2022, the Company entered into a month-to-month lease with JVS Holdings, Inc. The lease may be terminated at any time or for any reason with a 30-day written notice to terminate. The lease requires a monthly lease payment of $ 2,000 The right-of-use asset for operating leases as of June 30, 2022 and December 31, 2021 was $ 721,550 663,291 199,170 186,086 The following table reconciles the undiscounted cash flows for the leases as of June 30, 2022 to the operating lease liability recorded on the balance sheet: Schedule of lessee operating lease liability 2022 $ 180,195 2023 370,902 2024 304,892 2025 16,135 Total undiscounted lease payments 872,124 Less: Imputed interest 93,074 Present value of lease payments $ 779,050 Operating lease liabilities, current $ 364,103 Operating lease liabilities, long-term $ 414,946 Weighted-average remaining lease term 2.36 Weighted-average discount rate 7.0 The discount rate is the Company’s incremental borrowing rate, or the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Based on an assessment of the Company’s borrowings the incremental borrowing rate was determined to be 7%. Employment Agreements In June 2022, the Company entered into employment agreements with its Chief Executive Officer and Chief Financial Officer, which provide for annual base salaries of $375,000 and $350,000, respectively, and provide for incremental increases in their salaries upon the Company’s achievement of specific performance metrics. The Company is currently accruing substantial portions of both executive’s base salaries (see Note 7). The employment agreements provide for the grant of stock options to the Chief Executive Officer and Chief Financial Officer to purchase up to 955,093 and 917,825 shares of the Company’s common stock, respectively, at an exercise price equal to 110% and 100% of the fair market value of the Company’s common stock on the date of grant. The stock option will vest after two years of continuous employment, subject to acceleration if terminated without cause or resignations for good reason. The agreement also provides that it is anticipated that the executives will receive bonuses for 2022 which will be determined by the Company’s Compensation Committee and Board of Directors after taking into account the general business performance of the Company, including any completed financings and or acquisitions. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 10. Long-term Debt To assist in funding the manufacture of the Company’s Remediation Processing Centers, between 2015 and 2017, the Company entered into two agreements which include terms for the purchase of participation rights for the sale of future revenue of the funded RPCs. The RPCs are estimated to enter scaled up operations in 2022 and make estimated payments. The Company estimates future payments based on revenue projections for the RPCs. Due to delays in scaled up operations (see Note 1 Long Lived Assets Long-term debt consists of the following: Schedule Of Long-Term Debt June 30, December 31, 2022 2021 Principal $ 2,196,233 $ 2,196,233 Accrued interest 3,049,304 4,205,144 Debt discount (219,380 ) (226,823 ) Total long term debt $ 5,026,157 $ 6,174,554 Long term debt, current $ 8,565 $ 3,256 Long term debt $ 5,017,592 $ 6,171,298 The following table sets forth the estimated payment schedule of long-term debt as of June 30, 2022: Schedule of long-term debt maturities 2022 $ 3,525 2023 10,795 2024 14,078 2025 18,359 2026 23,943 Thereafter 2,125,533 Total $ 2,196,233 |
Temporary Equity
Temporary Equity | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity | |
Temporary Equity | Note 11. Temporary Equity The following table shows all changes to temporary equity during for the six months ended June 30, 2021. Schedule of temporary equity Convertible Preferred Stock Series B Series B-1 Series C-1 Shares Amount Shares Amount Shares Amount March 31, 2021 213,583 $ 1,281,500 459,426 $ 3,445,716 260,702 $ 4,615,927 Dividend paid in Series B-1 Preferred Stock – – – – 5,626 42,196 Conversion of Series B and B-1 Preferred Stock to Common Stock (213,583 ) (1,281,500 ) (459,426 ) (3,445,716 ) (266,328 ) (4,658,123 ) June 30, 2021 – $ – – $ – – $ – Convertible Preferred Stock Series B Series B-1 Series C-1 Shares Amount Shares Amount Shares Amount December 31, 2020 216,916 $ 1,301,500 467,728 $ 3,507,981 255,289 $ 4,550,977 Series C-1 Issue for a reduction in stock payables – – – – 5,413 64,950 Dividend paid in Series B-1 Preferred Stock – – – – 5,626 42,196 Conversion of Series B and B-1 Preferred Stock to Common Stock (216,916 ) (1,301,500 ) (467,728 ) (3,507,981 ) (266,328 ) (4,658,123 ) June 30, 2021 – $ – – $ – – $ – During the year ended December 31, 2021, all shares of Series B, B-1, and C-1 Preferred Stock were converted to common stock. |
Noncontrolling Interest
Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Note 12. Noncontrolling Interest For the six months ended June 30, 2022 and 2021, the Company converted $ 3,025,000 735,000 605 147 For the six months ended June 30, 2021 and 2020, the Company paid distributions to Viva Wealth Fund I, LLC unit holders of $ 343,889 none |
Share-Based Compensation & Warr
Share-Based Compensation & Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Share-Based Compensation & Warrants | Note 13. Share-Based Compensation & Warrants Options Generally accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures. As of June 30, 2022 and December 31, 2021, the Company has granted stock-based compensation to employees, including a 16,667 166,667 1,872,918 1,340,703 223,056 133,333 333,334 855,000 730,000 240,000 There were no other options granted during the six months ended June 30, 2022 and 2021, respectively. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the options on the date of issuance are as follows: Schedule of warrant assumptions December 31, 2020 through June 30, 2022 Risk-free interest rate 0.24 3.04 Expected dividend yield None Expected life of warrants 3.33 10 Expected volatility rate 169 273 The following table summarizes all stock option activity of the Company for the six months ended June 30, 2022 and 2021: Schedule of option activity Weighted Weighted Average Average Remaining Number Exercise Contractual of Shares Price Life (Years) Outstanding, December 31, 2021 650,000 $ 12.00 7.53 Granted 2,112,919 2.24 6.60 Exercised (16,667 ) 11.1 – Forfeited (240,000 ) 5.00 – Outstanding, June 30, 2022 2,506,252 $ 4.53 7.39 Exercisable, December 31, 2021 180,000 $ 12.00 7.01 Exercisable, June 30, 2022 890,168 $ 4.74 7.48 Outstanding, December 31, 2020 650,000 $ 12.00 6.41 Outstanding, June 30, 2021 650,000 $ 12.00 5.91 Exercisable, December 31, 2020 47,083 $ 12.00 3.38 Exercisable, June 30, 2021 108,333 $ 12.00 5.10 As of June 30, 2022 and December 31, 2021, the aggregate intrinsic value of the Company’s outstanding options was approximately none. The aggregate intrinsic value will change based on the fair market value of the Company’s common stock. Warrants As of June 30, 2022 and December 31, 2021, the Company had 80,000 no 1,600,000 80,000 5.75 |
Income Tax
Income Tax | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 14. Income Tax The Company calculates its quarterly tax provision pursuant to the guidelines in ASC 740 Income Taxes. ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income. In calculating the effective tax rate, permanent differences between financial reporting and taxable income are factored into the calculation, and temporary differences are not. The estimated annual effective tax rate represents the Company’s estimate of the tax provision in relation to the best estimate of pre-tax ordinary income or loss. The estimated annual effective tax rate is then applied to year-to-date ordinary income or loss to calculate the year-to-date interim tax provision. The Company recorded a provision for income taxes of $ 800 723,911 effective tax rate for the year ending December 31, 2022, which is primarily the result of projected provision from book loss incurred for the year offset by additional valuation allowance on the net operating losses. The Company’s effective tax rate for 2021 was 9.18 As of December 31, 2021, the Company had estimated federal and state net operating loss (NOL) carryforwards of approximately $ 14.3 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events The Company has evaluated subsequent events through the date the financial statements were available to issue. On August 1, 2022, we closed a Membership Interest Purchase Agreement, (the “MIPA”), with Jorgan Development, LLC, a Louisiana limited liability company ("Jorgan") and JBAH Holdings, LLC, a Texas limited liability company ("JBAH" and, together with Jorgan, the "Sellers"), as the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability company ("SFD") and White Claw Colorado City, LLC, a Texas limited liability company ("WCCC" ) whereby, the Company acquired all of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership Interests”), making SFD and WCCC wholly owned subsidiaries of the Company. The purchase price for the Membership Interests is approximately $37.4 million, subject to post-closing adjustments, payable by the Company in a combination of 3,009,552 shares of the Company’s common stock, amount equal to 19.99% of the number of issued and outstanding shares of the Company’s common stock immediately prior to issuance, a secured three-year promissory notes made by the Company in favor of the Sellers, and the assumption of certain liabilities of SFD and WCCC. The shares of the Company’s common stock and the Notes will have an aggregate value of approximately $32,942,939. Sellers have entered into 18-month lock-up agreements at closing with regard to the 3,009,552 common shares issued for consideration for the Membership Interests. Under the MIPA, the Company has committed to make a payment to the Sellers on or before the 18-month anniversary of the closing date in the amount of $16,471,469 whether in cash or unrestricted common stock. In the event of a breach of the terms of the MIPA, the Notes, or the Pledge Agreement, the sole and exclusive remedy of the parties will be to unwind the MIPA transaction. The principal amount of the Notes, together with any and all accrued and unpaid interest thereon, will be paid to the Sellers on a monthly basis in an amount equal to the Monthly Free Cash Flow continuing thereafter on the twentieth (20 th In conjunction with the closing under the MIPA, SFD, WCCC and the Company will enter into a Shared Services Agreement with Endeavor Crude, LLC, a Texas limited liability company affiliated with the Sellers (“Endeavor”), under which Endeavor will provide certain operating and administrative services to SFD and WCCC. In conjunction with the closing we entered into a Master Netting Agreement, hereto (the “Netting Agreement”), with Jorgan, JBAH, Endeavor and White Claw Crude, LLC under which all amounts as a result of all Contracts during a given calendar month shall be netted against all amounts owed as a result of all contracts and the resulting net amount shall be payable. The Netting Agreement includes contracts such as the MIPA, the Notes, any pledge agreements, the Shared Services Agreement, the Crude Petroleum Supply Agreement dated January 1, 2021, by and between WC Crude and SFD, as amended, and the Oil Storage Agreement dated January 1, 2021, by and between WC Crude, as Shipper, and WCCC, as Operator, as amended. In the acquisition of WCCC we also acquired WCC’s Oil Storage Agreement with WC Crude, under which WC Crude has the right, subject to the payment of service and maintenance fees, to store volumes of crude oil and other liquid hydrcarbons at a certain crude oil and liquid hydrocarbon receipt, storage, blending, throughput and delivery terminal operated by WCCC, which expires on December 31, 2031. In the acquisition of SFD, we acquired a Crude Petroleum Supply Agreement with WC Crude (the “Supply Agreement”), under which WC Crude supplies volumes of Crude Petroleum to SFD. WC Crude and SFD will be entered into an amendment to the Supply Agreement, in conjunction with the closing under the MIPA, which provides for the delivery to SFD a minimum of 1,000 sourced barrels per day, and includes a guarantee that when SFD resells these barrels, if SFD does not make at least a $5.00 per barrel margin that WC Crude will pay to SFD the difference between the sales price and $5.00 per barrel In the event that SFD makes more than $5.00 per barrel, SFD will pay WC Crude a profit sharing payment in the amount equal to 10% of the excess price over $5.00 per barrel, which amount will be multiplied by the number of barrels associated with the sale. The Supply Agreement, as amended, will remain in effect through and including December 31,2031. In the acquisition of SFD, we acquired a crude oil gathering, storage, and transportation facility located on approximately 9.3 acres near Delhi, Louisiana, along with its existing sales agreements, where a subsidiary of a large NYSE traded energy company is obligated to purchase blended crude oil from SFD in amounts up to 60,000 barrels per month. With prior approval, SFD is eligible to sell to the Purchaser amounts greater than 60,000 barrels of crude oil per month. In the acquisition of WCCC, we acquired a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas. The storage tank is presently connected to the Lotus pipeline system Subsequent to June 30, 2022, VWFI has raised $430,000 in conjunction with the $25,000,000 private placement offering to sell convertible promissory notes, which convert to VWFI LLC units, to accredited investors to raise funds to manufacture equipment that manufacture RPC Series B. Subsequent to June 30, 2022, VWFI has also converted $30,000 of convertible debt into VWFI LLC units. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COVID-19 | COVID-19 On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease. COVID-19 and the U.S. response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations. In March 2020 we temporarily suspended operations in Kuwait and Utah due to COVID-19 government restrictions, Utah has resumed operations in full. Kuwait has allowed for the Company to obtain site personnel visas to recommence operations. These suspensions have had a negative impact on our business and there can be no guaranty that we will not need to suspend operations again in the future as a result of the pandemic. |
Interim Financial Information | Interim Financial Information The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended December 31, 2021. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the condensed consolidated financial statements. The operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. |
Principles of Consolidation | Principles of Consolidation The Company follows ASC 810-10-15 guidance with respect to accounting for Variable Interest Entities (“VIE”). A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of the entity’s expected residual returns. For the six months ended June 30, 2022 and year ended December 31, 2021 the following entities are considered to be a VIE and are consolidated in our consolidated financial statements: Viva Wealth Fund I, LLC and RPC Design and Manufacturing, LLC. For the six months ended June 30, 2022 and year ended December 31, 2021 the following entities were considered to be a VIE, but were not consolidated in our consolidated financial statements due to a lack of the power criterion or the losses/benefits criterion: Vivaventures UTS I, LLC, Vivaventures Royalty II, LLC, Vivaopportunity Fund, LLC, and International Metals Exchange, LLC. For the six months ended June 30, 2022 and year ended December 31, 2021 the unaudited financial information for the unconsolidated VIEs is as follows: Vivaventures UTSI, LLC held assets of $ 3,383,610 3,753,296 47,049 12,608 2,939,498 2,648,810 1,720 300 2,119,856 2,119,961 no 29,938 30,461 1,900 RPC Design and Manufacturing, LLC: 387,049 629,694 628,828 354,566 Viva Wealth Fund I, LLC: 296,257 199,952 rd th th |
Long Lived Assets | Long Lived Assets The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No impairment charges were incurred during the six months ended June 30, 2022 or for the year ended December 31, 2021, as the Company was still in the early phases of our business plan and operating losses were expected in our early phases. On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease. We have observed supply chain disruptions from the COVID-19 pandemic that has contributed to delays in the completion of the manufacturing of our RPCs, although we do not believe that these delays have constituted a triggering event for impairment of our assets. Our Kuwait operations were suspended to comply with the social distancing measures implemented in Kuwait, but in 2022 has allowed for the Company to obtain site personnel visas to recommence operations. Our Utah operations were temporarily suspended from March through May 2020, but have since resumed in full in its manufacturing of its RPCs, and construction and implementation of site and infrastructure preparations in anticipation of commencing operations in 2022. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future. |
Intangible Assets | Intangible Assets We account for intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” 10 20 We assess our intangible assets in accordance with ASC 360 “ Property, Plant, and Equipment |
Advertising Expense | Advertising Expense Advertising costs are expensed as incurred. The Company did not incur advertising expense for the six months ended June 30, 2022 and 2021. |
Net Income/Loss Per Share | Net Income/Loss Per Share Basic net income (loss) per share is calculated by subtracting any preferred interest distributions from net income (loss), all divided by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method if their effect is dilutive. Potential dilutive instruments as of June 30, 2022 and 2021 include the following: convertible notes payable convertible into approximately 14,560 227,150 none 666,667 2,039,585 183,333 466,667 80,000 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our critical accounting estimates relate to the following: Recoverability of current and noncurrent assets, revenue recognition, stock-based compensation, income taxes, effective interest rates related to long-term debt, marketable securities, cost basis and equity method investments, lease assets and liabilities, equity method investments, valuation of stock used to acquire assets, and derivatives. While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for marketable securities are classified as Level 1 assets due to observable quoted prices for identical assets in active markets. The carrying amounts reported in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. T he recorded values of notes payable approximate their current fair values because of their nature, rates, and respective maturity dates or durations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Schedule of property and equipment, net June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Depreciation Net Book Value Gross Carrying Amount Accumulated Depreciation Net Book Value Office furniture and equipment $ 14,998 $ 4,956 $ 10,042 $ 14,998 $ 4,000 $ 10,998 Vehicles 36,432 22,466 13,966 48,248 26,306 21,942 Precious metal extraction machine- 1 ton 2,280,000 285,000 1,995,000 2,280,000 228,000 2,052,000 Precious metal extraction machine- 10 ton 5,320,000 665,000 4,655,000 5,320,000 532,000 4,788,000 Construction in process: Bioreactors 1,440,000 – 1,440,000 1,440,000 – 1,440,000 Nanosponge/Cavitation device 22,103 – 22,103 22,103 – 22,103 Remediation Processing Unit 1 6,150,506 – 6,150,506 6,249,082 – 6,249,082 Remediation Processing Unit 2 5,489,760 – 5,489,760 5,201,098 – 5,201,098 Remediation Processing Unit System A 3,127,669 – 3,127,669 2,561,467 – 2,561,467 Remediation Processing Unit System B 2,974,884 – 2,974,884 2,345,421 – 2,345,421 Total fixed assets $ 26,856,352 $ 977,422 $ 25,878,930 $ 25,482,417 $ 790,306 $ 24,692,111 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Schedule of accounts payable and accrued expenses June 30, December 31, 2022 2021 Accounts payable $ 851,495 $ 1,450,531 Office access deposits 340 340 Accrued compensation 400,798 175,000 Unearned revenue 69,784 – Accrued interest (working interest royalty programs) 1,341,079 – Accrued tax penalties and interest 398,114 398,114 Accounts payable and accrued expenses $ 3,061,610 $ 2,023,985 |
Loans and Notes Payable (Tables
Loans and Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of loans and notes payable | Schedule of loans and notes payable June 30, December 31, 2022 2021 Various promissory notes and convertible notes $ 50,960 $ 50,960 Novus Capital Group LLC Note (a) 283,612 378,854 Triple T Notes 329,613 353,330 National Buick GMC 16,977 19,440 Various Convertible Bridge Notes (b) – 1,075,813 Blue Ridge Bank 410,200 410,200 Small Business Administration 324,267 318,175 JP Morgan Chase Bank 90,645 90,645 Various Promissory Notes (c) 2,308,232 3,416,379 Total Notes Payable $ 3,814,506 $ 6,113,796 Loans and notes payable, current $ 962,405 $ 1,511,447 Loans and notes payable, current attributed to variable interest entity 2,308,232 3,416,379 Loans and notes payable, long term $ 543,869 $ 1,185,970 |
Schedule of maturities of loans and notes payable | Schedule of maturities of loans and notes payable 2022 $ 2,787,944 2023 518,114 2024 72,278 2025 68,878 2026 111,979 Thereafter 255,313 Total $ 3,814,506 __________________ (a) On September 5, 2017, the Company acquired patents in the amount of $4,931,380 in which the Company also agreed to assume the encumbering debt on asset in the amount of $334,775 due in December 2019 with no interest accruing until 2020 and a deferred tax liability of $1,043,398. As of April 1 2022, the lender agreed to extend the maturity of the note to April 1, 2023 with an initial payment of $52,448 and approximate monthly payment of $29,432 thereafter until the note is fully paid. (b) In 2021 and 2020 the Company entered into various convertible promissory notes as follows: |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of lessee operating lease liability | Schedule of lessee operating lease liability 2022 $ 180,195 2023 370,902 2024 304,892 2025 16,135 Total undiscounted lease payments 872,124 Less: Imputed interest 93,074 Present value of lease payments $ 779,050 Operating lease liabilities, current $ 364,103 Operating lease liabilities, long-term $ 414,946 Weighted-average remaining lease term 2.36 Weighted-average discount rate 7.0 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-Term Debt | Schedule Of Long-Term Debt June 30, December 31, 2022 2021 Principal $ 2,196,233 $ 2,196,233 Accrued interest 3,049,304 4,205,144 Debt discount (219,380 ) (226,823 ) Total long term debt $ 5,026,157 $ 6,174,554 Long term debt, current $ 8,565 $ 3,256 Long term debt $ 5,017,592 $ 6,171,298 |
Schedule of long-term debt maturities | Schedule of long-term debt maturities 2022 $ 3,525 2023 10,795 2024 14,078 2025 18,359 2026 23,943 Thereafter 2,125,533 Total $ 2,196,233 |
Temporary Equity (Tables)
Temporary Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity | |
Schedule of temporary equity | Schedule of temporary equity Convertible Preferred Stock Series B Series B-1 Series C-1 Shares Amount Shares Amount Shares Amount March 31, 2021 213,583 $ 1,281,500 459,426 $ 3,445,716 260,702 $ 4,615,927 Dividend paid in Series B-1 Preferred Stock – – – – 5,626 42,196 Conversion of Series B and B-1 Preferred Stock to Common Stock (213,583 ) (1,281,500 ) (459,426 ) (3,445,716 ) (266,328 ) (4,658,123 ) June 30, 2021 – $ – – $ – – $ – Convertible Preferred Stock Series B Series B-1 Series C-1 Shares Amount Shares Amount Shares Amount December 31, 2020 216,916 $ 1,301,500 467,728 $ 3,507,981 255,289 $ 4,550,977 Series C-1 Issue for a reduction in stock payables – – – – 5,413 64,950 Dividend paid in Series B-1 Preferred Stock – – – – 5,626 42,196 Conversion of Series B and B-1 Preferred Stock to Common Stock (216,916 ) (1,301,500 ) (467,728 ) (3,507,981 ) (266,328 ) (4,658,123 ) June 30, 2021 – $ – – $ – – $ – |
Share-Based Compensation & Wa_2
Share-Based Compensation & Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of warrant assumptions | Schedule of warrant assumptions December 31, 2020 through June 30, 2022 Risk-free interest rate 0.24 3.04 Expected dividend yield None Expected life of warrants 3.33 10 Expected volatility rate 169 273 |
Schedule of option activity | Schedule of option activity Weighted Weighted Average Average Remaining Number Exercise Contractual of Shares Price Life (Years) Outstanding, December 31, 2021 650,000 $ 12.00 7.53 Granted 2,112,919 2.24 6.60 Exercised (16,667 ) 11.1 – Forfeited (240,000 ) 5.00 – Outstanding, June 30, 2022 2,506,252 $ 4.53 7.39 Exercisable, December 31, 2021 180,000 $ 12.00 7.01 Exercisable, June 30, 2022 890,168 $ 4.74 7.48 Outstanding, December 31, 2020 650,000 $ 12.00 6.41 Outstanding, June 30, 2021 650,000 $ 12.00 5.91 Exercisable, December 31, 2020 47,083 $ 12.00 3.38 Exercisable, June 30, 2021 108,333 $ 12.00 5.10 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 6 Months Ended | |||
Feb. 14, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Stockholders' Equity, Reverse Stock Split | 1-for-30 reverse split | |||
Assets | $ 51,699,265 | $ 47,744,245 | ||
Liabilities | 17,838,222 | 20,191,112 | ||
Notes Payable | $ 3,814,506 | 6,113,796 | ||
Warrants issued | 80,000 | |||
Warrants outstanding | 80,000 | |||
Convertible Notes Payable [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,560 | 227,150 | ||
Convertible Series A Preferred Stock [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 666,667 | ||
Stock Options Granted To Employees [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,039,585 | 183,333 | ||
Stock Options Granted To Board Members Or Consultants [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 466,667 | 466,667 | ||
Minimum [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Amortized useful lives | 10 years | |||
Maximum [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Amortized useful lives | 20 years | |||
R P C Design And Manufacturing L L C [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Noncontrolling Interest in Variable Interest Entity | $ 387,049 | 629,694 | ||
RDM [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Notes Payable | 628,828 | 354,566 | ||
Viva Wealth Fund I [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Cash attributable to VIE | 296,257 | 199,952 | ||
Variable Interest Entity, Primary Beneficiary [Member] | Vivaventures UTSI, LLC [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Assets | 3,383,610 | 3,753,296 | ||
Liabilities | 47,049 | 12,608 | ||
Variable Interest Entity, Primary Beneficiary [Member] | Vivaventures Royalty II, LLC [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Assets | 2,939,498 | 2,648,810 | ||
Liabilities | 1,720 | 300 | ||
Variable Interest Entity, Primary Beneficiary [Member] | Vivaopportunity Fund LLC [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Assets | 2,119,856 | 2,119,961 | ||
Liabilities | 0 | |||
Variable Interest Entity, Primary Beneficiary [Member] | International Metals Exchange, LLC [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Assets | 29,938 | 30,461 | ||
Liabilities | $ 1,900 | $ 1,900 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Retained Earnings (Accumulated Deficit) | $ 41,237,559 | $ 35,731,359 |
Cash | 5,204,591 | |
Marketable Securities | $ 1,818,029 | $ 2,231,218 |
Public Offering [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 1,600,000 | |
Proceeds from Issuance or Sale of Equity | $ 8,000,000 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Office and warehouse lease deposits | $ 61,676 | $ 73,245 |
Deposits | 340 | $ 340 |
Professional Service Agencies [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Deposits | 14,288 | |
Vendor [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Deposits | $ 161,458 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Unrealized gain (loss) on marketable securities | $ (1,652,755) | $ (8,949,169) | $ (413,189) | $ 3,734,275 | ||||
Marketable securities | 1,818,029 | 1,818,029 | $ 2,231,218 | |||||
Unrealized gain (loss) on marketable securities | 1,652,755 | 8,949,169 | 413,189 | (3,734,275) | ||||
Odyssey Group [Member] | ||||||||
Investment Owned, Balance, Shares | 3,309,758 | 800,000,000 | ||||||
Proceeds from Sale of Other Investments | 860,491 | |||||||
Unrealized gain (loss) on marketable securities | 595,392 | 1,494,275 | ||||||
Unrealized gain (loss) on marketable securities | (595,392) | (1,494,275) | ||||||
Scepter Holdings [Member] | ||||||||
Unrealized gain (loss) on marketable securities | (413,189) | 2,240,000 | ||||||
Marketable securities | 1,818,029 | 1,818,029 | $ 2,231,218 | $ 800,000 | ||||
Note receivable converted, amount converted | $ 81,768 | |||||||
Note receivable converted, shares received | 26,376,882 | |||||||
Gain (Loss) on disposition of asset | $ 87,044 | |||||||
Unrealized loss on marketable securities | $ 1,652,755 | $ 8,353,777 | ||||||
Unrealized gain (loss) on marketable securities | $ 413,189 | $ (2,240,000) |
Inventories (Details Narrative)
Inventories (Details Narrative) | Jun. 30, 2022 USD ($) |
Inventory [Line Items] | |
Acquisition costs | $ 30,000 |
Fexix Iron [Member] | |
Inventory [Line Items] | |
Acquisition costs | $ 192,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount | $ 26,856,352 | $ 25,482,417 |
Accumulated Depreciation | 977,422 | 790,306 |
Net Book Value | 25,878,930 | 24,692,111 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount | 14,998 | 14,998 |
Accumulated Depreciation | 4,956 | 4,000 |
Net Book Value | 10,042 | 10,998 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount | 36,432 | 48,248 |
Accumulated Depreciation | 22,466 | 26,306 |
Net Book Value | 13,966 | 21,942 |
Precious Metal Extraction Machine- 1 Ton [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount | 2,280,000 | 2,280,000 |
Accumulated Depreciation | 285,000 | 228,000 |
Net Book Value | 1,995,000 | 2,052,000 |
Precious Metal Extraction Machine- 10 Ton [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount | 5,320,000 | 5,320,000 |
Accumulated Depreciation | 665,000 | 532,000 |
Net Book Value | 4,655,000 | 4,788,000 |
Bioreactors [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount | 1,440,000 | 1,440,000 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | 1,440,000 | 1,440,000 |
Nanosponge/Cavitation Device [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount | 22,103 | 22,103 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | 22,103 | 22,103 |
Remediation Processing Unit 1 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount | 6,150,506 | 6,249,082 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | 6,150,506 | 6,249,082 |
Remediation Processing Unit 2 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount | 5,489,760 | 5,201,098 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | 5,489,760 | 5,201,098 |
Remediation Processing Unit System A [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount | 3,127,669 | 2,561,467 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | 3,127,669 | 2,561,467 |
Remediation Processing Unit System B [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount | 2,974,884 | 2,345,421 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | $ 2,974,884 | $ 2,345,421 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 195,387 | $ 5,781 |
Interest Costs Capitalized | $ 256,235 | $ 822,700 |
Equipment [Member] | Series C-1 Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Stock Issued During Period, Shares, Purchase of Assets | 5,413 | |
Prefered stock Series C-1 issued for a reduction in liabilities | $ 64,950 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 851,495 | $ 1,450,531 |
Office access deposits | 340 | 340 |
Accrued compensation | 400,798 | 175,000 |
Unearned revenue | 69,784 | 0 |
Accrued interest (working interest royalty programs) | 1,341,079 | 0 |
Accrued tax penalties and interest | 398,114 | 398,114 |
Accounts payable and accrued expenses | $ 3,061,610 | $ 2,023,985 |
Loans and Notes Payable (Detail
Loans and Notes Payable (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total Notes Payable | $ 3,814,506 | $ 6,113,796 | |
Loans and notes payable, current | 962,405 | 1,511,447 | |
Loans and notes payable, current attributed to variable interest entity | 2,308,232 | 3,416,379 | |
Loans and notes payable, long term | 543,869 | 1,185,970 | |
Various Promissory Notes And Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 50,960 | 50,960 | |
Novus Capital Group L L C Note [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | [1] | 283,612 | 378,854 |
Triple T Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 329,613 | 353,330 | |
National Buick G M C [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 16,977 | 19,440 | |
Various Convertible Bridge Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | [2] | 0 | 1,075,813 |
Blue Ridge Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 410,200 | 410,200 | |
Small Business Administration [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 324,267 | 318,175 | |
J P Morgan Chase Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 90,645 | 90,645 | |
Various Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | $ 2,308,232 | $ 3,416,379 | |
[1]On September 5, 2017, the Company acquired patents in the amount of $4,931,380 in which the Company also agreed to assume the encumbering debt on asset in the amount of $334,775 due in December 2019 with no interest accruing until 2020 and a deferred tax liability of $1,043,398. As of April 1 2022, the lender agreed to extend the maturity of the note to April 1, 2023 with an initial payment of $52,448 and approximate monthly payment of $29,432 thereafter until the note is fully paid.[2]In 2021 and 2020 the Company entered into various convertible promissory notes as follows: |
Loans and Notes Payable (Deta_2
Loans and Notes Payable (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Abstract] | ||
Aggregate principal | $ 415,000 | |
percentage of accrue interest | 10% | 10% |
Commitments (Details)
Commitments (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 180,195 | |
2023 | 370,902 | |
2024 | 304,892 | |
2025 | 16,135 | |
Total undiscounted lease payments | 872,124 | |
Less: Imputed interest | 93,074 | |
Present value of lease payments | 779,050 | |
Operating lease liabilities, current | 364,103 | $ 287,769 |
Operating lease liabilities, long-term | $ 414,946 | |
Weighted-average remaining lease term | 2 years 4 months 9 days | |
Weighted-average discount rate | 7% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 15, 2019 | |
Lease payments next twelve months | $ 180,195 | |||
Lease payments next two months | 370,902 | |||
Lease payments next three months | 304,892 | |||
Lease payments next four months | 16,135 | |||
Lease payment | 2,000 | |||
Right-of-use asset for operating leases | 721,550 | $ 663,291 | ||
Rent expense | 199,170 | $ 186,086 | ||
Jamboree Center [Member] | ||||
Lease payments next twelve months | 21,927 | |||
Lease payments next two months | 22,832 | |||
Lease payments next three months | 23,737 | |||
Lease payments next four months | 24,712 | |||
Lessee, Operating Lease, Liability, to be Paid, Year Five | 25,686 | |||
Security deposit | $ 51,992 | |||
Speedway Commerce Center [Member] | ||||
Lease payments next twelve months | 1,950 | |||
Lease payments next two months | 2,028 | |||
Lease payments next three months | 2,110 | |||
Security deposit | 2,418 | |||
Victory Holdings [Member] | ||||
Lease payments next twelve months | 867 | |||
Lease payments next three months | 3,657 | |||
Lease payments next four months | 3,766 | |||
Security deposit | $ 3,766 | |||
Lease payments next two and three months | $ 3,550 |
Long-term Debt (Details)
Long-term Debt (Details) - Long-Term Debt [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Extinguishment of Debt [Line Items] | ||
Principal | $ 2,196,233 | $ 2,196,233 |
Accrued interest | 3,049,304 | 4,205,144 |
Debt discount | (219,380) | (226,823) |
Total long term debt | 5,026,157 | 6,174,554 |
Long term debt, current | 8,565 | 3,256 |
Long term debt | $ 5,017,592 | $ 6,171,298 |
Temporary Equity (Details)
Temporary Equity (Details) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Dividend paid in Series B-1 Preferred Stock | 0 | 42,196 | |
Convertible Preferred Stock Series B [Member] | |||
Beginning balance, shares | 213,583 | 216,916 | |
Conversion of Series B and B-1 Preferred Stock to Common Stock, shares | (213,583) | (216,916) | |
Ending balance, shares | |||
Convertible Preferred Stock Series B 1 [Member] | |||
Beginning balance, shares | 459,426 | 467,728 | |
Conversion of Series B and B-1 Preferred Stock to Common Stock, shares | (459,426) | (467,728) | |
Ending balance, shares | |||
Convertible Preferred Stock Series C 1 [Member] | |||
Beginning balance, shares | 260,702 | 255,289 | |
Dividend paid in Series B-1 Preferred Stock | 5,626 | 5,626 | |
Conversion of Series B and B-1 Preferred Stock to Common Stock, shares | (266,328) | (266,328) | |
Ending balance, shares | |||
Sercies C-1 Issue for a reduction in stock payables, shares | 5,413 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Viva Wealth Fund I L L C [Member] | ||
Noncontrolling Interest [Line Items] | ||
Payments of Distributions to Affiliates | $ 343,889 | $ 0 |
Viva Wealth Fund I L L C [Member] | ||
Noncontrolling Interest [Line Items] | ||
Debt Conversion, Converted Instrument, Amount | $ 3,025,000 | $ 735,000 |
Debt Conversion, Converted Instrument, Shares Issued | 605 | 147 |
Share-Based Compensation & Wa_3
Share-Based Compensation & Warrants (Details - Assumptions) | 6 Months Ended |
Jun. 30, 2022 | |
Expected dividend yield | 0% |
Minimum [Member] | |
Risk-free interest rate | 0.24% |
Expected life of warrants | 3 years 3 months 29 days |
Expected volatility rate | 169% |
Maximum [Member] | |
Risk-free interest rate | 3.04% |
Expected life of warrants | 10 years |
Expected volatility rate | 273% |
Share-Based Compensation & Wa_4
Share-Based Compensation & Warrants (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 240,000 | ||||
Equity Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares outstanding - beginning | 650,000 | 650,000 | 650,000 | 650,000 | |
Weighted average exercise price - beginning | $ 12 | $ 12 | $ 12 | $ 12 | |
Weighted average contractural term | 7 years 4 months 20 days | 5 years 10 months 28 days | 7 years 6 months 10 days | 6 years 4 months 28 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 2,112,919 | ||||
Weighted average exercise price, granted | $ 2.24 | ||||
Weighted average remaining contractual life (years) | 6 years 7 months 6 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (16,667) | ||||
Weighted average exercise price, exercised | $ 11.1 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | (240,000) | ||||
Weighted average exercise price, forfeited | $ 5 | ||||
Shares outstanding - ending | 2,506,252 | 650,000 | 650,000 | 650,000 | |
Weighted average exercise price - ending | $ 4.53 | $ 12 | $ 12 | $ 12 | |
Shares exercisable | 890,168 | 108,333 | 180,000 | 47,083 | |
Weighted average exercise price - exercisable | $ 4.74 | $ 12 | $ 12 | $ 12 | |
Weighted average contractural term | 7 years 5 months 23 days | 5 years 1 month 6 days | 7 years 3 days | 3 years 4 months 17 days |
Share-Based Compensation & Wa_5
Share-Based Compensation & Warrants (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2018 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option granted | 240,000 | |||
Share-based Payment Arrangement, Noncash Expense | $ 1,340,703 | $ 223,055 | ||
Warrants outstanding | 80,000 | 0 | ||
Warrants issued | 80,000 | |||
Warrants exercise price | $ 5.75 | |||
Public Offering [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,600,000 | |||
Employees [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option granted | 1,872,918 | |||
Share Stock Award [Member] | Employees [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option granted | 16,667 | |||
Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | $ 1,340,703 | $ 223,056 | ||
Stock Options [Member] | Employees [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option granted | 166,667 | |||
Non Statutory Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | $ 855,000 | $ 730,000 | ||
Non Statutory Stock Options [Member] | Board Of Directors [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option granted | 133,333 | |||
Non Statutory Stock Options [Member] | Consultant [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option granted | 333,334 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Provision for income taxes | $ 0 | $ (296,477) | $ 800 | $ 723,911 | |
Effective tax rate | 9.18% | ||||
Net Operating losses | $ 14,300,000 |