Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 13, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | VICTORY OILFIELD TECH, INC. | |
Entity Central Index Key | 700,764 | |
Trading Symbol | VYEY | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 28,037,713 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Total revenue | $ 399,000 | $ 399,000 | ||
Total cost of revenue | 215,286 | 215,286 | ||
Gross profit | 183,714 | 183,714 | ||
Operating expenses | ||||
Selling, general and administrative | 767,689 | 512,097 | 12,817,214 | 1,583,200 |
Total operating expenses | 767,689 | 512,097 | 12,817,214 | 1,583,200 |
Loss from operations | (583,976) | (512,097) | (12,633,500) | (1,583,200) |
Other income/(expense) | ||||
Interest expense | (67,402) | (106,742) | (189,462) | (294,733) |
Total other income/(expense) | (67,402) | (106,742) | (189,462) | (294,733) |
Loss from continuing operations before tax benefit | (651,378) | (618,839) | (12,822,962) | (1,877,933) |
Tax benefit | ||||
Loss from continuing operations | (651,378) | (618,839) | (12,822,962) | (1,877,933) |
Income/(loss) from discontinued operations | 41,582 | 13,711 | 127,029 | (5,544) |
Loss applicable to common stockholders | $ (609,795) | $ (605,128) | $ (12,695,933) | $ (1,883,477) |
Basic and diluted: | ||||
Loss per share from continuing operations | $ (0.02) | $ (0.75) | $ (0.67) | $ (2.29) |
Income (loss) per share from discontinued operations | 0 | 0.02 | 0.01 | (0.01) |
Loss per share, basic and diluted | $ (0.02) | $ (0.74) | $ (0.67) | $ (2.29) |
Weighted average shares, basic and diluted | 28,034,087 | 821,588 | 19,017,292 | 821,588 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ (11,225,535) | $ 24,383 |
Accounts receivables, net | 362,034 | |
Inventory | 61,328 | |
Prepaid & other current assets | 102,961 | 112,217 |
Total current assets | 582,389 | 136,600 |
Property, plant and equipment, net | 792,180 | 489 |
Goodwill | 117,534 | |
Other intangible assets, net | 17,557,977 | 17,630,000 |
Deposits | 1,750 | 1,750 |
Total Assets | 19,051,830 | 17,768,839 |
Current Liabilities | ||
Accounts payable | 688,621 | 590,870 |
Accrued and other short term liabilities | 105,164 | 383,564 |
Short term notes payable, net | 1,063,795 | |
Short term notes payable - affiliate, net | 830,500 | 896,500 |
Total current liabilities | 2,688,080 | 1,870,934 |
Long term notes payable, net | 314,260 | |
Deferred tax liability | 200,856 | |
Total long term liabilities | 515,115 | |
Total Liabilities | 3,203,195 | 1,870,934 |
Stockholders Equity/(Deficit) | ||
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,037,713 shares and 5,206,174 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 28,038 | 5,206 |
Receivable for stock subscription | (245,000) | (4,800,000) |
Additional paid-in capital | 95,622,557 | 87,552,737 |
Accumulated deficit | (79,556,969) | (66,861,036) |
Total stockholders' equity | 15,848,635 | 15,897,905 |
Total Liabilities and Stockholders' Equity | 19,051,830 | 17,768,839 |
Preferred Series B stock | ||
Stockholders Equity/(Deficit) | ||
Preferred stock, value | 800 | |
Preferred Series C stock | ||
Stockholders Equity/(Deficit) | ||
Preferred stock, value | 180 | |
Preferred Series D stock | ||
Stockholders Equity/(Deficit) | ||
Preferred stock, value | $ 8 | $ 18 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 28,037,713 | 5,206,174 |
Common stock, outstanding | 28,037,713 | 5,206,174 |
Preferred Series B stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 0 | 800,000 |
Preferred stock, shares issued | 0 | 800,000 |
Preferred stock, shares outstanding | 0 | 800,000 |
Preferred Series C stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 0 | 810,000 |
Preferred stock, shares issued | 0 | 180,000 |
Preferred stock, shares outstanding | 0 | 180,000 |
Preferred Series D stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 8,333 | 18,333 |
Preferred stock, shares outstanding | 8,333 | 18,333 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (12,695,933) | $ (1,883,477) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Accretion of asset retirement obligations | 9,118 | |
Amortization of deferred financing costs | 6,237 | |
Amortization of debt discount | 16,425 | 210,000 |
Amortization of intangible assets | 244,542 | |
Issuance of short term notes payable | 747,406 | |
Warrants issued with note payable | 37,109 | |
Depletion, accretion, depreciation and amortization | 27,670 | 78,234 |
Share-based compensation | 108,350 | 236,221 |
Change in operating assets and liabilities: | ||
Accounts receivable | (97,956) | 6,624 |
Accounts receivable - affiliate | (70,272) | |
Inventory | (6,964) | |
Prepaid & other current assets | 19,189 | (145) |
Accounts payable | 50,966 | 151,736 |
Accrued liabilities - related parties | (255,441) | |
Accrued and other short term liabilities | (14,014) | (7,422) |
Accrued interest on short term notes payable - affiliate | 122,200 | 50,000 |
Net cash used in operating activities | (11,441,009) | (1,468,587) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Revisions of furniture and fixtures | 3,261 | |
Acquisition of Pro-Tech, net of cash acquired | (832,039) | |
Net cash provided by (used in) investing activities | (832,039) | 3,261 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Non-controlling interest contributions | 1,170,000 | |
Debt financing proceeds - affiliate | 1,222,000 | 820,000 |
Principal payments of debt financing | (570,500) | |
Contributions - affiliate | (190,000) | |
Conversion of preferred stock | 244,997 | |
Redemption of preferred stock | (253,868) | |
Net cash provided by financing activities | 1,023,129 | 1,419,500 |
Net change in cash and cash equivalents | (11,249,918) | (45,826) |
Beginning cash and cash equivalents | 24,383 | 56,456 |
Ending cash and cash equivalents | (11,225,535) | 10,630 |
Cash paid for: | ||
Interest | 13,250 | 20,469 |
Non-cash investing and financing activities: | ||
Accrued interest and amortization of debt discount | 122,061 | 274,264 |
Revisions to depreciation | 4,864 | |
Intangible Assets | $ 172,519 | $ 17,630,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization and nature of operations Victory Oilfield Tech, Inc. (“Victory”), a Nevada corporation, is an oilfield technology products company offering patented oil and gas drilling products designed to improve well performance and extend the lifespan of the industry’s most sophisticated and expensive equipment. On July 31, 2018, Victory entered into an agreement to acquire Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation (“Pro-Tech”), which provides various hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars. See Note 3, Pro-Tech Acquisition Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Victory for all periods presented and the accounts of Pro-Tech for periods occurring after the date of acquisition. All significant intercompany transactions and accounts between Victory and Pro-Tech (together, the “Company”) have been eliminated. The preparation of the Company’s financial statements is in conformity with U.S. generally accepted accounting principles (“GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of the Company’s management, the unaudited interim financial information contained herein includes all normal recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2018, and the results of its operations and cash flows for the three and nine months ended September 30, 2018 and 2017. Selling, general and administrative expenses for the nine months ended September 30, 2018 on the Company’s condensed consolidated statement of operations, along with Accumulated deficit on the Company’s condensed consolidated balance sheet as of September 30, 2018, have been adjusted to reflect a $150,000 reduction to Selling, general and administrative expenses as reported on the Company’s form 10-Q as filed for the six months ended June 30, 2018. The adjustment was necessary because the amount deposited into escrow related to the acquisition of Pro-Tech was recorded to expense rather than to Current Assets. See Note 3, Pro-Tech Acquisition The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the full year or any future periods. Going Concern Historically the Company has experienced, and the Company continues to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance of the condensed consolidated financial statements. The condensed consolidated financial statements do not reflect any adjustments that might result if the Company was unable to continue as a going concern. The Company anticipates that operating losses will continue in the near term as Management continues efforts to transition to a technology-focused oilfield services company. The Company intends to meet near-term obligations through funding under the New VPEG Note, in addition to the Proposed Private Placement (both defined below in Note 4, Related Party Transactions |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers For the three and nine months ended September 30, 2018, all of the Company’s revenue was recognized from contracts with oilfield operators, and the Company did not recognize impairment losses on any receivables or contract assets. Because the Company’s contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech’s customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, the Company records an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. Due to historically very low uncollectible balances and no specific indications of current uncollectibility, the Company has not recorded an allowance for doubtful accounts at September 30, 2018. If the financial conditions of Pro-Tech’s customers were to deteriorate or if general economic conditions were to worsen, additional allowances may be required in the future. As of September 30, 2018, one customer comprised 21%, one customer comprised 19% and a third customer comprised 15% of the Company’s gross accounts receivables. Inventory The Company’s inventory balances are stated at the lower of cost or net realizable value on a first-in, first-out basis. See Note 6, Inventory Property, Plant and Equipment Property, Plant and Equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. When property, plant and equipment is disposed of, the cost and related accumulated depreciation are removed from the condensed consolidated balance sheets and any gain or loss is included in Other income/(expense) in the condensed consolidated statement of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 years Office equipment 5 - 7 years Computer hardware and software 3 - 5 years See Note 7, Property, Plant and Equipment Goodwill and Other Intangible Assets Finite-lived intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We perform an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To date, an impairment of goodwill has not been recorded. The Company’s Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. See Note 3, Pro-Tech Acquisition The Company’s contract-based intangible assets include an agreement to sublicense certain patents belonging to AVV (the “AVV Sublicense”) and a license (the “Trademark License”) to the trademark of Liquidmetal Coatings Enterprises LLC (“Liquidmetal”). The contract-based intangible assets have useful lives of approximately 11 years for the AVV Sublicense and 15 years for the Trademark License. With the initiation of a multi-year strategy plan involving synergies between the acquisition of Pro-Tech and the Company’s existing intellectual property, the Company has begun to use the economic benefits of its intangible assets, and therefore began amortization of its intangible assets on a straight-line basis over the useful lives indicated above beginning July 31, 2018, the effective date of the Pro-Tech acquisition. See Note 8, Goodwill and Other Intangible Assets Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company’s condensed consolidated financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Share-Based Compensation The Company from time to time may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. In all cases, the Company calculates share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date on a straight-line basis over the requisite service period, which in the case of third party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations. See Note 11, Share-Based Compensation Recently Issued Accounting Standards On May 17, 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Scope of Modification Accounting (clarifies Topic 718) Compensation – Stock Compensation In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting |
Pro-Tech Acquisition
Pro-Tech Acquisition | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Pro-Tech Acquisition | 3. Pro-Tech Acquisition On July 31, 2018, the Company entered into a stock purchase agreement (the “Purchase Agreement”) to purchase 100% of the issued and outstanding common stock of Pro-Tech, a hardbanding service provider servicing Oklahoma Texas, Kansas, Arkansas, Louisiana, and New Mexico. The Company believes that the acquisition of Pro-Tech will create opportunities to leverage its existing portfolio of intellectual property to fulfill its mission of operating as a technology-focused oilfield services company. In exchange for the outstanding common stock of Pro-Tech, Victory agreed to pay consideration of $1,386,573, comprised of the following: (i) a total of $500,000 in cash at closing, including $150,000 previously deposited into escrow; (ii) 11,000 shares of the Company’s common stock valued at $0.75 per share; (iii) $264,078 in cash on the 60th day following the closing date, and (iv) a zero-coupon note payable with discounted value of $614,223 at the date of acquisition (for further information, see Note 9, Notes Payable The estimates and assumptions used to determine the allocation of the purchase price are subject to change during the allowable allocation period, which is up to one year from the acquisition date. The Company believes the methodology and estimates utilized to determine the net tangible assets and intangible assets are reasonable. Net tangible assets acquired, at fair value $ 1,100,575 Intangible assets acquired: Customer relationships 129,680 Trademark 42,840 Goodwill 113,478 Total purchase price $ 1,386,573 The following table summarizes the components of the net tangible assets acquired, at fair value: Cash and cash equivalents $ 203,716 Accounts receivable 264,078 Inventories 54,364 Property and equipment 819,361 Deferred tax liability (200,856 ) Other assets and liabilities, net (40,088 ) Net tangible assets acquired $ 1,100,575 Pro-Tech’s results of operations subsequent to the July 31, 2018 acquisition date are included in the Company’s condensed consolidated financial statements. The below unaudited combined pro-forma financial data of Victory and Pro-Tech reflects results of operations as though the companies had been combined as of the beginning of each of the periods presented. Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Pro forma combined net revenue $ 494,927 $ 456,801 $ 1,588,714 $ 1,205,170 Pro forma combined net loss $ (694,618 ) $ (515,345 ) $ (12,662,166 ) $ (1,672,562 ) Pro forma combined net loss per share (basic) $ (0.02 ) $ (0.02 ) $ (0.67 ) $ (0.05 ) Pro forma combined net loss per share (diluted) $ (0.02 ) $ (0.02 ) $ (0.67 ) $ (0.05 ) This unaudited pro-forma combined financial data is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the merger had taken place at the beginning of each of the periods presented. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions VPEG Private Placement On February 3, 2017, the Company completed a private placement (the “VPEG Private Placement”) with Visionary Private Equity Group I, LP, a Missouri limited partnership (“VPEG”), pursuant to which VPEG purchased a unit comprised of $320,000 principal amount of a 12% unsecured six-month promissory note and a common stock purchase warrant to purchase 136,928 shares of common stock at an exercise price of $3.5074 per share. Visionary PE GP I, LLC is the general partner of VPEG and Dr. Ronald Zamber, a director of the Company, is the Managing Director of Visionary PE GP I, LLC. The value attributed to the warrants issued in connection with the VPEG Private Placement was amortized over the life of the underlying promissory note using a method consistent with the interest method and reported in interest expense. Interest expense related to this amortization was $40,296 and $210,000 for the three and nine months ended September 30, 2017. No interest expense was recorded on the VPEG Private Placement for the three and nine months ended September 30, 2018. Navitus Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the “Navitus Settlement Agreement”) with Dr. Ronald Zamber and Mr. Greg Johnson, an affiliate of Navitus, pursuant to which all obligations of the Company to Dr. Zamber and Mr. Johnson to repay indebtedness for borrowed money, which totaled approximately $520,800, was converted into approximately 65,591 shares of Series C Preferred Stock, approximately 46,700 shares of which were issued to Dr. Zamber and approximately 18,891 shares of which were issued to Mr. Johnson. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 342,633 shares of common stock, with 243,948 shares issued to Dr. Zamber and 98,685 shares issued to Mr. Johnson. Insider Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the “Insider Settlement Agreement”) with Dr. Ronald Zamber and Mrs. Kim Rubin Hill, the wife of Kenneth Hill, the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to which all obligations of the Company to Dr. Zamber and Mrs. Hill to repay indebtedness for borrowed money, which totaled approximately $35,000, was converted into approximately 4,408 shares of Series C Preferred Stock, approximately 1,889 shares of which were issued to Dr. Zamber and approximately 2,519 shares of which were issued to Mrs. Hill. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 23,027 shares of common stock, with 9,869 shares issued to Dr. Zamber and 13,158 shares issued to Mrs. Hill. VPEG Note On August 21, 2017, the Company entered into a secured convertible original issue discount promissory note issued by the Company to VPEG (the “VPEG Note”). The VPEG Note reflects an original issue discount of $50,000 such that the principal amount of the VPEG Note is $550,000, notwithstanding the fact that the loan is in the amount of $500,000. The VPEG Note does not bear any interest in addition to the original issue discount, matures on September 1, 2017, and is secured by a security interest in all of the Company’s assets. On October 11, 2017, the Company and VPEG entered into an amendment to the VPEG Note, pursuant to which the parties agreed to (i) increase the loan amount to $565,000, (ii) increase the principal amount of the VPEG Note to $621,500, reflecting an original issue discount of $56,500 and (iii) extend the maturity date to November 30, 2017. On January 17, 2018, the Company and VPEG entered into a second amendment to the VPEG Note, pursuant to which the parties agreed (i) to extend the maturity date to a date that is five business days following VPEG’s written demand for payment on the VPEG Note; (ii) that VPEG will have the option but not the obligation to loan the Company additional amounts under the VPEG Note; and (iii) that, in the event that VPEG exercises its option to convert the note into shares of common stock at any time after the maturity date and prior to payment in full of the principal amount of the VPEG Note, the Company shall issue to VPEG a five year warrant to purchase a number of additional shares of common stock equal to the number of shares issuable upon such conversion, at an exercise price of $1.52 per share. VPEG Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the “VPEG Settlement Agreement”) with VPEG, pursuant to which all obligations of the Company to VPEG to repay indebtedness for borrowed money (other than the VPEG Note), which totaled approximately $873,409.64, was converted into approximately 110,000 shares of Series C Preferred Stock. Pursuant to the VPEG Settlement Agreement, the 12% unsecured six-month promissory note was repaid in full and terminated, but VPEG retained the common stock purchase warrant. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 574,612 shares of common stock. Transaction Agreement On August 21, 2017, the Company entered into a transaction agreement (the “Transaction Agreement”) with Armacor Victory Ventures, LLC, a Delaware limited liability company (“AVV”), pursuant to which AVV (i) granted to the Company a worldwide, perpetual, royalty free, fully paid up and exclusive sublicense to all of AVV’s owned and licensed intellectual property for use in the Oilfield Services industry, except for a tubular solutions company headquartered in France, and (ii) agreed to contribute to the Company $5,000,000 (the “Cash Contribution”), in exchange for which the Company issued 800,000 shares of its newly designated Series B Convertible Preferred Stock. To date, AVV has contributed a total of $255,000 to the Company. On August 21, 2017, in connection with the Transaction Agreement, the Company entered into a settlement agreement and mutual release with David McCall, the former general counsel and former director of Victory (the “McCall Settlement Agreement”), pursuant to which all obligations of the Company to David McCall to repay indebtedness related to payment for legal services rendered by David McCall, which totaled $380,323 including accrued interest, was converted into 20,000 shares of the Company’s newly designated Series D Preferred Stock. During the three and nine months ended September 30, 2017, the Company did not redeem any shares of Series D Preferred Stock. During the three and nine months ended September 30, 2018, the Company redeemed 3,333 and 13,333 shares, respectively of Series D Preferred Stock for cash payments of $63,388 and $253,550, respectively. Supplementary Agreement On April 10, 2018, the Company and AVV entered into a supplementary agreement (the “Supplementary Agreement”) to address breaches or potential breaches under the Transaction Agreement, including AVV’s failure to contribute the full amount of the Cash Contribution. Pursuant to the Supplementary Agreement, the Series B Convertible Preferred Stock issued under the Transaction Agreement was canceled and, in lieu thereof, the Company issued to AVV 20,000,000 shares of its common stock (the “AVV Shares”). The Supplementary Agreement contains certain covenants by AVV, including a covenant that AVV will use its best efforts to help facilitate approval of a proposed $7 million private placement of the Company’s common stock at a price per share of $0.75, which will include 50% warrant coverage at an exercise price of $0.75 per share (the “Proposed Private Placement”), and that AVV will invest a minimum of $500,000 in the Proposed Private Placement. On April 23, 2018, the Company filed a Certificate of Withdrawal with the Nevada Secretary of State to withdraw the designation of the Series B Convertible Preferred Stock and return such shares to undesignated preferred stock of the Company. Settlement Agreement On April 10, 2018, the Company and VPEG entered into a settlement agreement and mutual release (the “Settlement Agreement”), pursuant to which VPEG agreed to release and discharge the Company from its obligations under the VPEG Note. Pursuant to the Settlement Agreement, and in consideration and full satisfaction of the outstanding indebtedness of $1,410,200 under the VPEG Note, the Company issued to VPEG 1,880,267 shares of its common stock and a five-year warrant to purchase 1,880,267 shares of its common stock at an exercise price of $0.75 per share, to be reduced to the extent the actual price per share in the Proposed Private Placement is less than $0.75. On April 10, 2018, in connection with the Settlement Agreement, the Company and VPEG entered into a loan Agreement (the “New Debt Agreement”), pursuant to which VPEG may, at is discretion, loan to VPEG up to $2,000,000 under a secured convertible original issue discount promissory note (the “New VPEG Note”). Any loan made pursuant to the New VPEG Note will reflect a 10% original issue discount, will not bear interest in addition to the original issue discount, will be secured by a security interest in all of the Company’s assets, and at the option of VPEG will be convertible into shares of the Company’s common stock at a conversion price equal to $0.75 per share or, such lower price as shares of Common Stock are sold to investors in the Proposed Private Placement. The balance of the New VPEG Note was $0 and $720,000 as of December 31, 2017 and September 30, 2018, respectively (see Note 9, Notes Payable Consulting Fees During the three months ended September 30, 2018 and 2017, the Company paid $35,000 and $0, respectively, in consulting fees to Kevin DeLeon, a director of the Company. During the nine months ended September 30, 2018 and 2017, the Company paid $95,030 and $0, respectively, in consulting fees to Kevin DeLeon. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 5. Discontinued operations On August 21, 2017, the Company entered into a divestiture agreement with Navitus, which was amended on September 14, 2017 (the “Divestiture Agreement”). Pursuant to the Divestiture Agreement, the Company agreed to divest and transfer its 50% ownership interest in Aurora to Navitus, which owned the remaining 50% interest, in consideration for a release from Navitus of all of the Company’s obligations under the second amended partnership agreement, dated October 1, 2011, between the Company and Navitus, including, without limitation, obligations to return to Navitus investors their accumulated deferred capital, deferred interest and related allocations of equity. Closing of the Divestiture Agreement was subject to customary closing conditions and certain other specific conditions, including the issuance of 4,382,872 shares of the Company’s common stock to Navitus and the payment or satisfaction by the Company of all indebtedness or other liabilities of Aurora, totaling approximately $1.2 million. Closing of the Divestiture Agreement was completed on December 13, 2017, and the Company issued 4,382,872 shares of common stock to Navitus on December 14, 2017. Aurora’s revenues, related expenses and loss on disposal are components of “income (loss) from discontinued operations” in the condensed consolidated statements of operations. The condensed consolidated statement of cash flows is reported on a consolidated basis without separately presenting cash flows from discontinued operations for all periods presented. Results from discontinued operations were as follows. Three Months Ended Nine Months Ended 2018 2017 2018 2017 Revenues from discontinued operations $ 69,882 $ 57,764 $ 210,411 $ 213,744 Income (loss) from discontinued operations before tax benefit 41,582 13,711 127,029 (5,544 ) Tax benefit - - - - Net income (loss) from discontinued operations 41,582 13,711 127,029 (5,544 ) Loss on disposal of discontinued operations, net of tax - - - - Income (loss) from discontinued operations, net of tax $ 41,582 $ 13,711 $ 127,029 $ (5,544 ) |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | 6. Inventory Inventory consists of products purchased by Pro-Tech for use in the process of providing hardbanding services. No impairment losses on inventory were recorded for the three or nine months ended September 30, 2018 and 2017. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 7. Property, plant and equipment Property, plant and equipment, at cost, consisted of the following: September 30, Trucks $ 491,299 Welding equipment 285,991 Office equipment 23,408 Machinery and equipment 18,663 Furniture and equipment 12,767 Computer hardware 8,663 Computer software 22,191 Total property, plant and equipment, at cost 862,982 Less -- accumulated depreciation (70,803 ) Property, plant and equipment, net $ 792,179 Depreciation expense for the three months ended September 30, 2018 and 2017 was $27,358 and $1,461, respectively. Depreciation expense for the nine months ended September 30, 2018 and 2017 was $27,670 and $10,779, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 8. Goodwill and Other Intangible Assets The Company recorded $244,542 of amortization of intangible assets for both the three and nine months ended September 30, 2018, and no amortization of intangible assets for the three and nine months ended September 30, 2017. The following table shows intangible assets and related accumulated amortization as of September 30, 2018 and December 31, 2017. September 30, December 31, AVV sublicense $ 11,330,000 $ 11,330,000 Trademark license 6,030,000 6,030,000 Non-compete agreements 270,000 270,000 Pro-Tech customer relationships 129,680 - Pro-Tech trademark 42,840 - Accumulated amortization (244,542 ) - Other intangible assets, net $ 17,557,977 $ 17,630,000 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 9. Notes Payable Rogers Note In February 2015, the Company entered into an 18% Contingent Promissory Note in the amount of $250,000 with Louise H. Rogers (the “Rogers Note”), in connection with a proposed business combination with Lucas Energy Inc. Subsequent to the issuance of the Rogers Note, the Company and Louise H. Rogers entered into an agreement (the “Rogers Settlement Agreement”) to terminate the Rogers Note with a lump sum payment of $258,125 to be made on or before July 15, 2015. The Company’s failure to make the required payment resulted in default interest on the amount due accruing at a rate of $129.0625 per day. The amount due pursuant to the Rogers Settlement Agreement, including accrued interest, was $409,515 at September 30, 2018 and is reported in Short-term notes payable on the Company’s condensed consolidated balance sheets. At December 31, 2017, the amount due pursuant to the Rogers Settlement Agreement, including accrued interest, was $374,281 and was included in Accrued liabilities in the consolidated balance sheets in the Company’s Annual Report on Form 10-K. Attorney fees due in connection with the Rogers Settlement Agreement were included in Accounts payable on the consolidated balance sheets at December 31, 2017 and the condensed consolidated balance sheets at September 30, 2018. The Company recorded interest expense of $11,874 and $35,234 related to the Rogers Settlement Agreement for the three and nine months ended September 30, 2018, respectively. The Company also recorded interest expense of $11,874 and $35,234 related to the Rogers Settlement Agreement for the three and nine months ended September 30, 2017, respectively. See Note 15, Subsequent Events Kodak Note On July 31, 2018, the Company entered into a loan agreement to fund the acquisition of Pro-Tech with Kodak Brothers Real Estate Cash Flow Fund, LLC, a Texas limited liability company (“Kodak”), pursuant to which the Company borrowed $375,000 from Kodak under a 10% secured convertible promissory note maturing March 31, 2019 (the “Kodak Note”). Pursuant to the issuance of the Kodak Note, the Company issued to an affiliate of Kodak a five-year warrant to purchase 375,000 shares of the Company’s common stock with an exercise price of $0.75 per share (the “Kodak Warrants”). The grant date fair value of the Kodak Warrants was recorded as a discount on the Kodak Note and will be amortized into interest expense using a method consistent with the interest method. The Company recorded interest expense of $15,527 and $15,527 related to the Kodak Note for the three and nine months ended September 30, 2018, respectively. Matheson Note In connection with the Purchase Agreement (see Note 3, Pro-Tech Acquisition The Company recorded interest expense of $7,148 and $7,148 related to the Matheson Note for the three and nine months ended September 30, 2018, respectively. New VPEG Note See Note 4, Related Party Transactions The Company recorded interest expense of $23,500 and $75,500 related to the New VPEG Note for the three and nine months ended September 30, 2018, respectively. No interest expense was recorded on the New VPEG Note for the three and nine months ended September 30, 2017. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Preferred Stock On August 21, 2017, the Company designated 810,000 shares as Series C Preferred Stock and issued 180,000 shares. On January 24, 2018, all shares of Series C Preferred Stock were automatically converted into 940,272 shares of common stock. On February 5, 2018, the Company filed a Certificate of Withdrawal with the Nevada Secretary of State to withdraw the designation of the Series C Preferred Stock and return such shares to undesignated preferred stock of the Company. On August 21, 2017, the Company designated 800,000 shares as Series B Preferred Stock and issued 800,000 shares. On April 10, 2018, all shares of Series B Preferred Stock were canceled. On April 23, 2018, the Company filed a Certificate of Withdrawal with the Nevada Secretary of State to withdraw the designation of the Series B Preferred Stock and return such shares to undesignated preferred stock of the Company. Common Stock On July 31, 2018, the Company issued 11,000 shares of its $0.001 par value common stock to Stewart Matheson, the seller of Pro-Tech, in connection with the acquisition. See Note 3, Pro-Tech Acquisition |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 11. Share-Based Compensation 2014 Long-Term Incentive Plan In 2014, the Board of Directors and stockholders of the Company approved the 2014 Long Term Incentive Plan for the employees, directors and consultants of the Company and its affiliates. As of September 30, 2018, 3,367,500 shares of unrestricted common stock and 595,000 options had been issued under the 2014 Long Term Incentive Plan, with 131,579 unvested shares remaining. As of September 30, 2018, no shares remain available under the 2014 Long Term Incentive Plan. 2017 Equity Incentive Plan On September 14, 2017, the Board of Directors of the Company approved the Victory Energy Corporation 2017 Equity Incentive Plan (the “2017 Plan”), which was adopted by the Company’s stockholders on November 20, 2017. The 2017 Plan provides for awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, performance share awards, and performance compensation awards to officers, employees, consultants, and directors of the Company and its subsidiaries. The plan is administered by the compensation committee. The maximum number of shares of common stock that may be delivered to participants under the 2017 Plan is 15,000,000 shares. Shares subject to an award under the 2017 Plan for which the award is canceled, forfeited or expires again become available for grants under the 2017 Plan. The maximum number of shares that may be covered by awards to any single individual in any year is 250,000 shares. As of September 30, 2018, no shares of unrestricted common stock and no options had been issued under the 2017 Plan. For the three and nine months ended September 30, 2018, the Company did not grant stock awards to directors, officers, or employees. For both the three and nine months ended September 30, 2017, the Company granted 197,369 stock options with a related fair value of $1.52 per option. As of September 30, 2018, the total unrecognized share-based compensation balance for unvested options, net of expected forfeitures, was $200,000 and is expected to be amortized over a weighted-average period of 2.0 years. The Company recognized share-based compensation expense from stock options of $53,805 and $161,472 for the three months ended September 30, 2018 and 2017, respectively and $108,350 and $286,221 for the nine months ended September 30, 2018 and 2017, respectively. In addition, the Company recognized $11,281,602 of share-based compensation in connection with the Settlement Agreement. See Note 4, Related Party Transactions |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies We are subject to legal claims and litigation in the ordinary course of business, including but not limited to employment, commercial and intellectual property claims. The outcome of any such matters is currently not determinable, and the Company is not actively involved in any ongoing litigation as of the date of this report. Rent expense for the three months ended September 30, 2018 and 2017 was $7,500 and $7,500, respectively. Rent expense for the nine months ended September 30, 2018 and 2017 was $22,500 and $22,500, respectively. The Company’s office space is leased on a month-to-month basis, and therefore future annual minimum payments under non-cancellable operating leases were $0 and $0 for the nine months ended September 30, 2018 and 2017, respectively. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 13. Segment and Geographic Information The Company has one reportable segment: Hardband Services. Hardband Services provides various hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars. All Hardband Services revenue is generated in the United States, and all assets related to Hardband Services are located in the United States. Because the Company operates with only one reportable segment in one geographical area, there is no supplementary revenue or asset information to present. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share Basic loss per share is computed using the weighted average number of common shares outstanding at September 30, 2018 and 2017, respectively. Diluted loss per share reflects the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Basic and diluted weighted average number of common shares outstanding was 28,034,087 and 821,588 for the three months ended September 30, 2018 and 2017, respectively and 19,017,292 and 821,588 for the nine months ended September 30, 2018 and 2017, respectively. The following table sets forth the computation of net loss per common share – basic and diluted: Three months ended Nine months ended 2018 2017 2018 2017 Numerator: Net loss $ (609,795 ) $ (605,128 ) $ (12,695,933 ) $ (1,883,477 ) Denominator Basic weighted average common shares outstanding 28,034,087 821,588 19,017,292 821,588 Effect of dilutive securities - - - - Diluted weighted average common shares outstanding 28,034,087 821,588 19,017,292 821,588 Net loss per common share Basic $ (0.02 ) $ (0.74 ) $ (0.67 ) $ (2.29 ) Diluted $ (0.02 ) $ (0.74 ) $ (0.67 ) $ (2.29 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events Amendment of Rogers Settlement Agreement On October 17, 2018, the Company entered into a settlement agreement with Louise H. Rogers (the “New Rogers Settlement Agreement”), pursuant to which the amount owed by the Company under the Rogers Settlement Agreement was reduced to a $375,000 principal balance, which will accrue interest at the rate of 5% per annum beginning October 2, 2018, until paid in full. The New Rogers Settlement Agreement will be repaid through 24 equal monthly installments of approximately $16,607 per month beginning January 10, 2019. The Company also agreed to reimburse Louise H. Rogers for attorney fees in the amount of $7,686, to be paid on or before November 10, 2018, and to reimburse Louise H. Rogers for additional attorney fees incurred in connection with the New Rogers Settlement Agreement. In connection with the New Rogers Settlement Agreement, the Company agreed to pay Sharon E. Conway, the attorney for Louise H. Rogers, a total of $26,616 in three equal installment payments of $8,872, beginning on November 10, 2018. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers For the three and nine months ended September 30, 2018, all of the Company’s revenue was recognized from contracts with oilfield operators, and the Company did not recognize impairment losses on any receivables or contract assets. Because the Company’s contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. |
Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts | Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech’s customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, the Company records an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. Due to historically very low uncollectible balances and no specific indications of current uncollectibility, the Company has not recorded an allowance for doubtful accounts at September 30, 2018. If the financial conditions of Pro-Tech’s customers were to deteriorate or if general economic conditions were to worsen, additional allowances may be required in the future. As of September 30, 2018, one customer comprised 21%, one customer comprised 19% and a third customer comprised 15% of the Company’s gross accounts receivables. |
Inventory | Inventory The Company’s inventory balances are stated at the lower of cost or net realizable value on a first-in, first-out basis. See Note 6, Inventory |
Property, Plant and Equipment | Property, Plant and Equipment Property, Plant and Equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. When property, plant and equipment is disposed of, the cost and related accumulated depreciation are removed from the condensed consolidated balance sheets and any gain or loss is included in Other income/(expense) in the condensed consolidated statement of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 years Office equipment 5 - 7 years Computer hardware and software 3 - 5 years See Note 7, Property, Plant and Equipment |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Finite-lived intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We perform an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To date, an impairment of goodwill has not been recorded. The Company’s Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. See Note 3, Pro-Tech Acquisition The Company’s contract-based intangible assets include an agreement to sublicense certain patents belonging to AVV (the “AVV Sublicense”) and a license (the “Trademark License”) to the trademark of Liquidmetal Coatings Enterprises LLC (“Liquidmetal”). The contract-based intangible assets have useful lives of approximately 11 years for the AVV Sublicense and 15 years for the Trademark License. With the initiation of a multi-year strategy plan involving synergies between the acquisition of Pro-Tech and the Company’s existing intellectual property, the Company has begun to use the economic benefits of its intangible assets, and therefore began amortization of its intangible assets on a straight-line basis over the useful lives indicated above beginning July 31, 2018, the effective date of the Pro-Tech acquisition. See Note 8, Goodwill and Other Intangible Assets |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company’s condensed consolidated financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. |
Share-Based Compensation | Share-Based Compensation The Company from time to time may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. In all cases, the Company calculates share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date on a straight-line basis over the requisite service period, which in the case of third party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations. See Note 11, Share-Based Compensation |
Recently Issued Accounting Standards | Recently Issued Accounting Standards On May 17, 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Scope of Modification Accounting (clarifies Topic 718) Compensation – Stock Compensation In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of the related assets used in computation of depreciation | Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 years Office equipment 5 - 7 years Computer hardware and software 3 - 5 years |
Pro-Tech Acquisition (Tables)
Pro-Tech Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of methodology and estimates utilized to determine the net tangible assets and intangible assets | Net tangible assets acquired, at fair value $ 1,100,575 Intangible assets acquired: Customer relationships 129,680 Trademark 42,840 Goodwill 113,478 Total purchase price $ 1,386,573 |
Summary of components of net tangible assets acquired, at fair value | Cash and cash equivalents $ 203,716 Accounts receivable 264,078 Inventories 54,364 Property and equipment 819,361 Deferred tax liability (200,856 ) Other assets and liabilities, net (40,088 ) Net tangible assets acquired $ 1,100,575 |
Schedule of unaudited combined pro-forma financial data | Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Pro forma combined net revenue $ 494,927 $ 456,801 $ 1,588,714 $ 1,205,170 Pro forma combined net loss $ (694,618 ) $ (515,345 ) $ (12,662,166 ) $ (1,672,562 ) Pro forma combined net loss per share (basic) $ (0.02 ) $ (0.02 ) $ (0.67 ) $ (0.05 ) Pro forma combined net loss per share (diluted) $ (0.02 ) $ (0.02 ) $ (0.67 ) $ (0.05 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Three Months Ended Nine Months Ended 2018 2017 2018 2017 Revenues from discontinued operations $ 69,882 $ 57,764 $ 210,411 $ 213,744 Income (loss) from discontinued operations before tax benefit 41,582 13,711 127,029 (5,544 ) Tax benefit - - - - Net income (loss) from discontinued operations 41,582 13,711 127,029 (5,544 ) Loss on disposal of discontinued operations, net of tax - - - - Income (loss) from discontinued operations, net of tax $ 41,582 $ 13,711 $ 127,029 $ (5,544 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | September 30, Trucks $ 491,299 Welding equipment 285,991 Office equipment 23,408 Machinery and equipment 18,663 Furniture and equipment 12,767 Computer hardware 8,663 Computer software 22,191 Total property, plant and equipment, at cost 862,982 Less -- accumulated depreciation (70,803 ) Property, plant and equipment, net $ 792,179 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets and related accumulated amortization | September 30, December 31, AVV sublicense $ 11,330,000 $ 11,330,000 Trademark license 6,030,000 6,030,000 Non-compete agreements 270,000 270,000 Pro-Tech customer relationships 129,680 - Pro-Tech trademark 42,840 - Accumulated amortization (244,542 ) - Other intangible assets, net $ 17,557,977 $ 17,630,000 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of computation of net loss per common share basic and diluted | Three months ended Nine months ended 2018 2017 2018 2017 Numerator: Net loss $ (609,795 ) $ (605,128 ) $ (12,695,933 ) $ (1,883,477 ) Denominator Basic weighted average common shares outstanding 28,034,087 821,588 19,017,292 821,588 Effect of dilutive securities - - - - Diluted weighted average common shares outstanding 28,034,087 821,588 19,017,292 821,588 Net loss per common share Basic $ (0.02 ) $ (0.74 ) $ (0.67 ) $ (2.29 ) Diluted $ (0.02 ) $ (0.74 ) $ (0.67 ) $ (2.29 ) |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reduction on Selling, general and administrative expenses | $ 150,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Welding equipment, Trucks, Machinery and equipment [Member] | |
Useful Life | 5 years |
Office equipment [Member] | Minimum [Member] | |
Useful Life | 5 years |
Office equipment [Member] | Maximum [Member] | |
Useful Life | 7 years |
Computer hardware and software [Member] | Minimum [Member] | |
Useful Life | 3 years |
Computer hardware and software [Member] | Maximum [Member] | |
Useful Life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 9 Months Ended |
Aug. 31, 2018 | Sep. 30, 2018 | |
Useful life of contract-based intangible assets | 10 years | |
Expected duration of Company's contracts | 1 year | |
Sublicense Agreement [Member] | ||
Percentage of Company's gross accounts receivables | ||
Useful life of contract-based intangible assets | 11 years | |
Trademarks [Member] | ||
Useful life of contract-based intangible assets | 15 years | |
Accounts Receivable [Member] | One Customer [Member] | ||
Percentage of Company's gross accounts receivables | 21.00% | |
Accounts Receivable [Member] | Two Customer [Member] | ||
Percentage of Company's gross accounts receivables | 19.00% | |
Accounts Receivable [Member] | Three Customer [Member] | ||
Percentage of Company's gross accounts receivables | 15.00% |
Pro-Tech Acquisition (Details)
Pro-Tech Acquisition (Details) | Jul. 31, 2018USD ($) |
Business Combinations [Abstract] | |
Net tangible assets acquired, at fair value | $ 1,100,575 |
Intangible assets acquired: | |
Customer relationships | 129,680 |
Trademark | 42,840 |
Goodwill | 113,478 |
Total purchase price | $ 1,386,573 |
Pro-Tech Acquisition (Details 1
Pro-Tech Acquisition (Details 1) | Jul. 31, 2018USD ($) |
Business Combinations [Abstract] | |
Cash and cash equivalents | $ 203,716 |
Accounts receivable | 264,078 |
Inventories | 54,364 |
Property and equipment | 819,361 |
Deferred tax liability | (200,856) |
Other assets and liabilities, net | (40,088) |
Net tangible assets acquired | $ 1,100,575 |
Pro-Tech Acquisition (Details 2
Pro-Tech Acquisition (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Combinations [Abstract] | ||||
Pro forma combined net revenue | $ 494,927 | $ 456,801 | $ 1,588,714 | $ 1,205,170 |
Pro forma combined net loss | $ (694,618) | $ (515,345) | $ (12,662,166) | $ (1,672,562) |
Pro forma combined net loss per share (basic) | $ (0.02) | $ (0.02) | $ (0.67) | $ (0.05) |
Pro forma combined net loss per share (diluted) | $ (0.02) | $ (0.02) | $ (0.67) | $ (0.05) |
Pro-Tech Acquisition (Details T
Pro-Tech Acquisition (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended |
Jul. 31, 2018 | Sep. 30, 2018 | |
Business Combinations [Abstract] | ||
Percentage of voting interest acquired | 100.00% | |
Purchase consideration | $ 1,386,573 | |
Cash payment | 500,000 | |
Escrow account released for payment of shares acquired | $ 150,000 | |
Number of shares issued in consideration | 11,000 | |
Share price | $ 0.75 | |
Cash payment of accounts receivable | $ (264,078) | $ (832,039) |
Zero-coupon note payable | $ 614,223 | |
Allowable allocation period of purchase price which is subject to change | 1 year |
Related Party Transactions (Det
Related Party Transactions (Details) | Apr. 10, 2018USD ($)$ / sharesshares | Jan. 24, 2018shares | Jan. 17, 2018$ / shares | Aug. 21, 2017USD ($)shares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Feb. 03, 2018shares | Dec. 31, 2017USD ($) | Oct. 11, 2017USD ($) | Feb. 03, 2017USD ($)$ / shares |
Related Party Transactions (Textual) | ||||||||||||
Amotization related to interest expense | $ 16,425 | $ 210,000 | ||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Debt converted to shares in settlement (in shares) | shares | 940,272 | |||||||||||
Series D Preferred Stock [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Stock redeemed or called during period (in shares) | shares | 3,333 | 13,333 | ||||||||||
Payments for redemption of preferred stock | $ 63,388 | $ 253,550 | ||||||||||
Armacor [Member] | Private Placement [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Sale of stock, consideration receivable on transaction | $ 5,000,000 | |||||||||||
Cash contribution for shares | $ 7,000,000 | $ 255,000 | ||||||||||
Shares issued in sale (in shares) | shares | 20,000,000 | |||||||||||
Stock price (in dollars per share) | $ / shares | $ 0.75 | |||||||||||
Warrant coverage, percent | 0.50 | |||||||||||
Minimum investment in Proposed Private Placement | $ 500,000 | |||||||||||
Armacor [Member] | Series C Preferred Stock [Member] | Private Placement [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Shares issued in sale (in shares) | shares | 800,000 | |||||||||||
VPEG Private Placement [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Note principal amount | $ 320,000 | |||||||||||
Stated interest rate | 12.00% | |||||||||||
Term period of promissory note | 6 months | |||||||||||
Warrants issued | shares | 136,928 | |||||||||||
Warrant exercise price | $ / shares | $ 3.5074 | |||||||||||
Amotization related to interest expense | $ 40,296 | 210,000 | ||||||||||
Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | Navitus Energy Group [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Amount borrowed from related party | $ 520,800 | |||||||||||
Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | Navitus Energy Group [Member] | Series C Preferred Stock [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Debt converted to shares in settlement (in shares) | shares | 342,633 | 65,591 | ||||||||||
Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | Ron Zamber [Member] | Series C Preferred Stock [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Debt converted to shares in settlement (in shares) | shares | 243,948 | 46,700 | ||||||||||
Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | Greg Johnson [Member] | Series C Preferred Stock [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Debt converted to shares in settlement (in shares) | shares | 98,685 | 18,891 | ||||||||||
Insider Settlement Agreement [Member] | Affiliated Entity [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Amount borrowed from related party | $ 35,000 | |||||||||||
Insider Settlement Agreement [Member] | Affiliated Entity [Member] | Series C Preferred Stock [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Debt converted to shares in settlement (in shares) | shares | 23,027 | 4,408 | ||||||||||
Insider Settlement Agreement [Member] | Affiliated Entity [Member] | Ron Zamber [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Debt converted to shares in settlement (in shares) | shares | 9,869 | 1,889 | ||||||||||
Insider Settlement Agreement [Member] | Affiliated Entity [Member] | Rim Rubin Hill [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Debt converted to shares in settlement (in shares) | shares | 13,158 | 2,519 | ||||||||||
Visionary Private Equity Group I, LP [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Amount borrowed from related party | 830,500 | 830,500 | $ 0 | |||||||||
Visionary Private Equity Group I, LP [Member] | Affiliated Entity [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Stated interest rate | 12.00% | |||||||||||
Term period of promissory note | 6 months | |||||||||||
Amount borrowed from related party | $ 873,410 | |||||||||||
Debt converted to shares in settlement (in shares) | shares | 574,612 | 110,000 | ||||||||||
Visionary Private Equity Group I, LP [Member] | VPEG Note [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Note principal amount | $ 550,000 | $ 621,500 | ||||||||||
Maturity period from the written demand for payment by counterparty | 5 days | |||||||||||
Warrant exercise price | $ / shares | $ 1.52 | |||||||||||
Original issue discount | 50,000 | 56,500 | ||||||||||
Amount borrowed from related party | 500,000 | $ 565,000 | ||||||||||
Term period of warrant | 5 years | |||||||||||
Visionary Private Equity Group I, LP [Member] | VPEG Settlement Agreement [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Amount borrowed from related party | 720,000 | 720,000 | $ 0 | |||||||||
McCall Settlement Agreement [Member] | Affiliated Entity [Member] | McCall Law Firm [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Amount borrowed from related party | $ 380,323 | |||||||||||
McCall Settlement Agreement [Member] | Affiliated Entity [Member] | McCall Law Firm [Member] | Series D Preferred Stock [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Debt converted to shares in settlement (in shares) | shares | 20,000 | |||||||||||
Investor [Member] | Loan Agreement Amendment [Member] | Visionary Private Equity Group I, LP [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Amount borrowed from related party | 1,410,200 | |||||||||||
Investor [Member] | New Debt Agreement [Member] | Visionary Private Equity Group I, LP [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Maximum borrowing capacity | $ 2,000,000 | |||||||||||
Debt conversion price (in dollars per share) | $ / shares | $ 0.75 | |||||||||||
Original issue debt discount | 0.10 | |||||||||||
Investor [Member] | Issue of Warrants [Member] | Visionary Private Equity Group I, LP [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Warrant exercise price | $ / shares | $ 0.75 | |||||||||||
Shares issued in sale (in shares) | shares | 1,880,267 | |||||||||||
Stock price (in dollars per share) | $ / shares | $ 0.75 | |||||||||||
Number of shares called by warrants (in shares) | shares | 1,880,267 | |||||||||||
Kevin DeLeon [Member] | Director [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Professional fees | $ 35,000 | $ 0 | $ 95,030 | $ 0 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations, net of tax | $ 41,582 | $ 13,711 | $ 127,029 | $ (5,544) |
Discontinued Operations, Disposed of by Means Other than Sale, Exchange [Member] | Aurora Energy Partners [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues from discontinued operations | 69,882 | 57,764 | 210,411 | 213,744 |
Income (loss) from discontinued operations before tax benefit | 41,582 | 13,711 | 127,029 | (5,544) |
Tax benefit | ||||
Net income (loss) from discontinued operations | 41,582 | 13,711 | 127,029 | (5,544) |
Loss on disposal of discontinued operations, net of tax | ||||
Income (loss) from discontinued operations, net of tax | $ 41,582 | $ 13,711 | $ 127,029 | $ (5,544) |
Discontinued Operations (Deta_2
Discontinued Operations (Details Textual) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 14, 2017 | Aug. 21, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Common stock, issued (in shares) | 28,037,713 | 5,206,174 | 4,382,872 | |
Aurora Energy Partners [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal group, including discontinued operation, liabilities | $ 120,000,000 | |||
Subsidiaries [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Noncontrolling ownership percentage of subsidiary | 50.00% | |||
Navitus Partners, LLC [Member] | Aurora Energy Partners [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Common stock, issued (in shares) | 4,382,872 | |||
Navitus Partners, LLC [Member] | Subsidiaries [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Noncontrolling ownership percentage of subsidiary | 50.00% |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 862,982 | |
Less -- accumulated depreciation | (70,803) | |
Property, plant and equipment, net | 792,180 | $ 489 |
Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 491,299 | |
Welding equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 285,991 | |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 23,408 | |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 22,191 | |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 12,767 | |
Computer hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 8,663 | |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 18,663 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 27,358 | $ 1,461 | $ 27,670 | $ 10,779 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Intangible assets and related accumulated amortization | ||
AVV sublicense | $ 11,330,000 | $ 11,330,000 |
Trademark license | 6,030,000 | 6,030,000 |
Non-compete agreements | 270,000 | 270,000 |
Pro-Tech customer relationships | 129,680 | |
Pro-Tech trademark | 42,840 | |
Accumulated amortization | (244,542) | |
Other intangible assets, net | $ 17,557,977 | $ 17,630,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 244,542 | $ 244,542 |
Notes Payable (Details)
Notes Payable (Details) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018USD ($)Qtr | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Qtr | Sep. 30, 2017USD ($) | Jul. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Jul. 15, 2015USD ($) | Feb. 28, 2015USD ($) | |
Louise H Rogers [Member] | ||||||||
Interest expense | $ 11,874 | $ 11,874 | $ 35,234 | $ 35,234 | ||||
Collaboration agreement, settlement agreement, total settlement payments due | $ 258,125 | |||||||
Accrued interest | 409,515 | 409,515 | $ 374,281 | |||||
Convertible Notes Payable [Member] | ||||||||
Interest expense | 15,527 | 15,527 | ||||||
Stated interest rate | 10.00% | |||||||
Principal amount | $ 375,000 | |||||||
Term period of warrant | 5 years | |||||||
Number of shares called by warrants (in shares) | shares | 375,000 | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.75 | |||||||
Pro-Tech Hardbanding Services Inc [Member] | Stewart Matheson [Member] | ||||||||
Interest expense | $ 7,148 | $ 7,148 | ||||||
Number of equal quarterly instalment | Qtr | 8 | 8 | ||||||
Amount of cash payment in equal quarterly instalment | $ 87,500 | |||||||
Stated interest rate | 12.00% | 12.00% | ||||||
Lucas Energy Inc [Member] | Louise H Rogers [Member] | ||||||||
Stated interest rate | 18.00% | |||||||
Collaboration Agreement, Settlement Agreement, Settlement Payments, Past Due, Daily Interest Accrual | $ 129 | |||||||
Notes payable | $ 250,000 | |||||||
Visionary Private Equity Group I, LP [Member] | ||||||||
Interest expense | $ 23,500 | $ 75,500 | ||||||
Outstanding amount of loan | $ 830,500 | $ 830,500 | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 1 Months Ended | ||||
Jul. 31, 2018 | Jan. 24, 2018 | Sep. 30, 2018 | Aug. 21, 2018 | Dec. 31, 2017 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Pro-Tech Hardbanding Services Inc [Member] | Stewart Matheson [Member] | |||||
Stock awards grants during period (in shares) | 11,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||
Series C Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 0 | 810,000 | 810,000 | ||
Preferred stock, shares issued | 0 | 180,000 | 180,000 | ||
Debt converted to shares (in shares) | 940,272 | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 0 | 800,000 | 800,000 | ||
Preferred stock, shares issued | 0 | 800,000 | 800,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 14, 2017 | |
Class of Stock [Line Items] | ||||||
Number of shares issued in consideration | 11,000 | |||||
Share-based compensation expense | $ 11,281,602 | |||||
Equity Incentive Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Maximum number of shares of common stock that may be delivered to participants | 15,000,000 | |||||
Maximum number of shares that may be covered by awards to any single individual in any year | 250,000 | |||||
Award granted (in shares) | 197,369 | 197,369 | ||||
Fair value of options granted (in dollars per share) | $ 1.52 | $ 1.52 | ||||
Unrecognized share-based compensation | $ 200,000 | $ 200,000 | ||||
Weighted-average period for share-based compensation expected to be amortized | 2 years | |||||
Share-based compensation expense | $ 53,805 | $ 161,472 | $ 108,350 | $ 286,221 | ||
Long-Term Incentive Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares available for grant (in shares) | 0 | 0 | ||||
Employee Stock Option [Member] | Long-Term Incentive Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued under incentive plan (in shares) | 595,000 | |||||
Number of shares available for grant (in shares) | 131,579 | 131,579 | ||||
Common Stock [Member] | Long-Term Incentive Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued under incentive plan (in shares) | 3,367,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 7,500 | $ 7,500 | $ 22,500 | $ 22,500 |
Future annual minimum payments under non-cancellable operating leases | $ 0 | $ 0 | $ 0 | $ 0 |
Segment and Geographic Inform_2
Segment and Geographic Information (Details) | 9 Months Ended |
Sep. 30, 2018instalment | |
Segment Reporting [Abstract] | |
Number of geographical area | 1 |
Number of reportable segment | 1 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net loss | $ (609,795) | $ (605,128) | $ (12,695,933) | $ (1,883,477) |
Denominator | ||||
Basic weighted average common shares outstanding | 28,034,087 | 821,588 | 19,017,292 | 821,588 |
Effect of dilutive securities | ||||
Diluted weighted average common shares outstanding | 28,034,087 | 821,588 | 19,017,292 | 821,588 |
Net loss per common share | ||||
Basic (in dollars per share) | $ (0.02) | $ (0.74) | $ (0.67) | $ (2.29) |
Diluted (in dollars per share) | $ (0.02) | $ (0.74) | $ (0.67) | $ (2.29) |
Net Loss Per Share (Details Tex
Net Loss Per Share (Details Textual) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Basic weighted average common shares outstanding | 28,034,087 | 821,588 | 19,017,292 | 821,588 |
Diluted weighted average common shares outstanding | 28,034,087 | 821,588 | 19,017,292 | 821,588 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Louise H Rogers [Member] | 1 Months Ended |
Oct. 17, 2018USD ($)instalmentitem | |
New Rogers Settlement Agreement [Member] | |
Principal amount | $ 375,000 |
Stated interest rate | 5.00% |
Number of equal monthly instalment | instalment | 24 |
Amount of cash payment in equal monthly instalment | $ 16,607 |
Attorney fees | 7,686 |
Pro-Tech Hardbanding Services Inc [Member] | |
Collaboration agreement, settlement agreement, total settlement payments due | $ 26,616 |
Number of equal instalment | item | 3 |
Amount of cash payment in equal instalment | $ 8,872 |