Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | VICTORY OILFIELD TECH, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 28,591,593 | |
Amendment Flag | false | |
Entity Central Index Key | 0000700764 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 002-76219-NY | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 87-0564472 | |
Entity Address, Address Line One | 3355 Bee Caves Road | |
Entity Address, Address Line Two | Suite 608 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78746 | |
City Area Code | (512) | |
Local Phone Number | -347-7300 | |
Title of 12(b) Security | None | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 32,660 | $ 73,636 |
Accounts receivable, net | 222,643 | 163,196 |
Notes receivable, net | 255,000 | |
Inventory | 17,486 | 32,269 |
Prepaid and other current assets | 23,476 | 20,517 |
Total current assets | 551,265 | 289,618 |
Property, plant and equipment, net | 70,297 | 162,343 |
Goodwill | 145,149 | 145,149 |
Other intangible assets, net | 83,384 | 96,323 |
Total Assets | 850,095 | 693,433 |
Current Liabilities | ||
Accounts payable | 223,695 | 149,505 |
Accrued and other short term liabilities | 69,376 | 62,827 |
Short term advance from shareholder | 128,050 | 180,150 |
Convertible notes payable | 255,000 | |
Current portion of long term notes payable | 18,127 | 15,589 |
Short term notes payable, net | 63,500 | 10,000 |
Short term convertible notes payable - affiliate, net | 3,868,726 | 3,717,476 |
Total current liabilities | 4,626,474 | 4,135,547 |
Long term notes payable, net | 161,197 | 261,592 |
Total long term liabilities | 161,197 | 261,592 |
Total Liabilities | 4,787,671 | 4,397,139 |
Stockholders’ Equity | ||
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 8,333 shares and 8,333 shares issued and outstanding at September 30, 2023 and December 31, 2022 respectively | 8 | 8 |
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,591,513 shares and 28,037,713 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 28,592 | 28,038 |
Receivable for stock subscription | (245,000) | (245,000) |
Additional paid-in capital | 95,905,362 | 95,750,830 |
Accumulated deficit | (99,626,538) | (99,237,582) |
Total stockholders’ equity | (3,937,576) | (3,703,706) |
Total Liabilities and Stockholders’ Equity | $ 850,095 | $ 693,433 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 28,591,513 | 28,037,713 |
Common stock, shares outstanding | 28,591,513 | 28,037,713 |
Preferred Series D Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 8,333 | 8,333 |
Preferred stock, shares outstanding | 8,333 | 8,333 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Total revenue | $ 350,634 | $ 327,573 | $ 1,203,787 | $ 1,218,485 |
Total cost of revenue | 137,541 | 237,312 | 554,250 | 701,226 |
Gross profit | 213,093 | 90,261 | 649,537 | 517,259 |
Operating expenses | ||||
Selling, general and administrative | 476,444 | 272,699 | 1,091,195 | 849,150 |
Depreciation and amortization | 4,313 | 5,483 | 14,890 | 16,227 |
Total operating expenses | 480,757 | 278,182 | 1,106,085 | 865,377 |
Loss from operations | (267,664) | (187,921) | (456,548) | (348,118) |
Other income (expense) | ||||
Other income | 935 | 49,527 | 96,681 | 155,527 |
Interest expense | (12,779) | (4,653) | (29,089) | (24,738) |
Total other income (expense) | (11,844) | 44,874 | 67,592 | 130,789 |
Loss applicable to common stockholders | $ (279,508) | $ (143,047) | $ (388,956) | $ (217,329) |
Loss per share applicable to common shareholders | ||||
Loss per share, basic (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) |
Weighted average common stock, basic (in Shares) | 28,154,643 | 28,037,713 | 28,076,546 | 28,037,713 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Loss per share, diluted | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) |
Weighted average common stock, diluted | 28,154,643 | 28,037,713 | 28,076,546 | 28,037,713 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (388,956) | $ (217,329) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of original issue discount | 13,750 | 15,200 |
Amortization of intangible assets | 12,939 | 12,939 |
Depreciation | 92,046 | 112,247 |
Common stock issued for services | 155,086 | |
Paycheck Protection Program loan forgiveness | (92,653) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (59,447) | 1,379 |
Inventory | 14,783 | (14,895) |
Prepaids and other current assets | (2,959) | (12,938) |
Accounts payable | 74,190 | 13,157 |
Accrued and other short term liabilities | 6,549 | 27,443 |
Net cash used in operating activities | (174,672) | (62,797) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in notes receivable | (255,000) | |
Investment in fixed assets | (70,993) | |
Net cash used in investing activities | (255,000) | (70,993) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable - affiliate | 137,500 | 152,000 |
Payment on advance from shareholder | (52,100) | |
Payment on long-term notes payable | (5,204) | (1,403) |
Proceeds from convertible notes payable | 255,000 | |
Proceeds from short term notes payable | 53,500 | |
Proceeds from long-term note payable, net | 31,438 | |
Net cash provided by financing activities | 388,696 | 182,035 |
Net change in cash and cash equivalents | (40,976) | 48,245 |
Beginning cash and cash equivalents | 73,636 | 52,908 |
Ending cash and cash equivalents | 32,660 | 101,153 |
Cash paid for: | ||
Interest | $ 29,089 | $ 24,738 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Common Stock $0.001 Par Value | Preferred D $0.001 Par Value | Receivable for Stock Subscription | Additional Paid In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 28,038 | $ 8 | $ (245,000) | $ 95,750,830 | $ (98,916,098) | $ (3,382,222) |
Balance (in Shares) at Dec. 31, 2021 | 28,037,713 | 8,333 | ||||
Loss attributable to common stockholders | (217,329) | (217,329) | ||||
Balance at Sep. 30, 2022 | $ 28,038 | $ 8 | (245,000) | 95,750,830 | (99,133,427) | (3,599,551) |
Balance (in Shares) at Sep. 30, 2022 | 28,037,713 | 8,333 | ||||
Balance at Jun. 30, 2022 | $ 28,038 | $ 8 | (245,000) | 95,750,830 | (98,990,380) | (3,456,504) |
Balance (in Shares) at Jun. 30, 2022 | 28,037,713 | 8,333 | ||||
Loss attributable to common stockholders | (143,047) | (143,047) | ||||
Balance at Sep. 30, 2022 | $ 28,038 | $ 8 | (245,000) | 95,750,830 | (99,133,427) | (3,599,551) |
Balance (in Shares) at Sep. 30, 2022 | 28,037,713 | 8,333 | ||||
Balance at Dec. 31, 2022 | $ 28,038 | $ 8 | (245,000) | 95,750,830 | (99,237,582) | (3,703,706) |
Balance (in Shares) at Dec. 31, 2022 | 28,037,713 | 8,333 | ||||
Common stock issued for services | $ 554 | 154,532 | 155,086 | |||
Common stock issued for services (in Shares) | 553,800 | |||||
Loss attributable to common stockholders | (388,956) | (388,956) | ||||
Balance at Sep. 30, 2023 | $ 28,592 | $ 8 | (245,000) | 95,905,362 | (99,626,538) | (3,937,576) |
Balance (in Shares) at Sep. 30, 2023 | 28,591,513 | 8,333 | ||||
Balance at Jun. 30, 2023 | $ 28,038 | $ 8 | (245,000) | 95,750,830 | (99,347,030) | (3,813,154) |
Balance (in Shares) at Jun. 30, 2023 | 28,037,713 | 8,333 | ||||
Common stock issued for services | $ 554 | 154,532 | 155,086 | |||
Common stock issued for services (in Shares) | 553,800 | |||||
Loss attributable to common stockholders | (279,508) | (279,508) | ||||
Balance at Sep. 30, 2023 | $ 28,592 | $ 8 | $ (245,000) | $ 95,905,362 | $ (99,626,538) | $ (3,937,576) |
Balance (in Shares) at Sep. 30, 2023 | 28,591,513 | 8,333 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Basis of Presentation [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. Agreement and Plan of Merger On July 25, 2023, Victory and Victory H2EG Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Victory (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with H2 Energy Group Inc., a Delaware corporation (“H2EG”). Pursuant to the Merger Agreement, H2EG agreed to merge with and into Merger Sub, the separate corporate existence of Merger Sub will cease, and H2EG will continue as a surviving corporation and as a wholly owned subsidiary of Victory (the “Proposed Merger). The consideration to be paid by Victory in the Proposed Merger will consist of shares of Victory’s common stock, par value $0.001 per share (the “common stock”) equal to 70% of the issued and outstanding common stock of Victory on a fully diluted basis. The Merger Agreement is subject to customary closing conditions, including, without limitation, the completion of accounting and legal due diligence investigations; the receipt of all authorizations and consents; the release of any security interests; the Company obtaining the requisite acquisition financing; conversion of all outstanding securities, notes, or other agreements or commitments which are convertible into securities of both the Company and H2EG, subject to exclusions within the Merger Agreement, and delivery of all opinions and documents required for the transfer of the equity interests of Victory to H2EG’s shareholders. Additionally, within 30 days of the Closing, the Company expects to enter a definitive agreement in which it will transfer its ownership of Pro-Tech to Pro Tech so long as Flagstaff International, LLC a Delaware limited liability company (“Flagstaff”) commits, pursuant to a binding agreement, to invest $4,000,000 in Victory on terms to be mutually agreed upon by Flagstaff and Victory. Effective August 31, 2023, H2EG and Victory executed a Forgivable Promissory Note in the principal amount of up to Five Million Dollars ($5,000,000), due on October 31, 2023 which bears interest at the rate of five percent (5%) per annum on any amount outstanding and which interest shall be due and payable upon the final payment of the principal amount outstanding under the note (the “H2EG Note”). During August and September 2023, Victory advanced a total of $255,000 to H2EG pursuant to the H2EG Note for working capital. The H2EG Note is recorded as a current asset on the accompanying consolidated balance sheet as of September 30, 2023 in the amount of $255,000, net of an allowance for credit losses of $0. Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Victory and Pro-Tech, its wholly owned subsidiary, for all periods presented. All significant intercompany transactions and accounts between Victory and Pro-Tech (together, the “Company”) have been eliminated. The preparation of the Company’s consolidated 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. The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of the Company’s management, the unaudited consolidated interim financial statements contained herein includes all normal recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2023, and the results of its operations and cash flows for the three and nine months ended September 30, 2023 and 2022. The results reported in these 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 continues to experience, net losses, net losses from operations, negative cash flow from operating activities and working capital deficits. The Company has incurred an accumulated deficit of $(99,626,538) through September 30, 2023, and has a working capital deficit of $(4,330,209) at September 30, 2023. 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 consolidated financial statements. The 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 integrates the operations of H2EG upon the closing of the Proposed Merger. The Company intends to meet near-term obligations with private placement offerings along with cash flow generated by Pro-Tech Hardbanding as it seeks to increase positive cash flow from operations. In addition to increasing cash flow from operations, we will be required to obtain other liquidity resources in order to support ongoing operations. We are addressing this need by developing additional capital sources, which we believe will enable us to execute our recapitalization and growth plan. This plan includes, upon the closing of the Proposed Merger, the operations of H2EG which are primarily the use of proprietary technology to produce low-cost Green Hydrogen from a wide variety of biomass sources. Based upon anticipated new sources of capital, we believe we will have enough capital to cover expenses through at least the next twelve months. We will continue to monitor liquidity carefully. In the event we do not have enough capital to cover expenses, we will make the necessary and appropriate reductions in spending to remain cash flow positive. While management believes our plans, including the Proposed Merger, help mitigate the substantial doubt that we are a going concern, there is no guarantee that our plans will be successful or if they are, will fully alleviate the conditions that raise substantial doubt that we are a going concern. Capital Resources As of the date of this report and for the foreseeable future the Company expects to cover operating shortfalls, if any, with new sources of funding while we enact our strategy to produce low-cost Green Hydrogen from sustainable and renewable woody biomass. As of the date of this report, the remaining amount available for the Company for additional borrowings on the New VPEG Note was $131,274. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Fair Value Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). Accounts and Notes Receivable are carried at amounts that approximate fair value. Accounts Receivable are recognized net of an allowance for doubtful accounts receivable. The allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience, current conditions and reasonable forecasts of future economic conditions. Accounts receivable are written down or off when a portion or all of such account receivable is determined to be uncollectible. As permitted under ASC 825, Financial Instruments (“ASC 825”), the Company has elected the fair value option for the H2EG Note. See Note 1, Organization and Basis of Presentation The estimated fair value of the Company’s Convertible Notes Payable is measured according to significant observable inputs (Level 3) including common share class volatility, applied discount rate, and probability weighting assigned to automatic and optional conversion scenarios. See Note 5, Notes Payable , Organization and Basis of Presentation At September 30, 2023 and December 31, 2022, the carrying value of the Company’s financial instruments such as accounts receivable, notes receivable, accounts payable, and notes payable approximated their fair values based on the short-term nature of these instruments. The carrying value of short-term notes and advances approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from contracts with customers The Company has one revenue stream, which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations of the Company’s contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the service period. The Company has reviewed its contracts with Pro-Tech customers and determined that due to their short-term nature, with durations of several days of service at the customer’s location, it is only those contracts that occur near the end of a financial reporting period that will potentially require allocation to ensure revenue is recognized in the proper period. The Company has reviewed all such transactions and recorded revenue accordingly. For the three and nine months ended September 30, 2023 and 2022, all of the Company’s revenue was recognized from contracts with oilfield operators. See Note 9 Segment and Geographic Information and Revenue Disaggregation 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. An allowance of $0 and $0 has been recorded at September 30, 2023 and December 31, 2022, respectively. The Company suffered no bad debt losses in the three and nine months ended September 30, 2023 and 2022, respectively. 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, 2023 and December 31, 2022, three and three customers comprised 86% and 78% of the Company’s gross accounts receivable, respectively. For the three months ended September 30, 2023 and 2022, three and three customers comprised 81% and 45% of the Company’s total revenue, respectively. For the nine months ended September 30, 2023 and 2022, four and three customers comprised 67% and 54% of the Company’s total revenue, respectively. Notes Receivable The Company has elected the fair value option for recognition of its notes receivable. As such, notes receivable are recognized at their estimated fair value with changes in fair value recognized in the consolidated statements of operations. No gain or loss related to change in fair value of the H2EG Note was recognized in the nine months ended September 30, 2023. The Company performs a review of its notes receivable on a quarterly basis. In determining the expected losses on notes receivable, we utilize the probability of default and discounted cash flow methods. Further, we stress-test the results to reflect the impact of unknown adverse future events including recessions. During the three and nine months ended September 30, 2023, the Company recorded no change in fair value for credit losses. To date, the Company has recorded no actual credit losses on notes receivable. The Company follows an income recognition policy on all interest earned on notes receivable. Under such policy the Company accounts for all notes receivable on a non-accrual basis and defers the recognition of any interest income until receipt of cash payments as we do not deem it probable that we will receive substantially all interest on outstanding notes receivable. 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 consolidated balance sheets and any gain or loss is included in Other income/(expense) in the consolidated statements 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 7 years See Note 3, 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. The Company performs an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The Company has determined that it is comprised of one reporting unit at September 30, 2023 and December 31, 2022, and the goodwill balances of $145,149 are included in the single reporting unit. The carrying value of the single reporting unit is negative. To date, an impairment of goodwill has not been recorded. For the year ended December 31, 2022, the Company bypassed the qualitative assessment, and proceeded directly to the quantitative test for goodwill impairment. The Company’s Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. The Company’s other intangible assets are comprised of contract-based and marketing-related intangible assets, as well as acquisition-related intangibles. Acquisition-related intangibles include the value of Pro-Tech’s trademark and customer relationships, both of which are being amortized over their expected useful lives of 10 years beginning August 2018. PPP Loans The Company accounts as debt any portion of loans issued pursuant to the Paycheck Protection Program (PPP) of the U.S. Small Business Administration which are not subject to forgiveness. See Note 5, Notes Payable 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 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. In the case of third-party suppliers, the service period is the shorter of the period over which services are to be received or the vesting period. For employees, directors, officers and affiliates, the service period is typically the vesting period. Share-based compensation is included in general and administrative expenses in the consolidated statements of operations. See Note 6, Stockholders’ Equity Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, Earnings per Share Basic earnings (loss) per share are calculated by dividing the Company’s net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share are based on the weighted average number of shares of common stock outstanding during the period plus potentially dilutive shares of common stock outstanding during the period such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Recently Adopted Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 3. Property, Plant and Equipment Property, plant and equipment, at cost, consisted of the following: September 30, December 31, 2023 2022 (unaudited) Trucks $ 464,048 $ 464,048 Welding equipment 285,991 285,991 Office equipment 23,408 23,408 Machinery and equipment 18,663 18,663 Furniture and equipment 12,767 12,767 Computer hardware 8,663 8,663 Computer software 22,191 22,191 Total property, plant and equipment, at cost 835,731 835,731 Less – accumulated depreciation (765,434 ) (673,388 ) Property, plant and equipment, net $ 70,297 $ 162,343 Depreciation expense for the three months ended September 30, 2023 and 2022 was $13,224 and $39,606, respectively. Depreciation expense for the nine months ended September 30, 2023 and 2022 was $92,046 and $112,248, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | 4. Goodwill and Other Intangible Assets The Company has determined that it is comprised of one reporting unit at September 30, 2023 and December 31, 2022. The carrying value of the single reporting unit is negative. The Company recorded $4,313 and $4,312 of amortization of intangible assets for the three months ended September 30, 2023 and 2022, respectively. The Company recorded $12,939 and $12,939 of amortization of intangible assets for the nine months ended September 30, 2023 and 2022, respectively. The following table shows intangible assets other than goodwill and related accumulated amortization as of September 30, 2023 and December 31, 2022. September 30, 2023 December 31, 2022 (unaudited) Pro-Tech customer relationships $ 129,680 $ 129,680 Pro-Tech trademark 42,840 42,840 Accumulated amortization and impairment (89,136 ) (76,197 ) Other intangible assets, net $ 83,384 $ 96,323 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable [Abstract] | |
Notes Payable | 5. Notes Payable Convertible Notes Payable During August and September 2023, the Company authorized the issuance of a series of 5% Convertible Promissory Notes with an aggregate principal of up to $5,000,000 (the “Convertible Notes Payable”). Upon completion of the Proposed Merger involving H2EG (See Note 1 Organization and Basis of Presentation The Company elected to account for the Convertible Notes Payable at fair value with any changes in fair value being recognized through the consolidated statements of operations until the convertible notes are settled. The estimated fair value of the Convertible Notes Payable is measured according to significant observable inputs (Level 3) including common share class volatility, applied discount rate, and probability weighting assigned to automatic and optional conversion scenarios. The Company issued an aggregate of $255,000 of Convertible Promissory Notes as of September 30, 2023 as follows: Holder Date Issued Principal Amount Flagstaff International LLC August 11, 2023 $ 100,000.00 JLP Partners August 12, 2023 $ 50,000.00 Richard Ducharme August 16, 3023 $ 25,000.00 Laurie Benezra August 23, 2023 $ 50,000.00 Kevin Huss September 28, 2023 $ 30,000.00 In connection with the Convertible Notes Payable, the Company has accrued interest of $1,416 during the three and nine months ended September 30, 2023. The Company used the proceeds to invest in the H2EG Note in connection with the Proposed Merger. See Note 1 Organization and Basis of Presentation . Paycheck Protection Program Loan On February 1, 2021, the Company received loan proceeds in the amount of $98,622 pursuant to a second draw loan under the Paycheck Protection Program (the “PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) and administered by the U.S. Small Business Administration (the “SBA”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The unsecured loan (the “Second PPP Loan”) is evidenced by a promissory note (the “Second PPP Note”) issued by the Company, dated January 28, 2021, in the principal amount of $98,622 with Arvest Bank. As of April 18, 2023, the Company received notice from Arvest Bank and the SBA that $92,653 of the $98,622 amount of the Second PPP Loan had been forgiven. The amount forgiven, including principal of $92,653 and accrued interest has been recorded as other income in the consolidated statements of operations. The Company has recorded the remaining principal balance of $5,969 as debt, and it will record interest expense on the outstanding balance at a rate of one percent per annum until all principal and interest has been repaid. The company is making payments of principal and interest of $192.47 per month until the note is paid in full. Under the terms of the Second PPP Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0% per annum with a deferral of payments for the first 10 months. The term of the Second PPP Note is five years, though it may be payable sooner in connection with an event of default under the Second PPP Note. The Company is obligated to make equal monthly payments of principal and interest beginning after a ten-month deferral period provided in the Second PPP Note and through January 28, 2026. The Second PPP Note may be prepaid in part or in full, at any time, without penalty. The Second PPP Note provides for certain customary events of default, including the Company’s: (i) failure to make a payment when due; (ii) breach of the note terms; (iii) default on any other loan with the Lender; (iv) filing of a bankruptcy petition by or against the Company; (v) reorganization merger, consolidation or other change in ownership or business structure without the Lender’s prior written consent; (vi) adverse change in financial condition or business operation that the Lender believes may affect the Company’s ability to pay the Second PPP Note; and (vii) default on any loan or agreement with another creditor, if the Lender believes the default may materially affect the Company’s ability to pay the Second PPP Note. Upon the occurrence of an event of default, the Lender has customary remedies and may, among other things, require immediate payment of all amounts owed under the Second PPP Note, collect all amounts owing from the Company and file suit and obtain judgment against the Company. The foregoing description of the Second PPP Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Second PPP Note, a copy of which is filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the periods ended June 30, 2020. Economic Injury Disaster Loan Additionally, on June 15, 2020, the Company received $150,000 in loan funding from the SBA under the Economic Injury Disaster Loan (“EIDL”) program administered by the SBA, which was expanded pursuant to the CARES Act. The EIDL is evidenced by a promissory note, dated June 11, 2020 (the “EIDL Note”) in the original principal amount of $150,000 with the SBA, the lender. Under the terms of the EIDL Note, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of the EIDL Note is 30 years, though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, the Company is obligated to make equal monthly payments of principal and interest beginning in December 2022 through the maturity date of June 11, 2050. The EIDL Note may be prepaid in part or in full, at any time, without penalty. The Company made interest-only payments of $2,193 and $0 on the EIDL Note during the three months ended September, 2023 and 2022, respectively. The Company made interest-only payments of $7,310 and $2,193 on the EIDL Note during the nine months ended September, 2023 and 2022, respectively. The Company recorded interest expense of $1,437 and $1,437 related to the EIDL Note for the three months ended September 30, 2023 and 2022, respectively. The Company recorded interest expense of $4,266 and $4,266 related to the EIDL Note for the nine months ended September 30, 2023 and 2022, respectively. The EIDL Note provides for certain customary events of default, including: (i) a failure to comply with any provision of the EIDL Note, the related Loan Authorization and Agreement, or other EIDL loan documents; (ii) a default on any other SBA loan; (iii) a sale or transfer of, or failure to preserve or account to SBA’s satisfaction for, any of the collateral or its proceeds; (iv) a failure of the Company or anyone acting on its behalf to disclose any material fact to SBA; (v) the making of a materially false or misleading representation to SBA by the Company or anyone acting on their behalf; (vi) a default on any loan or agreement with another creditor, if SBA believes the default may materially affect the Company’s ability to pay the EIDL Note; (vii) a failure to pay any taxes when due; (viii) if the Company becomes the subject of a proceeding under any bankruptcy or insolvency law; (ix) if a receiver or liquidator is appointed for any part of the Company’s business or property; (x) the making of an assignment for the benefit of creditors; (xi) has any adverse change in financial condition or business operation that SBA believes may materially affect the Company’s ability to pay the EIDL Note; (xii) effects any reorganization, merger, consolidation, or other transaction changing ownership or business structure without SBA’s prior written consent; or (xiii) becomes the subject of a civil or criminal action that SBA believes may materially affect the Company’s ability to pay the EIDL Note. The foregoing description of the EIDL Note does not purport to be complete and is qualified in its entirety by reference to the full text of the EIDL Note, a copy of which is filed as Exhibit 10.6 to the Quarterly Report on Form 10-Q for the periods ended June 30, 2020. New VPEG Note See Note 8, Related Party Transactions The Company recorded interest expense of $4,800 and $1,000 related to the New VPEG Note for the three months ended September 30, 2023 and 2022, respectively, and $13,750 and $15,200 for the nine months ended September 30, 2023 and 2022, respectively. Vehicle Loan On June 14, 2022, Pro-Tech, the Company’s wholly-owned subsidiary, entered into a Promissory Note and Security Agreement in the amount of $31,437 with Arvest Bank for a vehicle loan (the “Vehicle Loan”). The Vehicle Loan, which is secured by the vehicle, is repayable over five years, matures June 15, 2027, and is repayable at the rate of $586 per month including principal and interest at a rate of 4.5% per annum. The monthly payments began on July 15, 2022. The remaining balance of the Vehicle Loan was $24,187 and $31,438 as of September 30, 2023 and December 31, 2022, respectively. Arvest Loan On July 11, 2022, Pro-Tech, the Company’s wholly-owned subsidiary, entered into a Promissory Note and Security Agreement with Arvest Bank for a revolving loan for up to $30,000 (the “Arvest Loan”). The Arvest Loan matures on July 11, 2023 and bears interest at 5.5% per annum, subject to change in accordance with the Variable Rate (as defined in the Promissory Note and Security Agreement), the calculation for which is the Wall Street Journal U.S. Prime Rate plus 0.75%. Pursuant to the terms of the Arvest Loan, Pro-Tech is required to make monthly payments beginning on August 11, 2022 and until the maturity date, at which time all unpaid principal and interest will be due. Pro-Tech may prepay the loan in full or in part at any time without penalty. The Arvest Loan contains customary representations, warranties, affirmative and negative covenants and events of default for a loan of this type. The Arvest Loan is secured by Pro-Tech’s inventory and equipment, accounts and other rights of payments, and general intangibles, as such terms are defined in the Uniform Commercial Code. During the nine months ended September 30, 2023 and 2022, the Company borrowed $20,000, and $0, respectively, pursuant to the Arvest Loan. As of September 30, 2023 and December 31, 2022, Pro-Tech had balances of $30,000 and $10,000, respectively, on the credit line. The Company made no principal payments on the Arvest Loan during the three and nine months ended September 30, 2023 and 2022, respectively. The Company made interest payments of $1,206 and $0 related to the Arvest Loan for the three months ended September 30, 2023 and 2022, respectively, and $1,799 and $0 for the nine months ended September 30, 2023 and 2022, respectively. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | 6. Stockholders’ Equity Preferred Series D Stock During the nine months ended September 30, 2023 and 2022, the Company did not issue any shares of its Preferred Series D Stock. Common Stock On September 11, 2023, the Company issued 553,880 shares of its restricted common stock with a total grant date fair value of $155,086, or $0.28 per share, to Bevilacqua PLLC in exchange for services. During the three and nine months ended September 30, 2022, the Company did not issue any shares of its common stock. Stock Options During the nine months ended September 30, 2023 and 2022, the Company did not grant any equity awards to directors, officers, or employees. As of September 30, 2023 and December 31, 2022, all share-based compensation for unvested options, net of expected forfeitures, was fully recognized. Warrants for Stock During the nine months ended September 30, 2023 and 2022, the Company did not grant any warrants to purchase shares of its common stock. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Rent expense for the three months ended September 30, 2023 and 2022 was $558 and $417, respectively, and $4,524 and $4,251 for the nine months ended September 30, 2023 and 2022, respectively. The Company’s office space in Austin, Texas is leased on a month-to-month basis, and the lease agreement for the Pro-Tech facility in Oklahoma County, Oklahoma is cancellable at any time by giving notice of 90 days. As such there are no future annual minimum payments of September 30, 2023 and December 31, 2022, respectively. The Company is 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions Settlement Agreement 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 was subsequently amended on October 11, 2017 and again on January 17, 2018. On April 10, 2018, the Company and Visionary Private Equity Group I, LP, a Missouri limited partnership (“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 (see below). 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 a proposed future private placement (the “Proposed Private Placement”) is less than $0.75. The Company recorded share-based compensation of $11,281,602 in connection with the Settlement Agreement. 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 loaned to the Company $2,000,000 under a secured convertible original issue discount promissory note (the “New VPEG Note”). The loans made pursuant to the New VPEG Note reflect a 10% original issue discount, do not bear interest in addition to the original issue discount, are secured by a security interest in all of the Company’s assets, and at the option of VPEG are 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. On October 30, 2020, the Company and VPEG amended the New Debt Agreement to increase the loan amount to up to $3,000,000. On January 31, 2021, the Company and VPEG amended the New Debt Agreement to increase the loan amount to up to $3,500,000. On September 3, 2021, the Company and VPEG amended the New Debt Agreement to increase the loan amount to up to $4,000,000. See Note 5, Notes Payable Inspire Diagnostics On March 24, 2023 the Company received a short-term non-interest bearing advance from Inspire Diagnostics, an affiliated entity, in the amount of $33,500, which is due and payable upon demand. Shareholder Loan Ronald Zamber, a Director and shareholder of the Company, provided non-interest bearing working capital loans to the Company during 2019 in the aggregate amount of $185,150. During 2021, the Company repaid $5,000 of the outstanding loan balance to Mr. Zamber. During the three months ended September 30, 2023, the Company repaid $52,100 of the outstanding loan balance to Mr. Zamber. As of September 30, 2023, the outstanding balance owed to Mr. Zamber by the Company is $128,050. |
Segment and Geographic Informat
Segment and Geographic Information and Revenue Disaggregation | 9 Months Ended |
Sep. 30, 2023 | |
Segment and Geographic Information and Revenue Disaggregation [Abstract] | |
Segment and Geographic Information and Revenue Disaggregation | 9. Segment and Geographic Information and Revenue Disaggregation The Company has one reportable segment as of September 30, 2023 and December 31, 2022: 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. To provide users of the financial statements with information depicting how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, we have disaggregated revenue by customer, with customers representing more than five percent of total annual revenues comprising the first category, and those representing less than five percent of total annual revenues comprising the second category. Three Months Ended September 30, Nine Months Ended September 30, Category 2023 2022 2023 2022 > 5% $ 308,975 $ 253,277 $ 394,724 $ 790,416 < 5% 41,659 74,296 809,063 428,069 $ 350,634 $ 327,573 $ 1,203,787 $ 1,218,485 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Net Loss Per Share [Abstract] | |
Net Loss Per Share | 10. Net Loss Per Share Basic loss per share is computed using the weighted average number of shares of common stock outstanding at September 30, 2023 and 2022, 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 shares of common stock outstanding was 28,154,643 and 28,037,713 for the three months ended September 30, 2023, and 2022, respectively. Basic and diluted weighted average number of shares of common stock outstanding was 28,076,546 and 28,037,713 for the nine months ended September 30, 2023, and 2022, respectively. The following table sets forth the computation of net loss per share of common stock – basic and diluted: Three months ended Nine months ended 2023 2022 2023 2022 Numerator: Net loss $ (279,508 ) $ (143,047 ) $ (388,956 ) $ (217,329 ) Denominator Basic weighted average common stock outstanding 28,154,643 28,037,713 28,076,546 28,037,713 Diluted weighted average common stock outstanding 28,154,643 28,037,713 28,076,546 28,037,713 Net loss per share of common stock Basic $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.01 ) Diluted $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.01 ) |
Other Income
Other Income | 9 Months Ended |
Sep. 30, 2023 | |
Other Income [Abstract] | |
Other Income | 11. Other Income The Company reported other income for the nine months ended September 30, 2023 of $96,681. This amount is primarily attributable to forgiveness of the Second PPP Loan. Other income of $155,527 which the Company reported for the nine months ended September 30, 2022 was primarily attributable to refunds of federal payroll taxes as a result of provisions of the Coronavirus Aid, Relief, and Economic Security (CARES) Act (2020) and the Coronavirus Response and Consolidated Appropriations Act (2021). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events During the period of October 1, 2023 through November 14, 2023 the Company received additional proceeds of $477,000 pursuant to the Convertible Promissory Notes offering. See Note 5, Notes Payable |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Fair Value | Fair Value Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). Accounts and Notes Receivable are carried at amounts that approximate fair value. Accounts Receivable are recognized net of an allowance for doubtful accounts receivable. The allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience, current conditions and reasonable forecasts of future economic conditions. Accounts receivable are written down or off when a portion or all of such account receivable is determined to be uncollectible. As permitted under ASC 825, Financial Instruments (“ASC 825”), the Company has elected the fair value option for the H2EG Note. See Note 1, Organization and Basis of Presentation The estimated fair value of the Company’s Convertible Notes Payable is measured according to significant observable inputs (Level 3) including common share class volatility, applied discount rate, and probability weighting assigned to automatic and optional conversion scenarios. See Note 5, Notes Payable , Organization and Basis of Presentation At September 30, 2023 and December 31, 2022, the carrying value of the Company’s financial instruments such as accounts receivable, notes receivable, accounts payable, and notes payable approximated their fair values based on the short-term nature of these instruments. The carrying value of short-term notes and advances approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from contracts with customers The Company has one revenue stream, which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations of the Company’s contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the service period. The Company has reviewed its contracts with Pro-Tech customers and determined that due to their short-term nature, with durations of several days of service at the customer’s location, it is only those contracts that occur near the end of a financial reporting period that will potentially require allocation to ensure revenue is recognized in the proper period. The Company has reviewed all such transactions and recorded revenue accordingly. For the three and nine months ended September 30, 2023 and 2022, all of the Company’s revenue was recognized from contracts with oilfield operators. See Note 9 Segment and Geographic Information and Revenue Disaggregation 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. An allowance of $0 and $0 has been recorded at September 30, 2023 and December 31, 2022, respectively. The Company suffered no bad debt losses in the three and nine months ended September 30, 2023 and 2022, respectively. 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, 2023 and December 31, 2022, three and three customers comprised 86% and 78% of the Company’s gross accounts receivable, respectively. For the three months ended September 30, 2023 and 2022, three and three customers comprised 81% and 45% of the Company’s total revenue, respectively. For the nine months ended September 30, 2023 and 2022, four and three customers comprised 67% and 54% of the Company’s total revenue, respectively. |
Notes Receivable | Notes Receivable The Company has elected the fair value option for recognition of its notes receivable. As such, notes receivable are recognized at their estimated fair value with changes in fair value recognized in the consolidated statements of operations. No gain or loss related to change in fair value of the H2EG Note was recognized in the nine months ended September 30, 2023. The Company performs a review of its notes receivable on a quarterly basis. In determining the expected losses on notes receivable, we utilize the probability of default and discounted cash flow methods. Further, we stress-test the results to reflect the impact of unknown adverse future events including recessions. During the three and nine months ended September 30, 2023, the Company recorded no change in fair value for credit losses. To date, the Company has recorded no actual credit losses on notes receivable. The Company follows an income recognition policy on all interest earned on notes receivable. Under such policy the Company accounts for all notes receivable on a non-accrual basis and defers the recognition of any interest income until receipt of cash payments as we do not deem it probable that we will receive substantially all interest on outstanding notes receivable. |
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 consolidated balance sheets and any gain or loss is included in Other income/(expense) in the consolidated statements 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 7 years See Note 3, 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. The Company performs an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The Company has determined that it is comprised of one reporting unit at September 30, 2023 and December 31, 2022, and the goodwill balances of $145,149 are included in the single reporting unit. The carrying value of the single reporting unit is negative. To date, an impairment of goodwill has not been recorded. For the year ended December 31, 2022, the Company bypassed the qualitative assessment, and proceeded directly to the quantitative test for goodwill impairment. The Company’s Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. The Company’s other intangible assets are comprised of contract-based and marketing-related intangible assets, as well as acquisition-related intangibles. Acquisition-related intangibles include the value of Pro-Tech’s trademark and customer relationships, both of which are being amortized over their expected useful lives of 10 years beginning August 2018. |
PPP Loans | PPP Loans The Company accounts as debt any portion of loans issued pursuant to the Paycheck Protection Program (PPP) of the U.S. Small Business Administration which are not subject to forgiveness. See Note 5, Notes Payable |
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 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. In the case of third-party suppliers, the service period is the shorter of the period over which services are to be received or the vesting period. For employees, directors, officers and affiliates, the service period is typically the vesting period. Share-based compensation is included in general and administrative expenses in the consolidated statements of operations. See Note 6, Stockholders’ Equity |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, |
Earnings per Share | Earnings per Share Basic earnings (loss) per share are calculated by dividing the Company’s net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share are based on the weighted average number of shares of common stock outstanding during the period plus potentially dilutive shares of common stock outstanding during the period such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of the Related Assets | 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 7 years |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, at cost, consisted of the following: September 30, December 31, 2023 2022 (unaudited) Trucks $ 464,048 $ 464,048 Welding equipment 285,991 285,991 Office equipment 23,408 23,408 Machinery and equipment 18,663 18,663 Furniture and equipment 12,767 12,767 Computer hardware 8,663 8,663 Computer software 22,191 22,191 Total property, plant and equipment, at cost 835,731 835,731 Less – accumulated depreciation (765,434 ) (673,388 ) Property, plant and equipment, net $ 70,297 $ 162,343 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Intangible Assets Other than Goodwill and Related Accumulated Amortization | The following table shows intangible assets other than goodwill and related accumulated amortization as of September 30, 2023 and December 31, 2022. September 30, 2023 December 31, 2022 (unaudited) Pro-Tech customer relationships $ 129,680 $ 129,680 Pro-Tech trademark 42,840 42,840 Accumulated amortization and impairment (89,136 ) (76,197 ) Other intangible assets, net $ 83,384 $ 96,323 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable [Abstract] | |
Schedule of Convertible Promissory Notes | The Company issued an aggregate of $255,000 of Convertible Promissory Notes as of September 30, 2023 as follows: Holder Date Issued Principal Amount Flagstaff International LLC August 11, 2023 $ 100,000.00 JLP Partners August 12, 2023 $ 50,000.00 Richard Ducharme August 16, 3023 $ 25,000.00 Laurie Benezra August 23, 2023 $ 50,000.00 Kevin Huss September 28, 2023 $ 30,000.00 |
Segment and Geographic Inform_2
Segment and Geographic Information and Revenue Disaggregation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment and Geographic Information and Revenue Disaggregation [Abstract] | |
Schedule of Disaggregated Revenue by Customer | Three Months Ended September 30, Nine Months Ended September 30, Category 2023 2022 2023 2022 > 5% $ 308,975 $ 253,277 $ 394,724 $ 790,416 < 5% 41,659 74,296 809,063 428,069 $ 350,634 $ 327,573 $ 1,203,787 $ 1,218,485 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Net Loss Per Share [Abstract] | |
Schedule of Computation of Net Loss Per Share of Common Stock – Basic and Diluted | The following table sets forth the computation of net loss per share of common stock – basic and diluted: Three months ended Nine months ended 2023 2022 2023 2022 Numerator: Net loss $ (279,508 ) $ (143,047 ) $ (388,956 ) $ (217,329 ) Denominator Basic weighted average common stock outstanding 28,154,643 28,037,713 28,076,546 28,037,713 Diluted weighted average common stock outstanding 28,154,643 28,037,713 28,076,546 28,037,713 Net loss per share of common stock Basic $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.01 ) Diluted $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.01 ) |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Aug. 31, 2023 | Mar. 24, 2023 | Sep. 30, 2023 | Jul. 25, 2023 | Jul. 11, 2023 | Dec. 31, 2022 | |
Organization and Basis of Presentation [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Aggregate amount | $ 185,150 | $ 4,000,000 | |||||
Principal amount | $ 5,000,000 | ||||||
Interest rate | 5% | 5.50% | |||||
Total amount | $ 255,000 | $ 255,000 | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchase of Interest by Parent | 255,000 | ||||||
Allowance for credit losses | 0 | 0 | |||||
Accumulated deficit | (99,626,538) | (99,626,538) | |||||
Working capital deficit | (4,330,209) | (4,330,209) | |||||
Additional borrowings | $ 131,274 | $ 131,274 | |||||
Victory and Victory H2EG Merger Sub Inc [Member] | |||||||
Organization and Basis of Presentation [Line Items] | |||||||
Percentage of subsidiary | 70% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 | Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 | Dec. 31, 2022 USD ($) | Aug. 31, 2018 | |
Summary of Significant Accounting Policies [Line Items] | |||||||
Allowance (in Dollars) | $ 0 | $ 0 | $ 0 | $ 0 | |||
Number of customer | 3 | 3 | 3 | ||||
Accounts receivables, percentage | 78% | ||||||
Total revenue, percentage | 81% | 45% | 67% | 54% | |||
Goodwill (in Dollars) | $ 145,149 | $ 145,149 | $ 145,149 | $ 145,149 | |||
Expected useful lives | 10 years | ||||||
Accounts Receivable [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Number of customer | 3 | ||||||
Accounts receivables, percentage | 86% | ||||||
Total Revenues [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Number of customer | 3 | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of the Related Assets | Sep. 30, 2023 |
Welding equipment, Trucks, Machinery and equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Office equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Office equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Computer hardware and software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 13,224 | $ 39,606 | $ 92,046 | $ 112,248 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 835,731 | $ 835,731 |
Less -- accumulated depreciation | (765,434) | (673,388) |
Property, plant and equipment, net | 70,297 | 162,343 |
Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 464,048 | 464,048 |
Welding equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 285,991 | 285,991 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 23,408 | 23,408 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 18,663 | 18,663 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 12,767 | 12,767 |
Computer hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 8,663 | 8,663 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 22,191 | $ 22,191 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Other Intangible Assets [Abstract] | ||||
Amortization of intangible assets | $ 4,313 | $ 4,312 | $ 12,939 | $ 12,939 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details) - Schedule of Intangible Assets Other than Goodwill and Related Accumulated Amortization - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of intangible assets other than goodwill and related accumulated amortization [Abstract] | ||
Pro-Tech customer relationships | $ 129,680 | $ 129,680 |
Pro-Tech trademark | 42,840 | 42,840 |
Accumulated amortization and impairment | (89,136) | (76,197) |
Other intangible assets, net | $ 83,384 | $ 96,323 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 14, 2022 | Feb. 01, 2021 | Aug. 31, 2023 | Apr. 18, 2023 | Mar. 24, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 11, 2023 | Jul. 11, 2022 | Jan. 28, 2021 | Jun. 15, 2020 | Jun. 11, 2020 | |
Notes Payable [Line Items] | |||||||||||||||
Percentage of convertible promissory notes | 5% | ||||||||||||||
Principal balance | $ 5,000,000 | ||||||||||||||
Conversion price amount | $ 28,333,333 | ||||||||||||||
Aggregate amount | $ 185,150 | 4,000,000 | |||||||||||||
Accrued interest | $ 92,653 | $ 1,416 | $ 1,416 | ||||||||||||
Loan received | 92,653 | ||||||||||||||
Principal amount | 5,969 | $ 98,622 | |||||||||||||
Loan forgiven | $ 98,622 | ||||||||||||||
Accrues interest, percentage | 1% | ||||||||||||||
Term of notes | 5 years | 5 years | |||||||||||||
Interest expense | $ 1,437 | $ 1,437 | $ 4,266 | $ 4,266 | |||||||||||
Security agreement of amount | $ 31,437 | ||||||||||||||
Loan term | 5 years | ||||||||||||||
Repayable rate | $ 586 | ||||||||||||||
Interest rate | 4.50% | ||||||||||||||
Vehicle loan | 24,187 | $ 31,438 | |||||||||||||
Revolving loan | $ 30,000 | ||||||||||||||
Bears interest | 5% | 5.50% | |||||||||||||
Prime rate | 0.75% | ||||||||||||||
Borrowed amount | 20,000 | 0 | 20,000 | 0 | |||||||||||
Paycheck Protection Program Loan [Member] | |||||||||||||||
Notes Payable [Line Items] | |||||||||||||||
Loan received | $ 98,622 | ||||||||||||||
Paycheck Protection Program Loan [Member] | |||||||||||||||
Notes Payable [Line Items] | |||||||||||||||
Outstanding balance percentage | 1% | ||||||||||||||
Principal and interest amount | 192.47 | ||||||||||||||
Maturity date | Jun. 15, 2027 | ||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Notes Payable [Line Items] | |||||||||||||||
Principal balance | 5,000,000 | 5,000,000 | |||||||||||||
Aggregate amount | 255,000 | ||||||||||||||
New VPEG Note [Member] | |||||||||||||||
Notes Payable [Line Items] | |||||||||||||||
Interest expense | 4,800 | 1,000 | 13,750 | 15,200 | |||||||||||
Outstanding balance | 3,868,726 | 3,868,726 | 3,717,476 | ||||||||||||
Arvest Loan [Member] | |||||||||||||||
Notes Payable [Line Items] | |||||||||||||||
Principal balance | 30,000 | 30,000 | $ 10,000 | ||||||||||||
Interest expense | $ 1,206 | 0 | $ 1,799 | 0 | |||||||||||
Economic Injury Disaster Loan [Member] | |||||||||||||||
Notes Payable [Line Items] | |||||||||||||||
Principal amount | $ 150,000 | ||||||||||||||
Accrues interest, percentage | 3.75% | ||||||||||||||
Term of notes | 30 years | 30 years | |||||||||||||
Received loan amount | $ 150,000 | ||||||||||||||
Interest expense | $ 2,193 | $ 0 | $ 7,310 | $ 2,193 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Convertible Promissory Notes $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Flagstaff International LLC [Member] | |
Notes Payable [Line Items] | |
Date Issued | Aug. 11, 2023 |
Principal Amount | $ 100,000,000 |
JLP Partners [Member] | |
Notes Payable [Line Items] | |
Date Issued | Aug. 12, 2023 |
Principal Amount | $ 50,000,000 |
Richard Ducharme [Member] | |
Notes Payable [Line Items] | |
Date Issued | Aug. 16, 3023 |
Principal Amount | $ 25,000,000 |
Laurie Benezra [Member] | |
Notes Payable [Line Items] | |
Date Issued | Aug. 23, 2023 |
Principal Amount | $ 50,000,000 |
Kevin Huss [Member] | |
Notes Payable [Line Items] | |
Date Issued | Sep. 28, 2023 |
Principal Amount | $ 30,000,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | Sep. 11, 2023 USD ($) $ / shares shares |
Class of Stock [Line Items] | |
Total grant date fair value | $ | $ 155,086 |
Per share | $ / shares | $ 0.28 |
Common Stock [Member] | |
Class of Stock [Line Items] | |
Restricted common stock | shares | 553,880 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | ||||
Rent expense | $ 558 | $ 417 | $ 4,524 | $ 4,251 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Apr. 10, 2018 | Mar. 24, 2023 | Jan. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 03, 2021 | Oct. 30, 2020 | |
Related Party Transaction [Line Items] | |||||||
Warrant to purchase shares (in Shares) | 1,880,267 | ||||||
Increase the loan amount | $ 4,000,000 | $ 3,000,000 | |||||
Sale of stock, consideration receivable on transaction | $ 3,500,000 | ||||||
Short-term advance | $ 33,500 | ||||||
Aggregate amount | 185,150 | $ 4,000,000 | |||||
Repaid amount | $ 5,000 | $ 52,100 | |||||
Outstanding amount | $ 128,050 | $ 128,050 | |||||
Investor [Member] | Visionary Private Equity Group I, LP [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding indebtedness | $ 1,410,200 | ||||||
Warrant exercise price (in Dollars per share) | $ 0.75 | ||||||
Stock price (in Dollars per share) | $ 0.75 | ||||||
Share based compensation | $ 11,281,602 | ||||||
Investor [Member] | Debt Agreement [Member] | Visionary Private Equity Group I, LP [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity | $ 2,000,000 | ||||||
Original issue debt discount percentage | 10% | ||||||
Debt conversion price (in Dollars per share) | $ 0.75 |
Segment and Geographic Inform_3
Segment and Geographic Information and Revenue Disaggregation (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segment | 1 | 1 |
Number of geographical area | 1 | |
Hardband Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segment | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information and Revenue Disaggregation (Details) - Schedule of Disaggregated Revenue by Customer - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total annual revenues | $ 350,634 | $ 327,573 | $ 1,203,787 | $ 1,218,485 |
More Than Five Percent [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total annual revenues | 308,975 | 253,277 | 394,724 | 790,416 |
Less Than Five Percent [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total annual revenues | $ 41,659 | $ 74,296 | $ 809,063 | $ 428,069 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Loss Per Share [Abstract] | ||||
Dilutive shares | 28,154,643 | 28,037,713 | ||
Basic and diluted weighted average common stock | 28,076,546 | 28,037,713 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of Computation of Net Loss Per Share of Common Stock – Basic and Diluted - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net loss | $ (279,508) | $ (143,047) | $ (388,956) | $ (217,329) |
Denominator | ||||
Basic weighted average common stock outstanding | 28,154,643 | 28,037,713 | 28,076,546 | 28,037,713 |
Diluted weighted average common stock outstanding | 28,154,643 | 28,037,713 | 28,076,546 | 28,037,713 |
Net loss per share of common stock | ||||
Basic | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) |
Diluted | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) |
Other Income (Details)
Other Income (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other Income [Abstract] | ||||
Other income | $ 935 | $ 49,527 | $ 96,681 | $ 155,527 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 14, 2023 USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Received of additional amount | $ 477,000 |