Subsequent Events	6 Months Ended
Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 8 - Subsequent Events *Pro-Tech Acquisition* On July 31, 2018, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation (“Pro-Tech”), and Stewart Matheson (the “Seller”), pursuant to which the Company purchased from the Seller 100% of Pro-Tech’s issued and outstanding common stock (the “Acquired Shares”). The closing of the Acquisition also occurred on July 31, 2018. The aggregate purchase price for the Acquired Shares was $1,600,000 paid as follows: (i) $150,000 that was previously deposited into an escrow account was released to the Seller (the “Deposit”); (ii) $350,000 in cash (the “Cash Portion”); (iii) the modification of the named beneficiary of two life insurance policies for which the Seller is the named insured (the “Policies”), the aggregate value of which is approximately $118,000 as of the closing date, from Pro-Tech to a beneficiary other than Pro-Tech to be determined by the Seller; (iv) 11,000 shares of the Company’s common stock; (v) on the 60th day following the closing date, $300,000 in cash, to the extent that such amount of accounts receivable exist as of the closing date (the “Closing Receivables Payment”); and (vi) $700,000 in cash paid by the Company to the Seller over a period of two years following the closing in equal quarterly installments of $87,500 each, with the first such installment payable on October 31, 2018 and the last such installment payable on July 31, 2020 (the “Deferred Portion”), provided that upon a change of control of the Company, the Deferred Portion shall become immediately due and payable. The Purchase Agreement contains customary representations, warranties and covenants, and includes a covenant that the Seller will not compete with the business of Pro-Tech for a period of five (5) years following the closing. The Purchase Agreement also contains mutual indemnification for breaches of representations or warranties and failure to perform covenants or obligations contained in the Purchase Agreement. The Seller’s indemnification obligations are limited to the sum of (i) the cash value of the Policies and (ii) to the extent actually paid to the Seller, the Deposit, the Cash Portion, the Closing Receivables Payment and the Deferred Portion. Pursuant to the terms of the Purchase Agreement, on July 31, 2018, the Company also entered into a pledge and security agreement with Pro-Tech and the Seller (the “Security Agreement”), which grants to the Seller a first priority security interest in the assets of Pro-Tech (the “Collateral”) and the Acquired Shares, to secure the Company’s obligation to pay to the Seller the Closing Receivables Payment and the Deferred Portion. The Security Agreement contains customary representations, warranties and covenants. Any uncured default in the payment of the Closing Receivables Payment and the Deferred Portion in accordance with the terms of the Security Agreement constitutes an event of default under the Security Agreement, the occurrence and continuation of which provides the Seller with certain rights and remedies, including the right to: (i) make such payments and do such acts as the Seller reasonably considers necessary to protect his security interest in the Collateral; (ii) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell the Collateral; and (iii) sell the Acquired Shares or the Collateral. *Kodak Loan* On July 31, 2018, the Company entered into a loan agreement (the “Kodak Loan Agreement”) with Kodak Brothers Real Estate Cash Flow Fund, LLC, a Texas limited liability company (“Kodak”), pursuant to which the Company borrowed from Kodak $375,000 (the “Kodak Loan”) to fund payment for the acquisition of Pro-Tech. The Kodak Loan is evidenced by a secured convertible promissory note, dated July 31, 2018 (the “Kodak Note”), in the principal amount of $375,000, which shall accrue interest at an annual rate of 10% and has a maturity date of March 31, 2019. Provided that the Company is not in default under the Kodak Note or the Kodak Loan Agreement, it may extend the maturity date to June 30, 2019 so long as the Company pays to Kodak a $9,375 extension fee. Under the Kodak Loan Agreement, 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, which includes a cashless exercise provision. The terms of the Kodak Note provide that the Company will pre-pay (i), upon the closing of the Pro-Tech acquisition, the interest due for the period from the closing date through December 31, 2018 in the amount of $15,625; (ii) on or before January 10, 2019, the interest due for the period from January 1, 2019 through March 31, 2019 in the amount of $9,375; and (iii) in the event the Company extends the maturity date, on or before April 10, 2019, the interest due for the period from April 1, 2019 through June 30, 2019 in the amount of $9,375. Pursuant to the terms of the Kodak Note, at any time from and after the maturity date and prior to payment in full of the principal amount, Kodak may convert all or any portion of the outstanding principal amount plus all accrued but unpaid interest, into shares of the Company’s common stock at a conversion price of $0.75 per share or such lower price as shares of the Company’s common stock are sold to investors in the current, ongoing $7 million private placement, subject to certain adjustments. If Kodak elects to convert the Kodak Note into shares of common stock, the Company will issue to Kodak a five year warrant to purchase the number of shares of common stock issuable upon conversion of the Kodak Note, at an exercise of $0.75 per share, including a cashless exercise provision, and upon such other terms as are mutually agreeable to the parties. The Kodak Note contains customary events of default, the occurrence of which will cause the interest rate on the unpaid principal to increase to the lesser of: (i) 12% per annum; or (ii) the maximum interest rate permitted under applicable law. On July 31, 2018, in connection with the Kodak Loan Agreement, Pro-Tech and Kodak entered into a guaranty and security agreement (the “Guaranty Agreement”), pursuant to which the Kodak Note is guaranteed by Pro-Tech and is secured by (i) a first priority interest in all of the assets of the Company, excluding the Acquired Shares and the Collateral, such first priority interest being pari passu with a prior security interest granted by the Company to VPEG under the New Debt Agreement; and (ii) a second priority interest in the Acquired Shares and the Collateral, such security interest being subordinated to the first priority lien on the Acquired Shares and the Collateral granted to the Seller under the Security Agreement. On July 31, 2018, in connection with the Kodak Loan, the Company entered in an intercreditor agreement with Pro-Tech, Kodak, VPEG and the Seller (the “Intercreditor Agreement”), pursuant to which (i) VPEG agreed that, notwithstanding its automatic security interest in all the assets of the Company, including after-acquired assets, granted under the New Debt Agreement, it will relinquish any claim it may have to a security interest in the Acquired Shares and the Collateral; (ii) VPEG agreed that Kodak’s security interest in the assets of the Company, excluding the Acquired Shares and the Collateral, is pari passu with VPEG’s security interest in such assets of the Company; and (iii) Kodak’s security interest in the Acquired Shares and the Collateral is subordinated to the Seller’s security interest in the Acquired Shares and the Collateral. *Loans under New Debt Agreement* Subsequent to June 30, 2018, the Company has received loan proceeds of $145,000 from VPEG under the New Debt Agreement.

Subsequent Events

6 Months Ended

Jun. 30, 2018

Note 8 - Subsequent Events

Pro-Tech Acquisition

On July 31, 2018, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation (“Pro-Tech”), and Stewart Matheson (the “Seller”), pursuant to which the Company purchased from the Seller 100% of Pro-Tech’s issued and outstanding common stock (the “Acquired Shares”). The closing of the Acquisition also occurred on July 31, 2018.

The aggregate purchase price for the Acquired Shares was $1,600,000 paid as follows: (i) $150,000 that was previously deposited into an escrow account was released to the Seller (the “Deposit”); (ii) $350,000 in cash (the “Cash Portion”); (iii) the modification of the named beneficiary of two life insurance policies for which the Seller is the named insured (the “Policies”), the aggregate value of which is approximately $118,000 as of the closing date, from Pro-Tech to a beneficiary other than Pro-Tech to be determined by the Seller; (iv) 11,000 shares of the Company’s common stock; (v) on the 60th day following the closing date, $300,000 in cash, to the extent that such amount of accounts receivable exist as of the closing date (the “Closing Receivables Payment”); and (vi) $700,000 in cash paid by the Company to the Seller over a period of two years following the closing in equal quarterly installments of $87,500 each, with the first such installment payable on October 31, 2018 and the last such installment payable on July 31, 2020 (the “Deferred Portion”), provided that upon a change of control of the Company, the Deferred Portion shall become immediately due and payable.

The Purchase Agreement contains customary representations, warranties and covenants, and includes a covenant that the Seller will not compete with the business of Pro-Tech for a period of five (5) years following the closing. The Purchase Agreement also contains mutual indemnification for breaches of representations or warranties and failure to perform covenants or obligations contained in the Purchase Agreement. The Seller’s indemnification obligations are limited to the sum of (i) the cash value of the Policies and (ii) to the extent actually paid to the Seller, the Deposit, the Cash Portion, the Closing Receivables Payment and the Deferred Portion.

Pursuant to the terms of the Purchase Agreement, on July 31, 2018, the Company also entered into a pledge and security agreement with Pro-Tech and the Seller (the “Security Agreement”), which grants to the Seller a first priority security interest in the assets of Pro-Tech (the “Collateral”) and the Acquired Shares, to secure the Company’s obligation to pay to the Seller the Closing Receivables Payment and the Deferred Portion. The Security Agreement contains customary representations, warranties and covenants. Any uncured default in the payment of the Closing Receivables Payment and the Deferred Portion in accordance with the terms of the Security Agreement constitutes an event of default under the Security Agreement, the occurrence and continuation of which provides the Seller with certain rights and remedies, including the right to: (i) make such payments and do such acts as the Seller reasonably considers necessary to protect his security interest in the Collateral; (ii) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell the Collateral; and (iii) sell the Acquired Shares or the Collateral.

Kodak Loan

On July 31, 2018, the Company entered into a loan agreement (the “Kodak Loan Agreement”) with Kodak Brothers Real Estate Cash Flow Fund, LLC, a Texas limited liability company (“Kodak”), pursuant to which the Company borrowed from Kodak $375,000 (the “Kodak Loan”) to fund payment for the acquisition of Pro-Tech. The Kodak Loan is evidenced by a secured convertible promissory note, dated July 31, 2018 (the “Kodak Note”), in the principal amount of $375,000, which shall accrue interest at an annual rate of 10% and has a maturity date of March 31, 2019. Provided that the Company is not in default under the Kodak Note or the Kodak Loan Agreement, it may extend the maturity date to June 30, 2019 so long as the Company pays to Kodak a $9,375 extension fee. Under the Kodak Loan Agreement, 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, which includes a cashless exercise provision.

The terms of the Kodak Note provide that the Company will pre-pay (i), upon the closing of the Pro-Tech acquisition, the interest due for the period from the closing date through December 31, 2018 in the amount of $15,625; (ii) on or before January 10, 2019, the interest due for the period from January 1, 2019 through March 31, 2019 in the amount of $9,375; and (iii) in the event the Company extends the maturity date, on or before April 10, 2019, the interest due for the period from April 1, 2019 through June 30, 2019 in the amount of $9,375.

Pursuant to the terms of the Kodak Note, at any time from and after the maturity date and prior to payment in full of the principal amount, Kodak may convert all or any portion of the outstanding principal amount plus all accrued but unpaid interest, into shares of the Company’s common stock at a conversion price of $0.75 per share or such lower price as shares of the Company’s common stock are sold to investors in the current, ongoing $7 million private placement, subject to certain adjustments. If Kodak elects to convert the Kodak Note into shares of common stock, the Company will issue to Kodak a five year warrant to purchase the number of shares of common stock issuable upon conversion of the Kodak Note, at an exercise of $0.75 per share, including a cashless exercise provision, and upon such other terms as are mutually agreeable to the parties.

The Kodak Note contains customary events of default, the occurrence of which will cause the interest rate on the unpaid principal to increase to the lesser of: (i) 12% per annum; or (ii) the maximum interest rate permitted under applicable law.

On July 31, 2018, in connection with the Kodak Loan Agreement, Pro-Tech and Kodak entered into a guaranty and security agreement (the “Guaranty Agreement”), pursuant to which the Kodak Note is guaranteed by Pro-Tech and is secured by (i) a first priority interest in all of the assets of the Company, excluding the Acquired Shares and the Collateral, such first priority interest being pari passu with a prior security interest granted by the Company to VPEG under the New Debt Agreement; and (ii) a second priority interest in the Acquired Shares and the Collateral, such security interest being subordinated to the first priority lien on the Acquired Shares and the Collateral granted to the Seller under the Security Agreement.

On July 31, 2018, in connection with the Kodak Loan, the Company entered in an intercreditor agreement with Pro-Tech, Kodak, VPEG and the Seller (the “Intercreditor Agreement”), pursuant to which (i) VPEG agreed that, notwithstanding its automatic security interest in all the assets of the Company, including after-acquired assets, granted under the New Debt Agreement, it will relinquish any claim it may have to a security interest in the Acquired Shares and the Collateral; (ii) VPEG agreed that Kodak’s security interest in the assets of the Company, excluding the Acquired Shares and the Collateral, is pari passu with VPEG’s security interest in such assets of the Company; and (iii) Kodak’s security interest in the Acquired Shares and the Collateral is subordinated to the Seller’s security interest in the Acquired Shares and the Collateral.

Loans under New Debt Agreement

Subsequent to June 30, 2018, the Company has received loan proceeds of $145,000 from VPEG under the New Debt Agreement.