Note 2 - Acquisition EAF On February 1, 2017, the Company entered into a securities exchange agreement (the EAF Exchange Agreement) with Environmental Alternative Fuels, LLC, a Delaware limited liability company (EAF), EVO CNG, LLC, a Delaware limited liability company and a wholly owned subsidiary of EAF (EVO), pursuant to which the Company acquired all of the membership interests in EAF (the EAF Interests) from the EAF Members. EAF, together with EVO, is a compressed natural gas fueling station company with six fueling stations in California, Texas, Arizona and Wisconsin. The EAF Exchange Agreement further aligns the Company's business model to acquire existing CNG stations. The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date. Prepaid assets $ 32,118 Goodwill 3,993,730 Customer list 220,000 Trade mark 86,000 Favorable lease 307,000 Property and equipment 8,154,667 Deposits and other long-term assets 152,117 Derivative liability (82,632 ) Promissory notes  related party (8,050,000 ) Convertible promissory note - related party (9,500,000 ) Debt discount 4,687,000 The Company has evaluated, and expects the goodwill and other intangibles will most likely be deductible for income tax purposes. The Company engaged a third party valuation specialist to determine the fair value of the land, buildings, and equipment, and the EAF intangible assets. The Company incurred a total of approximately $250,000 in transaction closing costs, which were expensed as incurred as general and administrative expenses in the consolidated statement of operations, for the year ended December 31, 2016. The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2016. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time or that may result in the future. Year ended December 31, 2017 2016 (unaudited) (unaudited) Revenues: As reported $ 2,096,903 $ 482,895 Proforma (uaudited) $ 2,283,906 $ 3,128,509 Net loss: As reported $ (9,160,893 ) $ (2,933,543 ) Proforma (unaudited) $ (9,168,596 ) $ (3,348,579 ) Basic and diluted net loss per share: As reported $ (23.09 ) $ (9.25 ) Proforma (unaudited) $ (23.11 ) $ (10.56 ) As consideration for the EAF Interests, the Company issued a promissory note to an EAF member in the principal amount of $3.8 million (the Senior Promissory Note) that bears interest at 7.5%, with a default interest rate of 12.5% per year and has a maturity date of the earlier of (a) the date that is ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $10 million (a Private Offering); (b) December 31, 2017 or a (c) declaration by the noteholder of an event of default under the Senior Promissory Note. Subsequent to year end the promissory note's maturity was extended until July 2019. Also, as consideration for the EAF Interests, the Company convertible promissory notes to the EAF Members in the aggregate principal amount of $9.5 million (the Convertible Notes). The Convertible Notes bear interest at 1.5% per year and have a maturity date of February 1, 2026. The Convertible Notes are convertible into 1,400,000 shares (the Transaction Shares) of the Companys common stock, par value $0.0001 per share (the Common Stock), subject to adjustment for any stock splits, combinations or similar transactions, representing approximately 81.1% of the Companys total outstanding shares of Common Stock on a post transaction basis. Accordingly, the conversion of the Convertible Notes will result in a change in control of the Company. The number of Transaction Shares will be increased to equal 70% of the issued and outstanding Common Stock if the issuance of Common Stock pursuant to a private offering of Common Stock of up to $2 million and the conversion of the Companys subordinated notes payable to members and Senior Bridge Notes, convertible promissory notes, and certain accounts payable into Common Stock would otherwise cause the Transaction Shares to represent less than 70% of the issued and outstanding Common Stock. Pursuant to the terms of the Exchange Agreement, the EAF Members are entitled to demand registration rights and piggyback registration rights with respect to the Transaction Shares upon customary terms, limitations, exceptions and conditions. The Convertible Notes are secured by all of the assets of EAF and the EAF Interests, which the Company pledged to the EAF Members as security for the Convertible Notes. Each Convertible Note is convertible at the applicable holders option upon (1) consummation of a reorganization, merger or similar transaction where the Company is not the surviving or resulting entity or (2) the sale of all or substantially all of the Companys assets, subject to customary restrictions. The Convertible Notes are also subject to mandatory conversion at the Companys option beginning on the first anniversary of the date of issuance of the Convertible Notes if: (i) the closing price of the Common Stock is greater than (A) 150% of the price at which a share of Common Stock is sold in a Private Offering or (B) $10.00 if a Private Offering has not occurred by December 31, 2017 and (ii) the average daily trading volume of shares of Common Stock has equaled 100,000 or more for the 30 days prior to the applicable date. Upon a conversion of the Convertible Notes, accrued interest may also be converted at the greater of (i) the amount of interest to be converted divided by the exchange ratio of 0.1357, subject to adjustment for stock splits or combinations, or (ii) the amount of interest to be converted divided by the closing price of the Common Stock on the trading day preceding the conversion date. In connection with the closing of the Exchange Agreement, on February 1, 2017, the Company issued promissory notes to the EAF Members in the aggregate principal amount of $250,000 that bear interest at 6% per annum with a default rate of 11% per annum and a maturity date of the earlier of (a) the closing of a Private Offering; (b) 180 days from the date of the notes and (c) declaration by a holder of an event of default under the holders note (the Working Capital Notes). Subsequent to year end the notes were paid in full. In connection with the closing of the EAF Exchange Agreement, on February 1, 2017, the Company guaranteed a note from EAF to an EAF member dated January 30, 2017 in the principal amount of $4,000,000 (the EAF Note). The EAF Note is secured by all assets of EAF and is guaranteed by EAF. The EAF Note bears interest at 7.5% per annum with a default rate of 12.5% per annum and has a maturity date of the earlier of (a) February 1, 2020 and (b) declaration by the noteholder of an event of default under the EAF Note. El Toro On January 1, 2016, certain accredited investors contributed their current membership interests, as well as mezzanine debt and other liabilities totaling approximately $973,000 owed to Titan El Toro, LLC in exchange for Junior Bridge Notes in the amount of $973,000 and 64,387 Class A Membership Units in Titan CNG, LLC. In addition, members of El Toro agreed to contribute their membership interest in exchange for 10,892 Class A Membership Units in the Company. The Company acquired the remaining 80% of El Toro to further its business relationship in alignment with the Companys business model to acquire existing CNG stations. As required by ASC 805, Accounting for Business Combinations , when a company has a pre-existing ownership in another company and an acquisition is completed where control is obtained of the acquired company, the buyer must first measure the acquisition-date fair value of its previously held equity interest in the acquired company and recognize either (1) a gain for the excess of the fair value of the previously held interest over its carrying value or (2) a loss for the excess of carrying value over fair value. As a result of this acquisition, the Company recorded a $28,090 gain for the excess fair value over its carrying cost of El Toro. Management determined that the asset approach was the most appropriate methodology to determine the estimated fair value at the date of acquisition. As a result of the recentness of the procurement of El Toros assets and debt, management has determined that the estimated fair value is not materially different than the historical carrying values. The fair value of El Toro was as follows: January 1, 2016 Prepaid rent $ 34,287 Property and equipment 1,271,617 Deposits 38,669 Total assets acquired 1,344,573 Checks written in excess of bank balance 3,434 Accounts payable 68,145 Accounts payable - related party 55,249 Deferred rent 24,147 Accrued expenses 1,566 Accrued interest - related party 122,582 Subordinated notes payable to members 700,826 Long-term debt 1,300,000 Net liabilities acquired $ (931,376 )