Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jul. 20, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SG BLOCKS, INC. | ||
Entity Central Index Key | 1,023,994 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 2,364,047 | ||
Entity Common Stock, Shares Outstanding | 491,365 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 466,997 | $ 884,188 |
Short-term investment | 30,003 | 39,399 |
Accounts receivable, net | 86,035 | 165,933 |
Inventory | 158,181 | 198,970 |
Prepaid expenses and other current assets | 7,717 | |
Total current assets | 741,216 | 1,296,207 |
Equipment, net | 7,229 | 10,957 |
Security deposit | 3,900 | 15,900 |
Debt issuance costs, net | 5,204 | 26,019 |
Totals | 757,549 | 1,349,083 |
Current liabilities: | ||
Accounts payable and accrued expenses | 41,163 | 279,066 |
Accounts payable and accrued expenses - subject to compromise | 120,325 | |
Accrued interest, related party - subject to compromise | 43,301 | 36,833 |
Accrued interest | 173,147 | |
Related party accounts payable and accrued expenses- subject to compromise | 370,151 | |
Related party accounts payable and accrued expenses | 132,481 | |
Related party notes payable - secured claim | 73,500 | 73,500 |
Convertible debentures, net of discounts of $387,965 - secured claim | 5,017,045 | 800,726 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 28,024 | 3,500 |
Deferred revenue | 170,530 | 303,427 |
Conversion option liabilities | 110,000 | |
Warrant liabilities | 536,671 | |
Total current liabilities | 6,037,186 | 2,276,204 |
Convertible debentures, net of discounts of $594,599 | 2,402,176 | |
Debtor in possession financing | 600,000 | |
Total liabilities | 6,637,186 | 4,678,380 |
Commitments and contingencies | ||
Stockholders' deficiency: | ||
Preferred stock, $0.01 par value, 5,000,000 shares authorized; 0 issued and outstanding at December 31, 2015 and 2014 | ||
Common stock, $0.01 par value, 100,000,000 shares authorized; 42,918,927 issued and outstanding at December 31, 2015 and 2014 | 429,189 | 429,189 |
Additional paid-in capital | 7,171,683 | 6,978,907 |
Accumulated deficiency | (13,480,509) | (10,737,393) |
Accumulated other comprehensive loss | ||
Total stockholders' deficiency | (5,879,637) | (3,329,297) |
Totals | $ 757,549 | $ 1,349,083 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Balance Sheets [Abstract] | ||
Discount on convertible debt current | $ 387,965 | |
Discount on convertible debt noncurrent | $ 594,599 | |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 42,918,927 | 42,918,927 |
Common stock, shares outstanding | 42,918,927 | 42,918,927 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | ||
SG Block sales | $ 2,320,630 | $ 5,727,007 |
Engineering services | 65,154 | 159,345 |
Project management | 20,000 | 150,601 |
Total revenue | 2,405,784 | 6,036,953 |
Cost of revenue: | ||
SG Block sales | 1,832,086 | 4,389,312 |
Engineering services | 48,776 | 94,887 |
Project management | 17,000 | 85,939 |
Total cost revenue | 1,897,862 | 4,570,138 |
Gross profit | 507,922 | 1,466,815 |
Operating expenses: | ||
Payroll and related expenses | 1,003,699 | 1,216,300 |
General and administrative expenses | 790,611 | 793,476 |
Marketing and business development expense | 123,852 | 178,505 |
Pre-project expenses | 35,082 | 31,330 |
Total | 1,953,244 | 2,219,611 |
Operating loss | (1,445,322) | (752,796) |
Other income (expense): | ||
Interest expense | (1,944,487) | (1,066,833) |
Interest income | 22 | 24 |
Change in fair value of financial instruments | 646,671 | 1,386,469 |
Loss on extinguishment | (1,104,179) | |
Total | (1,297,794) | (784,519) |
Net loss | $ (2,743,116) | $ (1,537,315) |
Net loss per share - basic and diluted: | ||
Basic and diluted | $ (0.06) | $ (0.04) |
Weighted average shares outstanding: | ||
Basic and diluted | 42,918,927 | 42,787,865 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity Deficiency - USD ($) | Total | $0.01 Par Value Common Stock | Additional Paid-In Capital | Accumulated Deficiency |
Beginning Balance at Dec. 31, 2013 | $ (2,088,549) | $ 432,231 | $ 6,679,298 | $ (9,200,078) |
Beginning Balance, shares at Dec. 31, 2013 | 43,223,093 | |||
Stock-based compensation | $ 294,067 | $ 294,067 | ||
Return of unvested consultant stock | (45,000) | $ (5,000) | (40,000) | |
Return of unvested consultant stock, shares | (500,000) | |||
Issuance of common stock | $ 25,000 | $ 883 | $ 24,167 | |
Issuance of common stock, shares | 83,334 | |||
Exercise of common stock options | $ 22,500 | $ 1,125 | $ 21,375 | |
Exercise of common stock options, shares | 112,500 | |||
Net loss | (1,537,315) | $ (1,537,315) | ||
Ending Balance at Dec. 31, 2014 | $ (3,329,297) | $ 429,189 | $ 6,978,907 | $ (10,737,393) |
Ending Balance, shares at Dec. 31, 2014 | 42,918,927 | |||
Stock-based compensation | $ 192,776 | $ 192,776 | ||
Net loss | (2,743,116) | $ (2,743,116) | ||
Ending Balance at Dec. 31, 2015 | $ (5,879,637) | $ 429,189 | $ 7,171,683 | $ (13,480,509) |
Ending Balance, shares at Dec. 31, 2015 | 42,918,927 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating expenses: | ||
Net loss | $ (2,743,116) | $ (1,537,315) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 3,728 | 3,978 |
Amortization of debt issuance costs | 20,815 | 59,574 |
Accretion of discount on convertible debentures | 416,833 | 718,640 |
Default penalty on convertible debentures | 1,247,310 | |
Interest income on short-term investment | (22) | (24) |
Change in fair value of financial instruments | (646,671) | (1,386,469) |
Stock-based compensation | 192,776 | 294,067 |
Bad debts expense | 36,099 | |
Loss on extinguishment of debt | 1,104,179 | |
Return of unvested consultant stock | (45,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 79,898 | 44,487 |
Inventory | 40,789 | (164,918) |
Prepaid expenses and other current assets | 7,717 | 7,776 |
Accounts payable and accrued expenses | (237,903) | 22,064 |
Accounts payable and accrued expenses - subject to compromise | 120,325 | |
Accrued interest, related party - subject to compromise | 6,468 | 8,197 |
Accrued interest | 173,147 | (9,458) |
Related party accounts payable and accrued expenses - subject to compromise | 237,670 | (112,377) |
Billings in excess of costs and estimated earnings on uncompleted contracts | 24,524 | (20,849) |
Deferred revenue | (132,897) | (76,338) |
Net cash used in operating activities | (1,188,609) | (1,053,687) |
Cash flows from investing activities | ||
Short-term investment | 9,418 | |
Security deposit | 12,000 | (3,900) |
Purchase of equipment | (3,068) | |
Net cash provided by (used in) investing activities | 21,418 | (6,968) |
Cash flows from financing activities: | ||
Expenditures on debt issuance costs | (40,763) | |
Proceeds from exercise of common stock options | 22,500 | |
Proceeds from issuance of convertible debentures and warrants | 150,000 | 1,760,858 |
Proceeds from debtor in possession financing | 600,000 | |
Principal payments of convertible debentures- | (392,000) | |
Net cash provided by financing activities | 750,000 | 1,350,595 |
Net increase (decrease) in cash | (417,191) | 289,940 |
Cash and cash equivalents - beginning of year | 884,188 | 594,248 |
Cash and cash equivalents - end of year | 466,997 | 884,188 |
Cash paid during the year/period for: | ||
Interest | 79,914 | 209,966 |
Supplemental disclosure of non-cash financing activities: | ||
In connection with the issuance of convertible debentures, $40,000 was paid for accrued interest and $24,142 was paid for debt issuance costs. | ||
Issuance of common stock for settlement of debt | $ 25,000 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Statements of Cash Flows [Abstract] | |
Accrued interest | $ 40,000 |
Debt issuance costs | $ 24,142 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2015 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business SG Blocks, Inc. (the “Company”) was previously known as CDSI Holdings, Inc. (a Delaware corporation incorporated on December 29, 1993). On November 4, 2011, the Company’s wholly-owned subsidiary was merged with and into SG Building Blocks, Inc. (“SG Building”, formerly SG Blocks Inc.) (the “Merger”), with SG Building surviving the Merger and becoming a wholly-owned subsidiary of the Company. The Merger was a reverse merger that was accounted for as a recapitalization of SG Building as SG Building was the accounting acquirer. Accordingly, the historical financial statements presented are the financial statements of SG Building. During 2011, the Company formed SG Blocks Sistema De Constucao Brasileiro LTDA. (“SG Brazil”), a wholly owned subsidiary of the Company. The Company formed SG Brazil in order to actively explore opportunities in Brazil. SG Brazil had been inactive since 2013. In May 2015, the Company formed Endaxi Infrastructure Group, Inc. (“Endaxi”), which is currently inactive. The Company is a provider of code engineered cargo shipping containers modified for use in “green” construction. The Company also provides engineering and project management services related to the use of modified containers in construction. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 12 Months Ended |
Dec. 31, 2015 | |
Liquidity and Financial Condition [Abstract] | |
Liquidity and Financial Condition | 2. Liquidity and Financial Condition On October 15, 2015, the Company filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). On June 3, 2016, the United States Bankruptcy Court for the Southern District of New York confirmed the Company’s plan of reorganization (the "Plan"). The Plan became effective on June 30, 2016 (the “Effective Date”). Through December 31, 2015, the Company has incurred an accumulated deficiency since inception of $13,480,509. At December 31, 2015, the Company had a cash balance of $466,997. Since the Company’s inception, it has generated revenues from SG Block sales, engineering services, and project management. On the Effective Date, the Plan became effective and the Company emerged from bankruptcy. On October 15, 2015, the Company, as borrower, and its subsidiaries, as guarantors, entered into a Debtor in Possession Credit Agreement (the “DIP Credit Agreement” and the loans thereunder, the “DIP Loan”) with Hillair Capital Investments L.P. (“HCI”), and, as condition to the making of the DIP Loan, the Company and its subsidiaries entered into that Senior Security Agreement (the “DIP Security Agreement” and together with the DIP Credit Agreement and the other documents entered into in connection therewith, the “DIP Facility”), also dated as of October 15, 2015, with Hillair Capital Management LLC (“HCM”) pursuant to which SGB and its subsidiaries granted HCM a first priority security interest in all of their respective assets for the benefit of HCI. The DIP Loan had a maximum principal amount of $600,000, bore interest at a rate of 12% and was due and payable upon the earlier to occur of April 15, 2016 or other dates specified in the DIP Credit Agreement, and required the Company to pay a collateral fee of $25,000. The DIP Loan became due on April 15, 2016 but was not repaid until the Effective Date as described below. The funds advanced under the DIP Facility were used by the Company to fund its operation during the Bankruptcy Proceeding, including payment of professional fees and expenses. On the Effective Date and in accordance with the Plan, the DIP Facility was repaid in full and the related DIP Credit Agreement was terminated. On the Effective Date, and pursuant to the terms of the Plan, the Company entered into a Securities Purchase Agreement, dated June 30, 2016, (the “2016 SPA”), pursuant to which the Company sold for a subscription price of $2,000,000 a 12% Original Issue Discount Senior Secured Convertible Debenture to HCI in the principal amount of $2,500,000, with a maturity date of June 30, 2018 (the “Exit Facility”). The Exit Facility is convertible at HCI’s option at any time in whole or in part into shares of New Common Stock (as defined below) at a ratio of 1 share for every $1.25 of debt. Pursuant to that certain Subsidiary Guaranty Agreement, effective as of the Effective Date (the “Guarantee Agreement”), by SG Building in favor of HCI, SG Building unconditionally guaranteed (the “Guarantee”) the obligations and indebtedness owed to HCI under the Exit Facility and the Guarantee is secured by a first-priority lien and security interest on all of the Guarantor’s assets. The Exit Facility and SG Building’s obligations under the Guarantee are secured by a first-priority lien and security interest on all of the Company’s and SG Building’s assets pursuant to that certain Security Agreement, dated as of the Effective Date, by and between the Company, SG Building and HCI (the “Security Agreement”). The Exit Facility will be used (i) to make a one hundred percent (100%) distribution for payment of unsecured claims in accordance with the Plan, (ii) to pay all costs of the administration of SGB’s Bankruptcy, (iii) to pay all amounts owed under the DIP Facility and (iv) for general working capital purposes of the Company. Prior to the Effective Date, the Company was authorized to issue 300,000,000 shares of common stock, par value $0.01 (the “Former Common Stock”) of which 42,918,927 shares were issued and outstanding as of June 29, 2016. On the Effective Date, all previously issued and outstanding shares of the Former Common Stock were deemed discharged, cancelled and extinguished, and, pursuant to the Plan, SGB issued, in the aggregate, 491,365 shares of common stock, par value $0.01 (the “New Common Stock”), to the holders of Former Common Stock, representing 7.5% of SGB’s issued and outstanding New Common Stock, after taking into account full exercise of the Management Options (as defined below) and conversion of the New Preferred Stock (as defined below) but prior to any conversion of the Exit Facility, as of the Effective Date. Further, under the Plan, upon the Effective Date certain members of the Company’s management were entitled to receive options (“Management Options”) to acquire an aggregate of 10%, or approximately 655,153 shares, of SGB’s New Common Stock, on a fully diluted basis, assuming conversion of all of the New Preferred Stock but not the Exit Facility. The Company has not yet issued the Management Options, but expects to issue them sometime in the current quarter. Prior to the Effective Date, the Company was authorized to issue 5,000,000 shares of preferred stock, par value $0.01 (the “Former Preferred Stock”) none of which was issued and outstanding prior to the Effective Date. On the Effective Date, pursuant to the terms of the Plan and the Company’s Amended and Restated Certificate of Incorporation, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Convertible Preferred Stock, designating 5,405,010 shares of preferred stock, par value $1.00 (the “New Preferred Stock”). As described in the Current Report on Form 8-K filed by the Company with the SEC on July 7, 2016 (the “July 8-K”), on the Effective Date and pursuant to the Plan, each Prepetition Loan Document (as defined in the July 8-K) was cancelled and the holders of debt thereunder received one share of the New Preferred Stock for each dollar owed by the Company thereunder. The New Preferred Stock is convertible into New Common Stock on a 1:1 basis and, if converted on the Effective Date, would convert into 82.5% of the New Common Stock issued and outstanding on the Effective Date, after taking into account shares of New Common Stock issued to holders of the Former Common Stock and the exercise of the Management Options but prior to any conversion of the Exit Facility. The exchange of debt for equity under the Plan and the conversion of the Exit Facility, if effected on the Effective Date, would give HCI a controlling interest of SGB. The Company expects that through the next 10 to 16 months, the capital requirements to fund the Company’s growth will consume all of the cash flows that it expects to generate from its operations, as well as from the proceeds of the issuances of senior convertible debt securities. The Company further believes that during this period, while the Company is focusing on the growth and expansion of its business, the gross profit that it expects to generate from operations will not generate sufficient funds to cover expected operating costs. Accordingly, the Company requires further external funding to sustain operations and to follow through on the execution of its business plan. There is no assurance that the Company’s plans will materialize and/or that the Company will be successful in funding estimated cash shortfalls through additional debt or equity capital and through the cash generated by the Company’s operations. Given these conditions, the Company’s ability to continue as a going concern is contingent upon it being able to secure an adequate amount of debt or equity capital to enable it to meet its cash requirements. In addition, the Company’s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrants into established markets, the competitive environment in which the Company operates and the current capital raising environment. Since inception, the Company’s operations have primarily been funded through proceeds from equity and debt financings and sales activity. Although management believes that the Company has access to capital resources, there are currently no commitments in place for additional financing at this time, and there is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company’s financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should it be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of consolidation Accounting estimates Operating cycle – Revenue recognition Contract costs include all direct material and labor costs and those indirect costs related to contract performance. General and administrative costs, marketing and business development expenses and pre-project expenses are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. An amount equal to contract costs attributable to claims is included in revenue when realization is probable and the amount can be reliably estimated. The asset, “Costs and estimated earnings in excess of billing on uncompleted contracts,” represents revenue recognized in excess of amounts billed. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billing in excess of revenue recognized. The Company offers a one-year warranty on completed contracts. For the year ended December 31, 2015 and 2014, the Company recognized $2,356 and $24,925, respectively, in warranty claims. The Company does not anticipate that any additional claims are likely to occur for warranties that are currently outstanding. Accordingly, no warranty reserve is considered necessary for any of the year’s presented. The Company also supplies repurposed containers to its customers. In these cases, the Company serves as a supplier to its customers for standard and made to order products that it sells at fixed prices. Revenue from these contracts is generally recognized when the products have been delivered to the customer, accepted by the customer and collection is reasonably assured. Revenue is recognized upon completion of the following: an order for product is received from a customer; written approval for the payment schedule is received from the customer and the corresponding required deposit or payments are received; a common carrier signs documentation accepting responsibility for the unit as agent for the customer; and the unit is delivered to the customer’s shipping point. The title and risk of loss passes to the customer at the customer’s receiving point. Amounts billed to customers in a sales transaction for shipping and handling are classified as revenue. Products sold are generally paid for based on schedules provided for in each individual customer contract including upfront deposits and progress payments as products are being manufactured. Funds received in advance of meeting the criteria for revenue recognition are deferred and are recorded as revenue when they are earned. Cash and cash equivalents Short-term investment Accounts receivable The Company had a factoring agreement which provided for the Company to receive an advance of 75% of any accounts receivable that it factors. On August 13, 2012, the factoring agreement was increased for up to $1,000,000 for credit worthy retail clients. The factoring agreement also provides for discount fees ranging from 2.5% to 7.5% of the face value of any accounts receivable factored. The factoring agreement is with recourse except in an instance which the customer is insolvent. The agreement originally expired January 2013 and was automatically extended for a one year period. The agreement will continue to automatically extend for successive periods of one year unless either party formally cancels. For the years ended December 31, 2015 and 2014 there has been no activity with regard to this agreement. Under the convertible debentures agreement as described in Note 10, the Company is precluded from any borrowing under this factoring agreement. This agreement was terminated in January 2015. Inventory Equipment Debt issuance costs Convertible instruments The Company has determined that the embedded conversion options should be bifurcated from their host instruments and a portion of the proceeds received upon the issuance of the hybrid contract have been allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. Common stock purchase warrants and other derivative financial instruments The Company’s free standing derivatives consist of warrants to purchase common stock that were issued to a placement agent involved with the private offering memorandum as well as issuances of convertible debentures as described in Note 10 and 15. The Company evaluated the common stock purchase warrants to assess their proper classification in the consolidated balance sheet and determined that the common stock purchase warrants feature a characteristic permitting cash settlement at the option of the holder. Accordingly, these instruments have been classified as warrant liabilities in the accompanying consolidated balance sheets as of December 31, 2014 and 2013. Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximized the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Financial liabilities measured at fair value on a recurring basis are summarized below: December 31, 2015 Quoted prices in active market for identical assets (Level l) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant Liabilities $ - $ - $ - $ - (1) Conversion Option Liabilities $ - $ - $ - $ - (1) (1) Diminimus value at December 31, 2015. December 31, Quoted prices in active market for identical assets Significant other observable inputs Significant unobservable inputs Warrant Liabilities $ 536,671 $ - $ - $ 536,671 Conversion Option Liabilities $ 110,000 $ - $ - $ 110,000 Warrant and conversion option liabilities are measured at fair value the lattice pricing model and are classified within Level 3 of the valuation hierarchy. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer, who reports to the Chief Executive Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer and are approved by the Chief Executive Officer. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: For the year ended For the year ended Beginning balance $ 646,671 $ 217,611 Aggregate fair value of conversion option liabilities and warrants issued - 1,815,529 Change in fair value related to increase in warrants issued for anti-dilutive adjustment - 745,920 Change in fair value of conversion option liabilities and warrants (646,671 ) (2,132,389 ) Ending balance $ - $ 646,671 The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Company’s derivative financial instruments are discussed in Note 10 and 15. The Company presented warrant and conversion option liabilities at fair value on its consolidated balance sheets, with the corresponding changes in fair value recorded in the Company’s consolidated statements of operations for the applicable reporting periods. As disclosed in Note 10 and 15, the Company computed the fair value of the warrant and conversion option liabilities at the dates of issuance and the reporting dates of December 31, 2015 and 2014 using the lattice pricing method. The calculation of the lattice pricing model involves the use of the fair value of the Company’s common stock, estimated term, volatility, risk-free interest rates, the size of the time step and dividend yield (if applicable). The Company developed the assumptions that were used as follows: The fair value of the Company’s common stock was obtained from publicly quoted prices as well as valuation models developed by the Company. The results of the valuation were assessed for reasonableness by comparing such amount to sales of other equity and equity linked securities to unrelated parties for cash and intervening events affected in the price of the Company’s stock. The term represents the remaining contractual term of the derivative; the volatility rate was developed based on analysis of the Company’s historical stock price volatility and the historical volatility rates of several other similarly situated companies (using a number of observations that was at least equal to or exceeded the number of observations in the life of the derivative financial instrument at issue); the risk free interest rates were obtained from publicly available US Treasury yield curve rates; the dividend yield is zero because the Company has not paid dividends and does not expect to pay dividends in the foreseeable future. The size of the time step is used to determine the up ratio and down ratio probabilities applied in the lattice model and are proportional to the remaining term of the derivative instrument. Share-based payments – Foreign currency translation Income taxes – The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. Concentrations of credit risk – With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2015 and 2014, 74% and 85%, respectively, of the Company’s accounts receivable were due from two customers, respectively. Revenue relating to two customers, represented approximately 70% and 79% of the Company’s total revenue for the years ended December 31, 2015 and 2014, respectively. Costs of revenue relating to one vendor, who is a related party and disclosed in Note 18, represented approximately 49% and 25% of the Company’s total cost of revenue for the years ended December 31, 2015 and 2014, respectively. Cost of revenue relating to one unrelated vendor represented approximately 27% and 61% of the Company’s total cost of revenue for the years ended December 31, 2015 and 2014, respectively. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. Recent accounting pronouncements Revenue from Contracts with Customers In August 2014, the FASB issued ASU 2014 -15, Presentation of Financial Statements - Going Concern. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. In July 2015, the FASB issued ASU No. 2015-11, Inventory: Simplifying the Measurement of Inventory. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718 Management does not believe that these or any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | 4. Accounts Receivable At December 31, 2015 and 2014, the Company’s accounts receivable consisted of the following: 2015 2014 Billed: SG block sales $ 82,200 $ 172,837 Engineering services 14,181 2,000 Project management 14,400 15,842 Total gross receivables 110,781 190,679 Less: allowance for doubtful accounts (24,746 ) (24,746 ) Total net receivables $ 86,035 $ 165,933 |
Costs and Estimated Earnings on
Costs and Estimated Earnings on Uncompleted Contracts | 12 Months Ended |
Dec. 31, 2015 | |
Costs and Estimated Earnings on Uncompleted Contracts [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | 5. Costs and Estimated Earnings on Uncompleted Contracts Costs and estimated earnings on uncompleted contracts consist of the following at December 31, 2015 and 2014: 2015 2014 Costs incurred on uncompleted contracts $ 18,363 $ - Provision for loss on uncompleted contracts - - Estimated earnings (losses) 6,786 - 25,149 - Less: billings to date (53,173 ) (3,500 ) $ (28,024 ) $ (3,500 ) The above amounts are included in the accompanying consolidated balance sheets under the following captions at December 31, 2015 and 2014. 2015 2014 Costs and estimated earnings in excess of billings on uncompleted contracts $ - $ - Billings in excess of cost and estimated earnings on uncompleted contracts (28,024 ) (3,500 ) $ (28,024 ) $ (3,500 ) Although management believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Inventory [Abstract] | |
Inventory | 6. Inventory At December 31, 2015 and 2014, the Company’s inventory consisted of the following: 2015 2014 Contract building $ 158,181 $ 198,970 $ 158,181 $ 198,970 |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Equipment [Abstract] | |
Equipment | 7. Equipment At December 31, 2015 and 2014, the Company’s equipment consisted of the following: 2015 2014 Computer equipment and software $ 22,786 $ 22,786 Furniture and other equipment 2,997 2,997 25,783 25,783 Less: accumulated depreciation (18,553 ) (14,826 ) $ 7,230 $ 10,957 Depreciation expense for the years ended December 31, 2015 and 2014 amounted to $3,728 and $3,978, respectively. |
Debt Issuance Costs
Debt Issuance Costs | 12 Months Ended |
Dec. 31, 2015 | |
Debt Issuance Costs [Abstract] | |
Debt Issuance Costs | 8. Debt Issuance Costs Debt issuance costs consisted of the following at December 31, 2015 and 2014: 2015 2014 Financial advisor fee $ 108,000 $ 108,000 Legal fees 56,229 56,229 Fair value of warrants issued (as disclosed in Note 15 ) 11,024 11,024 175,253 175,253 Less: accumulated amortization (170,049 ) (149,234 ) $ 5,204 $ 26,019 Amortization expense of debt issuance costs for the years ended December 31, 2015 and 2014 amounted to $20,815 and $59,574, respectively, and is included in interest expense on the accompanying consolidated statements of operations. Future estimated amortization expense of deferred loan costs for the year ending December 31, 2016 is $5,204. |
Related Party Notes Payable
Related Party Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Notes Payable [Abstract] | |
Related Party Notes Payable | 9. Related Party Notes Payable On March 26, 2009, the Company entered into a $50,000 revolving credit promissory note (the “Revolver”) with Vector Group Ltd. (“Vector”), a principal stockholder of the Company. On January 26, 2011, the Company and Vector entered into an amendment to the Revolver increasing the amount that the Company may borrow from $50,000 to $100,000. The loan bears interest at 11% per annum and was due on December 31, 2013. During January 2014, the Revolver was extended from December 31, 2013 to June 30, 2015. The Revolver is currently in default but the Company has obtained waivers from the Convertible Debenture holders in regards to a cross default provision outlined in the underlying agreements. As of December 31, 2015 and 2014, the balance due to Vector amounted to $73,500. As of December 31, 2015 and 2014, accrued interest related to the Revolver amounted to $43,301 and $36,833, respectively, and is included in accrued interest, related party on the accompanying consolidated balance sheets. Due to the Company filing a voluntary petition for relief under Chapter 11 of Title 11 of the Bankruptcy Court, interest stopped accruing on October 15, 2015. Additional contractual interest through December 31, 2015 would have resulted in $1,729 of additional interest. Subsequent to December 31, 2015, in connection with the Plan, the Revolver was treated as an unsecured claim and paid in accordance with the Plan as disclosed in Note 20. Interest expense for other related party notes payable amounted to $6,468 and $8,197 for the years ended December 31, 2015 and 2014, respectively. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Debentures [Abstract] | |
Convertible Debentures | 10. Convertible Debentures Existing Debentures On December 27, 2012, the Company entered a Securities Purchase Agreement (“Securities Purchase Agreement”) with Hillair Capital Investments L.P. (“Hillair), whereby the Company issued and sold to Hillair: (i) $1,120,000 in 8% Original Discount Senior Secured Convertible Debentures due July 1, 2014, for $1,000,000 (“Debenture”), and (ii) a Common Stock purchase warrant to purchase up to 2,604,651 shares of the Company’s Common Stock with a fair value of $199,806 at issuance, which has been recorded as a discount to the debenture. (As disclosed in Note 15) The Company recorded a discount of $120,000, which is being amortized over the term of the debenture, using the effective interest method. At the date of issuance the fair value of the conversion option liability was determined to be $69,502, which has been recorded as a discount to the debenture. At any time after December 28, 2012, until the Debenture is no longer outstanding, the Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of Hillair, subject to certain conversion limitations set forth in the Debenture. The initial conversion price for the Debenture is $0.43 per share, subject to adjustments upon certain events, as set forth in the Debenture. The Company shall pay interest on the aggregate unconverted and then outstanding principal amount of the Debenture at 8% per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on July 1, 2013. Interest is payable in cash or at the Company’s option in shares of Common Stock, provided certain conditions are met, based on a share value equal to the lesser of (a) $0.43 per share, subject to adjustments upon certain events, and (b) 90% of the average of the volume weighted average price for 20 consecutive trading days prior to the applicable interest payment date, provided that the price shall be equal to at least a $0.01 discount to the volume weighted average price for the trading day that is immediately prior to the applicable interest payment date. Merriman Capital, Inc. (“Merriman”) acted as financial advisor to the Company in connection with the transaction and received a fee consisting of $80,000 and warrants to purchase up to 104,186 shares of the Company’s Common Stock. (As disclosed in Note 15) In connection with the issuance of the Debenture, the Company also paid Hillair $45,000 for due diligence which has been recorded as a discount to the debenture, and will be amortized over the term of the debenture, using the effective interest method. In addition, the Company incurred $15,466 in legal fees which are included in debt issuance costs in the accompanying consolidated balance sheet at December 31, 2015 and December 31, 2014. As described below, in April 2014 the Company exchanged certain outstanding debentures, including the 2012 Hillair Debenture, for new Senior Convertible Debentures (“2014 Exchange Debentures”). The surrendered debentures, including the 2012 Hillair Debenture, were cancelled at the time of the exchange. On January 8, 2013 and January 9, 2013, the Company issued and sold to Next View Capital LP (“Next View”) and another investor (“Another Investor”) an aggregate of (i) $392,000 in 8% Original Discount Senior Secured Convertible Debentures due July 1, 2014, for $350,000 (“January 2013 Debentures”), and (ii) Common Stock purchase warrants to purchase up to 911,628 shares of the Company’s Common Stock with a fair value of $69,933 at issuance, which has been recorded as a discount to the January 2013 Debentures. (As disclosed in Note 15). The Company recorded a discount of $42,000, which will be amortized over the term of the debenture, using the effective interest method. At the date of issuance the fair value of the conversion option liability was determined to be $24,322, which has been recorded as a discount to the debenture. Except for the date of issuance, these debentures and warrants have the same terms and conditions as the debenture and warrant issued to Hillair as described above. Also, the conversion price for the January 2013 Debentures was adjusted to $0.23 per share. Merriman acted as financial advisor to the Company in connection with this transaction and received a fee consisting of $28,000 and warrants to purchase up to 36,466 shares of the Company’s Common Stock. (As disclosed in Note 15) On each of April 1, 2014 and July 1, 2014, the Company is obligated to redeem a total amount equal to $756,000 in connection with the Hillair, Next View and Another Investor debentures. In lieu of a cash redemption and subject to the Company meeting certain equity conditions described in the Debenture, the Company may elect to pay the Periodic Redemption Amount in shares based on a conversion price equal to the lesser of (a) $0.43 per share, subject to adjustments upon certain events, and (b) 90% of the average of the volume weighted average price for the 20 consecutive trading days prior to the applicable redemption date, provided that the conversion price shall be equal to at least a $0.01 discount to the volume weighted average price for the 20 consecutive days that is immediately prior to the applicable redemption date. The Company made a payment of $252,000 in April 2014 and $140,000 in July 2014. In April 2013, the Company issued and sold to Frank Casano (“Casano”) and Scott Masterson (“Masterson”) an aggregate of (i) $560,000 in 8% Original Discount Senior Secured Convertible Debentures due October 15, 2014, for $500,000 (“April 2013 Debentures”), and (ii) Common Stock purchase warrants to purchase up to 1,302,326 shares of the Company’s Common Stock with a fair value of $60,801 at issuance, which has been recorded as a discount to the April 2013 Debentures. (As disclosed in Note 15) The Company recorded a discount of $60,000, which will be amortized over the term of the debenture, using the effective interest method. At the date of issuance the fair value of the conversion option liability was determined to be $14,971, which has been recorded as a discount to the debenture. Except for the date of issuance, these debentures and warrants have the same terms and conditions as the debenture and warrant issued to Hillair as described above. As described below, in April 2014 the April 2013 Debentures were exchanged for 2014 Exchange Debentures. The surrendered April 2013 Debentures were cancelled at the time of the exchange. On July 15, 2014 and on October 15, 2014, the Company was obligated to redeem a total amount equal to $280,000 in connection with the April 2013 Debentures. In lieu of a cash redemption and subject to the Company meeting certain equity conditions described in the April 2013 Debentures, the Company may elect to pay the Periodic Redemption Amount in shares based on a conversion price equal to the lesser of (a) $0.43 per share, subject to adjustments upon certain events, and (b) 90% of the average of the volume weighted average price for the 20 consecutive trading days prior to the applicable redemption date, provided that the conversion price shall be equal to at least a $0.01 discount to the volume weighted average price for the 20 consecutive days that is immediately prior to the applicable redemption date. As described below, in conjunction with an exchange agreement and the exchange of the April 2013 Debentures for 2014 Exchange Debentures, the Company was not required to make a payment on July 15, 2014 and October 15, 2014. 2014 Debentures On April 10, 2014, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Hillair, Casano and Masterson who held certain of the existing Senior Convertible Debentures described above (the "Existing Debentures"). Under the terms of the Exchange Agreement, Existing Debentures with a stated maturity value of $1,680,000 were surrendered in exchange for (i) new Senior Convertible Debentures with a stated interest rate of eight percent (8%) per year, a stated maturity value of $1,915,200, a conversion price of $0.25 per share, subject to adjustment, with a final maturity date of April 1, 2016 (the “2014 Exchange Debentures”), and (ii) a five (5) year Common Stock purchase warrant to purchase up to 7,660,800 shares of the Company’s common stock at an exercise price of $0.275 (110% of the conversion price), subject to adjustment (the “2014 Exchange Warrants”). At April 10, 2014, the carrying value of 2014 Existing Debentures was $1,680,000 and the fair value of the conversion option liability was $2,366. The fair value of the conversion option liability of the 2014 Exchange Debentures was determined to be $380,744 and the fair value of the warrants issued was determined to be $490,601. The Company recognized a loss of $1,104,179 on this exchange transaction. In connection with the Exchange Agreement, the Company incurred $20,763 in legal fees which are included in debt issuance costs in the accompanying consolidated balance sheet at December 31, 2015 and 2014. On April 10, 2014, the Company entered into a Securities Purchase Agreement (the “2014 SPA”) with four investors, including Hillair pursuant to which the Company issued and sold (i) $2,080,500 in 8% Original Discount Senior Secured Convertible Debentures, for $1,825,000, with a conversion price of $0.25 per share, subject to adjustment, with a final maturity date of April 1, 2016 (the “2014 New Debentures” together with the 2014 Exchange Debentures, the “2014 Debentures”), and (ii) a five (5) year Common Stock purchase warrant to purchase up to 8,322,000 shares of the Company’s common stock at an exercise price of $0.275 (110% of the conversion price), subject to adjustment with a fair value of $532,944 at issuance, which has been recorded as a discount to the 2014 New Debentures. (As disclosed in Note 15) Holders of the 2014 Debentures are referred to in this Annual Report on Form 10-K as the “2014 Holders”. The Company recorded a discount of $255,500, which is being amortized over the term of the 2014 New Debentures, using the effective interest method. The initial conversion price for the 2014 New Debentures is $0.25 per share, subject to adjustments upon certain events, as set forth in the 2014 New Debentures. At the date of issuance the fair value of the conversion option liability was determined to be $413,606, which has been recorded as a discount to the 2014 New Debentures. In connection with the 2014 New Debentures, the Company incurred $20,000 in legal fees which are included in debt issuance costs in the accompanying consolidated balance sheet at December 31, 2015 and 2014. As of December 31, 2015 and 2014, the discount related to the 2014 New Debentures amounted to $387,965 and $792,798, respectively. The Exchange Agreement and the 2014 SPA trigger anti-dilution adjustments to the warrants issued on the Existing Debentures based on a $0.25 per share conversion price (adjusted from the original stated conversion price of $0.43 per share), which reduces the exercise price to $0.25 per share and increases the number of shares issuable upon the exercise of the Existing Warrants from 4,818,605 to 8,288,000 shares. At any time after April 10, 2014, (the “Original Issue Date”) until the 2014 Debentures are no longer outstanding, the 2014 Debentures are convertible, in whole or in part, into shares of Common Stock at the option of the 2014 Holders, subject to certain conversion limitations set forth in the 2014 Debentures. The initial conversion price for the 2014 Debentures is $0.25 per share, subject to adjustments upon certain events, as set forth in the 2014 Debentures. The Company will pay interest on the aggregate unconverted and then outstanding principal amount of the 2014 Debentures at the rate of 8% per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on October 1, 2014. Interest is payable in cash or at the Company’s option in shares of Common Stock, provided certain terms and conditions are met as more fully described in the 2014 Debentures. On each of October 1, 2015 and January 1, 2016, the Company is obligated to redeem an amount equal to $998,925 and on April 1, 2016, an amount equal to $1,997,850, plus accrued but unpaid interest, liquidated damages and any other amounts then owing in respect of the 2014 Debentures (as to each of the forgoing periodic redemptions, each a “Periodic Redemption Amount”). In lieu of a cash redemption and subject to the Company meeting certain equity conditions described in the 2014 Debentures, the Company may elect to pay the Periodic Redemption Amount in shares on the terms set forth in the 2014 Debentures. Upon any Event of Default (as defined in the Debenture), the outstanding principal amount of the Debenture, plus liquidated damages, interest, a premium of 30% and other amounts owing in respect thereof through the date of acceleration, shall become, at the 2014 Holders’ election, immediately due and payable in cash. Commencing five days after the occurrence of any Event of Default, the interest rate on the Debenture shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. The 2014 Debentures contain anti-dilution protective provisions as described therein. The Company is subject to compliance with certain covenants under the 2014 Debentures as set forth therein. On September 11, 2015, the Company failed to make a payment of interest that was due and payable on the 2014 Debentures and thus the outstanding principal amount increased by $1,247,310 to $5,405,010. The 2014 Warrants may be exercised at any time on or after April 10, 2014 and on or prior to the close of business on April 10, 2019, at an exercise price of $0.275 per share, subject to adjustment upon certain events. The 2014 Warrants contain anti-dilution protective provisions and limitations on exercise as described therein. To secure the Company’s obligations under the 2014 Debentures, SG Building entered into a Subsidiary Guarantee, dated as of April 10, 2014 (the “Guarantee”), pursuant to which it unconditionally and irrevocably guaranteed the prompt and complete payment and performance when due of the obligations arising from the 2014 Debentures. The Company and SG Building have each granted the 2014 Holders a security interest in their assets to secure the payment, performance and discharge in full of all of the Company’s obligations under the 2014 Debentures and the guarantor’s obligations under the Guarantee, in accordance with that certain Security Agreement, dated as of April 10, 2014. On August 5, 2015, the Company issued and sold to Hillair a $162,000 Original Issue Discount Senior Secured Convertible Debenture due November 3, 2015 (the “Bridge Debenture”), for $150,000 (the “August 2015 Financing”). The sale and issuance of the Bridge Debenture was consummated pursuant to a Securities Purchase Agreement, dated August 5, 2015, between the Company and Hillair. At any time after August 5, 2015, until the Bridge Debenture is no longer outstanding, the Bridge Debenture is convertible, in whole or in part, into shares of Common Stock at the option of Hillair, subject to certain conversion limitations set forth in the Bridge Debenture. The initial conversion price for the Bridge Debenture is $0.10 per share, subject to adjustments upon certain events, as set forth in the Bridge Debenture. As the Bridge Debenture was issued at an original issue discount, interest does not accrue on the Bridge Debenture. A summary of the Company’s convertible debentures as of December 31, 2015 and 2014 is as follows: 2015 2014 2014 Exchange Debentures $ 2,489,760 $ 1,915,200 2014 New Debentures, net of $387,965 and $792,798 discount, respectively 2,316,685 1,287,702 Bridge Debenture 210,600 - Total debt 5,017,045 3,202,902 Less current portion, net of $198,200 discount - 800,726 Long-term debt $ 5,017,045 $ 2,402,176 For the years ended December 31, 2015 and 2014, interest expense on the convertible debentures amounted to $253,061 and $280,422, respectively, and is included on the accompanying condensed consolidated statements of operations. For the years ended December 31, 2015 and 2014 total amortization relating to the discount amounted to $416,833 and $718,640, respectively, and is included in interest expense on the accompanying consolidated statements of operations. For the year ended December 31, 2015, the total default penalty on the convertible debentures amounted to $1,247,310 and is included in interest expense on the accompanying condensed consolidated statements of operations. Due to the Company filing a voluntary petition for relief under Chapter 11 of Title 11 of the Bankruptcy Court, interest stopped accruing on October 15, 2015. Additional contractual interest through December 31, 2015 would have resulted in $66,595 of additional interest. Subsequent to December 31, 2015, in connection with the Plan, all of the outstanding debentures were converted into preferred stock in accordance with the Plan as disclosed in Note 20. The Company bifurcated the conversion option from its debt host. The fair value of the conversion option liabilities were determined to be $794,350 at the date of issuance, utilizing the lattice method. Consequently, the Company recorded a discount of $794,350 on the debentures, which will be amortized over the term of the debenture, using the effective interest method. The fair value of the conversion option liabilities as of December 31, 2015 and 2014 was $0 and $110,000, respectively. The significant assumptions which the Company used to measure the fair value at the date of issuance and December 31, 2014 of the conversion option liability are as follows: Date of Issuance December 31, Stock price $ 0.25 $ 0.14 Term 1.48 – 1.98 years 0.75 – 1.25 years Volatility 50 % 50 % Risk-free interest rate 0.09 – 0.37 % 0.25 % Exercise price $ 0.25 $ 0.25 In connection with the Securities Purchase Agreement and the 2014 SPA, the Company is required to maintain compliance with a variety of contractual provisions which include certain affirmative and negative covenants. The requirements principally consist of a requirement to maintain timely filings with the SEC, reserve sufficient authorized shares to issue upon the exercise of the underlying conversion option, and permit the debenture holders to participate in future financing transactions. The Company is also restricted, among other things, from incurring new indebtedness, permitting additional liens, making material changes to its charter documents, repay or repurchase more than a de minimis number of shares of its common stock or common stock equivalents, repay or repurchase any indebtedness, pay cash dividends, enter into transactions with affiliates or use the proceeds of the convertible debentures to provide funding to its Brazilian subsidiary. The underlying securities purchase and debenture agreements also provide for the Company to pay liquidated damages in the event of its failure to (i) deliver shares upon the conversion of the debentures, in which case the liquidated damages would amount to a cash payment of $10 per trading day (increasing to $15 per trading day on the fifth trading day) for each $1,000 of principal amount being converted until such certificates are delivered (ii) maintain timely required filings with the SEC, in which case the liquidated damages would amount to a cash payment of two percent (2.0%) of the aggregate subscription amount of such purchasers securities on the day of the failure to maintain timely filings with the SEC and on every thirtieth (30th) day thereafter until the required documents are filed with the SEC or is no longer required for the purchaser to transfer the underlying shares pursuant to Rule 144 and (iii) to compensate the debenture holder for a Buy-In (as defined in the debentures) of securities previously sold by the debenture holder on a failure to timely deliver certificates upon conversion by the debenture holder. If the holder is subject to a Buy-In, then the Company will (A) pay in cash to the debenture holder (in addition to any other remedies available to or elected by the debenture holder) the amount, if any, by which (x) the debenture holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the debenture holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the debenture holder, either reissue (if surrendered) this debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the debenture holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements. |
Debtor in Possession Financing
Debtor in Possession Financing | 12 Months Ended |
Dec. 31, 2015 | |
Debtor in Possession Financing [Abstract] | |
Debtor in Possession Financing | 11. Debtor in Possession Financing In connection with the bankruptcy the Company entered into financing in the amount of $600,000. On the effective date of the Plan, the Debtor in Possession credit facility will be converted into a new 12% Original Issue Discount Senior Secured Convertible Debenture (the “Exit Facility”) due two years from the Effective Date of the Plan as disclosed in Note 20. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes The Company’s benefit for income taxes consists of the following for the year ended December 31, 2015 and 2014: 2015 2014 Deferred: Federal $ (1,066,864 ) $ (426,761 ) State and local (79,680 ) (71,638 ) Total deferred (1,146,544 ) (498,399 ) Total benefit for income taxes (1,146,544 ) (498,399 ) Less: valuation reserve 1,146,544 498,399 Income Tax provision $ - $ - A reconciliation of the federal statutory rate to 0% for the year ended December 31, 2015 and 2014 to the effective rate for income from operations before income taxes is as follows: 2014 2013 Benefit for income taxes at federal statutory rate 34.0 % 34.0 % State and local income taxes, net of federal benefit 5.7 8.2 Differences attributable to change in state business apportionment (7.6 ) (6.2 ) Change in fair value of derivative liabilities 7.8 19.3 Loss on extinguishment of debt - (28.2 ) True-up 2.3 5.8 Other (0.3 ) (0.5 ) Less valuation allowance (41.9 ) (32.4 ) Effective income tax rate 0.0 % 0.0 % During 2015, the Company adjusted its estimate of business apportionment, thus decreasing its tax effective state and local tax rate from 8.2% to 5.7%. The decrease is primarily due to allocation of business receipts from New York State and New York City. The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets (liabilities) at December 31, 2015 and 2014 as follows: 2015 2014 Net operating loss carryforward $ 3,497,816 $ 2,910,932 Bad debt reserve 130,319 128,313 Employee stock compensation 657,326 618,512 Net conversion feature discount (202,349 ) (225,938 Default penalty 494,391 - Depreciation 1,962 1,083 Charity 329 348 Net deferred tax asset 4,579,794 3,433,250 Less valuation allowance (4,579,794 ) (3,433,250 ) Net deferred tax asset $ - $ - The Company establishes a valuation allowance, if based on the weight of available evidence; it is more likely than not that some portion or all of the deferred assets will not be realized. The valuation allowance increased $1,146,544 and $498,399 during 2015 and 2014, respectively, offsetting the increase in the deferred tax asset attributable to the net operating loss and reserves. As of December 31, 2014, the Company has a net operating loss carry forward of approximately $8,820,000 for Federal tax purposes. The net operating loss expires through 2035. As required by the provisions of ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely that not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expenses. As of December 31, 2015, the Company has no unrecognized tax positions, including interest and penalties. The tax years 2012 - 2014 are still open to examination by the major tax jurisdictions in which the Company operates. The Company files returns in the United States Federal tax jurisdiction and various other state jurisdictions. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Net Income (Loss) Per Share [Abstract] | |
Net Income (Loss) Per Share | 13. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At December 31, 2015, there were options and warrants to purchase 15,425,001 and 25,572,059 shares of common stock, respectively, outstanding which could potentially dilute future net income (loss) per share. At December 31, 2015 the Company also has outstanding convertible debt which is initially convertible into 17,602,800 shares of common stock, which could potentially dilute future net income (loss) per share. The number of shares the convertible debt could be converted into could potentially increase under certain circumstances related to the market price of the Company’s common stock at the time of conversion. At December 31, 2014, there were options and warrants to purchase 15,425,001 and 25,572,059 shares of common stock, respectively, outstanding which could potentially dilute future net income (loss) per share. At December 31, 2014 the Company also has outstanding convertible debt which is initially convertible into 15,982,800 shares of common stock, which could potentially dilute future net income (loss) per share. The number of shares the convertible debt could be converted into could potentially increase under certain circumstances related to the market price of the Company’s common stock at the time of conversion. |
Construction Backlog
Construction Backlog | 12 Months Ended |
Dec. 31, 2015 | |
Construction Backlog [Abstract] | |
Construction Backlog | 14. Construction Backlog The following represents the backlog of signed engineering and project management contracts in existence at December 31, 2015 and 2014: 2015 2014 Balance - January 1 $ 6,200 $ 49,593 New contracts and change orders during the period 172,805 271,503 179,005 321,096 Less: contract revenue earned during the period (73,154 ) (314,896 ) 105,851 6,200 Contracts signed but not started - - Balance - December 31 $ 105,851 $ 6,200 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 15. Stockholders’ Equity Issuance of common stock for services Issuance of common stock Stock options issued |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Warrants [Abstract] | |
Warrants | 16. Warrants In conjunction with a private placement in October 2010 (the “2010 Private Placement”), the Company issued warrants to Ladenburg, the placement agent for the 2010 Private Placement. The warrants entitle Ladenburg to purchase up to a total of 1,044,584 shares of Common Stock for $0.25 per share. The warrants expire October 28, 2015. The warrants are exercisable, at the option of the holder, at any time prior to their expiration. The fair value of warrants issued to placement agents was calculated utilizing the lattice method. The warrants issued to Ladenburg contain provisions that make them redeemable for cash by the holder of the warrant under certain circumstances that are not within the control of the Company. Accordingly, the fair market value of the warrants as of the date of issuance has been classified as liabilities. The fair value of the 2010 Private Placement warrants as of December 31, 2015 and 2014 was $0 and $3,476, respectively. In conjunction with a private placement in 2012 (the “2012 Private Placement”), the Company issued warrants to Ladenburg in March 2012. The warrants entitle Ladenburg to purchase up to a total of 86,323 shares of common stock for $0.35 per share and expire March 27, 2017. The Company also issued warrants to Ladenburg in May 2012 in connection with the additional 702,872 shares of common stock issued in the 2012 Private Placement. These warrants entitle Ladenburg to purchase 29,700 shares of common stock at $0.35 per share and expire May 22, 2017. These warrants are exercisable, at the option of the holder, at any time prior to their expiration. The fair value of warrants issued to placement agents were calculated utilizing the lattice method. The warrants issued to Ladenburg contain provisions that make them redeemable for cash by the holder of the warrant under certain circumstances that are not within the control of the Company. Accordingly, the fair market value of the warrants as of the date of issuance has been classified as liabilities. The fair value of the 2012 Private Placements warrants as of December 31, 2015 and 2014 was $0 and $750, respectively. As part of the issuance of convertible debentures to Hillair as disclosed in Note 10, the Company issued warrants to Hillair. The warrants entitle Hillair to purchase up to 2,604,651 shares of Common Stock for $0.4488, subject to adjustments upon certain events. The warrants may be exercised at any time on or after June 27, 2013 and expire on June 27, 2018. The fair value of warrants issued to Hillair was calculated utilizing the lattice method. The warrants issued to Hillair contain provisions that make them redeemable for cash by the holder of the warrant under certain circumstances that are not within the control of the Company. Accordingly, the fair market value of the warrants as of the date of issuance has been classified as liabilities and has been included as a debt discount of the convertible debentures described in Note 10. The fair value of the Hillair warrants as of December 31, 2015 and 2014 was $0 and $96,931, respectively. In connection, with the issuance of convertible debentures to Hillair, the Company issued warrants to Merriman. The warrants entitle Merriman to purchase up to 52,093 shares of Common Stock for $0.4488 and 52,093 shares of Common Stock at $0.43 per share. The fair market value of the warrants as of the date of issuance has been classified as equity and is recorded in deferred loan costs on the accompanying consolidated balance sheets. The fair value of the Merriman warrants as of the date of issuance was $8,166. As part of the issuance of convertible debentures to Next View and Another Investor as disclosed in Note 10, the Company issued warrants to Next View and Another Investor. The warrants entitle Next View and Another Investor to purchase up to 651,163 and 260,465, respectively, shares of Common Stock for $0.4488 per share, subject to adjustments upon certain events. As of December 31, 2013, the exercise price of these warrants was adjusted to $0.23. The warrants issued to Next View and Another Investor contain substantially all of the same terms as the warrants issued to Hillair. The fair market value of the warrants as of the date of issuance has been classified as liabilities and has been included as a debt discount of the convertible debentures described in Note 10. The fair value of the Next View and Another Investor warrants as of December 31, 2015 and 2014 was $0 and $33,926, respectively. In connection, with the issuance of convertible debentures to Next View and Another Investor, the Company issued warrants to Merriman. The warrants entitle Merriman to purchase up to 18,233 shares of Common Stock for $0.4488 per share and 18,233 shares of Common Stock at $0.43 per share. The fair market value of the warrants as of the date of issuance has been classified as equity and is recorded in deferred loan costs on the accompanying consolidated balance sheets. The fair value of the Merriman warrants as of the date of issuance was $2,858. As part of the issuance of the April 2013 Debentures to Casano and Masterson as disclosed in Note 10, the Company issued the April 2013 Warrants to Casano and Masterson. The April 2013 Warrants originally entitled Casano and Masterson to purchase up to 1,041,861 and 260,465, respectively, shares of Common Stock for $0.4488 per share, subject to adjustments upon certain events. The April 2013 Warrants issued to Casano and Masterson contain substantially all of the same terms as the 2012 Hillair Warrants. As a result of the transactions consummated pursuant to the Exchange Agreement and the 2014 SPA as disclosed in Note 6, the number of shares of Common Stock Casano and Masterson are entitled to purchase has increased to 1,792,000 and 448,000, respectively and can be purchased for $0.25 per share. The fair value of the April 2013 Warrants as of the date of issuance has been classified as liabilities and has been included as a debt discount of the April 2013 Debentures described in Note 10. The fair value of the April 2013 Warrants issued to Casano and Masterson as of December 31, 2015 and December 31, 2014 was $0 and $51,153, respectively. Pursuant to the Exchange Agreement disclosed in Note 10, the Company issued 2014 Exchange Warrants to Hillair, Casano and Masterson. The 2014 Exchange Warrants entitle Hillair, Casano and Masterson to purchase up to 5,107,200, 2,042,880, and 510,720, respectively, shares of Common Stock at $0.275 per share, subject to adjustments upon certain events. The 2014 Exchange Warrants may be exercised at any time after April 10, 2014 and expire on April 10, 2019. The fair value of the 2014 Exchange Warrants issued to Hillair, Casano and Masterson was calculated utilizing the lattice method. The 2014 Exchange Warrants contain provisions that make them redeemable for cash by the holder of the warrant under certain circumstances that are not within the control of the Company. Accordingly, the fair value of the 2014 Exchange Warrants as of the date of issuance has been classified as liabilities and has been included in the loss on extinguishment of debt on the accompanying condensed consolidated statements of operations. The fair value of these warrants as of December 31, 2015 and 2014 was $0 and $167,969, respectively. As part of the issuance of the 2014 New Debentures as disclosed in Note 10, the Company issued warrants to purchase up to 8,322,000 shares of Common Stock at $0.275 per share (the “2014 New Warrants”), subject to adjustments upon certain events. The 2014 New Warrants contain substantially all of the same terms as the 2014 Exchange Warrants. The fair value of the 2014 New Warrants as of the date of issuance has been classified as liabilities and has been included as a debt discount of the 2014 New Debentures described in Note 10. The fair value of the 2014 New Warrants as of December 31, 2015 and 2014 was $0 and $182,466, respectively. A summary of warrant activity and changes during the years ended December 31, 2015 and 2014 are presented below: Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding - December 31, 2014 25,572,059 $ 0.27 3.89 - Issued - - Anti-Dilutive Adjustment - - Exercised - - Forfeited - - Outstanding - December 31, 2015 25,572,059 $ 0.27 3.89 $ - Exercisable - December 31, 2015 25,572,059 $ 0.27 2.89 $ - The change in fair value of the warrants of $536,671 and $701,612 is included in the accompanying consolidated statement of operations for the years ended December 31, 2015 and 2014, respectively. The significant assumptions which the Company used to measure the fair value of warrants at December 31, 2014 is as follows: 2014 Stock price $ 0.14 Term 0.83-4.28 Years Volatility 50 % Risk-free interest rate 0.25-1.38 % Exercise prices $ 0.25-0.4488 Dividend yield 0.00 % |
Stock Options and Grants
Stock Options and Grants | 12 Months Ended |
Dec. 31, 2015 | |
Stock Options and Grants [Abstract] | |
Stock Options and Grants | 17. Stock Options and Grants 2011 Plan – During 2012, the Company’s Board of Directors approved the issuance of up to an additional 2,000,000 shares of the Company’s common stock in the form of restricted stock or options (the “2012 Board Equity Authorization”). These options generally have the same terms and conditions as those provided under the 2011 Plan, however, the authorization of these options is not subject to shareholder approval. The 2012 Board Equity Authorization has not been approved by the Company’s stockholders. The issuance of these options will be approved by the Company’s Board of Directors on a case-by-case basis. As of December 31, 2015, there were 66,071 shares of common stock available for issuance under this approval. 2013 Plan - 2014 Plan - A summary of stock option activity and changes during the years ended December 31, 2015 and 2014 are presented below: Shares Weighted Average Fair Value Per Share Weighted Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – January 1, 2014 10,330,001 $ 0.10 $ 0.36 8.16 $ 109,050 Granted 5,207,500 0.11 0.14 Exercised (112,500 ) 0.09 0.20 Cancelled - - - Outstanding – December 31, 2014 15,425,001 $ 0.07 $ 0.30 8.00 $ 112,500 Granted - - - Exercised - - - Cancelled - - - Outstanding – December 31, 2015 15,425,001 $ 0.07 $ 0.30 7.00 $ - Exercisable – December 31, 2014 11,625,835 $ 0.09 $ 0.33 7.50 $ 37,500 Exercisable – December 31, 2015 13,729,168 $ 0.11 $ 0.31 6.80 $ - For the year ended December 31, 2015 and 2014, the Company recognized stock-based compensation expense of $192,776 and $294,067, respectively, which is included in payroll and related expenses in the accompanying consolidated statements of operations. As of December 31 2015, there was $119,146 of total unrecognized compensation costs related to non-vested stock options, which will be expensed over a weighted average period of 0.64 years. The intrinsic value is calculated as the difference between the fair value of the stock price at year end and the exercise price of each of the outstanding stock options. The fair value of the stock price at December 31, 2015 and December 31, 2014 was nominal and $0.14 per share, respectively. For the year ending December 31, 2015 the Company used the Market Approach to arrive at an estimated fair value of the Company’s common stock.The Market Approach is based on the economic principle of competition and entails both the application of appropriate market-based multiples such as level of earnings, cash flow, revenues, invested capital or other financial factors that represent the company's future financial performance. This method is based on the idea of determination of the price at which the company will be exchanged in the public market. On October 15, 2015, the Company filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Court for the Southern District of New York, accordingly the fair value of the stock was deemed to have a nominal value. For the year ending December 31, 2014 the fair value of the stock was determined by using a weighted value between the income approach method and the weighted average bulletin board price. On July 30, 2014, Paul Galvin, the Company’s Chief Executive Officer, Brian Wasserman, the Company’s Chief Financial Officer, and Jennifer Strumingher, the Company’s former Chief Administrative Officer were granted options to purchase 2,000,000, 1,000,000 and 750,000, respectively, shares of the Company’s Common Stock with an exercise price of $0.11 per share. These options were granted under the 2014 Plan. One-third of the options vest upon the grant date, the second third vests on the first anniversary date of the grant date, and the remaining third vests on the second anniversary of the grant date. The fair value of these options upon issuance amounted to $446,250. On October 8, 2014, four employees of the Company were granted options to purchase 950,000 shares of the Company’s Common Stock with an exercise price of $0.21 per share. These shares were granted under the 2014 Plan. One-third of the options vest upon the grant date, the second third vests on the first anniversary date of the grant date, and the remaining third vests on the second anniversary of the grant date. The fair value of these options upon issuance amounted to $93,100. On November 21, 2014, seven directors of the Company were granted options to purchase 387,500 shares of the Company’s Common Stock with an exercise price of $0.275 per share. These shares were granted under the 2014 Plan. One-third of the options vest upon the grant date, the second third vests on the first anniversary date of the grant date, and the remaining third vests on the second anniversary of the grant date. The fair value of these options upon issuance amounted to $15,500. During December 2014, the Company executed a one year consulting agreement with a consultant, to act as a Senior Advisor of the Company. In consideration for the services to be performed under the agreement, the Company granted options to purchase 120,000 of the Company’s Common Stock with an exercise price of $0.21 per share. Half of the options vest upon the grant date and half vest on the first anniversary of the grant date. The fair value of these options upon issuance amounted to $7,920. The fair value of the stock-based option awards granted during the year ended December 31, 2014 were estimated at the date of grant using the Black-Scholes option valuation model with the following assumptions: 2014 Expected dividend yield 0.00 % Expected stock volatility 50 % Risk-free interest rate 1.57 – 2.57 % Expected life 5.25-10 years Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees. The simplified method is calculated by averaging the vesting period and contractual term of the options. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Commitments [Abstract] | |
Commitments | 18. Commitments Operating lease |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions On March 26, 2009, the Company entered into a $50,000 revolving credit promissory note (the “Revolver”) with Vector Group Ltd. (“Vector”), the former controlling stockholder of the Company. On January 26, 2011, the Company and Vector entered into an amendment to the Revolver increasing the amount that the Company may borrow from $50,000 to $100,000. The loan bears interest at 11% per annum and was due on December 31, 2013. During January 2014, the Revolver was extended from December 31, 2013 to June 30, 2015. The Revolver is currently in default but the Company has obtained waivers from the Convertible Debenture holders in regards to a cross default provision outlined in the underlying agreements. As of December 31, 2015 and 2014, the balance due to Vector amounted to $73,500. As of December 31, 2015 and 2014, accrued interest related to the Revolver amounted to $43,301 and $36,833, respectively, and is included in accrued interest, related party on the accompanying condensed consolidated balance sheets. Due to the Company filing a voluntary petition for relief under Chapter 11 of Title 11 of the Bankruptcy Court, interest stopped accruing on October 15, 2015. Additional contractual interest through December 31, 2015 would have resulted in $1,729 of additional interest. Subsequent to December 31, 2015, in connection with the Plan, the Revolver was treated as an unsecured claim and paid in accordance with the Plan as disclosed in Note 20. Interest expense for other related party notes payable amounted to $6,468 and $8,197 for the years ended December 31, 2015 and 2014, respectively. ConGlobal Industries, Inc. is a minority stockholder of the Company and provides containers and labor on domestic projects. The Company recognized Cost of Goods Sold of $943,594 and $1,140,315, for services ConGlobal Industries, Inc. rendered during the years ended December, 31, 2015 and 2014, respectively. As of December 31, 2015 and 2014, $317,468 and $92,792, respectively, of such expenses are included in related party accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets. The Lawrence Group is a minority stockholder of the Company and is a building design, development and project delivery firm. The Company recognized Cost of Goods Sold of $4,760, for services The Lawrence Group rendered during the year ended December 31, 2014. For the years ended December 31, 2015 and 2014, $32,389 and $32,389, respectively, of pre-project expenses were included in related party accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet. An affiliated accounting firm of the Company’s Chief Financial Officer provides accounting and consulting services to the Company. The Company recognized General and Administrative expenses in the amount of $72,250 and $74,300 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015 and 2014, $0 and $7,300 of such expenses are included in related party accounts payable and accrued expenses on the accompanying condensed consolidated balance sheet, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events Management has evaluated events and transactions occurring after the date of the balance sheet and through the date of the report of independent registered public accounting firm to determine whether any of these events or transactions were required to be recognized or disclosed in the consolidated financial statements. The date of the report of independent registered public accounting firm is the date that the consolidated financial statements were available to be issued. On June 3, 2016, the United States Bankruptcy Court for the Southern District of New York confirmed the Company’s plan of reorganization (the "Plan"). The Plan became effective on June 30, 2016 (the “Effective Date”). On the Effective Date, and pursuant to the terms of the Plan, the Company entered into a Securities Purchase Agreement, dated June 30, 2016, (the “2016 SPA”), pursuant to which the Company sold for a subscription price of $2,000,000 a 12% Original Issue Discount Senior Secured Convertible Debenture to HCI in the principal amount of $2,500,000, with a maturity date of June 30, 2018 (the “Exit Facility”). The Exit Facility is convertible at HCI’s option at any time in whole or in part into shares of New Common Stock (as defined below) at a ratio of 1 share for every $1.25 of debt. Pursuant to that certain Subsidiary Guaranty Agreement, effective as of the Effective Date (the “Guarantee Agreement”), by SG Building in favor of HCI, SG Building unconditionally guaranteed (the “Guarantee”) the obligations and indebtedness owed to HCI under the Exit Facility and the Guarantee is secured by a first-priority lien and security interest on all of the Guarantor’s assets. The Exit Facility and SG Building’s obligations under the Guarantee are secured by a first-priority lien and security interest on all of the Company’s and SG Building’s assets pursuant to that certain Security Agreement, dated as of the Effective Date, by and between the Company, SG Building and HCI (the “Security Agreement”). The Exit Facility will be used (i) to make a one hundred percent (100%) distribution for payment of unsecured claims in accordance with the Plan, (ii) to pay all costs of the administration of SGB’s Bankruptcy, (iii) to pay all amounts owed under the DIP Facility and (iv) for general working capital purposes of the Company. Prior to the Effective Date, the Company was authorized to issue 300,000,000 shares of common stock, par value $0.01 (the “Former Common Stock”) of which 42,918,927 shares were issued and outstanding as of June 29, 2016. On the Effective Date, all previously issued and outstanding shares of the Former Common Stock were deemed discharged, cancelled and extinguished, and, pursuant to the Plan, SGB issued, in the aggregate, 491,365 shares of common stock, par value $0.01 (the “New Common Stock”), to the holders of Former Common Stock, representing 7.5% of SGB’s issued and outstanding New Common Stock, after taking into account full exercise of the Management Options (as defined below) and conversion of the New Preferred Stock (as defined below) but prior to any conversion of the Exit Facility, as of the Effective Date. Further, under the Plan, upon the Effective Date certain members of the Company’s management were entitled to receive options (“Management Options”) to acquire an aggregate of 10%, or approximately 655,153 shares, of SGB’s New Common Stock, on a fully diluted basis, assuming conversion of all of the New Preferred Stock but not the Exit Facility. The Company has not yet issued the Management Options, but expects to issue them sometime in the third quarter of the 2016 fiscal year. Prior to the Effective Date, the Company was authorized to issue 5,000,000 shares of preferred stock, par value $0.01 (the “Former Preferred Stock”) none of which was issued and outstanding prior to the Effective Date. On the Effective Date, pursuant to the terms of the Plan and the Company’s Amended and Restated Certificate of Incorporation, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Convertible Preferred Stock, designating 5,405,010 shares of preferred stock, par value $1.00 (the “New Preferred Stock”). As described in the Current Report on Form 8-K filed by the Company with the SEC on July 7, 2016 (the “July 8-K”), on the Effective Date and pursuant to the Plan, each Prepetition Loan Document (as defined in the July 8-K) was cancelled and the holders of debt thereunder received one share of the New Preferred Stock for each dollar owed by the Company thereunder. The New Preferred Stock is convertible into New Common Stock on a 1:1 basis and, if converted on the Effective Date, would convert into 82.5% of the New Common Stock issued and outstanding on the Effective Date, after taking into account shares of New Common Stock issued to holders of the Former Common Stock and the exercise of the Management Options but prior to any conversion of the Exit Facility. The exchanges of debt for equity under the Plan and the conversion of the Exit Facility, if effected on the Effective Date, would give HCI a controlling interest of SGB. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of consolidation | Basis of consolidation |
Accounting estimates | Accounting estimates |
Operating cycle | Operating cycle – |
Revenue recognition | Revenue recognition Contract costs include all direct material and labor costs and those indirect costs related to contract performance. General and administrative costs, marketing and business development expenses and pre-project expenses are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. An amount equal to contract costs attributable to claims is included in revenue when realization is probable and the amount can be reliably estimated. The asset, “Costs and estimated earnings in excess of billing on uncompleted contracts,” represents revenue recognized in excess of amounts billed. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billing in excess of revenue recognized. The Company offers a one-year warranty on completed contracts. For the year ended December 31, 2015 and 2014, the Company recognized $2,356 and $24,925, respectively, in warranty claims. The Company does not anticipate that any additional claims are likely to occur for warranties that are currently outstanding. Accordingly, no warranty reserve is considered necessary for any of the year’s presented. The Company also supplies repurposed containers to its customers. In these cases, the Company serves as a supplier to its customers for standard and made to order products that it sells at fixed prices. Revenue from these contracts is generally recognized when the products have been delivered to the customer, accepted by the customer and collection is reasonably assured. Revenue is recognized upon completion of the following: an order for product is received from a customer; written approval for the payment schedule is received from the customer and the corresponding required deposit or payments are received; a common carrier signs documentation accepting responsibility for the unit as agent for the customer; and the unit is delivered to the customer’s shipping point. The title and risk of loss passes to the customer at the customer’s receiving point. Amounts billed to customers in a sales transaction for shipping and handling are classified as revenue. Products sold are generally paid for based on schedules provided for in each individual customer contract including upfront deposits and progress payments as products are being manufactured. Funds received in advance of meeting the criteria for revenue recognition are deferred and are recorded as revenue when they are earned. |
Cash and cash equivalents | Cash and cash equivalents |
Short-term investment | Short-term investment |
Accounts receivable | Accounts receivable The Company had a factoring agreement which provided for the Company to receive an advance of 75% of any accounts receivable that it factors. On August 13, 2012, the factoring agreement was increased for up to $1,000,000 for credit worthy retail clients. The factoring agreement also provides for discount fees ranging from 2.5% to 7.5% of the face value of any accounts receivable factored. The factoring agreement is with recourse except in an instance which the customer is insolvent. The agreement originally expired January 2013 and was automatically extended for a one year period. The agreement will continue to automatically extend for successive periods of one year unless either party formally cancels. For the years ended December 31, 2015 and 2014 there has been no activity with regard to this agreement. Under the convertible debentures agreement as described in Note 10, the Company is precluded from any borrowing under this factoring agreement. This agreement was terminated in January 2015. |
Inventory | Inventory |
Equipment | Equipment |
Debt issuance costs | Debt issuance costs |
Convertible instruments | Convertible instruments The Company has determined that the embedded conversion options should be bifurcated from their host instruments and a portion of the proceeds received upon the issuance of the hybrid contract have been allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. |
Common stock purchase warrants and other derivative financial instruments | Common stock purchase warrants and other derivative financial instruments The Company’s free standing derivatives consist of warrants to purchase common stock that were issued to a placement agent involved with the private offering memorandum as well as issuances of convertible debentures as described in Note 10 and 15. The Company evaluated the common stock purchase warrants to assess their proper classification in the consolidated balance sheet and determined that the common stock purchase warrants feature a characteristic permitting cash settlement at the option of the holder. Accordingly, these instruments have been classified as warrant liabilities in the accompanying consolidated balance sheets as of December 31, 2014 and 2013. |
Fair value measurements | Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximized the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Financial liabilities measured at fair value on a recurring basis are summarized below: December 31, 2015 Quoted prices in active market for identical assets (Level l) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant Liabilities $ - $ - $ - $ - (1) Conversion Option Liabilities $ - $ - $ - $ - (1) (1) Diminimus value at December 31, 2015. December 31, Quoted prices in active market for identical assets Significant other observable inputs Significant unobservable inputs Warrant Liabilities $ 536,671 $ - $ - $ 536,671 Conversion Option Liabilities $ 110,000 $ - $ - $ 110,000 Warrant and conversion option liabilities are measured at fair value the lattice pricing model and are classified within Level 3 of the valuation hierarchy. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer, who reports to the Chief Executive Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer and are approved by the Chief Executive Officer. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: For the year ended For the year ended Beginning balance $ 646,671 $ 217,611 Aggregate fair value of conversion option liabilities and warrants issued - 1,815,529 Change in fair value related to increase in warrants issued for anti-dilutive adjustment - 745,920 Change in fair value of conversion option liabilities and warrants (646,671 ) (2,132,389 ) Ending balance $ - $ 646,671 The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Company’s derivative financial instruments are discussed in Note 10 and 15. The Company presented warrant and conversion option liabilities at fair value on its consolidated balance sheets, with the corresponding changes in fair value recorded in the Company’s consolidated statements of operations for the applicable reporting periods. As disclosed in Note 10 and 15, the Company computed the fair value of the warrant and conversion option liabilities at the dates of issuance and the reporting dates of December 31, 2015 and 2014 using the lattice pricing method. The calculation of the lattice pricing model involves the use of the fair value of the Company’s common stock, estimated term, volatility, risk-free interest rates, the size of the time step and dividend yield (if applicable). The Company developed the assumptions that were used as follows: The fair value of the Company’s common stock was obtained from publicly quoted prices as well as valuation models developed by the Company. The results of the valuation were assessed for reasonableness by comparing such amount to sales of other equity and equity linked securities to unrelated parties for cash and intervening events affected in the price of the Company’s stock. The term represents the remaining contractual term of the derivative; the volatility rate was developed based on analysis of the Company’s historical stock price volatility and the historical volatility rates of several other similarly situated companies (using a number of observations that was at least equal to or exceeded the number of observations in the life of the derivative financial instrument at issue); the risk free interest rates were obtained from publicly available US Treasury yield curve rates; the dividend yield is zero because the Company has not paid dividends and does not expect to pay dividends in the foreseeable future. The size of the time step is used to determine the up ratio and down ratio probabilities applied in the lattice model and are proportional to the remaining term of the derivative instrument. |
Share-based payments | Share-based payments – |
Foreign currency translation | Foreign currency translation |
Income taxes | Income taxes – The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. |
Concentrations of credit risk | Concentrations of credit risk – With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2015 and 2014, 74% and 85%, respectively, of the Company’s accounts receivable were due from two customers, respectively. Revenue relating to two customers, represented approximately 70% and 79% of the Company’s total revenue for the years ended December 31, 2015 and 2014, respectively. Costs of revenue relating to one vendor, who is a related party and disclosed in Note 18, represented approximately 49% and 25% of the Company’s total cost of revenue for the years ended December 31, 2015 and 2014, respectively. Cost of revenue relating to one unrelated vendor represented approximately 27% and 61% of the Company’s total cost of revenue for the years ended December 31, 2015 and 2014, respectively. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. |
Recent accounting pronouncements | Recent accounting pronouncements Revenue from Contracts with Customers In August 2014, the FASB issued ASU 2014 -15, Presentation of Financial Statements - Going Concern. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. In July 2015, the FASB issued ASU No. 2015-11, Inventory: Simplifying the Measurement of Inventory. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718 Management does not believe that these or any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of financial liabilities measured at fair value on a recurring basis | December 31, 2015 Quoted prices in active market for identical assets (Level l) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant Liabilities $ - $ - $ - $ - (1) Conversion Option Liabilities $ - $ - $ - $ - (1) (1) Diminimus value at December 31, 2015. December 31, Quoted prices in active market for identical assets Significant other observable inputs Significant unobservable inputs Warrant Liabilities $ 536,671 $ - $ - $ 536,671 Conversion Option Liabilities $ 110,000 $ - $ - $ 110,000 |
Summary of the changes in the fair value of the Company's Level 3 financial liabilities measured on a recurring basis | For the year ended For the year ended Beginning balance $ 646,671 $ 217,611 Aggregate fair value of conversion option liabilities and warrants issued - 1,815,529 Change in fair value related to increase in warrants issued for anti-dilutive adjustment - 745,920 Change in fair value of conversion option liabilities and warrants (646,671 ) (2,132,389 ) Ending balance $ - $ 646,671 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable [Abstract] | |
Summary of accounts receivable | 2015 2014 Billed: SG block sales $ 82,200 $ 172,837 Engineering services 14,181 2,000 Project management 14,400 15,842 Total gross receivables 110,781 190,679 Less: allowance for doubtful accounts (24,746 ) (24,746 ) Total net receivables $ 86,035 $ 165,933 |
Costs and Estimated Earnings 31
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Costs and Estimated Earnings on Uncompleted Contracts [Abstract] | |
Summary of costs and estimated earnings on uncompleted contracts | 2015 2014 Costs incurred on uncompleted contracts $ 18,363 $ - Provision for loss on uncompleted contracts - - Estimated earnings (losses) 6,786 - 25,149 - Less: billings to date (53,173 ) (3,500 ) $ (28,024 ) $ (3,500 ) |
Summary of costs and estimated earnings amounts on uncompleted contracts included in balance sheets | 2015 2014 Costs and estimated earnings in excess of billings on uncompleted contracts $ - $ - Billings in excess of cost and estimated earnings on uncompleted contracts (28,024 ) (3,500 ) $ (28,024 ) $ (3,500 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory [Abstract] | |
Schedule of company's inventory | 2015 2014 Contract building $ 158,181 $ 198,970 $ 158,181 $ 198,970 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equipment [Abstract] | |
Schedule of company's equipment | 2015 2014 Computer equipment and software $ 22,786 $ 22,786 Furniture and other equipment 2,997 2,997 25,783 25,783 Less: accumulated depreciation (18,553 ) (14,826 ) $ 7,230 $ 10,957 |
Debt Issuance Costs (Tables)
Debt Issuance Costs (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Issuance Costs [Abstract] | |
Schedule of debt issuance costs | 2015 2014 Financial advisor fee $ 108,000 $ 108,000 Legal fees 56,229 56,229 Fair value of warrants issued (as disclosed in Note 15 ) 11,024 11,024 175,253 175,253 Less: accumulated amortization (170,049 ) (149,234 ) $ 5,204 $ 26,019 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) - Convertible Debt [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Debt Instrument [Line Items] | |
Summary of convertible debentures | 2015 2014 2014 Exchange Debentures $ 2,489,760 $ 1,915,200 2014 New Debentures, net of $387,965 and $792,798 discount, respectively 2,316,685 1,287,702 Bridge Debenture 210,600 - Total debt 5,017,045 3,202,902 Less current portion, net of $198,200 discount - 800,726 Long-term debt $ 5,017,045 $ 2,402,176 |
Schedule of significant assumptions used to measure the fair value | Date of Issuance December 31, Stock price $ 0.25 $ 0.14 Term 1.48 – 1.98 years 0.75 – 1.25 years Volatility 50 % 50 % Risk-free interest rate 0.09 – 0.37 % 0.25 % Exercise price $ 0.25 $ 0.25 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Summary of Company's benefit for income taxes | 2015 2014 Deferred: Federal $ (1,066,864 ) $ (426,761 ) State and local (79,680 ) (71,638 ) Total deferred (1,146,544 ) (498,399 ) Total benefit for income taxes (1,146,544 ) (498,399 ) Less: valuation reserve 1,146,544 498,399 Income Tax provision $ - $ - |
Summary of reconciliation of the federal statutory rate | 2014 2013 Benefit for income taxes at federal statutory rate 34.0 % 34.0 % State and local income taxes, net of federal benefit 5.7 8.2 Differences attributable to change in state business apportionment (7.6 ) (6.2 ) Change in fair value of derivative liabilities 7.8 19.3 Loss on extinguishment of debt - (28.2 ) True-up 2.3 5.8 Other (0.3 ) (0.5 ) Less valuation allowance (41.9 ) (32.4 ) Effective income tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets (liabilities) | 2015 2014 Net operating loss carryforward $ 3,497,816 $ 2,910,932 Bad debt reserve 130,319 128,313 Employee stock compensation 657,326 618,512 Net conversion feature discount (202,349 ) (225,938 Default penalty 494,391 - Depreciation 1,962 1,083 Charity 329 348 Net deferred tax asset 4,579,794 3,433,250 Less valuation allowance (4,579,794 ) (3,433,250 ) Net deferred tax asset $ - $ - |
Construction Backlog (Tables)
Construction Backlog (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Construction Backlog [Abstract] | |
Summary of backlog of signed engineering and project management contracts | 2015 2014 Balance - January 1 $ 6,200 $ 49,593 New contracts and change orders during the period 172,805 271,503 179,005 321,096 Less: contract revenue earned during the period (73,154 ) (314,896 ) 105,851 6,200 Contracts signed but not started - - Balance - December 31 $ 105,851 $ 6,200 |
Warrants (Tables)
Warrants (Tables) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of warrant activity and changes | Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding - December 31, 2014 25,572,059 $ 0.27 3.89 - Issued - - Anti-Dilutive Adjustment - - Exercised - - Forfeited - - Outstanding - December 31, 2015 25,572,059 $ 0.27 3.89 $ - Exercisable - December 31, 2015 25,572,059 $ 0.27 2.89 $ - |
Summary of significant assumptions used to measure the fair value of warrants | 2014 Stock price $ 0.14 Term 0.83-4.28 Years Volatility 50 % Risk-free interest rate 0.25-1.38 % Exercise prices $ 0.25-0.4488 Dividend yield 0.00 % |
Stock Options and Grants (Table
Stock Options and Grants (Tables) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of stock option activity and changes | Shares Weighted Average Fair Value Per Share Weighted Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – January 1, 2014 10,330,001 $ 0.10 $ 0.36 8.16 $ 109,050 Granted 5,207,500 0.11 0.14 Exercised (112,500 ) 0.09 0.20 Cancelled - - - Outstanding – December 31, 2014 15,425,001 $ 0.07 $ 0.30 8.00 $ 112,500 Granted - - - Exercised - - - Cancelled - - - Outstanding – December 31, 2015 15,425,001 $ 0.07 $ 0.30 7.00 $ - Exercisable – December 31, 2014 11,625,835 $ 0.09 $ 0.33 7.50 $ 37,500 Exercisable – December 31, 2015 13,729,168 $ 0.11 $ 0.31 6.80 $ - |
Fair value stock-based option awards granted using Black-Scholes option valuation model | 2014 Expected dividend yield 0.00 % Expected stock volatility 50 % Risk-free interest rate 1.57 – 2.57 % Expected life 5.25-10 years |
Liquidity and Financial Condi40
Liquidity and Financial Condition (Details) - USD ($) | Jun. 03, 2016 | Oct. 15, 2015 | Apr. 10, 2014 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 29, 2016 | Dec. 31, 2013 |
Liquidity and Financial Condition (Textual) | ||||||||
Accumulated deficiency | $ (13,480,509) | $ (10,737,393) | ||||||
Cash balance | $ 466,997 | $ 884,188 | $ 594,248 | |||||
Interest rate | 8.00% | |||||||
Maturity date | Apr. 1, 2016 | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||
Common stock, shares issued | 42,918,927 | 42,918,927 | ||||||
Common stock, shares outstanding | 42,918,927 | 42,918,927 | ||||||
Common stock ratio shares | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Period for capital requirements fund | 10 to 16 months | |||||||
DIP Credit Agreement [Member] | ||||||||
Liquidity and Financial Condition (Textual) | ||||||||
Maximum principal amount | $ 600,000 | |||||||
Interest rate | 12.00% | |||||||
Collateral fee | $ 25,000 | |||||||
Subsequent Event [Member] | ||||||||
Liquidity and Financial Condition (Textual) | ||||||||
Common stock, shares authorized | 300,000,000 | |||||||
Common stock, par value | $ 0.01 | |||||||
Common stock, shares issued | 42,918,927 | |||||||
Common stock, shares outstanding | 42,918,927 | |||||||
Preferred stock, shares authorized | 5,000,000 | |||||||
Preferred stock, par value | $ 0.01 | |||||||
Preferred Stock, designating shares | 5,405,010 | |||||||
Preferred Stock, designating pare value | $ 1 | |||||||
Subsequent Event [Member] | Management Options [Member] | ||||||||
Liquidity and Financial Condition (Textual) | ||||||||
Options to acquire aggregate percentage | 10.00% | |||||||
Common stock ratio shares | 655,153 | |||||||
Description of conversion shares and exercise of management options to exit facility | The New Preferred Stock is convertible into New Common Stock on a 1:1 basis and, if converted on the Effective Date, would convert into 82.5% of the New Common Stock issued and outstanding on the Effective Date, after taking into account shares of New Common Stock issued to holders of the Former Common Stock and the exercise of the Management Options but prior to any conversion of the Exit Facility. | |||||||
Subsequent Event [Member] | SGB [Member] | ||||||||
Liquidity and Financial Condition (Textual) | ||||||||
Common stock, par value | $ 0.01 | |||||||
Common stock, shares issued | 491,365 | |||||||
Percentage of common stock former holders | 7.50% | |||||||
Subsequent Event [Member] | HCI [Member] | ||||||||
Liquidity and Financial Condition (Textual) | ||||||||
Stock price | $ 1.25 | |||||||
Common stock ratio shares | 1 | |||||||
Subsequent Event [Member] | Exit facility [Member] | ||||||||
Liquidity and Financial Condition (Textual) | ||||||||
Description of operational improvement plan | (i) to make a one hundred percent (100%) distribution for payment of unsecured claims in accordance with the Plan, (ii) to pay all costs of the administration of SGB's Bankruptcy, (iii) to pay all amounts owed under the DIP Facility and (iv) for general working capital purposes of the Company. | |||||||
Subsequent Event [Member] | Senior Secured Debenture [Member] | ||||||||
Liquidity and Financial Condition (Textual) | ||||||||
Maximum principal amount | $ 2,500,000 | |||||||
Subscription price sales | $ 2,000,000 | |||||||
Percentage of OID secured convertible debenture | 12.00% | |||||||
Maturity date | Jun. 30, 2018 | |||||||
Subsequent Event [Member] | Senior Secured Debenture [Member] | Exit facility [Member] | ||||||||
Liquidity and Financial Condition (Textual) | ||||||||
Maturity date | Jun. 30, 2018 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of financial liabilities measured at fair value on a recurring basis | |||
Warrant Liabilities | $ 536,671 | ||
Conversion Option Liabilities | 110,000 | ||
Fair value measured on a recurring basis [Member] | Quoted prices in active market for identical assets (Level l) [Member] | |||
Summary of financial liabilities measured at fair value on a recurring basis | |||
Warrant Liabilities | |||
Conversion Option Liabilities | |||
Fair value measured on a recurring basis [Member] | Significant other observable inputs (Level 2) [Member] | |||
Summary of financial liabilities measured at fair value on a recurring basis | |||
Warrant Liabilities | |||
Conversion Option Liabilities | |||
Fair value measured on a recurring basis [Member] | Significant unobservable inputs (Level 3) [Member] | |||
Summary of financial liabilities measured at fair value on a recurring basis | |||
Warrant Liabilities | [1] | 536,671 | |
Conversion Option Liabilities | [1] | $ 110,000 | |
[1] | (1) Diminimus value at December 31, 2015. |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of the changes in the fair value of the Company's Level 3 financial liabilities measured on a recurring basis | ||
Beginning balance | $ 646,671 | $ 217,611 |
Aggregate fair value of conversion option liabilities and warrants issued | 1,815,529 | |
Change in fair value related to increase in warrants issued for anti-dilutive adjustment | 745,920 | |
Change in fair value of conversion option liabilities and warrants | (646,671) | (2,132,389) |
Ending balance | $ 646,671 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | ||
Dec. 31, 2015USD ($)CustomerVendorunrelatedVendor | Dec. 31, 2014USD ($)CustomerVendorunrelatedVendor | Aug. 13, 2012USD ($) | |
Summary of significant accounting policies (Textual) | |||
Term of company's operating cycle | The length of the Company's contracts varies, but is typically between six to twelve months. | ||
Percentage of accounts receivable, received in advance | 75.00% | ||
Maximum factoring agreement amount | $ 1,000,000 | ||
Extended term of factoring agreement | 1 year | ||
Description of expiry date of factoring agreement | The agreement originally expired January 2013 and was automatically extended for a one year period. The agreement will continue to automatically extend for successive periods of one year unless either party formally cancels. | ||
Work in process inventory | $ 158,181 | $ 198,970 | |
Amortization period of deferred loan costs | Over 18 months. | Over 18 months. | |
Dividend yield | 0.00% | ||
Warranty offered on completed contracts by Company | 1 year | ||
Warranty claims on contracts | $ 2,356 | $ 24,925 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Summary of significant accounting policies (Textual) | |||
Concentration risk, percentage | 74.00% | 85.00% | |
Number of customers | Customer | 2 | 2 | |
Total revenue [Member] | Customer Concentration Risk [Member] | |||
Summary of significant accounting policies (Textual) | |||
Concentration risk, percentage | 70.00% | 79.00% | |
Number of customers | Customer | 2 | 2 | |
Total cost of revenue [Member] | Vendor Concentration Risk- Related Party [Member] | |||
Summary of significant accounting policies (Textual) | |||
Concentration risk, percentage | 49.00% | 25.00% | |
Number of customers | Vendor | 1 | 1 | |
Total cost of revenue [Member] | Vendor Concentration Risk - Unrelated Party [Member] | |||
Summary of significant accounting policies (Textual) | |||
Concentration risk, percentage | 27.00% | 61.00% | |
Number of customers | unrelatedVendor | 1 | 1 | |
Equipment [Member] | |||
Summary of significant accounting policies (Textual) | |||
Estimated useful lives | 5 years | ||
Minimum [Member] | |||
Summary of significant accounting policies (Textual) | |||
Factoring discount fees | 2.50% | ||
Minimum [Member] | Computer and Software [Member] | |||
Summary of significant accounting policies (Textual) | |||
Estimated useful lives | 3 years | ||
Maximum [Member] | |||
Summary of significant accounting policies (Textual) | |||
Factoring discount fees | 7.50% | ||
Maximum [Member] | Computer and Software [Member] | |||
Summary of significant accounting policies (Textual) | |||
Estimated useful lives | 5 years |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of accounts receivable | ||
Total gross receivables | $ 110,781 | $ 190,679 |
Less: allowance for doubtful accounts | (24,746) | (24,746) |
Total net receivables | 86,035 | 165,933 |
Billed SG block sales [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 82,200 | 172,837 |
Billed Engineering services [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 14,181 | 2,000 |
Billed Project management [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | $ 14,400 | $ 15,842 |
Costs and Estimated Earnings 45
Costs and Estimated Earnings on Uncompleted Contracts (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Costs and estimated earnings on uncompleted contracts | ||
Costs incurred on uncompleted contracts | $ 18,363 | |
Provision for loss on uncompleted contracts | ||
Estimated earnings (losses) | 6,786 | |
Cost on uncompleted contracts, net | 25,149 | |
Less: billings to date | (53,173) | (3,500) |
Cost in excess of billing on uncompleted contracts, net | $ (28,024) | $ (3,500) |
Costs and Estimated Earnings 46
Costs and Estimated Earnings on Uncompleted Contracts (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Costs and estimated earnings amounts on uncompleted contracts included in balance sheets | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | ||
Billings in excess of cost and estimated earnings on uncompleted contracts | (28,024) | (3,500) |
Cost in excess of billing on uncompleted contracts, net | $ (28,024) | $ (3,500) |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of company's inventory | ||
Contract building | $ 158,181 | $ 198,970 |
Inventory | $ 158,181 | $ 198,970 |
Equipment (Details)
Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of company's equipment | ||
Equipment, gross | $ 25,783 | $ 25,783 |
Less: accumulated depreciation | (18,553) | (14,826) |
Equipment, net | 7,229 | 10,957 |
Computer equipment and software [Member] | ||
Schedule of company's equipment | ||
Equipment, gross | 22,786 | 22,786 |
Furniture and other equipment [Member] | ||
Schedule of company's equipment | ||
Equipment, gross | $ 2,997 | $ 2,997 |
Equipment (Details Textual)
Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equipment (Textual) | ||
Depreciation expense | $ 3,728 | $ 3,978 |
Debt Issuance Costs (Details)
Debt Issuance Costs (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 10, 2014 |
Schedule of debt issuance costs | |||
Financial advisor fee | $ 108,000 | $ 108,000 | |
Legal fees | 56,229 | 56,229 | |
Fair value of warrants issued (as disclosed in Note 15 ) | 0 | (51,153) | $ (532,944) |
Debt issuance costs, gross | 175,253 | 175,253 | |
Less: accumulated amortization | (170,049) | (149,234) | |
Debt issuance costs, net | $ 5,204 | $ 26,019 |
Debt Issuance Costs (Details Te
Debt Issuance Costs (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Issuance Costs (Textual) | ||
Amortization expense | $ 20,815 | $ 59,574 |
Future estimated amortization expense of deferred loan costs | $ 5,204 | $ 26,019 |
Related Party Notes Payable (De
Related Party Notes Payable (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Jan. 26, 2011 | Mar. 26, 2009 | |
Related Party Notes Payable (Textual) | ||||
Interest expense for other related party | $ 6,468 | $ 8,197 | ||
Amount borrowed under revolver | $ 50,000 | |||
Amended amount borrowed under revolver | $ 100,000 | |||
Additional contractual interest | 1,729 | |||
Vector [Member] | ||||
Related Party Notes Payable (Textual) | ||||
Revolving credit promissory note | $ 73,500 | $ 73,500 | $ 50,000 | |
Interest rate | 11.00% | |||
Revolving credit facility, expiration date | Dec. 31, 2013 | |||
Maturity date of revolving credit promissory note after extension | Jun. 30, 2015 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total debt | $ 5,017,045 | $ 3,202,902 |
Less current portion | 800,726 | |
Long-term debt | 5,017,045 | 2,402,176 |
2014 Exchange Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,489,760 | 1,915,200 |
2014 New Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,316,685 | 1,287,702 |
Bridge Debenture [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 210,600 |
Convertible Debentures (Detai54
Convertible Debentures (Details 1) - Convertible Debentures [Member] - $ / shares | 1 Months Ended | 12 Months Ended |
Jan. 08, 2013 | Dec. 31, 2014 | |
Schedule of significant assumptions used to measure the fair value | ||
Stock price | $ 0.25 | $ 0.14 |
Volatility | 50.00% | 50.00% |
Risk-free interest rate | 0.25% | |
Exercise price | $ 0.25 | $ 0.25 |
Minimum [Member] | ||
Schedule of significant assumptions used to measure the fair value | ||
Term | 1 year 5 months 23 days | 9 months |
Risk-free interest rate | 0.09% | |
Maximum [Member] | ||
Schedule of significant assumptions used to measure the fair value | ||
Term | 1 year 11 months 23 days | 1 year 3 months |
Risk-free interest rate | 0.37% |
Convertible Debentures (Detai55
Convertible Debentures (Details Textual) - USD ($) | Aug. 05, 2015 | Oct. 15, 2014 | Jul. 15, 2014 | Jul. 01, 2014 | Apr. 10, 2014 | Apr. 01, 2014 | Jan. 09, 2013 | Apr. 30, 2013 | Dec. 27, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 11, 2015 | Jan. 08, 2013 |
Convertible Debentures (Textual) | |||||||||||||
Interest rate on convertible debenture | 8.00% | ||||||||||||
Due date of convertible debentures | Apr. 1, 2016 | ||||||||||||
Fair value of option liabilities | $ 794,350 | ||||||||||||
Amount of discount on debentures | 794,350 | $ 198,200 | |||||||||||
Total amortization relating to the discount | 416,833 | 718,640 | |||||||||||
Conversion price | $ 0.25 | ||||||||||||
Legal fees | 20,763 | 20,763 | |||||||||||
Fair value of conversion option liabilities | 0 | 110,000 | |||||||||||
Additional contractual interest | 1,729 | ||||||||||||
Interest expense on the convertible debentures | 253,061 | $ 280,422 | |||||||||||
Covertible debentures maturity value | $ 1,915,200 | ||||||||||||
Converion price, description | The Exchange Agreement and the 2014 SPA trigger anti-dilution adjustments to the warrants issued on the Existing Debentures based on a $0.25 per share conversion price (adjusted from the original stated conversion price of $0.43 per share), which reduces the exercise price to $0.25 per share and increases the number of shares issuable upon the exercise of the Existing Warrants from 4,818,605 to 8,288,000 shares. | ||||||||||||
Fair value of warrants | 532,944 | $ 0 | $ 51,153 | ||||||||||
Debt instrument frequency of payment | On January 1, April 1, July 1 and October 1, beginning on October 1, 2014. | ||||||||||||
Debt default description | Upon any Event of Default (as defined in the Debenture), the outstanding principal amount of the Debenture, plus liquidated damages, interest, a premium of 30% and other amounts owing in respect thereof through the date of acceleration, shall become, at the 2014 Holders' election, immediately due and payable in cash. Commencing five days after the occurrence of any Event of Default, the interest rate on the Debenture shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. | ||||||||||||
Penalty on convertible debentures | $ 1,247,310 | ||||||||||||
October 1, 2015 [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Debt redemption amount | 998,925 | ||||||||||||
January 1, 2016 [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Debt redemption amount | 998,925 | ||||||||||||
April 1, 2016 [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Debt redemption amount | 1,997,850 | ||||||||||||
Minimum [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Convertible debentures | $ 1,247,310 | ||||||||||||
Maximum [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Convertible debentures | $ 5,405,010 | ||||||||||||
Hillair Capital Investments Lp [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Convertible debentures redemption amount | $ 756,000 | $ 756,000 | |||||||||||
Fair value of warrants | 0 | $ 96,931 | |||||||||||
Merriman Capital, Inc. [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Fair value of warrants | $ 2,858 | ||||||||||||
Frank Casano [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Fair value of common stock | $ 60,801 | ||||||||||||
Convertible debentures | $ 560,000 | ||||||||||||
Interest rate on convertible debenture | 8.00% | ||||||||||||
Due date of convertible debentures | Oct. 15, 2014 | ||||||||||||
Proceeds from issuance of convertible debentures | $ 500,000 | ||||||||||||
Number of shares issuable upon conversion of debentures | 1,302,326 | ||||||||||||
Amount of discount on debentures | $ 60,000 | ||||||||||||
Convertible debentures redemption amount | $ 280,000 | $ 280,000 | |||||||||||
Description for conversion price for periodic redemption in shares | Based on a conversion price equal to the lesser of (a) $0.43 per share, subject to adjustments upon certain events, and (b) 90% of the average of the volume weighted average price for the 20 consecutive trading days prior to the applicable redemption date, provided that the conversion price shall be equal to at least a $0.01 discount to the volume weighted average price for the 20 consecutive days that is immediately prior to the applicable redemption date. | ||||||||||||
Fair value of warrants | $ 0 | 51,153 | |||||||||||
Next View Capital Lp [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Fair value of common stock | $ 69,933 | ||||||||||||
Convertible debentures | $ 392,000 | ||||||||||||
Interest rate on convertible debenture | 8.00% | ||||||||||||
Due date of convertible debentures | Jul. 1, 2014 | ||||||||||||
Proceeds from issuance of convertible debentures | $ 350,000 | ||||||||||||
Number of shares issuable upon conversion of debentures | 911,628 | ||||||||||||
Amount of discount on debentures | $ 42,000 | $ 24,322 | |||||||||||
Conversion price | $ 0.23 | ||||||||||||
Legal fees | $ 28,000 | ||||||||||||
Number of common stock purchase due to issuance of warrants | 36,466 | ||||||||||||
Convertible debentures redemption amount | $ 756,000 | $ 756,000 | |||||||||||
Description for conversion price for periodic redemption in shares | Based on a conversion price equal to the lesser of (a) $0.43 per share, subject to adjustments upon certain events, and (b) 90% of the average of the volume weighted average price for the 20 consecutive trading days prior to the applicable redemption date, provided that the conversion price shall be equal to at least a $0.01 discount to the volume weighted average price for the 20 consecutive days that is immediately prior to the applicable redemption date. The Company made a payment of $252,000 in April 2014 and $140,000 in July 2014. | ||||||||||||
Fair value of warrants | $ 0 | 33,926 | |||||||||||
Masterson [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Fair value of common stock | 60,801 | ||||||||||||
Convertible debentures | $ 560,000 | ||||||||||||
Interest rate on convertible debenture | 8.00% | ||||||||||||
Due date of convertible debentures | Oct. 15, 2014 | ||||||||||||
Proceeds from issuance of convertible debentures | $ 500,000 | ||||||||||||
Number of shares issuable upon conversion of debentures | 1,302,326 | ||||||||||||
Amount of discount on debentures | $ 60,000 | ||||||||||||
Convertible debentures redemption amount | $ 280,000 | $ 280,000 | |||||||||||
Description for conversion price for periodic redemption in shares | Based on a conversion price equal to the lesser of (a) $0.43 per share, subject to adjustments upon certain events, and (b) 90% of the average of the volume weighted average price for the 20 consecutive trading days prior to the applicable redemption date, provided that the conversion price shall be equal to at least a $0.01 discount to the volume weighted average price for the 20 consecutive days that is immediately prior to the applicable redemption date. | ||||||||||||
Senior Convertible Debentures [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Convertible debentures | $ 2,080,500 | ||||||||||||
Interest rate on convertible debenture | 8.00% | ||||||||||||
Due date of convertible debentures | Apr. 1, 2016 | ||||||||||||
Number of shares issuable upon conversion of debentures | 8,322,000 | ||||||||||||
Amount of discount on debentures | $ 255,500 | ||||||||||||
Conversion price | $ 0.25 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Warrants exercise price | $ 0.275 | ||||||||||||
Percentage of conversion price | 110.00% | ||||||||||||
Legal fees | $ 20,000 | 20,000 | |||||||||||
Fair value of conversion option liabilities | $ 413,606 | ||||||||||||
Additional contractual interest | $ 66,595 | ||||||||||||
Covertible debentures maturity value | $ 1,825,000 | ||||||||||||
Converion price, description | The Company entered into a Securities Purchase Agreement (the "2014 SPA") with four investors, including Hillair pursuant to which the Company issued and sold (i) $2,080,500 in 8% Original Discount Senior Secured Convertible Debentures, for $1,825,000, with a conversion price of $0.25 per share, subject to adjustment, with a final maturity date of April 1, 2016 (the "2014 New Debentures" together with the 2014 Exchange Debentures, the "2014 Debentures"), and (ii) a five (5) year Common Stock purchase warrant to purchase up to 8,322,000 shares of the Company's common stock at an exercise price of $0.275 (110% of the conversion price), subject to adjustment with a fair value of $532,944 at issuance, which has been recorded as a discount to the 2014 New Debentures. | ||||||||||||
Senior Convertible Debentures [Member] | Frank Casano [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Amount of discount on debentures | $ 14,971 | ||||||||||||
Existing Debentures [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Conversion price | $ 0.25 | ||||||||||||
Fair value of conversion option liabilities | $ 2,366 | ||||||||||||
Covertible debentures maturity value | $ 1,680,000 | ||||||||||||
Converion price, description | Under the terms of the Exchange Agreement, Existing Debentures with a stated maturity value of $1,680,000 were surrendered in exchange for (i) new Senior Convertible Debentures with a stated interest rate of eight percent (8%) per year, a stated maturity value of $1,915,200, a conversion price of $0.25 per share, subject to adjustment, with a final maturity date of April 1, 2016 (the ''2014 Exchange Debentures''), and (ii) a five (5) year Common Stock purchase warrant to purchase up to 7,660,800 shares of the Company's common stock at an exercise price of $0.275 (110% of the conversion price), subject to adjustment (the ''2014 Exchange Warrants''). | ||||||||||||
Fair value of warrants | $ 490,601 | ||||||||||||
Bridge Debenture [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Due date of convertible debentures | Nov. 3, 2015 | ||||||||||||
Conversion price | $ 0.10 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Amount of discount on debentures | $ 69,502 | ||||||||||||
Debt instrument, covenant description | The underlying securities purchase and debenture agreements also provide for the Company to pay liquidated damages in the event of its failure to (i) deliver shares upon the conversion of the debentures, in which case the liquidated damages would amount to a cash payment of $10 per trading day (increasing to $15 per trading day on the fifth trading day) for each $1,000 of principal amount being converted until such certificates are delivered (ii) maintain timely required filings with the SEC, in which case the liquidated damages would amount to a cash payment of two percent (2.0%) of the aggregate subscription amount of such purchasers securities on the day of the failure to maintain timely filings with the SEC and on every thirtieth (30th) day thereafter until the required documents are filed with the SEC or is no longer required for the purchaser to transfer the underlying shares pursuant to Rule 144 and (iii) to compensate the debenture holder for a Buy-In (as defined in the debentures) of securities previously sold by the debenture holder on a failure to timely deliver certificates upon conversion by the debenture holder. | ||||||||||||
Securities Purchase Agreement [Member] | Hillair Capital Investments Lp [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Fair value of common stock | 199,806 | ||||||||||||
Convertible debentures | $ 162,000 | $ 1,120,000 | |||||||||||
Interest rate on convertible debenture | 8.00% | ||||||||||||
Due date of convertible debentures | Jul. 1, 2014 | ||||||||||||
Proceeds from issuance of convertible debentures | $ 1,000,000 | ||||||||||||
Number of shares issuable upon conversion of debentures | 2,604,651 | ||||||||||||
Amount of discount on debentures | $ 120,000 | ||||||||||||
Conversion price | $ 0.43 | ||||||||||||
Description of interest payable on unconverted outstanding principal amount of debenture | The Company shall pay interest on the aggregate unconverted and then outstanding principal amount of the Debenture at 8% per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on July 1, 2013. | ||||||||||||
Description for interest payment | Based on a share value equal to the lesser of (a) $0.43 per share, subject to adjustments upon certain events, and (b) 90% of the average of the volume weighted average price for 20 consecutive trading days prior to the applicable interest payment date, provided that the price shall be equal to at least a $0.01 discount to the volume weighted average price for the trading day that is immediately prior to the applicable interest payment date. | ||||||||||||
Legal fees | $ 15,466 | 15,466 | |||||||||||
Payments for due diligence | $ 45,000 | ||||||||||||
Financing amount | $ 150,000 | ||||||||||||
Securities Purchase Agreement [Member] | Merriman Capital, Inc. [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Number of shares issuable upon conversion of debentures | 104,186 | ||||||||||||
Legal fees | $ 80,000 | ||||||||||||
Securities Purchase Agreement [Member] | Senior Convertible Debentures [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Amount of discount on debentures | $ 387,965 | $ 792,798 | |||||||||||
Exchange Agreement [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Number of shares issuable upon conversion of debentures | 7,660,800 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Warrants exercise price | $ 0.275 | ||||||||||||
Loss of transaction | $ 1,104,179 | ||||||||||||
Percentage of conversion price | 110.00% | ||||||||||||
Fair value of conversion option liabilities | $ 380,744 |
Debtor in Possession Financing
Debtor in Possession Financing (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debtor in Possession Financing (Textual) | ||
Debtor in possession financing, amount | $ 600,000 | |
Debtor in Possession credit facility, interest rate | 12.00% | |
Debtor in possession financing, effective date | 2 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred: | ||
Federal | $ (1,066,864) | $ (426,761) |
State and local | (79,680) | (71,638) |
Total deferred | (1,146,544) | (498,399) |
Total benefit for income taxes | (1,146,544) | (498,399) |
Less: valuation reserve | 1,146,544 | 498,399 |
Income Tax provision |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of reconciliation of the federal statutory rate | ||
Benefit for income taxes at federal statutory rate | 34.00% | 34.00% |
Stateand local income taxes, net of federal benefit | 5.70% | 8.20% |
Differences attributable to change in state business apportionment | (7.60%) | (6.20%) |
Change in fair value of derivative liabilities | 7.80% | 19.30% |
Loss on extinguishment of debt | (28.20%) | |
True-up | 2.30% | 5.80% |
Other | (0.30%) | (0.50%) |
Less valuation allowance | (41.90%) | (32.40%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets, net [Abstract] | ||
Net operating loss carryforward | $ 3,497,816 | $ 2,910,932 |
Bad debt reserve | 130,319 | 128,313 |
Employee stock compensation | 657,326 | 618,512 |
Net conversion feature discount | (202,349) | (225,938) |
Default penalty | 494,391 | |
Depreciation | 1,962 | 1,083 |
Charity | 329 | 348 |
Net deferred tax asset | 4,579,794 | 3,433,250 |
Less valuation allowance | (4,579,794) | (3,433,250) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes (Textual) | ||
Reconciliation of federal statutory rate | 0.00% | 0.00% |
Effective state and local tax rate | 5.70% | 8.20% |
Valuation allowance | $ 1,146,544 | $ 498,399 |
Net operating loss carry forward | $ 8,820,000 | |
Net operating loss expiration date | Dec. 31, 2035 | |
Unrecognized Tax Benefits |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net Income (Loss) Per Share (Textual) | ||
Common shares attributable to conversion of debt securities | 17,602,800 | 15,982,800 |
Stock Options [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Shares which were excluded from computation of earnings per share | 15,425,001 | 15,425,001 |
Warrant [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Shares which were excluded from computation of earnings per share | 25,572,059 | 25,572,059 |
Construction Backlog (Details)
Construction Backlog (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of signed engineering and project management contracts | ||
Balance - January 1 | $ 6,200 | $ 49,593 |
New contracts and change orders during the period | 172,805 | 271,503 |
New contracts and change orders during period, gross | 179,005 | 321,096 |
Less: contract revenue earned during the period | (73,154) | (314,896) |
New contracts and change orders during period net | 105,851 | 6,200 |
Contracts signed but not started | ||
Balance - December 31 | $ 105,851 | $ 6,200 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May 01, 2014 | Oct. 01, 2013 | Nov. 18, 2014 | Apr. 22, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders' Equity (Textual) | ||||||
Issuance of common stock for services, Shares | 1,000,000 | 83,334 | ||||
Issuance of common stock for services, Value | $ 220,000 | $ 25,000 | ||||
Shares vested | 500,000 | 500,000 | ||||
Professional fees amount of related to the shares issued to the consultant | $ 160,000 | |||||
Shares terminated during the period, Shares | 500,000 | |||||
Director [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Stock options issued, Shares | 112,500 | |||||
Sale of stock price | $ 0.20 |
Warrants (Details)
Warrants (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ||
Outstanding, Beginning balance | 25,572,059 | |
Number of warrants, Issued | ||
Number of Warrants, Anti-Dilutive Adjustment | ||
Number of warrants, Exercised | ||
Number of warrants, Forfeited | ||
Outstanding, Ending balance | 25,572,059 | 25,572,059 |
Number of warrants, Exercisable | 25,572,059 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | $ 0.27 | |
Weighted Average Exercise Price Per Share, Issued | ||
Weighted Average Exercise Price Per Share, Anti-Dilutive Adjustment | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Weighted Average Exercise Price Per Share, Forfeited | ||
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | 0.27 | $ 0.27 |
Weighted Average Exercise Price Per Share, Exercisable | $ 0.27 | |
Weighted Average Remaining Terms (in years), Outstanding | 3 years 10 months 21 days | 3 years 10 months 21 days |
Weighted Average Remaining Terms (in years), Exercisable | 2 years 10 months 21 days | |
Aggregate Intrinsic Value, Outstanding, Beginning Balance | ||
Aggregate Intrinsic Value, Outstanding, Ending Balance | ||
Aggregate Intrinsic Value, Exercisable |
Warrants (Details 1)
Warrants (Details 1) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2014$ / shares | |
Significant assumptions used to measure the fair value of warrants | |
Stock price | $ 0.14 |
Volatility | 50.00% |
Dividend yield | 0.00% |
Minimum [Member] | |
Significant assumptions used to measure the fair value of warrants | |
Term | 9 months 29 days |
Risk-free interest rate | 0.25% |
Exercise prices | $ 0.25 |
Maximum [Member] | |
Significant assumptions used to measure the fair value of warrants | |
Term | 4 years 3 months 11 days |
Risk-free interest rate | 1.38% |
Exercise prices | $ 0.4488 |
Warrants (Details Textual)
Warrants (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 31, 2012 | Mar. 31, 2012 | Oct. 31, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Subsidiary, Sale Of Stock [Line Items] | ||||||
Fair value of warrant | $ 536,671 | $ 701,612 | ||||
Issuance of common stock | ||||||
April 2013 Debentures [Member] | Casano [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 1,041,861 | |||||
Common stock price per share | $ 0.4488 | |||||
Fair value of warrant | $ 0 | $ 51,153 | ||||
Agreement, Description | The transactions consummated pursuant to the Exchange Agreement and the 2014 SPA as disclosed in Note 6, the number of shares of Common Stock Casano and Masterson are entitled to purchase has increased to 1,792,000 and 448,000, respectively and can be purchased for $0.25 per share. | |||||
April 2013 Debentures [Member] | Masterson [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 260,465 | |||||
Common stock price per share | $ 0.4488 | |||||
Fair value of warrant | $ 0 | 51,153 | ||||
Agreement, Description | The transactions consummated pursuant to the Exchange Agreement and the 2014 SPA as disclosed in Note 6, the number of shares of Common Stock Casano and Masterson are entitled to purchase has increased to 1,792,000 and 448,000, respectively and can be purchased for $0.25 per share. | |||||
2014 Exchange Warrants [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Fair value of warrant | $ 0 | 167,969 | ||||
2014 Exchange Warrants [Member] | Casano [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 2,042,880 | |||||
Common stock price per share | $ 0.275 | |||||
Expiration date of warrant | Apr. 10, 2019 | |||||
2014 Exchange Warrants [Member] | Masterson [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 510,720 | |||||
Common stock price per share | $ 0.275 | |||||
Expiration date of warrant | Apr. 10, 2019 | |||||
2014 New Warrants [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 8,322,000 | |||||
Common stock price per share | $ 0.275 | |||||
Fair value of warrant | $ 0 | 182,466 | ||||
Hillair [Member] | 2014 Exchange Warrants [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 5,107,200 | |||||
Common stock price per share | $ 0.275 | |||||
Expiration date of warrant | Apr. 10, 2019 | |||||
Hillair [Member] | Convertible Debentures [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 2,604,651 | |||||
Common stock price per share | $ 0.4488 | |||||
Expiration date of warrant | Jun. 27, 2018 | |||||
Fair value of warrant | $ 0 | 96,931 | ||||
Merriman [Member] | Convertible Debentures [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 52,093 | |||||
Common stock price per share | $ 0.4488 | |||||
Fair value of warrant | $ 8,166 | |||||
Issuance of common stock | 52,093 | |||||
Stock price per share | $ 0.43 | |||||
Merriman [Member] | Convertible Debentures One [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 18,233 | |||||
Common stock price per share | $ 0.4488 | |||||
Fair value of warrant | $ 2,858 | |||||
Issuance of common stock | 18,233 | |||||
Stock price per share | $ 0.43 | |||||
Next View [Member] | Convertible Debentures [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 651,163 | |||||
Common stock price per share | $ 0.4488 | |||||
Fair value of warrant | $ 0 | 33,926 | ||||
Exercise price of warrant | $ 0.23 | |||||
Another Investor [Member] | Convertible Debentures [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 260,465 | |||||
Common stock price per share | $ 0.4488 | |||||
Fair value of warrant | $ 0 | 33,926 | ||||
Exercise price of warrant | $ 0.23 | |||||
2010 Private Placement [Member] | Ladenburg [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 1,044,584 | |||||
Common stock price per share | $ 0.25 | |||||
Expiration date of warrant | Oct. 28, 2015 | |||||
Fair value of warrant | 0 | 3,476 | ||||
2012 Private Placement [Member] | Ladenburg [Member] | ||||||
Subsidiary, Sale Of Stock [Line Items] | ||||||
Maximum number of warrant to purchase of common stock | 29,700 | 86,323 | ||||
Common stock price per share | $ 0.35 | $ 0.35 | ||||
Expiration date of warrant | May 22, 2017 | Mar. 27, 2017 | ||||
Fair value of warrant | $ 0 | $ 750 | ||||
Additional number of warrant to purchase of common stock | 702,872 |
Stock Options and Grants (Detai
Stock Options and Grants (Details) - Employee Stock Option [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of stock option activity and changes | |||
Outstanding, Beginning balance | 15,425,001 | 10,330,001 | |
Granted, Shares | 5,207,500 | ||
Exercised, Shares | (112,500) | ||
Cancelled, Shares | |||
Outstanding, Ending balance | 15,425,001 | 15,425,001 | 10,330,001 |
Exercisable, Shares | 13,729,168 | 11,625,835 | |
Outstanding, Weighted Average Fair Value Per Share | $ 0.07 | $ 0.10 | |
Granted, Weighted Average Fair Value Per Share | 0.11 | ||
Exercised, Weighted Average Fair Value Per Share | 0.09 | ||
Cancelled, Weighted Average Fair Value Per Share | |||
Outstanding, Weighted Average Fair Value Per Share | 0.07 | 0.07 | $ 0.10 |
Exercisable, Weighted Average Fair Value Per Share | 0.11 | 0.09 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | 0.30 | 0.36 | |
Granted, Weighted Average Exercise Price Per Share | 0.14 | ||
Exercises, Weighted Average Exercise Price Per Share | 0.20 | ||
Cancelled, Weighted Average Exercise Price Per Share | |||
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | 0.30 | 0.30 | $ 0.36 |
Exercisable, Weighted Average Exercise Price Per Share | $ 0.31 | $ 0.33 | |
Outstanding, Weighted Average Remaining Terms (in years) | 7 years | 8 years | 8 years 1 month 28 days |
Exercisable, Weighted Average Remaining Terms (in years) | 6 years 9 months 18 days | 7 years 6 months | |
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ 112,500 | $ 109,050 | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | 112,500 | $ 109,050 | |
Exercisable, Aggregate Intrinsic Value | $ 37,500 |
Stock Options and Grants (Det68
Stock Options and Grants (Details 1) - Stock Option [Member] | 12 Months Ended |
Dec. 31, 2014 | |
Significant assumptions used to measure the fair value of warrants | |
Expected dividend yield | 0.00% |
Expected stock volatility | 50.00% |
Risk-free interest rate, Minimum | 1.57% |
Risk-free interest rate, Maximum | 2.57% |
Minimum [Member] | |
Significant assumptions used to measure the fair value of warrants | |
Expected life | 5 years 3 months |
Maximum [Member] | |
Significant assumptions used to measure the fair value of warrants | |
Expected life | 10 years |
Stock Options and Grants (Det69
Stock Options and Grants (Details Textual) - USD ($) | Oct. 08, 2014 | Jul. 15, 2014 | Dec. 31, 2014 | Nov. 21, 2014 | Jul. 30, 2014 | Nov. 30, 2013 | Jul. 27, 2011 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 |
Stock Options and Grants (Textual) | ||||||||||
Stock-based compensation expense, recognized | $ 192,776 | $ 294,067 | ||||||||
Unrecognized compensation costs related to non-vested stock options | $ 119,146 | |||||||||
Weighted average period for unrecognized compensation costs to be expensed | 7 months 21 days | |||||||||
Fair value of stock price | $ 0.14 | $ 0.14 | $ 0.14 | |||||||
Chief Executive Officer [Member] | ||||||||||
Stock Options and Grants (Textual) | ||||||||||
Granted, Shares | 2,000,000 | |||||||||
Granted, Weighted Average Exercise Price Per Share | $ 0.11 | |||||||||
Option fair value | $ 446,250 | |||||||||
Chief Financial Officer [Member] | ||||||||||
Stock Options and Grants (Textual) | ||||||||||
Granted, Shares | 1,000,000 | |||||||||
Granted, Weighted Average Exercise Price Per Share | $ 0.11 | |||||||||
Option fair value | $ 446,250 | |||||||||
Chief Administrative Officer [Member] | ||||||||||
Stock Options and Grants (Textual) | ||||||||||
Granted, Shares | 750,000 | |||||||||
Granted, Weighted Average Exercise Price Per Share | $ 0.11 | |||||||||
Option fair value | $ 446,250 | |||||||||
4 Employees [Member] | ||||||||||
Stock Options and Grants (Textual) | ||||||||||
Granted, Shares | 950,000 | |||||||||
Granted, Weighted Average Exercise Price Per Share | $ 0.21 | |||||||||
Option fair value | $ 93,100 | |||||||||
Consultant [Member] | ||||||||||
Stock Options and Grants (Textual) | ||||||||||
Granted, Shares | 120,000 | |||||||||
Granted, Weighted Average Exercise Price Per Share | $ 0.21 | |||||||||
Option fair value | $ 7,920 | |||||||||
Seven Directors [Member] | ||||||||||
Stock Options and Grants (Textual) | ||||||||||
Granted, Shares | 387,500 | |||||||||
Granted, Weighted Average Exercise Price Per Share | $ 0.275 | |||||||||
Option fair value | $ 15,500 | |||||||||
2011 Plan [Member] | ||||||||||
Stock Options and Grants (Textual) | ||||||||||
Number of common stock to be granted to the eligible officers, directors, employees, consultants, advisors, maximum | 8,000,000 | |||||||||
Stock option plan maturity date | Jul. 26, 2021 | |||||||||
Number of common stock available for issuance | 3,928 | |||||||||
Granted, Shares | 2,000,000 | |||||||||
Common stock available for issuance | 66,071 | |||||||||
2013 Stock Plan [Member] | ||||||||||
Stock Options and Grants (Textual) | ||||||||||
Issuance of additional shares of common stock in form of restricted stock or option | 2,000,000 | |||||||||
Common stock available for issuance | 1,600,000 | |||||||||
2014 Plan [Member] | ||||||||||
Stock Options and Grants (Textual) | ||||||||||
Number of common stock available for issuance | 6,792,500 | |||||||||
Granted, Shares | 12,000,000 | |||||||||
Expiration of plan | Jul. 14, 2024 |
Commitments (Details)
Commitments (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Nov. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments (Textual) | |||||
Lease inception date | October 2,011 | ||||
Payable to lessor | $ 25,000 | ||||
Settlement of debt by issuance of shares | 83,334 | ||||
Lease expiration date | Dec. 31, 2014 | ||||
Life of the lease amount | $ 3,500 | ||||
Rental expense | $ 2,600 | $ 46,128 | $ 57,600 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 10, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 26, 2011 | Mar. 26, 2009 |
Related Party Transactions (Textual) | ||||||
Interest rate | 8.00% | |||||
Maturity date | Apr. 1, 2016 | |||||
Additional contractual interest | $ 1,729 | |||||
General and administrative expenses | 790,611 | $ 793,476 | ||||
ConGlobal Industries Inc [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Related party, cost of goods sold | 943,594 | 1,140,315 | ||||
Related party accounts payable and accrued expenses | 317,468 | 92,792 | ||||
Lawrence Group [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Related party, cost of goods sold | 4,760 | |||||
Pre-project expenses included in related party accounts payable and accrued expenses | 32,389 | 32,389 | ||||
Vector Group Ltd [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Notes payable | $ 73,500 | 73,500 | $ 50,000 | |||
Interest rate | 11.00% | |||||
Maturity date | Jun. 30, 2015 | |||||
Interest expense to related party | $ 6,468 | 8,197 | ||||
Accrued interest, related party | 43,301 | 36,833 | ||||
Vector Group Ltd [Member] | Maximum [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Notes payable | $ 100,000 | |||||
Vector Group Ltd [Member] | Minimum [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Notes payable | $ 50,000 | |||||
Cheif Financial Officer [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Accounts payable, related parties | 0 | 7,300 | ||||
General and administrative expenses | $ 72,250 | $ 74,300 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Jun. 03, 2016 | Apr. 10, 2014 | Jun. 30, 2016 | Dec. 31, 2014 | Jun. 29, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||
Maturity date | Apr. 1, 2016 | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||
Common stock, shares issued | 42,918,927 | 42,918,927 | ||||
Common stock, shares outstanding | 42,918,927 | 42,918,927 | ||||
Common stock ratio shares | ||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares authorized | 300,000,000 | |||||
Common stock, par value | $ 0.01 | |||||
Common stock, shares issued | 42,918,927 | |||||
Common stock, shares outstanding | 42,918,927 | |||||
Preferred stock, shares authorized | 5,000,000 | |||||
Preferred stock, par value | $ 0.01 | |||||
Preferred Stock, designating shares | 5,405,010 | |||||
Preferred Stock, designating pare value | $ 1 | |||||
Subsequent Event [Member] | Management Options [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Options to acquire aggregate percentage | 10.00% | |||||
Common stock ratio shares | 655,153 | |||||
Description of conversion shares and exercise of management options to exit facility | The New Preferred Stock is convertible into New Common Stock on a 1:1 basis and, if converted on the Effective Date, would convert into 82.5% of the New Common Stock issued and outstanding on the Effective Date, after taking into account shares of New Common Stock issued to holders of the Former Common Stock and the exercise of the Management Options but prior to any conversion of the Exit Facility. | |||||
Subsequent Event [Member] | SGB [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value | $ 0.01 | |||||
Common stock, shares issued | 491,365 | |||||
Percentage of common stock former holders | 7.50% | |||||
Subsequent Event [Member] | HCI [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock ratio shares | 1 | |||||
Stock price | $ 1.25 | |||||
Subsequent Event [Member] | Facility Closing [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Description of operational improvement plan | (i) to make a one hundred percent (100%) distribution for payment of unsecured claims in accordance with the Plan, (ii) to pay all costs of the administration of SGB's Bankruptcy, (iii) to pay all amounts owed under the DIP Facility and (iv) for general working capital purposes of the Company. | |||||
Subsequent Event [Member] | Senior Secured Debenture [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Subscription price sales | $ 2,000,000 | |||||
Percentage of OID secured convertible debenture | 12.00% | |||||
Maximum principal amount | $ 2,500,000 | |||||
Maturity date | Jun. 30, 2018 | |||||
Subsequent Event [Member] | Senior Secured Debenture [Member] | Facility Closing [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maturity date | Jun. 30, 2018 |