Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 11-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SOLAR3D, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 17,719,314 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1172631 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $11,230,480 | $414,123 |
Accounts receivable | 2,489,952 | 2,023,497 |
Inventory | 36,516 | 22,947 |
Cost in excess of billing | 1,564,543 | 1,276,677 |
Other current assets | 877,855 | 280,996 |
Total Current Assets | 16,199,346 | 4,018,240 |
Property and Equipment, net | 176,371 | 84,208 |
Other Assets | ||
Other deposits | 27,130 | 19,500 |
Goodwill | 5,455,453 | 2,599,268 |
Total Other Assets | 5,482,583 | 2,618,768 |
Total Assets | 21,858,300 | 6,721,216 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 2,313,514 | 1,970,948 |
Billing in excess of costs | 1,143,189 | 891,633 |
Customer deposits | 997,949 | 51,613 |
Other payable | 192,390 | 0 |
Derivative liability | 0 | 68,521 |
Acquisition convertible promissory notes, net of beneficial conversion feature of $2,537,466 and $234,042, respectively | 962,534 | 890,958 |
Convertible promissory notes, net of debt discount of $781,590 and $627, respectively | 68,410 | 887,373 |
Total Current Liabilities | 5,677,986 | 4,761,046 |
Shareholders' Equity | ||
Preferred stock, $.001 par value; 5,000,000 authorized shares; | 0 | 0 |
Common stock, $.001 par value; 1,000,000,000 authorized shares; 17,719,313 and 14,016,252 shares issued and outstanding, respectively | 17,719 | 14,016 |
Additional paid in capital | 58,385,122 | 42,765,589 |
Accumulated deficit | -42,222,527 | -40,819,435 |
Total Shareholders' Equity | 16,180,314 | 1,960,170 |
Total Liabilities and Shareholders' Equity | $21,858,300 | $6,721,216 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Convertible promissory notes, beneficial conversion feature (in Dollars) | $2,537,466 | $234,042 |
Convertible promissory notes, discount (in Dollars) | $781,590 | $627 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 17,719,313 | 14,016,252 |
Common stock, shares outstanding | 17,719,313 | 14,016,252 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Sales | $5,658,753 | $1,047,415 |
Cost of Goods Sold | 3,717,292 | 772,057 |
Gross Profit | 1,941,461 | 275,358 |
Operating Expenses | ||
Selling and marketing expenses | 1,112,729 | 185,480 |
General and administrative expenses | 1,809,820 | 955,449 |
Research and development cost | 25,029 | 28,839 |
Depreciation and amortization | 5,339 | 1,297 |
Total Operating Expenses | 2,952,917 | 1,171,065 |
Loss before Other Income/(Expenses) | -1,011,456 | -895,707 |
Other Income/(Expenses) | ||
Interest income | 0 | 114 |
Penalties | -490 | 0 |
Comment fees | -3,012 | 0 |
Gain (Loss) on change in fair value of derivative liability | 68,521 | -1,838,632 |
Interest expense | -456,655 | -1,303,711 |
Total Other Income/(Expenses) | -391,636 | -3,142,229 |
Loss before Income Taxes | -1,403,092 | -4,037,936 |
Income Tax Expense | 0 | 0 |
Net Loss | ($1,403,092) | ($4,037,936) |
EARNINGS PER SHARE: | ||
Basic (in Dollars per share) | ($0.10) | ($0.43) |
Diluted (in Dollars per share) | ($0.10) | ($0.43) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
Basic (in Shares) | 14,513,445 | 9,474,217 |
Diluted (in Shares) | 14,513,445 | 9,474,217 |
CONDENSED_STATEMENT_OF_SHAREHO
CONDENSED STATEMENT OF SHAREHOLDERS' (DEFICIT) (Unaudited) (USD $) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2014 | $0 | $14,016 | $42,765,589 | ($40,819,435) | $1,960,170 |
Balance (in Shares) at Dec. 31, 2014 | 0 | 14,016,252 | |||
Issuance of common stock for cash | 3,000 | 11,575,500 | 11,578,500 | ||
Issuance of common stock for cash (in Shares) | 3,000,000 | ||||
Issuance of common stock for conversion of promissory notes, plus accrued interest | 643 | 316,190 | 316,833 | ||
Issuance of common stock for conversion of promissory notes, plus accrued interest (in Shares) | 643,465 | ||||
Issuance of common stock for services at fair value | 45 | 184,955 | 185,000 | ||
Issuance of common stock for services at fair value (in Shares) | 45,008 | ||||
Issuance of common stock for commitment fee | 12 | 3,000 | 3,012 | ||
Issuance of common stock for commitment fee (in Shares) | 11,583 | ||||
Stock based compensation | 39,891 | 39,891 | |||
Beneficial conversion feature on convertible promissory notes | 850,000 | 850,000 | |||
Beneficial conversion feature on acquisition convertible promissory note | 2,650,000 | 2,650,000 | |||
Rounding shares due to reverse split | 3 | -3 | |||
Rounding shares due to reverse split (in Shares) | 3,004 | ||||
Net loss for the three months ended March 31, 2015 | -1,403,092 | -1,403,092 | |||
Balance at Mar. 31, 2015 | $0 | $17,719 | $58,385,122 | ($42,222,527) | $16,180,314 |
Balance (in Shares) at Mar. 31, 2015 | 0 | 17,719,312 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($1,403,092) | ($4,037,936) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 5,339 | 1,297 |
Stock based compensation | 39,891 | 357,673 |
Common stock issued for services | 185,000 | 0 |
(Gain) Loss on change in derivative liability | -68,521 | 1,838,632 |
Amortization of debt discount and beneficial conversion feature recognized as interest | 415,613 | 1,260,303 |
Common stock issued for commitment fees | 3,012 | 0 |
(Increase) Decrease in: | ||
Accounts receivable | 446,742 | -617,452 |
Inventory | -13,569 | 0 |
Other current assets | -572,950 | 69,244 |
Cost in excess of billings | -232,236 | 0 |
Other asset | 0 | 500 |
Increase (Decrease) in: | ||
Accounts payable and accrued liabilities | -436,404 | -20,212 |
Billings in excess of cost | 236,173 | 0 |
Other liabilities | 1,138,726 | 591,559 |
NET CASH USED IN OPERATING ACTIVITIES | -256,276 | -556,392 |
NET CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Cash paid for acquisition, net of cash received | -484,128 | -571,689 |
Purchase of property and equipment | -21,739 | -3,838 |
NET CASH USED IN INVESTING ACTIVITIES | -505,867 | -575,527 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible promissory notes | 0 | 1,465,000 |
Proceeds from issuance of common stock, net of cost | 11,578,500 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 11,578,500 | 1,465,000 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 10,816,357 | 333,081 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 414,123 | 10,422 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 11,230,480 | 343,503 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 0 | 0 |
Income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Convertible promissory notes issued for acquisition | 2,650,000 | 1,750,000 |
Stock Issued for Conversion of Debt [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Non-Cash Transaction, Stock Issued | 316,833 | 3,263,329 |
Stock Issued for Conversion of Restricted Stock Options [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Non-Cash Transaction, Stock Issued | 0 | 188,000 |
Stock Issued for Cashless Conversion of Warrants [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Non-Cash Transaction, Stock Issued | $0 | $228 |
1_BASIS_OF_PRESENTATION
1. BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. BASIS OF PRESENTATION |
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2014. | |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Accounting Policies [Abstract] | |||||
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
This summary of significant accounting policies of Solar3D, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. | |||||
Principles of Consolidation | |||||
The accompanying condensed consolidated financial statements include the accounts of Solar3D, Inc., and its wholly owned operating subsidiaries, Solar United Network, Inc. (d/b/a SUNworks) and MD Energy, INC. All material intercompany transactions have been eliminated upon consolidation of these entities. | |||||
Use of Estimates | |||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, debt beneficial conversion features, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. | |||||
Cash and Cash Equivalent | |||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||||
Stock-Based Compensation | |||||
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | |||||
Basic and Diluted Net Income (Loss) per Share Calculations | |||||
Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. | |||||
For the period ended March 31, 2015, the Company has excluded 957,266 options, 3,000,000 warrants outstanding, and notes convertible into 4,424,515 shares of common stock, because their impact on the loss per share is anti-dilutive. | |||||
Revenue Recognition | |||||
Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. | |||||
Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. 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. | |||||
The Asset, “Costs and estimated earnings in excess of billings”, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billings in excess of costs and estimated earnings”, represents billings in excess of revenues recognized on contracts in progress. At March 31, 2015 and 2014, the costs in excess of billings balance was $1,564,543 and $1,276,677, and the billings in excess of costs balance was $1,143,189 and $891,633, respectively. | |||||
Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. | |||||
Contracts Receivable | |||||
The Company performs ongoing credit evaluation of its customers. Management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information, and records bad debts using the direct write-off method. Generally accepted accounting principles require the allowance method be used to reflect bad debts, however, the effect of the use of the direct write-off method is not materially different from the results that would have been obtained had the allowance method been followed. | |||||
Property and Equipment | |||||
Property and equipment are stated at cost, and are depreciated using the straight line method over its estimated useful lives: | |||||
Machinery & equipment | 5 Years | ||||
Furniture & fixtures | 5-7 Years | ||||
Computer equipment | 5 Years | ||||
Depreciation expense as of March 31, 2015 and 2014 was $5,339 and $1,297 respectively. | |||||
Long-Lived Assets | |||||
The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. | |||||
Concentration Risk | |||||
Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of March 31, 2015, the cash balance in excess of the FDIC limits was $10,471,188. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. | |||||
Fair Value of Financial Instruments | |||||
Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2015, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. | |||||
We adopted ASC Topic 820 as of January 1, 2008 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. | |||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: | |||||
· | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | ||||
· | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | ||||
· | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | ||||
We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2015, all level 3 liabilities were measured and recorded at fair value. | |||||
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: | |||||
Beginning balance as of January 1, 2015 | $ | 68,521 | |||
Fair value of derivative liabilities issued | - | ||||
Conversion of notes payable | (76,099 | ) | |||
Loss on change in derivative liability | 7,578 | ||||
Ending balance as of March 31, 2015 | $ | - | |||
Segment Reporting | |||||
Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company's core business. | |||||
Recently adopted pronouncements | |||||
On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is effective for public entities for annual reporting periods beginning after December 15, 2016. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in 2017. | |||||
In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The Board received feedback that having different balance sheet presentation requirements for debt issuance costs and debt discount and premium creates unnecessary complexity. Recognizing debt issuance costs as a deferred charge (that is, an asset) also is different from the guidance in International Financial Reporting Standards (IFRS), which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. Concepts Statement 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. The Company is currently evaluating the effects of adopting this ASU, if it is deemed to be applicable. | |||||
Management reviewed currently issued pronouncements during the three months ended March 31, 2015, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. | |||||
3_BUSINESS_ACQUISITION
3. BUSINESS ACQUISITION | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 3. BUSINESS ACQUISITION | ||||||||
Solar United Network, Inc. (SUNworks) | |||||||||
On January 31, 2014, the Company acquired 100% of the total issued and outstanding stock of Solar United Network, Inc. (SUNworks) in a transaction accounted for under ASC 805, for cash in the amount of $1,061,750, and convertible promissory notes for $1,750,000. SUNworks provides solar photovoltaic installation and consulting services to residential, commercial and agricultural properties. The acquisition is designed to enhance our services for solar technology. SUNworks is now a wholly-owned subsidiary of SLTD. | |||||||||
Under the purchase method of accounting, the transactions were valued for accounting purposes at $2,811,750, which was the fair value of the Company at time of acquisition. The assets and liabilities of SUNworks were recorded at their respective fair values as of the date of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: | |||||||||
Closing cash payment | $ | 1,061,750 | |||||||
Convertible promissory notes | $ | 1,750,000 | |||||||
Total purchase price | $ | 2,811,750 | |||||||
Tangible assets acquired | $ | 1,252,496 | |||||||
Liabilities assumed | (1,040,014 | ) | |||||||
Net tangible assets | 212,482 | ||||||||
Goodwill | 2,599,268 | ||||||||
Total purchase price | $ | 2,811,750 | |||||||
Key factors that make up the goodwill created by the transaction include knowledge and experience of the acquired workforce and infrastructure. | |||||||||
MD Energy, LLC (MDE) | |||||||||
On March 2, 2015, the Company acquired 100% of tangible and intangible assets of MD Energy, LLC (MDE) in a transaction accounted for under ASC 805, for cash in the amount of $850,000, and a convertible promissory notes for $2,650,000. MDE designs, arranges financing, monitors and maintains solar systems, but outsources the physical construction of the systems. The acquisition is designed to enhance our services for solar technology. MDE is now a wholly-owned subsidiary of the Company. | |||||||||
Under the purchase method of accounting, the transactions were valued for accounting purposes at $3,500,000, which was the fair value of the Company at time of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: | |||||||||
Closing cash payment | $ | 850,000 | |||||||
Convertible promissory notes | $ | 2,650,000 | |||||||
Total purchase price | $ | 3,500,000 | |||||||
Tangible assets acquired | $ | 1,442,001 | |||||||
Liabilities assumed | (798,186 | ) | |||||||
Net tangible assets | 643,815 | ||||||||
Goodwill | 2,856,185 | ||||||||
Total purchase price | $ | 3,500,000 | |||||||
The above estimated fair value of the intangible assets is based on a preliminary purchase price allocation prepared by management. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined. | |||||||||
Pro forma results | |||||||||
The following tables set forth the unaudited pro forma results of the Company as if the acquisition of SUNworks and MDE had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. | |||||||||
Three months ended, | Three months ended, | ||||||||
March 31, 2015 | 31-Mar-14 | ||||||||
Total revenues | $ | 7,176,365 | $ | 3,356,398 | |||||
Net loss | (1,430,824 | ) | (3,800,164 | ) | |||||
Basic and diluted net loss per common share | $ | (0.10 | ) | $ | (0.40 | ) | |||
4_CONVERTIBLE_PROMISSORY_NOTES
4. CONVERTIBLE PROMISSORY NOTES | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 4. CONVERTIBLE PROMISSORY NOTES |
On March 1, 2013, the Company entered into a securities purchase agreement providing for the sale of a 5% convertible promissory note in the aggregate principal amount of $8,000, for consideration of $8,000. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.52 per share or the lowest closing price after the effective date. As of March 31, 2015, the Company issued 16,987 shares of common stock for principal in the amount of $8,000, plus accrued interest of $833. | |
On January 29, 2014, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100,000. Upon execution of the note, the Company received an initial advance of $90,000. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.338 per share, or fifty percent (50%) of the lowest trading price after the effective date. On December 4, 2014, the Company issued 192,543 shares of common stock upon conversion of $60,000 in principal, plus interest of $5,079. As of December 31, 2014, the remaining balance was $30,000. The Company issued 97,633 shares of common stock upon conversion of remaining principal in the amount of $30,000, plus accrued interest of $3,000 during the three months ended March 31, 2015. | |
On January 31, 2014, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $750,000, for consideration of $750,000. The proceeds were restricted and were used for the purchase of Solar United Network, Inc. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. As of September 30, 2014, the note was exchanged for a new note with a fix price of $0.338, and convertible into shares of common stock. Per ASC 815, the derivative liability on the note was extinguished and the new note was re-valued per ASC 470 as a beneficial conversion feature, which was expensed in the statement of operations during the prior year. The note matured on October 28, 2014, with an extension of three months through January 31, 2015. The Company recorded amortization of debt discount for the old and new note, which was recognized as interest expense in the total amount of $1,500,000 during the year ended December 31, 2014. The note was subsequently extended to June 30, 2016. The beneficial conversion feature on the extended terms was revalued and a charge of $60,362 was recognized as interest expense in the three month ended March 31, 2015. | |
On February 11, 2014, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100,000. Upon execution of the note, the Company received an initial advance of $20,000. In February and March, the Company received additional advances in an aggregate amount of $80,000 for an aggregate total of $100,000. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. As of September 30, 2014, the note was exchanged for a new note with a fixed price of $0.338, and convertible into shares of common stock. Per ASC 815, the derivative liability on the note was extinguished and the new note was re-valued per ASC 470 as a beneficial conversion feature. The note matured on various dates from the effective date of each advance with respect to each advance. At the sole discretion of the lender, the lender was able to modify the maturity date to be twelve (12) months form the effective date of each advance. The note matured on various dates in 2014, and was extended to June 30, 2016. The beneficial conversion feature on the extended terms was revalued and a charge of $8,048 was recognized as interest expense in the three month ended March 31, 2015. | |
At the time of issuance, the Company evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The notes had no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The derivative liability was adjusted periodically according to the stock price fluctuations. | |
5_ACQUISITION_CONVERTIBLE_PROM
5. ACQUISITION CONVERTIBLE PROMISSORY NOTES | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 5. ACQUISITION CONVERTIBLE PROMISSORY NOTES |
On January 31, 2014, the Company entered into a securities purchase agreement providing for the sale of four 4% convertible promissory notes in the aggregate principal amount of $1,750,000 as part of the consideration to acquire 100% of the total outstanding stock of SUN. The notes are convertible at any time after issuance into shares of fully paid and non-assessable shares of common stock. The conversion price is $0.52 per share until March 30, 2015, and thereafter the conversion price will be the greater of $0.52 or 50% of the average closing price of the common stock during the ten (10) consecutive trading days following the submission of the conversion notice. The Notes are five (5) year notes and bear interest at the rate of 4% per annum. In February and March 2014, $625,000 of the notes was converted into 1,201,923 shares of common stock, leaving a remaining balance of $1,125,000 as of December 31, 2014. During the three months ended March 31, 2015, the Company issued 528,846 shares of common stock upon conversion of principal in the amount of $275,000. The principal balance remaining as of March 31, 2015 is $850,000. The Company recorded amortization of the beneficial conversion feature as interest expense in the amount of $234,042, during the three months ended March 31, 2015. | |
On February 28, 2015, the Company entered into a securities purchase agreement providing for the sale of a 4% convertible promissory note in the aggregate principal amount of $2,650,000 as part of the consideration to acquire 100% of the total outstanding stock of MD Energy. The note is convertible into shares of common stock on or after each of the following dates: November 30, 2015, November 30, 2016 and November 30, 2017. The conversion price shall be $2.60 per share. Commencing on March 31, 2015, and on the last day of each quarter thereafter during the first two (2) years of the note, the Company will make quarterly interest only payments to shareholder for interest accrued on the Note during the quarter. Commencing with the quarter ending on June 30, 2017, the Company will make quarterly payments of interest accrued on the Note during the prior quarter plus $220,833, with the final payment of all outstanding principal and accrued but unpaid interest on the Note due and payable on February 28, 2020 (the maturity date). The Company recorded amortization of the beneficial conversion feature as interest expense in the amount of $112,534 during the three months ended March 31, 2015. | |
We evaluated the financing transactions in accordance with ASC Topic 470, Debt with Conversion and Other Options, and determined that the conversion feature of the convertible promissory note was afforded the exemption for conventional convertible instruments due to its fixed conversion rate. The note has an explicit limit on the number of shares issuable so they did meet the conditions set forth in current accounting standards for equity classification. The debt was issued with non-detachable conversion options that are beneficial to the investors at inception, because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The accounting for the beneficial conversion feature requires that the beneficial conversion feature be recognized by allocating the intrinsic value of the conversion option to additional paid-in-capital, resulting in a discount on the convertible notes, which will be amortized and recognized as interest expense. | |
6_CAPITAL_STOCK
6. CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 6. CAPITAL STOCK |
On February 25, 2015, the Company effected a 26:1 reverse stock split on its shares of common stock. All share amounts have been retrospectively revised to reflect the twenty six-for-one (26:1) reverse stock split. | |
During the three months ended March 31, 2015, the Company issued 3,004 rounding shares due to the reverse stock split. | |
During the three months ended March 31, 2015, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen & Company, LLC (the “Underwriter”), relating to the sale and issuance by the Company of 3,000,000 Units (the “Units”) to the Underwriter in a firm commitment underwritten public offering (the “Offering”). Each Unit consists of one share of the Company’s common stock and a warrant to purchase one share of the Company’s common stock (the “Warrants”). The shares of common stock and Warrants were immediately separable and were issued separately but sold together in the Offering. The Warrants are exercisable during the period commencing from the date of issuance and ending on March 9, 2020 at an exercise price of $4.15 per share of common stock (subject to adjustment under certain circumstances). Total proceeds of the Solar3D offering were $12.45 million and the Company received net cash of approximately $11.6 million after deducting all fees and expenses. | |
During the three months ended March 31, 2015, the Company issued 643,465 shares of common stock at prices per share ranging from $0.338 to $0.52 for conversion of principal for convertible promissory notes in the amount of $313,000, plus accrued interest payable of $3,833. | |
During the three months ended March 31, 2015, the Company issued 45,008 shares of common stock for services at fair value of $185,000. | |
During the three months ended March 31, 2015, the Company issued 11,583 shares of common stock with a fair value of $3,012 for a price adjustment for the shares issued for cash. | |
7_OPTIONS_AND_WARRANTS
7. OPTIONS AND WARRANTS | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 7. OPTIONS AND WARRANTS | ||||||||
Options | |||||||||
As of March 31, 2015, the Company has 957,266 non-qualified stock options outstanding to purchase 957,266 shares of common stock, per the terms set forth in the option agreements. Notwithstanding any other provisions of the option agreements, each option expires on the date specified in the applicable option agreement, which date shall not be later than the seventh (7th) anniversary from the grant date of the option. The stock options vest at various times, and are exercisable for a period of seven years from the date of grant at exercise prices ranging from $0.26 to $4.42 per share, the market value of the Company’s common stock on the date of grant. The Company determined the fair market value of these options by using the Black Scholes option valuation model. | |||||||||
A summary of the Company’s stock option activity and related information follows: | |||||||||
3/31/15 | |||||||||
Weighted | |||||||||
Number | average | ||||||||
of | exercise | ||||||||
Options | price | ||||||||
Outstanding, beginning January 1, 2015 | 957,266 | $ | 0.909 | ||||||
Granted | - | - | |||||||
Exercised | - | - | |||||||
Expired | - | - | |||||||
Outstanding, end of March 31, 2015 | 957,266 | $ | 0.909 | ||||||
Exercisable at the end of March 31, 2015 | 861,646 | $ | 0.946 | ||||||
Restricted Stock CEO | |||||||||
During the year ended December 31, 2013, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with its Chief Executive Officer, James B. Nelson, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGA are performance based shares. The RSGA provides for the issuance of up to 769,230 shares of the Company’s common stock to the CEO provided certain milestones are met in certain stages. As of September 30, 2014, two of the stages were met, when the Company’s market capitalization exceeded $10,000,000, and the consolidated gross revenue, calculated in accordance with GAAP, equaled or exceeded $10,000,000 for the trailing twelve month period. The Company issued 384,615 shares of common stock to the CEO, which was exercised through a cashless exercise at fair value of $786,000 during the year ended December 31, 2014. The remaining milestone is as follows, if the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $2,000,000 for the trailing twelve month period, the Company will issue 384,615 shares of the Company’s common stock. We have not recognized any cost associated with the last milestone due to not being able to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. | |||||||||
Restricted Shares to Shareholders | |||||||||
During the year ended December 31, 2014, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with the Shareholders of SUN, for the economic performance of the Company. All shares issuable under the RSGA are performance based shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 276,923 shares of the Company’s common stock to the Shareholders provided certain milestones are met in certain stages: a) If the Company’s aggregate net income from operations, for the trailing four (4) quarters equals or exceeds $2,000,000, the Company will issue 92,308 shares of common stock; b) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $3,000,000, the Company will issued 92,308 shares of common stock; c) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $4,000,000, the Company will issue 92,307. Based on the probability that the Company will reach the $2,000,000 in aggregate income for the four (4) trailing quarters, the Company recognized $100,000 in stock compensation expense as of December 31, 2014. We have not recognized any cost associated with the last two milestones due to not being able to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. | |||||||||
Restricted Shares to Employees | |||||||||
During the year ended December 31, 2014, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with the Employees of SUN, for the economic performance of the Company. All shares issuable under the RSGA are performance based shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 38,462 shares of the Company’s common stock to the Shareholders provided certain milestones are met in certain stages: a) If the Company’s aggregate net income from operations, for the trailing four (4) quarters equals or exceeds $2,000,000, the Company will issue 12,821 shares of common stock; b) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $3,000,000, the Company will issued 12,821 shares of common stock; c) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $4,000,000, the Company will issue 12,820. Based on the probability that the Company will reach the $2,000,000 in aggregate income for the four (4) trailing quarters, the Company recognized $33,333 in stock compensation expense as of December 31, 2014. We have not recognized any cost associated with the last two milestones due to not being able to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. | |||||||||
The total stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2015 and 2014 was $39,891 and $357,673, respectively. | |||||||||
Warrants | |||||||||
During the three months ended March 31, 2015, the Company issued 3,000,000 units of common stock purchase warrants through a public offering at a price of $4.15 per share. As of March 31, 2015, the Company had 3,000,000 common stock purchase warrants outstanding. | |||||||||
8_SUBSEQUENT_EVENTS
8. SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 8. SUBSEQUENT EVENTS |
Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855, and reported the following events: | |
On May 15, 2015 the Board of Directors approved a recommendation from the Compensation Committee to authorize a $250,000 cash bonus to James B. Nelson in consideration for his valuable service to the Company. | |
On April 17, 2015, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware in order to decrease the authorized number of shares of common stock of the Company from 1,000,000,000 shares of common stock, par value $0.001 per share to 200,000,000 shares of common stock, par value $0.001 per share. | |
On April 8, 2015, the Company issued 3,000 shares of common stock upon conversion of purchase warrants at a price of $4.15 per share for cash in the amount of $12,450. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Accounting Policies [Abstract] | |||||
Consolidation, Policy [Policy Text Block] | Principles of Consolidation | ||||
The accompanying condensed consolidated financial statements include the accounts of Solar3D, Inc., and its wholly owned operating subsidiaries, Solar United Network, Inc. (d/b/a SUNworks) and MD Energy, INC. All material intercompany transactions have been eliminated upon consolidation of these entities. | |||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | ||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, debt beneficial conversion features, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. | |||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalent | ||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | ||||
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | |||||
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Net Income (Loss) per Share Calculations | ||||
Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. | |||||
For the period ended March 31, 2015, the Company has excluded 957,266 options, 3,000,000 warrants outstanding, and notes convertible into 4,424,515 shares of common stock, because their impact on the loss per share is anti-dilutive. | |||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | ||||
Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. | |||||
Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. 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. | |||||
The Asset, “Costs and estimated earnings in excess of billings”, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billings in excess of costs and estimated earnings”, represents billings in excess of revenues recognized on contracts in progress. At March 31, 2015 and 2014, the costs in excess of billings balance was $1,564,543 and $1,276,677, and the billings in excess of costs balance was $1,143,189 and $891,633, respectively. | |||||
Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. | |||||
Receivables, Policy [Policy Text Block] | Contracts Receivable | ||||
The Company performs ongoing credit evaluation of its customers. Management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information, and records bad debts using the direct write-off method. Generally accepted accounting principles require the allowance method be used to reflect bad debts, however, the effect of the use of the direct write-off method is not materially different from the results that would have been obtained had the allowance method been followed. | |||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment | ||||
Property and equipment are stated at cost, and are depreciated using the straight line method over its estimated useful lives: | |||||
Machinery & equipment | 5 Years | ||||
Furniture & fixtures | 5-7 Years | ||||
Computer equipment | 5 Years | ||||
Depreciation expense as of March 31, 2015 and 2014 was $5,339 and $1,297 respectively. | |||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets | ||||
The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. | |||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration Risk | ||||
Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of March 31, 2015, the cash balance in excess of the FDIC limits was $10,471,188. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. | |||||
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments | ||||
Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2015, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. | |||||
We adopted ASC Topic 820 as of January 1, 2008 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. | |||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: | |||||
· | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | ||||
· | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | ||||
· | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | ||||
We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2015, all level 3 liabilities were measured and recorded at fair value. | |||||
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: | |||||
Beginning balance as of January 1, 2015 | $ | 68,521 | |||
Fair value of derivative liabilities issued | - | ||||
Conversion of notes payable | (76,099 | ) | |||
Loss on change in derivative liability | 7,578 | ||||
Ending balance as of March 31, 2015 | $ | - | |||
Segment Reporting, Policy [Policy Text Block] | Segment Reporting | ||||
Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company's core business. | |||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recently adopted pronouncements | ||||
On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is effective for public entities for annual reporting periods beginning after December 15, 2016. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in 2017. | |||||
In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The Board received feedback that having different balance sheet presentation requirements for debt issuance costs and debt discount and premium creates unnecessary complexity. Recognizing debt issuance costs as a deferred charge (that is, an asset) also is different from the guidance in International Financial Reporting Standards (IFRS), which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. Concepts Statement 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. The Company is currently evaluating the effects of adopting this ASU, if it is deemed to be applicable. | |||||
Management reviewed currently issued pronouncements during the three months ended March 31, 2015, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Accounting Policies [Abstract] | |||||
Property, Plant and Equipment [Table Text Block] | Property and equipment are stated at cost, and are depreciated using the straight line method over its estimated useful lives: | ||||
Machinery & equipment | 5 Years | ||||
Furniture & fixtures | 5-7 Years | ||||
Computer equipment | 5 Years | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: | ||||
Beginning balance as of January 1, 2015 | $ | 68,521 | |||
Fair value of derivative liabilities issued | - | ||||
Conversion of notes payable | (76,099 | ) | |||
Loss on change in derivative liability | 7,578 | ||||
Ending balance as of March 31, 2015 | $ | - |
3_BUSINESS_ACQUISITION_Tables
3. BUSINESS ACQUISITION (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
3. BUSINESS ACQUISITION (Tables) [Line Items] | |||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | The following tables set forth the unaudited pro forma results of the Company as if the acquisition of SUNworks and MDE had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. | ||||||||
Three months ended, | Three months ended, | ||||||||
March 31, 2015 | 31-Mar-14 | ||||||||
Total revenues | $ | 7,176,365 | $ | 3,356,398 | |||||
Net loss | (1,430,824 | ) | (3,800,164 | ) | |||||
Basic and diluted net loss per common share | $ | (0.10 | ) | $ | (0.40 | ) | |||
Solar United Network, Inc. [Member] | |||||||||
3. BUSINESS ACQUISITION (Tables) [Line Items] | |||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Under the purchase method of accounting, the transactions were valued for accounting purposes at $2,811,750, which was the fair value of the Company at time of acquisition. The assets and liabilities of SUNworks were recorded at their respective fair values as of the date of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: | ||||||||
Closing cash payment | $ | 1,061,750 | |||||||
Convertible promissory notes | $ | 1,750,000 | |||||||
Total purchase price | $ | 2,811,750 | |||||||
Tangible assets acquired | $ | 1,252,496 | |||||||
Liabilities assumed | (1,040,014 | ) | |||||||
Net tangible assets | 212,482 | ||||||||
Goodwill | 2,599,268 | ||||||||
Total purchase price | $ | 2,811,750 | |||||||
MD Energy, LLC [Member] | |||||||||
3. BUSINESS ACQUISITION (Tables) [Line Items] | |||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Under the purchase method of accounting, the transactions were valued for accounting purposes at $3,500,000, which was the fair value of the Company at time of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: | ||||||||
Closing cash payment | $ | 850,000 | |||||||
Convertible promissory notes | $ | 2,650,000 | |||||||
Total purchase price | $ | 3,500,000 | |||||||
Tangible assets acquired | $ | 1,442,001 | |||||||
Liabilities assumed | (798,186 | ) | |||||||
Net tangible assets | 643,815 | ||||||||
Goodwill | 2,856,185 | ||||||||
Total purchase price | $ | 3,500,000 |
7_OPTIONS_AND_WARRANTS_Tables
7. OPTIONS AND WARRANTS (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s stock option activity and related information follows: | ||||||||
3/31/15 | |||||||||
Weighted | |||||||||
Number | average | ||||||||
of | exercise | ||||||||
Options | price | ||||||||
Outstanding, beginning January 1, 2015 | 957,266 | $ | 0.909 | ||||||
Granted | - | - | |||||||
Exercised | - | - | |||||||
Expired | - | - | |||||||
Outstanding, end of March 31, 2015 | 957,266 | $ | 0.909 | ||||||
Exercisable at the end of March 31, 2015 | 861,646 | $ | 0.946 |
2_SUMMARY_OF_SIGNIFICANT_ACCOU2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Costs in Excess of Billings, Current | $1,564,543 | $1,276,677 | |
Billings in Excess of Cost, Current | 1,143,189 | 891,633 | |
Depreciation | 5,339 | 1,297 | |
Cash, Uninsured Amount | $10,471,188 | ||
Equity Option [Member] | |||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 957,266 | ||
Warrant [Member] | |||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 3,000,000 | ||
Convertible Debt Securities [Member] | |||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 4,424,515 |
2_SUMMARY_OF_SIGNIFICANT_ACCOU3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2015 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimted useful lives | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimted useful lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimted useful lives | 7 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimted useful lives | 5 years |
2_SUMMARY_OF_SIGNIFICANT_ACCOU4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation (Fair Value, Inputs, Level 3 [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance as of January 1, 2015 | $68,521 |
Fair value of derivative liabilities issued | 0 |
Conversion of notes payable | -76,099 |
Loss on change in derivative liability | 7,578 |
Ending balance as of March 31, 2015 | $0 |
3_BUSINESS_ACQUISITION_Details
3. BUSINESS ACQUISITION (Details) (USD $) | 0 Months Ended | |
Jan. 31, 2014 | Mar. 02, 2015 | |
Solar United Network, Inc. [Member] | ||
3. BUSINESS ACQUISITION (Details) [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Payments to Acquire Businesses, Gross | $1,061,750 | |
Business Combination, Consideration Transferred, Liabilities Incurred | 1,750,000 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 2,811,750 | |
MD Energy, LLC [Member] | ||
3. BUSINESS ACQUISITION (Details) [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Payments to Acquire Businesses, Gross | 850,000 | |
Business Combination, Consideration Transferred, Liabilities Incurred | 2,650,000 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $3,500,000 |
3_BUSINESS_ACQUISITION_Details1
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisitions, by Acquisition (USD $) | 0 Months Ended | ||
Jan. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Goodwill | $5,455,453 | $2,599,268 | |
Solar United Network, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Closing cash payment | 1,061,750 | ||
Convertible promissory notes | 1,750,000 | ||
Total purchase price | 2,811,750 | ||
Tangible assets acquired | 1,252,496 | ||
Liabilities assumed | -1,040,014 | ||
Net tangible assets | 212,482 | ||
Goodwill | 2,599,268 | ||
Total purchase price | $2,811,750 |
3_BUSINESS_ACQUISITION_Details2
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisitions, by Acquisition (USD $) | 0 Months Ended | ||
Mar. 02, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Goodwill | $5,455,453 | $2,599,268 | |
MD Energy, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Closing cash payment | 850,000 | ||
Convertible promissory notes | 2,650,000 | ||
Total purchase price | 3,500,000 | ||
Tangible assets acquired | 1,442,001 | ||
Liabilities assumed | -798,186 | ||
Net tangible assets | 643,815 | ||
Goodwill | 2,856,185 | ||
Total purchase price | $3,500,000 |
3_BUSINESS_ACQUISITION_Details3
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisition, Pro Forma Information, Statement of Income (Scenario, Actual [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Parent Company [Member] | |
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisition, Pro Forma Information, Statement of Income [Line Items] | |
Total revenues | $7,176,365 |
Net loss | -1,430,824 |
Basic and diluted net loss per common share (in Dollars per share) | ($0.10) |
MD Energy, LLC [Member] | |
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisition, Pro Forma Information, Statement of Income [Line Items] | |
Total revenues | 3,356,398 |
Net loss | ($3,800,164) |
Basic and diluted net loss per common share (in Dollars per share) | ($0.40) |
4_CONVERTIBLE_PROMISSORY_NOTES1
4. CONVERTIBLE PROMISSORY NOTES (Details) (USD $) | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 2 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 04, 2014 | Mar. 01, 2013 | Jan. 29, 2014 | Jan. 31, 2014 | Dec. 31, 2014 | Feb. 11, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | |
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Proceeds from Convertible Debt | $0 | $1,465,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 643,465 | |||||||||
Amortization of Debt Discount (Premium) | 415,613 | 1,260,303 | ||||||||
Principal [Member] | Convertible Notes Payable [Member] | Convertible Note One [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | 8,000 | |||||||||
Principal [Member] | Convertible Notes Payable [Member] | Convertible Note Two [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | 30,000 | 60,000 | ||||||||
Principal [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | 313,000 | |||||||||
Interest [Member] | Convertible Notes Payable [Member] | Convertible Note One [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | 833 | |||||||||
Interest [Member] | Convertible Notes Payable [Member] | Convertible Note Two [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | 3,000 | 5,079 | ||||||||
Interest [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | 3,833 | |||||||||
Convertible Notes Payable [Member] | Convertible Note One [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||
Debt Instrument, Face Amount | 8,000 | |||||||||
Proceeds from Convertible Debt | 8,000 | |||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.52 per share or the lowest closing price after the effective date. | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 16,987 | |||||||||
Convertible Notes Payable [Member] | Convertible Note Two [Member] | Maximum [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||
Convertible Notes Payable [Member] | Convertible Note Two [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Proceeds from Convertible Debt | 90,000 | |||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.338 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 97,633 | 192,543 | ||||||||
Convertible Notes Payable | 30,000 | |||||||||
Convertible Notes Payable [Member] | Convertible Note Three [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Face Amount | 750,000 | |||||||||
Proceeds from Convertible Debt | 750,000 | |||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.34 | |||||||||
Amortization of Debt Discount (Premium) | 60,362 | 1,500,000 | ||||||||
Convertible Notes Payable [Member] | Convertible Note Four [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||
Proceeds from Convertible Debt | 100,000 | 20,000 | 80,000 | |||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.34 | |||||||||
Amortization of Debt Discount (Premium) | $8,048 | |||||||||
Debt Instrument, Payment Terms | At the sole discretion of the lender, the lender was able to modify the maturity date to be twelve (12) months form the effective date of each advance. | |||||||||
Maximum [Member] | ||||||||||
4. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.52 |
5_ACQUISITION_CONVERTIBLE_PROM1
5. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) (USD $) | 3 Months Ended | 0 Months Ended | 2 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Feb. 28, 2015 | Dec. 31, 2014 | Mar. 02, 2015 | |
5. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 643,465 | ||||||
Amortization of Debt Discount (Premium) | $415,613 | $1,260,303 | |||||
Convertible Debt [Member] | Solar United Network, Inc. [Member] | |||||||
5. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | 1,750,000 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The conversion price is $0.52 per share until March 30, 2015, and thereafter the conversion price will be the greater of $0.52 or 50% of the average closing price of the common stock during the ten (10) consecutive trading days following the submission of the conversion notice. | ||||||
Debt Instrument, Term | 5 years | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||
Debt Conversion, Original Debt, Amount | 275,000 | 625,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 528,846 | 1,201,923 | |||||
Convertible Notes Payable | 850,000 | 1,125,000 | |||||
Amortization of Debt Discount (Premium) | 234,042 | ||||||
Convertible Debt [Member] | MD Energy, LLC [Member] | |||||||
5. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | 2,650,000 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible into shares of common stock on or after each of the following dates: November 30, 2015, November 30, 2016 and November 30, 2017. | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||
Amortization of Debt Discount (Premium) | 112,534 | ||||||
Debt Instrument, Payment Terms | Commencing on March 31, 2015, and on the last day of each quarter thereafter during the first two (2) years of the note, the Company will make quarterly interest only payments to shareholder for interest accrued on the Note during the quarter. Commencing with the quarter ending on June 30, 2017, the Company will make quarterly payments of interest accrued on the Note during the prior quarter plus $220,833, with the final payment of all outstanding principal and accrued but unpaid interest on the Note due and payable on February 28, 2020 (the maturity date). | ||||||
Debt Instrument, Periodic Payment | $220,833 | ||||||
Solar United Network, Inc. [Member] | |||||||
5. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
MD Energy, LLC [Member] | |||||||
5. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
6_CAPITAL_STOCK_Details
6. CAPITAL STOCK (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
Feb. 15, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
6. CAPITAL STOCK (Details) [Line Items] | |||
Stockholders' Equity, Reverse Stock Split | 26:01:00 | ||
Gross proceeds from issuance of common stock | $12,450,000 | ||
Proceeds from issuance of common stock, net of costs | 11,578,500 | 0 | |
Debt Conversion, Converted Instrument, Shares Issued | 643,465 | ||
Stock Issued During Period, Value, Issued for Services | 185,000 | ||
Stock Issued During Period, Value, Other | 3,012 | ||
Private Placement [Member] | |||
6. CAPITAL STOCK (Details) [Line Items] | |||
Class of Warrant or Rights, Granted | 3,000,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4.15 | ||
Common Stock [Member] | |||
6. CAPITAL STOCK (Details) [Line Items] | |||
Stock Issued During Period, Shares, Reverse Stock Splits | 3,004 | ||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||
Stock Issued During Period, Shares, Issued for Services | 45,008 | ||
Stock Issued During Period, Value, Issued for Services | 45 | ||
Stock Issued During Period, Shares, Other | 11,583 | ||
Stock Issued During Period, Value, Other | 12 | ||
Principal [Member] | |||
6. CAPITAL STOCK (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | 313,000 | ||
Interest [Member] | |||
6. CAPITAL STOCK (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | $3,833 | ||
Minimum [Member] | |||
6. CAPITAL STOCK (Details) [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $0.34 | ||
Maximum [Member] | |||
6. CAPITAL STOCK (Details) [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $0.52 |
7_OPTIONS_AND_WARRANTS_Details
7. OPTIONS AND WARRANTS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
7. OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 957,266 | 957,266 | |||
Share-based Compensation (in Dollars) | $39,891 | $357,673 | |||
Class of Warrant or Right, Outstanding | 3,000,000 | ||||
Chief Executive Officer [Member] | Restricted Stock [Member] | |||||
7. OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The RSGA provides for the issuance of up to 769,230 shares of the Company’s common stock to the CEO provided certain milestones are met in certain stages. As of September 30, 2014, two of the stages were met, when the Company’s market capitalization exceeded $10,000,000, and the consolidated gross revenue, calculated in accordance with GAAP, equaled or exceeded $10,000,000 for the trailing twelve month period. The Company issued 384,615 shares of common stock to the CEO, which was exercised through a cashless exercise at fair value of $786,000 during the year ended December 31, 2014. The remaining milestone is as follows, if the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $2,000,000 for the trailing twelve month period, the Company will issue 384,615 shares of the Company’s common stock. We have not recognized any cost associated with the last milestone due to not being able to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 769,230 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Completion of Requirements | two of the stages were met, when the Company’s market capitalization exceeded $10,000,000, and the consolidated gross revenue, calculated in accordance with GAAP, equaled or exceeded $10,000,000 for the trailing twelve month period. | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 384,615 | ||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures (in Dollars) | 786,000 | ||||
Investor [Member] | Restricted Stock [Member] | |||||
7. OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The RSGA provides for the issuance of up to 276,923 shares of the Company’s common stock to the Shareholders provided certain milestones are met in certain stages: a) If the Company’s aggregate net income from operations, for the trailing four (4) quarters equals or exceeds $2,000,000, the Company will issue 92,308 shares of common stock; b) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $3,000,000, the Company will issued 92,308 shares of common stock; c) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $4,000,000, the Company will issue 92,307. Based on the probability that the Company will reach the $2,000,000 in aggregate income for the four (4) trailing quarters, the Company recognized $100,000 in stock compensation expense as of December 31, 2014. We have not recognized any cost associated with the last two milestones due to not being able to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 276,923 | ||||
Share-based Compensation (in Dollars) | 100,000 | ||||
Employees [Member] | Restricted Stock [Member] | |||||
7. OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The RSGA provides for the issuance of up to 38,462 shares of the Company’s common stock to the Shareholders provided certain milestones are met in certain stages: a) If the Company’s aggregate net income from operations, for the trailing four (4) quarters equals or exceeds $2,000,000, the Company will issue 12,821 shares of common stock; b) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $3,000,000, the Company will issued 12,821 shares of common stock; c) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $4,000,000, the Company will issue 12,820. Based on the probability that the Company will reach the $2,000,000 in aggregate income for the four (4) trailing quarters, the Company recognized $33,333 in stock compensation expense as of December 31, 2014. We have not recognized any cost associated with the last two milestones due to not being able to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 38,462 | ||||
Share-based Compensation (in Dollars) | $33,333 | ||||
Private Placement [Member] | |||||
7. OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Class of Warrant or Rights, Granted | 3,000,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $4.15 | ||||
Employee Stock Option [Member] | Minimum [Member] | |||||
7. OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $0.26 | ||||
Employee Stock Option [Member] | Maximum [Member] | |||||
7. OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $4.42 | ||||
Employee Stock Option [Member] | |||||
7. OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The stock options vest at various times | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 7 years |
7_OPTIONS_AND_WARRANTS_Details1
7. OPTIONS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | |
Outstanding, beginning January 1, 2015 | 957,266 |
Outstanding, beginning January 1, 2015 | $0.91 |
Granted | 0 |
Granted | $0 |
Exercised | 0 |
Exercised | $0 |
Expired | 0 |
Expired | $0 |
Outstanding, beginning January 1, 2015 | 957,266 |
Outstanding, beginning January 1, 2015 | $0.91 |
Exercisable at the end of March 31, 2015 | 861,646 |
Exercisable at the end of March 31, 2015 | $0.95 |
8_SUBSEQUENT_EVENTS_Details
8. SUBSEQUENT EVENTS (Details) (USD $) | 0 Months Ended | ||||
Apr. 08, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | 15-May-15 | Apr. 17, 2015 | |
8. SUBSEQUENT EVENTS (Details) [Line Items] | |||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | |||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | |||
Chief Executive Officer [Member] | Subsequent Event [Member] | |||||
8. SUBSEQUENT EVENTS (Details) [Line Items] | |||||
Other Commitment | $250,000 | ||||
Subsequent Event [Member] | |||||
8. SUBSEQUENT EVENTS (Details) [Line Items] | |||||
Common Stock, Shares Authorized | 200,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $0.00 | ||||
Class of Warrant or Rights, Exercised | 3,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4.15 | ||||
Proceeds from Warrant Exercises | $12,450 |