Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 13, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Boston Carriers, Inc. | |
Entity Central Index Key | 1,174,672 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 147,500,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 166,141 | $ 385,628 |
Trade Receivables, net | 33,070 | |
Prepaid expenses and other current assets | 64,088 | |
Assets from discontinued operation | 212,075 | $ 265,525 |
Total current assets | 475,374 | $ 651,153 |
LEASED VESSEL, NET OF ACCUMULATED DEPRECIATION | 2,193,765 | |
NONCURRENT ASSETS | ||
Security deposit for Bareboat Contract | 500,000 | $ 500,000 |
Assets from discontinued operations | 127,527 | 175,919 |
Total Noncurrent Assets | 627,527 | 675,919 |
TOTAL ASSETS | 3,296,666 | 1,327,072 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 242,858 | 22,957 |
Due to non-related party | 11,977 | $ 6,000 |
Capital Lease, Current | 297,993 | |
Stock subscription liability | 1,000,000 | $ 1,000,000 |
Note Payable | 355,880 | |
Liabilities from discontinued operation | 99,917 | $ 105,821 |
Total current liabilities | 2,008,625 | $ 1,134,778 |
NONCURRENT LIABILITIES | ||
Capital Lease, Long term | 1,418,834 | |
Total noncurrent liabilities | 1,418,834 | |
TOTAL LIABILITIES | 3,427,459 | $ 1,134,778 |
Stockholders Equity | ||
Series A Preferred shares, $0.0001 par value, 1,850,000 authorized. 1,850,000 and 0 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | 185 | 185 |
Series B Preferred Shares, $0.0001 par value, 250,000 shares authorized, 250,000 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 25 | $ 25 |
Series C Preferred Shares, $0.0001 par value, 5,000,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | ||
Common shares, $0.0001 par value, 40,000,000,000 shares authorized, 147,500,000 and 111,225,013 shares issued and and outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 14,751 | $ 11,123 |
Class B Common shares, $0.0001 par value, 5,000,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2016 and December 31, 2015 | ||
Additional paid-in capital | $ 1,073,181 | $ 1,015,141 |
Accumulated deficit | (1,218,935) | (834,180) |
TOTAL SHAREHOLDERS' (DEFICIT)/ EQUITY | (130,793) | 192,294 |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)/ EQUITY | $ 3,296,666 | $ 1,327,072 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Series A Stock Par Value | $ 0.0001 | $ 0.0001 |
Preferred Series A Stock Shares Authorized | 1,850,000 | 1,850,000 |
Preferred Series A Stock Shares Issued | 1,850,000 | 1,850,000 |
Preferred Series A Stock Shares Outstanding | 1,850,000 | 1,850,000 |
Preferred Series B Stock Par Value | $ 0.0001 | $ 0.0001 |
Preferred Series B Stock Shares Authorized | 250,000 | 250,000 |
Preferred Series BStock Shares Issued | 250,000 | 250,000 |
Preferred Series B Stock Shares Outstanding | 250,000 | 250,000 |
Preferred Series C Stock Par Value | $ 0.0001 | $ 0.0001 |
Preferred Series C Stock Shares Authorized | 5,000,000,000 | 5,000,000,000 |
Preferred Series C Stock Shares Issued | 0 | 0 |
Preferred Series C Stock Shares Outstanding | 0 | 0 |
Common Stock Par Value | $ 0.0001 | $ 0.0001 |
Common Stock Shares Authorized | 40,000,000,000 | 40,000,000,000 |
Common Stock Shares Issued | 147,500,000 | 111,225,013 |
Common Stock Shares Outstanding | 147,500,000 | 111,225,013 |
Class B Common Stock Shares Par Value | 0.0001 | 0.0001 |
Class B Common Stock Shares Authorized | 5,000,000,000 | 5,000,000,000 |
Class B Common Stock Shares Issued | 0 | 0 |
Class B Common Stock Shares Outstanding | 0 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue – Shipping related | $ 560,833 | |
Total Revenues | 560,833 | |
EXPENSES: | ||
Voyage expenses | 485,415 | |
Direct vessel operating expenses | 161,673 | |
General and administrative | 221,723 | $ 48,961 |
Depreciation and amortization | 18,235 | |
Total Operating Expenses | 887,046 | $ 48,961 |
LOSS FROM CONTINUING OPERATIONS | (326,213) | (48,961) |
OTHER EXPENSES: | ||
Interest Income/ (expense), net | (20,501) | 115 |
Loss from continuing operations before benefit for income taxes | $ (346,714) | $ (48,846) |
Provision for income taxes | ||
Loss from continuing operations | $ (346,714) | $ (48,846) |
Discontinued operations: | ||
Loss from discontinued operations, net of tax | (38,041) | (42,700) |
Loss from discontinued operations | (38,041) | (42,700) |
Net loss | $ (384,755) | $ (91,546) |
Net loss per share - basic and diluted | ||
Loss from continuing operations | $ 0 | $ 0 |
Loss from discontinued operations | 0 | 0 |
Net Loss per share - basic and diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic & diluted | 144,244,231 | 158,503,951 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flow from Operating Activities | ||
Net loss from continuing operations, net of income taxes | $ (346,714) | $ (48,846) |
Net loss from discontinued operations, net of income taxes | (38,041) | $ (42,700) |
Adjustments to reconcile net loss to net cash (used in) provided by Operating Activities | ||
Stock-based compensation expense | 61,667 | |
Depreciation and amortization | 18,235 | |
Changes in assets and liabilities: | ||
(Increase) in Trade receivables | (33,070) | $ 0 |
(Increase) in Prepaid expenses and other current assets | (64,088) | |
Increase in Accounts payable and accrued expenses | 216,027 | $ 11,517 |
Net cash used in Operating Activities - continuing operations | (185,984) | (80,029) |
Net cash provided by Operating Activities - discontinued operations | 286,774 | 9,643 |
Net cash provided by/ (used in) Operating Activities | 100,790 | $ (70,386) |
Cash Flows From Investing Activities | ||
Initial direct cost on leased vessel | (2,000) | |
Net cash used in Investing Activities - continuing operations | $ (2,000) | |
Net cash used in Investing Activities - discontinued operations | ||
Net cash provided by investing activities | $ (2,000) | |
Cash Flows From Financing Activities | ||
Due to non-related party | 5,977 | $ 2,000 |
Principal payments on capital lease | (133,418) | |
Net Cash (used in)/ provided by Financing Activities - continuing operations | $ (127,441) | $ 2,000 |
Net Cash (used in)/ provided by Financing Activities - discontinued operations | ||
Net Cash (used in)/ provided by Financing Activites | $ (127,441) | $ 2,000 |
Net (decrease) in Cash | (28,651) | (68,386) |
Cash and cash equivalents - Beginning of period | 406,867 | 392,701 |
Cash and cash equivalents - End of period | 378,216 | 324,315 |
Less Cash and cash equivalents - End of period - discontinued operations | 212,075 | $ 324,315 |
Cash and cash equivalents - End of period - Continuing operations | 166,141 | |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | $ 20,501 | |
Cash paid for income taxes | ||
Non-Cash Investing and Financing activities | ||
Purchase of vessel with capital lease | $ (1,850,245) | |
Capitalized initial direct cost related to vessel with note payable and accrued interest | $ (359,755) |
1. ORGANIZATION AND SUMMARY OF
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company was incorporated in Florida on July 31, 2001. In September 21, 2001 the Company was acquired by PlaNet.Com, Inc., a Nevada public, non-reporting corporation. Pla.Net.Com, Inc. was considered a shell at the time of acquisition. The acquisition was treated as a reverse acquisition (the acquired company is treated as the acquiring company for accounting purposes). Pla.Net.Com, Inc. changed its name to Inpatient Clinical Solutions, Inc. immediately after the merger. In February 2012 the Company changed its name from Inpatient Clinical Solutions, Inc. to Integrated Inpatient Solutions, Inc. In August 26, 2014, the Company entered into a Share Exchange Agreement pursuant to which the Company agreed to acquire all of the outstanding capital stock of Integrated Timeshare Solutions, Inc., a Nevada corporation ( ITS Common Stock Through January 2016, the Company provided interior design services targeting budget-minded individuals. The business operated under the trade name Integrated Interior Design. The Company earned revenues from providing decorator services which were billed at hourly and per diem rates. The interior design business operated in South Florida. The business provided interior design, interior staging, accompanied shopping, paint color selection, architectural drawing and other design services. Boston Carriers Poseidon In January 2016, management decided to exit the Discontinued Operations On February 29, 2016, Integrated Inpatient Solutions, Inc. agreed to file Articles of Conversion with the Nevada Secretary of State and Articles of Domestications with the Registrar of the Republic of the Marshall Islands effective March 21, 2016. Additionally, Integrated Inpatient Solutions, Inc. agreed to adopt a Plan of Conversion, whereby Integrated Inpatient Solutions, Inc. would become a Marshall Islands company effective March 2016. Concurrent with the Plan of Conversion, Integrated Inpatient Solutions, Inc. agreed to change its name to Boston Carriers, Inc. The Company was renamed from Integrated Interior Design to Boston Carriers, Inc., on March 21, 2016, and at the same time it redomiciled to Marshall Islands. On February 13, 2016, Poseidon took delivery of the M/V Nikiforos, 1996 built Handymax vessel (45,693 dwt). The Company acquired this vessel pursuant to a Bareboat Charter Party contract with Nikiforos Shipping SA. See also Note 3 below. The Companys vessel is primarily available for charter on a spot voyage. Under a spot voyage charter, which generally lasts from several days to several months, the owner of a vessel agrees to provide the vessel for the transport of specific goods between specific ports in return for the payment of an agreed-upon freight per ton of cargo or, alternatively, for a specified total amount. All operating and specified voyage costs are paid by the owner of the vessel. Basis of Presentation In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries reflect all adjustments, including normal recurring accruals, necessary for a fair presentation. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the SEC. The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited condensed consolidated financial statements are read in conjunction with the audited consolidated financial statements contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the period ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year. The consolidated condensed financial statements of December 31, 2015 are derived from audited financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. Revenue and expense recognition Revenue and expense recognition policies for spot market voyage charters is as follows: Spot market voyage revenues are recognized on a pro rata basis based on the relative transit time in each period. The period over which voyage revenues are recognized commences at the time the vessel departs from its last discharge port and ends at the time the discharge of cargo at the next discharge port is completed. The Company does not begin recognizing revenue until a charter has been agreed to by the customer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage. The Company does not recognize revenue when a vessel is off hire. Estimated losses on voyages are provided for in full at the time such losses become evident. Voyage expenses primarily include only those specific costs which are borne by the Company in connection with voyage charters. These expenses principally consist of fuel, canal and port charges which are generally recognized as incurred. Demurrage income represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the spot market voyage charter. Demurrage income is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage claims arise and is recognized on a pro rata basis over the length of the voyage to which it pertains. Direct vessel operating expenses are recognized when incurred. Vessel, net Vessel, net is stated at cost, which was adjusted to fair value, less accumulated depreciation. Vessel is depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from date of initial delivery from the shipyard. The vessel is depreciated at the lesser of the asset economic life or the term of the lease. Our leased vessel is depreciated over 5 years, which is its remaining useful life at the date of acquisition. If regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life would be adjusted, if necessary, at the date such regulations are adopted. Depreciation is based on cost, which was adjusted to fair value, less the estimated residual scrap value. Depreciation expense of vessel assets for the three months ended March 31, 2016 and 2015 totaled $18,235 and $0 respectively. Table below includes the Cost of the vessel acquired in February 2016 (see Note 3 below). March 31, 2016 Estimated useful life Leased Vessel $ 2,212,000 25 years Accumulated Depreciation (18,235 ) Total Leased Vessel, net of accumulated depreciation $ 2,193,765 Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The areas involving the most significant use of estimates include legal contingencies, deferred tax benefits, refundable income taxes, estimated realizable value of accounts receivable. These estimates are based on knowledge of current events and anticipated future events. The Company adjusts these estimates each period as more current information becomes available. The impact of any changes in estimates is included in the determination of earnings in the period in which the estimate is adjusted. Actual results may ultimately differ materially from those estimates. Cash The Company considers cash in banks and other highly liquid investments with insignificant interest rate risk and maturities of three months or less at the time of acquisition to be cash and cash equivalents. At March 31, 2016 and December 31, 2015, the Company had no cash equivalents. The Company maintains cash accounts in financial institutions that are guaranteed by the Federal Deposit Insurance Corporation (FDIC), as well as in financial institutions that are not guaranteed by FDIC. Deposits not covered by FDIC insurance totaled $166,141 at March 31, 2016 and $385,628 at December 31, 2015, and are kept in banks operating in the Eurozone, where the respective framework for the recovery of failing credit institutions applies, including these preventive and early intervention actions, when a financial institution is in distress. Taking this into consideration, management of the Company, considers the probability of incurring a loss deriving from the valuation of cash accounts in financial institutions that are not covered by FDIC, as remote. Trade Receivables The determination of bad debt allowances constitutes a significant estimate. Trade receivables represent amounts due from charterers of the vessel that the Company owns. Trade receivables are recorded and stated at the amount expected to be collected and have been adjusted to reflect the differences between charges and the estimated reimbursable amounts. As of March 31 2016, and December 31 2015, no allowance for bad debts was recognized. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Boston Carriers, Inc. and its wholly owned subsidiaries; Integrated Timeshare Solutions, Inc. and Poseidon Navigation Corp. All significant intercompany transactions and balances have been eliminated in consolidation. Fair Value of Financial Instruments U.S. GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The carrying amounts of the Companys financial assets and liabilities, such as cash, trade receivables, deposits, accounts payable and accrued liabilities, approximate their fair values because of the short maturity of these instruments. Income Taxes The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (Section 740-10-25). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. The Companys tax returns for the years ended 2012, 2013, 2014 and 2015 remain open for audit by the Internal Revenue Service. On March 21, 2016, the Company redomiciled to the Marshall Islands. Pursuant to various treaties and the United States Internal Revenue Code, the Company believes that substantially all its operations will be exempt from income taxes in the Marshall Islands and the United States of America effective as of March 21, 2016. Marshall Islands and Liberia do not impose a tax on international shipping income. Under the laws of Marshall Islands and Liberia, the countries of incorporation of the Company and its subsidiary and the vessels registration, the companies are subject to registration and tonnage taxes which will be included in direct vessel expenses in the accompanying consolidated statements of operations. Leases Leases are classified as capital leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Company records vessel under capital leases as fixed assets at the lower of the present value of the minimum lease payments at inception of the lease or the fair value of the vessel. Vessel under capital leases is amortized over the estimated remaining useful life of the vessel for capital leases which provide a bargain purchase option. Payments made for operating leases are expensed on a straight-line basis over the term of the lease. Office rental expense is recorded in General and administrative expenses in the condensed consolidated statements of operations. Loss Per Share The Company computes loss per share in accordance with the provisions of FASB ASC Topic 260, Earnings Per Share, which specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held Common Shares. Basic loss per share are computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share are computed assuming the exercise of dilutive Shares options under the treasury Shares method and the related income tax effects. As of March 31, 2016 and December 31, 2015, the Company had 1,850,000 shares of Series A Preferred Stock issued and outstanding, which are convertible into 1,850,000,000 shares of Common Stock. As of March 31, 2016 and December 31, 2015, the Company had 250,000 shares of Series B Preferred Stock issued and outstanding convertible into 2,500,000 shares of Common Stock. Reclassification Certain reclassifications, including discontinued operations, have been made to the prior years data to conform to current year presentation. These reclassifications had no effect on net income (loss). Recent Accounting Pronouncements In July 2015, FASB issued Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory IFRS LIFO FIFO In August 2015, FASB issued Accounting Standards Update (ASU) No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In January 2016, FASB issued Accounting Standards Update (ASU) No.2016-01, Financial Instruments - Overall (Subtopic 825-10), 1. 2. 3 4. 5. 6. 7. 8. In February 2016, FASB issued Accounting Standards Update (ASU) No.2016-02, Leases (Topic 842) obtaining financing, and/or of reducing an entitys exposure to the full risks of asset ownership. The prevalence of leasing, therefore, means that it is important that users of financial statements have a complete and understandable picture of an entitys leasing activities. Previous leases accounting was criticized for failing to meet the needs of users of financial statements because it did not always provide a faithful representation of leasing transactions. In particular, it did not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. As a result, there had been long-standing requests from many users of financial statements and others to change the accounting requirements so that lessees would be required to recognize the rights and obligations resulting from leases as assets and liabilities. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. |
2. STOCKHOLDERS' EQUITY
2. STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
2. STOCKHOLDERS' EQUITY | NOTE 2 SHAREHOLDERS' EQUITY Common Shares On January 1, 2016, the Company issued 26,274,987 shares of Common Shares to a consultant for consulting services with a fair value of $44,667. On January 7, 2016, the Company issued 10,000,000 shares of Common Shares to a law firm for legal services with a fair value of $17,000. Preferred Shares On November 24, 2015 (the Effective Date Boston Carriers, LTD YP BC Preferred Shares BC Common Shares Certificate of Designations Liquidation Value Early Redemption Price Pursuant to the Asset Purchase Agreement, Integrated Inpatient Solutions, Inc. agreed to acquire all of the assets and liabilities of Boston Carriers LTD in exchange for newly issued shares of the Companys Series B Preferred Shares, $0.0001 par value per share (the Series B Preferred Shares Exchange Poseidon In connection with the execution of the Purchase Agreement, Integrated Inpatient Solutions filed a Certificate of Designations with the Secretary of State of the State of Nevada regarding the creation of the Series B Preferred Shares and an aggregate of 1,850,000 shares of Series B Preferred Shares were issued to the former Boston Carriers LTD shareholder. The Series B Preferred Shares will automatically convert, with no action by the holders thereof, into shares of Common Stock (at times referred to herein as the Common Shares Dividend Further, as per the Articles of Incorporation filed with the Registrar of the Republic of Marshall Islands and effective March 21 2016, the aggregate number of shares of shares of capital stock that the Company is authorized to issue is two billion and ten million (2,010,000,000) shares, of which: (i) two billion (2,000,000,000) shares shall be registered Common Shares, each with a par value of US$0.0001 per share (the Common Shares (ii) one million eight hundred and fifty thousand (1,850,000) shares shall be registered preferred shares, each with a par value of US$0.0001 per share (the Series A Preferred Shares Dividend (iii) two hundred and fifty thousand (250,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the Series B Preferred Shares (iv) seven million nine hundred thousand (7,900,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the Series C Preferred Shares Upon filing of the Articles of Conversion, the Company switched the names of its Series B Preferred Shares to Series A Preferred Shares to more accurately describe the related rights and preferences. The Series B Preferred Shares, totaling 1,850,000 shares, were subsequently renamed Series A Preferred Shares. The non-redeemable, convertible preferred shares totaling 250,000 shares, which are issued and are outstanding as of March 31, 2016 and December 31 2015, respectively, were subsequently renamed Series B Preferred Shares. Effective April 1, 2016, following receipt of approval by the Companys Board of Directors and by the holder of approximately 92.5% of the Companys voting power, the Company amended and restated its Articles of Incorporation in their entirety. According to the Amended and Restated Articles of Incorporation, the authorized shares of the Companys capital stock increased to fifty billion, two million and one hundred thousand (50,002,100,000) shares of which: (i) forty billion (40,000,000,000) shares shall be registered Common Shares, par value of US$0.0001, per share; (ii) five billion (5,000,000,000) shares shall be registered Class B Common Shares, par value US$0.0001 per share (the Class B Shares (iii) one million eight hundred and fifty thousand (1,850,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the Series A Preferred Shares Dividend (iv) two hundred and fifty thousand (250,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the Series B Preferred Shares (v) five billion (5,000,000,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the Series C Preferred Shares All the authorized shares have been retroactively adjusted and reflected in the financial statements. |
3. COMMITMENT AND CONTINGENCIES
3. COMMITMENT AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
3. COMMITMENT AND CONTINGENCIES | NOTE 3 - COMMITMENTS AND CONTINGENCIES Commitments In April 2013, the Company entered into a one-year office lease agreement at $450 per month. The lease expired in May 2014. The office space was being occupied on a month to month basis until the lease agreement was amended. In August 2014, the Company entered into an amended lease agreement. The lease term is one year commencing on June 1, 2014 and expired on May 31, 2015. The office space is currently being occupied on a month to month basis and the Company has no plans on relocating. The monthly rent is $477 per month. Total rent expense for the three months ended March 31, 2016 and March 31, 2015 was $1,431. On August 26, 2014, the Company entered into an employment agreement with its Chief Executive Officer (the CEO On February 13, 2016, Poseidon took delivery of the M/V Nikiforos, 1996 built Handymax vessel (45,693 dwt). The Company acquired this vessel pursuant to a Bareboat Charter Party contract with Nikiforos Shipping SA. Poseidon paid $500,000 at November 24, 2015 as a deposit and will pay $1,315 per day, payable in advance every 30 days, or 60 days in arrears for five years commencing on the date of delivery of the vessel. At the conclusion of the five years, Poseidon will have the right to purchase the vessel for $500,010. The Company has recognized this transaction as a capital lease. Please see Note 6 below. Contingencies While providing healthcare services in the then ordinary course of its business, the Company became involved in lawsuits and legal proceedings involving claims of medical malpractice related to medical services provided by its affiliated physicians. The Company is currently involved in the settlement stages of one such matter. The accompanying financial statements include an accrual of approximately $94,000 for this matter under the caption liabilities from discontinued operations. This accrual represents the Companys anticipated deductible on the settlement. The details of this settlement are described more fully below. In September 2013, the Company became involved in a legal settlement relating to a malpractice claim. As a result of the settlement agreement, the Company agreed to pay a total amount of $500,000, which will be covered by the tail malpractice insurance. The Company has accrued $50,000 for the deductible on the tail malpractice insurance as of March 31, 2016 and December 31, 2015. Edra Schwartz as the Personal Representative of the Estate of Robert A. Schwartz, Deceased, v. Jason Strong, M.D., Aretha Nelson, M.D. and Inpatient Clinical Solutions, Inc. This matter involves a 66 years old white male who developed a MRSA (methicillin-resistant staphylococcus aureus) infection following a craniotomy to remove a suspected meningioma. The matter alleges (1) failure to properly interpret the brain MRIs preoperatively (this is directed at the radiologist preoperatively), and (2) failure to diagnose a MRSA infection and brain abscess following the craniotomy on May 6, 2009. The patient died on September 24, 2009. The suit commenced October 18, 2011 and the case is pending in the circuit court of the 17 Judicial Circuit in and for Broward County, FL, Case # 11-10485. The claim is for unspecified monetary damages. The Company is defending this case vigorously and, while the claims for damages have not been quantified, the Company does not believe that a negative decision would have a material impact on the Company. In November 2011, the Company became involved in a legal settlement relating to a malpractice claim for $100,000. As a result of the settlement agreement, the Company agreed to pay a total amount of $100,000. As of March 31, 2016 and December 31, 2015, the remaining balances were approximately $20,000, which are due on November 1, 2016. In October 2015, the Company became involved in a potential legal settlement relating to a malpractice claim. The Company and the other parties have not entered into a settlement agreement. However, the Company anticipates that the amount will be covered by the tail malpractice insurance. The Company has accrued $25,000 for the deductible on the tail malpractice insurance as of March 31, 2016 and December 31 2015. The Company is currently not aware of any other such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results except for the items described above. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The accrued legal settlements are presented as liabilities from discontinued operation in the accompanying balance sheets (see also Note 5 below). |
4. CONCENTRATIONS
4. CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
4. CONCENTRATIONS | NOTE 4 CONCENTRATIONS Geographic and Employment The Company operates in the business of maritime transportation and discontinued its interior decorating services. The maritime transportation business is based in Athens, Greece and the Company expects to own, operate and manage a fleet of dry bulk vessels that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Revenue and Trade Receivables During the three months ended March 31, 2016, 100% of revenues from the maritime transportation business were derived from one customer. At March 31, 2016, 100% of trade receivables were derived from one customer from the maritime transportation business. |
5. DISCONTINUED OPEARTIONS
5. DISCONTINUED OPEARTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
5. Discontinued Operations | NOTE 5 - DISCONTINUED OPERATIONS In November 2014 management decided to exit the timeshare business, and in January 2016, management decided to exit the Discontinued Operations The following table illustrates the reporting of the discontinued operations included in the Statements of Operations for the three months ended March 31, 2016 and March 31, 2015. March 31, 2016 March 31, 2015 Interior design and Timeshare revenue: $ $ 81,225 Service cost 79,491 Gross Profit 1,734 Operating expenses: General and administrative 38,041 44,434 Total operating expenses 38,041 44,434 Loss from discontinued operations $ (38,041 ) $ (42,700 ) As of March 31, 2016 and December 31, 2015, assets and liabilities from discontinued operations are listed below: March 31, 2016 December 31, 2015 Current Assets Cash $ 212,075 $ 21,239 Trade Receivables, net 5,393 Refundable income taxes 237,077 Inventories 1,816 Total Current Assets from discontinued operations $ 212,075 $ 265,525 Non-Current Assets Escrow funds $ 126,573 $ 174,965 Other Assets 954 954 Total Non-Current Assets from discontinued operations $ 127,527 $ 175,919 Current Liabilities Accounts payable and accrued expenses $ $ 5,904 Deferred revenue 5,623 5,623 Accrued legal settlements 94,294 94,294 Total Liabilities from discontinued operations $ 99,917 $ 105,821 |
6. CAPITAL LEASES
6. CAPITAL LEASES | 3 Months Ended |
Mar. 31, 2016 | |
Leases [Abstract] | |
6. CAPITAL LEASES | NOTE 6 CAPITAL LEASES On February 13, 2016, the Company entered into one bareboat charter agreement for the vessel Nikiforos with Nikiforos Shipping SA. The Company has a purchase option to buy the vessel at specific times during the charter. The bareboat charter agreement terminates on February 13, 2021. The Company concluded that it has retained substantially all of the benefits and risks associated with such vessel and has treated the transaction as financing, and classified it as a capital lease in the financial statements. As of March 31, 2016, the amount of the long term and short term obligations in relation to capital leases is $1,418,834 and $297,993, respectively. See also Note 3 above. Annual Future Minimum Lease Payments The annual future minimum lease payments under the capital lease agreement for the vessel described above, assuming that the clauses of the respective lease agreements will be met, are as follows: Description Amount March 31, 2017 $ 299,995 March 31, 2018 497,580 March 31, 2019 497,580 March 31, 2020 496,791 March 31, 2021 515,195 Total minimum lease payments 2,307,141 Less: Imputed interest (590,314 ) Present value of minimum lease payments 1,716,827 Less Current portion of capitalized lease obligations (297,993 ) Long term capitalized lease obligations $ 1,418,834 |
7. NOTE PAYABLE TO VENDOR
7. NOTE PAYABLE TO VENDOR | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
7. NOTE PAYABLE TO VENDOR | NOTE 7 NOTE PAYABLE TO VENDOR On February 12 2016, the Company issued an unsecured promissory note, amounting to $355,880, for consulting services rendered during the three months ended March 31 2016. This Note, bears an interest rate of 8% per annum and matures on May 30 2016. As services rendered were directly related to the acquisition of the Companys vessel on February 2016, the Company has capitalized the accrued interest expense for the three months ended March 31 2016, equal to $3,875, and the amount is included under the caption Leased vessel, net of accumulated depreciation. |
8. TRANSACTIONS WITH NON-RELATE
8. TRANSACTIONS WITH NON-RELATED PARTY | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
8. TRANSACTIONS WITH NON-RELATED PARTY | NOTE 8 TRANSACTIONS WITH NON-RELATED PARTY Our former CEO, Mrs. Ozzie Bloom was considered a related party to the Company, until the Assets Purchase Agreement with BOSTON CARRIERS LTD became effective on December 31 2015. As of January 1, 2016, former CEO is no longer a related party to the Company, as she holds less than 10% of the issued shares as of May 16 2016, and she is no longer a director of the Company. During the three months ended March 31, 2016, the following transactions took place with former CEO: i) In January 1, 2016, the Company issued 26,274,987 shares of Common Shares to former CEO Mrs. Osnah Bloom for consulting services with a fair value of $44,667, ii) Amount due to non-related party as of period end, equal to $11,977, mainly refers to $6,000 brought forward, and consultancy fee for the month of March 2016. |
9. GOING CONCERN
9. GOING CONCERN | 3 Months Ended |
Mar. 31, 2016 | |
Going Concern | |
9. GOING CONCERN | NOTE 9 GOING CONCERN As reflected in the accompanying consolidated financial statements, the Company had recurring losses from operations, and has an accumulated deficit of $1,218,935 as of March 31, 2016. This raised substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its new business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans, including the acquisition of the 1996 built Handymax Vessel (See Note 3 above) provide the opportunity for the Company to continue as a going concern. |
10. SUBSEQUENT EVENTS
10. SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
10. SUBSEQUENT EVENTS | NOTE 10 SUBSEQUENT EVENTS As described in Note 3 above, effective April 1, 2016, following receipt of approval by the Companys Board of Directors and by the holder of approximately 92.5% of the Companys voting power, the Company amended and restated its articles of Incorporation in their entirety. According to the Amended and Restated Articles of Incorporation, the authorized shares of the Companys Stock, increased to fifty billion two million and one hundred thousand (50,002,100,000). Details on the classes of authorized shares of capital stock are provided in Note 2 above. Effective April 15, 2016, the Company entered into a Share Subscription Agreement with YP Holdings, LLC, under which the latter subscribed for $50,000 in convertible, redeemable Preferred Shares. The amount of $50,000 has been received in April 2016. As of May 17 2016, the Company has not yet authorized or designated any Preferred shares with the rights and preferences as noted above and the shares have not been issued. On March 18 2016, Poseidon Navigation Corp., the Companys wholly-owned subsidiary, issued a Promissory Note to Ray Capital Inc., in the amount $250,000. The note is bearing an interest of 8% per annum and is due on June 30, 2016. The Company has recorded a debt issuance cost of $ 50,000 for the original issue discount at inception date. |
1. ORGANIZATION AND SUMMARY O16
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries reflect all adjustments, including normal recurring accruals, necessary for a fair presentation. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the SEC. The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited condensed consolidated financial statements are read in conjunction with the audited consolidated financial statements contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the period ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year. The consolidated condensed financial statements of December 31, 2015 are derived from audited financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. |
Revenue and expense recognition | Revenue and expense recognition Revenue and expense recognition policies for spot market voyage charters is as follows: Spot market voyage revenues are recognized on a pro rata basis based on the relative transit time in each period. The period over which voyage revenues are recognized commences at the time the vessel departs from its last discharge port and ends at the time the discharge of cargo at the next discharge port is completed. The Company does not begin recognizing revenue until a charter has been agreed to by the customer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage. The Company does not recognize revenue when a vessel is off hire. Estimated losses on voyages are provided for in full at the time such losses become evident. Voyage expenses primarily include only those specific costs which are borne by the Company in connection with voyage charters. These expenses principally consist of fuel, canal and port charges which are generally recognized as incurred. Demurrage income represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the spot market voyage charter. Demurrage income is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage claims arise and is recognized on a pro rata basis over the length of the voyage to which it pertains. Direct vessel operating expenses are recognized when incurred. |
Vessel, net | Vessel, net Vessel, net is stated at cost, which was adjusted to fair value, less accumulated depreciation. Vessel is depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from date of initial delivery from the shipyard. The vessel is depreciated at the lesser of the asset economic life or the term of the lease. Our leased vessel is depreciated over 5 years, which is its remaining useful life at the date of acquisition. If regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life would be adjusted, if necessary, at the date such regulations are adopted. Depreciation is based on cost, which was adjusted to fair value, less the estimated residual scrap value. Depreciation expense of vessel assets for the three months ended March 31, 2016 and 2015 totaled $18,235 and $0 respectively. Table below includes the Cost of the vessel acquired in February 2016 (see Note 3 below). March 31, 2016 Estimated useful life Leased Vessel $ 2,212,000 25 years Accumulated Depreciation (18,235 ) Total Leased Vessel, net of accumulated depreciation $ 2,193,765 |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The areas involving the most significant use of estimates include legal contingencies, deferred tax benefits, refundable income taxes, estimated realizable value of accounts receivable. These estimates are based on knowledge of current events and anticipated future events. The Company adjusts these estimates each period as more current information becomes available. The impact of any changes in estimates is included in the determination of earnings in the period in which the estimate is adjusted. Actual results may ultimately differ materially from those estimates. |
Cash | Cash The Company considers cash in banks and other highly liquid investments with insignificant interest rate risk and maturities of three months or less at the time of acquisition to be cash and cash equivalents. At March 31, 2016 and December 31, 2015, the Company had no cash equivalents. The Company maintains cash accounts in financial institutions that are guaranteed by the Federal Deposit Insurance Corporation (FDIC), as well as in financial institutions that are not guaranteed by FDIC. Deposits not covered by FDIC insurance totaled $166,141 at March 31, 2016 and $385,628 at December 31, 2015, and are kept in banks operating in the Eurozone, where the respective framework for the recovery of failing credit institutions applies, including these preventive and early intervention actions, when a financial institution is in distress. Taking this into consideration, management of the Company, considers the probability of incurring a loss deriving from the valuation of cash accounts in financial institutions that are not covered by FDIC, as remote. |
Trade Receivables | Trade Receivables The determination of bad debt allowances constitutes a significant estimate. Trade receivables represent amounts due from charterers of the vessel that the Company owns. Trade receivables are recorded and stated at the amount expected to be collected and have been adjusted to reflect the differences between charges and the estimated reimbursable amounts. As of March 31 2016, and December 31 2015, no allowance for bad debts was recognized. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Boston Carriers, Inc. and its wholly owned subsidiaries; Integrated Timeshare Solutions, Inc. and Poseidon Navigation Corp. All significant intercompany transactions and balances have been eliminated in consolidation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments U.S. GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The carrying amounts of the Companys financial assets and liabilities, such as cash, trade receivables, deposits, accounts payable and accrued liabilities, approximate their fair values because of the short maturity of these instruments. |
Income Taxes | Income Taxes The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (Section 740-10-25). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. The Companys tax returns for the years ended 2012, 2013, 2014 and 2015 remain open for audit by the Internal Revenue Service. On March 21, 2016, the Company redomiciled to the Marshall Islands. Pursuant to various treaties and the United States Internal Revenue Code, the Company believes that substantially all its operations will be exempt from income taxes in the Marshall Islands and the United States of America effective as of March 21, 2016. Marshall Islands and Liberia do not impose a tax on international shipping income. Under the laws of Marshall Islands and Liberia, the countries of incorporation of the Company and its subsidiary and the vessels registration, the companies are subject to registration and tonnage taxes which will be included in direct vessel expenses in the accompanying consolidated statements of operations. |
Leases | Leases Leases are classified as capital leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Company records vessel under capital leases as fixed assets at the lower of the present value of the minimum lease payments at inception of the lease or the fair value of the vessel. Vessel under capital leases is amortized over the estimated remaining useful life of the vessel for capital leases which provide a bargain purchase option. Payments made for operating leases are expensed on a straight-line basis over the term of the lease. Office rental expense is recorded in General and administrative expenses in the condensed consolidated statements of operations. |
Loss Per Share | Loss Per Share The Company computes loss per share in accordance with the provisions of FASB ASC Topic 260, Earnings Per Share, which specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held Common Shares. Basic loss per share are computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share are computed assuming the exercise of dilutive Shares options under the treasury Shares method and the related income tax effects. As of March 31, 2016 and December 31, 2015, the Company had 1,850,000 shares of Series A Preferred Stock issued and outstanding, which are convertible into 1,850,000,000 shares of Common Stock. As of March 31, 2016 and December 31, 2015, the Company had 250,000 shares of Series B Preferred Stock issued and outstanding convertible into 2,500,000 shares of Common Stock. |
Reclassification | Reclassification Certain reclassifications, including discontinued operations, have been made to the prior years data to conform to current year presentation. These reclassifications had no effect on net income (loss). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2015, FASB issued Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory IFRS LIFO FIFO In August 2015, FASB issued Accounting Standards Update (ASU) No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In January 2016, FASB issued Accounting Standards Update (ASU) No.2016-01, Financial Instruments - Overall (Subtopic 825-10), 1. 2. 3 4. 5. 6. 7. 8. In February 2016, FASB issued Accounting Standards Update (ASU) No.2016-02, Leases (Topic 842) |
1. ORGANIZATION AND SUMMARY O17
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Vessel, net | March 31, 2016 Estimated useful life Leased Vessel $ 2,212,000 25 years Accumulated Depreciation (18,235 ) Total Leased Vessel, net of accumulated depreciation $ 2,193,765 |
5. DISCONTINUED OPERATONS (Tabl
5. DISCONTINUED OPERATONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | March 31, 2016 March 31, 2015 Interior design and Timeshare revenue: $ $ 81,225 Service cost 79,491 Gross Profit 1,734 Operating expenses: General and administrative 38,041 44,434 Total operating expenses 38,041 44,434 Loss from discontinued operations $ (38,041 ) $ (42,700 ) As of March 31, 2016 and December 31, 2015, assets and liabilities from discontinued operations are listed below: March 31, 2016 December 31, 2015 Current Assets Cash $ 212,075 $ 21,239 Trade Receivables, net 5,393 Refundable income taxes 237,077 Inventories 1,816 Total Current Assets from discontinued operations $ 212,075 $ 265,525 Non-Current Assets Escrow funds $ 126,573 $ 174,965 Other Assets 954 954 Total Non-Current Assets from discontinued operations $ 127,527 $ 175,919 Current Liabilities Accounts payable and accrued expenses $ $ 5,904 Deferred revenue 5,623 5,623 Accrued legal settlements 94,294 94,294 Total Liabilities from discontinued operations $ 99,917 $ 105,821 |
6. CAPITAL LEASES (Tables)
6. CAPITAL LEASES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Capital Leases Tables | |
Capital leases | Description Amount March 31, 2017 $ 299,995 March 31, 2018 497,580 March 31, 2019 497,580 March 31, 2020 496,791 March 31, 2021 515,195 Total minimum lease payments 2,307,141 Less: Imputed interest (590,314 ) Present value of minimum lease payments 1,716,827 Less Current portion of capitalized lease obligations (297,993 ) Long term capitalized lease obligations $ 1,418,834 |
1. ORGANIZATION AND SUMMARY O20
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Organization And Summary Of Significant Accounting Policies Details | ||
Leased Vessel | $ 2,122,000 | |
Estimated Useful life | 25 years | |
Accumulated Depreciation | $ (18,235) | |
Total Leased Vessel, net of accumulated depreciation | $ 2,193,765 |
6. CAPITAL LEASES (Details)
6. CAPITAL LEASES (Details) | Mar. 31, 2016USD ($) |
Capital Leases Details | |
31-Mar-17 | $ 299,995 |
31-Mar-18 | 497,580 |
31-Mar-19 | 497,580 |
31-Mar-20 | 496,791 |
31-Mar-21 | 515,195 |
Total minimum lease payments | 2,307,141 |
Less: Imputed interest | (590,314) |
Present value of minimum lease payments | 1,716,827 |
Less Current portion of capitalized lease obligations | (297,993) |
Long term capitalized lease obligations | $ 1,418,834 |
9. DISCONTINUED OPERATIONS (Det
9. DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses: | ||||
General and administrative | $ 221,723 | $ 48,961 | ||
Loss from discontinued operations | (38,041) | (42,700) | ||
Current Assets | ||||
Cash | 378,216 | $ 324,315 | $ 406,867 | $ 392,701 |
Trade Receivables, net | 33,070 | |||
Non-Current Assets | ||||
Total Non-Current Assets from discontinued operations | $ 127,527 | $ 175,919 | ||
Discontinued Operations [Member] | ||||
Interior design and Timeshare revenue | ||||
Serivce cost | $ 79,491 | |||
Gross Profit | 1,734 | |||
Operating expenses: | ||||
General and administrative | $ 38,041 | 44,434 | ||
Total operating expenses | 38,041 | 44,434 | ||
Loss from discontinued operations | (38,041) | (42,700) | ||
Current Assets | ||||
Cash | $ 212,075 | 21,239 | ||
Trade Receivables, net | 5,393 | |||
Refundable income taxes | 237,077 | |||
Inventories | 1,816 | |||
Total Current Assets from discontinued operations | $ 212,075 | 265,525 | ||
Non-Current Assets | ||||
Escrow funds | 126,573 | 174,965 | ||
Other Assets | 954 | 954 | ||
Total Non-Current Assets from discontinued operations | $ 127,527 | 175,919 | ||
Current Liabilities | ||||
Accounts payable and accrued expenses | 5,904 | |||
Deferred revenue | $ 5,623 | 5,623 | ||
Accrued legal settlements | $ 94,294 | $ 94,294 |