Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Document And Entity Information | |
Entity Registrant Name | Boston Carriers, Inc. |
Entity Central Index Key | 1,174,672 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity a Well-known Seasoned Issuer | No |
Entity a Voluntary Filer | No |
Entity's Reporting Status Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Public Float | $ | $ 0 |
Entity Common Stock, Shares Outstanding | shares | 1,085,864,707 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 209,663 | $ 13,718 |
Restricted cash | 953 | 1,125 |
Trade receivables, net | 1,209 | 16,031 |
Other receivables | 543,725 | |
Inventories | 168,972 | 160,940 |
Prepaid expenses | 112,451 | 8,707 |
Current assets from discontinued operations | 4,947 | 112,909 |
Total current assets | 1,041,920 | 313,430 |
Non-current assets | ||
Vessels and other fixed assets, net | 2,960,232 | 3,193,575 |
Total non-current assets | 2,960,232 | 3,193,575 |
Total assets | 4,002,152 | 3,507,005 |
Current liabilities | ||
Accounts payable | 325,226 | 258,245 |
Accrued liabilities | 99,253 | 54,629 |
Accrued stock-based compensation | 64,000 | 1,700,000 |
Accrued interest | 1,963,874 | 654,322 |
Deferred revenue | 12,555 | 103,129 |
Due to related parties | 759,415 | |
Short-term debt, net of debt discount | 910,000 | 1,381,989 |
Loan facility from related party | 500,000 | 300,000 |
Current portion of unsecured convertible promissory notes, net of debt discount | 3,836 | 5,815 |
Derivative liability | 13,013,260 | 7,493,066 |
Current liabilities from discontinued operations | 5,863 | 80,654 |
Total current liabilities | 17,657,282 | 12,031,849 |
Non-current liabilities | ||
Non-current portion of unsecured convertible promissory notes, net of debt discount | 607,308 | 224,768 |
Total non-current liabilities | 607,308 | 224,768 |
Total liabilities | 18,264,590 | 12,256,617 |
Commitments and contingencies | ||
Shareholders' deficit | ||
Preferred shares, $0.0001 par value, 5,000,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | ||
Shares of Common Stock, $0.0001 par value, 45,000,000,000 shares authorized, 1,085,864,707 and 400,000 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | 108,586 | 40 |
Additional paid-in capital | 9,667,643 | 899,878 |
Accumulated deficit | (24,038,667) | (9,649,530) |
Total shareholders' deficit | (14,262,438) | (8,749,612) |
Total liabilities and shareholders' deficit | $ 4,002,152 | $ 3,507,005 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Prefered Stock Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock Shares Authorized | 5,000,000,000 | 5,000,000,000 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred Stock Shares Outstanding | 0 | 0 |
Common Stock Par Value | $ 0.0001 | $ 0.0001 |
Common Stock Shares Authorized | 45,000,000,000 | 45,000,000,000 |
Common Stock Shares Issued | 1,085,864,707 | 1,085,864,707 |
Common Stock Shares Outstanding | 400,000 | 400,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES: | |||
Revenues - Shipping related | $ 3,951,952 | $ 2,131,793 | |
EXPENSES: | |||
Commissions | (79,256) | (32,878) | |
Voyage expenses | (1,498,758) | (1,031,600) | |
Direct vessel operating expenses | (1,858,200) | (1,273,020) | |
Management fees | (197,868) | (157,273) | |
General and administrative expenses | (412,723) | (414,867) | (125,022) |
Stock-based compensation | (4,097,034) | (1,700,000) | |
Depreciation and amortization expense | (233,343) | (112,676) | |
Total Operating Expenses | (8,377,182) | (4,722,314) | (125,022) |
Operating loss from continuing operations | (4,425,230) | (2,590,521) | (125,022) |
OTHER (EXPENSES)/INCOME, NET: | |||
Interest and finance expenses | (1,896,685) | (903,976) | |
Interest income | 42 | ||
Derivative expense - unsecured convertible promissory notes payable | (1,785,354) | (5,441,825) | |
Change in fair value of embedded derivative liability | 4,985,109 | (452,968) | |
Amortization of debt discount | (1,358,972) | (282,572) | |
Other income/(expense), net | 12,245 | (2,502) | |
Total other expenses, net | (10,013,875) | (6,177,865) | |
Loss from continuing operations | (14,439,105) | (8,768,386) | (125,022) |
Gain/(loss) from discontinued operations | 49,968 | (46,964) | (160,563) |
Net loss | $ (14,389,137) | $ (8,815,350) | $ (285,585) |
Basic and diluted | |||
Continuing operations | $ (0.04) | $ (46.20) | $ (4.93) |
Discontinued operations | 0 | (0.25) | (6.32) |
(Loss)/gain per share of Common Stock | $ (0.04) | $ (46.45) | $ (11.25) |
Weighted average number of shares of Common Stock: | |||
Basic and diluted | 333,156,629 | 189,790 | 25,380 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY/(DEFICIT) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance, Shares at Dec. 31, 2014 | 250,000 | 31,701 | |||
Beginning Balance, Amount at Dec. 31, 2014 | $ 25 | $ 3 | $ 1,027,045 | $ (548,595) | $ 478,478 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net Loss | (285,585) | (285,585) | |||
Retirement of of Common Stock to treasury shares, Shares | (9,456) | ||||
Retirement of of Common Stock to treasury shares, Amount | $ (1) | 1 | |||
Formerly existed series A Preferred shares issued for asset purchase agreement with Boston Carriers Ltd. | 1,850,000 | ||||
Formerly existed series A Preferred shares issued for asset purchase agreement with Boston Carriers Ltd,Amount | $ 185 | (14,592) | (14,407) | ||
Capital contributed by former officer | 13,808 | 13,808 | |||
Ending Balance, Shares at Dec. 31, 2015 | 2,100,000 | 22,245 | |||
Ending Balance, Value at Dec. 31, 2015 | $ 210 | $ 2 | 1,026,262 | (834,180) | 192,294 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net Loss | (8,815,350) | (8,815,350) | |||
Shares of Common Stock issued for services, Shares | 7,255 | ||||
Shares of Common Stock issued for services, Amount | $ 1 | 61,666 | 61,667 | ||
Conversion of formerly existed Series A and formerly existed Series B Preferred shares in shares of Common Stock,Shares | (2,100,000) | 370,500 | |||
Conversion of formerly existed Series A and formerly existed Series B Preferred shares in shares of Common Stock,Amount | $ (210) | $ 37 | 173 | ||
Dividends paid (Integrated Inpatient Solutions, Inc.) | (188,223) | (188,223) | |||
Ending Balance, Shares at Dec. 31, 2016 | 400,000 | ||||
Ending Balance, Value at Dec. 31, 2016 | $ 40 | 899,878 | (9,649,530) | (8,749,612) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net Loss | (14,389,137) | (14,389,137) | |||
Shares of Common Stock issued for settlement of liabilities,Shares | 156,538,803 | ||||
Shares of Common Stock issued for settlement of liabilities,Amount | $ 15,654 | 3,127,623 | 3,143,277 | ||
Stock-based compensation, Shares | 928,925,904 | ||||
Stock-based compensation, Amount | $ 92,892 | 5,640,142 | 5,733,034 | ||
Ending Balance, Shares at Dec. 31, 2017 | 1,085,864,707 | ||||
Ending Balance, Value at Dec. 31, 2017 | $ 108,586 | $ 9,667,643 | $ (24,038,667) | $ (14,262,438) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss from continuing operations | $ (14,439,105) | $ (8,768,386) | $ (125,022) |
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: | |||
Depreciation and amortization expense | 233,343 | 112,676 | |
Provision for doubtful receivables | 16,233 | ||
Derivative expense - unsecured convertible promissory notes payable | 1,785,354 | 5,441,825 | |
Change in fair value of embedded derivative liability | 4,985,109 | (452,968) | |
Debt conversion charge | 383,690 | ||
Gain on equity settlement | (1,800) | ||
Amortization of debt discount | 1,358,972 | 282,572 | |
Cancellation loan fee from Conquistador Shipping | 110,000 | ||
Stock-based compensation | 4,097,034 | 1,700,000 | |
Shares of Common Stock issued for services | 11,340 | 61,667 | |
Increase in: | |||
Trade receivables, net | (1,410) | (16,031) | |
Other receivables | (543,725) | ||
Inventories | (8,032) | (160,940) | |
Prepaid expenses | (103,744) | (8,707) | |
Increase/(decrease) in: | |||
Accounts payable | 90,947 | 229,288 | (3,747) |
Accrued liabilities | 44,624 | 54,629 | |
Accrued interest | 1,356,930 | 672,651 | |
Deferred revenue | (90,574) | 103,129 | |
Due to related parties | 735,450 | ||
Payments for special survey costs | (157,368) | ||
Net cash used in operating activities - continuing operations | (89,364) | (795,963) | (128,769) |
Net cash provided by/(used in) operating activities - discontinued operations | 83,065 | 235,238 | (256,502) |
Net cash used in operating activities | (6,299) | (560,725) | (385,271) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Vessel acquisitions | (1,157,000) | ||
Cash acquired through business combination | 385,628 | ||
Restricted cash | 171 | (1,125) | |
Net cash provided by/(used in) investing activities - continuing operations | 171 | (1,158,125) | 385,628 |
Net cash movement in investing activities - discontinued operations | |||
Net cash provided by/(used in) investing activities | 171 | (1,158,125) | 385,628 |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Principal repayments of short-term debt | (500,000) | ||
Proceeds from short-term debt | 300,000 | ||
Proceeds from loan facility from related party | 200,000 | 300,000 | |
Proceeds from stock subscription liability | 50,000 | ||
Proceeds from unsecured convertible promissory notes | 502,000 | 830,000 | |
Proceeds from promissory notes payable | 200,000 | ||
Principal payments on capital lease | (166,003) | ||
Dividends paid | (188,223) | ||
Net cash provided by financing activities - continuing operations | 202,000 | 1,325,774 | |
Net cash provided by financing activities - discontinued operations | 13,808 | ||
Net cash provided by financing activities | 202,000 | 1,325,774 | 13,808 |
Net increase/(decrease) in cash | 195,872 | (393,076) | 14,165 |
Cash and cash equivalents - beginning of period | 13,791 | 406,867 | 392,702 |
Cash and cash equivalents - end of period | 209,663 | 13,791 | 406,867 |
Less cash and cash equivalents - end of period - discontinued operations | 73 | 21,239 | |
Cash and cash equivalents - end of period - continuing operations | 209,663 | 13,718 | 385,628 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Cash paid for interest expense | 115,087 | 110,158 | |
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 | (355,880) | ||
Conversion of formerly existed Series A and formerly existed Series B Preferred shares in shares of Common Stock | (210) | ||
Issuance of unsecured convertible promissory notes - conversion of promissory note, stock subscription liability and accrued interest | 624,209 | ||
Issuance of unsecured convertible promissory note - for stock subscription liability, net of debt discount | 1,050,000 | ||
Short-term debt payable for purchase of vessel, net of debt discount | 970,000 | ||
Advances for bareboat contract | 500,000 | ||
Escrow account | 99,965 | ||
Stock subscription liability | (1,000,000) | ||
Issuance of common shares to settle interest expense | 47,378 | ||
Issuance of common shares to settle convertible notes | 200,400 | ||
Issuance of common shares to settle stock-based compensation | $ 1,700,000 |
1. DESCRIPTION OF BUSINESS
1. DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
1. DESCRIPTION OF BUSINESS | NOTE 1: DESCRIPTION OF BUSINESS Boston Carriers, Inc. (the “Company” or “Boston Carriers”) is an international shipping company that owns and operates one dry bulk carrier vessel. Through the Company’s wholly-owned subsidiary, Poseidon Navigation Corp., a Marshall Islands corporation, Boston Carriers owns and operates a dry bulk vessel that is able to transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. The Company’s principal executive offices are located at 18 Poseidonos Ave., Kalithea, 17674, Greece and the telephone number is +30 2130123653. The Company’s website is https://www.bostoncarriers.com Boston Carriers, Inc. was incorporated in Florida on July 31, 2001. On September 21, 2001, the Company was acquired by PlaNet.Com, Inc., a Nevada public, non-reporting corporation. PlaNet.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). PlaNet.Com, Inc. changed its name to Inpatient Clinical Solutions, Inc. immediately after the acquisition. In April 2012, the Company changed its name from Inpatient Clinical Solutions, Inc. to Integrated Inpatient Solutions, Inc. In March 2013 management decided to exit the health care provider business. On 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”) in exchange for newly issued shares of the Company’s common stock (the “Common Stock”). As a result of the exchange, ITS became a wholly-owned subsidiary of the Company. ITS was established on July 2, 2014 as a real estate consulting firm specializing in timeshare liquidation and mortgage relief. In November 2014 management decided to exit the timeshare business and the Company has discontinued operations of this subsidiary. Through January 2016, the Company provided interior design services targeting budget-minded individuals. This 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. On December 31, 2015, the Company entered into an Asset Purchase Agreement pursuant to which the Company agreed to acquire all of the assets and liabilities of Boston Carriers Ltd., a corporation organized under the laws of the Republic of the Marshall Islands in exchange for newly issued shares of the Company’s previously existing Series A Preferred shares (before the Company’s file of the Amended and Restated Articles of Incorporation on May 23, 2017, the “Series A Preferred shares”, refer to Note 13), $0.0001 par value per share (the “Exchange”), which were issued to the former sole shareholder of Boston Carriers Ltd. Included in the assets acquired was all outstanding stock in Poseidon Navigation Corp. a corporation organized under the laws of the Republic of the Marshall Islands (“Poseidon”). Accordingly, as a result of the Exchange, Poseidon became a wholly-owned subsidiary of the Company. In connection with the execution of the Asset Purchase Agreement, the Company filed a Certificate of Designations with the Secretary of State of the State of Nevada regarding the creation of the Series A Preferred shares pursuant to which the Company issued an aggregate of 1,850,000 shares of Series A Preferred shares, which were converted into shares of Common Stock in 2016, to the former sole shareholder of Boston Carriers Ltd. In addition, on December 31, 2015, the Company’s then-existing Directors appointed Mr. Antonios Bertsos, Mr. Harris Frangos and Mr. Fred Pier to the Company’s Board of Directors and, concurrently with the closing of the Exchange (the “Closing Date”), the Company’s former sole officer and all former directors resigned. Subsequently, the Company’s former sole officer was retained as a consultant and, pursuant to the terms of a consulting agreement, effective January 1, 2016, was issued a total of 5,255 shares of the Company’s Common Stock (refer to Note 13). Upon issuance of the Series A Preferred shares, the former sole shareholder of Boston Carriers Ltd. initially held approximately 92.5% of the Company’s issued and outstanding Common Stock, assuming the conversion of all of the Company’s outstanding Preferred shares. Also, as a result of the Exchange, the Company assumed the liabilities of Boston Carriers Ltd., including those associated with: (1) a Share Subscription Agreement between Boston Carriers Ltd. and YP Holdings, LLC (the “Subscription Agreement”) and (2) a Bareboat Hire purchase agreement (“BBHP”) between Poseidon Navigation, Inc. and Go Skar Shipping S.A. (refer to Note 5). In January 2016, the Company exited the On February 13, 2016, the Company took delivery of Nikiforos, a 45,693 dwt, 1996 Japanese built, drybulk vessel (the “Vessel”) pursuant to a Bareboat Charter Party agreement with Nikiforos Shipping S.A. (refer to Notes 4 and 5), the terms of which granted to the Company a purchase option of the Vessel. On December 7, 2016, the Company exercised its purchase option and acquired the Vessel. The Company’s Vessel is primarily available for charter on a spot voyage basis. 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. On February 29, 2016, Integrated Inpatient Solutions, Inc. agreed to file Articles of Conversion with the Nevada Secretary of State and Articles of Domestication 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. In connection with the Plan of Conversion, Integrated Inpatient Solutions, Inc. changed its name from Integrated Inpatient Solutions, Inc., to Boston Carriers, Inc. on March 21, 2016 and simultaneously re-domiciled to the Marshall Islands. Due to the reincorporation, the rights of the Company’s shareholders are now governed by the Business Corporations Act of the Marshall Islands, the Company’s Articles of Incorporation filed with the Registrar of the Republic of the Marshall Islands and the new bylaws, which were contemporaneously approved by the Company’s Board of Directors. Upon effectiveness of the reincorporation, all of the Company’s issued and outstanding shares of Common Stock automatically converted into issued and outstanding shares of Common Stock of the Marshall Islands Company without any action on the part of the Company’s shareholders. In the same manner, all of the Company’s issued and outstanding preferred shares automatically converted into issued and outstanding preferred shares of the Marshall Islands Company holding identical rights as the pre-existing preferred shares without any action on the part of the Company’s shareholders. Upon filing of the Articles of Conversion, the Series B Preferred shares, totaling 1,850,000 shares, were subsequently renamed to Series A Preferred shares. The non-redeemable, convertible preferred shares totaling 250,000 shares, which were issued and outstanding as of December 31, 2015, were subsequently renamed to Series B Preferred shares (refer to Note 13). Effective as of April 4, 2016, the trading symbol for the Company’s Common Stock, which is quoted on the OTC Pink, changed from “INTP” to “BSTN”. On June 30, 2016, the last day of Boston Carriers second quarter, the Company determined that it would qualify as a Foreign Private Issuer, as that term is defined in Rule 3b-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), beginning on July 1, 2016. As a result, the Company would no longer file annual reports on Form 10-K, quarterly reports on Form 10-Q or current reports on Form 8-K. Instead, it will file its annual report on Form 20-F and reports of foreign private issuers on Form 6-K. The Company files reports on Form 6-K with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the requirements of the Exchange Act. The Company’s SEC filings are available to the public over the internet at the SEC’s website at www.sec.gov and at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 (telephone 1-800-SEC-0330). On May 23, 2017, a 1-for-5,000 reverse stock split of Company’s shares of Common Stock was effected. As a result, every 5,000 of the Company’s pre-reverse split shares of Common Stock were combined and reclassified into one share of the Company’s shares of Common Stock. The par value and other terms of Company’s shares of Common Stock were not affected by the reverse stock split. There can be no assurance that the Company will not undertake further reverse splits or consolidations of its shares of Common Stock subsequent to the filing of this report. With respect to the underlying shares of Common Stock associated with any derivative liabilities, according to the terms of the unsecured convertible promissory notes, as may be required by such convertible notes where applicable, the conversion and exercise prices and number of shares of Common Stock issued have been adjusted retrospectively in accordance with the 1-for-5,000 ratio for all periods presented. Due to such alteration in the Company’s share capital, numbers of shares of Common Stock, earnings per share, shares of Common Stock obtainable upon conversion or exercise of convertible notes have been adjusted retrospectively as well, where applicable, unless otherwise specified. The accompanying consolidated financial statements for the years ended December 31, 2017, 2016 and 2015 including the notes to financial statements reflect these aforementioned alterations of share capital. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Principles of Consolidation: The accompanying consolidated financial statements represent the consolidation of the accounts of Boston Carriers, Inc. (formerly known as Integrated Inpatient Solutions, Inc.) and its wholly-owned subsidiaries; Integrated Timeshare Solutions, Inc. and Poseidon Navigation Corp. All intercompany transactions and balances have been eliminated in consolidation. The subsidiaries are fully consolidated from the date on which control is transferred to the Company. Subsidiaries are those entities in which the Company has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies of each one. The Company also consolidates entities that are determined to be variable interest entities as defined in the accounting guidance, if it determines that it is the primary beneficiary. A variable interest entity is defined as a legal entity where either (a) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entity’s residual risks and rewards, or (b) the equity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. As of December 31, 2017, and 2016, the Company has no variable interest entities. Certain reclassifications, including discontinued operations and reverse stock split, have been made to the prior years’ presentation to conform to current year presentation. These reclassifications had no effect on net loss. The Company is the sole owner of all of the outstanding shares of the subsidiaries included in the consolidated financial statements, and are presented below: Company name Country of incorporation Nature/ Statement of operations 2017 2016 2015 1 Integrated Timeshare Solutions, Inc. Nevada Revoked — — — 2 Poseidon Navigation Corp. Marshall Islands Nikiforos 1/1/2017 - 12/31/2017 1/1/2016 - 12/31/2016 12/31/2015 Segment Reporting: Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing financial performance. The reportable segments reflect the internal organization of the Company and are strategic businesses that offer different products and services. The Company reports financial information and evaluates its operations by revenues. Management reviews operating results solely by revenue and operating results. After the decision of management to exit the health care provider business, the timeshare business and the interior design business, no reportable segments exist for the Company in continuing operations. Based on this review, the Company has determined that it operates under one reportable segment – the international shipping industry. Segment Operating Revenue The Company reports financial information and evaluates its revenues by industry. During the years ended December 31, 2017, and 2016, the Company derived 100% of its revenue from continuing operations from the shipping industry. During the year ended December 31, 2015, the Company’s revenues are presented in discontinued operations. During the year ended December 31, 2017, 89% of revenues from the shipping industry were derived from three customers in the spot market of 47%, 24% and 18% of net revenue. As of December 31, 2017, accounts receivable from the shipping industry were derived from one customer. During the year ended December 31, 2016, 94% of revenues from the shipping industry were derived from three customers in the spot market of 42%, 26% and 26% of net revenue. As of December 31, 2016, accounts receivable from the shipping industry were derived from one customer. Discontinued Operations: The Company reports discontinued operations when the operations and cash flows of a component, have been (or will be) eliminated from the ongoing operations of the Company, and the operations and cash flows will not be replaced or the Company does not have the ability to replace the component, and the Company will not have any significant continuing involvement in the operations of the component after its disposal. In March 2013 and in November 2014, management decided to exit the health care provider business and the timeshare business, respectively. In January 2016, the Company exited the interior design business and now conducts maritime transportation operations. The financial statements have been reclassified in order to represent these operations as discontinued operations for the all the periods of the financial statements (refer to Note 14). Use of Estimates: The preparation of consolidated 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, fair value measurements, future dry-dock dates, the selection of useful lives for assets, the expected future cash flows from long-lived assets to support impairment tests. 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. Foreign Currency Transactions: The functional currency of the Company is the U.S. dollar, because the Company’s Vessel operates in international shipping markets, and therefore primarily transacts business in U.S. dollars and the Company’s debt is denominated in U.S. dollars. In addition, the businesses the Company exited in the past which are reported as discontinued operations were operated in United States of America and their main currency was U.S. dollar. The Company’s accounting records are maintained in U.S. dollars. Transactions involving other currencies during a year are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies than the U.S. dollar, are translated to reflect the period-end exchange rates. Resulting gains or losses are reflected in the accompanying consolidated statements of operations. Cash and Cash Equivalents: 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. The Company maintains bank accounts in financial institutions that are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) and Eurozone. Deposits below the amount of $250,000 are covered by the FDIC insurance in United States. Deposits kept in banks operating in the Eurozone, are covered up to Euro 100,000. As of December 31, 2017, the Company does not have amounts above the FDIC insurance amount of $250,000. Deposits in excess of the Eurozone limits of Euro 100,000 totaled $70,681 at December 31, 2017. 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 or Eurozone, as remote. Trade Receivables: The amount shown as trade receivables, net at each balance sheet date includes estimated recoveries from charterers for hire, freight and demurrage billings, net of allowance for doubtful accounts. Accounts receivable involve risk, including the credit risk of non-payment by the customer. Accounts receivable are considered past due based on contractual and invoice terms. An estimate is made of the allowance for doubtful accounts based on a review of all outstanding amounts at each period, and an allowance is made for any accounts which management believes are not recoverable. The determination of bad debt allowances constitutes a significant estimate. Bad debts are written off in the year in which they are identified. The allowance for doubtful accounts as of December 31, 2017 and December 31, 2016 amounted to $43,367 and $0 respectively, in relation to the shipping business. Inventories: Inventories, which comprise bunkers, lubricants, chemicals, provisions and paints remaining on board the vessels at year end, are valued at the lower of cost as determined using the first in-first out (FIFO) method or market value. Vessel: Vessel is stated at cost, less accumulated depreciation and any impairment loss. Cost consists of the contract price and delivery and acquisition expenses. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earnings capacity or improve the efficiency or safety of a vessel; otherwise, these amounts are charged to expenses as incurred. Vessel is depreciated on a straight-line basis over its estimated useful life, after considering the estimated salvage value of the Vessel. Vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap value per lightweight tonnage (“LWT”). Management estimates the residual value of the Company’s Vessel based on a scrap rate of $300 per LWT after considering current market trends for scrap rates and five-year average historical scrap rates of the residual values of similar, with the Company’s, vessels. Management estimates the useful life of the Company’s Vessel to be 25 years from the date of its initial delivery from the shipyard. If regulations place limitations over the ability of the Vessel to trade, its remaining useful life would be adjusted, if necessary, at the date such regulations are adopted. 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 a vessel under capital leases as fixed asset at the lower of the present value of the minimum lease payments or the fair value of the vessel at inception of the lease. Vessels under capital leases are depreciated over the estimated remaining useful life of the vessels for capital leases which provide for transfer of title of the vessel to the Company upon expiration of the lease. Leased vessels are depreciated over the estimated remaining useful life of the vessel, for capital leases which provide for transfer of title of the vessel to the Company upon expiration of the lease. 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 consolidated statements of operations. Accounting for Special Survey and Dry-docking Costs: The Company’s Vessel is subject to regularly scheduled dry-docking and special survey, which are carried out every 30 and 60 months, respectively, to coincide with the renewal of the related certificates issued by the Classification Societies, unless a further extension is obtained in rare cases and under certain conditions. The costs of dry-docking and special surveys are deferred and amortized over the above periods or to the next dry-docking or special survey date if such date has been determined. Costs incurred during the dry-docking period relating to routine repairs and maintenance are expensed. The unamortized portion of special survey and dry-docking costs for vessels sold is included as part of the carrying amount of the vessel in determining the gain/(loss) on sale of the vessel. The balance is included in the vessels and other fixed assets, net. Impairment of Long-Lived Assets and Goodwill: Long-lived Assets Long-lived assets and finite lived identifiable intangibles held and used by an entity are required to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives, against their respective carrying amounts. If the future net undiscounted cash flows from the asset group are less than the carrying values of the asset group, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. Shipping Business: Undiscounted projected net operating cash flows are determined for each vessel and compared to the carrying value of the vessel and related carrying value of any intangibles. The loss recognized either on impairment (or on disposition) will reflect the excess of carrying value over fair value (selling price) for the vessel. The significant factors and assumptions the Company used in the undiscounted projected net operating cash flow analysis included, among others, operating revenues, off-hire revenues, dry-docking costs, operating expenses and management fee estimates. Revenue assumptions were based on a number of factors for the remaining life of the Vessel: (a) contracted time charter rates up to the end of life of the current contract of the Vessel, (b) the most recent five-year average historical one-year time charter rates (adjusted for market conditions), (c) the Vessel’s age as well as considerations such as scheduled and unscheduled off-hire days based on historical experience and (d) the likelihood of the sale of the Vessel. Operating expense assumptions included an annual escalation factor. All estimates used and assumptions made were in accordance with the Company’s historical experience. Fair value is determined using the valuation derived from market data. The Company performed an impairment assessment for the year ended December 31, 2017 and no impairment charge was recorded. As of December 31, 2017, the valuation (which represents the fair market value) and the carrying value of the Vessel are as follows: Vessel valuation Carrying value M/V Nikiforos $ 4,925,000 $ 2,960,232 The current assumptions used and the estimates made are highly subjective, and could be negatively impacted by significant deterioration in charter rates or vessel utilization over the remaining life of the Vessel, which could require the Company to record a material impairment charge in future periods. Provisions: The Company, in the ordinary course of business, is subject to various claims, suits and complaints. Management provides for a contingent loss in the financial statements if the contingency has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. In accordance with the guidance issued by the Financial Accounting Standards Board (“FASB”), in accounting for contingencies, if the Company has determined that the reasonable estimate of the loss is a range, and there is no best estimate amount within the range, the Company will provide the lower amount of the range. The Company participates in Protection and Indemnity (P&I) insurance plans provided by mutual insurance associations known as P&I clubs. Under the terms of these plans, participants may be required to pay additional premiums (supplementary calls) to fund operating deficits incurred by the clubs (“back calls”). Obligations for back calls are accrued annually based on information provided by the clubs and when the obligations are probable and estimable. 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 Company’s financial assets and liabilities, such as cash and cash equivalents, restricted cash, trade receivables, deposits, accounts payable and accrued liabilities, short-term debt, unsecured convertible promissory notes payable, derivative liability, accrued stock-based compensation approximate their fair values. The particular recognition methods applicable to each class of financial instrument are disclosed in the applicable significant policy description of each item. Revenue Recognition: The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. Shipping Business The Company generates its revenues from charterers for the charter hire of its Vessel on a worldwide scale. Vessels are chartered using either time charters, where a contract is entered into for the use of a vessel for a specific period of time and a specified daily charter hire rate, or voyage charters, where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified freight rate. Voyage revenues for the transportation of cargo are recognized ratably over the estimated relative transit time of each voyage. A voyage is deemed to commence when a vessel is available for loading and is deemed to end upon the completion of the discharge of the current cargo. Estimated losses on voyages are provided for in full at the time such losses become evident. Under a voyage charter, the Company agrees to provide a vessel for the transportation of specific goods between specific ports in return for payment of an agreed upon freight rate per ton of cargo. The Company does not recognize 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. Revenues are recorded net of address commissions. Address commissions represent an amount provided directly to the charterers based on a fixed percentage of the agreed upon charter rate. Since address commissions represent a discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer, these commissions are presented as a reduction of revenue. Revenue from time chartering is earned and recognized on a daily basis as the service is delivered. Demurrage income represents payments made by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter and will be recognized on a pro rata basis as it is earned. Revenues from time chartering of vessels are accounted for as operating leases and are thus recognized on a straight line basis as the average revenue over the rental periods of such charter agreements as service is performed, as adjusted for the off-hire days that the vessel spends undergoing repairs, maintenance and upgrade work depending on the condition and specification of the vessel. For loss generating time charters, the loss is recognized in the period when such loss is determined. A time charter involves placing a vessel at the charterer’s disposal for a period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Short period charters for less than three months are referred to as spot-charters. Charters extending three months to a year are generally referred to as medium-term charters. All other charters are considered long-term. Under time charters, operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel. Interior Design Business (Discontinued Operations) The Company provided design services billed at hourly rates. The Company recognized revenue from design services when services were rendered to the customers. Timeshare Liquidation (Discontinued Operations) The Company earned revenue from timeshare liquidation and mortgage relief services. The Company offered services for timeshare owners that either owned their timeshare outright and for those that had a mortgage on their property, and were interested in exiting their timeshare property. The Company recognized revenue when the title has been transferred and the transaction was completed. Deferred Revenue: Deferred revenue primarily relates to cash received in advance from charterers prior to it being earned. These amounts are recognized as revenue over the voyage or charter period. Commissions: Commissions include brokerage commissions are paid by the Company to brokers and are typically based on a percentage of the charter rate. Brokerage commissions are recognized over the related charter period and are recognized as incurred. Voyage Expenses: Voyage expenses comprise all expenses related to each particular voyage, including time charter hire paid and voyage freight paid bunkers, port charges, canal tolls, extra war risk insurance, cargo handling and agency fees, which are recognized as incurred. Vessel Operating Expenses: Vessel operating expenses consist of all expenses relating to the operation of vessels, including crewing, repairs and maintenance, insurance, stores and lubricants and miscellaneous expenses such as communications. Vessel operating expenses exclude fuel cost, port charges, agency fees, canal tolls and, which are included in voyage expenses. Repairs and Maintenance Expenditure for routine repairs and maintenance of the vessels is charged against income in the period in which it is incurred. Major vessel improvements and upgrades are capitalized to the cost of vessel. Management Fees: Management fees consist of compensation paid to a ship management company for crew recruitment, technical, commercial and other various ship management services. Since August 29, 2017, the Company’s controlling shareholder also controls the management company (refer to Note 8). Insurance Claims: Insurance claims at each balance sheet date consist of claims submitted and/or claims in the process of compilation or submission (claims pending). They are recorded on an accrual basis and represent the claimable expenses, net of applicable deductibles, incurred through December 31 of each reporting period, which are probable to be recovered from insurance companies. Any remaining costs to complete the claims are included in accrued liabilities. The classification of insurance claims into current and non-current assets is based on management’s expectations as to their collection dates. General and Administrative Expenses: General and administrative expenses include payroll and personnel related expenses for our onshore personnel, board remuneration and executive officers compensation that are not payable in shares of Common Stock, directors and officers insurance, travel expenses, communication expenses, office expenses, audit fees, legal fees, advisory fees, stock exchange fees and other related costs. Stock-based Compensation: The Company pays the Chief Executive Officer, Chief Financial Officer and member of Board of Directors for his annual base salary and the members of Board of Directors for their annual remunerations (in part or in whole) with Company’s Common Stock. The cost is recognized over the period during which the officer and the members of the board, are required to provide their service. Interest and Finance Expenses: Interest and finance expenses include interest expense and other similar charges. The amount of interest expense is determined by the amount of loans and advances outstanding from time to time and interest rates. The effect of changes in interest rates may be reduced (increased) by any derivative instruments. Income Taxes: The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. 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 Company’s tax returns for the years ended 2014, 2015, 2016 and 2017 remain open for audit by the Internal Revenue Service. Marshall Islands and Liberia do not impose a tax on international shipping income in case the shipowner does not conduct any business operation in the territory of the Marshall Islands. Under the laws of Marshall Islands and Liberia, the countries of incorporation of the Company and its shipping subsidiary and the Vessel’s registration, respectively, the companies are subject to registration fees and tonnage taxes which will be included in direct vessel operating expenses in the accompanying consolidated statements of operations. Dividends: Dividends are recorded in the Company’s financial statements in the period in which they are declared. Loss Per Share of Common Stock: The Company computes loss per share of Common Stock for all periods presented based on the weighted average number of its outstanding Common Stock during the periods after giving retroactive effect to reverse stock splits. Basic losses per share of Common Stock are computed by dividing net loss available to common shareholders by the weighted average number of shares of Common Stock outstanding during the periods presented. Diluted losses per share of Common Stock are computed assuming the exercise of any dilutive securities under the treasury shares method and the related income tax effects. The Company has 374,499,079, 1,498,831 and 0 shares issuable upon conversion of convertible notes that were not included in the computation of dilutive loss per share because their inclusion is antidilutive for the years ended December 31, 2017, 2016 and 2015, respectively. Recent Accounting Pronouncements: In January 2017, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standard Update (“ASU”) 2017-01 – Business Combinations. This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. Under current implementation guidance the existence of an integrated set of acquired activities (inputs and processes that generate outputs) constitutes an acquisition of business. This ASU provides a screen to determine when a set of assets and activities does not constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This update is effective for public entities with reporting periods beginning after December 15, 2017, including interim periods within those years. The amendments of this ASU should be applied prospectively on or after the effective date. Early adoption is permitted, including adoption in an interim period 1) for transactions for which the acquisition date occurs before the issuance date or effective date of the ASU, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and 2) for transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. Boston Carriers has concluded that ASU 2017-01 does not have an impact on the Company. In November 2016, the FASB issued the ASU 2016-18 – Restricted cash. This ASU requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. This update is effective for public entities with reporting periods beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. The implementation of this update affects disclosures only and has no impact on the Boston Carriers balance sheets and statement of comprehensive income. The Company has not elected early adoption. In August 2016, the FASB issued the ASU 2016-15 – Classification of certain cash payments and cash receipts. This ASU addresses certain cash flow issues with the objective of reducing the existing diversity in practice. This update is effective for public entities with reporting periods beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. It must be applied retrospectively to all periods presented but may be applied prospectively from the earliest date practicable, if retrospective application would be impracticable. Boston Carriers does not expect that the implementation of this update will have any material impact on its financial statements. The Company has not elected early adoption. In February 2016, the FASB issued the ASU 2016-02 – Leases (Topic 842). This ASU is intended to increase transparency and comparability |
3. ACQUISITIONS
3. ACQUISITIONS | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
3. ACQUISITIONS | NOTE 3: ACQUISITIONS On December 31, 2015, the Company entered into an Asset Purchase Agreement pursuant to which the Company agreed to acquire all of the assets and liabilities of Boston Carriers Ltd., in exchange for newly issued shares of the Company’s previously existing Series A Preferred shares, $0.0001 par value per share, (before the Company’s file of the Amended and Restated Articles of Incorporation on May 23, 2017, the “Series A Preferred shares”, refer to Note 13) which were issued to the former sole shareholder of Boston Carriers Ltd. Included in the assets acquired was all outstanding stock in Poseidon. Accordingly, as a result of the Exchange, Poseidon became a wholly-owned subsidiary of the Company. In connection with the execution of the Asset Purchase Agreement, the Company filed a Certificate of Designations with the Secretary of State of the State of Nevada regarding the creation of the Series A Preferred shares pursuant to which the Company issued an aggregate of 1,850,000 shares of Series A Preferred shares, which were converted into shares of Common Stock in 2016, to the former sole shareholder of Boston Carriers Ltd. In addition, on December 31, 2015, the Company’s then existing Directors appointed Mr. Antonios Bertsos, Mr. Harris Frangos and Mr. Fred Pier to the Company’s Board of Directors and concurrently with the closing of the Exchange, the Company’s former sole officer and all former directors resigned. Subsequently, the Company’s former sole officer was retained as a consultant and, pursuant to the terms of a consulting agreement, effective January 1, 2016, was issued a total of 5,255 shares of the Company’s Common Stock (refer to Note 13) Also, the Company issued 2,000 shares of its Common Stock to a service provider in lieu of cash payment upon the filing of Form 8-K to disclose the Asset Purchase Agreement with the SEC (refer to Note 13). Upon issuance of the Series A Preferred shares, the former sole shareholder of Boston Carriers Ltd. initially held approximately 92.5% of the Company’s issued and outstanding Common Stock, assuming the conversion of all of the Company’s outstanding Preferred shares. The Series A Preferred shares were converted into shares of Common Stock of the Company at a rate of 0.20 shares of Common Stock for each Series A Preferred share, on July 26, 2016, following the distribution by the Company of a cash dividend to the shareholders of its Common Stock of all amounts received by the Company as a refund to the Company from the United States Internal Revenue Service in connection with the Company’s 2014 federal tax return less a maximum of $20,000 which would be used solely to pay the Company’s obligation under a settlement agreement relating to a lawsuit against the Company at that time (the “Dividend”). The Series A Preferred shares were not participating shares and prior to conversion the holders thereof did not receive any dividend or other distribution from the Company and no portion of the Dividend was distributed for the benefit of the holders of Series A Preferred shares. Prior to conversion, however, the holders of Series A Preferred shares were entitled to vote on all matters on which holders of Common Stock were entitled to vote and voted as if such Series A Preferred shares had converted, provided however, that the holders of Series A Preferred shares were not entitled to vote on any matter which would amend the terms of and restrictions on the Series A Preferred shares. Also, as a result of the Exchange, the Company assumed the liabilities of Boston Carriers Ltd., including those associated with: (1) a Share Subscription Agreement between Boston Carriers Ltd. and YP Holdings, LLC and (2) a Bareboat Hire purchase agreement between Poseidon Navigation, Inc. and Go Skar Shipping S.A. (refer to Note 5). Pursuant to the terms of the Subscription Agreement, YP Holdings, LLC (“YP”) invested, in 2015, $1,000,000 to acquire 100 Preferred Shares of Boston Carriers Ltd. preferred Shares (the “BC Ltd Preferred Shares”) with a face value of $10,000, each of which was convertible into shares of Common Stock of Boston Carriers Ltd. (the “BC Ltd Common Shares”) as described in the Certificate of Designations with respect to the BC Ltd Preferred Shares. The terms of the Subscription Agreement required that the issuer would also issue an equal number of shares of BC Ltd Preferred Shares to YP as a commitment fee for YP to make its investment. For additional information in relation to the preferred shares, refer to Note 13. Because the Company assumed all liabilities of Boston Carriers Ltd., the Company was ultimately responsible to issue shares of the Company’s Common Stock to satisfy the terms of the Subscription Agreement. The subscription was recorded as Shares subscription liability as the BC Ltd Preferred Shares were not issued by Boston Carriers Ltd. Boston Carriers Ltd. had reached an agreement with the subscriber for the actual issuance of the shares to take place from Boston Carriers, Inc. (formerly known as Integrated Inpatient Solutions, Inc). The purchase price is equivalent to the fair value of the assets and liabilities acquired. The excess of the purchase price over the fair value of the assets acquired was recorded in shareholders equity. The table below presents, how the transaction was recorded on December 31, 2015, including the fair values of the assets acquired and liabilities assumed: Cash $ 385,628 Advances for bareboat contract 500,000 Escrow account 99,965 Total assets acquired $ 985,593 Stock subscription liability $ 1,000,000 Total liabilities acquired $ 1,000,000 Formerly existed Series A preferred shares issued for asset purchase agreement with Boston Carriers Ltd. $ 185 Purchase price differential $ (14,592 ) |
4. VESSELS AND OTHER FIXED ASSE
4. VESSELS AND OTHER FIXED ASSETS, NET | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
4. VESSELS AND OTHER FIXED ASSETS, NET | NOTE 4: VESSELS AND OTHER FIXED ASSETS, NET Acquisition of Vessel On January 28, 2016, the Company signed a bareboat charter agreement (the “BBC agreement”), as amended on October 2, 2016, with Nikiforos Shipping S.A. (“the Lessor”), for the Nikiforos, a 45,693 dwt, 1996 Japanese built, drybulk vessel (refer to Note 5). Pursuant to the agreement, the Company had a purchase option to buy the Vessel at specific times during the duration of the agreement. At the conclusion of the five years, the Company would have the right to purchase the Vessel for $125. The Company concluded that it had retained substantially all of the benefits and risks associated with the Vessel and treated the transaction as financing, and classified it as a capital lease in the financial statements. On February 13, 2016, the Company took delivery of Nikiforos and recognized Leased vessel at cost of $2,350,245 representing the present value of the minimum lease obligation (refer to Note 5). On October 2, 2016, the Company and the Lessor, agreed to terminate the January 28, 2016 bareboat charter agreement. Pursuant to this agreement, the Company agreed to purchase the Vessel from Nikiforos Shipping S.A. with a purchase price of $2,125,000 after taking into account the amount of $500,000 paid in advance on November 24, 2015 and the hires paid from the Company to the Lessor, commencing from Vessel’s delivery on February 13, 2016 up to September 9, 2016. On December 7, 2016, the Company acquired the Vessel from the Lessor and therefore the purchase option of the Vessel, which was included in the BBC agreement is considered to have been exercised on this date. Accordingly, the Company derecognized the Leased vessel and recognized Vessel at cost of $2,773,830. On December 7, 2016, the Company recorded the exercise of the purchase option as follows (by recording the difference between the purchase price and the carrying amount of the capital lease obligation as an adjustment to the carrying amount of the asset): Consideration $ (2,125,000 ) Leased vessel $ (2,333,072 ) Capital lease obligation $ 1,684,242 Vessel $ 2,773,830 Initial direct expenses of $357,880 have also been capitalized and included in the Vessels and other fixed assets, net. From the said costs, $355,880 concerned consultancy services for the conclusion of the BBC agreement signed on January 28, 2016 with the Lessor. These costs are amortized for the period commencing on February 13, 2016 when the Company took delivery of the Vessel, up to the end of Vessel’s useful economic life, i.e. until January 24, 2021. Special Survey During 2016, the Vessel undertook scheduled special survey. Respective costs equal to $157,368 have been capitalized and included in the Vessels and other fixed assets, net. These costs are amortized over the period commencing on April 28, 2016 when special survey works were completed up to January 1, 2021, when next special survey is due. Agreement with Conquistador Shipping Corporation On November 28, 2016, the Company signed an agreement with Conquistador Shipping Corporation (the “Buyer”), for the sale of the Vessel in exchange for consideration equaling the amount resulting from the product of the Vessel’s net lightweight, in long tons and the price in U.S. dollars per long ton for bulk carriers as reported by the Baltic Exchange Demolition Assessment Index “B/C_Subcon” issued during the week at which the Company tender 21 days appropriate notice, less 10% total commission (9% address commission and 1% brokerage commission). Under the terms of this agreement, the Company received on December 7, 2016 $1,000,000 less $30,000 address commission. The amount of $1,000,000 bears an interest of 11% and is to be paid by the Company to the Buyer. Pursuant to this sale agreement, the Company was expected to deliver the Vessel to the Buyer anytime between January 3, 2017 and December 18, 2017 at the Company’s option. If the Vessel was not delivered to the Buyer until December 18, 2017, then the Buyer had the option to cancel the agreement. In such case, the Company has to return the amount of $1,000,000 less any partial repayments of this amount as of the cancellation date, along with any interest due of 11% and an additional interest of 11% as cancellation fee. Further, the agreement provides that the Company has withheld all risks and rewards in relation to the Vessel until this agreement is cancelled either by the Company or the Buyer. The Company has accounted for the transaction as a loan facility from the Buyers. In addition, a first preferred mortgage has been executed and delivered by the Company in favor of the Buyer on the Vessel and the Company has assigned insurances and earnings in favor of the Buyer in case the Company becomes default in its obligations towards the Buyer, as these are described in the agreement signed on November 28, 2016. For details and update in relation to the agreement (refer to Note 7). Movements of Vessels and Other Fixed Assets, Net Vessels and other fixed assets, net movements as of December 31, 2017 and 2016 is as follows: Vessel Leased vessel Special survey Capitalized initial expenses Total Cost Balance at December 31, 2015 $ — $ — $ — $ — $ — Additions 2,773,830 2,350,245 157,368 357,880 5,639,323 Disposals — (2,350,245 ) — — (2,350,245 ) Balance at December 31, 2016 $ 2,773,830 $ — $ 157,368 $ 357,880 $ 3,289,078 Balance at December 31, 2017 $ 2,773,830 $ — $ 157,368 $ 357,880 $ 3,289,078 Accumulated depreciation and amortization Balance at December 31, 2015 $ — $ — $ — $ — $ — Depreciation and amortization for the period (8,732 ) (17,173 ) (22,836 ) (63,935 ) (112,676 ) Disposals — 17,173 — — 17,173 Balance at December 31, 2016 $ (8,732 ) $ — $ (22,836 ) $ (63,935 ) $ (95,503 ) Depreciation and amortization for the period (127,484 ) — (33,610 ) (72,249 ) (233,343 ) Balance at December 31, 2017 $ (136,216 ) $ — $ (56,446 ) $ (136,184 ) $ (328,846 ) Vessels and other fixed assets, net - December 31, 2015 $ — $ — $ — $ — $ — Vessels and other fixed assets, net - December 31, 2016 $ 2,765,098 $ — $ 134,532 $ 293,945 $ 3,193,575 Vessels and other fixed assets, net - December 31, 2017 $ 2,637,614 $ — $ 100,922 $ 221,696 $ 2,960,232 |
5. CAPITAL LEASES
5. CAPITAL LEASES | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
5. CAPITAL LEASES | x NOTE 5: CAPITAL LEASES On November 16, 2015, the Company signed a bareboat charter agreement with Go Skar Shipping S.A. pursuant to which the Company would take delivery of a 1994 Japanese built drybulk vessel. The bareboat charter agreement was essentially a “lease to own” arrangement. The Company paid $500,000 on November 24, 2015 as a down-payment and would pay hires of $1,721.25 per day for five years commencing on the date of delivery of the said vessel. At the conclusion of the five years, the Company would have the right to purchase the vessel for $10. Go Skar Shipping S.A. failed to deliver the vessel in accordance with the agreed terms and both parties mutually agreed to terminate the existing contract without liability to either party. The amount which the Company previously paid was transferred and credited towards a new bareboat charter agreement which was signed on January 28, 2016 with Nikiforos Shipping S.A., as amended on October 2, 2016, for the vessel Nikiforos, a 45,693 dwt, 1996 Japanese built, drybulk vessel. Pursuant to the new agreement, on February 13, 2016, the Company took delivery of the Vessel. Under the terms of the January 28, 2016 agreement, the Company, in addition to the down payment of $500,000, would pay hires of $1,315 per day, for five years commencing on the date of delivery of the Vessel, and ending on February 13, 2021. The Company had a purchase option to buy the Vessel at specific times during the duration of the agreement. At the conclusion of the five years, the Company would have the right to purchase the Vessel for $125. The Company concluded that it had retained substantially all of the benefits and risks associated with Nikiforos and treated the transaction as financing, and classified it as a capital lease in the financial statements, by recording Leased vessel and Capital lease obligation of $2,350,245, representing the present value of the minimum lease payments. On October 2, 2016, the Company and the Lessor, agreed to terminate the January 28, 2016 BBC agreement. Pursuant to this agreement, the Company agreed to purchase the Vessel from the Lessor with a purchase price of $2,125,000 after taking into account the amount of $500,000 paid in advance on November 24, 2015 and the hires paid from the Company to the Lessor, commencing from Vessel’s delivery on February 13, 2016 up to September 9, 2016. On December 7, 2016, the Company acquired the Vessel from the Lessor and therefore the purchase option of the Vessel, which was included in BBC agreement, is considered to have been exercised on this date. Accordingly, the Company derecognized the Leased vessel and recognized Vessel at cost of $2,773,830. On December 7, 2016, the Company recorded the exercise of the purchase option as follows (by recording the difference between the purchase price and the carrying amount of the capital lease obligation as an adjustment to the carrying amount of the asset): Consideration $ (2,125,000 ) Leased vessel $ (2,333,072 ) Capital lease obligation $ 1,684,242 Vessel $ 2, 773,830 |
6. ACCOUNTS PAYABLE
6. ACCOUNTS PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
6. ACCOUNTS PAYABLE | NOTE 6: ACCOUNTS PAYABLE As of December 31, 2017, and 2016, accounts payable were as follows: As of As of 2017 2016 Suppliers $ 93,217 $ 2,237 Seamen 63,623 70,702 Insurers 6,085 21,480 Agents 52,641 16,134 Brokers 12,319 8,081 Managers — 23,966 Other creditors 97,341 115,645 $ 325,226 $ 258,245 |
7. SHORT-TERM DEBT, NET
7. SHORT-TERM DEBT, NET | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
7. SHORT-TERM DEBT, NET | NOTE 7: SHORT-TERM DEBT, NET As of Movement As of Acacia International Ltd $ 300,000 $ (300,000 ) $ — Conquistador Shipping Corporation 1,000,000 (200,000 ) 800,000 Cancellation loan fee 110,000 — 110,000 Total short-term debt 1,410,000 (500,000 ) 910,000 Debt discount (30,000 ) — (30,000 ) Amortization of debt discount 1,989 28,011 30,000 Total short-term debt, net $ 1,381,989 $ (471,989 ) $ 910,000 On November 16, 2016, the Company, through its subsidiary, Poseidon Navigation Corp., signed a Facility Letter with Acacia International Ltd, relating to a short-term credit facility of $300,000. The facility was payable in one balloon payment on December 18, 2016. Borrowings under this facility bore an interest rate of 10% and were due and payable on December 18, 2016. As of December 31, 2016, the Company was in default on the principal and interest payments of this facility. On June 9, 2017 and July 3, 2017, the Company fully repaid all outstanding amounts for this facility. As of December 31, 2017 and 2016, the outstanding balance of the facility was $0 and $300,000, respectively. On November 28, 2016, the Company signed an agreement with Conquistador Shipping Corporation, for the sale of the Vessel in exchange for consideration equaling the amount resulting from the product of the Vessel’s net lightweight, in long tons and the price in U.S. dollars per long ton for bulk carriers as reported by the Baltic Exchange Demolition Assessment Index “B/C_Subcon” issued during the week at which the Company tender 21 days appropriate notice, less 10% total commission (9% address commission and 1% brokerage commission). Under the terms of this agreement, the Company received on December 7, 2016 $1,000,000 less $30,000 address commission. The amount of $1,000,000 bears an interest of 11%, payable each month and is to be paid by the Company to the Buyer. The outstanding principal balance was to be payable in 6 bi-monthly installments of $50,000, followed by a balloon payment of the remaining amount at final date (latest December 18, 2017). Pursuant to this sale agreement, the Company was expected to deliver the Vessel to the Buyer anytime between January 3, 2017 and December 18, 2017 at the Company’s option. If the Vessel was not delivered to the Buyer until December 18, 2017, then the Buyer had the option to cancel the agreement. In such case, the Company has to return the amount of $1,000,000 less any partial repayments of this amount as of the cancellation date, along with any interest due of 11% and an additional interest of 11% as cancellation fee. Further, the agreement provides that the Company has withheld all risks and rewards in relation to the Vessel until this agreement is cancelled either by the Company or the Buyer. The Company has accounted for $1,000,000 as a loan facility from the Buyer, has booked as debt discount the amount of $30,000 and has fully provided for the amount of $110,000 (being the cancellation fee of 11% on $1,000,000). The amount of $110,000 has been included in principal of the loan from the Buyer. Amortization of debt discount is calculated up to December 18, 2017. A corporate guarantee is in place from Boston Carriers, Inc. In addition, a first preferred mortgage has been executed and delivered by the Company in favor of the Buyer on the Vessel and the Company has assigned insurances and earnings in favor of the Buyer in case the Company becomes default in its obligations towards the Buyer, as these are described in the agreement signed on November 28, 2016. The facility contains certain covenants, including a minimum liquidity requirement which requires the Company to maintain a minimum balance of $250,000 beginning March 7, 2017 in order to ensure that the Company has sufficient capital to make prompt payment of trade debt of the Vessel and to limit the amount of additional debt, other than trade debt incurred in the ordinary course of business, that the Company may incurs. Pursuant to the terms of the agreement with the Buyer, the Company may undertake additional debt only after it obtains prior written consent of the Buyer. In addition, the Corporate Guarantor shall not without the prior written consent of the Buyer merge with or be absorbed or be taken over by any third party, pay dividends or make any loans, grant any credit (other than in the ordinary course of business) or give any guarantees or indemnities or assume any third party liabilities, sell, lease, transfer or otherwise dispose of, the whole or any part of its revenues or its assets. The Company was in compliance with the covenants as of December 31, 2016. During fiscal year 2017 and up to the date of this annual report, the Company defaulted certain periods on the minimum liquidity covenant within the agreement with Conquistador Shipping Corporation. As of the date of this annual report, the Company is no longer in default of the minimum liquidity covenant, however, Conquistador Shipping Corporation reserves its rights and remedies with respect to such default as provided in the agreement. During the year ended December 31, 2017, the Company repaid $200,000 to Conquistador Shipping Corporation for this agreement, excluding interest payments. As of December 31, 2017, and the date of this report, the outstanding balance of the facility is $910,000, including the amount of $110,000, as described above. On March 16, 2018, the Company signed an amendment to the agreement with Conquistador Shipping Corporation and agreed the payments due December 18, 2017 to be extended until May 30, 2018. |
8. TRANSACTIONS INVOLVING RELAT
8. TRANSACTIONS INVOLVING RELATED PARTIES | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
8. TRANSACTIONS INVOLVING RELATED PARTIES | NOTE 8: TRANSACTIONS INVOLVING RELATED PARTIES Loan Facilities On November 16, 2016, the Company, through its subsidiary, Poseidon Navigation Corp., signed a Facility Letter with Mr. Antonios Bertsos, the Company’s Chief Executive Officer, Chief Financial Officer and member of Board of Directors, relating to a short-term credit facility of $300,000. The facility was payable by the Company in one balloon payment on June 18, 2017. Borrowings under this facility bore an interest rate of 3% and were due and payable on June 18, 2017. On March 7, 2018, it was agreed the due date to be extended up to December 31, 2018. All other terms remained the same. As of December 31, 2017, and 2016, the accrued interest of the loan was $10,085 and $1,150, respectively, and are included in accrued interest in the consolidated balance sheets. As of December 31, 2017, and 2016, the outstanding balance of the loan was $300,000. On June 6, 2017, the Company, through its subsidiary, Poseidon Navigation Corp., signed a second Facility Letter with Mr. Antonios Bertsos, relating to a short-term credit facility of $200,000. The facility is payable by the Company in one balloon payment on December 31, 2018. Borrowings under this facility bore an interest rate of 3% and are due and payable on December 31, 2018. As of December 31, 2017, the accrued interest of the loan was $3,337, and is included in accrued interest in the consolidated balance sheets. As of December 31, 2017, the outstanding balance of the loan was $200,000. Other Transactions As of As of 2017 2016 Antonios Bertsos $ 47,604 $ — Mim Maritime Inc. (Guarantee) 538,572 — Non executive directors (Annual compensation - cash portion) 16,000 — Mim Maritime Inc. (as Manager) 157,239 — $ 759,415 $ — As of December 31, 2017, Mr. Antonios Bertsos has provided to the Company an aggregate amount of $47,604, which is presented in the consolidated balance sheets under due to related parties and is expected to be repaid during 2018. In December 2017, the Company was involved in an unlawful arrest of its Vessel in India by Zatrix Limited (refer to Note 11). In December 2017, the Company paid $538,572 as a guarantee to lift the arrest of the Vessel. The amount paid as guarantee of $538,572, was provided to the Company from Mim Maritime Inc. and is included in due to related parties in the consolidated balance sheets. On March 3, 2017 Mr. William Corbett joined the Company’s Board of Directors. The annual compensation of the non-employee director will be $100,000 per annum, payable $20,000 in cash and $80,000 in restricted shares of Common Stock (refer to Note 12). No cash payment performed during 2017 and the balance is presented in the consolidated balance sheets under due to related parties and is expected to be repaid during 2018. On August 29, 2017, the Company, through its subsidiary, Poseidon Navigation Corp., signed a ship management agreement with an affiliated company, Mim Maritime Inc. (the “Manager”), for an agreed annual management fee of $182,500. The Company’s controlling shareholder also controls the Manager. Management fees to Manager in 2017 amounted to $62,500, which are presented under management fees in the consolidated statements of operations. As of December 31, 2017, the Company owes the Manager an amount of $157,239 for payments of operating and other expenses. This amount is presented in the consolidated balance sheets under due to related parties and is expected to be repaid during 2018. |
9. UNSECURED CONVERTIBLE PROMIS
9. UNSECURED CONVERTIBLE PROMISSORY NOTES, NET | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
9. UNSECURED CONVERTIBLE PROMISSORY NOTES, NET | NOTE 9: UNSECURED CONVERTIBLE PROMISSORY NOTES, NET Unsecured Convertible Promissory Notes YP Holdings, LLC Various Financial Financial Institution Total Additions $ 3,150,000 $ 1,454,209 $ — $ 4,604,209 Debt discount (3,150,000 ) (1,454,209 ) — (4,604,209 ) Amortization of debt discount 176,380 54,203 — 230,583 Balance at December 31, 2016 $ 176,380 $ 54,203 $ — $ 230,583 Additions — 502,000 — 502,000 Assignment to financial institution (750,000 ) — 750,000 — Debt discount — (502,000 ) (750,000 ) (1,252,000 ) Amortization of debt discount 1,083,164 180,674 67,123 1,330,961 Notes converted to shares of Common Stock (160,400 ) — (40,000 ) (200,400 ) Balance at December 31, 2017 $ 349,144 $ 234,877 $ 27,123 $ 611,144 Current portion $ — $ — $ 3,836 $ 3,836 Non-current portion $ 349,144 $ 234,877 $ 23,287 $ 607,308 (1) YP Holdings, LLC (Conversion Type 1) On December 31, 2015, the Company entered into an Asset Purchase Agreement pursuant to which the Company agreed to acquire all of the assets and liabilities of Boston Carriers Ltd., including a share subscription agreement between Boston Carriers Ltd. and YP (refer to Note 3). On June 9, 2016, the Company and YP agreed to amend and restate the share subscription agreement by entering into an amended and restated securities purchase agreement, pursuant to which, the Company agreed to issue a 10.75% unsecured convertible promissory note in the aggregate principal amount of $3,000,000, with the excess to represent original issue discount, which shall be fully charged to the Company upon the execution of the note and paid to YP as part of the outstanding principal balance as set forth in the note. On April 15, 2016, the Company entered into a second share subscription agreement with YP, under which YP subscribed for $50,000 in convertible, redeemable preferred shares. The amount of $50,000 was received on April 27, 2016. On July 1, 2016, the Company and YP agreed to amend the second share subscription agreement by entering into a second securities purchase agreement, pursuant to which, the Company agreed to issue a second 10.75% unsecured convertible promissory note in the aggregate principal amount of $150,000, with the excess to represent original issue discount, which shall be fully charged to the Company upon the execution of the note and paid to YP as part of the outstanding principal balance as set forth in the note. The maturity dates of the unsecured convertible promissory notes range from May 30, 2026 to July 1, 2026, when any unpaid amount of the principal and the interest liability will be paid in cash. The outstanding principal and the interest liability are payable in shares of Common Stock at holder’s option any time after the effective date and until each note’s respective maturity date. Borrowings under the notes bear an interest rate of 10.75% per annum on the unpaid principal balances, subject to a credit risk adjustment, where, the interest rate shall adjust upward by 98.45 basis points for each amount, if any, equal to $0.05, or any portion thereof that the volume weighted average price of the shares of Common Stock on any trading day during the duration of the notes is below $0.85 per share of Common Stock. The interest rate shall adjust downward by 98.45 basis points for each amount, if any, equal to $0.05, or any portion thereof that the volume weighted average price of the shares of Common Stock on any trading day during the duration of the notes is $1.15 per share of Common Stock. Following this, the interest rate was adjusted accordingly and as of December 31, 2016 and 2017, is approximately 27.85%. The total remaining increase in the interest rate that could potentially affect the Company after December 31, 2017, if the credit risk adjustment will reach its highest point is 0.02% for both convertible notes. The notes and the accrued interest are convertible into Common Stock at a conversion price of 70% of the single lowest closing bid price per share of Common Stock during the 20 trading days immediately preceding the applicable conversion date, at holder’s option, at any time and from time to time until the maturity dates. The Company recorded a debt discount of $3,150,000 for the fair value of the derivative liability and has amortized $1,083,164 and $176,380 of debt discount as of December 31, 2017 and 2016, respectively. The Company identified conversion features embedded within the unsecured convertible promissory notes issued. The Company has determined that the features associated with the embedded conversion option, in the form of a ratchet provision, should be accounted for at fair value, as a derivative liability. The Company has elected to account for these instruments together with fixed conversion price instruments as derivative liabilities as the Company cannot determine if a sufficient number of shares of Common Stock would be available to settle all potential future conversion transactions. For more details, refer to Note 10 below. The first and the second unsecured convertible promissory notes include a 9.99% and 4.99% beneficial ownership limitation blocker, which limits the issuance of additional Common Stock to the holder of the notes, if the holder beneficially owns 9.99% and 4.99% of the Company’s issued and outstanding Common Stock, at any time. On January 23, 2017, the Company and YP, executed an amendment in the June 9, 2016 unsecured convertible promissory note to include a beneficial ownership limitation clause. In this amendment it was added that, in no event YP shall be entitled to convert any portion of the June 9, 2016 note in excess of that portion of that note upon conversion of which the sum of the number of shares of Common Stock beneficially owned by YP and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this note and other notes with YP or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and the number of shares of Common Stock issuable upon the conversion of the portion of that note with respect to which the determination of this proviso is being made, would result in beneficial ownership by YP and its affiliates of more than 4.99% of the outstanding shares of Common Stock. The securities purchase agreements and the unsecured convertible promissory notes contain certain covenants, including, among others, that the Company shall timely file all reports required to be filed with the SEC, will maintain and preserve all of its properties which are necessary in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply, at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any forfeiture or material loss thereof or thereunder. In addition, so long as any portion of the notes remains outstanding, the Company shall take all actions necessary to at all times have authorized and reserved for the purpose of issuance of: (a) the first unsecured convertible promissory note, a number of shares of Common Stock equal to thrice the number of shares of Common Stock sufficient to immediately issue all shares of Common Stock potentially issuable upon any conversion of the note at such time and (b) the second unsecured convertible promissory note, no less than 100% of the maximum number of conversion shares of Common Stock initially issuable upon conversion of the note. As of December 31, 2016, no portion of any of these notes was converted. During the year ended December 31, 2017, the Company issued 151,031,278 shares of Common Stock for the partial conversion of the YP unsecured convertible promissory note dated June 9, 2016. With the issuance of the Common Stock was converted an aggregate of $160,400 and $41,378 from the unsecured convertible promissory note and its interest liability, respectively. As an inducement to convert, the Company provided make-whole interest for 2017 debt conversions. Make-whole interest was settled through issuance of shares of Common Stock on the date of conversion. This resulted in debt conversion charge of $383,690 in 2017, and is included in interest and finance expenses in the consolidated statements of operations. On December 18, 2017, YP and a third party financial institution (the “Assignee”) signed an agreement for the assignment from YP and the assumption by the Assignee of all YP’s rights with respect to $750,000 of the principal (but excluding any accrued and unpaid interest thereon) under the first unsecured convertible note issued by the Company on June 9, 2016. At the same time the Company entered into an exchange agreement with the Assignee, pursuant to which agreed with the Assignee to exchange the $750,000 old note for a newly issued unsecured convertible promissory note in the principal amount of $750,000. For further details, refer to (3) Unsecured Convertible Note to Financial Institution (Conversion Type 3) below. The movements and the balance of the notes are reflected in the table above. (2) Unsecured Convertible Promissory Notes to Various Financial Institutions and Third Parties (Conversion Type 2) From July 1, 2016 to November 18, 2016, the Company entered into seven securities purchase agreements, with four financial institutions (including YP for the amount of $280,000) and a service provider, pursuant to which, the Company agreed to issue seven 10.75% unsecured convertible promissory notes in the aggregate principal amounts of $1,454,209. The five unsecured convertible promissory notes were issued in relation to the receipt of their respective aggregate agreed amounts of $830,000, whereas the remaining two were issued to replace two promissory notes issued to third parties for the amounts of $250,000 (as assigned and including $50,000 original issue discount at inception date and any unpaid interests up to that date amounting to $5,833) and $355,880 (for consulting services rendered to the Company and including any unpaid interests up to that date amounting to $12,496). The two promissory notes, bore an interest rate of 8% per annum and had maturity date June 30, 2016 and May 30, 2016, respectively. On March 9, 2017, the Company entered into a securities purchase agreement with YP Holdings, LLC, pursuant to which, the Company agreed to issue 10.75% unsecured convertible promissory notes for an aggregate principal amount up to $5,000,000 within the next 3 years. During 2017, the Company received an aggregate amount of $502,000 in relation to the securities purchase agreement. The maturity dates of the unsecured convertible promissory notes issued in 2016 range from May 30, 2026 to November 22, 2026 and for the unsecured convertible promissory notes issued in 2017 on March 31, 2027, when any unpaid amount of the principal and the interest liability will be paid in cash. The outstanding principal and the interest liability are payable in shares of Common Stock at holder’s option any time after the effective date and until each note’s respective maturity date. Borrowings under the notes bear an interest rate of 10.75% per annum on the unpaid principal balances, subject to a credit risk adjustment, where for the notes issued during 2016, the interest rate shall adjust upward by 98.45 basis points for each amount, if any, equal to $0.05, or any portion thereof that the volume weighted average price of the shares of Common Stock on any trading day during the duration of the notes is below $0.85 per share of Common Stock. The interest rate shall adjust downward by 98.45 basis points for each amount, if any, equal to $0.05, or any portion thereof that the volume weighted average price of the shares of Common Stock on any trading day during the duration of the notes is $1.15 per share of Common Stock. For the notes issued during 2017, the interest rate shall adjust upward by 98.45 basis points for each amount, if any, equal to $0.05, and not on any portion thereof that the volume weighted average price of the shares of Common Stock on any trading day during the duration of the notes is below $0.85 per share of Common Stock. The interest rate shall adjust downward by 98.45 basis points for each amount, if any, equal to $0.05, and not on any portion thereof that the volume weighted average price of the shares of Common Stock on any trading day during the duration of the notes is $1.15 per share of Common Stock. Following this, the interest rate was adjusted accordingly and as of December 31, 2016 and 2017, is approximately 27.85%. The total remaining increase in the interest rate that could potentially affect the Company after December 31, 2017, if the credit risk adjustment will reach its highest point is 0.02% for both convertible notes. The notes and the accrued interest are convertible into Common Stock at a conversion price of 70% of the single lowest closing bid price per share of Common Stock during the period beginning 30 trading days prior to the date of each conversion notice, and ending 30 trading days after the later of, such date or when all applicable shares of Common Stock have actually been received by the holder, at holder’s option, at any time and from time to time until the maturity dates. The Company recorded a debt discount of $1,454,209 for the fair value of the derivative liability and has amortized $54,203 of debt discount as of December 31, 2016. As of December 31, 2017, the Company recorded additional debt discount of $502,000 for the fair value of the derivative liability and has amortized $180,674 of debt discount. The Company identified conversion features embedded within the unsecured convertible promissory notes issued. The Company has determined that the features associated with the embedded conversion option, in the form of a ratchet provision, should be accounted for at fair value, as a derivative liability. The Company has elected to account for these instruments together with fixed conversion price instruments as derivative liabilities as the Company cannot determine if a sufficient number of shares of Common Stock would be available to settle all potential future conversion transactions. For more details, refer to Note 10 below. The unsecured convertible promissory notes include a 4.99% beneficial ownership limitation blocker, which limits the issuance of additional Common Stock to the holders of the notes, if each holder beneficially owns 4.99% of the Company’s issued and outstanding Common Stock, at any time. The securities purchase agreements and the unsecured convertible promissory notes contain certain covenants, including, among others, that the Company shall timely file all reports required to be filed with the SEC, will maintain and preserve all of its properties which are necessary in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply, at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any forfeiture or material loss thereof or thereunder. In addition, so long as any portion of the notes remains outstanding, the Company shall take all actions necessary to at all times have authorized and reserved for the purpose of issuance, no less than 100% of the maximum number of conversion shares of Common Stock initially issuable upon conversion of the notes. As of December 31, 2017, and 2016, no portion of any of these notes was converted. The movements and the balance of the notes are reflected in the table above. (3) Unsecured Convertible Note to Financial Institution (Conversion Type 3) As discussed in (1) YP Holdings, LLC (Conversion Type 1) above, on December 18, 2017, YP and the Assignee signed an agreement for the assignment from YP and the assumption from the third party of all YP’s rights with respect to $750,000 of the principal (but excluding any accrued and unpaid interest thereon) under the first unsecured convertible note issued by the Company on June 9, 2016. As a result, at the same time the Company signed an exchange agreement with the Assignee, where among others agreed, that the Assignee will exchange the $750,000 old note assumed from YP for a newly issued unsecured convertible note in the principal amount of $750,000. The maturity date of the unsecured convertible note is December 17, 2018, when any unpaid amount of the principal and the interest liability will be paid in cash. The outstanding principal and the interest liability are payable in shares of Common Stock at holder’s option any time after the effective date and until the maturity date. The Company shall pay interest to the holder on the aggregate unconverted and then outstanding principal amount of this note at the rate of 15% per annum, fully paid at day one, payable on each conversion date and on the maturity date in cash or, at the Company’ s option, in shares of Common Stock or a combination thereof. In case of prepayment by the Company earlier than December 17, 2018, the Company shall make payment to the holder an amount in cash, or subject to the beneficial ownership limitation then outstanding principal amount of this note being prepaid and accrued interest thereon multiplied by 140%. The note and the accrued interest are convertible into Common Stock at a conversion price which will be the lesser of: (i) the lowest daily volume weighted average price (“VWAP”) of the Common Stock, discounted at a rate of 25%, for the ten trading days prior to but not including the date upon which the holder delivers the notice of conversion, and (ii) $0.03 per share (as may be adjusted for stock splits, stock dividends, subdivisions or combinations of, or similar transactions in, the Common Stock. The Company recorded a debt discount of $750,000 for the fair value of the derivative liability and has amortized $67,123 of debt discount as of December 31, 2017. The Company identified conversion features embedded within the unsecured convertible note issued. The Company has determined that the features associated with the embedded conversion option, in the form of a ratchet provision, should be accounted for at fair value, as a derivative liability. The Company has elected to account for these instruments together with fixed conversion price instruments as derivative liabilities as the Company cannot determine if a sufficient number of shares of Common Stock would be available to settle all potential future conversion transactions. For more details, refer to Note 10 below. The unsecured convertible note includes a 4.99% beneficial ownership limitation blocker, which limits the issuance of additional Common Stock to the holder of the note, if the holder beneficially owns 4.99% of the Company’s issued and outstanding Common Stock, at any time. The unsecured convertible note contains certain covenants, including, among others, that (i) the Company shall timely file all reports required to be filed with the SEC; (ii) will not occur any levy upon or seizure or attachment outside of normal course of business which will be undisputed by the Company which will cause any uninsured loss of or damage to, any property of the Company or any subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $1,500,000 per vessel (this amount to be multiplied by the number of vessels the Company operates at the time of such levy, seizure or attachment), and any such levy, seizure or attachment shall not be set aside, bonded or discharged within thirty (30) days after the date thereof; (iii) the Company or any significant subsidiary shall not default or fail to rectify such default within (3) months on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $1,000,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable; (iv) so long as any portion of the note remains outstanding, the Company shall take all actions necessary to at all times have authorized and reserved for the purpose of issuance, no less than 300% of the maximum number of conversion shares of Common Stock issuable upon conversion of the principal amount of the note. On December 20, 2017, the Company issued 4,906,667 shares of Common Stock for the partial conversion of the unsecured convertible note. With the issuance of the Common Stock was converted an aggregate of $40,000 and $6,000 from the unsecured convertible note and its interest liability, respectively. The movements and the balance of the note are reflected in the table above. During the period from January 1, 2018 until the date of this report, the Company issued 13,813,814 shares of Common Stock for the partial conversion of the unsecured convertible note dated December 18, 2017. With the issuance of the Common Stock was converted an aggregate of $100,000 and $15,000 from the unsecured convertible note and its interest liability, respectively. The amounts shown as interest and finance costs in the consolidated statements of operations include the following: Year ended Year ended Year ended 2017 2016 2015 Interest expense $ 1,472,017 $ 782,809 $ — Cancellation fee — 110,000 — Debt conversion charge 383,690 — — Other interest and finance costs, net 40,978 11,167 — Interest and finance expenses $ 1,896,685 $ 903,976 $ — The payments required at maturity under the Company’s outstanding debt as of December 31, 2017 are as follows: 2018 $ 2,120,000 2019 — 2020 — 2021 — Thereafter 4,195,809 Total $ 6,315,809 |
10. FINANCIAL INSTRUMENTS CARRI
10. FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
10. FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE | NOTE 10: FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE The principal financial assets of the Company consist of cash and cash equivalents and restricted cash. The principal financial liabilities of the Company consist of short-term debt, unsecured convertible promissory notes, derivative liability and accrued stock-based compensation. Fair Value of Financial Instruments Financial instruments are stated at their fair values. The carrying amounts of the following financial instruments approximate their fair values due to their relatively short maturities: cash and cash equivalents and restricted cash. The fair values of short-term debt, unsecured convertible promissory notes, derivative liability and accrued stock-based compensation are estimated by taking into consideration the Company’s creditworthiness and the market value of the underlying mortgage assets. The estimated fair values of the Company’s financial instruments were as follow: Book Value Fair Value Book Value Fair Value December 31, 2017 December 31, 2016 Assets Cash and cash equivalents $ 209,663 $ 209,663 $ 13,718 $ 13,718 Restricted cash $ 953 $ 953 $ 1,125 $ 1,125 Liabilities Current portion of debt $ 1,410,000 $ 1,410,000 $ 1,681,989 $ 1,681,989 Current and non-current portion of unsecured convertible promissory notes, net $ 611,144 $ 611,144 $ 230,583 $ 230,583 Derivative liability $ 13,013,260 $ 13,013,260 $ 7,493,066 $ 7,493,066 Accrued stock-based compensation $ 64,000 $ 64,000 $ 1,700,000 $ 1,700,000 Derivative Liabilities The Company identified conversion features embedded within the unsecured convertible promissory notes issued and their accrued interest (refer to Note 9). The Company has determined that the features associated with the embedded conversion option, in the form of a ratchet provision, should be accounted for at fair value, as a derivative liability. The Company has elected to account for these instruments together with fixed conversion price instruments as derivative liabilities as the Company cannot determine if a sufficient number of shares of Common Stock would be available to settle all potential future conversion transactions. The fair value of the conversion feature is summarized as follows: Derivative Liability Allocated to Debt Discount Movement Balance at December 31, 2016 Allocated to Debt Discount Movement Balance at December 31, 2017 YP Holdings, LLC (Conversion type 1) $ 3,150,000 $ 2,049,875 $ 5,199,875 $ (910,400 ) $ 2,557,718 $ 6,847,193 Various financial institutions and third parties (Conversion type 2) 1,454,209 838,982 $ 2,293,191 502,000 2,269,154 $ 5,064,345 Financial institution (Conversion type 3) — — — 710,000 391,722 1,101,722 Total $ 4,604,209 $ 2,888,857 $ 7,493,066 $ 301,600 $ 5,218,594 $ 13,013,260 Derivative Expense Day One Loss (Gain)/Loss in Change in Fair Value of Embedded Derivative Liability Ending Balance YP Holdings, LLC (Conversion type 1) $ 4,471,289 $ (321,410 ) $ 4,149,879 Various financial institutions and third parties (Conversion type 2) 970,536 (131,558 ) 838,978 Year ended December 31, 2016 $ 5,441,825 $ (452,968 ) $ 4,988,857 YP Holdings, LLC (Conversion type 1) $ — $ 4,114,627 $ 4,114,627 Various financial institutions and third parties (Conversion type 2) 870,813 1,398,341 2,269,154 Financial institution (Conversion type 3) 914,541 (527,859 ) 386,682 Year ended December 31, 2017 $ 1,785,354 $ 4,985,109 $ 6,770,463 The Company recorded a day one derivative expense and a gain in change in fair value of embedded derivative liability of $5,441,825 and $452,968, respectively, for the year ended December 31, 2016. The Company recorded a day one derivative expense and a loss in a change in fair value of embedded derivative liability of $1,785,354 and $4,985,109, respectively, for the year ended December 31, 2017. The fair value of the derivative liability was estimated using the Income Approach and the Black Scholes option pricing model. The maturity dates of the unsecured convertible promissory notes range from December 17, 2018 to March 31, 2027. The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions: Year ended December 31, 2017 Commitment Date Re-measurement Date Year ended December 31, 2016 Commitment Date Re-measurement Date Expected dividends: 0% 0% Expected dividends: 0% 0% Expected volatility: 246.51% - 368.52% 367.11% Expected volatility: 250.12% 250.12% Expected term: 1 - 9 Years 1 - 9 Years Expected term: 10 Year 10 Year Risk free interest rate: 2.31% - 2.62% 2.40% Risk free interest rate: 1.46% - 2.33% 2.45% Share Settled True-up Clauses During 2017 and 2016, in connection with the executive employment agreement and the annual compensations of the non-employee directors (refer to Note 12), the Company granted certain share true-up clauses. Pursuant to the share true-up clauses, the Company may issue additional shares of Common Stock (“True-up shares”), so that during the true-up period the aggregate value of the said shares of Common Stock be always maintained at a minimum as the aggregate value of the agreed amount less any collected amounts after the sale of the issued shares of Common Stock by each individual. Because of these terms, the true-up clauses have been accounted for pursuant to ASC 480, which states that separate financial instruments that are settled through the issuance of a variable number of shares should be accounted for as liabilities at fair value, with changes in fair value recorded to earnings. The Company measures the initial fair value of these liabilities based on the amount originally due pursuant to the agreement. The accounting for the original issuance of shares of Common Stock was an increase in shares of Common Stock and additional paid-in capital and a decrease in the original liability. Quarterly, the Company measures its obligation to issue additional True-up shares according to the true-up clauses and records a liability if required. Once True-up shares are issued, this is recorded first as a reduction to the liability and any excess valuation as additional stock-based compensation expense. When the Company receives notification of cash proceeds less than the settlement value, the amount of the cash proceeds received by the counterparty are recorded as a reduction in the liability and is treated as a gain. Upon expiration of the true-up clauses or the satisfaction through sale of shares issued by the counterparty, any remaining liability will be treated as a gain (or netted against stock-based compensation expense). As of December 31, 2017, the Company was not required to issue additional True-up shares and as a result, no additional liability was booked. During the year ended December 31, 2017, an additional aggregate net expense of $2,454,130 was recorded in relation to the issuance of shares of Common Stock, the True-up shares and the effect of the resignations of two of the members of Board of Directors (refer to Note 12). Fair Value Measurements The estimated fair value of the Company’s financial instruments that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows: Level 1: Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3: Inputs that are unobservable. The following tables present the fair value of Company’s financial instruments and are categorized using the fair value hierarchy: Total Level 1 Level 2 Level 3 December 31, 2017 Assets Cash and cash equivalents $ 209,663 $ 209,663 $ — $ — Restricted cash $ 953 $ 953 $ — $ — Liabilities Current portion of debt $ 1,410,000 $ — $ 1,410,000 $ — Current and non-current portion of unsecured convertible promissory notes, net $ 611,144 $ — $ 611,144 $ — Derivative liability $ 13,013,260 $ — $ — $ 13,013,260 Accrued stock-based compensation $ 64,000 $ — $ 64,000 $ — December 31, 2016 Assets Cash and cash equivalents $ 13,718 $ 13,718 $ — $ — Restricted cash $ 1,125 $ 1,125 $ — $ — Liabilities Current portion of debt $ 1,681,989 $ — $ 1,681,989 $ — Current and non-current portion of unsecured convertible promissory notes, net $ 230,583 $ — $ 230,583 $ — Derivative liability $ 7,493,066 $ — $ — $ 7,493,066 Accrued stock-based compensation $ 1,700,000 $ — $ 1,700,000 $ — The fair value of the Company’s long-term debt is estimated based on currently available debt with similar contract terms, interest rates and remaining maturities, published quoted market prices, evaluation of the estimated fair market values for the Vessel, which is pledged under the debt, as well as taking into account the Company’s creditworthiness. The fair value of the derivative liability was estimated using the Black Scholes option pricing model for the years ended December 31, 2016 and 2017. The fair value at the measurement date is equal to the carrying value on the balance sheet. Interest Rate Risk Interest rate risk arises on borrowings. Considering its financial position, the Company monitors the interest rate on borrowings closely to ensure that the borrowings are maintained at favorable rates. The interest rates relating to the short-term debt and the unsecured convertible promissory notes are disclosed in Notes 7, 8 and 9. Concentration of Credit Risk The Company believes that no significant credit risk exists with respect to the Company’s cash due to the spread of this risk among various different banks. Credit risk with respect to trade accounts receivable is reduced by the Company by chartering the Vessel to established charterers. Cash deposits in excess of amounts covered by FDIC or Eurozone - provided insurance are exposed to loss in the event of non-performance by financial institutions. 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 or Eurozone, as remote. As of December 31, 2017, the Company does not have amounts above the FDIC insurance amount of $250,000. Deposits in excess of the Eurozone limits of Euro 100,000 totaled $70,681 at December 31, 2017. As of December 31, 2016, the Company did not maintain cash deposits in excess of the provided insurance limits. |
11. COMMITMENT AND CONTINGENCIE
11. COMMITMENT AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
11. COMMITMENT AND CONTINGENCIES | NOTE 11: COMMITMENTS AND CONTINGENCIES Commitments In August 2014, the Company entered into a one year office lease agreement, with a commencement date on June 1, 2014 and expiring date on May 31, 2015. After May 31, 2015, the office space was being occupied on a month to month basis up to May 31, 2016. The monthly rent was $477 (including tax) per month. Total rent expense in relation to the aforementioned office space occupation for the years ended December 31, 2016 and 2015 was $2,385 and $4,770, respectively and is included in continuing operations. During the period from September 2016 until June 2017, the Company maintained offices in Athens, Greece, subject to a monthly renewal basis and paid Euro 1,400 per month. Since July 2017, the shipmanagement company of the Vessel provides office accommodation to the Company on a cost free basis. On August 26, 2014, the Company entered into an employment agreement with Osnah Bloom, the Company’s former Chief Executive Officer and former principal shareholder. The agreement was for a period of two years unless renewed or extended by both parties. The agreement provided for an annual base salary of $80,000. Osnah Bloom was also eligible for a bonus payment based on the gross revenue achieved by the Company at the end of each twelve-month period following commencement of this agreement. The bonuses ranged from $40,000 to $100,000 for gross revenues ranging from $3,750,000 to $7,500,000 and over $7,500,000. As of December 31, 2015, the Company did not reach the targeted gross revenues. Therefore, Osnah Bloom did not receive any bonuses in 2015. This employment agreement was subsequently terminated and replaced by a consulting agreement effective January 1, 2016, which was voluntarily terminated on April 30, 2016. The monthly consulting fee was $6,250. On January 1, 2016, and as part of this consulting agreement, the Company issued 5,255 shares of Common Stock to the former CEO with a fair value of $44,667. On August 22, 2016, the Company entered into an executive employment agreement with Mr. Antonios Bertsos, the Company’s Chief Executive Officer, Chief Financial Officer and member of Board of Directors. Upon the occurrence of a change of control as defined in the executive employment agreement with Mr. Antonios Bertsos, the Company shall pay to Mr. Antonios Bertsos a lump sum cash amount equal to twenty times the sum of his then-current base salary and pro rata portion of any annual bonus, if any, in U.S. dollars, within 30 days following the effectiveness of the termination. Mr. Antonios Bertsos’ current base salary is $1,500,000 (refer to Note 12). During 2016, the Company engaged two unaffiliated third party companies, to provide to its Vessel certain ship management services. The first ship management company was Marine Spirit (Management) S.A. (the “Marine Spirit”), an affiliated company of Nikiforos Shipping S.A., the Lessor under the Bareboat Charter agreement signed on January 28, 2016 (refer to Note 5). Total management fees to Marine Spirit from February 13, 2016 (the date of the delivery of the Vessel) up to December 7, 2016 (the date of the acquisition of the Vessel), were $144,773 and are included in management fees in the accompanying consolidated statements of operations. In addition, upon acquisition of the Vessel the company signed a ship management agreement with another unaffiliated company, Antares Shipmanagement S.A., which was terminated on August 29, 2017. The agreed annual management fee with Antares Shipmanagement S.A. was $182,500 ($500 per day). On August 29, 2017, the Company, through its subsidiary, Poseidon Navigation Corp., signed a ship management agreement with an affiliated company, Mim Maritime Inc. (the “Manager”), for an agreed annual management fee of $182,500. The Company’s controlling shareholder also controls the Manager. Management fees to Manager in 2017 amounted to $62,500, which are presented under management fees in the consolidated statements of operations (refer to Note 8). In December 2017, the Company entered into a contract to acquire a 45,950 dwt, 1996 built, drybulk vessel. Pursuant to the contract, the Company will provide a down payment of $500,000 together with the issuance of 10,000,000 shares of Common Stock, subject to restriction for four years, at a price of $0.05 per share prior to delivery of the vessel and $2,191 per day for five years commencing on the date of delivery of the said vessel. At the conclusion of the five years, the vessel will be fully owned by the Company without any further payment. The vessel has not yet been delivered to the Company. On March 7, 2018, the cancellation date for delivery was extended from April 4, 2018, to July 30, 2018. Contingencies In November 2014, the Company had a dispute with a former officer and shareholder. In March 2015, the Company entered into a settlement agreement with the former officer and shareholder. Under the terms of the agreement, the Company agreed to pay $19,250 and forgive the $5,000 note receivable paid to the former officer and shareholder. The former officer and shareholder agreed to relinquish his interest in the Company, including 4,260 shares of the Company’s Common Stock. As of December 31, 2015, the Company paid $19,250 to the former officer and shareholder and the shares of Common Stock ownership returned to the Company. In December 2017, the Company was involved in an unlawful arrest of its Vessel in India by Zatrix Limited (“Zatrix”), an entity controlled by a 26% shareholder of the former owner of its Vessel, Nikiforos Shipping S.A. (the “Former Owner”). Zatrix alleged it previously made a shareholder’s loan to the Former Owner, and that such loan is attached to the Vessel after the sale. However, Zatrix previously consented to the sale of the Vessel free and clear of debts, liens or legal claims as per the terms of the sale agreement. In December 2017, the Company paid $538,572 as a guaranty to lift the arrest of the Vessel. The case was heard by the Indian courts in April 9, 2018, where it was ordered by the court the release of the security back to the Company. However, as of the date of this report, the suit still remains open and the Company will appeal for the case to be fully closed. No other provision for a receivable amount has been recognized yet, except the guarantee amount of $538,572 which is included in other receivables in the consolidated balance sheets. The amount paid as guarantee of $538,572, was provided to the Company from Mim Maritime Inc. and is included in due to related parties in the consolidated balance sheets (refer to Note 8). The Company is currently not aware of any other such legal proceedings or claims that believes they 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. |
12. STOCK-BASED COMPENSATION
12. STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Compensation Related Costs [Abstract] | |
12. STOCK-BASED COMPENSATION | NOTE 12: STOCK-BASED COMPENSATION Company’s Chief Executive Officer, Chief Financial Officer and Member of Board of Directors On August 22, 2016, the Company entered into an executive employment agreement with Mr. Antonios Bertsos, the Company’s Chief Executive Officer, Chief Financial Officer and member of Board of Directors. Pursuant to the terms of the executive employment agreement, Mr. Antonios Bertsos will be entitled to receive, beginning January 1, 2016 through December 31, 2026 (unless earlier terminated) (and shall be automatically renewed for successive one year periods unless either party provides written notice of intention not to renew this agreement), an annual base salary of $1,500,000, subject to annual review by the Board of Directors, payable in restricted shares of the Company’s Common Stock. Any shares of Common Stock issued in connection to the base salary or the annual bonus will be subject to 48 month lock-up restriction beginning on the date of issuance. The base salary shall be paid to Mr. Antonios Bertsos before April 30 of each year in advance. In addition, beginning in 2017 and during each fiscal year of the employment period, Mr. Antonios Bertsos shall be eligible to earn an annual bonus, upon achievement of agreed-upon factors subject to determination by the Board of Directors, no later than 60 days following the start of each performance period. The annual bonus shall be payable in restricted shares of the Company’s Common Stock. There was no such bonus agreed to for 2017 and 2018. The number of the restricted shares of Common Stock to be issued shall be calculated by dividing the base salary and the annual bonus by the average closing price of the Company’s Common Stock for the last ten trading days prior to the date the restricted shares of Common Stock are issued. At the end of every quarter and for five years thereafter, additional restricted shares of Common Stock (“True-up shares”) may be issued by dividing the base salary and the annual bonus by the average closing price of the last ten trading days preceding the date the additional restricted shares of Common Stock are issued and then deducting from that number of restricted shares of Common Stock any initial restricted shares of Common Stock or additional restricted shares of Common Stock previously issued in relation to the payment of the corresponding year’s base salary and the annual bonus, so that during the true-up period the aggregate value of the said shares of Common Stock be always maintained at a minimum as the aggregate value of the agreed amount less any collected amounts after the sale of the issued shares of Common Stock by the individual. Upon the occurrence of a change of control as defined in the executive employment agreement with Mr. Antonios Bertsos, the Company shall pay or provide to Mr. Antonios Bertsos any earned but unpaid base salary, reimbursement of any and all reasonable expenses paid or incurred by Mr. Antonios Bertsos in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date and any accrued but unused vacation time through the termination date in accordance with the Company policy. In addition, the Company shall pay to Mr. Antonios Bertsos a lump sum cash amount equal to twenty times the sum of his then-current base salary and pro rata portion of any annual bonus, if any, in U.S. dollars, within 30 days following the effectiveness of the termination. During the years ended December 31, 2017 and 2016, the Company recognized for Mr. Antonios Bertsos total stock-based compensation cost of $1,500,000 and $1,500,000, respectively. Because of the true-up clauses, the executive employment agreement represents freestanding financial instrument that meets the criteria of ASC 480 to be accounted for as variable share settled debt (refer to Share Settled True-up Clauses in Note 10). As of December 31, 2017, and 2016, 928,792,570 and 0 shares of Common Stock were issued, respectively, in relation to the employment agreement. Upon agreement with Mr. Antonios Bertsos, any additional True-up shares were to be issued for his 2016 and 2017 salary during 2017, were not issued. However, he reserves he rights and if any additional True-up shares may be needed to be issued according to the terms of his executive employment agreement, these will be issued according to future quarter evaluations. In addition, it was agreed that any shares to be issued for his 2018 annual base salary will be issued after July 2018. Non-executive Directors On March 3, 2017 Mr. William Corbett joined the Company’s Board of Directors. The annual compensation of the non-employee director will be $100,000 per annum, payable $20,000 in cash and $80,000 in restricted shares of Common Stock. Any shares of Common Stock issued in connection to the annual compensation will be subject to 48 month lock-up restriction beginning on the date of issuance. The number of restricted shares of Common Stock to be issued shall be calculated by dividing the annual compensation payable in shares of Common Stock, by the average closing price of the Company’s Common Stock for the last ten trading days prior to the date the restricted shares of Common Stock are issued. The restricted shares of Common Stock will be issued on a quarterly basis in arrears. At the end of every quarter and for five years thereafter, additional restricted shares of Common Stock may be issued by dividing the annual compensation payable in shares of Common Stock by the average closing price of the last ten trading days preceding the date that these additional restricted shares of Common Stock are issued and then deducting from that number the restricted shares of Common Stock previously issued for the annual compensation payable in shares of Common Stock, so that during the true-up period the aggregate value of the said shares of Common Stock be always maintained at a minimum as the aggregate value of the agreed amount less any collected amounts after the sale of the issued shares of Common Stock by the individual. During the years ended December 31, 2017, the Company recognized for the annual compensation of the non-employee director a total stock-based compensation cost of $64,000. Because of the true-up clauses, the annual compensation of the non-employee director represents freestanding financial instrument that meets the criteria of ASC 480 to be accounted for as variable share settled debt (refer to Share Settled True-up Clauses in Note 10). Upon agreement with Mr. Corbett, any shares of Common Stock were to be issued for his 2017 compensation during 2017, were not issued and these shares of Common Stock will be issued after July 2018. In addition, it was agreed that any shares to be issued for his 2018 annual base salary will be issued after July 2018. On February 14, 2017 and August 31, 2017, Mr. Harris Frangos and Mr. Fred Pier resigned from the Company’s Board of Directors for personal reasons. The annual compensation of the two non-employee directors was $100,000 per annum, payable in restricted shares of Common Stock. Any shares of Common Stock issued in connection to the annual compensation would be subject to 48 month lock-up restriction beginning on the date of issuance. The number of restricted shares of Common Stock to be issued were to be calculated by dividing the annual compensation by the average closing price of the Company’s Common Stock for the last ten trading days prior to the date the restricted shares of Common Stock were issued. The restricted shares of Common Stock were to be issued on a quarterly basis in arrears. At the end of every quarter and for five years thereafter, additional restricted shares of Common Stock might be issued by dividing each annual compensation by the average closing price of the last ten trading days preceding the date that these additional restricted shares of Common Stock were issued and then deducting from that number the restricted shares of Common Stock previously issued for the annual compensation, so that during the true-up period the aggregate value of the said shares of Common Stock be always maintained at a minimum as the aggregate value of the agreed amount less any collected amounts after the sale of the issued shares of Common Stock by the individuals. As of December 31, 2016, no shares of Common Stock were issued, in relation to the annual compensation of the two non-employee directors of the Company. On March 11, 2017, the Company issued 66,667 restricted shares of Common Stock to Mr. Pier and 66,667 shares of Common Stock to Mr. Frangos, for the settlement of their 2016 annual compensation as non-employee directors. Mr. Frangos’ shares of Common Stock were not subject to a lockup period, after his resignation in February 2017 and upon agreement with the Company. However, no additional shares will be issued in the future to Mr. Frangos. No additional shares will be issued in the future to Mr. Pier, too, as upon his resignation he declared that he is not entitled to any future benefits from the Company. During the years ended December 31, 2017 and 2016, the Company recognized for the annual compensation of the two non-employee directors a total stock-based compensation cost of $78,904 and $200,000, respectively. Because of the true-up clauses, the annual compensations of the non-employee directors represent freestanding financial instrument that meet the criteria of ASC 480 to be accounted for as variable share settled debt (refer to Share Settled True-up Clauses in Note 10). |
13. STOCKHOLDERS' EQUITY
13. STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
13. SHAREHOLDERS' (DECIFIT)/EQUITY | NOTE 13: SHAREHOLDERS’ (DECIFIT)/EQUITY Alteration of Share Capital and Preferred Share Capital a) July 16, 2014 (all shares and par value of Common Stock are presented as were before the reverse stock split of the Company’s shares of Common Stock on May 23, 2017) On July 16, 2014, the Company increased the authorized shares of Common Stock from 100,000,000 to 300,000,000 shares of Common Stock with the par value remaining at $0.001 per share of Common Stock. b) June 23, 2015 (all shares and par value of Common Stock are presented as were before the reverse stock split of the Company’s shares of Common Stock on May 23, 2017) On June 23, 2015, the company amended its Articles of Incorporation to increase the total number of shares of all classes of shares to 2,010,000,000 shares, of which 2,000,00,000 shares were Common Stock with a par value of $0.0001 per share, and 10,000,000 shares were Serial Preferred Shares with a par value of $0.0001 per share. c) March 21, 2016 (all shares, preferred shares and par values are presented as were before the reverse stock split of the Company’s shares of Common Stock and the filing of the Amended and Restated Articles of Incorporation of the Company on May 23, 2017) 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 capital stock that the Company was authorized to issue was two billion and ten million (2,010,000,000) shares, of which: (i) two billion (2,000,000,000) shares were registered shares of Common Stock, each with a par value of US$0.0001 per share of Common Stock; (ii) one million eight hundred and fifty thousand (1,850,000) shares were registered preferred shares, each with a par value of US$0.0001 per share (the “Series A Preferred shares”). The Series A Preferred shares were converted into shares of Common Stock at a rate of 1,000 Common Shares for each Series A Preferred share, on July 26, 2016, following the distribution by the Company of a cash dividend to the shareholders of its Common Stock of all amounts received by the Company as a refund to the Company from the United States Internal Revenue Service in connection with the Company’s 2014 federal tax return less a maximum of $20,000 which would be used solely to pay the Company’s obligation under a settlement agreement relating to a lawsuit against the Company at that time (the “Dividend”). The Series A Preferred shares were not participating shares and prior to conversion the holders thereof did not receive any dividend or other distribution from the Company and no portion of the Dividend was distributed for the benefit of the holders of Series A Preferred shares. Prior to conversion, however, the holders of Series A Preferred shares were entitled to vote on all matters on which holders of Common Stock were entitled to vote and voted as if such Series A Preferred shares had converted, provided however, that the holders of Series A Preferred shares were not entitled to vote on any matter which would amend the terms of and restrictions on the Series A Preferred shares; (iii) two hundred and fifty thousand (250,000) shares were registered preferred shares, each with a par value of US$0.0001 (the “Series B Preferred shares”) with the holder of these Series B Preferred shares having the right to convert the such shares into Common Stock at a ratio of ten shares of Common Stock for each Series B Preferred share held and having no other right; (iv) seven million nine hundred thousand (7,900,000) shares were registered preferred shares, each with a par value of US$0.0001. Upon filing of the Articles of Conversion, the Company switched the names of its then existed 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 to Series A Preferred shares. The non-redeemable, convertible preferred shares totaling 250,000 shares, which were issued and outstanding as of December 31, 2015, were subsequently renamed to Series B Preferred shares. d) April 1, 2016 (all shares, preferred shares and par values are presented as were before the reverse stock split of the Company’s shares of Common Stock and the filing of the Amended and Restated Articles of Incorporation of the Company on May 23, 2017) Effective April 1, 2016, following receipt of approval by the Company’s Board of Directors and by the holder of approximately 92.5% of the Company’s 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 Company’s 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 were registered shares of Common Stock, par value of US$0.0001, per share of Common Stock; (ii) five billion (5,000,000,000) shares were registered shares of Class B Common Stock, par value US$0.0001 per share (the “Class B Common stock”); (iii) one million eight hundred and fifty thousand (1,850,000) shares were registered preferred shares, each with a par value of US$0.0001. The Series A Preferred shares were converted into shares of Common Stock at a rate of 1,000 Common Shares for each Series A Preferred share, on July 26, 2016, following the distribution by the Company of a cash dividend to the shareholders of its Common Stock of all amounts received by the Company as a refund to the Company from the United States Internal Revenue Service in connection with the Company’s 2014 federal tax return less a maximum of $20,000 which would be used solely to pay the Company’s obligation under a settlement agreement relating to a lawsuit against the Company at that time. The Series A Preferred shares were not participating shares and prior to conversion the holders thereof did not receive any dividend or other distribution from the Company and no portion of the dividend was distributed for the benefit of the holders of Series A Preferred shares. Prior to conversion, however, the holders of Series A Preferred shares were entitled to vote on all matters on which holders of Common Stock were entitled to vote and voted as if such Series A Preferred shares had converted, provided however, that the holders of Series A Preferred shares were not entitled to vote on any matter which would amend the terms of and restrictions on the Series A Preferred shares; (iv) two hundred and fifty thousand (250,000) shares were registered preferred shares, each with a par value of US$0.0001 with the holder of these Series B Preferred shares having the right to convert such shares into shares of Common Stock at a ratio of ten shares of Common Stock for each Series B Preferred share held and having no other right; (v) five billion (5,000,000,000) shares were registered preferred shares, each with a par value of US$0.0001 (the “Series C Preferred shares”). e) May 23, 2017 On April 7, 2017, the Company held its annual shareholders meeting whereby the shareholders granted discretionary authority to the Company’s board of directors to (i) amend the Amended and Restated Articles of Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of the Company’s Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at an aggregate ratio within the range from 1-for-2 up to 1-for-30,000, no later than the first anniversary of the date of the annual meeting (April 7, 2018) and (ii) to amend and restate the Company’s Amended and Restated Articles of Incorporation in order to, among other items, provide more clarity and simplify the provisions relating to the Company’s share structure and to authorize the creation of shares of “blank check” preferred stock by filing the Amended and Restated Articles of Incorporation. Upon filing of the Amended and Restated Articles of Incorporation on May 23, 2017, the aggregate number of shares of capital stock that the Company was authorized to issue was fifty billion (50,000,000,000) shares, of which: (i) forty five billion (45,000,000,000) shares were registered shares of Common Stock, each with a par value of US$0.0001 per share of Common Stock; and, (ii) five billion (5,000,000,000) shares of “blank check” preferred stock, par value $0.0001 per share. Further, on May 23, 2017, a 1-for-5,000 reverse stock split of Company’s shares of Common Stock was effected. As a result, every 5,000 of the Company’s pre-reverse split shares of Common Stock were combined and reclassified into one share of the Company’s shares of Common Stock. The par value and other terms of Company’s shares of Common Stock were not affected by the reverse stock split. There can be no assurance that the Company will not undertake further reverse splits or consolidations of its shares of Common Stock subsequent to the filing of this report.All the authorized shares have been retroactively adjusted and reflected in the financial statements, unless otherwise specified. Shares of Common Stock In March 2015, the Company entered into a settlement agreement with a former officer and shareholder. Under the terms of the agreement, the Company agreed to pay $19,250 and forgive the $5,000 note receivable paid to the former officer and shareholder. The former officer and shareholder agreed to relinquish his interest in the Company including 4,260 shares of the Company’s Common Stock. As of December 31, 2015, the Company paid $19,250 to the former officer and shareholder and the shares of Common Stock ownership returned to the Company. In May 2015, former directors agreed to relinquish 5,196 shares of the Company’s Common Stock due to Company winding down the timeshare business. As of December 31, 2015, the shares of Common Stock ownership returned to the Company. The Company’s former Chief Executive Officer and former principal shareholder, Osnah 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, Osnah Bloom is no longer a related party to the Company, as she is no longer a director of the Company and she holds less than 10% of the issued shares of Common Stock as of the date of this annual report. On January 1, 2016, the Company issued 5,255 shares of Common Stock to a consultant for consulting services with a fair value of $44,667 (refer to Note 11). On January 7, 2016, the Company issued 2,000 shares of Common Stock to a law firm for legal services with a fair value of $17,000. On June 30, 2016, the Company issued 500 shares of Common Stock for the conversion of the 250,000 formerly existed Series B Preferred shares, which were converted into shares of Common Stock at a rate of 0.002 shares of Common Stock for each Series B Preferred share. On July 26, 2016, the Company issued 370,000 shares of Common Stock for the conversion of the 1,850,000 formerly existed Series A Preferred shares, which were converted into shares of Common Stock at a rate of 0.20 shares of Common Stock for each Series A Preferred share. During the year ended December 31, 2017, the Company issued 151,031,278 shares of Common Stock for the partial conversion of the YP unsecured convertible promissory note dated June 9, 2016 (refer to Note 9). With the issuance of the Common Stock was converted an aggregate of $160,400 and $41,378 from the unsecured convertible promissory note and its interest liability, respectively. As an inducement to convert, the Company provided make-whole interest for 2017 debt conversions. Make-whole interest was settled through issuance of shares of Common Stock on the date of conversion. This resulted in debt conversion charge of $383,690 in 2017, as presented in the consolidated statements of operations. During the year ended December 31, 2017, the Company issued 928,792,570 restricted shares of Common Stock to the Company’s Chief Executive Officer, Chief Financial Officer and member of Board of Directors, for the settlement of his 2016 and 2017 annual base salary, according to the terms of his executive employment agreement (refer to Note 12). On February 7, 2017 and November 27, 2017, the Company issued 600 and 600,000 shares of Common Stock, respectively, to a service provider for services with a fair value of $3,000 and $8,340, respectively. On March 11, 2017, the Company issued 66,667 restricted shares of Common Stock to Mr. Pier and 66,667 shares of Common Stock to Mr. Frangos, for the settlement of their 2016 annual compensation as non-employee directors (refer to Note 12). Mr. Frangos’ shares of Common Stock were not subject to a lockup period, after his resignation in February 2017 and upon agreement with the Company. However, no additional shares will be issued in the future to Mr. Frangos. On December 20, 2017, the Company issued 4,906,667 shares of Common Stock for the partial conversion of a unsecured convertible note (refer to “(3) Unsecured Convertible Note to Financial Institution (Conversion Type 3)” in Note 9). With the issuance of the Common Stock was converted an aggregate of $40,000 and $6,000 from the unsecured convertible note and its interest liability, respectively. Preferred Shares On November 24, 2015 (the “Effective Date”), prior to the Asset Purchase Agreement with Boston Carriers Ltd., Boston Carriers Ltd. sold shares of Preferred Stock (the “BC Ltd Preferred Shares”) raising net proceeds of $1,000,000. Pursuant to the terms of the Subscription Agreement, YP invested $1,000,000 to acquire 100 shares of Preferred Stock of Boston Carriers Ltd. with a face value of $10,000, each of which was convertible into shares of Common Stock of Boston Carriers Ltd. (the “BC Ltd Common Shares”) as described in the Certificate of Designations with respect to the BC Ltd Preferred Shares. The terms of the Subscription Agreement, required that the issuer would also issue an equal number of shares of BC Ltd Preferred Shares to YP as a commitment fee for YP to make its investment. Pursuant to the Certificate of Designations, the BC Ltd Preferred Shares would accrue cumulative dividends at a rate equal to 10.75% per annum, subject to adjustment as provided in the Certificate of Designations. The dividends were payable in cash or BC Ltd Common Shares at the option of Boston Carriers Ltd. and upon conversion of the BC Ltd Preferred Shares. Additionally, such dividends had a guaranteed payable amount. The Certificate of Designations also provided that, immediately upon the Effective Date, YP had the right to convert the BC Ltd Preferred Shares into BC Ltd Common Shares at a conversion price of $1.00 per BC Ltd Common Shares, subject to adjustment as set forth in the Certificate of Designations. On or after ten years from the Effective Date, Boston Carriers Ltd. had the right to redeem the BC Ltd Preferred Shares at the liquidation value of $10,000 per share (the “Liquidation Value”), plus accrued and unpaid dividends thereon. Prior to such time, Boston Carriers Ltd. might redeem the BC Ltd Preferred Shares at the Liquidation Value plus the Embedded Dividend Liability (as defined in the Certificate of Designations), less any dividends paid (the “Early Redemption Price”). Upon certain liquidation events occurring prior to the ten-year anniversary of the Effective Date, Boston Carriers Ltd. would redeem the BC Ltd Preferred Shares at the Early Redemption Price. The subscription was recorded as Shares subscription liability, as the BC Ltd Preferred Shares were not issued by Boston Carriers Ltd. Boston Carriers Ltd. had reached an agreement with the subscriber for the actual issuance of the shares to take place from Boston Carriers, Inc. (formerly known as Integrated Inpatient Solutions Inc.). On December 31, 2015, the Company assumed the stock subscription liability of $1,000,000, which on June 9, 2016 was exchanged with an unsecured convertible promissory note (refer to Note 9). Pursuant to the Asset Purchase Agreement, the Company agreed to acquire all of the assets and liabilities of Boston Carriers Ltd. in exchange for newly issued shares of the Company’s previously existing Series A Preferred shares, $0.0001 par value per share, which were issued to the former sole shareholder of Boston Carriers Ltd. Included in the assets acquired was all outstanding stock in Poseidon. Accordingly, as a result of the Exchange, Poseidon became a wholly-owned subsidiary of the Company. In connection with the execution of the Asset Purchase Agreement, the Company filed a Certificate of Designations with the Secretary of State of the State of Nevada regarding the creation of the Series A Preferred shares pursuant to which the Company issued an aggregate of 1,850,000 shares of Series A Preferred shares, which were converted into shares of Common Stock in 2016, to the former sole shareholder of Boston Carriers Ltd. The Series A Preferred shares were converted into shares of Common Stock at a rate of 0.20 Common Stock for each Series A Preferred share, on July 26, 2016, following the distribution by the Company of a cash dividend to the shareholders of its Common Stock of all amounts received by the Company as a refund to the Company from the United States Internal Revenue Service in connection with the Company’s 2014 federal tax return less a maximum of $20,000 which would be used solely to pay the Company’s obligation under a settlement agreement relating to a lawsuit against the Company at that time (the “Dividend”). The Series A Preferred shares were not participating shares and prior to conversion the holders thereof did not receive any dividend or other distribution from the Company and no portion of the Dividend was distributed for the benefit of the holders of Series A Preferred shares. Prior to conversion, however, the holders of Series A Preferred shares were entitled to vote on all matters on which holders of Common Stock were entitled to vote and voted as if such Series A Preferred shares had converted, provided however, that the holders of Series A Preferred shares were not entitled to vote on any matter which would amend the terms of and restrictions on the Series A Preferred shares. The 250,000 previously existing Series B Preferred shares were converted into shares of Common Stock at a rate of 0.002 shares of Common Stock for each share of Series B Preferred share, on June 30, 2016. Dividends During the year ended December 31, 2016, paid $188,223 as a dividend to the shareholders of the Company in line with provisions of the Asset Purchase Agreement signed on December 31, 2015. During the years ended December 31, 2017 and 2015, the Company did not pay dividends. During the years ended December 31, 2017, 2016 and 2015, the Company did not pay dividends to the preferred shareholders. |
14. DISCONTINUED OPEARTIONS
14. DISCONTINUED OPEARTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
14. Discontinued Operations | NOTE 14: DISCONTINUED OPERATIONS In March 2013 management decided to exit the health care provider business and in November 2014 management decided to exit the timeshare business. In January 2016, management decided to exit the interior design business to focus its resources on its maritime transportation business. Accordingly, the financial statements have been presented in accordance with ASC 205-20, Discontinued Operations. The following table illustrates the reporting of the discontinued operations included in the consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015. Interior design business Timeshare and health care provider business Total discontinued operations Interior design business Timeshare and health care provider business Total discontinued operations Interior design business Timeshare and health care provider business Total discontinued operations Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended 2017 2017 2017 2016 2016 2016 2015 2015 2015 Timeshare deed liquidation revenue $ — $ — $ — $ — $ — $ — $ — $ 54,231 $ 54,231 Revenue - Interior design business — — — — 264,625 — 264,625 Cost of services — — — — — — (332,919 ) — (332,919 ) Gross loss — — — — — — (68,294 ) — (68,294 ) General and administrative (24,826 ) (5,863 ) (30,688 ) (42,681 ) — (42,681 ) (120,345 ) (24,906 ) (145,251 ) Operating (loss)/profit from discontinued operations before interest and benefit for income taxes (24,826 ) (5,863 ) (30,688 ) (42,681 ) — (42,681 ) (188,639 ) 29,325 (159,314 ) Interest income — — — — — — 318 — 318 Interest expense — — — — — — (1,567 ) — (1,567 ) Other income/(expense), net 5,656 75,000 80,656 — (4,283 ) (4,283 ) — — — (Loss)/Income from discontinued operations before benefit for income taxes (19,170 ) 69,138 49,968 (42,681 ) (4,283 ) (46,964 ) (189,888 ) 29,325 (160,563 ) Benefit from income taxes on discontinued operations — — — — — — — — — Net (loss)/income $ (19,170 ) $ 69,138 $ 49,968 $ (42,681 ) $ (4,283 ) $ (46,964 ) $ (189,888 ) $ 29,325 $ (160,563 ) As of December 31, 2017, and 2016, assets and liabilities from discontinued operations are listed below: Interior design business Timeshare and health care provider business Total discontinued operations Interior design business Timeshare and health care provider business Total discontinued operations Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended 2017 2017 2017 2016 2016 2016 ASSETS CURRENT ASSETS Cash $ — $ — $ — $ — $ 73 $ 73 Restricted cash 4,947 — 4,947 112,836 — 112,836 Total current assets 4,947 — 4,947 112,836 73 112,909 TOTAL ASSETS $ 4,947 $ — $ 4,947 $ 112,836 $ 73 $ 112,909 LIABILITIES CURRENT LIABILITIES Accounts payable and accrued expenses $ 5,863 $ — $ 5,863 $ 5,654 $ — $ 5,654 Accrued legal settlements — — — — 75,000 75,000 Total current liabilities 5,863 — 5,863 5,654 75,000 80,654 TOTAL LIABILITIES $ 5,863 $ — $ 5,863 $ 5,654 $ 75,000 $ 80,654 |
15. INCOME TAXES
15. INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
15. INCOME TAXES | NOTE 15: INCOME TAXES Integrated Inpatient Solutions, Inc. was a Nevada corporation. On February 29, 2016, Integrated Inpatient Solutions, Inc. agreed to file Articles of Conversion with the Nevada Secretary of State and Articles of Domestication 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 21, 2016. In connection with the Plan of Conversion, Integrated Inpatient Solutions, Inc. changed its name from Integrated Inpatient Solutions, Inc. to Boston Carriers, Inc., on March 21, 2016 and simultaneously re-domiciled to the Marshall Islands. Due to the reincorporation, the rights of the Company’s shareholders are now governed by the Business Corporations Act of the Marshall Islands, the Company’s Articles of Incorporation filed with the Registrar of the Republic of the Marshall Islands and the Company’s new bylaws, which were contemporaneously approved by the Company’s Board of Directors. United States tax laws provide that under certain conditions foreign corporations that were previously United States corporations may continue to be taxed as United States corporations after the re-domiciliation. Section 7874(b) of the Code, or “Section 7874(b),” provides that a corporation organized outside the United States, such as the Company, which acquires (pursuant to a “plan” or a “series of related transactions”) substantially all of the assets of a corporation organized in the United States, such as Integrated Inpatient Solutions, Inc., will be treated as a U.S. domestic corporation for U.S. federal income tax purposes if shareholders of the U.S. corporation whose assets are being acquired own at least 80% of the non-U.S. acquiring corporation after the acquisition and the “expanded affiliated group” does not have substantial business activities in the foreign country of incorporation in comparison to the worldwide business activities of the “expanded affiliated group”. Additionally, if the shareholders of the U.S. Corporation whose assets are being acquired own at least 60% of the non-US acquiring corporation after the acquisition, the shareholders of the U.S. domestic corporation are required to recognize gain under Section 367(a) of the Code. The Company has prepared the financial statements contained herein on the basis that it will be taxed as a U.S. corporation. However, due to the complexity of the United States tax laws and the facts of the re-domiciliation, no final determination has been made by the Company as to whether Section 7874(b) applies to the Company. If Section 7874(b) applies, the Company would be subject to U.S. federal income tax as a U.S. corporation on its worldwide income, even after the re-domiciliation. In addition, if the Company is taxed as a U.S. domestic corporation, United States tax anti-deferral rules may apply to the Company’s foreign subsidiaries. In particular, the “controlled foreign corporation” rules could subject the Company to current United States tax on certain types of income earned by foreign subsidiaries of the Company, whether or not such income is distributed to the Company. As a U.S. domestic corporation, any dividends paid in the future by the Company to a Non-U.S. Holder, as defined below, would be subject to a U.S. federal income tax withholding at the rate of 30% or such lower rate as provided by an applicable U.S. income tax treaty. As a U.S. domestic corporation, dividends to U.S. Holders may be eligible for preferential rates of United States taxation. The Company may challenge the position that it should be treated as a U.S. corporation for U.S. tax purposes. If this challenge is successful and the Company is treated as a foreign corporation for U.S. tax purposes, the Company may be treated as a “passive foreign investment company,” or PFIC. If the IRS were to find that the Company is or has been a PFIC for any taxable year, the Company’s U.S. shareholders would face adverse U.S. federal income tax consequences and certain information reporting requirements. On December 22, 2017, the Tax Cut and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. These changes include, but are not limited to, a top corporate tax rate decrease from 35% to 21% for years beginning after December 31, 2017, the transition to U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. Marshall Islands and Liberia do not impose a tax on international shipping income. Under the laws of Marshall Islands and Liberia the countries of the vessel-owning subsidiary incorporation and Vessel’s registration, the vessel-owning subsidiary is subject to registration fees and tonnage taxes which have been included in direct vessel operating expenses in the accompanying consolidated statements of operations. Accordingly, the Company does not record deferred taxes as these are immaterial. In accordance with the currently applicable Greek law, foreign flagged vessels that are managed by Greek or foreign ship management companies having established an office in Greece under law 27/75 are subject to duties towards the Greek state which are calculated on the basis of the relevant vessel’s tonnage. The payment of said duties exhausts the tax liability of the foreign ship owning company against any tax, duty, charge or contribution payable on income from the exploitation of the foreign flagged vessel. In case that tonnage tax and/or similar taxes/duties are paid to the vessel’s flag state, these are deducted from the amount of the duty to be paid in Greece. The Company is subjected to tax audits in the jurisdictions it operates in. There have been no adjustments assessed to the Company in the past and the Company believes there are no uncertain tax positions to consider. The following is a reconciliation of the effective income tax rate to the Federal statutory rate: As of As of As of Income tax calculated at statutory rate (34.00 %) (34.00 %) (34.00 %) State income taxes, net of Federal tax benefit 0.00 % 0.00 % (3.63 %) Temporary differences (0.06 %) (0.05 %) 30.00 % Permanent differences 29.17 % 26.89 % 0.70 % Change in valuation allowance 4.89 % 7.16 % 6.93 % (Benefit) from income taxes 0.00 % 0.00 % 0.00 % In addition, the Company recognized a deferred tax asset of approximately $159,500 during 2014. The deferred tax asset was derived from $35,000 from the write-off of prepaid malpractice insurance policy premiums that will be amortized over a three-year period for income tax reporting purposes, $41,000 related to accrued malpractice expenses not deductible until paid for income tax reporting purposes and a benefit of $83,500 from Florida NOL tax carryforwards. The Company recorded an increase in the valuation allowance of approximately $30,500 for the deferred tax asset because of uncertainty of realization. As of December 31, 2017 and 2016, the deferred tax asset of $45,168 and $90,292, respectively, represents timing differences related to goodwill that was impaired in 2014. As of As of As of Amortization of intangible assets $ 45,168 $ 90,292 $ 94,366 Operating loss carryforward 699,564 824,040 187,019 Related party accrual 43,225 — — Gross deferred tax assets 787,957 914,332 281,385 Valuation allowance (787,957 ) (914,332 ) (281,385 ) Net deferred tax liability/(asset) $ — $ — $ — The Company has net operating loss carry forwards (NOL) for income tax purposes of approximately $3,300,000. This loss is allowed to be offset against future income until the year 2037 when the NOLs will expire. Other timing differences relate to amortization for the acquisition of Integrated Timeshares Solutions, Inc. during the year ended December 31, 2014. The tax benefits relating to all timing differences have been fully reserved for in the valuation allowance account due to the substantial losses incurred through December 31, 2017. The Company has remeasured its gross deferred tax assets at the applicable tax rate of 21% in accordance with the Tax Cuts and Jobs Act of 2017, though all benefits have currently and previously been reserved in the valuation allowance resulting in a net change in the valuation allowance of approximately $202,000. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company became a “loss corporation” under the definition of Section 382. If the Company has experienced an ownership change, utilization of the NOL carryforwards would be subject to an annual limitation under Section 382 of the Code which is determined by first multiplying the value of the Company’s shares of Common Stock at the time of ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL carryforwards before utilization. Further, until a study is completed and any limitation knows, no positions related to limitations are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Any carryforwards that expire prior to utilization as a result of such limitation will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on the results of operation or financial position of the Company. The NOL carryforwards expired in the years 2034 through 2037. The Company through its subsidiary engages in foreign operations. As of December 31, 2017, the Company did not have unremitted foreign earnings as losses from these operations totaled approximately $1,015,000. The Company has not recognized deferred taxes for these losses as they aren’t expected to reverse in the foreseeable future. Additionally, the Company has not recorded deferred tax liabilities associated with the mandatory transition tax of the Tax Cuts and Jobs Act of 2017 (the “Act”) as the Company does not have unremitted foreign earnings to be subject to the mandatory deemed repatriation. In addition to transition to a territorial tax system and mandatory repatriation of unremitted foreign earnings, the Act imposes a US tax on global intangible low taxed income (GILTI) that is earned by certain foreign affiliates owned by a US shareholder. While clarifying guidance regarding the computation of the GILTI has not been issued, the tax is intended to impose tax on the earnings of a corporation that are deemed to exceed a certain threshold return relative to the underlying business investment. The Company will treat future taxes related to GILTI as a current period expense in the reporting period in which the tax is incurred. |
16. GOING CONCERN
16. GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Going Concern | |
16. GOING CONCERN | NOTE 16: GOING CONCERN As reflected in the accompanying consolidated financial statements, as of December 31, 2017, the Company has a loss from continuing operations of $14,439,105, a working capital deficit of $16,615,362, cash used in operations of $6,299 and an accumulated deficit of $24,038,667. During 2017, charter rates for bulkers continued at relatively low rates. In addition, during fiscal year 2017 and up to the date of this annual report, the Company was in default certain periods of the minimum liquidity covenant within the agreement with Conquistador Shipping Corporation as described in Note 7. As of the date of this annual report, the Company is no longer in default of the minimum liquidity covenant, however, Conquistador Shipping Corporation reserves its rights and remedies with respect to such default as provided in the agreement. All the above raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the management’s ability to raise additional capital. The Company is currently in the process of attempting to secure additional capital and implementing its business plan, while also exploring various strategic alternatives, which could contribute to the growth of the future revenues and the reduction of the Company’s future operating expenses through efficiencies. Management believes that actions presently being taken provide the opportunity for the Company to continue as a going concern. Nevertheless, it cannot provide any assurance that operating results will generate positive cash flow to meet its needs. |
17. SUBSEQUENT EVENTS
17. SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
17. SUBSEQUENT EVENTS | NOTE 17: SUBSEQUENT EVENTS a) Common Stock During the period from January 1, 2018 until the date of this report, the Company issued 13,813,814 shares of Common Stock for the partial conversion of the unsecured convertible note dated December 18, 2017. With the issuance of the Common Stock was converted an aggregate of $100,000 and $15,000 from the unsecured convertible promissory note and its interest liability, respectively. b) Defaults During fiscal year 2017 and up to the date of this annual report, the Company was in default during certain periods of the minimum liquidity covenant within the agreement with Conquistador Shipping Corporation as described in Note 7. As of the date of this annual report, the Company is no longer in default of the minimum liquidity covenant, however, Conquistador Shipping Corporation reserves its rights and remedies with respect to such default as provided in the agreement. On March 16, 2018, the Company signed an amendment to the agreement with Conquistador Shipping Corporation and agreed the payments due December 18, 2017 to be extended until May 30, 2018. c) Vessel Acquisition In December 2017, the Company entered into a bareboat charter contract to acquire a 45,950 dwt, 1996 built, drybulk vessel. Pursuant to the bareboat charter contract, the Company will provide a down payment of $500,000 together with the issuance of 10,000,000 shares of Common Stock, subject to restriction for four years, at a price of $0.05 per share prior to delivery of the vessel and $2,191 per day for five years commencing on the date of delivery of the said vessel. At the conclusion of the five years, the vessel will be fully owned by the Company without any further payment. The vessel has not yet been delivered to the Company. On March 7, 2018, the Company entered into an addendum to the bareboat charter contract, whereby the cancellation date for delivery was extended from April 4, 2018, to July 30, 2018. d) Amendments to Credit Facilities On March 7, 2018, it was agreed the due date of the $300,000 credit facility with Mr. Antonios Bertsos, the Company’s Chief Executive Officer, Chief Financial Officer and member of Board of Directors (refer to Note 8), to be extended up to December 31, 2018. All other terms remained the same. |
2. SUMMARY OF SIGNIFICANT ACC24
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). |
Principles of Consolidation | Principles of Consolidation: The accompanying consolidated financial statements represent the consolidation of the accounts of Boston Carriers, Inc. (formerly known as Integrated Inpatient Solutions, Inc.) and its wholly-owned subsidiaries; Integrated Timeshare Solutions, Inc. and Poseidon Navigation Corp. All intercompany transactions and balances have been eliminated in consolidation. The subsidiaries are fully consolidated from the date on which control is transferred to the Company. Subsidiaries are those entities in which the Company has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies of each one. The Company also consolidates entities that are determined to be variable interest entities as defined in the accounting guidance, if it determines that it is the primary beneficiary. A variable interest entity is defined as a legal entity where either (a) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entity’s residual risks and rewards, or (b) the equity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. As of December 31, 2017, and 2016, the Company has no variable interest entities. Certain reclassifications, including discontinued operations and reverse stock split, have been made to the prior years’ presentation to conform to current year presentation. These reclassifications had no effect on net loss. The Company is the sole owner of all of the outstanding shares of the subsidiaries included in the consolidated financial statements, and are presented below: Company name Country of incorporation Nature/ Statement of operations 2017 2016 2015 1 Integrated Timeshare Solutions, Inc. Nevada Revoked — — — 2 Poseidon Navigation Corp. Marshall Islands Nikiforos 1/1/2017 - 12/31/2017 1/1/2016 - 12/31/2016 12/31/2015 |
Segment Reporting | Segment Reporting: Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing financial performance. The reportable segments reflect the internal organization of the Company and are strategic businesses that offer different products and services. The Company reports financial information and evaluates its operations by revenues. Management reviews operating results solely by revenue and operating results. After the decision of management to exit the health care provider business, the timeshare business and the interior design business, no reportable segments exist for the Company in continuing operations. Based on this review, the Company has determined that it operates under one reportable segment – the international shipping industry. Segment Operating Revenue The Company reports financial information and evaluates its revenues by industry. During the years ended December 31, 2017, and 2016, the Company derived 100% of its revenue from continuing operations from the shipping industry. During the year ended December 31, 2015, the Company’s revenues are presented in discontinued operations. During the year ended December 31, 2017, 89% of revenues from the shipping industry were derived from three customers in the spot market of 47%, 24% and 18% of net revenue. As of December 31, 2017, accounts receivable from the shipping industry were derived from one customer. During the year ended December 31, 2016, 94% of revenues from the shipping industry were derived from three customers in the spot market of 42%, 26% and 26% of net revenue. As of December 31, 2016, accounts receivable from the shipping industry were derived from one customer. |
Discontinued Operations | Discontinued Operations: The Company reports discontinued operations when the operations and cash flows of a component, have been (or will be) eliminated from the ongoing operations of the Company, and the operations and cash flows will not be replaced or the Company does not have the ability to replace the component, and the Company will not have any significant continuing involvement in the operations of the component after its disposal. In March 2013 and in November 2014, management decided to exit the health care provider business and the timeshare business, respectively. In January 2016, the Company exited the interior design business and now conducts maritime transportation operations. The financial statements have been reclassified in order to represent these operations as discontinued operations for the all the periods of the financial statements (refer to Note 14). |
Use of Estimates | Use of Estimates: The preparation of consolidated 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, fair value measurements, future dry-dock dates, the selection of useful lives for assets, the expected future cash flows from long-lived assets to support impairment tests. 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. |
Foreign Currency Transactions | Foreign Currency Transactions: The functional currency of the Company is the U.S. dollar, because the Company’s Vessel operates in international shipping markets, and therefore primarily transacts business in U.S. dollars and the Company’s debt is denominated in U.S. dollars. In addition, the businesses the Company exited in the past which are reported as discontinued operations were operated in United States of America and their main currency was U.S. dollar. The Company’s accounting records are maintained in U.S. dollars. Transactions involving other currencies during a year are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies than the U.S. dollar, are translated to reflect the period-end exchange rates. Resulting gains or losses are reflected in the accompanying consolidated statements of operations. |
Cash and cash equivalents | Cash and Cash Equivalents: 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. The Company maintains bank accounts in financial institutions that are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) and Eurozone. Deposits below the amount of $250,000 are covered by the FDIC insurance in United States. Deposits kept in banks operating in the Eurozone, are covered up to Euro 100,000. As of December 31, 2017, the Company does not have amounts above the FDIC insurance amount of $250,000. Deposits in excess of the Eurozone limits of Euro 100,000 totaled $70,681 at December 31, 2017. 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 or Eurozone, as remote. |
Trade Receivables | Trade Receivables: The amount shown as trade receivables, net at each balance sheet date includes estimated recoveries from charterers for hire, freight and demurrage billings, net of allowance for doubtful accounts. Accounts receivable involve risk, including the credit risk of non-payment by the customer. Accounts receivable are considered past due based on contractual and invoice terms. An estimate is made of the allowance for doubtful accounts based on a review of all outstanding amounts at each period, and an allowance is made for any accounts which management believes are not recoverable. The determination of bad debt allowances constitutes a significant estimate. Bad debts are written off in the year in which they are identified. The allowance for doubtful accounts as of December 31, 2017 and December 31, 2016 amounted to $43,367 and $0 respectively, in relation to the shipping business. |
Inventories | Inventories: Inventories, which comprise bunkers, lubricants, chemicals, provisions and paints remaining on board the vessels at year end, are valued at the lower of cost as determined using the first in-first out (FIFO) method or market value. |
Vessel | Vessel: Vessel is stated at cost, less accumulated depreciation and any impairment loss. Cost consists of the contract price and delivery and acquisition expenses. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earnings capacity or improve the efficiency or safety of a vessel; otherwise, these amounts are charged to expenses as incurred. Vessel is depreciated on a straight-line basis over its estimated useful life, after considering the estimated salvage value of the Vessel. Vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap value per lightweight tonnage (“LWT”). Management estimates the residual value of the Company’s Vessel based on a scrap rate of $300 per LWT after considering current market trends for scrap rates and five-year average historical scrap rates of the residual values of similar, with the Company’s, vessels. Management estimates the useful life of the Company’s Vessel to be 25 years from the date of its initial delivery from the shipyard. If regulations place limitations over the ability of the Vessel to trade, its remaining useful life would be adjusted, if necessary, at the date such regulations are adopted. |
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 a vessel under capital leases as fixed asset at the lower of the present value of the minimum lease payments or the fair value of the vessel at inception of the lease. Vessels under capital leases are depreciated over the estimated remaining useful life of the vessels for capital leases which provide for transfer of title of the vessel to the Company upon expiration of the lease. Leased vessels are depreciated over the estimated remaining useful life of the vessel, for capital leases which provide for transfer of title of the vessel to the Company upon expiration of the lease. 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 consolidated statements of operations. |
Accounting for Special Survey and Dry-docking Costs | Accounting for Special Survey and Dry-docking Costs: The Company’s Vessel is subject to regularly scheduled dry-docking and special survey, which are carried out every 30 and 60 months, respectively, to coincide with the renewal of the related certificates issued by the Classification Societies, unless a further extension is obtained in rare cases and under certain conditions. The costs of dry-docking and special surveys are deferred and amortized over the above periods or to the next dry-docking or special survey date if such date has been determined. Costs incurred during the dry-docking period relating to routine repairs and maintenance are expensed. The unamortized portion of special survey and dry-docking costs for vessels sold is included as part of the carrying amount of the vessel in determining the gain/(loss) on sale of the vessel. The balance is included in the vessels and other fixed assets, net. |
Impairment of Long-Lived Assets and Goodwill | Impairment of Long-Lived Assets and Goodwill: Long-lived Assets Long-lived assets and finite lived identifiable intangibles held and used by an entity are required to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives, against their respective carrying amounts. If the future net undiscounted cash flows from the asset group are less than the carrying values of the asset group, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. Shipping Business: Undiscounted projected net operating cash flows are determined for each vessel and compared to the carrying value of the vessel and related carrying value of any intangibles. The loss recognized either on impairment (or on disposition) will reflect the excess of carrying value over fair value (selling price) for the vessel. The significant factors and assumptions the Company used in the undiscounted projected net operating cash flow analysis included, among others, operating revenues, off-hire revenues, dry-docking costs, operating expenses and management fee estimates. Revenue assumptions were based on a number of factors for the remaining life of the Vessel: (a) contracted time charter rates up to the end of life of the current contract of the Vessel, (b) the most recent five-year average historical one-year time charter rates (adjusted for market conditions), (c) the Vessel’s age as well as considerations such as scheduled and unscheduled off-hire days based on historical experience and (d) the likelihood of the sale of the Vessel. Operating expense assumptions included an annual escalation factor. All estimates used and assumptions made were in accordance with the Company’s historical experience. Fair value is determined using the valuation derived from market data. The Company performed an impairment assessment for the year ended December 31, 2017 and no impairment charge was recorded. As of December 31, 2017, the valuation (which represents the fair market value) and the carrying value of the Vessel are as follows: Vessel valuation Carrying value M/V Nikiforos $ 4,925,000 $ 2,960,232 The current assumptions used and the estimates made are highly subjective, and could be negatively impacted by significant deterioration in charter rates or vessel utilization over the remaining life of the Vessel, which could require the Company to record a material impairment charge in future periods. |
Provisions | Provisions: The Company, in the ordinary course of business, is subject to various claims, suits and complaints. Management provides for a contingent loss in the financial statements if the contingency has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. In accordance with the guidance issued by the Financial Accounting Standards Board (“FASB”), in accounting for contingencies, if the Company has determined that the reasonable estimate of the loss is a range, and there is no best estimate amount within the range, the Company will provide the lower amount of the range. The Company participates in Protection and Indemnity (P&I) insurance plans provided by mutual insurance associations known as P&I clubs. Under the terms of these plans, participants may be required to pay additional premiums (supplementary calls) to fund operating deficits incurred by the clubs (“back calls”). Obligations for back calls are accrued annually based on information provided by the clubs and when the obligations are probable and estimable. |
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 Company’s financial assets and liabilities, such as cash and cash equivalents, restricted cash, trade receivables, deposits, accounts payable and accrued liabilities, short-term debt, unsecured convertible promissory notes payable, derivative liability, accrued stock-based compensation approximate their fair values. The particular recognition methods applicable to each class of financial instrument are disclosed in the applicable significant policy description of each item. |
Revenue Recognition | Revenue Recognition: The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. Shipping Business The Company generates its revenues from charterers for the charter hire of its Vessel on a worldwide scale. Vessels are chartered using either time charters, where a contract is entered into for the use of a vessel for a specific period of time and a specified daily charter hire rate, or voyage charters, where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified freight rate. Voyage revenues for the transportation of cargo are recognized ratably over the estimated relative transit time of each voyage. A voyage is deemed to commence when a vessel is available for loading and is deemed to end upon the completion of the discharge of the current cargo. Estimated losses on voyages are provided for in full at the time such losses become evident. Under a voyage charter, the Company agrees to provide a vessel for the transportation of specific goods between specific ports in return for payment of an agreed upon freight rate per ton of cargo. The Company does not recognize 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. Revenues are recorded net of address commissions. Address commissions represent an amount provided directly to the charterers based on a fixed percentage of the agreed upon charter rate. Since address commissions represent a discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer, these commissions are presented as a reduction of revenue. Revenue from time chartering is earned and recognized on a daily basis as the service is delivered. Demurrage income represents payments made by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter and will be recognized on a pro rata basis as it is earned. Revenues from time chartering of vessels are accounted for as operating leases and are thus recognized on a straight line basis as the average revenue over the rental periods of such charter agreements as service is performed, as adjusted for the off-hire days that the vessel spends undergoing repairs, maintenance and upgrade work depending on the condition and specification of the vessel. For loss generating time charters, the loss is recognized in the period when such loss is determined. A time charter involves placing a vessel at the charterer’s disposal for a period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Short period charters for less than three months are referred to as spot-charters. Charters extending three months to a year are generally referred to as medium-term charters. All other charters are considered long-term. Under time charters, operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel. Interior Design Business (Discontinued Operations) The Company provided design services billed at hourly rates. The Company recognized revenue from design services when services were rendered to the customers. Timeshare Liquidation (Discontinued Operations) The Company earned revenue from timeshare liquidation and mortgage relief services. The Company offered services for timeshare owners that either owned their timeshare outright and for those that had a mortgage on their property, and were interested in exiting their timeshare property. The Company recognized revenue when the title has been transferred and the transaction was completed. |
Deferred Revenue | Deferred Revenue: Deferred revenue primarily relates to cash received in advance from charterers prior to it being earned. These amounts are recognized as revenue over the voyage or charter period. |
Commissions | Commissions: Commissions include brokerage commissions are paid by the Company to brokers and are typically based on a percentage of the charter rate. Brokerage commissions are recognized over the related charter period and are recognized as incurred. |
Voyage Expenses | Voyage Expenses: Voyage expenses comprise all expenses related to each particular voyage, including time charter hire paid and voyage freight paid bunkers, port charges, canal tolls, extra war risk insurance, cargo handling and agency fees, which are recognized as incurred. |
Vessel Operating Expenses | Vessel Operating Expenses: Vessel operating expenses consist of all expenses relating to the operation of vessels, including crewing, repairs and maintenance, insurance, stores and lubricants and miscellaneous expenses such as communications. Vessel operating expenses exclude fuel cost, port charges, agency fees, canal tolls and, which are included in voyage expenses. Repairs and Maintenance Expenditure for routine repairs and maintenance of the vessels is charged against income in the period in which it is incurred. Major vessel improvements and upgrades are capitalized to the cost of vessel. |
Management Fees | Management Fees: Management fees consist of compensation paid to a ship management company for crew recruitment, technical, commercial and other various ship management services. Since August 29, 2017, the Company’s controlling shareholder also controls the management company (refer to Note 8). |
Insurance Claims | Insurance Claims: Insurance claims at each balance sheet date consist of claims submitted and/or claims in the process of compilation or submission (claims pending). They are recorded on an accrual basis and represent the claimable expenses, net of applicable deductibles, incurred through December 31 of each reporting period, which are probable to be recovered from insurance companies. Any remaining costs to complete the claims are included in accrued liabilities. The classification of insurance claims into current and non-current assets is based on management’s expectations as to their collection dates. |
General and Administrative Expenses | General and Administrative Expenses: General and administrative expenses include payroll and personnel related expenses for our onshore personnel, board remuneration and executive officers compensation that are not payable in shares of Common Stock, directors and officers insurance, travel expenses, communication expenses, office expenses, audit fees, legal fees, advisory fees, stock exchange fees and other related costs. |
Stock-based Compensation | Stock-based Compensation: The Company pays the Chief Executive Officer, Chief Financial Officer and member of Board of Directors for his annual base salary and the members of Board of Directors for their annual remunerations (in part or in whole) with Company’s Common Stock. The cost is recognized over the period during which the officer and the members of the board, are required to provide their service. |
Interest and Finance Expenses | Interest and Finance Expenses: Interest and finance expenses include interest expense and other similar charges. The amount of interest expense is determined by the amount of loans and advances outstanding from time to time and interest rates. The effect of changes in interest rates may be reduced (increased) by any derivative instruments. |
Income Taxes | Income Taxes: The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. 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 Company’s tax returns for the years ended 2014, 2015, 2016 and 2017 remain open for audit by the Internal Revenue Service. Marshall Islands and Liberia do not impose a tax on international shipping income in case the shipowner does not conduct any business operation in the territory of the Marshall Islands. Under the laws of Marshall Islands and Liberia, the countries of incorporation of the Company and its shipping subsidiary and the Vessel’s registration, respectively, the companies are subject to registration fees and tonnage taxes which will be included in direct vessel operating expenses in the accompanying consolidated statements of operations. |
Dividends | Dividends: Dividends are recorded in the Company’s financial statements in the period in which they are declared. |
Loss Per Share of Common Stock | Loss Per Share of Common Stock: The Company computes loss per share of Common Stock for all periods presented based on the weighted average number of its outstanding Common Stock during the periods after giving retroactive effect to reverse stock splits. Basic losses per share of Common Stock are computed by dividing net loss available to common shareholders by the weighted average number of shares of Common Stock outstanding during the periods presented. Diluted losses per share of Common Stock are computed assuming the exercise of any dilutive securities under the treasury shares method and the related income tax effects. The Company has 374,499,079, 1,498,831 and 0 shares issuable upon conversion of convertible notes that were not included in the computation of dilutive loss per share because their inclusion is antidilutive for the years ended December 31, 2017, 2016 and 2015, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In January 2017, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standard Update (“ASU”) 2017-01 – Business Combinations. This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. Under current implementation guidance the existence of an integrated set of acquired activities (inputs and processes that generate outputs) constitutes an acquisition of business. This ASU provides a screen to determine when a set of assets and activities does not constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This update is effective for public entities with reporting periods beginning after December 15, 2017, including interim periods within those years. The amendments of this ASU should be applied prospectively on or after the effective date. Early adoption is permitted, including adoption in an interim period 1) for transactions for which the acquisition date occurs before the issuance date or effective date of the ASU, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and 2) for transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. Boston Carriers has concluded that ASU 2017-01 does not have an impact on the Company. In November 2016, the FASB issued the ASU 2016-18 – Restricted cash. This ASU requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. This update is effective for public entities with reporting periods beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. The implementation of this update affects disclosures only and has no impact on the Boston Carriers balance sheets and statement of comprehensive income. The Company has not elected early adoption. In August 2016, the FASB issued the ASU 2016-15 – Classification of certain cash payments and cash receipts. This ASU addresses certain cash flow issues with the objective of reducing the existing diversity in practice. This update is effective for public entities with reporting periods beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. It must be applied retrospectively to all periods presented but may be applied prospectively from the earliest date practicable, if retrospective application would be impracticable. Boston Carriers does not expect that the implementation of this update will have any material impact on its financial statements. The Company has not elected early adoption. In February 2016, the FASB issued the ASU 2016-02 – Leases (Topic 842). This ASU is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheets and disclosing key information about leasing arrangements. To meet that objective, the FASB is amending the FASB Accounting Standards Codification® and creating Topic 842, Leases. This Update, along with IFRS 16, Leases, is the result of the FASB’s and the International Accounting Standards Board’s (IASB’s) efforts to meet that objective and improve financial reporting. Leasing is utilized by many entities. It is a means of gaining access to assets, of obtaining financing, and/or of reducing an entity’s 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 entity’s 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. This update is effective for public entities with reporting periods beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The Company is currently reviewing the provisions of this ASU to determine the impact of the adoption of this guidance on its results of operations, cash flows or financial condition. In January 2016, the FASB issued the ASU 2016-01 – Financial Instruments - Overall (Subtopic 825-10). This ASU is intended to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments in this Update make targeted improvements to GAAP as follows: 1. Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. 2. Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. 3. Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. 4. Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. 5. Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. 6. Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. 7. Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. 8. Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on its results of operations, cash flows or financial condition. In May 2014, the FASB issued the ASU 2014-09 – Revenue from Contracts with Customers. This ASU, as amended, clarifying the method used to determine the timing and requirements for revenue recognition on the statements of income. Under the new standard, an entity must identify the performance obligations in a contract, the transaction price and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. The amendments in this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cash flow arising from contracts. The new accounting guidance was originally effective for interim and annual periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 for all entities by one year. The standard will be effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods therein. The Company will adopt the standard as of January 1, 2018. The Company is currently evaluating the impact of the adoption of the new revenue standard will have on the Company’s consolidated financial statements and related additional disclosures, which depends from the revenue stream of the Company in the future (voyage agreements or time charter agreements which the latter are accounted under the leases standard). All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
2. SUMMARY OF SIGNIFICANT ACC25
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary Of Significant Accounting Policies Tables | |
Principles of Consolidation | Company name Country of incorporation Nature/ Statement of operations 2017 2016 2015 1 Integrated Timeshare Solutions, Inc. Nevada Revoked — — — 2 Poseidon Navigation Corp. Marshall Islands Nikiforos 1/1/2017 - 12/31/2017 1/1/2016 - 12/31/2016 12/31/2015 |
Schedule of impairment of long lived assets and goodwill | Vessel valuation Carrying value M/V Nikiforos $ 4,925,000 $ 2,960,232 |
3. ACQUISITIONS (Tables)
3. ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Acquisitions Tables | |
Schedule of acquistions | Cash $ 385,628 Advances for bareboat contract 500,000 Escrow account 99,965 Total assets acquired $ 985,593 Stock subscription liability $ 1,000,000 Total liabilities acquired $ 1,000,000 Formerly existed Series A preferred shares issued for asset purchase agreement with Boston Carriers Ltd. $ 185 Purchase price differential $ (14,592 ) |
4. VESSELS AND OTHER FIXED AS27
4. VESSELS AND OTHER FIXED ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Vessels And Other Fixed Assets Net Tables | |
Schedule of acquisiton of vessel | Consideration $ (2,125,000 ) Leased vessel $ (2,333,072 ) Capital lease obligation $ 1,684,242 Vessel $ 2,773,830 |
Schedule of vessels and other fixed assets | Vessel Leased vessel Special survey Capitalized initial expenses Total Cost Balance at December 31, 2015 $ — $ — $ — $ — $ — Additions 2,773,830 2,350,245 157,368 357,880 5,639,323 Disposals — (2,350,245 ) — — (2,350,245 ) Balance at December 31, 2016 $ 2,773,830 $ — $ 157,368 $ 357,880 $ 3,289,078 Balance at December 31, 2017 $ 2,773,830 $ — $ 157,368 $ 357,880 $ 3,289,078 Accumulated depreciation and amortization Balance at December 31, 2015 $ — $ — $ — $ — $ — Depreciation and amortization for the period (8,732 ) (17,173 ) (22,836 ) (63,935 ) (112,676 ) Disposals — 17,173 — — 17,173 Balance at December 31, 2016 $ (8,732 ) $ — $ (22,836 ) $ (63,935 ) $ (95,503 ) Depreciation and amortization for the period (127,484 ) — (33,610 ) (72,249 ) (233,343 ) Balance at December 31, 2017 $ (136,216 ) $ — $ (56,446 ) $ (136,184 ) $ (328,846 ) Vessels and other fixed assets, net - December 31, 2015 $ — $ — $ — $ — $ — Vessels and other fixed assets, net - December 31, 2016 $ 2,765,098 $ — $ 134,532 $ 293,945 $ 3,193,575 Vessels and other fixed assets, net - December 31, 2017 $ 2,637,614 $ — $ 100,922 $ 221,696 $ 2,960,232 |
5. CAPITAL LEASES (Tables)
5. CAPITAL LEASES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Capital Leases Tables | |
Schedule of capital leases | Consideration $ (2,125,000 ) Leased vessel $ (2,333,072 ) Capital lease obligation $ 1,684,242 Vessel $ 2, 773,830 |
6. ACCOUNTS PAYABLE (Tables)
6. ACCOUNTS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounts Payable Tables | |
Schedule of accounts payable | As of As of 2017 2016 Suppliers $ 93,217 $ 2,237 Seamen 63,623 70,702 Insurers 6,085 21,480 Agents 52,641 16,134 Brokers 12,319 8,081 Managers — 23,966 Other creditors 97,341 115,645 $ 325,226 $ 258,245 |
7. SHORT-TERM DEBT, NET (Tables
7. SHORT-TERM DEBT, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Short-term Debt Net Tables | |
Schedule of short term debt | As of Movement As of Acacia International Ltd $ 300,000 $ (300,000 ) $ — Conquistador Shipping Corporation 1,000,000 (200,000 ) 800,000 Cancellation loan fee 110,000 — 110,000 Total short-term debt 1,410,000 (500,000 ) 910,000 Debt discount (30,000 ) — (30,000 ) Amortization of debt discount 1,989 28,011 30,000 Total short-term debt, net $ 1,381,989 $ (471,989 ) $ 910,000 |
8. TRANSACTIONS INVOLVING REL31
8. TRANSACTIONS INVOLVING RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Transactions Involving Related Parties Tables | |
Schedule of Other Transactions | As of As of 2017 2016 Antonios Bertsos $ 47,604 $ — Mim Maritime Inc. (Guarantee) 538,572 — Non executive directors (Annual compensation - cash portion) 16,000 — Mim Maritime Inc. (as Manager) 157,239 — $ 759,415 $ — |
9. UNSECURED CONVERTIBLE PROM32
9. UNSECURED CONVERTIBLE PROMISSORY NOTES, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Unsecured Convertible Promissory Notes Net Tables | |
Schedule of unsecured convertible promissory notes | Unsecured Convertible Promissory Notes YP Holdings, LLC Various Financial Financial Institution Total Additions $ 3,150,000 $ 1,454,209 $ — $ 4,604,209 Debt discount (3,150,000 ) (1,454,209 ) — (4,604,209 ) Amortization of debt discount 176,380 54,203 — 230,583 Balance at December 31, 2016 $ 176,380 $ 54,203 $ — $ 230,583 Additions — 502,000 — 502,000 Assignment to financial institution (750,000 ) — 750,000 — Debt discount — (502,000 ) (750,000 ) (1,252,000 ) Amortization of debt discount 1,083,164 180,674 67,123 1,330,961 Notes converted to shares of Common Stock (160,400 ) — (40,000 ) (200,400 ) Balance at December 31, 2017 $ 349,144 $ 234,877 $ 27,123 $ 611,144 Current portion $ — $ — $ 3,836 $ 3,836 Non-current portion $ 349,144 $ 234,877 $ 23,287 $ 607,308 |
10. FINANCIAL INSTRUMENTS CAR33
10. FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Financial Instruments Carried At Fair Value Tables | |
Schedule of financial instruments | Book Value Fair Value Book Value Fair Value December 31, 2017 December 31, 2016 Assets Cash and cash equivalents $ 209,663 $ 209,663 $ 13,718 $ 13,718 Restricted cash $ 953 $ 953 $ 1,125 $ 1,125 Liabilities Current portion of debt $ 1,410,000 $ 1,410,000 $ 1,681,989 $ 1,681,989 Current and non-current portion of unsecured convertible promissory notes, net $ 611,144 $ 611,144 $ 230,583 $ 230,583 Derivative liability $ 13,013,260 $ 13,013,260 $ 7,493,066 $ 7,493,066 Accrued stock-based compensation $ 64,000 $ 64,000 $ 1,700,000 $ 1,700,000 Derivative Liability Allocated to Debt Discount Movement Balance at December 31, 2016 Allocated to Debt Discount Movement Balance at December 31, 2017 YP Holdings, LLC (Conversion type 1) $ 3,150,000 $ 2,049,875 $ 5,199,875 $ (910,400 ) $ 2,557,718 $ 6,847,193 Various financial institutions and third parties (Conversion type 2) 1,454,209 838,982 $ 2,293,191 502,000 2,269,154 $ 5,064,345 Financial institution (Conversion type 3) — — — 710,000 391,722 1,101,722 Total $ 4,604,209 $ 2,888,857 $ 7,493,066 $ 301,600 $ 5,218,594 $ 13,013,260 Derivative Expense Day One Loss (Gain)/Loss in Change in Fair Value of Embedded Derivative Liability Ending Balance YP Holdings, LLC (Conversion type 1) $ 4,471,289 $ (321,410 ) $ 4,149,879 Various financial institutions and third parties (Conversion type 2) 970,536 (131,558 ) 838,978 Year ended December 31, 2016 $ 5,441,825 $ (452,968 ) $ 4,988,857 YP Holdings, LLC (Conversion type 1) $ — $ 4,114,627 $ 4,114,627 Various financial institutions and third parties (Conversion type 2) 870,813 1,398,341 2,269,154 Financial institution (Conversion type 3) 914,541 (527,859 ) 386,682 Year ended December 31, 2017 $ 1,785,354 $ 4,985,109 $ 6,770,463 Year ended December 31, 2017 Commitment Date Re-measurement Date Year ended December 31, 2016 Commitment Date Re-measurement Date Expected dividends: 0% 0% Expected dividends: 0% 0% Expected volatility: 246.51% - 368.52% 367.11% Expected volatility: 250.12% 250.12% Expected term: 1 - 9 Years 1 - 9 Years Expected term: 10 Year 10 Year Risk free interest rate: 2.31% - 2.62% 2.40% Risk free interest rate: 1.46% - 2.33% 2.45% Total Level 1 Level 2 Level 3 December 31, 2017 Assets Cash and cash equivalents $ 209,663 $ 209,663 $ — $ — Restricted cash $ 953 $ 953 $ — $ — Liabilities Current portion of debt $ 1,410,000 $ — $ 1,410,000 $ — Current and non-current portion of unsecured convertible promissory notes, net $ 611,144 $ — $ 611,144 $ — Derivative liability $ 13,013,260 $ — $ — $ 13,013,260 Accrued stock-based compensation $ 64,000 $ — $ 64,000 $ — December 31, 2016 Assets Cash and cash equivalents $ 13,718 $ 13,718 $ — $ — Restricted cash $ 1,125 $ 1,125 $ — $ — Liabilities Current portion of debt $ 1,681,989 $ — $ 1,681,989 $ — Current and non-current portion of unsecured convertible promissory notes, net $ 230,583 $ — $ 230,583 $ — Derivative liability $ 7,493,066 $ — $ — $ 7,493,066 Accrued stock-based compensation $ 1,700,000 $ — $ 1,700,000 $ — |
12. DISCONTINUED OPERATONS (Tab
12. DISCONTINUED OPERATONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Interior design business Timeshare and health care provider business Total discontinued operations Interior design business Timeshare and health care provider business Total discontinued operations Interior design business Timeshare and health care provider business Total discontinued operations Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended 2017 2017 2017 2016 2016 2016 2015 2015 2015 Timeshare deed liquidation revenue $ — $ — $ — $ — $ — $ — $ — $ 54,231 $ 54,231 Revenue - Interior design business — — — — 264,625 — 264,625 Cost of services — — — — — — (332,919 ) — (332,919 ) Gross loss — — — — — — (68,294 ) — (68,294 ) General and administrative (24,826 ) (5,863 ) (30,688 ) (42,681 ) — (42,681 ) (120,345 ) (24,906 ) (145,251 ) Operating (loss)/profit from discontinued operations before interest and benefit for income taxes (24,826 ) (5,863 ) (30,688 ) (42,681 ) — (42,681 ) (188,639 ) 29,325 (159,314 ) Interest income — — — — — — 318 — 318 Interest expense — — — — — — (1,567 ) — (1,567 ) Other income/(expense), net 5,656 75,000 80,656 — (4,283 ) (4,283 ) — — — (Loss)/Income from discontinued operations before benefit for income taxes (19,170 ) 69,138 49,968 (42,681 ) (4,283 ) (46,964 ) (189,888 ) 29,325 (160,563 ) Benefit from income taxes on discontinued operations — — — — — — — — — Net (loss)/income $ (19,170 ) $ 69,138 $ 49,968 $ (42,681 ) $ (4,283 ) $ (46,964 ) $ (189,888 ) $ 29,325 $ (160,563 ) Interior design business Timeshare and health care provider business Total discontinued operations Interior design business Timeshare and health care provider business Total discontinued operations Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended 2017 2017 2017 2016 2016 2016 ASSETS CURRENT ASSETS Cash $ — $ — $ — $ — $ 73 $ 73 Restricted cash 4,947 — 4,947 112,836 — 112,836 Total current assets 4,947 — 4,947 112,836 73 112,909 TOTAL ASSETS $ 4,947 $ — $ 4,947 $ 112,836 $ 73 $ 112,909 LIABILITIES CURRENT LIABILITIES Accounts payable and accrued expenses $ 5,863 $ — $ 5,863 $ 5,654 $ — $ 5,654 Accrued legal settlements — — — — 75,000 75,000 Total current liabilities 5,863 — 5,863 5,654 75,000 80,654 TOTAL LIABILITIES $ 5,863 $ — $ 5,863 $ 5,654 $ 75,000 $ 80,654 |
15. INCOME TAXES (Tables)
15. INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Tables | |
Schedule of effective income tax rate | The following is a reconciliation of the effective income tax rate to the Federal statutory rate: As of As of As of Income tax calculated at statutory rate (34.00 %) (34.00 %) (34.00 %) State income taxes, net of Federal tax benefit 0.00 % 0.00 % (3.63 %) Temporary differences (0.06 %) (0.05 %) 30.00 % Permanent differences 29.17 % 26.89 % 0.70 % Change in valuation allowance 4.89 % 7.16 % 6.93 % (Benefit) from income taxes 0.00 % 0.00 % 0.00 % |
Schedule of deferred tax assets | As of December 31, 2017 and 2016, the deferred tax asset of $45,168 and $90,292, respectively, represents timing differences related to goodwill that was impaired in 2014. As of As of As of Amortization of intangible assets $ 45,168 $ 90,292 $ 94,366 Operating loss carryforward 699,564 824,040 187,019 Related party accrual 43,225 — — Gross deferred tax assets 787,957 914,332 281,385 Valuation allowance (787,957 ) (914,332 ) (281,385 ) Net deferred tax liability/(asset) $ — $ — $ — |
2. SUMMARY OF SIGNIFICANT ACC36
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Integrated Timeshare Solutions, Inc. | |||
Country of Incorporation | Nevada | Nevada | Nevada |
Nature/ Vessel name | Revoked | Revoked | Revoked |
Poseidon Navigation Corp. | |||
Country of Incorporation | Marshall Islands | Marshall Islands | Marshall Islands |
Nature/ Vessel name | Nikiforos | Nikiforos | Nikiforos |
2. SUMMARY OF SIGNIFICANT ACC37
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - Nikiforos Shipping S.A. [Member] | Dec. 31, 2017USD ($) |
Vessel valuation | $ 4,925,000 |
Carrying value | $ 2,960,232 |
3. ACQUISITIONS (Details)
3. ACQUISITIONS (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cash | $ 209,663 | $ 13,791 | $ 406,867 | $ 392,702 |
Acquistions | ||||
Cash | 385,628 | |||
Advances for bareboat contract | 500,000 | |||
Escrow account | 99,965 | |||
Total assets acquired | 985,593 | |||
Stock subscription liability | 1,000,000 | |||
Total liabilities acquired | 1,000,000 | |||
Formerly existed Series A preferred shares issued for asset purchase agreement with Boston Carriers Ltd. | 185 | |||
Purchase price differential | $ (14,592) |
4. VESSELS AND OTHER FIXED AS39
4. VESSELS AND OTHER FIXED ASSETS, NET (Details) | Dec. 31, 2017USD ($) |
Vessels And Other Fixed Assets Net Details | |
Consideration | $ (2,125,000) |
Leased vessel | (2,333,072) |
Capital lease obligation | 1,684,242 |
Vessel | $ 2,773,830 |
4. VESSELS AND OTHER FIXED AS40
4. VESSELS AND OTHER FIXED ASSETS, NET (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Vessel | ||
Beginning Balance | $ 2,773,830 | |
Additions | $ 2,773,830 | |
Ending Balance | 2,773,830 | 2,773,830 |
Special Survey | ||
Beginning Balance | 157,368 | |
Additions | 157,368 | |
Ending Balance | 157,368 | 157,368 |
Capitalized Initial Expenses | ||
Beginning Balance | 357,880 | |
Additions | 357,880 | |
Ending Balance | 357,880 | 357,880 |
Total | ||
Beginning Balance | 3,289,078 | |
Additions | 5,639,323 | |
Disposals | (2,350,245) | |
Ending Balance | $ 3,289,078 | 3,289,078 |
Leased Vessel | ||
Additions | 2,350,245 | |
Disposals | $ (2,350,245) |
6. ACCOUNTS PAYABLE (Details)
6. ACCOUNTS PAYABLE (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts Payable Details | ||
Suppliers | $ 93,217 | $ 2,237 |
Seamen | 63,623 | 70,702 |
Insurers | 6,085 | 21,480 |
Agents | 52,641 | 16,134 |
Brokers | 12,319 | 8,081 |
Managers | 23,966 | |
Other creditors | 97,341 | 115,645 |
Total | $ 325,226 | $ 258,245 |
7. SHORT-TERM DEBT, NET (Detail
7. SHORT-TERM DEBT, NET (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Acacia International Ltd | $ 300,000 | |
Conquistador Shipping Corporation | $ 800,000 | 1,000,000 |
Cancellation loan fee | 110,000 | 110,000 |
Total short-term debt | 910,000 | 1,410,000 |
Debt issuance costs | (30,000) | (30,000) |
Amortization of debt discount | 30,000 | 1,989 |
Total short-term debt, net | 910,000 | $ 1,381,989 |
Movement [Member] | ||
Acacia International Ltd | (300,000) | |
Conquistador Shipping Corporation | (200,000) | |
Total short-term debt | (500,000) | |
Amortization of debt discount | 28,011 | |
Total short-term debt, net | $ (471,989) |
8. TRANSACTIONS INVOLVING REL43
8. TRANSACTIONS INVOLVING RELATED PARTIES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Due to related parties | $ 759,415 | |
Antonios Bertsos [Member] | ||
Due to related parties | 47,604 | |
Mim Maritime Inc. (Guarantee) [Member] | ||
Due to related parties | 538,572 | |
Non executive directors (Annual compensation - cash portion)[Member] | ||
Due to related parties | 16,000 | |
Mim Maritime Inc. (as Manager) [Member] | ||
Due to related parties | $ 157,239 |
9. UNSECURED CONVERTIBLE PROM44
9. UNSECURED CONVERTIBLE PROMISSORY NOTES, NET (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
YP Holdings, LLC (Conversion type 1) | ||
Additions | $ 3,150,000 | |
Assignment to financial institution | $ (750,000) | |
Debt discount | (3,150,000) | |
Amortization of debt discount | 1,083,164 | 176,380 |
Notes converted to shares of Common Stock | (160,400) | |
Ending Balance | 349,144 | 176,380 |
Non-current Portion | 349,144 | |
Various financial institutions and third parties (Conversion type 2) | ||
Additions | 502,000 | 1,454,209 |
Debt discount | (502,000) | (1,454,209) |
Amortization of debt discount | 180,674 | 54,203 |
Ending Balance | 234,877 | 54,203 |
Non-current Portion | 234,877 | |
Financial Institution (Conversion Type 3) | ||
Assignment to financial institution | 750,000 | |
Debt discount | (750,000) | |
Amortization of debt discount | 67,123 | |
Notes converted to shares of Common Stock | (40,000) | |
Ending Balance | 27,123 | |
Current Portion | 3,836 | |
Non-current Portion | 23,287 | |
Total | ||
Additions | 502,000 | 4,604,209 |
Debt discount | (1,252,000) | (4,604,209) |
Amortization of debt discount | 1,330,961 | 230,583 |
Notes converted to shares of Common Stock | (200,400) | |
Ending Balance | 611,144 | $ 230,583 |
Current Portion | 3,836 | |
Non-current Portion | $ 607,308 |
9. UNSECURED CONVERTIBLE PROM45
9. UNSECURED CONVERTIBLE PROMISSORY NOTES, NET (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Unsecured Convertible Promissory Notes Net Details 1 | ||
Interest expense | $ 1,472,017 | $ 782,809 |
Cancellation fee | 110,000 | |
Debt conversion charge | 383,690 | |
Other interest and finance costs, net | 40,978 | 11,167 |
Interest and finance expenses | $ 1,896,685 | $ 903,976 |
9. UNSECURED CONVERTIBLE PROM46
9. UNSECURED CONVERTIBLE PROMISSORY NOTES, NET (Details 2) | Dec. 31, 2017USD ($) |
Unsecured Convertible Promissory Notes Net Details 2 | |
2,018 | $ 2,120,000 |
Thereafter | 4,195,809 |
Total | $ 6,315,809 |
10. FINANCIAL INSTRUMENTS CAR47
10. FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||||
Cash and cash equivalents | $ 209,663 | $ 13,791 | $ 406,867 | $ 392,702 |
Restricted cash | 953 | 1,125 | ||
Liabilities | ||||
Accrued stock-based compensation | 64,000 | 1,700,000 | ||
BookValue | ||||
Assets | ||||
Cash and cash equivalents | 209,663 | 13,718 | ||
Restricted cash | 953 | 1,125 | ||
Liabilities | ||||
Current and non-current portion of debt | 1,410,000 | 1,681,989 | ||
Current and non-current portion of convertible notes, net | 611,144 | 230,583 | ||
Derivative liability | 13,013,260 | 7,493,066 | ||
Accrued stock-based compensation | 64,000 | 1,700,000 | ||
FairValue | ||||
Assets | ||||
Cash and cash equivalents | 209,663 | 13,718 | ||
Restricted cash | 953 | 1,125 | ||
Liabilities | ||||
Current and non-current portion of debt | 1,410,000 | 1,681,989 | ||
Current and non-current portion of convertible notes, net | 611,144 | 230,583 | ||
Derivative liability | 13,013,260 | 7,493,066 | ||
Accrued stock-based compensation | $ 64,000 | $ 1,700,000 |
10. FINANCIAL INSTRUMENTS CAR48
10. FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||||
Cash and cash equivalents | $ 209,663 | $ 13,791 | $ 406,867 | $ 392,702 |
Restricted cash | 953 | 1,125 | ||
Liabilities | ||||
Accrued stock-based compensation | 64,000 | 1,700,000 | ||
Total | ||||
Assets | ||||
Cash and cash equivalents | 209,663 | 13,718 | ||
Restricted cash | 953 | 1,125 | ||
Liabilities | ||||
Current portion of debt | 1,410,000 | 1,681,989 | ||
Current and non-current portion of convertible notes, net | 611,144 | 230,583 | ||
Derivative liability | 13,013,260 | 7,493,066 | ||
Accrued stock-based compensation | 64,000 | 1,700,000 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Assets | ||||
Cash and cash equivalents | 209,663 | 13,718 | ||
Restricted cash | 953 | 1,125 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Liabilities | ||||
Current portion of debt | 1,410,000 | 1,681,989 | ||
Current and non-current portion of convertible notes, net | 611,144 | 230,583 | ||
Accrued stock-based compensation | 64,000 | 1,700,000 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Liabilities | ||||
Derivative liability | $ 13,013,260 | $ 7,493,066 |
10. FINANCIAL INSTRUMENTS CAR49
10. FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE (Details 2) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
YP Holdings, LLC (Conversion type 1) | ||
Additions | $ (910,400) | $ 3,150,000 |
Loss on Derivative Liability | 2,557,718 | 2,049,875 |
Ending Balance | 6,847,193 | 5,199,875 |
Various financial institutions and third parties (Conversion type 2) | ||
Additions | 502,000 | 1,454,209 |
Loss on Derivative Liability | 2,269,154 | 838,982 |
Ending Balance | 5,064,345 | 2,293,191 |
Financial Institution (Conversion Type 3) | ||
Additions | 710,000 | |
Loss on Derivative Liability | 391,722 | |
Ending Balance | 1,101,722 | |
Total | ||
Additions | 301,600 | 4,604,209 |
Loss on Derivative Liability | 5,218,594 | 2,888,857 |
Ending Balance | $ 13,013,260 | $ 7,493,066 |
10. FINANCIAL INSTRUMENTS CAR50
10. FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE (Details 3) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
YP Holdings, LLC (Conversion type 1) | ||
Day One Loss | $ 4,471,289 | |
(Gain)/Loss in Change in Fair Value of Embedded Derivative Liability | $ 4,114,627 | (321,410) |
Ending Balance | 4,114,627 | 4,149,879 |
Various financial institutions and third parties (Conversion type 2) | ||
Day One Loss | 870,813 | 970,536 |
(Gain)/Loss in Change in Fair Value of Embedded Derivative Liability | 1,398,341 | (131,558) |
Ending Balance | 2,269,154 | 838,978 |
Financial Institution (Conversion Type 3) | ||
Day One Loss | 914,541 | |
(Gain)/Loss in Change in Fair Value of Embedded Derivative Liability | (527,859) | |
Ending Balance | 386,682 | |
Total | ||
Day One Loss | 1,785,354 | 5,441,825 |
(Gain)/Loss in Change in Fair Value of Embedded Derivative Liability | 4,985,109 | (452,968) |
Ending Balance | $ 6,770,463 | $ 4,988,857 |
10. FINANCIAL INSTRUMENTS CAR51
10. FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitment Date | ||
Expected dividends: | $ 0 | $ 0 |
Expected volatility: | 250.12% | |
Expected term: | 10 years | |
Commitment Date | Minimum [Member] | ||
Expected volatility: | 246.51% | |
Expected term: | 1 year | |
Risk free interest rate: | 2.31% | 1.46% |
Commitment Date | Maximum [Member] | ||
Expected volatility: | 368.52% | |
Expected term: | 9 years | |
Risk free interest rate: | 2.62% | 2.33% |
Re-measurement Date | ||
Expected dividends: | $ 0 | $ 0 |
Expected volatility: | 367.11% | 250.12% |
Expected term: | 10 years | |
Risk free interest rate: | 2.40% | 2.45% |
Re-measurement Date | Minimum [Member] | ||
Expected term: | 1 year | |
Re-measurement Date | Maximum [Member] | ||
Expected term: | 9 years |
14. DISCONTINUED OPERATIONS (De
14. DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue - Interior design business | $ 3,951,952 | $ 2,131,793 | |
General and administrative | 412,723 | 414,867 | 125,022 |
Interest expense | 1,472,017 | 782,809 | |
Net (loss)/income | (14,389,137) | (8,815,350) | (285,585) |
Interior design business | |||
Revenue - Interior design business | 264,625 | ||
Cost of services | (332,919) | ||
Gross (loss)/profit | (68,294) | ||
General and administrative | (24,826) | (42,681) | (120,345) |
Operating (loss)/profit from discontinued operations before interest and benefit for income taxes | (24,826) | (42,681) | (188,639) |
Interest income | 318 | ||
Interest expense | (1,567) | ||
Other income/(expense), net | 5,656 | ||
(Loss)/Income from discontinued operations before benefit for income taxes | (19,170) | (42,681) | (189,888) |
Net (loss)/income | (19,170) | (42,681) | (189,888) |
Timeshare and health care provider business | |||
Timeshare deed liquidation revenue | 54,231 | ||
General and administrative | (5,863) | (24,906) | |
Operating (loss)/profit from discontinued operations before interest and benefit for income taxes | (5,863) | 29,325 | |
Other income/(expense), net | 75,000 | (4,283) | |
(Loss)/Income from discontinued operations before benefit for income taxes | 69,138 | (4,283) | 29,325 |
Net (loss)/income | 69,138 | (4,283) | 29,325 |
Total Discontinued Operations | |||
Timeshare deed liquidation revenue | 54,231 | ||
Revenue - Interior design business | 264,625 | ||
Cost of services | (332,919) | ||
Gross (loss)/profit | (68,294) | ||
General and administrative | (30,688) | (42,681) | (145,251) |
Operating (loss)/profit from discontinued operations before interest and benefit for income taxes | (30,688) | (42,681) | (159,314) |
Interest income | 318 | ||
Interest expense | (1,567) | ||
Other income/(expense), net | 80,656 | (4,283) | |
(Loss)/Income from discontinued operations before benefit for income taxes | 49,968 | (46,964) | (160,563) |
Net (loss)/income | $ 49,968 | $ (46,964) | $ (160,563) |
14. DISCONTINUED OPERATIONS (53
14. DISCONTINUED OPERATIONS (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||||
Cash | $ 209,663 | $ 13,791 | $ 406,867 | $ 392,702 |
Restricted cash | 953 | 1,125 | ||
Total current assets | 1,041,920 | 313,430 | ||
Total assets | 4,002,152 | 3,507,005 | ||
CURRENT LIABILITIES | ||||
Total current liabilities | 17,657,282 | 12,031,849 | ||
Interior design business | ||||
CURRENT ASSETS | ||||
Restricted cash | 4,947 | 112,836 | ||
Total current assets | 4,947 | 112,836 | ||
Total assets | 4,947 | 112,836 | ||
CURRENT LIABILITIES | ||||
Accounts payable and accrued expenses | 5,863 | 5,654 | ||
Accrued legal settlements | ||||
Total current liabilities | 5,863 | 5,654 | ||
TOTAL LIABILITIES | 5,863 | 5,654 | ||
Timeshare and health care provider business | ||||
CURRENT ASSETS | ||||
Cash | 73 | |||
Restricted cash | ||||
Total current assets | 73 | |||
Total assets | 73 | |||
CURRENT LIABILITIES | ||||
Accrued legal settlements | 75,000 | |||
Total current liabilities | 75,000 | |||
TOTAL LIABILITIES | 75,000 | |||
Total Discontinued Operations | ||||
CURRENT ASSETS | ||||
Cash | 73 | |||
Restricted cash | 4,947 | 112,836 | ||
Total current assets | 4,947 | 112,909 | ||
Total assets | 4,947 | 112,909 | ||
CURRENT LIABILITIES | ||||
Accounts payable and accrued expenses | 5,863 | 5,654 | ||
Accrued legal settlements | 75,000 | |||
Total current liabilities | 5,863 | 80,654 | ||
TOTAL LIABILITIES | $ 5,863 | $ 80,654 |
15. INCOME TAXES - Reconciliati
15. INCOME TAXES - Reconciliation Income Tax Rates (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax calculated at statutory rate | (34.00%) | (34.00%) | (34.00%) |
State income taxes, net of Federal tax benefit | 0.00% | 0.00% | (3.63%) |
Temporary differences | (0.06%) | (0.05%) | 30.00% |
Permanent Differences | 29.17% | 26.89% | 0.70% |
Change in valuation allowance | 4.89% | 7.16% | 6.93% |
(Benefit) from income taxes | 0.00% | 0.00% | 0.00% |
15. INCOME TAXES - Deferred Inc
15. INCOME TAXES - Deferred Income Taxes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | |||
Amortization of intangible assets | $ 45,168 | $ 90,292 | $ 94,366 |
Operating loss carryforward | 699,564 | 824,040 | 187,019 |
Related party accrual | 43,225 | 69,983 | |
Gross deferred tax assets | 787,957 | 914,332 | 281,385 |
Valuation allowance | (787,957) | (914,332) | (281,385) |
Net deferred tax liability/(asset) |