Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 21, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Spectrum Global Solutions, Inc. | |
Entity Central Index Key | 1,413,891 | |
Trading Symbol | sgsi | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Restatement of Consolidated Financial Statements We are filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to restate the following items of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, which we originally filed with the Securities and Exchange Commission on May 21, 2018 (the “Original Form 10-Q”): (i) Item 1 of Part I “Financial Information” (ii) Item 2 of Part I “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (iii) Item 4 of Part I “Controls and Procedures” (iv) Item 6 of Part II “Exhibits” We have also updated the signature page, the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1, and 32.2 and our financial statements formatted in Extensible Business Reporting Language (XBRL). No other sections were affected, but for the convenience of the reader, the report on Form 10-Q/A restates in its entirety, as amended, our Original Form 10-Q. On August 10, 2018, after discussions with our management and outside advisors, the Audit Committee of our Board of Directors concluded that the restatement of the unaudited interim financial statements included in the Original Form 10-Q for the three months ended March 31, 2018 was required to correct errors in the Company’s accounting associated with the valuation of the derivative liability related to the conversion feature included in the convertible note described in Notes 3 and 9(g) during the three months ended March 31, 2018. The effect of the error is to (1) decrease the goodwill recorded upon the acquisition of ADEX Corp and subsidiaries by $2,152,200; (2) decrease the fair value of the derivative liability by $2,394,911; and, (3) decrease the net loss for the three months ended March 31, 2018 by $242,711. The Company also reclassified the value of Series A Preferred Stock from permanent equity to mezzanine due to fact that as of March 31, 2018, the Company has an insufficient number of common shares authorized to satisfy conversion of the preferred stock into common stock. The Company determined that the misstated amounts are material to the March 31, 2018 financial statements. As a result, the Company amended and restated the interim financial statements for the three months ended March 31, 2018. This report on Form 10-Q/A has been signed as of a current date and all certifications of the Company’s Chief Executive Officer and Chief Financial Officer are given as of a current date. Except as discussed above and as further described in Note 2 to the consolidated financial statements, the Company has not modified, or updated disclosures presented in this Amendment. Accordingly, the Amendment does not reflect events occurring after the Original Form 10-Q or modify or update those disclosures affected by subsequent events. Information not affected by the restatement is unchanged and reflects disclosures made at the time of the filing of the Original Form 10-Q. As a result of these misstatements, the Company has concluded there was a material weakness in the Company’s internal control over financial reporting as of March 31, 2018. See additional discussion included in Part I, Item 4 of this amended Quarterly Report on Form 10-Q/A. | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 264,983,878 |
Condensed consolidated balance
Condensed consolidated balance sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 285,339 | $ 28,893 |
Accounts receivable (net of allowance for doubtful accounts of $560,971 and $54,482, respectively) | 6,432,403 | 1,473,377 |
Prepaid expenses and deposits | 34,109 | 41,063 |
Total current assets | 6,751,851 | 1,543,333 |
Property and equipment (net of accumulated depreciation of $1,004,164 and $999,769, respectively) | 65,652 | 61,159 |
Goodwill | 1,834,856 | 1,503,633 |
Customer lists (net of accumulated amortization of $90,823 and $65,269, respectively) | 946,725 | 836,279 |
Tradenames (net of accumulated amortization of $59,484 and $41,600, respectively) | 1,146,121 | 533,005 |
Other assets | 28,918 | 27,931 |
Total assets | 10,774,123 | 4,505,340 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,784,315 | 2,368,652 |
Due to related parties | 117,640 | 159,782 |
Loans payable (net of discount of $618,188 and $nil, respectively) | 3,621,692 | 363,081 |
Loans payable to related parties | 148,858 | 148,858 |
Convertible debentures (net of discount of $1,438,501 and $573,776, respectively) | 3,842,689 | 1,913,224 |
Derivative liability | 4,708,733 | 4,749,712 |
Contingent liability | 793,893 | |
Preferred stock liability: Authorized: 8,000,000 Series A preferred stock, par value $0.00001 Issued and outstanding: 1,768,439 (December 31, 2017 - 1,262,945) shares | 435,138 | |
Total current liabilities | 16,223,927 | 10,932,340 |
Mezzanine equity | ||
Preferred stock Authorized: 8,000,000 Series A preferred stock, par value $0.00001 Issued and outstanding: 1,768,439 (December 31, 2017 - 1,262,945) shares | 317,767 | |
Stockholders' deficit | ||
Common stock Authorized: 750,000,000 shares, par value $0.00001 Issued and outstanding: 460,682,237 (December 31, 2017 - 423,027,290) shares | 4,610 | 4,233 |
Additional paid-in capital | 16,618,210 | 15,905,400 |
Common stock subscribed | 74,742 | 74,742 |
Accumulated deficit | (22,188,456) | (22,322,725) |
Total Spectrum Global Solutions, Inc. stockholders' deficit | (5,173,127) | (6,338,350) |
Non-controlling interest | (276,677) | (88,650) |
Total stockholders' deficit | (5,449,804) | (6,427,000) |
Total liabilities and stockholders' deficit | $ 10,774,123 | $ 4,505,340 |
Condensed consolidated balance3
Condensed consolidated balance sheets (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable (net of allowance for doubtful accounts) | $ 560,971 | $ 54,482 |
Property and equipment (net of accumulated depreciation) | 1,004,164 | 999,769 |
Customer lists (net of accumulated amortization) | 90,823 | 65,269 |
Tradenames (net of accumulated amortization) | 59,484 | 41,600 |
Loans payable (net of discount) | 618,188 | |
Convertible debentures, net of discount | $ 1,438,501 | $ 573,776 |
Series A Preferred stock, shares authorized | 8,000,000 | 8,000,000 |
Series A Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Series A Preferred stock, shares issued | 1,768,439 | 1,262,945 |
Series A Preferred stock, shares outstanding | 1,768,439 | 1,262,945 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 460,682,237 | 423,027,290 |
Common stock, shares outstanding | 460,682,237 | 423,027,290 |
Preferred Stock, par value | $ 0.00001 | $ 0.00001 |
Preferred Stock, shares authorized | 8,000,000 | 8,000,000 |
Preferred stock, shares issued | 1,768,439 | 1,262,945 |
Preferred stock, shares outstanding | 1,768,439 | 1,262,945 |
Condensed consolidated statemen
Condensed consolidated statements of operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 4,327,764 | |
Operating expenses | ||
Cost of revenues | 3,784,520 | |
Depreciation and amortization | 47,833 | 5,603 |
General and administrative | 661,298 | 132,149 |
Salaries and wages | 577,604 | 2,121 |
Total operating expenses | 5,071,255 | 139,873 |
Loss from operations | (743,491) | (139,873) |
Other income (expense) | ||
Gain (loss) on settlement of debt | 561,963 | (5,400) |
Gain on extinguishment of preferred stock liability | 287,815 | |
Loss on disposal of assets | 2,067 | |
Amortization of discounts on convertible debentures | (654,087) | (61,128) |
Gain (loss) on change in fair value of derivatives | 806,621 | (627,978) |
Interest expense | (179,325) | (102,648) |
Impairment loss | (103,480) | |
Total other income (expense) | 822,987 | (902,701) |
Net income (loss) for the period | 79,496 | (1,042,574) |
Less: net loss attributable to the non-controlling interest | 54,773 | 23,653 |
Net income (loss) attributable to Spectrum Global Solutions, Inc. | $ 134,269 | $ (1,018,921) |
Net income (loss) per share attributable to Spectrum Global Solutions, Inc. common shareholders: | ||
Basic | $ 0 | $ (0.01) |
Diluted | $ 0 | $ (0.01) |
Weighted average number of shares outstanding used in the calculation of net income (loss) attributable to Spectrum Global Solutions, Inc. per common share: | ||
Basic | 445,161,856 | 117,272,240 |
Diluted | 1,685,801,264 | 117,272,240 |
Condensed consolidated stateme5
Condensed consolidated statements of cash flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities | ||
Net income (loss) | $ 79,496 | $ (1,042,574) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss (gain) on change in fair value of derivative liability | (806,621) | 627,978 |
Amortization of discounts on convertible debentures | 654,087 | 61,128 |
Depreciation and amortization | 47,833 | 5,603 |
Foreign exchange loss (gain) | 6,365 | (1,701) |
Shares issued for services | 790 | |
Interest related to cash redemption premium on convertible notes | 76,825 | |
Stock-based compensation on options and warrants | 312,561 | |
Derivative warrants issued for services | 68,536 | |
Impairment loss | 103,480 | |
(Gain) loss on settlement of debt | (561,963) | 5,400 |
Gain on extinguishment of preferred stock liability | (287,815) | |
Loss on disposal of assets | 2,067 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 184,723 | (1,349) |
Prepaid expenses and deposits | 20,774 | 79 |
Accounts payable and accrued liabilities | (380,379) | 115,994 |
Other assets | 5,813 | |
Due to related parties | 29,695 | |
Net cash used in operating activities | (656,590) | (16,585) |
Investing activities | ||
Purchase of equipment | (8,889) | |
Net cash provided by (used in) investing activities | (8,889) | |
Financing activities | ||
Cash paid for lease obligation | (7,911) | |
Repayment of loan payable | (386,125) | (15,000) |
Proceeds from notes payable | 616,306 | 5,467 |
Cash received on acquisition | 191,744 | |
Proceeds from issuance of convertible debentures | 500,000 | 31,839 |
Cheques issued in excess of funds on deposit | 789 | |
Net cash provided by financing activities | 921,925 | 15,184 |
Change in cash | 256,446 | (1,401) |
Cash, beginning of period | 28,893 | 1,401 |
Cash, end of period | 285,339 | |
Non-cash investing and financing activities: | ||
Common stock issued to settle accounts payable and debt | 20,400 | |
Common stock issued for conversion of notes payable | 92,703 | 129,233 |
Net assets acquired in ADEX Acquisition | 4,332,577 | |
Goodwill | 331,223 | |
Warrant issued for non-controlling interest | 133,256 | |
Preferred stock issued to settle notes payable and accrued interest | 439,560 | |
Preferred stock issued to settle derivative liabilities | 291,064 | |
Preferred stock issued for prepaid expenses | 13,820 | |
Debt issuance cost | 247,500 | 62,810 |
Original issue discounts | 402,500 | 14,015 |
Reclassification of related party debt to accounts payable | ||
Original debt discount against derivative liability | 1,487,000 | 31,839 |
Supplemental disclosures: | ||
Interest paid | 4,622 | 9,141 |
Income taxes paid |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Organization and Significant Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies a. Organization and nature of operations Spectrum Global Solutions, Inc. (the “Company”) was incorporated in the State of Nevada on January 22, 2007 to acquire and commercially exploit various new energy related technologies through licenses and purchases. On December 8, 2008, the Company continued its corporate jurisdiction out of the State of Nevada and into the province of British Columbia, Canada. On April 25, 2017, the Company entered into and closed on an Asset Purchase Agreement with InterCloud Systems, Inc. (“InterCloud”). Pursuant to the terms of the Asset Purchase Agreement, the Company purchased 80.1% of the assets associated with InterCloud’s “AW Solutions” business. After the acquisition of AW Solutions, the Company provides professional, multi-service line, telecommunications infrastructure and outsource services to the wireless and wireline industry. On November 15, 2017, the Company changed its name to “Spectrum Global Solutions, Inc.”. On February 14, 2018, the Company entered into an agreement with InterCloud providing for the sale, transfer, conveyance and delivery to the Company of the remaining 19.9% of the assets associated with InterCloud’s AWS business not already purchased by the Company. b. Condensed financial statements On February 6, 2018, the Company entered into a Stock Purchase Agreement with InterCloud. Pursuant to the terms of the Stock Purchase Agreement, InterCloud agreed to sell, and Spectrum agreed to purchase, all of the issued and outstanding capital stock and membership interests of ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (collectively, “ADEX”). On February 27, 2018, the Company completed the acquisition of ADEX. Pursuant to the terms of the Stock Purchase Agreement, the Company purchased from InterCloud all of the issued and outstanding capital stock and membership interests of ADEX. The accompanying unaudited interim consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Transition Report on Form 10-K for the seven month period from June 1, 2017 to December 31, 2017. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. c. Going concern These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has yet to acquire commercially exploitable energy related technology and is unlikely to generate earnings in the immediate or foreseeable future. The recently acquired AW Solutions business has also incurred losses and experienced negative cash flows from operations during its most recent fiscal years. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. As of March 31, 2018, the Company has an accumulated loss of $22,188,456, and a working capital deficit of $9,472,076. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management requires additional funds over the next twelve months to fully implement its business plan. Management is currently seeking additional financing through the sale of equity and from borrowings from private lenders to cover its operating expenditures. There can be no certainty that these sources will provide the additional funds required for the next twelve months. d. Basis of Presentation/Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its subsidiaries, Carbon Commodity Corporation, Climate ESCO Ltd., Mantra Energy Alternatives Ltd., Mantra China Inc., Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., Mantra Wind Inc., AW Solutions, Inc. (from the date of acquisition, April 25, 2017), Tropical Communications, Inc. (from the date of acquisition, April 25, 2017), AW Solutions Puerto Rico, LLC. (from the date of acquisition, April 25, 2017), ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (from the date of acquisition, February 27, 2018). All the subsidiaries are wholly-owned with the exception of Climate ESCO Ltd., which is 64.55% owned, Mantra Energy Alternatives Ltd., which is 88.21%. All inter-company balances and transactions have been eliminated. e. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. f. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. g. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company records unbilled receivables for services performed but not billed. At March 31, 2018 and December 31, 2017, unbilled receivables totaled $1,624,940 and $11,429, respectively, and are included in accounts receivable. Management reviews a customer’s credit history before extending credit. The Company maintains an allowance for doubtful accounts for estimated losses. Estimates of uncollectible amounts are reviewed each period, and changes are recorded in the period in which they become known. Management analyzes the collectability of accounts receivable each period. This review considers the aging of account balances, historical bad debt experience, and changes in customer creditworthiness, current economic trends, customer payment activity and other relevant factors. Should any of these factors change, the estimate made by management may also change. The allowance for doubtful accounts at March 31, 2018 and December 31, 2017 was $560,971 and $54,482 respectively. h. Property and Equipment Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates: Automotive 3-5 years straight-line basis Computer equipment and software 3-7 years straight-line basis Leasehold improvements 5 years straight-line basis Office equipment and furniture 5 years straight-line basis Research equipment 5 years straight-line basis i. Goodwill Goodwill was generated through the acquisition of AW Solutions and ADEX as the total consideration paid exceeded the fair value of the net assets acquired. The Company tests its goodwill for impairment at least annually on December 31 st The Company tests goodwill by estimating fair value using a Discounted Cash Flow (“DCF”) model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant’s weighted-average cost of capital used to discount future cash flows to their present value. There were no impairment charges during the three months ended March 31, 2018. j. Intangible Assets At March 31, 2018 and December 31, 2017, definite-lived intangible assets primarily consist of non-compete agreements, tradenames and customer relationships which are being amortized over their estimated useful lives ranging from 1-20 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. k. Long-lived Assets In accordance with ASC 360, “ Property, Plant and Equipment l. Foreign Currency Translation Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income. The Company’s integrated foreign subsidiaries are financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into U.S. dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in income. m. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Accounting for Income Taxes The Company conducts business, and files federal and state income, franchise or net worth, tax returns in Canada, the United States, in various states within the United States and the Commonwealth of Puerto Rico. The Company determines its filing obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2010 to 2017. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above. Significant management judgment is required in determining the provision for income taxes, and in particular, any valuation allowance recorded against the Company’s deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods. The realization of these assets is dependent on generating future taxable income. The Company follows the guidance set forth within ASC Topic 740, “ Income Taxes” The Company received a tax notice from the Puerto Rican government requesting payment of taxes related to 2014 in the amount of $166,084 plus penalties and interest of $96,764 for a total obligation due of $262,848. This tax assessment is included in accrued expenses at March 31, 2018 and December 31, 2017. n. Revenue Recognition On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), to update the financial reporting requirements for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance became effective for the Company beginning on January 1, 2018, and entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The Company adopted this standard using the modified retrospective approach on January 1, 2018. In preparation for adoption of the standard, the Company evaluated each of the five steps in Topic 606, which are as follows: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue when (or as) performance obligations are satisfied. Reported revenue will not be affected materially in any period due to the adoption of ASC Topic 606 because: (1) the Company expects to identify similar performance obligations under Topic 606 as compared with deliverables and separate units of account previously identified; (2) the Company has determined the transaction price to be consistent; and (3) the Company records revenue at the same point in time, upon delivery of services, under both ASC Topic 605 and Topic 606, as applicable under the terms of the contract with the customer. Additionally, the Company does not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period due to the adoption of Topic 606. There are also certain considerations related to accounting policies, business processes and internal control over financial reporting that are associated with implementing Topic 606. The Company has evaluated its policies, processes, and control framework for revenue recognition, and identified and implemented the changes needed in response to the new guidance. Lastly, disclosure requirements under the new guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the current guidance, including disclosures related to disaggregation of revenue into appropriate categories, performance obligations, the judgments made in revenue recognition determinations, adjustments to revenue which relate to activities from previous quarters or years, any significant reversals of revenue, and costs to obtain or fulfill contracts. The infrastructure and professional services revenues are derived from contracts to provide technical engineering services along with contracting services to commercial and governmental customers. The Company’s service contracts generally require specific tasks or services that the Company must perform under the contract. The Company recognizes revenues associated with these services upon the completion of the related task or service which is at the time the four revenue recognition criteria have been met. Direct costs incurred related to performance of the task or service are deferred and recorded as prepaid expense and are expensed when the related revenue is recognized. The Company also generates revenue from service contracts with certain customers. These contracts are accounted for under the proportional performance method. Under this method, revenue is recognized in proportion to the value provided to the customer for each project as of each reporting date. The Company records unbilled receivables for revenues earned, but not yet billed. o. Cost of Revenues Cost of revenues includes all direct costs of providing services under our contracts, including costs for direct labor provided by employees, services by independent subcontractors, operation of capital equipment (excluding depreciation and amortization), direct materials, insurance claims and other direct costs. p. Research and Development Costs Research and development costs are expensed as incurred. q. Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation The Company applies ASC 505-50, “ Equity-Based Payments to Non-Employees The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. r. Loss Per Share The Company computes loss per share in accordance with ASC 260, “ Earnings per Share s. Comprehensive Loss ASC 220, “ Comprehensive Income t. Recent Accounting Pronouncements On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations. u. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company maintains its cash balances with high-credit-quality financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits may be withdrawn upon demand and therefore bear minimal risk. The Company provides credit to customers on an uncollateralized basis after evaluating client creditworthiness. For the three months ended March 31, 2018, two customers accounted for 22% and 18%, respectively, of consolidated revenues for the period. In addition, amounts due from these customers represented 7% and 22%, respectively, of trade accounts receivable as of March 31, 2018. For the three months ended March 31, 2017, two customers accounted for 54% and 9%, respectively, of consolidated revenues for the period. In addition, amounts due from these customers represented 53% and 13%, respectively, of trade accounts receivable as of March 31, 2017. The Company’s customers are primarily located within the domestic United States of America and Puerto Rico. Revenues generated within the domestic United States of America accounted for approximately 89% of consolidated revenues for the three month period ended March 31, 2018 (84% - 2017). Revenues generated from customers in Puerto Rico accounted for approximately 11% of consolidated revenues for the three month period ended March 31, 2018 (16% - 2017). v. Fair Value Measurements The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets. Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and. Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the three months ended March 31, 2018 and 2017. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2018 and December 31, 2017, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 4,708,733 – – 4,708,733 Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 4,749,712 – – 4,749,712 (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 10 for additional information. w. Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, ” Derivatives and Hedging 4,708,733 and $4,749,712 derivative liability, respectively. x. Reclassifications Certain prior period amounts have been reclassified to conform to current presentation. |
Restatement
Restatement | 3 Months Ended |
Mar. 31, 2018 | |
Restatement [Abstract] | |
Restatement | 2. Restatement The Company has restated its quarterly unaudited consolidated financial statements as of and for the period ended March 31, 2018 to correct for a misstatement identified associated with valuation of the derivative liability related to the conversion feature included in the convertible note described in Notes 3 and 9(g), as well as to reclassify preferred stock from permanent equity to mezzanine, during the three months ended March 31, 2018. The effect of the error is to decrease the goodwill recorded upon the acquisition of ADEX by $2,152,200, the fair value of the derivative liability by $2,394,911 and decrease net loss by $242,711 for the three months ended March 31, 2018. The effect of the reclassification of preferred stock is to decrease permanent equity and increase the value of mezzanine equity instruments by $317,767. The Company determined that the misstated amounts are material to the March 31, 2018 financial statements. As a result, the Company amended and restated the interim financial statements for the three months ended March 31, 2018. The following tables reflect the impact of the restatement to the consolidated balance sheet and the consolidated statement of operations. March 31, 2018 Consolidated Balance Sheet As Previously Effect of As Restated Goodwill $ 3,987,056 $ (2,152,200 ) $ 1,834,856 Total Assets 12,926,323 (2,152,200 ) 10,774,123 Derivative liability 7,103,644 (2,394,911 ) 4,708,733 Total current liabilities 18,618,838 (2,394,911 ) 16,223,927 Preferred stock – mezzanine - 317,676 317,676 Preferred stock – par value 18 (18 ) - Additional paid in capital 16,935,959 (317,749 ) 16,618,210 Deficit Accumulated During the Development Stage (22,431,167 ) 242,711 (22,188,456 ) Total Spectrum Global Solutions, Inc. Stockholder’ Deficit $ (5,415,838 ) $ 242,711 $ (5,173,127 ) Total Stockholder’ Deficit $ (5,692,515 ) $ 242,711 $ (5,449,804 ) For the Three Months Ended Consolidated Statement of Operations As Previously Effect of As Restated Gain (loss) on change in fair value of derivatives $ 563,910 $ 242,711 $ 806,621 Total other income 580,276 242,711 822,987 Net Income (Loss) (163,215 ) 242,711 79,496 Net Income (Loss) Attributable to Spectrum Global Solutions, Inc. $ (108,442 ) $ 242,711 $ 134,269 Net Income (Loss) Per Share – Basic and Diluted $ (0.00 ) $ 0.00 $ 0.00 |
ADEX Acquisition
ADEX Acquisition | 3 Months Ended |
Mar. 31, 2018 | |
ADEX Acquisition [Abstract] | |
ADEX Acquisition | 3. ADEX Acquisition a) On February 6, 2018, pursuant to the Stock Purchase Agreement with InterCloud, the Company purchased, all of the issued and outstanding capital stock and membership interests of ADEX. The Company closed and completed the acquisition on February 27, 2018. The purchase price paid by the Company for the Assets includes the assumption of certain liabilities and contracts associated with ADEX, $3,000,000 in cash, of which $2,500,000 was paid at closing and $500,000 was be retained by the Company for 90 days in order to satisfy any outstanding liabilities of ADEX incurred prior to the closing date, and the issuance to InterCloud of a one-year convertible promissory note in the aggregate principal amount of $2,000,000 (the “ADEX Note”). The Company has performed a valuation analysis of the fair market value of ADEX’ assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date: Purchase Price $2,000,000 Convertible Note $ 1,663,800 Cash 2,500,000 Cash retained for 90 days 500,000 Total Purchase Price $ 4,663,800 Allocation of Purchase Price Cash $ 191,744 Accounts receivable 5,143,749 Other assets 6,800 Tradenames 631,000 Customer lists 136,000 Accounts payable (136,684 ) Accrued expenses (1,627,116 ) Other current liabilities (12,916 ) Goodwill 331,223 Net assets acquired $ 4,663,800 The following table summarizes our consolidated results of operations for the three months ended March 31, 2018, as well as unaudited pro forma consolidated results of operations as though the acquisition had occurred on January 1, 2017: March 31, March 31, As Reported Pro Forma As Reported Pro Forma Net Sales 4,327,764 7,892,535 – 4,807,214 Net Income 134,269 127,318 (1,042,574 ) (4,535,676 ) Earnings per common share: Basic (0.00 ) (0.00 ) (0.01 ) (0.04 ) Diluted (0.00 ) (0.00 ) (0.01 ) (0.04 ) |
AWS Acquisition
AWS Acquisition | 3 Months Ended |
Mar. 31, 2018 | |
AWS Acquisition [Abstract] | |
AWS Acquisition | 4. AWS Acquisition On April 25, 2017, pursuant to the Asset Purchase Agreement with InterCloud, the Company purchased, 80.1% of the assets associated with InterCloud’s “AW Solutions” business (“AWS”) including, but not limited to, fixed assets, real property, intellectual property, and accounts receivables (collectively, the “Assets”). The purchase price paid by the Company for the Assets includes the assumption of certain liabilities and contracts associated with AWS, the issuance to InterCloud of a convertible promissory note in the aggregate principal amount of $2,000,000 (as described in Note 9(j)), and a potential earn-out after three months in an amount equal to the lesser of (i) three times EBITDA (as defined in the Asset Purchase Agreement) of the business for the six-month period immediately following the closing and (ii) $1,500,000. During the seven months ended December 31, 2017, Intercloud agreed to reduce the contingent liability to $793,893, as a result, the Company recorded a $615,518 gain on settlement of debt. The Company also issued Intercloud the convertible note described in Note 9(f) with a principal amount of $793,894 to settle a contingent liability of $793,893. On February 14, 2018, the Company entered into an agreement with InterCloud providing for the sale, transfer, conveyance and delivery to the Company of the remaining 19.9% of the assets associated with InterCloud’s AWS business not already purchased by the Company (collectively, the “Remaining Assets”). The acquisition of the initial 80.1% of AWS took place during the fiscal year ended December 31, 2017. As consideration for the Remaining Assets, the Company issued InterCloud a common stock purchase warrant that entitles InterCloud to purchase a number of shares equal to 4% of the number of shares of the Company’s common stock outstanding at the time of exercise at an exercise price of $0.006 per share. The warrant has a three year term. The Company recorded the fair value of the warrant of $259,000, reduced the carrying value of the AWS non-controlling interest from $133,256 to $0 and recorded the difference of $125,744 as additional paid in capital. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment March 31, December 31, Computers and office equipment 317,538 308,649 Equipment 382,139 382,140 Research equipment 143,129 143,129 Software 177,073 177,073 Vehicles 94,356 94,356 Vehicles under capital lease – – Total 1,114,235 1,105,347 Less: impairment (44,419 ) (44,419 ) Less: accumulated depreciation (1,004,164 ) (999,769 ) Equipment, Net 65,652 61,159 During the three months ended March 31, 2018, the Company recorded $4,395 (2017 - $5,603) of depreciation expense. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Intangible Assets [Abstract] | |
Intangible Assets | 6. Intangible Assets Cost Accumulated amortization Impairment March 31, 2018 December 31, Customer relationship and lists 1,037,548 90,823 – 946,725 836,279 Trade names 1,205,605 59,484 – 1,146,121 533,005 2,243,153 150,307 – 2,092,846 1,369,284 During the three months ended March 31, 2018, the Company recorded $43,438 (2017 - $Nil) of amortization expense. Estimated Future Amortization Expense: $ For year ending December 31, 2018 155,541 For year ending December 31, 2019 207,387 For year ending December 31, 2020 207,387 For year ending December 31, 2021 207,387 For year ending December 31, 2022 207,387 For year ending December 31, 2023 207,387 For year ending December 31, 2024 207,387 For year ending December 31, 2025 191,193 For year ending December 31, 2026 149,591 For year ending December 31, 2027 92,432 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions a) As of March 31, 2018, the Company owes a total of $117,640 (December 31, 2017 - $109,978) to the former President of the Company and his spouse, and a company controlled by the former President of the Company which is non-interest bearing, unsecured, and due on demand. b) On November 30, 2017, the Company received $18,858 pursuant to a promissory note issued to the Chief Executive Officer of the Company. The note issued is unsecured, due on November 30, 2018 and bears interest at a rate of 8% per annum. At March 31, 2018, the amount of $18,858 was owed. c) On November 30, 2017, the Company received $130,000 pursuant to a promissory note issued to the President of the Company. The note issued is unsecured, due on November 30, 2018 and bears interest at a rate of 8% per annum. At March 31, 2018, the amount of $130,000 was owed. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2018 | |
Loans Payable/Convertible Debentures [Abstract] | |
Loans Payable | 8. Loans Payable (a) As of March 31, 2018, the amount of $49,120 (Cdn$63,300) (December 31, 2017 - $50,349 (Cdn$63,300)) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. (b) As of March 31, 2018, the amount of $17,500 (December 31, 2017 - $17,500) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. (c) As of March 31, 2018, the amounts of $7,500 and $28,712 (Cdn$37,000) (December 31, 2017 - $7,500 and $29,430 (Cdn$37,000)) are owed to a non-related party which are non-interest bearing, unsecured, and due on demand. (d) As of March 31, 2018, the amount of $4,490 (December 31, 2017 - $4,490) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. (e) As of March 31, 2018, the amounts of $14,019 (Cdn$18,066) (December 31, 2017 - $14,370 (Cdn$18,066) was advanced by a non-related party. The amount owing is non-interest bearing, unsecured, and due on demand. (f) In March 2012, the Company received $50,000 for the subscription of 10,000,000 shares of the Company’s common stock. During the year ended May 31, 2013, the Company and the subscriber agreed that the shares would not be issued and that the subscription would be returned. The subscription has been reclassified as a non-interest bearing demand loan until the funds are refunded to the subscriber. (g) On August 4, 2015, the Company borrowed $50,000 pursuant to a promissory note. The note was due on September 4, 2015. The note bears interest at 120% per annum prior September 4, 2015, and at 180% per annum after September 4, 2015. The holder of the note was also granted the rights to buy 100,000 shares of the Company’s common stock at a price of $0.15 per share until August 4, 2017. During the year ended May 31, 2016, the Company repaid the $50,000 note and $1,200 of accrued interest remains owing. At March 31, 2018, the amount of $1,200 was owed. (h) As of March 31, 2018, and December 31, 2017, the amounts of $15,000 and $43,361 (Cdn$55,878) was owed to non-related parties. These advances are non-interest bearing, unsecured, and due on demand. (i) On April 12, 2017, received $12,000 pursuant to a promissory note. The note issued is unsecured, due on demand and bears interest at a rate of 10% per annum. At March 31, 2018, the amount of $12,000 was owed. (j) On June 27, 2017, received $250,200 net of a $27,800 Original Issue Discount pursuant to a $278,000 promissory note. The note issued is unsecured, due on demand and bears interest at a rate of 12% per annum. The Company also issued a warrant with a term of three years to purchase up to 50,000,000 shares of common stock of the Company at an exercise price of $0.005 per share. The fair value of the warrants of $332,966 resulted in a discount to the note payable of $250,200 and the recognition of a loss on derivatives of $82,766. During the period ended December 31, 2017, the Company repaid $160,000 of the loan and recorded accretion of $278,000, increasing the carrying value of the note to $118,000. During the three month period ended March 31, 2018, the Company repaid the remaining balance outstanding. (k) On February 27, 2018, the Company, and its subsidiaries entered into a Business Loan and Security Agreement with Super G Capital, LLC, a Delaware limited liability company (“Super G”), as lender and received a term loan from Super G in an amount equal to $1,150,000, a portion of the proceeds of which were used to fund the Acquisition. Borrowings under the Super G Loan Agreement are to be repaid in semi-monthly installments (including interest) of $43,125 for 36 months starting on March 16, 2018, for total payments of $1,552,500. The total interest charge is expected to total $402,500 and the company paid additional finance fees of $247,500. The obligations of the Company under the Super G Loan Agreement are secured by a lien on substantially all of the assets of the Company and its subsidiaries, including accounts receivable, intellectual property, equipment and other personal property. The Super G Loan Agreement contains certain restrictions and covenants and requires the Company to comply with certain financial covenants, including maintaining unrestricted cash and minimum levels of revenue and adjusted EBITDA. The Super G Loan Agreement contains customary events of default, including failure to pay any principal or interest when due, failure to perform or observe covenants, breaches of representations and warranties, certain cross defaults, certain bankruptcy related events, monetary judgments defaults and failure to own 100% of the Company’s subsidiaries. Upon the occurrence of an event of default, the outstanding obligations may be accelerated and become immediately due and payable. During the period ended March 31, 2018, the Company repaid $43,125 of the loan and recorded accretion of $31,812 increasing the carrying value of the note to $891,187. (l) The Company owed Intercloud $500,000 of the acquisition price of ADEX (described in Note 3) which was retained by the Company in order to satisfy outstanding liabilities acquired by ADEX. During the three month period ended March 31, 2018, the Company repaid $225,000 of this amount. (m) On February 27, 2018, a subsidiary of the Company, ADEX entered into a Purchase and Sale Agreement with Prestige Capital Corporation (“Prestige”) pursuant to which ADEX agreed to sell and assign and Prestige agreed to buy and accept, certain accounts receivable owing to ADEX. Under the terms of the Purchase and Sale Agreement, upon the receipt and acceptance of each assignment of accounts, Prestige will pay ADEX eighty percent (80%) of the face value of the assigned Accounts, up to a maximum total borrowings of $5,000,000 outstanding at any point in time. ADEX additionally granted Prestige a continuing security interest in and lien upon all accounts receivable, inventory, fixed assets, general intangibles and other assets. At March 31, 2018, the Company owed $2,213,806 pursuant to this agreement. |
Convertible Debentures
Convertible Debentures | 3 Months Ended |
Mar. 31, 2018 | |
Loans Payable/Convertible Debentures [Abstract] | |
Convertible Debentures | 9. Convertible Debentures (a) In October 2008, the Company issued three convertible debentures for total proceeds of $250,000 which bear interest at 10% per annum, are unsecured, and due one year from date of issuance. The unpaid amount of principal and accrued interest can be converted at any time at the holder’s option into 625,000 shares of the Company’s common stock at a price of $0.40 per share. The Company also issued 250,000 detachable, non-transferable share purchase warrants. Each share purchase warrant entitles the holder to purchase one additional share of the Company’s common stock for a period of two years from the date of issuance at an exercise price of $0.50 per share. In accordance with ASC 470-20, “ Debt with Conversion and Other Options In accordance with ASC 470-20, the Company allocated the proceeds of issuance between the convertible debt and the detachable share purchase warrants based on their relative fair values. Accordingly, the Company recognized the fair value of the share purchase warrants of $45,930 as additional paid-in capital and an equivalent discount against the convertible debentures. The Company had recorded accretion expense of $45,930, increasing the carrying value of the convertible debentures to $250,000. On January 19, 2012, the Company entered into a settlement agreement with one of the debenture holders to settle a $50,000 convertible debenture and $122,535 in accounts payable and accrued interest with the debt holder. Pursuant to the agreement, the debt holder agreed to reduce the debt to Cdn$100,000 on the condition that the Company pays the amount of Cdn$2,500 per month for 40 months, beginning March 1, 2012 and continuing on the first day of each month thereafter. On July 18, 2012, the Company entered into a settlement agreement with the $150,000 debenture holder. Pursuant to the settlement agreement, the lender agreed to extend the due date until April 11, 2013 and the Company agreed to pay $43,890 of accrued interest within five days of the agreement (paid), pay the accruing interest on a monthly basis (paid), and pay a $10,000 premium in addition to the $150,000 principal outstanding on April 11, 2013. On April 29, 2013, the Company entered into an amended settlement agreement whereby the lender agreed to extend the due date to September 15, 2013 and the Company agreed to pay $6,836 of interest for the period from April 1 to September 15, 2013 upon execution of the agreement (paid) and granted the lender 100,000 stock options exercisable at $0.12 per share for a period of two years. On November 15, 2013, the Company entered into a second settlement agreement amendment. Pursuant to the second amendment, on November 15, 2013, the Company agreed to pay interest of $4,438 (paid) and commencing February 1, 2014, the Company would make monthly payments of $10,000 on the outstanding principal and interest. On December 4, 2015, the holder of the convertible debenture entered into an agreement to sell and assign the remaining outstanding principal to a third party. The Company approved and is bound by the assignment and sale agreement. The Company evaluated the modifications and determined that the creditor did not grant a concession. In addition, as the present value of the amended future cash flows had a difference of less than 10% of the cash flows of the original debt, it was determined that the original and new debt instruments are not substantially different. As a result, the modification was not treated as an extinguishment of the debt and no gain or loss was recognized because the fair value of the old debt and new debt remained the same. The Company recorded the fair value of $12,901 for the stock options as additional paid-in capital and a discount. During the year ended May 31, 2014, the Company repaid $40,000 of the debenture. As of May 31, 2014, the Company had accreted $12,901 of the discount bring the carrying value of the convertible debenture to $114,661. During the year ended May 31, 2015, the Company repaid $54,808 decreasing the carrying value to $59,853. During the year ended May 31, 2017, the Company recorded an additional fee of $21,266 increasing the carrying value to $81,119. On November 16, 2017, the debenture and $15,423 of accrued interest was converted into Series A Preferred Stock as described in Note 10(b). At March 31, 2018, the other remaining debenture of $50,000 remained outstanding and past due. (b) On August 19, 2013, the Company issued a convertible debenture for total proceeds of $10,000, which bears interest at 10% per annum, is unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at the holder’s option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $10,000. As of March 31, 2018, the carrying value of the convertible promissory note was $10,000 and the note remained outstanding and in default. (c) On December 27, 2013, the Company issued a convertible debenture for total proceeds of $5,000, which bear interest at 10% per annum, is unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at the holder’s option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion features of $5,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value was be accreted over the term of the convertible debenture up to its face value of $5,000. As of March 31, 2018, the carrying value of the convertible promissory note was $5,000 and the note remained outstanding and in default. (d) On February 4, 2014, the Company issued a convertible debenture for total proceeds of $15,000, which bears interest at 10% per annum, is unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at the holder’s option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $15,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $15,000. As of March 31, 2018, the carrying value of the convertible promissory note was $15,000 and the note remained outstanding and in default. (e) On April 27, 2017, the Company issued a convertible promissory note in the aggregate principal amount of $2,000,000. The interest on the outstanding principal due under the unsecured note accrues at a rate of 8% per annum. All principal and accrued interest under the unsecured note is due one year following the issue date of the unsecured Note and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging Modifications and Extinguishments (f) On April 28, 2017, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor (the “Lender”), pursuant to which the Company issued to the Lender a senior secured convertible promissory note in the aggregate principal amount of $440,000 for an aggregate purchase price of $400,000, and a warrant with a term of three years to purchase up to 27,500,000 shares of common stock of the Company at an exercise price of $0.0255 per share. The interest on the outstanding principal due under the secured note accrues at a rate of 8% per annum. All principal and accrued interest under the secured note is due on April 27, 2018 and is convertible into shares of the Company’s common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the conversion, subject to adjustment upon the occurrence of certain events. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging (g) On February 27, 2018, the Company issued a convertible promissory note in the aggregate principal amount of $2,000,000. The interest on the outstanding principal due under the ADEX Note accrues at a rate of 6% per annum. All principal and accrued interest under the ADEX Note is due one year following the issue date of the ADEX Note and is convertible into shares of common stock at a conversion price equal to of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion, but in no event ever lower than $0.005 (the “Floor”), unless the note is in default, at which time the Floor terminates. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging (h) The Company also issued Intercloud a convertible note with a principal amount of $793,894 to settle a contingent liability of $793,893 owed as a result of the acquisition of AWS. The note is due on August 16, 2019 and bears interest at 1% per annum. The note is convertible into common shares of the Company at a conversion price equal to the 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging (i) On February 21, 2018, the Company issued a convertible note with a principal amount of $500,000 and a warrant with a term of three years to purchase up to 25,000,000 shares of common stock of the Company at an exercise price of $0.008 per share. The exercise price of the warrant will reduce to 85% of the closing price of the Company’s common stock if the closing price of the Company’s common stock is less than $0.008 on July 31, 2018. The note is due on January 15, 2019, and bears interest at 6% per annum. The note is convertible into common shares of the Company at a conversion price equal to the lower of 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion and $0.005 (the “Floor”), unless the note is in default, at which time the Floor terminates. The embedded conversion option and warrant qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Liabilities [Abstract] | |
Derivative Liabilities | 10. Derivative Liabilities The embedded conversion option of the convertible debenture described in Note 9(e) contains a conversion feature that qualifies for embedded derivative classification. The fair value of the liability will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. Upon the issuance of the convertible note payable described in Note 9(e), the Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible notes, warrants and options. The Company elected to reclassify contracts from equity with the earliest inception date first. As a result, none of the Company’s previously outstanding convertible instruments qualified for derivative reclassification, however, any convertible securities issued after the election, including the convertible note described in Notes 9(e) to 9(g), qualified for derivative classification. The Company reassesses the classification of the instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. During the year ended May 31, 2017, the Company reclassified 350,000 options exercisable at $0.03 until March 16, 2017 with a fair value of $2,350, 2,000,000 warrants exercisable at $0.03 until August 29, 2018 with a fair value of $13,745, 533,333 warrants exercisable at $0.80 with a fair value of $Nil, 4,075,000 warrants exercisable at $0.37 with a fair value of $16,978 and a $59,853 note convertible at $0.40 with a fair value of $41 that qualified for treatment as derivative liabilities. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities. March 31, December 31, (As Restated) Balance at the beginning of period $ 4,749,712 $ 3,760,067 Derivative issued as part of acquisition 302,800 - Original discount limited to proceeds of notes 1,487,000 250,200 Fair value of derivative liabilities in excess of notes proceeds received 229,851 82,766 Derivative warrants issued for services and to acquire non-controlling interest 327,536 - Derivative liability settled through the issuance of preferred stock (358,556 ) (2,591,345 ) Conversion of derivative liability (354,138 ) - Change in fair value of embedded conversion option (1,675,472 ) 3,248,024 Balance at the end of the period $ 4,708,733 $ 4,749,712 The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using Monte-Carlo model or a Binomial Model based on various assumptions. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 0-299 % 0.07-2.42 % 0 % 0.50-3.00 At December 31, 2017 259-294 % 1.39-1.89 % 0 % 0.30-2.33 At January 3, 2018 upon conversion 280 % 1.41 % 0 % 0.31 At February 6, 2018 upon conversion 331 % 1.52 % 0 % 0.22 At March 12, 2018 upon conversion 340 % 1.71 % 0 % 0.13 At March 30, 2018 upon conversion 192 % 1.63 % 0 % 0.07 At March 31, 2018 209-333 % 1.39-2.39 % 0 % 0.07-2.89 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2018 | |
Common Stock/Preferred Stock [Abstract] | |
Common Stock | 11. Common Stock On November 15, 2017, the Company revised its authorized share capital to increase the number of authorized common shares from 275,000,000 common shares with a par value of $0.00001, to 750,000,000 common shares with a par value of $0.00001. (a) As of December 31, 2017 and May 31, 2017, the Company’s subsidiary, Mantra Energy Alternatives Ltd., had received subscriptions for 67,000 shares of common stock at Cdn$1.00 per share for proceeds of $66,277 (Cdn$67,000), which is included in common stock subscribed, net of the non-controlling interest portion of $7,231. (b) As of December 31, 2017 and May 31, 2017, the Company’s subsidiary, Climate ESCO Ltd., had received subscriptions for 210,000 shares of common stock at $0.10 per share for proceeds of $21,000, which is included in common stock subscribed, net of the non-controlling interest portion of $7,384. (c) On January 3, 2018, the Company issued 20,516,000 shares of common stock upon the conversion of $67,703 of principal pursuant to the loan described in Note 9(e). The Company recorded a gain on extinguishment of debt of $13,718 which was equal to the difference between the fair value of the shares issued and the liabilities settled. (d) On March 12, 2018, the Company issued 10,560,000 shares of common stock upon the conversion of $33,000 of principal and accrued interest of $2,640 pursuant to the loan described in Note 9(f). The Company recorded a loss on extinguishment of debt of $8,092 which was equal to the difference between the fair value of the shares issued and the liabilities settled. (e) On March 30, 2018, the Company issued 6,578,947 shares of common stock upon the conversion of $25,000 of principal pursuant to the loan described in Note 9(e). The Company recorded a gain on extinguishment of debt of $1,794 which was equal to the difference between the fair value of the shares issued and the liabilities settled. (f) On December 28, 2017, the Company issued 46,374,245 shares of common stock with a fair value of $510,117 to the President of the Company in exchange for services for the Company. The shares vest over 12 months. During the three months ended December 31, 2017, the Company recorded $125,782 for the vested portion of the shares. (g) On December 28, 2017, the Company issued 43,400,000 shares of common stock with a fair value of $477,400 to a consultant for compensation and services rendered to the Company. The shares vest over 12 months. During the three months ended December 31, 2017, the Company recorded $60,997 for the vested portion of the shares. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2018 | |
Common Stock/Preferred Stock [Abstract] | |
Preferred Stock | 12. Preferred Stock On November 15, 2017, the Company created one series of the 20,000,000 preferred shares it is authorized to issue, consisting of 8,000,000 shares, to be designated as Series A Preferred Shares. The principal terms of the Series A Preferred Shares are as follows: Voting rights Dividend rights Conversion rights Liquidation rights In accordance with ASC 480 Distinguishing Liabilities from Equity · On February 6, 2018, the Company issued 505,494 shares of Series A Preferred Stock with a fair value of $170,445 to settle $374,000 of principal, and $32,560 of accrued interest on the convertible notes described in Note 9(f). The Company recognized a gain on settlement of debt of $538,359. |
Share Purchase Warrants
Share Purchase Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Share Purchase Warrants [Abstract] | |
Share Purchase Warrants | 13. Share Purchase Warrants As of March 31, 2018, the following table summarizes the continuity of share purchase warrants: Number of Weighted average exercise price Balance, December 31, 2017 83,575,000 0.03 Issued 55,427,289 0.006 Balance, March 31, 2018 139,002,289 0.02 As of March 31, 2018, the following share purchase warrants were outstanding: Number of warrants Exercise Expiry date 666,667 0.03 August 28, 2018 4,075,000 0.37 April 10, 2019 1,333,333 0.03 August 29, 2018 27,500,000 0.03 April 28, 2020 50,000,000 0.005 June 27, 2020 18,427,289 0.006 February 13, 2021 25,000,000 0.008 February 21, 2021 12,000,000 0.0016 March 22, 2019 139,002,289 On March 22, 2018, we issued Pryor Cashman LLP a warrant to purchase 12,000,000 shares of our common stock at an exercise price of $0.0016 per share. The proceeds of such warrant are to be used to apply to outstanding amounts owed to Pryor Cashman LLP for accrued legal fees. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2018 | |
Stock Options [Abstract] | |
Stock Options | 14. Stock Options The following table summarizes the continuity of the Company’s stock options: Number Weighted Weighted average remaining contractual life (years) Aggregate Outstanding, December 31, 2017 and March 31, 2018 350,000 0.03 0.13 – Exercisable, December 31, 2017 and March 31, 2018 350,000 0.03 0.13 – Additional information regarding stock options as of March 31, 2018 is as follows: Number of Exercise Expiry date 350,000 0.03 May 17, 2018 350,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies (a) On May 23, 2012, a former employee of the Company delivered a Notice of Application seeking judgment against the Company for approximately $55,000. The hearing of that Application took place on July 31, 2012, at which time the former employee obtained judgment in the approximate amount of $55,000. The Company did not defend the amount of the judgment and the amount is included in accounts payable, but claims a complete set-off on the basis that the former employee retains 1,000,000 shares of common stock of the Company as security for payment of the outstanding consulting fees owed to him. On November 30, 2012, the Company commenced a separate action against the former employee seeking a return of the 1,000,000 shares of common stock and a stay of execution of the judgment. That application is pending and has not yet been heard or determined by the court. The payment of the judgment claim of approximately $55,000 is dependent upon whether the former employee will first return the 1,000,000 shares of common stock noted above. The probable outcome of the Company’s claim for the return of the shares cannot yet be determined as the Company has not received a response from the former employee for nearly two years. (b) On November 15, 2013, the Company entered into a second settlement agreement with the $150,000 debenture holder described in Note 9(a). Pursuant to the second amendment, on November 15, 2013, the Company agreed to make monthly payments of $10,000 on the outstanding principal and interest. Payments were made until December 2014, but have not been made after. The plaintiff was seeking relief of amounts owed along with 10% interest per annum, from the date of judgments. All amounts are recorded in these financial statements. On December 4, 2015, the holder of the convertible debenture entered into an agreement to sell and assign the remaining outstanding principal to a third party. The Company approved and is bound by the assignment and sale agreement. (c) On September 3, 2015, a former prospective employee of the Company delivered a Notice of Claim seeking judgment against the Company for approximately $11,400. During the year ended May 31, 2017 the prospective employee received a judgement which is recorded in these financial statements. (d) On March 14, 2016, the Company entered into a consulting agreement. Pursuant to the agreement, the Company will pay the consultant $10,000 per month ($20,000 paid) and issue 550,000 shares per month for a period of three months. At December 31, 2017, the Company had not issued the shares to the consultant due to non-performance. (e) On September 10, 2016, the Company entered into a debt settlement agreement to settle $7,500 of amounts owed for services in exchange for 2,000,000 common shares. The Company has not yet issued the shares. The Company will record the debt settlement upon the issuance of shares. (f) On August 22, 2016, the Company entered into a consulting agreement for the provision of consulting services until November 22, 2016. Pursuant to the agreement the Company will pay the consultant $5,000 per month and issue 2,000,000 shares of common stock to the consultant. On December 7, 2016, the Company entered into a settlement agreement. Pursuant to the agreement, the Company agreed to issue the consultant 1,000,000 common shares in exchange for fully releasing and discharging the Company of any and all further obligations. (g) On February 27, 2018, a subsidiary of the Company, ADEX entered into a Purchase and Sale Agreement with Prestige pursuant to which ADEX agreed to sell and assign and Prestige agreed to buy and accept, certain accounts receivable owing to ADEX. Under the terms of the Purchase and Sale Agreement, upon the receipt and acceptance of each assignment of accounts, Prestige will pay ADEX eighty percent (80%) of the face value of the assigned Accounts, up to a maximum total borrowings of $5,000,000 outstanding at any point in time. ADEX additionally granted Prestige a continuing security interest in and lien upon all accounts receivable, inventory, fixed assets, general intangibles and other assets. (h) The Company leases certain of its properties under leases that expire on various dates through 2019. Some of these agreements include escalation clauses and provide for renewal options ranging from one to five years. (i) Rent expense incurred under the Company’s operating leases amounted to $81,246 during the three months ended March 31, 2018. (j) The future minimum obligation during each year through 2019 under the leases with non-cancelable terms in excess of one year is as follows: Future Minimum Lease Years Ending December 31, Payments 2018 $ 167,616 2019 39,274 2020 0 Total $ 206,890 |
Segment Disclosures
Segment Disclosures | 3 Months Ended |
Mar. 31, 2018 | |
Segment Disclosures [Abstract] | |
Segment Disclosures | 16. Segment Disclosures During the three months ended March 31, 2017, the Company operated in one operating segment in one geographical area. During the three months ended March 31, 2018, the Company had three operating segments including: ● AW Solutions, which is in the business of the provision of professional, multi-service line, telecommunications infrastructure and outsource services to the wireless and wireline industry; ● ADEX Corporation, an Alpharetta, Georgia-based company and ADEX Puerto Rico LLC. offering turnkey wireless and wireline telecom services and project staffing; and, ● Spectrum Global Solutions (SGS), which consists of the rest of the Company’s operations Factors used to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates the SGS reporting segment in one geographical area (the United States), the AW Solutions operating segment in two geographical areas (the United States and Puerto Rico), and the ADEX operating segment in two geographical areas (the United States and Puerto Rico). Financial statement information by operating segment for three months ended March 31, 2018 (As Restated) is presented below: Spectrum AW ADEX Total Net Sales – 2,221,953 2,105,811 4,327,764 Operating (loss) income (666,247 ) (82,628 ) 5,386 (743,489 ) Interest expense (107,894 ) (2,999 ) (68,432 ) (179,325 ) Depreciation and amortization – 43,585 4,248 47,833 Total Assets as of March 31, 2018 99,835 4,547,446 6,126,842 10,774,123 Geographic information for the three months ended and as of March 31, 2018 (As Restated) is presented below: Revenues Long-Lived Puerto Rico 466,624 5,377 United States 3,861,139 4,016,895 Consolidated Total 4,327,763 4,022,273 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Net Income (Loss) Per Share [Abstract] | |
Net Income (Loss) Per Share | 17. Net Income (Loss) Per Share Three Months Three Months Ended Ended March 31, March 31, 2018 2017 $ $ Numerator: Net income (loss) 134,269 (1,018,921 ) Convertible note interest 87,860 - Adjusted diluted net income (loss) 222,129 (1,018,921 ) Denominator: Weighted average shares outstanding used in computing net income per share: Basic 445,161,856 117,272,240 Effect of dilutive stock options and convertible notes payable 1,238,870,969 – Effect of preferred shares 1,768,439 – Diluted 1,685,801,264 117,272,240 Net income (loss) per share applicable to common stockholders: Basic 0.00 (0.01 ) Diluted 0.00 (0.01 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events a) On April 6, 2018, the Company designated 1,000 shares of Series B preferred stock of the Company (the “Series B Preferred Stock”) with a stated value of $3,500 per share. The Series B Preferred Stock is neither redeemable nor convertible into common stock. The aggregate voting power of the Series B Preferred Stock is equal to fifty-one percent of the total voting power of the Company. b) On April 23, 2018, each of Roger Ponder, the Company’s Chief Executive Officer, and Keith Hayter, the Company’s President, exchanged certain shares of common stock of the Company held by each of them for shares of the newly designated Series B Preferred Stock. Mr. Ponder exchanged 108,500,000 shares of common stock for an aggregate of 500 shares of Series B Preferred Stock, and Mr. Hayter exchanged 108,500,000 shares of common stock for an aggregate of 500 shares of Series B Preferred Stock. c) On April 23, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the lender a senior secured convertible promissory note in the aggregate principal amount of $1,578,947.37 an aggregate purchase price of $1,500,000.00. The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued interest under the secured note is due on October 23, 2019 and is convertible into shares of the Company’s common stock at a fixed conversion price of $0.005. While during the first three months that the secured note is outstanding, only interest payments are due to the lender, beginning in month four, and on each monthly anniversary thereafter until maturity, amortization payments are due for principal and interest due under the secured note. The secured note includes customary events of default, including non-payment of the principal or accrued interest due on the secured note. Upon an event of default, all obligations under the secured note will become immediately due and payable. d) On May 18, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the investor a senior secured convertible promissory note in the aggregate principal amount of $295,746.73 for an aggregate purchase price of $280,959.39. The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the secured note is due on May 18, 2019. The secured note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.005 per share. Interest is payable monthly on the 18th of each month. While interest payments must be made in cash during the first six months that the secured note is outstanding, beginning in month seven, and on each monthly anniversary thereafter until maturity, the Company has the option to pay interest payments in stock, subject to certain equity conditions being satisfied. Any payment of interest or principal scheduled after December 1, 2018 that is made in cash will be subject to a 5% prepayment premium. Any other prepayment is subject to a 10% premium. The secured note includes customary events of default, including non-payment of the principal or accrued interest due on the secured note and cross default to other notes owing to the investor. Upon an event of default, all obligations under the secured note and other notes owing to the investor will become immediately due and payable. In connection with the issuance of the secured note, the Company will also issue the investor 496,101 shares of Series A Preferred Stock. The investor was granted a right to participate in future financing transactions of the Company while the secured note remains outstanding. The proceeds of the Secured Note were used to repurchase and retire 1,273,161 shares of Series A Preferred Stock of the Company. In addition, the Company transferred all of its ownership interests in and to its subsidiaries Carbon Commodity Corporation, Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., Mantra Wind Inc., Climate ESCO Ltd. and Mantra Energy Alternatives Ltd. to an entity controlled by the Company’s former Chief Executive Officer, Larry Kristof. The new owner of the aforementioned entities assumed all liabilities and obligations with respect to such entities. |
Organization and Significant 24
Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization and Significant Accounting Policies [Abstract] | |
Organization and nature of operations | a. Organization and nature of operations Spectrum Global Solutions, Inc. (the “Company”) was incorporated in the State of Nevada on January 22, 2007 to acquire and commercially exploit various new energy related technologies through licenses and purchases. On December 8, 2008, the Company continued its corporate jurisdiction out of the State of Nevada and into the province of British Columbia, Canada. On April 25, 2017, the Company entered into and closed on an Asset Purchase Agreement with InterCloud Systems, Inc. (“InterCloud”). Pursuant to the terms of the Asset Purchase Agreement, the Company purchased 80.1% of the assets associated with InterCloud’s “AW Solutions” business. After the acquisition of AW Solutions, the Company provides professional, multi-service line, telecommunications infrastructure and outsource services to the wireless and wireline industry. On November 15, 2017, the Company changed its name to “Spectrum Global Solutions, Inc.”. On February 14, 2018, the Company entered into an agreement with InterCloud providing for the sale, transfer, conveyance and delivery to the Company of the remaining 19.9% of the assets associated with InterCloud’s AWS business not already purchased by the Company. |
Condensed financial statements | b. Condensed financial statements On February 6, 2018, the Company entered into a Stock Purchase Agreement with InterCloud. Pursuant to the terms of the Stock Purchase Agreement, InterCloud agreed to sell, and Spectrum agreed to purchase, all of the issued and outstanding capital stock and membership interests of ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (collectively, “ADEX”). On February 27, 2018, the Company completed the acquisition of ADEX. Pursuant to the terms of the Stock Purchase Agreement, the Company purchased from InterCloud all of the issued and outstanding capital stock and membership interests of ADEX. The accompanying unaudited interim consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Transition Report on Form 10-K for the seven month period from June 1, 2017 to December 31, 2017. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. |
Going concern | c. Going concern These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has yet to acquire commercially exploitable energy related technology and is unlikely to generate earnings in the immediate or foreseeable future. The recently acquired AW Solutions business has also incurred losses and experienced negative cash flows from operations during its most recent fiscal years. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. As of March 31, 2018, the Company has an accumulated loss of $22,188,456, and a working capital deficit of $9,472,076. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management requires additional funds over the next twelve months to fully implement its business plan. Management is currently seeking additional financing through the sale of equity and from borrowings from private lenders to cover its operating expenditures. There can be no certainty that these sources will provide the additional funds required for the next twelve months. |
Basis of Presentation/Principles of Consolidation | d. Basis of Presentation/Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its subsidiaries, Carbon Commodity Corporation, Climate ESCO Ltd., Mantra Energy Alternatives Ltd., Mantra China Inc., Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., Mantra Wind Inc., AW Solutions, Inc. (from the date of acquisition, April 25, 2017), Tropical Communications, Inc. (from the date of acquisition, April 25, 2017), AW Solutions Puerto Rico, LLC. (from the date of acquisition, April 25, 2017), ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (from the date of acquisition, February 27, 2018). All the subsidiaries are wholly-owned with the exception of Climate ESCO Ltd., which is 64.55% owned, Mantra Energy Alternatives Ltd., which is 88.21%. All inter-company balances and transactions have been eliminated. |
Use of Estimates | e. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | f. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Accounts Receivable | g. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company records unbilled receivables for services performed but not billed. At March 31, 2018 and December 31, 2017, unbilled receivables totaled $1,624,940 and $11,429, respectively, and are included in accounts receivable. Management reviews a customer’s credit history before extending credit. The Company maintains an allowance for doubtful accounts for estimated losses. Estimates of uncollectible amounts are reviewed each period, and changes are recorded in the period in which they become known. Management analyzes the collectability of accounts receivable each period. This review considers the aging of account balances, historical bad debt experience, and changes in customer creditworthiness, current economic trends, customer payment activity and other relevant factors. Should any of these factors change, the estimate made by management may also change. The allowance for doubtful accounts at March 31, 2018 and December 31, 2017 was $560,971 and $54,482 respectively. |
Property and Equipment | h. Property and Equipment Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates: Automotive 3-5 years straight-line basis Computer equipment and software 3-7 years straight-line basis Leasehold improvements 5 years straight-line basis Office equipment and furniture 5 years straight-line basis Research equipment 5 years straight-line basis |
Goodwill | i. Goodwill Goodwill was generated through the acquisition of AW Solutions and ADEX as the total consideration paid exceeded the fair value of the net assets acquired. The Company tests its goodwill for impairment at least annually on December 31 st The Company tests goodwill by estimating fair value using a Discounted Cash Flow (“DCF”) model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant’s weighted-average cost of capital used to discount future cash flows to their present value. There were no impairment charges during the three months ended March 31, 2018. |
Intangible Assets | j. Intangible Assets At March 31, 2018 and December 31, 2017, definite-lived intangible assets primarily consist of non-compete agreements, tradenames and customer relationships which are being amortized over their estimated useful lives ranging from 1-20 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. |
Long-lived Assets | k. Long-lived Assets In accordance with ASC 360, “ Property, Plant and Equipment |
Foreign Currency Translation | l. Foreign Currency Translation Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income. The Company’s integrated foreign subsidiaries are financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into U.S. dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in income. |
Income Taxes | m. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Accounting for Income Taxes The Company conducts business, and files federal and state income, franchise or net worth, tax returns in Canada, the United States, in various states within the United States and the Commonwealth of Puerto Rico. The Company determines its filing obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2010 to 2017. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above. Significant management judgment is required in determining the provision for income taxes, and in particular, any valuation allowance recorded against the Company’s deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods. The realization of these assets is dependent on generating future taxable income. The Company follows the guidance set forth within ASC Topic 740, “ Income Taxes” The Company received a tax notice from the Puerto Rican government requesting payment of taxes related to 2014 in the amount of $166,084 plus penalties and interest of $96,764 for a total obligation due of $262,848. This tax assessment is included in accrued expenses at March 31, 2018 and December 31, 2017. |
Revenue Recognition | n. Revenue Recognition On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), to update the financial reporting requirements for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance became effective for the Company beginning on January 1, 2018, and entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The Company adopted this standard using the modified retrospective approach on January 1, 2018. In preparation for adoption of the standard, the Company evaluated each of the five steps in Topic 606, which are as follows: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue when (or as) performance obligations are satisfied. Reported revenue will not be affected materially in any period due to the adoption of ASC Topic 606 because: (1) the Company expects to identify similar performance obligations under Topic 606 as compared with deliverables and separate units of account previously identified; (2) the Company has determined the transaction price to be consistent; and (3) the Company records revenue at the same point in time, upon delivery of services, under both ASC Topic 605 and Topic 606, as applicable under the terms of the contract with the customer. Additionally, the Company does not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period due to the adoption of Topic 606. There are also certain considerations related to accounting policies, business processes and internal control over financial reporting that are associated with implementing Topic 606. The Company has evaluated its policies, processes, and control framework for revenue recognition, and identified and implemented the changes needed in response to the new guidance. Lastly, disclosure requirements under the new guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the current guidance, including disclosures related to disaggregation of revenue into appropriate categories, performance obligations, the judgments made in revenue recognition determinations, adjustments to revenue which relate to activities from previous quarters or years, any significant reversals of revenue, and costs to obtain or fulfill contracts. The infrastructure and professional services revenues are derived from contracts to provide technical engineering services along with contracting services to commercial and governmental customers. The Company’s service contracts generally require specific tasks or services that the Company must perform under the contract. The Company recognizes revenues associated with these services upon the completion of the related task or service which is at the time the four revenue recognition criteria have been met. Direct costs incurred related to performance of the task or service are deferred and recorded as prepaid expense and are expensed when the related revenue is recognized. The Company also generates revenue from service contracts with certain customers. These contracts are accounted for under the proportional performance method. Under this method, revenue is recognized in proportion to the value provided to the customer for each project as of each reporting date. The Company records unbilled receivables for revenues earned, but not yet billed. |
Cost of Revenues | o. Cost of Revenues Cost of revenues includes all direct costs of providing services under our contracts, including costs for direct labor provided by employees, services by independent subcontractors, operation of capital equipment (excluding depreciation and amortization), direct materials, insurance claims and other direct costs. |
Research and Development Costs | p. Research and Development Costs Research and development costs are expensed as incurred. |
Stock-based Compensation | q. Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation The Company applies ASC 505-50, “ Equity-Based Payments to Non-Employees The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. |
Loss Per Share | r. Loss Per Share The Company computes loss per share in accordance with ASC 260, “ Earnings per Share |
Comprehensive Loss | s. Comprehensive Loss ASC 220, “ Comprehensive Income |
Recent Accounting Pronouncements | t. Recent Accounting Pronouncements On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations. |
Concentrations of Credit Risk | u. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company maintains its cash balances with high-credit-quality financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits may be withdrawn upon demand and therefore bear minimal risk. The Company provides credit to customers on an uncollateralized basis after evaluating client creditworthiness. For the three months ended March 31, 2018, two customers accounted for 22% and 18%, respectively, of consolidated revenues for the period. In addition, amounts due from these customers represented 7% and 22%, respectively, of trade accounts receivable as of March 31, 2018. For the three months ended March 31, 2017, two customers accounted for 54% and 9%, respectively, of consolidated revenues for the period. In addition, amounts due from these customers represented 53% and 13%, respectively, of trade accounts receivable as of March 31, 2017. The Company’s customers are primarily located within the domestic United States of America and Puerto Rico. Revenues generated within the domestic United States of America accounted for approximately 89% of consolidated revenues for the three month period ended March 31, 2018 (84% - 2017). Revenues generated from customers in Puerto Rico accounted for approximately 11% of consolidated revenues for the three month period ended March 31, 2018 (16% - 2017). |
Fair Value Measurements | v. Fair Value Measurements The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets. Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and. Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the three months ended March 31, 2018 and 2017. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2018 and December 31, 2017, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 4,708,733 – – 4,708,733 Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 4,749,712 – – 4,749,712 (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 10 for additional information. |
Derivative Liabilities | w. Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, ” Derivatives and Hedging 4,708,733 and $4,749,712 derivative liability, respectively. |
Reclassifications | x. Reclassifications Certain prior period amounts have been reclassified to conform to current presentation. |
Organization and Significant 25
Organization and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization and Significant Accounting Policies [Abstract] | |
Schedule of property and equipment estimated useful lives | Automotive 3-5 years straight-line basis Computer equipment and software 3-7 years straight-line basis Leasehold improvements 5 years straight-line basis Office equipment and furniture 5 years straight-line basis Research equipment 5 years straight-line basis |
Schedule of financial assets and liabilities fair value measured on a recurring basis | Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 4,708,733 – – 4,708,733 Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 4,749,712 – – 4,749,712 (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. |
Restatement (Tables)
Restatement (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Restatement [Abstract] | |
Schedule of restatement to the consolidated balance sheet and the consolidated statement of operations | March 31, 2018 Consolidated Balance Sheet As Previously Effect of As Restated Goodwill $ 3,987,056 $ (2,152,200 ) $ 1,834,856 Total Assets 12,926,323 (2,152,200 ) 10,774,123 Derivative liability 7,103,644 (2,394,911 ) 4,708,733 Total current liabilities 18,618,838 (2,394,911 ) 16,223,927 Preferred stock – mezzanine - 317,676 317,676 Preferred stock – par value 18 (18 ) - Additional paid in capital 16,935,959 (317,749 ) 16,618,210 Deficit Accumulated During the Development Stage (22,431,167 ) 242,711 (22,188,456 ) Total Spectrum Global Solutions, Inc. Stockholder’ Deficit $ (5,415,838 ) $ 242,711 $ (5,173,127 ) Total Stockholder’ Deficit $ (5,692,515 ) $ 242,711 $ (5,449,804 ) For the Three Months Ended Consolidated Statement of Operations As Previously Effect of As Restated Gain (loss) on change in fair value of derivatives $ 563,910 $ 242,711 $ 806,621 Total other income 580,276 242,711 822,987 Net Income (Loss) (163,215 ) 242,711 79,496 Net Income (Loss) Attributable to Spectrum Global Solutions, Inc. $ (108,442 ) $ 242,711 $ 134,269 Net Income (Loss) Per Share – Basic and Diluted $ (0.00 ) $ 0.00 $ 0.00 |
ADEX Acquisition (Tables)
ADEX Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
ADEX Acquisition [Abstract] | |
Summary of allocation of preliminary purchase price | Purchase Price $2,000,000 Convertible Note $ 1,663,800 Cash 2,500,000 Cash retained for 90 days 500,000 Total Purchase Price $ 4,663,800 Allocation of Purchase Price Cash $ 191,744 Accounts receivable 5,143,749 Other assets 6,800 Tradenames 631,000 Customer lists 136,000 Accounts payable (136,684 ) Accrued expenses (1,627,116 ) Other current liabilities (12,916 ) Goodwill 331,223 Net assets acquired $ 4,663,800 |
Schedule of unaudited pro forma consolidated of operations | March 31, March 31, As Reported Pro Forma As Reported Pro Forma Net Sales 4,327,764 7,892,535 – 4,807,214 Net Income 134,269 127,318 (1,042,574 ) (4,535,676 ) Earnings per common share: Basic (0.00 ) (0.00 ) (0.01 ) (0.04 ) Diluted (0.00 ) (0.00 ) (0.01 ) (0.04 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property and Equipment [Abstract] | |
Summary of property and equipment | March 31, December 31, Computers and office equipment 317,538 308,649 Equipment 382,139 382,140 Research equipment 143,129 143,129 Software 177,073 177,073 Vehicles 94,356 94,356 Vehicles under capital lease – – Total 1,114,235 1,105,347 Less: impairment (44,419 ) (44,419 ) Less: accumulated depreciation (1,004,164 ) (999,769 ) Equipment, Net 65,652 61,159 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Cost Accumulated amortization Impairment March 31, 2018 December 31, Customer relationship and lists 1,037,548 90,823 – 946,725 836,279 Trade names 1,205,605 59,484 – 1,146,121 533,005 2,243,153 150,307 – 2,092,846 1,369,284 |
Schedule of estimated future amortization expense | $ For year ending December 31, 2018 155,541 For year ending December 31, 2019 207,387 For year ending December 31, 2020 207,387 For year ending December 31, 2021 207,387 For year ending December 31, 2022 207,387 For year ending December 31, 2023 207,387 For year ending December 31, 2024 207,387 For year ending December 31, 2025 191,193 For year ending December 31, 2026 149,591 For year ending December 31, 2027 92,432 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Liabilities [Abstract] | |
Summary of changes in the fair value of the Company's Level 3 financial liabilities | March 31, December 31, (As Restated) Balance at the beginning of period $ 4,749,712 $ 3,760,067 Derivative issued as part of acquisition 302,800 - Original discount limited to proceeds of notes 1,487,000 250,200 Fair value of derivative liabilities in excess of notes proceeds received 229,851 82,766 Derivative warrants issued for services and to acquire non-controlling interest 327,536 - Derivative liability settled through the issuance of preferred stock (358,556 ) (2,591,345 ) Conversion of derivative liability (354,138 ) - Change in fair value of embedded conversion option (1,675,472 ) 3,248,024 Balance at the end of the period $ 4,708,733 $ 4,749,712 |
Schedule of assumptions used in the calculations | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 0-299 % 0.07-2.42 % 0 % 0.50-3.00 At December 31, 2017 259-294 % 1.39-1.89 % 0 % 0.30-2.33 At January 3, 2018 upon conversion 280 % 1.41 % 0 % 0.31 At February 6, 2018 upon conversion 331 % 1.52 % 0 % 0.22 At March 12, 2018 upon conversion 340 % 1.71 % 0 % 0.13 At March 30, 2018 upon conversion 192 % 1.63 % 0 % 0.07 At March 31, 2018 209-333 % 1.39-2.39 % 0 % 0.07-2.89 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Share Purchase Warrants [Abstract] | |
Summary of share purchase warrants | Number of Weighted average exercise price Balance, December 31, 2017 83,575,000 0.03 Issued 55,427,289 0.006 Balance, March 31, 2018 139,002,289 0.02 |
Summary of share purchase warrants outstanding | Number of warrants Exercise Expiry date 666,667 0.03 August 28, 2018 4,075,000 0.37 April 10, 2019 1,333,333 0.03 August 29, 2018 27,500,000 0.03 April 28, 2020 50,000,000 0.005 June 27, 2020 18,427,289 0.006 February 13, 2021 25,000,000 0.008 February 21, 2021 12,000,000 0.0016 March 22, 2019 139,002,289 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stock Options [Abstract] | |
Schedule of stock options | Number Weighted Weighted average remaining contractual life (years) Aggregate Outstanding, December 31, 2017 and March 31, 2018 350,000 0.03 0.13 – Exercisable, December 31, 2017 and March 31, 2018 350,000 0.03 0.13 – |
Schedule of additional information regarding stock options | Number of Exercise Expiry date 350,000 0.03 May 17, 2018 350,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum obligation leases with non-cancelable terms | Future Minimum Lease Years Ending December 31, Payments 2018 $ 167,616 2019 39,274 2020 0 Total $ 206,890 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Disclosures [Abstract] | |
Schedule of information by operating segment | Spectrum AW ADEX Total Net Sales – 2,221,953 2,105,811 4,327,764 Operating (loss) income (666,247 ) (82,628 ) 5,386 (743,489 ) Interest expense (107,894 ) (2,999 ) (68,432 ) (179,325 ) Depreciation and amortization – 43,585 4,248 47,833 Total Assets as of March 31, 2018 99,835 4,547,446 6,126,842 10,774,123 |
Schedule of geographic information | Revenues Long-Lived Puerto Rico 466,624 5,377 United States 3,861,139 4,016,895 Consolidated Total 4,327,763 4,022,273 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Net Income (Loss) Per Share [Abstract] | |
Schedule of net income (loss) per share | Three Months Three Months Ended Ended March 31, March 31, 2018 2017 $ $ Numerator: Net income (loss) 134,269 (1,018,921 ) Convertible note interest 87,860 - Adjusted diluted net income (loss) 222,129 (1,018,921 ) Denominator: Weighted average shares outstanding used in computing net income per share: Basic 445,161,856 117,272,240 Effect of dilutive stock options and convertible notes payable 1,238,870,969 – Effect of preferred shares 1,768,439 – Diluted 1,685,801,264 117,272,240 Net income (loss) per share applicable to common stockholders: Basic 0.00 (0.01 ) Diluted 0.00 (0.01 ) |
Organization and Significant 36
Organization and Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Automotive [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Automotive [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Computer equipment and software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Computer equipment and software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 7 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Office equipment and furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Research equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Organization and Significant 37
Organization and Significant Accounting Policies (Details 1) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | May 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | [1] | $ 7,103,644 | $ 4,749,712 | |
Quoted prices in active markets (Level 1) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | [1] | |||
Significant other observable inputs (Level 2) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | [1] | |||
Significant unobservable inputs (Level 3) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | $ 4,708,733 | $ 4,749,712 | $ 3,760,067 | |
[1] | The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. |
Organization and Significant 38
Organization and Significant Accounting Policies (Details Textual) - USD ($) | Mar. 31, 2018 | Feb. 14, 2018 | Dec. 31, 2017 | Apr. 25, 2017 |
Organization and Significant Accounting Policies (Textual) | ||||
Accumulated loss | $ (22,188,456) | $ (22,322,725) | ||
Working capital deficit | $ 9,472,076 | |||
InterCloud [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Business acquisition, percentage | 19.90% | |||
Asset Purchase Agreement [Member] | InterCloud [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Business acquisition, percentage | 80.10% |
Organization and Significant 39
Organization and Significant Accounting Policies (Details Textual 1) - USD ($) | 3 Months Ended | 7 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Apr. 25, 2017 | ||
Significant Accounting Policies (Textual) | |||||
Unbilled receivables | $ 1,624,940 | $ 11,429 | |||
Definite-lived intangible assets useful lives | 1 year | 20 years | |||
Allowance for doubtful accounts | $ 560,971 | $ 54,482 | |||
Impairment loss related on patents | |||||
Total tax obligation due | 262,848 | ||||
Penalties on tax payable to puerto rican government | 166,084 | ||||
Interest on taxes payable to puerto rican government | $ 96,764 | ||||
Dilutive potential shares outstanding | 1,235,555,276 | 647,182,222 | |||
Derivative liability | [1] | $ 7,103,644 | $ 4,749,712 | ||
Climate Esco Ltd [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Ownership percentage | 64.55% | ||||
Mantra Energy Alternatives Ltd [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Ownership percentage | 88.21% | ||||
Revenue [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Customers risk, percentage | 89.00% | 84.00% | |||
Revenue [Member] | Customer One [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Customers risk, percentage | 22.00% | 54.00% | |||
Revenue [Member] | Customer Two [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Customers risk, percentage | 18.00% | 9.00% | |||
Trade accounts receivable [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Customers risk, percentage | 16.00% | 11.00% | |||
Trade accounts receivable [Member] | Customer One [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Customers risk, percentage | 7.00% | 53.00% | |||
Trade accounts receivable [Member] | Customer Two [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Customers risk, percentage | 22.00% | 13.00% | |||
[1] | The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. |
Restatement (Details)
Restatement (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Goodwill | $ 1,834,856 | $ 1,503,633 | |
Total Assets | 10,774,123 | 4,505,340 | |
Derivative liability | 4,708,733 | 4,749,712 | |
Total current liabilities | 16,223,927 | 10,932,340 | |
Preferred stock - mezzanine | $ 317,767 | ||
Preferred stock - par value | |||
Additional paid in capital | $ 16,618,210 | 15,905,400 | |
Deficit Accumulated During the Development Stage | (22,188,456) | (22,322,725) | |
Total Spectrum Global Solutions, Inc. Stockholder' Deficit | (5,173,127) | (6,338,350) | |
Total Stockholder' Deficit | (5,449,804) | $ (6,427,000) | |
Gain (loss) on change in fair value of derivatives | 806,621 | $ (627,978) | |
Total other income | 822,987 | (902,701) | |
Net Income (Loss) | 79,496 | (1,042,574) | |
Net Income (Loss) Attributable to Spectrum Global Solutions, Inc | $ 134,269 | $ (1,018,921) | |
Net Income (Loss) Per Share - Basic and Diluted | $ 0 | ||
Effect of Restatement [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Goodwill | $ (2,152,200) | ||
Total Assets | (2,152,200) | ||
Derivative liability | (2,394,911) | ||
Total current liabilities | (2,394,911) | ||
Preferred stock - mezzanine | $ 317,676 | ||
Preferred stock - par value | $ (18) | ||
Additional paid in capital | $ (317,749) | ||
Deficit Accumulated During the Development Stage | 242,711 | ||
Total Spectrum Global Solutions, Inc. Stockholder' Deficit | 242,711 | ||
Total Stockholder' Deficit | 242,711 | ||
Gain (loss) on change in fair value of derivatives | 242,711 | ||
Total other income | 242,711 | ||
Net Income (Loss) | 242,711 | ||
Net Income (Loss) Attributable to Spectrum Global Solutions, Inc | $ 242,711 | ||
Net Income (Loss) Per Share - Basic and Diluted | $ 0 | ||
As Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Goodwill | $ 3,987,056 | ||
Total Assets | 12,926,323 | ||
Derivative liability | 7,103,644 | ||
Total current liabilities | 18,618,838 | ||
Preferred stock - mezzanine | |||
Preferred stock - par value | $ 18 | ||
Additional paid in capital | $ 16,935,959 | ||
Deficit Accumulated During the Development Stage | (22,431,167) | ||
Total Spectrum Global Solutions, Inc. Stockholder' Deficit | (5,415,838) | ||
Total Stockholder' Deficit | (5,692,515) | ||
Gain (loss) on change in fair value of derivatives | 563,910 | ||
Total other income | 580,276 | ||
Net Income (Loss) | (163,215) | ||
Net Income (Loss) Attributable to Spectrum Global Solutions, Inc | $ (108,442) | ||
Net Income (Loss) Per Share - Basic and Diluted | $ 0 |
Restatement (Details Textual)
Restatement (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Goodwill | $ 1,834,856 | $ 1,503,633 | |
Fair value of the derivative liability | 4,708,733 | 4,749,712 | |
Decrease net loss | 79,496 | $ (1,042,574) | |
Reclassification of preferred stock | 317,767 | ||
Adex [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Goodwill | (2,152,200) | ||
Fair value of the derivative liability | (2,394,911) | ||
Decrease net loss | 242,711 | ||
Reclassification of preferred stock | $ 317,676 |
ADEX Acquisition (Details)
ADEX Acquisition (Details) - USD ($) | Feb. 06, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Allocation of Purchase Price | |||
Goodwill | $ 1,834,856 | $ 1,503,633 | |
ADEX Acquisition [Member] | |||
Purchase Price | |||
$2,000,000 Convertible Note | $ 1,663,800 | ||
Cash | 2,500,000 | ||
Cash retained for 90 days | 500,000 | ||
Total Purchase Price | 4,663,800 | ||
Allocation of Purchase Price | |||
Cash | 191,744 | ||
Accounts receivable | 5,143,749 | ||
Other assets | 6,800 | ||
Tradenames | 631,000 | ||
Customer lists | 136,000 | ||
Accounts payable | (136,684) | ||
Accrued expenses | (1,627,116) | ||
Other current liabilities | (12,916) | ||
Goodwill | 331,223 | ||
Net assets acquired | $ 4,663,800 |
ADEX Acquisition (Details 1)
ADEX Acquisition (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
As Reported [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Net Sales | $ 4,327,764 | |
Net Income | $ 134,269 | $ (1,042,574) |
Earnings per common share: Basic | $ 0 | $ (0.01) |
Earnings per common share: Diluted | $ 0 | $ (0.01) |
Pro Forma [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Net Sales | $ 7,892,535 | $ 4,807,214 |
Net Income | $ 127,318 | $ (4,535,676) |
Earnings per common share: Basic | $ 0 | $ (0.04) |
Earnings per common share: Diluted | $ 0 | $ (0.04) |
ADEX Acquisition (Details Textu
ADEX Acquisition (Details Textual) | Feb. 06, 2018USD ($) |
ADEX Acquisition (Textual) | |
Aggregate principal amount | $ 2,000,000 |
Business acquisition, description | The purchase price paid by the Company for the Assets includes the assumption of certain liabilities and contracts associated with ADEX, $3,000,000 in cash, of which $2,500,000 was paid at closing and $500,000 was be retained by the Company for 90 days in order to satisfy any outstanding liabilities of ADEX incurred prior to the closing date, and the issuance to InterCloud of a one-year convertible promissory note in the aggregate principal amount of $2,000,000 (the "ADEX Note"). |
Convertible note | $ 2,000,000 |
AWS Acquisition (Details)
AWS Acquisition (Details) - USD ($) | Feb. 14, 2018 | Apr. 25, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
AWS Acquisition (Textual) | ||||
Aggregate principal amount | $ 2,000,000 | |||
EBITDA, description | (i) three times EBITDA (as defined in the Asset Purchase Agreement) of the business for the six-month period immediately following the closing and (ii) $1,500,000. During the seven months ended December 31, 2017, Intercloud agreed to reduce the contingent liability to $793,893, as a result, the Company recorded a $615,518 gain on settlement of debt. The Company also issued Intercloud the convertible note described in Note 9(f) with a principal amount of $793,894 to settle a contingent liability of $793,893. | |||
Agreement, description | Company recorded the fair value of the warrant of $259,000, reduced the carrying value of the AWS non-controlling interest from $133,256 to $0 and recorded the difference of $125,744 as additional paid in capital. | |||
AWS non-controlling interest | $ 133,256 | |||
Fair value of the warrants | 259,000 | |||
Additional paid in capital | $ 125,744 | |||
Asset Purchase Agreement [Member] | ||||
AWS Acquisition (Textual) | ||||
Business acquisition, percentage | 80.10% | |||
Agreement, description | The Company entered into an agreement with InterCloud providing for the sale, transfer, conveyance and delivery to the Company of the remaining 19.9% of the assets associated with InterCloud's AWS business not already purchased by the Company (collectively, the "Remaining Assets"). The acquisition of the initial 80.1% of AWS took place during the fiscal year ended December 31, 2017. As consideration for the Remaining Assets, the Company issued InterCloud a common stock purchase warrant that entitles InterCloud to purchase a number of shares equal to 4% of the number of shares of the Company's common stock outstanding at the time of exercise at an exercise price of $0.006 per share. The warrant has a three year term. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,114,235 | $ 1,105,347 |
Less: impairment | (44,419) | (44,419) |
Less: accumulated depreciation | (1,004,164) | (999,769) |
Equipment, Net | 65,652 | 61,159 |
Computers and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 317,538 | 308,649 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 382,139 | 382,140 |
Research equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 143,129 | 143,129 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 177,073 | 177,073 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 94,356 | 94,356 |
Vehicles under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total |
Property and Equipment (Detai47
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 4,395 | $ 5,603 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 2,243,153 | |
Accumulated amortization | 150,307 | |
Impairment | ||
Net carrying value | 2,092,846 | $ 1,369,284 |
Customer relationship and lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,037,548 | |
Accumulated amortization | 90,823 | |
Impairment | ||
Net carrying value | 946,725 | 836,279 |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,205,605 | |
Accumulated amortization | 59,484 | |
Impairment | ||
Net carrying value | $ 1,146,121 | $ 533,005 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Mar. 31, 2018USD ($) |
Intangible Assets [Abstract] | |
For year ending December 31, 2018 | $ 155,541 |
For year ending December 31, 2019 | 207,387 |
For year ending December 31, 2020 | 207,387 |
For year ending December 31, 2021 | 207,387 |
For year ending December 31, 2022 | 207,387 |
For year ending December 31, 2023 | 207,387 |
For year ending December 31, 2024 | 207,387 |
For year ending December 31, 2025 | 191,193 |
For year ending December 31, 2026 | 149,591 |
For year ending December 31, 2027 | $ 92,432 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 43,438 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Former President [Member] | |||
Related Party Transactions (Textual) | |||
Due to related parties | $ 117,640 | $ 109,978 | |
Chief Executive Officer [Member] | |||
Related Party Transactions (Textual) | |||
Proceeds from issuance of promissory notes | $ 18,858 | 18,858 | |
Bearing interest rate, per annum | 8.00% | ||
President [Member] | |||
Related Party Transactions (Textual) | |||
Proceeds from issuance of promissory notes | $ 130,000 | $ 130,000 | |
Bearing interest rate, per annum | 8.00% |
Loans Payable (Details)
Loans Payable (Details) | Feb. 27, 2018USD ($) | Feb. 06, 2018 | Aug. 04, 2017$ / sharesshares | Apr. 12, 2017USD ($) | Aug. 04, 2015USD ($) | Jun. 27, 2017USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | May 31, 2016USD ($) | Mar. 31, 2018CAD ($) | Dec. 31, 2017CAD ($) | Sep. 04, 2015 | Mar. 31, 2012USD ($)shares |
Loans Payable (Textual) | ||||||||||||||
Owed to a non-related party | $ 7,500 | $ 7,500 | ||||||||||||
Common stock subscribed | 74,742 | 74,742 | $ 50,000 | |||||||||||
Common stock share subscriptions | shares | 10,000,000 | |||||||||||||
Notes payable | 616,306 | $ 5,467 | ||||||||||||
Accretion expense | 654,087 | 61,128 | ||||||||||||
Loss on derivatives | 806,621 | (627,978) | ||||||||||||
Original issue discounts | 402,500 | $ 14,015 | ||||||||||||
Business acquisition owed, description | The purchase price paid by the Company for the Assets includes the assumption of certain liabilities and contracts associated with ADEX, $3,000,000 in cash, of which $2,500,000 was paid at closing and $500,000 was be retained by the Company for 90 days in order to satisfy any outstanding liabilities of ADEX incurred prior to the closing date, and the issuance to InterCloud of a one-year convertible promissory note in the aggregate principal amount of $2,000,000 (the "ADEX Note"). | |||||||||||||
Adex [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Repaid loan | $ 225,000 | |||||||||||||
Business acquisition owed, description | The Company owed Intercloud $500,000 of the acquisition price of ADEX (described in Note 3) which was retained by the Company in order to satisfy outstanding liabilities acquired by ADEX. | |||||||||||||
Super G Loan Agreement [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Interest rate | 100.00% | |||||||||||||
Accretion expense | $ 31,812 | |||||||||||||
Increasing carrying value | 891,187 | |||||||||||||
Repaid loan | 43,125 | |||||||||||||
Borrowings repaid, description | Borrowings under the Super G Loan Agreement are to be repaid in semi-monthly installments (including interest) of $43,125 for 36 months starting on March 16, 2018, for total payments of $1,552,500. The total interest charge is expected to total $402,500 and the company paid additional finance fees of $247,500. | |||||||||||||
Business acquisition owed, description | The Company, and its subsidiaries entered into a Business Loan and Security Agreement with Super G Capital, LLC, a Delaware limited liability company ("Super G"), as lender and received a term loan from Super G in an amount equal to $1,150,000, a portion of the proceeds of which were used to fund the Acquisition. | |||||||||||||
Sale Agreement with Prestige Capital Corporation [Member] | Adex [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Interest rate | 80.00% | |||||||||||||
Total borrowings outstanding | $ 5,000,000 | |||||||||||||
Owed pursuant to this agreement | 2,213,806 | |||||||||||||
Loans Payable [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Owed to a non-related party | 49,120 | 50,349 | $ 63,300 | $ 63,300 | ||||||||||
Loans Payable One [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Owed to a non-related party | 17,500 | 17,500 | ||||||||||||
Loans Payable Two [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Owed to a non-related party | 28,712 | 29,430 | 37,000 | 37,000 | ||||||||||
Loans Payable Four [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Owed to a non-related party | 4,490 | 4,490 | ||||||||||||
Loans Payable Five [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Owed to a non-related party | 14,019 | 14,370 | $ 18,066 | 18,066 | ||||||||||
Loans Payable Six [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Owed to a non-related party | 15,000 | 43,361 | $ 55,878 | |||||||||||
Promissory Note [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Promissory note | $ 12,000 | $ 50,000 | 12,000 | |||||||||||
Accrued interest | 1,200 | $ 1,200 | ||||||||||||
Repaid notes | 160,000 | $ 50,000 | ||||||||||||
Common stock at a price | $ / shares | $ 0.15 | $ 0.005 | ||||||||||||
Due date | Sep. 4, 2015 | |||||||||||||
Initial fair value of warrants | $ 332,966 | |||||||||||||
Notes payable | 250,200 | $ 250,200 | ||||||||||||
Accretion expense | $ 278,000 | 278,000 | ||||||||||||
Shares of Company's common stock | shares | 100,000 | 50,000,000 | ||||||||||||
Loans bears interest rate | 10.00% | 12.00% | ||||||||||||
Loss on derivatives | $ 82,766 | |||||||||||||
Warrant term | 3 years | |||||||||||||
Increasing carrying value | $ 118,000 | |||||||||||||
Original issue discounts | $ 278,000 | |||||||||||||
Promissory Note [Member] | Minimum [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Interest rate | 120.00% | |||||||||||||
Promissory Note [Member] | Maximum [Member] | ||||||||||||||
Loans Payable (Textual) | ||||||||||||||
Interest rate | 180.00% |
Convertible Debentures (Details
Convertible Debentures (Details Textual) - USD ($) | Nov. 16, 2017 | Jul. 18, 2012 | Oct. 31, 2008 | Nov. 15, 2013 | Apr. 29, 2013 | Jan. 19, 2012 | Mar. 31, 2018 | Mar. 31, 2017 | May 31, 2017 | Mar. 23, 2018 | Dec. 31, 2017 | May 31, 2015 | May 31, 2014 |
Convertible Debentures (Textual) | |||||||||||||
Proceeds from issuance of convertible debentures | $ 500,000 | $ 31,839 | |||||||||||
Accretion expense | $ 654,087 | $ 61,128 | |||||||||||
Stock options granted | 350,000 | 350,000 | |||||||||||
Additional fee | $ 21,266 | ||||||||||||
Increasing the carrying value | $ 81,119 | ||||||||||||
Fair value option | $ 259,000 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Common stock, conversion price | $ 0.004 | ||||||||||||
Convertible Debentures [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Additional paid-in capital convertible debentures | $ 45,930 | ||||||||||||
Accretion expense | 45,930 | 114,661 | |||||||||||
Convertible debentures carrying value | 250,000 | $ 150,000 | $ 59,853 | ||||||||||
Debenture holders to settle convertible debenture | $ 150,000 | $ 50,000 | $ 54,808 | $ 40,000 | |||||||||
Accounts payable and accrued interest | $ 122,535 | ||||||||||||
Debt Instrument, description | The Company agreed to pay $43,890 of accrued interest within five days of the agreement (paid), pay the accruing interest on a monthly basis (paid), and pay a $10,000 premium in addition to the $150,000 principal outstanding on April 11, 2013. | Pursuant to the agreement, the debt holder agreed to reduce the debt to Cdn$100,000 on the condition that the Company pays the amount of Cdn$2,500 per month for 40 months, beginning March 1, 2012 and continuing on the first day of each month thereafter. | |||||||||||
Debt instrument, periodic payment, interest | 4,438 | $ 6,836 | |||||||||||
Stock options granted | 100,000 | ||||||||||||
Stock options exercisable | $ 0.12 | ||||||||||||
Debt instrument periodic payment | $ 10,000 | ||||||||||||
Accretion of discounts on convertible debt | $ 12,901 | ||||||||||||
Present value of amended future cash flows, description | In addition, as the present value of the amended future cash flows had a difference of less than 10% of the cash flows of the original debt, it was determined that the original and new debt instruments are not substantially different. As a result, the modification was not treated as an extinguishment of the debt and no gain or loss was recognized because the fair value of the old debt and new debt remained the same. | ||||||||||||
Stock options period of years | 2 years | ||||||||||||
Fair value option | $ 12,901 | ||||||||||||
Convertible Debentures [Member] | Series A Preferred Stock [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Accrued interest | $ 15,423 | ||||||||||||
Three convertible debentures [Member] | |||||||||||||
Convertible Debentures (Textual) | |||||||||||||
Proceeds from issuance of convertible debentures | $ 250,000 | ||||||||||||
Convertible debentures bear interest rate | 10.00% | ||||||||||||
Common stock, shares converted | 625,000 | ||||||||||||
Common stock, conversion price | $ 0.40 | ||||||||||||
Purchase of warrants | 250,000 | ||||||||||||
Warrant, description | Each share purchase warrant entitles the holder to purchase one additional share of the Company's common stock for a period of two years from the date of issuance at an exercise price of $0.50 per share. |
Convertible Debentures (Detai54
Convertible Debentures (Details Textual 1) - USD ($) | Mar. 12, 2018 | Apr. 28, 2017 | Feb. 04, 2014 | Dec. 27, 2013 | Aug. 19, 2013 | May 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 23, 2018 | Feb. 06, 2018 | Dec. 15, 2017 | Apr. 27, 2017 | Apr. 25, 2017 |
Convertible Debentures (Textual) | ||||||||||||||
Accretion expense | $ 654,087 | $ 61,128 | ||||||||||||
Proceeds from issuance of convertible debentures | 500,000 | $ 31,839 | ||||||||||||
Debenture note | $ 2,000,000 | |||||||||||||
Fair value of the warrants | 259,000 | |||||||||||||
Other remaining debenture value | 50,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||
Exercise price | $ 0.004 | |||||||||||||
Convertible Debentures One [Member] | ||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||
Fair value of the conversion feature | 10,000 | |||||||||||||
Proceeds from issuance of convertible debentures | $ 10,000 | |||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||
Exercise price | $ 0.04 | |||||||||||||
Additional paid-in capital convertible debentures | $ 10,000 | |||||||||||||
Debenture note | $ 10,000 | |||||||||||||
Due date of issuance | 2 years | |||||||||||||
Convertible Debentures Two [Member] | ||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||
Fair value of the conversion feature | 5,000 | |||||||||||||
Proceeds from issuance of convertible debentures | $ 5,000 | |||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||
Exercise price | $ 0.04 | |||||||||||||
Additional paid-in capital convertible debentures | $ 5,000 | |||||||||||||
Debenture note | $ 5,000 | |||||||||||||
Due date of issuance | 2 years | |||||||||||||
Convertible Debentures Three [Member] | ||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||
Fair value of the conversion feature | 15,000 | |||||||||||||
Proceeds from issuance of convertible debentures | $ 15,000 | |||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||
Exercise price | $ 0.04 | |||||||||||||
Additional paid-in capital convertible debentures | $ 15,000 | |||||||||||||
Debenture note | $ 15,000 | |||||||||||||
Due date of issuance | 2 years | |||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||
Notes Payable | 943,299 | |||||||||||||
Accretion expense | $ 77,465 | 282,976 | ||||||||||||
Carrying value of the note | 1,134,166 | $ 1,828,940 | ||||||||||||
Aggregate principal amount | $ 310,000 | |||||||||||||
Issued shares of common stock | 27,094,947 | |||||||||||||
Common stock upon the conversion value | $ 92,703 | |||||||||||||
Fair value of the conversion feature | $ 1,174,000 | |||||||||||||
Convertible Promissory Note [Member] | Unsecured note [Member] | ||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||
Debt instrument, interest rate terms, description | All principal and accrued interest under the unsecured note is due one year following the issue date of the unsecured Note and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. | The lesser 70% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion and $0.04. | ||||||||||||
Convertible Promissory Note [Member] | Derivatives and Hedging [Member] | ||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||
Notes Payable | $ 400,000 | |||||||||||||
Accretion expense | 54,526 | $ 173,031 | ||||||||||||
Carrying value of the note | $ 54,526 | $ 194,557 | ||||||||||||
Issued shares of common stock | 10,560,000 | |||||||||||||
Common stock upon the conversion value | $ 33,000 | |||||||||||||
Fair value of the conversion feature | 1,744,661 | |||||||||||||
Accrued interest | $ 2,640 | |||||||||||||
Fair value of the warrants | 425,918 | |||||||||||||
Loss on derivatives | 1,770,579 | |||||||||||||
Convertible Promissory Note [Member] | Derivatives and Hedging [Member] | Series A Preferred Stock [Member] | ||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||
Debenture note | $ 374,000 | |||||||||||||
Accrued interest | $ 32,560 | |||||||||||||
Senior Secured Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||
Aggregate principal amount | $ 440,000 | |||||||||||||
Issued shares of common stock | 27,500,000 | |||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||
Exercise price | $ 0.0255 | |||||||||||||
Debt instrument, interest rate terms, description | All principal and accrued interest under the secured note is due on April 27, 2018 and is convertible into shares of the Company's common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the conversion, subject to adjustment upon the occurrence of certain events. | |||||||||||||
Aggregate purchase price | $ 400,000 | |||||||||||||
Warrant term | 3 years |
Convertible Debentures (Detai55
Convertible Debentures (Details Textual 2) - USD ($) | Mar. 12, 2018 | Feb. 27, 2018 | Feb. 21, 2018 | Feb. 06, 2018 | Nov. 16, 2017 | Oct. 31, 2008 | May 31, 2017 | Apr. 28, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 23, 2018 | Apr. 25, 2017 | May 31, 2015 | Nov. 15, 2013 |
Convertible Debentures (Textual) | |||||||||||||||
Fair value of the warrants | $ 259,000 | ||||||||||||||
Accretion expense | 654,087 | $ 61,128 | |||||||||||||
Debenture note | $ 2,000,000 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Convertible Debentures (Textual) | |||||||||||||||
Exercise price | $ 0.004 | ||||||||||||||
Derivatives and Hedging [Member] | Warrant [Member] | |||||||||||||||
Convertible Debentures (Textual) | |||||||||||||||
Fair value of the conversion feature | 571,079 | ||||||||||||||
Fair value of the warrants | 158,772 | ||||||||||||||
Notes Payable | 500,000 | ||||||||||||||
Loss on derivatives | 229,851 | ||||||||||||||
Accretion expense | 70,048 | ||||||||||||||
Carrying value of the note | 70,048 | ||||||||||||||
Convertible promissory note [Member] | |||||||||||||||
Convertible Debentures (Textual) | |||||||||||||||
Fair value of the conversion feature | $ 250,000 | $ 59,853 | $ 150,000 | ||||||||||||
Fair value of the warrants | 12,901 | ||||||||||||||
Accretion expense | $ 45,930 | 114,661 | |||||||||||||
Convertible promissory note [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Convertible Debentures (Textual) | |||||||||||||||
Accrued interest | $ 15,423 | ||||||||||||||
Convertible promissory note [Member] | Derivatives and Hedging [Member] | |||||||||||||||
Convertible Debentures (Textual) | |||||||||||||||
Fair value of the conversion feature | $ 1,744,661 | ||||||||||||||
Fair value of the warrants | 425,918 | ||||||||||||||
Notes Payable | 400,000 | ||||||||||||||
Loss on derivatives | $ 1,770,579 | ||||||||||||||
Accretion expense | $ 54,526 | $ 173,031 | |||||||||||||
Carrying value of the note | $ 54,526 | $ 194,557 | |||||||||||||
Issued shares of common stock | 10,560,000 | ||||||||||||||
Common stock upon the conversion value | $ 33,000 | ||||||||||||||
Accrued interest | $ 2,640 | ||||||||||||||
Convertible promissory note [Member] | Derivatives and Hedging [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Convertible Debentures (Textual) | |||||||||||||||
Accrued interest | $ 32,560 | ||||||||||||||
Debenture note | $ 374,000 | ||||||||||||||
Convertible promissory note [Member] | ADEX Note [Member] | |||||||||||||||
Convertible Debentures (Textual) | |||||||||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||||||||
Debt instrument, interest rate terms, description | All principal and accrued interest under the ADEX Note is due one year following the issue date of the ADEX Note and is convertible into shares of common stock at a conversion price equal to of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion, but in no event ever lower than $0.005. | ||||||||||||||
Interest rate | 6.00% | ||||||||||||||
Convertible note [Member] | Derivatives and Hedging [Member] | |||||||||||||||
Convertible Debentures (Textual) | |||||||||||||||
Fair value of the warrants | 2,455,000 | ||||||||||||||
Notes Payable | 639,000 | ||||||||||||||
Accretion expense | 37,913 | ||||||||||||||
Carrying value of the note | 1,398,913 | ||||||||||||||
Aggregate principal amount | $ 793,894 | ||||||||||||||
Debt instrument, interest rate terms, description | The note is due on August 16, 2019 and bears interest at 1% per annum. The note is convertible into common shares of the Company at a conversion price equal to the 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion. | ||||||||||||||
Contingent liability | $ 793,893 | ||||||||||||||
Convertible Note One [Member] | Derivatives and Hedging [Member] | |||||||||||||||
Convertible Debentures (Textual) | |||||||||||||||
Fair value of the conversion feature | 348,000 | ||||||||||||||
Notes Payable | 348,000 | ||||||||||||||
Accretion expense | 18,895 | ||||||||||||||
Carrying value of the note | $ 464,789 | ||||||||||||||
Issued shares of common stock | 25,000,000 | ||||||||||||||
Aggregate principal amount | $ 500,000 | ||||||||||||||
Debt instrument, interest rate terms, description | The exercise price of the warrant will reduce to 85% of the closing price of the Company's common stock if the closing price of the Company's common stock is less than $0.008 on July 31, 2018. The note is due on January 15, 2019, and bears interest at 6% per annum. The note is convertible into common shares of the Company at a conversion price equal to the lower of 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion and $0.005. | ||||||||||||||
Interest rate | 6.00% | ||||||||||||||
Exercise price | $ 0.008 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 7 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | ||
Derivative [Line Items] | |||
Balance at the beginning of period | [1] | $ 4,749,712 | |
Balance at the end of the period | [1] | 7,103,644 | $ 4,749,712 |
Level 3 [Member] | |||
Derivative [Line Items] | |||
Balance at the beginning of period | 4,749,712 | 3,760,067 | |
Derivative issued as part of acquisition | 302,800 | ||
Original discount limited to proceeds of notes | 1,487,000 | 250,200 | |
Fair value of derivative liabilities in excess of notes proceeds received | 229,851 | 82,766 | |
Derivative warrants issued for services and to acquire non-controlling interest | 327,536 | ||
Derivative liability settled through the issuance of preferred stock | (358,556) | (2,591,345) | |
Conversion of derivative liability | (354,138) | ||
Change in fair value of embedded conversion option | (1,675,472) | 3,248,024 | |
Balance at the end of the period | $ 4,708,733 | $ 4,749,712 | |
[1] | The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. |
Derivative Liabilities (Detai57
Derivative Liabilities (Details 1) - At issuance [Member] | Mar. 12, 2018 | Feb. 06, 2018 | Mar. 30, 2018 | Jan. 03, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Derivative [Line Items] | ||||||
Expected Volatility | 340.00% | 331.00% | 192.00% | 280.00% | ||
Risk-free Interest Rate | 1.71% | 1.52% | 1.63% | 1.41% | ||
Expected Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Expected Life (in years) | 1 month 16 days | 2 months 19 days | 26 days | 3 months 22 days | ||
Minimum [Member] | ||||||
Derivative [Line Items] | ||||||
Expected Volatility | 0.00% | 259.00% | ||||
Risk-free Interest Rate | 0.07% | 1.39% | ||||
Expected Life (in years) | 26 days | 3 months 19 days | ||||
Maximum [Member] | ||||||
Derivative [Line Items] | ||||||
Expected Volatility | 299.00% | 294.00% | ||||
Risk-free Interest Rate | 2.42% | 1.89% | ||||
Expected Life (in years) | 2 years 10 months 21 days | 2 years 3 months 29 days |
Derivative Liabilities (Detai58
Derivative Liabilities (Details Textual) | 12 Months Ended |
May 31, 2017USD ($)$ / sharesshares | |
Convertible Notes [Member] | |
Derivative Liabilities (Textual) | |
Convertible notes amount | $ 59,853 |
Common stock, conversion price | $ / shares | $ 0.40 |
Fair value of convertible notes | $ 41 |
Warrants [Member] | |
Derivative Liabilities (Textual) | |
Warrants exercisable | shares | 2,000,000 |
Warrants exercise price | $ / shares | $ 0.03 |
Fair value of warrant | $ 13,745 |
Warrants exercisable date | Aug. 29, 2018 |
Options [Member] | |
Derivative Liabilities (Textual) | |
Options exercisable | shares | 350,000 |
Fair value of options | $ 2,350 |
Options exercise price | $ / shares | $ 0.03 |
Options exercisable date | Mar. 16, 2017 |
Warrants One [Member] | |
Derivative Liabilities (Textual) | |
Warrants exercisable | shares | 533,333 |
Warrants exercise price | $ / shares | $ 0.80 |
Fair value of warrant | |
Warrants Two [Member] | |
Derivative Liabilities (Textual) | |
Warrants exercisable | shares | 4,075,000 |
Warrants exercise price | $ / shares | $ 0.37 |
Fair value of warrant | $ 16,978 |
Common Stock (Details)
Common Stock (Details) | Mar. 12, 2018USD ($)shares | Mar. 30, 2018USD ($)shares | Jan. 03, 2018USD ($)shares | Dec. 28, 2017USD ($)shares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | May 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017CAD ($)$ / sharesshares | Nov. 15, 2017$ / sharesshares | May 31, 2017CAD ($)$ / sharesshares |
Common Stock (Textual) | |||||||||||
Common stock price | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||
Common stock, shares authorized | shares | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||
Gain (loss) on extinguishment of debt | $ 561,963 | $ (5,400) | |||||||||
Common Stock [Member] | |||||||||||
Common Stock (Textual) | |||||||||||
Common stock, shares issued | shares | 10,560,000 | 6,578,947 | 20,516,000 | ||||||||
Common stock, amount | $ 33,000 | $ 67,703 | |||||||||
Principal and interest amount, total | 2,640 | $ 25,000 | |||||||||
Gain (loss) on extinguishment of debt | $ 8,092 | $ 1,794 | $ 13,718 | ||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||
Common Stock (Textual) | |||||||||||
Common stock price | $ / shares | $ 0.00001 | ||||||||||
Common stock, shares authorized | shares | 275,000,000 | ||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||
Common Stock (Textual) | |||||||||||
Common stock price | $ / shares | $ 0.00001 | ||||||||||
Common stock, shares authorized | shares | 750,000,000 | ||||||||||
Common Stock [Member] | Mantra Energy Alternatives Ltd. [Member] | |||||||||||
Common Stock (Textual) | |||||||||||
Proceeds from common stock subscriptions | $ 66,277 | $ 66,277 | $ 67,000 | $ 67,000 | |||||||
Common stock, shares subscribed | shares | 67,000 | 67,000 | 67,000 | 67,000 | |||||||
Common stock price | $ / shares | $ 1 | $ 1 | |||||||||
Net of non-controlling interest | $ 7,231 | $ 7,231 | |||||||||
Common Stock [Member] | Climate ESCO Ltd. [Member] | |||||||||||
Common Stock (Textual) | |||||||||||
Proceeds from common stock subscriptions | $ 21,000 | $ 21,000 | |||||||||
Common stock, shares subscribed | shares | 210,000 | 210,000 | 210,000 | 210,000 | |||||||
Common stock price | $ / shares | $ 0.10 | $ 0.10 | |||||||||
Net of non-controlling interest | $ 7,384 | $ 7,384 | |||||||||
Common Stock [Member] | President [Member] | |||||||||||
Common Stock (Textual) | |||||||||||
Common stock, shares issued | shares | 46,374,245 | ||||||||||
Shares vested during period | $ 125,782 | ||||||||||
Common stock fair value | $ 510,117 | ||||||||||
Vest shares | 12 months | ||||||||||
Common Stock [Member] | Consultant [Member] | |||||||||||
Common Stock (Textual) | |||||||||||
Common stock, shares issued | shares | 43,400,000 | ||||||||||
Shares vested during period | $ 60,997 | ||||||||||
Common stock fair value | $ 477,400 | ||||||||||
Vest shares | 12 months |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | Feb. 06, 2018 | Mar. 23, 2018 | Nov. 15, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Preferred Stock (Textual) | ||||||
Series A preferred stock, shares authorized | 8,000,000 | 8,000,000 | ||||
Preferred stock, shares issued | 1,768,439 | 1,262,945 | ||||
Due to related parties | $ 117,640 | $ 159,782 | ||||
Gain loss on settlement of debt | $ 561,963 | $ (5,400) | ||||
Series A Preferred Stock [Member] | ||||||
Preferred Stock (Textual) | ||||||
Series A preferred stock, shares authorized | 20,000,000 | |||||
Preferred stock, shares issued | 8,000,000 | |||||
Conversion rights, description | The number of shares of common stock into which each share of the Series A Preferred Shares may be converted shall be determined by dividing the sum of the Stated Value of the Series A Preferred Shares ($0.25 per share) being converted and any accrued and unpaid dividends by the Conversion Price in effect at the time of the conversion. The Series A Preferred Shares may be converted at an initial conversion price of the greater of 75% of the lowest VWAP during the ten (10) trading day period immediately preceding the date a conversion notice is delivered or $0.004. | |||||
Series A preferred stock, shares | 505,494 | |||||
Series A preferred stock, value | $ 170,445 | |||||
Due to related parties | 374,000 | |||||
Gain loss on settlement of debt | 538,359 | $ 287,815 | ||||
Accrued interest | $ 32,560 | |||||
Minimum conversion price | $ 0.004 |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share Purchase Warrants [Abstract] | |
Number of warrants, Beginning Balance | shares | 83,575,000 |
Number of warrants, Issued | shares | 55,427,289 |
Number of warrants, Ending Balance | shares | 139,002,289 |
Weighted average exercise price, Beginning Balance | $ / shares | $ 0.03 |
Weighted average exercise price, Issued | $ / shares | 0.006 |
Weighted average exercise price, Ending Balance | $ / shares | $ 0.02 |
Share Purchase Warrants (Deta62
Share Purchase Warrants (Details 1) - $ / shares | Mar. 31, 2018 | Mar. 22, 2018 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | |||
Number of warrants | 139,002,289 | 83,575,000 | |
Exercise price | $ 0.02 | $ 0.0016 | $ 0.03 |
Expiry date August 28, 2018 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 666,667 | ||
Exercise price | $ 0.03 | ||
Expiry date April 10, 2019 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 4,075,000 | ||
Exercise price | $ 0.37 | ||
Expiry date August 29, 2018 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 1,333,333 | ||
Exercise price | $ 0.03 | ||
Expiry date April 28, 2020 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 27,500,000 | ||
Exercise price | $ 0.03 | ||
Expiry date June 27, 2020 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 50,000,000 | ||
Exercise price | $ 0.005 | ||
Expiry date February 13, 2021 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 18,427,289 | ||
Exercise price | $ 0.006 | ||
Expiry date February 21, 2021 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 25,000,000 | ||
Exercise price | $ 0.008 | ||
Expiry date March 22, 2019 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 12,000,000 | ||
Exercise price | $ 0.0016 |
Share Purchase Warrants (Deta63
Share Purchase Warrants (Details Textual) - $ / shares | Mar. 31, 2018 | Mar. 22, 2018 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | |||
Warrants to purchase | 12,000,000 | ||
Exercise price | $ 0.02 | $ 0.0016 | $ 0.03 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Stock Options [Abstract] | ||
Number of options Outstanding, Beginning | 350,000 | 350,000 |
Number of options, Exercisable | 350,000 | 350,000 |
Number of options Outstanding, Ending | 350,000 | 350,000 |
Weighted average exercise price, Outstanding | $ 0.03 | $ 0.03 |
Weighted average exercise price, Exercisable | 0.03 | 0.03 |
Weighted average exercise price Outstanding, Ending | $ 0.03 | $ 0.03 |
Weighted average remaining contractual life (years) | 1 month 16 days | 1 month 16 days |
Weighted average remaining contractual life (years), Exercisable | 1 month 16 days | 1 month 16 days |
Aggregate intrinsic value Outstanding | ||
Aggregate intrinsic value, Exercisable |
Stock Options (Details 1)
Stock Options (Details 1) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 | May 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Number of options | 350,000 | 350,000 | 350,000 |
Exercise price | $ 0.03 | $ 0.03 | $ 0.03 |
Expiry date: May 17, 2018 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Number of options | 350,000 | ||
Exercise price | $ 0.03 |
Commitments and Contingencies66
Commitments and Contingencies (Details) | Mar. 31, 2018USD ($) |
Commitments and Contingencies [Abstract] | |
2,018 | $ 167,616 |
2,019 | 39,274 |
2,020 | 0 |
Total | $ 206,890 |
Commitments and Contingencies67
Commitments and Contingencies (Details Textual) - USD ($) | Dec. 07, 2016 | Sep. 10, 2016 | Aug. 22, 2016 | Mar. 14, 2016 | Sep. 03, 2015 | May 23, 2012 | Feb. 27, 2018 | Nov. 15, 2013 | Nov. 30, 2012 | Jul. 31, 2012 | Mar. 31, 2018 | May 31, 2015 | Oct. 31, 2008 |
Commitments and Contingencies (Textual) | |||||||||||||
Lease term, description | The Company leases certain of its properties under leases that expire on various dates through 2019. Some of these agreements include escalation clauses and provide for renewal options ranging from one to five years. | ||||||||||||
Lease expense | $ 81,246 | ||||||||||||
Settlement amount | $ 11,400 | $ 55,000 | $ 55,000 | ||||||||||
Settlement agreement terms, description | The Company commenced a separate action against the former employee seeking a return of the 1,000,000 shares of common stock and a stay of execution of the judgment. That application is pending and has not yet been heard or determined by the court. The payment of the judgment claim of approximately $55,000 is dependent upon whether the former employee will first return the 1,000,000 shares of common stock noted above. The probable outcome of the Company's claim for the return of the shares cannot yet be determined as the Company has not received a response from the former employee for nearly two years. | ||||||||||||
Employee retains, shares | 1,000,000 | ||||||||||||
Settlement Agreement [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Settlement amount | $ 7,500 | ||||||||||||
Stock issued in exchange of services, shares | 2,000,000 | ||||||||||||
Total borrowings outstanding | $ 5,000,000 | ||||||||||||
Interest rate | 80.00% | ||||||||||||
Consulting Agreement [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Consulting agreement, description | Consulting agreement for the provision of consulting services until November 22, 2016. | The Company will pay the consultant $10,000 per month ($20,000 paid) and issue 550,000 shares per month for a period of three months. At December 31, 2017, the Company had not issued the shares to the consultant due to non-performance. | |||||||||||
Consulting agreement periodic payment | $ 5,000 | ||||||||||||
Stock issued in exchange of services, shares | 1,000,000 | 2,000,000 | |||||||||||
Convertible Debentures [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Settlement agreement terms, description | Payments were made until December 2014, but have not been made after. The plaintiff was seeking relief of amounts owed along with 10% interest per annum, from the date of judgments. All amounts are recorded in these financial statements. | ||||||||||||
Convertible debentures carrying value | $ 150,000 | $ 59,853 | $ 250,000 | ||||||||||
Total interest charge | $ 10,000 |
Segment Disclosures (Details)
Segment Disclosures (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Net Sales | $ 4,327,764 | ||
Operating (loss) income | (743,491) | (139,873) | |
Interest expense | (179,325) | (102,648) | |
Depreciation and amortization | 47,833 | $ 5,603 | |
Total Assets as of March 31, 2018 | 10,774,123 | $ 4,505,340 | |
ADEX [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 2,105,811 | ||
Operating (loss) income | 5,386 | ||
Interest expense | (68,432) | ||
Depreciation and amortization | 4,248 | ||
Total Assets as of March 31, 2018 | 6,126,842 | ||
Spectrum Global [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | |||
Operating (loss) income | (666,247) | ||
Interest expense | (107,894) | ||
Depreciation and amortization | |||
Total Assets as of March 31, 2018 | 99,835 | ||
AW Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 2,221,953 | ||
Operating (loss) income | (82,628) | ||
Interest expense | (2,999) | ||
Depreciation and amortization | 43,585 | ||
Total Assets as of March 31, 2018 | $ 4,547,446 |
Segment Disclosures (Details 1)
Segment Disclosures (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenues, Consolidated Total | $ 4,327,764 | |
Long-Lived Assets, Consolidated Total | 6,174,473 | |
Puerto Rico [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, Consolidated Total | 466,624 | |
Long-Lived Assets, Consolidated Total | 5,377 | |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, Consolidated Total | 3,861,139 | |
Long-Lived Assets, Consolidated Total | $ 6,169,096 |
Segment Disclosures (Details Te
Segment Disclosures (Details Textual) | 3 Months Ended | |
Mar. 31, 2018Segments | Mar. 31, 2017SegmentsArea | |
Segment Disclosures (Textual) | ||
Number of operating segments | Segments | 3 | 1 |
Number of geographical area | Area | 1 | |
Segment reporting, description | The Company operates the SGS reporting segment in one geographical area (the United States), the AW Solutions operating segment in two geographical areas (the United States and Puerto Rico), and the ADEX operating segment in two geographical areas (the United States and Puerto Rico). |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net income (loss) | $ 134,269 | $ (1,018,921) |
Convertible note interest | 87,860 | |
Adjusted diluted net income (loss) | $ 222,129 | $ (1,018,921) |
Weighted average shares outstanding used in computing net income per share: | ||
Basic | 445,161,856 | 117,272,240 |
Effect of dilutive stock options and convertible notes payable | 1,238,870,969 | |
Effect of preferred shares | 1,768,439 | |
Diluted | 1,685,801,264 | 117,272,240 |
Net income (loss) per share applicable to common stockholders: | ||
Basic | $ 0 | $ (0.01) |
Diluted | $ 0 | $ (0.01) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |||||
May 18, 2018 | Apr. 23, 2018 | Apr. 06, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Apr. 25, 2017 | |
Subsequent Events (Textual) | ||||||
Preferred stock, stated value | $ 0.00001 | $ 0.00001 | ||||
Principal amount | $ 2,000,000 | |||||
Subsequent Events [Member] | ||||||
Subsequent Events (Textual) | ||||||
Secured note, due date | May 18, 2019 | Oct. 23, 2019 | ||||
Secured note accrues interest rate | 12.00% | 12.00% | ||||
Common stock fixed conversion price | $ 0.005 | $ 0.005 | ||||
Cash prepayment premium | 5.00% | |||||
Other prepayment premium | 10.00% | |||||
Subsequent Events [Member] | Senior secured convertible promissory note [Member] | Securities Purchase Agreement [Member] | ||||||
Subsequent Events (Textual) | ||||||
Principal amount | $ 295,746.73 | $ 1,578,947.37 | ||||
Common stock aggregate purchase price | $ 280,959.39 | $ 1,500,000 | ||||
Subsequent Events [Member] | Series A Preferred Stock [Member] | ||||||
Subsequent Events (Textual) | ||||||
Shares, issued | 496,101 | |||||
Repurchase and retire | 1,273,161 | |||||
Subsequent Events [Member] | Series B preferred stock [Member] | ||||||
Subsequent Events (Textual) | ||||||
Shares, issued | 1,000 | |||||
Preferred stock, stated value | $ 3,500 | |||||
Subsequent Events [Member] | Series B preferred stock [Member] | Mr. Ponder [Member] | ||||||
Subsequent Events (Textual) | ||||||
Common stock exchanged, shares | 108,500,000 | |||||
Common stock aggregate, shares | 500 | |||||
Subsequent Events [Member] | Series B preferred stock [Member] | Mr. Hayter [Member] | ||||||
Subsequent Events (Textual) | ||||||
Common stock exchanged, shares | 108,500,000 | |||||
Common stock aggregate, shares | 500 |