Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 10, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Entity Registrant Name | National Automation Services Inc | ||
Entity Central Index Key | 1415998 | ||
Current Fiscal Year End Date | -19 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 4,484,184 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $20,885,220 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Aug. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ||||
Cash | $72,165 | $17,696 | $652 | |
Accounts receivable, net | 1,660,227 | |||
Other receivables | 60,000 | 70,000 | ||
Prepaid expenses | 1,353,033 | |||
Total current assets | 3,145,425 | 17,696 | ||
Property, plant and equipment, net | 16,683,881 | |||
Security deposit | 750 | |||
Deferred financing fees, net | 189,349 | |||
TOTAL ASSETS | 20,019,405 | 17,696 | ||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | 5,294,325 | 2,452,798 | ||
Current portion of loans, capital leases and line of credit | 4,507,322 | 94,517 | ||
Convertible debt, net of beneficial conversion feature of $309,707 and $0 | 294,292 | 173,580 | ||
Mandatorily redeemable contingent liability | 100,000 | |||
Current portion of related party payable | 112,536 | 172,173 | ||
Total current liabilities | 10,308,475 | 2,893,068 | ||
LONG TERM LIABILITIES | ||||
Convertible debt, net of beneficial conversion feature of $133,076 and $0 | 406,914 | |||
Long term related party payable | 984,667 | |||
Long term loans, capital leases | 8,666,493 | 169,500 | ||
Total liabilities | 20,366,549 | 3,062,568 | ||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock $0.001 par value, 10,000,000 authorized, 0 and 0 shares issued outstanding, net | ||||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 and 3,079,936 shares issued outstanding, net | 4,020 | 3,080 | ||
Additional paid in capital | 15,398,073 | 12,671,481 | ||
Stock payable | 33,278 | 375,172 | ||
Accumulated deficit | -15,782,515 | -16,094,605 | ||
Total stockholders' deficit | -347,144 | -3,044,872 | -3,538,986 | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $20,019,405 | $17,696 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Convertible debt, net of current beneficial conversion feature | $309,707 | $0 |
Convertible debt, net of noncurrent beneficial conversion feature | $133,076 | $0 |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 4,019,738 | 3,079,936 |
Common stock, shares outstanding | 4,019,738 | 3,079,936 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
REVENUE | $17,659,460 | |
Less: returns and allowances | -45,768 | |
NET REVENUE | 17,613,692 | |
COST OF REVENUE | 14,484,162 | |
GROSS PROFIT | 3,129,530 | |
OPERATING EXPENSES | ||
Selling, general and administrative expenses | 1,866,529 | 177,790 |
Professional fees and related expenses | 612,790 | 463,626 |
Forgiveness of accrued officer compensation | -112,645 | -435,446 |
TOTAL OPERATING EXPENSES | 2,366,674 | 205,970 |
OPERATING INCOME (LOSS) | 762,856 | -205,970 |
OTHER INCOME, non-operating | ||
Other income | -77,169 | |
Gain on extinguishment of debt | -10,334 | -206,835 |
Gain on bargain purchase acquisition of JD | -1,620,071 | |
TOTAL OTHER INCOME, non-operating | -1,707,574 | -206,835 |
OTHER EXPENSE, non-operating | ||
Interest expense, net | 1,584,028 | 281,461 |
Loss on disposal of fixed assets | 574,312 | |
TOTAL OTHER EXPENSE, non-operating | 2,158,340 | 281,461 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 312,090 | -280,596 |
PROVISION FOR INCOME TAXES | ||
NET INCOME (LOSS) | $312,090 | ($280,596) |
BASIC INCOME (LOSS) PER SHARE | $0.08 | ($0.13) |
DILUTED INCOME (LOSS) PER SHARE | $0.06 | ($0.13) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,705,626 | 2,160,449 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 5,319,186 | 2,160,449 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable/Receivable [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2012 | ($3,538,986) | $1,682 | $12,238,356 | $34,985 | ($15,814,009) |
Balance, shares at Dec. 31, 2012 | 1,682,124 | ||||
Stock for cash, net of offering costs | 60,000 | 65 | 64,935 | -5,000 | |
Stock for cash, net of offering costs, shares | 65,000 | ||||
Stock for conversion of debt | 138,602 | 399 | 138,203 | ||
Stock for conversion of debt, shares | 398,466 | ||||
Stock for services | 227,436 | 934 | 225,487 | 1,015 | |
Stock for services, shares | 934,346 | ||||
Stock for accrued salaries | 344,172 | 344,172 | |||
Stock for accrued salaries, shares | |||||
Convertible note (BCF) | 4,500 | 4,500 | |||
Net income (loss) | -280,596 | -280,596 | |||
Balance at Dec. 31, 2013 | -3,044,872 | 3,080 | 12,671,481 | 375,172 | -16,094,605 |
Balance, shares at Dec. 31, 2013 | 3,079,936 | 3,079,936 | |||
Stock for conversion of debt | 319,513 | 57 | 287,278 | 32,178 | |
Stock for conversion of debt, shares | 57,029 | ||||
Stock for services | 136,550 | 120 | 510,502 | -374,072 | |
Stock for services, shares | 119,709 | ||||
Stock issued for acquisition | 413,000 | 590 | 412,410 | ||
Stock issued for acquisition, shares | 590,000 | ||||
Mandatorily redeemable contingent liability | -100,000 | -100,000 | |||
Stock for prepaid services | 1,093,500 | 150 | 1,093,350 | ||
Stock for prepaid services, shares | 150,000 | ||||
200:1 reverse split | 3 | 3 | |||
200:1 reverse split, shares | 3,064 | ||||
Stock for deferred financing fees | 50,000 | 20 | 49,980 | ||
Stock for deferred financing fees, shares | 20,000 | ||||
Convertible note (BCF) | 473,072 | 473,072 | |||
Net income (loss) | 312,090 | 312,090 | |||
Balance at Dec. 31, 2014 | ($347,144) | $4,020 | $15,398,073 | $33,278 | ($15,782,515) |
Balance, shares at Dec. 31, 2014 | 4,019,738 | 4,019,738 |
CONSOLIDATED_STATEMENT_OF_STOC1
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Parenthetical) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2014 | |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT | ||
Stock split ratio | 0.005 | 0.005 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities | ||
Net income (loss) | $312,090 | ($280,596) |
Cash used by operating activities | ||
Depreciation and amortization | 1,255,574 | |
Accretion of convertible notes BCF | 31,209 | 9,568 |
Allowance for doubtful accounts | 68,292 | |
Stock issued for services | 136,550 | 227,436 |
Forgiveness of accrued officer compensation | -112,645 | -435,446 |
Gain on debt extinguishment | -10,334 | -206,835 |
Loss on disposal of fixed assets | 574,312 | |
Gain on bargain purchase of JD Field Services | -1,620,071 | |
Changes in assets | ||
Accounts receivables | 597,110 | |
Other assets | -750 | |
Prepaid expenses | 337,914 | |
Changes in liabilities | ||
Accounts payable and accrued liabilities | 1,256,784 | 425,716 |
Cash provided by (used for) operating activities | 2,826,035 | -260,157 |
Investing Activities | ||
Cash retained by subsidiary | 104,816 | |
Proceeds from sale of assets | 689,000 | |
Cash paid for fixed assets | -440,119 | |
Cash provided by investing activities | 353,697 | |
Financing activities | ||
Proceeds from sale of stock, net of offering costs | 60,000 | |
Proceeds from line of credit | 8,120,730 | |
Proceeds from convertible notes payable | 603,500 | 38,500 |
Proceeds on note payable | 630,000 | 219,500 |
Proceeds from related party debt | 78,000 | |
Deferred financing fees | -160,000 | |
Payments on convertible notes | -25,500 | |
Payments for note payable | -3,940,215 | -40,800 |
Payments for leases | -453,293 | |
Payments on line of credit | -7,937,485 | |
Payments on related party debt | -41,000 | |
Cash (used for) provided by financing activities | -3,125,263 | 277,200 |
Increase in cash | 54,469 | 17,043 |
Cash at beginning of the year | 17,696 | 652 |
Cash at end of the year | 72,165 | 17,696 |
SUPPLEMENTAL CASH FLOW | ||
Cash paid for interest | 894,423 | |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS | ||
Stock issued for acquisition of JD | 413,000 | |
Capitalized leases | 132,000 | |
Financed assets | 4,583,076 | |
Stock for conversion of debt and interest | 319,512 | 138,602 |
Financed prepaid insurance | 504,555 | |
Stock issued for prepaid services | 1,093,500 | 29,985 |
Stock issued for deferred financing fees | 50,000 | |
Beneficial conversion feature on convertible debt | -473,072 | 4,500 |
Stock for conversion of accrued salaries | 344,172 | |
Mandatorily redeemable contingent liability | 100,000 | |
Write off allowance of doubtful accounts | $1,991,360 |
Organization_and_basis_of_pres
Organization and basis of presentation | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Organization and basis of presentation [Abstract] | |||||
Organization and basis of presentation | NOTE 1: Organization and basis of presentation | ||||
Basis of Financial Statement Presentation | |||||
The accompanying audited consolidated financial statements of National Automation Services, a Nevada corporation (“NAS” or the “Company”), have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. All significant intercompany transactions and accounts have been eliminated in consolidation. | |||||
These financial statements have been presented in accordance with the Securities and Exchange Commission (“SEC”) rules governing a smaller reporting company for both periods of December 31, 2014 and December 31, 2013. | |||||
Business Overview | |||||
NAS is a public holding company that holds subsidiaries which provide services for the domestic oil and gas industry. Our business plan takes action with expansion through carefully selected acquisitions. Our services are needed by a wide variety of oil and natural gas industry providers in both private and public sectors. Our focus is to increase shareholder value through these carefully selected companies with NAS bringing oversight and resources to each, which will allow them to maximize profitability and growth opportunities within their markets, and expanding their customer base. This strategy will allow for rapid advancement in overall assets and revenue streams for the Company. | |||||
On February 24, 2014, the Company entered into a purchase and sale agreement with JD Field Services (“JD”). This is the first of several anticipated acquisitions that NAS has as a part of its growth strategy. JD provides oilfield services to the oil and gas industry primarily focused around those activities that are related to the drilling, operation(s) and maintenance of the well-site. They are licensed in all states west of the Mississippi River including Alaska to do trucking, but are focused primarily in the Rocky Mountain Region. Oilfield services provided include heavy haul, water haul, and rig moving services as well as equipment, supplies, and specialty long hauling services. JD also provides oil and gas equipment rental services, hot shot, roustabout services and construction site development services. JD also operates a fabrication division that builds special-order oil and gas equipment and trucks for customers. | |||||
Use of Estimates | |||||
The preparation of financial statements in conformity with 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. Actual results could differ from those estimates. | |||||
Concentrations of Credit and Business Risk | |||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions and generally limits the amount of credit exposure to the amount in excess of the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2014, the Company did not have cash in any one banking institution that exceeded this limit. | |||||
Customers | |||||
JD's customers are the major and independent oil and gas companies that are active in the geographic areas in which it operates. There were no single customers that exceeded 14% of JD's total revenues in 2014. JD's inability to continue to perform services for a number of its large existing customers, if not offset by sales to new or other existing customers could have a material adverse effect on the Company's business and operations. The following table represents JD's customers that make up 10% or more of JD's total revenue and their estimated concentrations on JD's revenues: | |||||
Customer Name | Percentage | ||||
of | |||||
Revenue | |||||
Anadarko Petroleum | 14 | % | |||
Helmerich & Payne Int'l | 13 | % | |||
New Field Production Co. | 10 | % | |||
Potential Derivative Instruments | |||||
The Company periodically assesses its financial and equity instruments to determine if they require derivative accounting. Instruments which may potentially require derivative accounting are conversion features of debt and common stock equivalents in excess of available authorized common shares. | |||||
Prepaid Expenses | |||||
Amounts paid in advance for a benefit not yet received. This type of expense normally includes costs paid in one fiscal year (or period) that benefits a future year (or period). | |||||
Property, Plant and Equipment | |||||
As required by the Property, Plant and Equipment Topic of the Financial Accounting Standards Board Accounting Standards Codification (“FASB” “ASC”), the Company is required to use a predetermined method in calculating depreciation expense. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally ten/fifteen years for heavy machinery, five years for vehicles, two to three years for computer software/hardware and office equipment and three to seven years for furniture, fixtures and office equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives. Upon the sale or retirement of property or equipment, the cost and related accumulated depreciation or amortization is removed from our balance sheet with the resulting gain or loss reflected in our results of operations. Maintenance costs are expensed as incurred. Due to the nature of the equipment, major repairs are capitalized as they reflect an adjustment to the overall value of the equipment and its useful life can be extended. | |||||
In evaluating the salvage value service equipment the Company uses a standard of, Machinery and Equipment - Worth approximately 10 - 30% of purchase price after 10-15 years depending on the asset. Vehicles - Worth approximately 20% of purchase price after 10-15 years depending on the asset. These salvage values are based on industry averages for the type of machinery and equipment used in oilfield services. | |||||
Allowance for Doubtful Accounts | |||||
As required by the Receivables Topic of FASB ASC, the Company is required to use a predetermined method in calculating the current value for its bad debt on overall accounts receivable. | |||||
The Company estimates its accounts receivable risks to provide allowances for doubtful accounts accordingly. We believe that our credit risk for accounts receivable is limited because of the way in which we conduct business largely in the areas of contracts. Accounts receivable includes the accrual of work in process for project contracts and field service revenue. We recognize that there is a potential of not being paid in a twelve (12) month period. Our evaluation includes the length of time receivables are past due, adverse situations that may affect a contract's scope to be paid, and prevailing economic conditions. We assess each and every customer to conclude whether or not remaining balances outstanding need to be placed into allowance and then re-evaluated for write-off. We review all accounts to ensure that all efforts have been exhausted before noting that a customer will not pay for services rendered. The evaluation is inherently subjective and estimates may be revised as more information becomes available. | |||||
Sales Taxes | |||||
The Company collects sales tax. The amount received is credited to a liability account as payments are received or invoices are generated. At any point in time, this account represents the net amount owed to the taxing authority for amounts collected but not yet remitted. Sales taxes are then remitted to the appropriate taxing jurisdictions. | |||||
Income Taxes | |||||
As required by the Income Tax Topic of FASB ASC, income taxes are provided for using the liability method of accounting in accordance with the new codification standards. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, and at least quarterly due to current business operations, the Company assesses the carrying value of our net deferred tax assets. | |||||
Stock Based Compensation | |||||
Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company determines the value of stock issued at the date of grant. The Company also determines at the date of grant the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable. | |||||
Earnings (loss) per share basic and diluted | |||||
Earnings per share is calculated in accordance with the Earnings per Share Topic of the FASB ASC. The weighted-average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share is computed using the weighted average number of shares plus dilutive potential common shares outstanding. | |||||
Potentially dilutive common shares consist of employee stock options, warrants, and other convertible securities, and are excluded from the diluted earnings per share computation in periods where the Company has incurred net loss. During the year ended December 31, 2014, the Company incurred net income, resulting in dilutive common shares, and during the year ended December 31, 2013, the Company incurred net loss, resulting in no dilutive common shares. | |||||
Fair Value Accounting | |||||
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions (For additional information see Note 12: Fair value). | |||||
The three levels of the fair value hierarchy are described below: | |||||
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | |||||
Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | |||||
Revenue Recognition | |||||
As required by the Revenue Recognition Topic of FASB ASC, the Company is required to use predetermined contract methods in determining the current value for revenue. | |||||
Service Contracts Service revenue is recognized on a completed project basis - the Company invoices the client when it has completed the services, thereby, ensuring the client is legally liable to the Company for payment of the invoice. On service contracts, revenue is not recognized until the services have been performed. | |||||
In all cases, revenue is recognized as earned by the Company. As the client becomes liable to the Company for services provided, as defined in the agreement, the client is then invoiced and revenue is accordingly recognized and recorded. The Company does not recognize or record any revenues for which it does not have a legal basis for invoicing or legally collecting. | |||||
Reverse Stock Split | |||||
On September 11, 2014, the Company amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 200 shares of common stock. This amendment was approved and filed on record by the Nevada Secretary of State, effective September 11, 2014. On December 11, 2014, FINRA approved the reverse stock split for the Company. All the relevant information relating to numbers of shares and per share information contained in these consolidated financial statements has been retrospectively adjusted to reflect the reverse stock split for all periods presented. | |||||
Recently_adopted_and_recently_
Recently adopted and recently issued accounting guidance | 12 Months Ended |
Dec. 31, 2014 | |
Recently adopted and recently issued accounting guidance [Abstract] | |
Recently adopted and recently issued accounting guidance | NOTE 2: Recently adopted and recently issued accounting guidance |
Adopted | |
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern”. The new standard provides guidance as to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. This standard was adopted on December 31, 2014. | |
In November 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting. Current generally accepted accounting principles (GAAP) offer limited guidance for determining whether and at what threshold an acquiree (acquired entity) can reflect the acquirer's accounting and reporting basis (pushdown accounting) in its separate financial statements. An election to apply pushdown accounting in a reporting period after the reporting period in which the change-in-control event occurred should be considered a change in accounting principle in accordance with Topic 250, Accounting Changes and Error Corrections. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. This ASU is effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. The adoption of this guidance did not have a material impact on the Company's financial position, result of operations or cash flows. | |
Issued | |
In February 2015, FASB issued ASU No. 2015-02, Consolidation. The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. This ASU is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017. | |
In January 2015, FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. | |
In November 2014, FASB issued ASU No. 2014-18, Business Combinations (Topic 805): Accounting for Identifiable Intangible Assets in a Business Combination. This ASU is effective for the first transaction within the scope of the accounting alternative that occurs in fiscal years beginning after December 15, 2015 and for interim and annual periods thereafter. If the first transaction occurs in a fiscal year beginning after December 15, 2016, then this is effective for the interim period that includes the date of the transaction and for interim and annual periods thereafter. | |
In November 2014, FASB issued ASU No. 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. This ASU is effective for fiscal years beginning after December 15, 2015, and interim periods beginning after December 15, 2016. Early adoption, including adoption in an interim period, is permitted. If an entity early adopts the amendments in an interim period, any adjustments shall be reflected as of the beginning of the fiscal year that includes that interim period. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows. | |
Liquidity_resources_and_future
Liquidity resources and future capital requirements | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Liquidity resources and future capital requirements [Abstract] | ||||||||||
Liquidity resources and future capital requirements | NOTE 3: Liquidity resources and future capital requirements | |||||||||
The Company has incurred substantial operating losses and negative cash flows from operations. Management plans to correct the losses consists of acquiring business with operating income and cash flows from operations. The first of these acquisitions was completed on February 24, 2014 in which the Company acquired JD Field Services, Inc. In addition, the Company is seeking to refinance and extend terms of its loans, lines of credit and long-term debt. Also (as described in Note 13 below) the Company amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 200 shares of common stock (and was approved by FINRA on December 11, 2014). | ||||||||||
As described above, the Company implemented its plan to acquire companies with income from operations and positive cash flows. The Company's total cash increased approximately by $54,500, or 308%, to approximately $72,200 for the fiscal year ended December 31, 2014, compared to approximately $17,700 for the fiscal year ended December 31, 2013. The Company's consolidated cash flows for the fiscal year ended December 31, 2014, and 2013 and total operating income for December 31, 2014 and 2013 were as follows: | ||||||||||
DEC 31, 2014 | DEC 31, 2013 | |||||||||
Net cash provided (used) by operating activities | $ | 2,826,000 | $ | (260,200 | ) | |||||
Net cash used by investing activities | $ | 353,700 | $ | -- | ||||||
Net cash (used) provided by financing activities | $ | (3,125,300 | ) | $ | 277,200 | |||||
DEC 31, 2014 | DEC 31, 2013 | |||||||||
Total operating income (loss) | $ | 312,100 | $ | (280,596 | ) | |||||
In connection with the preparation of our financial statements for the fiscal year ended December 31, 2014, the Company has analyzed its cash needs for the next twelve months. The Company believes that its current cash position and forecasted cash flow from operations is adequate to meet its cash requirements for at least the next twelve months. | ||||||||||
Accounts_receivable_net
Accounts receivable, net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounts receivable, net [Abstract] | |||||||||
Accounts receivable, net | NOTE 4: Accounts receivable, net | ||||||||
DEC 31, | DEC 31, | ||||||||
2014 | 2013 | ||||||||
Accounts receivable | $ | 1,748,898 | $ | -- | |||||
Less: allowance for doubtful accounts | (88,671 | ) | -- | ||||||
Total | $ | 1,660,227 | $ | -- |
Other_receivable
Other receivable | 12 Months Ended |
Dec. 31, 2014 | |
Other receivable [Abstract] | |
Other receivable | NOTE 5: Other receivable |
In August 2014, the Company entered into a term sheet agreement to acquire additional funds for repayment of debt and capital purchases. There was a required deposit in the amount of $70,000 for the agreement to be executed. As of September 30, 2014, the Company recognized that the execution of the term sheet was not viable and therefore the Company asked for a return of the deposit as of December 31, 2014, of which $10,000 has been returned to the Company. | |
Property_plant_equipment_net
Property, plant & equipment, net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, plant & equipment, net [Abstract] | |||||||||
Property, plant & equipment, net | NOTE 6: Property, plant & equipment, net | ||||||||
DEC 31, | DEC 31, | ||||||||
2014 | 2013 | ||||||||
Buildings | $ | 78,927 | $ | -- | |||||
Furniture and fixtures | 46,923 | -- | |||||||
Vehicles | 4,479,273 | -- | |||||||
Machinery and equipment | 13,234,926 | -- | |||||||
Less: Accumulated depreciation | (1,156,168 | ) | -- | ||||||
Total | $ | 16,683,881 | $ | -- | |||||
Depreciation expense for the fiscal year ended December 31, 2014, was $ 1,214,390 and for the year ended December 31, 2013, was $0. | |||||||||
Loans_capital_lease_and_lines_
Loans, capital lease and lines of credit | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Loans, capital lease and lines of credit [Abstract] | ||||||||||||||||||||||||||||
Loans, capital lease and lines of credit | NOTE 7: Loans, capital lease and lines of credit | |||||||||||||||||||||||||||
The following tables represent the outstanding principle balance of loans, capital leases and lines of credit (“LOC”) and accrued interest for the Company as of December 31, 2014. The Company acquired the debt as a part of the JD acquisition. | ||||||||||||||||||||||||||||
Description | Loan date | Maturity date | Original | Interest rate | Balance as of | |||||||||||||||||||||||
amount of loan | DEC 31, 2014 | |||||||||||||||||||||||||||
Ally | 2/24/14 | 2/10/19 | $ | 43,395 | 4.01 | % | $ | 31,284 | ||||||||||||||||||||
Commercial Credit Group | 12/19/14 | 12/19/19 | 1,940,969 | 10 | % | 1,552,775 | ||||||||||||||||||||||
Cat Financial | 2/24/14 | 11/9/16 | 186,549 | 5.95 | % | 95,262 | ||||||||||||||||||||||
Equify | 4/8/14 | 5/1/19 | 1,480,412 | 7.1 | % | 1,331,116 | ||||||||||||||||||||||
Phil Timothy | 2/24/14 | 3/28/23 | 2,650,000 | 6 | % | 2,274,936 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 3/16/16 | 23,700 | 4.34 | % | 10,129 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 9/28/15 | 28,700 | 6.54 | % | 10,268 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 9/28/16 | 44,576 | 3.74 | % | 2,903 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 6/5/16 | 88,575 | 7.89 | % | 37,253 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 2/28/15 | 56,372 | 6.49 | % | 9,858 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 3/29/17 | 73,005 | 7.89 | % | 37,946 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 10/29/15 | 36,700 | 6.54 | % | 3,829 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 10/29/15 | 34,400 | 6.54 | % | 3,589 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 9/30/15 | 94,000 | 5.74 | % | 16,050 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 9/19/16 | 45,994 | 8.29 | % | 23,049 | ||||||||||||||||||||||
Ford Credit | 9/1/14 | 8/1/17 | 43,110 | 5.04 | % | 33,693 | ||||||||||||||||||||||
GE Capital | 9/1/14 | 8/1/19 | 213,600 | 6.96 | % | 202,093 | ||||||||||||||||||||||
GE Capital | 9/1/14 | 8/1/20 | 203,789 | 6.93 | % | 194,574 | ||||||||||||||||||||||
GE Capital | 9/1/14 | 8/1/16 | 48,000 | 9.11 | % | 42,669 | ||||||||||||||||||||||
GE Capital | 2/24/14 | 10/10/18 | 189,151 | 6.42 | % | 129,135 | ||||||||||||||||||||||
GE Capital | 2/24/14 | 7/1/18 | 153,944 | 7.2 | % | 100,047 | ||||||||||||||||||||||
John Deere Financial | 2/24/14 | 9/26/17 | 262,350 | 4 | % | 155,136 | ||||||||||||||||||||||
Jimmy B Trucking | 8/11/14 | 6/11/14 | 600,000 | 10 | % | 372,109 | ||||||||||||||||||||||
Mack Financial Services | 2/24/14 | 3/12/16 | 326,746 | 6 | % | 98,478 | ||||||||||||||||||||||
Mack Financial Services | 2/24/14 | 11/9/16 | 347,520 | 6 | % | 159,427 | ||||||||||||||||||||||
MACU | 2/24/14 | 10/26/18 | 41,540 | 2.99 | % | 33,069 | ||||||||||||||||||||||
Rick Gurr/Gosling Service | 8/11/14 | 6/11/14 | 210,000 | 10 | % | 130,238 | ||||||||||||||||||||||
Zion's Bank | 2/24/14 | 10/15/26 | 150,000 | 4.86 | % | 125,108 | ||||||||||||||||||||||
Zion's Bank | 2/24/14 | 10/10/16 | 101,091 | 4.57 | % | 31,998 | ||||||||||||||||||||||
Zion's Bank | 2/24/14 | 9/30/17 | 7,680,000 | 4.57 | % | 4,622,482 | ||||||||||||||||||||||
Zion's Bank – LOC | -- | -- | -- | -- | 586,695 | |||||||||||||||||||||||
H&E Equipment | 2/24/14 | 5/1/17 | 176,234 | 12 | % | 117,799 | ||||||||||||||||||||||
National Insurance | 6/1/14 | 5/31/15 | 504,555 | 6 | % | 217,128 | ||||||||||||||||||||||
South Bay Capital | 7/25/08 | -- | 10,926 | 12 | % | 10,926 | ||||||||||||||||||||||
Capital lease | 1/15/09 | -- | 33,591 | -- | 33,591 | |||||||||||||||||||||||
Goss | 9/19/13 | 9/19/16 | 20,000 | 12 | % | 20,000 | ||||||||||||||||||||||
Kinney2 | 11/1/13 | 10/31/14 | 50,000 | 12 | % | 50,000 | ||||||||||||||||||||||
O'Connor | 4/1/09 | -- | 71,000 | 10 | % | 71,000 | ||||||||||||||||||||||
Hanley | 4/1/09 | -- | 79,913 | 10 | % | 79,913 | ||||||||||||||||||||||
Spiker | 12/31/10 | -- | 9,500 | 10 | % | 9,500 | ||||||||||||||||||||||
Jesse | 12/31/10 | -- | 9,760 | 10 | % | 9,760 | ||||||||||||||||||||||
Marlow | 12/31/10 | -- | 13,000 | 10 | % | 2,000 | ||||||||||||||||||||||
Goss2 | 2/28/14 | 11/28/14 | 50,000 | 10 | % | 50,000 | ||||||||||||||||||||||
Krochak | 7/25/14 | -- | 30,000 | 10 | % | 30,000 | ||||||||||||||||||||||
Krueger | 12/9/14 | 6/6/15 | 15,000 | 10 | % | 15,000 | ||||||||||||||||||||||
Total debt liabilities | 13,173,815 | |||||||||||||||||||||||||||
Less: current portion | 4,507,322 | |||||||||||||||||||||||||||
Total long term liabilities | $ | 8,666,493 | ||||||||||||||||||||||||||
As of December 31, 2014, the Company noted several vendor payables outstanding. As such the Company recognized cumulative interest accrued on its outstanding balances in the amount of $111,034 which is included in accrued liabilities. | ||||||||||||||||||||||||||||
Line of credit | ||||||||||||||||||||||||||||
The Company has a $500,000 unsecured line of credit with Zion's First National Bank. At December 31, 2014, interest was charged at LIBOR + 3.85%. The line of credit has been renewed through June 2015. The line of credit balance as of December 31, 2014 was $586,695. | ||||||||||||||||||||||||||||
Mandatorily redeemable common stock | ||||||||||||||||||||||||||||
On June 6, 2014, the Company entered into a settlement and release agreement providing for the grant of an aggregate of 53,837 shares of restricted stock in consideration for the settlement of outstanding debt due under a convertible note April 11, 2011, valued at $269,186. In connection with the agreement, the Company agreed to repurchase 20,000 shares of the shares issued for $100,000 within 30 days following the completion of a planned secondary offering. No secondary offering has been commenced as of the date of this report. The agreement further provides that if the Company does not timely purchase the shares in accordance with the agreement then if the said shares have a value of less than $100,000, the holder is entitled to additional shares to compensate up to the $100,000 in value. As such as of December 31, 2014, the Company recognized a mandatorily redeemable common stock to present the obligation of the $100,000. | ||||||||||||||||||||||||||||
Payments due by period | ||||||||||||||||||||||||||||
Less than | More than | |||||||||||||||||||||||||||
Total | 1 year | 1-3 years | 3-5 years | 5 years | ||||||||||||||||||||||||
Debt liabilities | $ | 15,515,007 | $ | 5,323,888 | $ | 8,151,211 | $ | 1,255,511 | $ | 784,397 | ||||||||||||||||||
Total contractual obligations | $ | 15,515,007 | $ | 5,323,888 | $ | 8,151,211 | $ | 1,255,511 | $ | 784,397 |
Convertible_notes
Convertible notes | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Convertible notes [Abstract] | ||||||||||||||||||
Convertible notes | NOTE 8: Convertible notes | |||||||||||||||||
As of December 31, 2014, the following convertible notes payable are outstanding: | ||||||||||||||||||
Description | Note Value | Amortized | Interest | |||||||||||||||
accrued | ||||||||||||||||||
BCF Value | BCF | |||||||||||||||||
Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. | 250,000 | 98,005 | 9,138 | 7,479 | ||||||||||||||
Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. | 245,000 | 96,045 | 8,955 | 7,330 | ||||||||||||||
Convertible note issued on October 20, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. | 45,000 | 18,019 | 1,267 | 1,065 | ||||||||||||||
Convertible note issued on December 16, 2014, at a 10% interest rate per annum for one (1) year, convertible to shares of common stock at $2.00 per share or if the Company's common stock falls below a certain price, at a discount to market price of Company common stock. | 249,500 | -- | -- | 1,233 | ||||||||||||||
Convertible note issued on December 16, 2014, at a 10% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. | 250,000 | 159,497 | 6,836 | 1,025 | ||||||||||||||
Convertible note issued on December 16, 2014, at a 8% interest rate per annum for nine (9) months, convertible to shares of common stock at discount to market price of Company common stock. | 104,000 | 71,217 | 4,093 | 342 | ||||||||||||||
Total | $ | 1,143,500 | $ | 442,783 | $ | 30,289 | $ | 18,474 | ||||||||||
On April 18, 2014, the Company repaid a convertible note entered into on September 10, 2013. The Company paid in cash a total of $5,720, which includes principle and accrued interest through April 18, 2014. | ||||||||||||||||||
On April 18, 2014, the Company repaid a convertible note entered into on September 11, 2013. The Company paid in cash a total of $2,850, which includes principle and accrued interest through April 18, 2014. | ||||||||||||||||||
On April 18, 2014, the Company repaid a convertible note entered into on September 11, 2013. The Company paid in cash a total of $2,850, which includes principle and accrued interest through April 18, 2014. | ||||||||||||||||||
On April 18, 2014, the Company repaid a convertible note entered into on September 18, 2013. The Company paid in cash a total of $1,150, which includes principle and accrued interest through April 18, 2014. | ||||||||||||||||||
On April 18, 2014, the Company repaid a convertible note entered into on September 19, 2013. The Company paid in cash a total of $2,850, which includes principle and accrued interest through April 18, 2014. | ||||||||||||||||||
On April 18, 2014, the Company repaid a convertible note entered into on November 20, 2013. The Company paid in cash a total of $13,000, which includes principle and accrued interest through April 18, 2014. | ||||||||||||||||||
On June 6, 2014, the Company entered into a settlement and release agreement providing for the grant of an aggregate of 53,837 shares of restricted stock in consideration for the settlement of outstanding debt due under a convertible note April 11, 2011 in the amount of $124,000 principal and $145,186 in accrued interest. (see Note 7: Mandatorily redeemable common stock). | ||||||||||||||||||
On October 1, 2014 and October 20, 2014, the Company issued three convertible promissory notes in the aggregate principal amount of $540,000 to a related party. Notes in the principal amount of $495,000 amend certain 30-day promissory notes previously issued and mature on September 2, 2017 while the remaining notes mature on October 20, 2017. The notes bear interest at a flat rate of 12%. The notes may be converted into shares of the Company's common stock at a discount to the market price of the Company's common stock. | ||||||||||||||||||
On December 31, 2014, a holder converted its convertible note of July 10, 2013, valued at $32,178 which includes principal and interest on the note, into 160,890 shares of common stock | ||||||||||||||||||
Operating_lease_agreement
Operating lease agreement | 12 Months Ended |
Dec. 31, 2014 | |
Operating lease agreement [Abstract] | |
Operating lease agreement | NOTE 9: Operating lease agreement |
On June 21, 2014, the Company entered into an operating lease agreement for our corporate offices located in Las Vegas, Nevada. The operating lease runs from July 1, 2014 for twelve (12) months to June 30, 2015 with a non-related third party for $750 per month with no annual increase. The Company's subsidiary JD rents its facility from a related party (see Note 10: Related party transactions). | |
Related_party_transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related party transactions [Abstract] | |
Related party transactions | NOTE 10: Related party transactions |
On February 24, 2014, the Company assumed a 6% promissory note in the principal amount of $269,587 issued to a director and a beneficial owner of 5% or more of our common stock, in connection with the acquisition of JD. As of December 31, 2014, the Company owes an additional $205,050, as expenses that were paid by the director on behalf of the Company. As of December 31, 2014, $516,308 of principal and $24,187 of interest was outstanding. | |
On February 24, 2014, the Company assumed a 7.05% promissory note in the principal amount of $510,000 issued to a beneficial owner of 5% or more of our common stock, in connection with the acquisition of JD. As of December 31, 2014, the Company owes an additional $2,895, as expenses that were paid by the shareholder on behalf of the Company. As of December 31, 2014, $512,895 of principal and $9,597 of interest was outstanding. | |
On April 2, 2014, the Company entered into a loan agreement with a director, pursuant to which the director loaned the Company $50,000. This loan has a term of one year bears interest at 10% per annum. As of December 31, 2014, $50,000 of principal and $3,729 of interest is outstanding. In connection with the loan, the Company issued to the director, 20,000 shares of its common stock. | |
On April 22, 2014, the Company entered into a loan agreement with a director pursuant to which the director loaned the Company $28,000. The loan has a term of 60 days, bears interest at 10% per annum and is currently convertible into shares of our common stock. As of December 31, 2014, $18,000 of principal and $1,723 of interest is outstanding, and is due on demand. | |
On September 5, 2014 and September 14, 2014, the Company issued two short term 30-day promissory notes in the aggregate principal amount of $450,000 to an entity controlled by a director (the “Short Term Notes”). The Short Term Notes bear interest at a flat rate of 10%. The Short Term Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In the event of default, a penalty of 4% of the principal shall be payable every thirty days that the default is not cured, up to a maximum of 12%. In addition, the Short Term Notes were also convertible into shares of common stock in the event of default. | |
On October 1, 2014 and October 20, 2014, the Company issued three convertible promissory notes in the aggregate principal amount of $540,000 to an entity controlled by a director (the “Related Convertible Notes”). Related Convertible Notes in the principal amount of $495,000 amend the Short Term Notes and mature on September 2, 2017 while the remaining Related Convertible Note matures on October 20, 2017. The Related Convertible Notes bear interest at a flat rate of 12%. The Related Convertible Notes may be converted into shares of the Company's common stock at a conversion price equal to a 30% discount on the 10 day average closing price of the common stock prior to conversion. As part of the issuance of the note, the Company agreed to enter into an employment agreement with an appointee of the holder as an executive member of management or our board of directors. The Related Convertible Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In addition, it shall constitute an event of default if the aforementioned appointee is not retained for at least six months following maturity. In the event of default, a penalty of 4% of the principal shall be payable every ten days that the default is not cured, up to a maximum of 24%. Such penalty may be convertible into the Company's shares of common stock at a conversion price equal to a 40% discount on the 10 day average closing price of the common stock prior to conversion. | |
As of December 31, 2013, the Company had $172,173 of outstanding related party debt due to former employees. The debt has been re-classified out of related party debt and into loans as of March 31, 2014, due to the fact that these former employees have not been associated with the Company for two years. | |
The Company's subsidiary JD also rents its facility; the lease is with a related party for $10,500 per month. For the year ended December 31, 2014, rent expense was $126,000. This lease is on a month-to-month basis. | |
Income_tax
Income tax | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income tax [Abstract] | ||||||||||||
Income tax | NOTE 11: Income tax | |||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period during which such rates are enacted. | ||||||||||||
The Company considers all available evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become realizable. In making such judgments, significant weight is given to evidence that can be objectively verified. Based on all available evidence, in particular our current historical cumulative losses, we recorded a valuation allowance against our U.S. net deferred tax assets. In order to fully realize the U.S. deferred tax assets, we will need to generate sufficient taxable income in future periods before the expiration of the deferred tax assets governed by the tax code. As such, the Company is reviewing its results of operations on a quarterly basis to adjust the allowances as appropriate. | ||||||||||||
At December 31, 2014 and 2013, the Company had federal and state net operating loss (“NOL”) carry-forwards of approximately $18,987,100 and $7,313,000, respectively, which begin to expire in 2027. The components of net deferred tax assets, including a valuation allowance, are as follows (rounded): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013* | |||||||||||
Deferred tax asset: | ||||||||||||
Net operating loss carry forward | $ | 11,789,300 | $ | 2,559,600 | ||||||||
Stock based compensation | -- | -- | ||||||||||
11,789,300 | 2,559,600 | |||||||||||
Total deferred tax assets | 11,789,300 | 2,559,600 | ||||||||||
Less: valuation allowance | (11,789,300 | ) | (2,559,600 | ) | ||||||||
Net Deferred Tax Assets | $ | -- | $ | -- | ||||||||
* | The Company completed an analysis of ownership changes under Section 382 of the Code. The analysis brought current the correct valuation allowance and deferred tax, see paragraph concerning the Section 382 analysis below. | |||||||||||
The valuation allowance for deferred tax assets as of December 31, 2014 and 2013 was $11,789,300 and $2,559,600, respectively.Reconciliation between the statutory rate and the effective tax rate is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Federal statutory tax rate | 33% | 35% | ||||||||||
State taxes, net of federal benefit | 5% | 7% | ||||||||||
Valuation allowance | -38% | -42% | ||||||||||
Effective tax rate | 0% | 0% | ||||||||||
The Company had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. The Company has accrued interest and penalties in the amount of approximately $147,200 and $155,600 for December 31, 2014 and 2013, respectively. This interest and penalties are in relation to payroll tax remittances that, due to cash constraints, the Company was unable to make prior to 2011, and past payroll tax IRS audit findings for the Company's dormant subsidiaries. In addition, the Company's subsidiary JD has a payroll tax payable for the fourth quarter 2014. The Company is currently working to cure these obligations. | ||||||||||||
The Company files income tax returns in the United States federal jurisdiction and certain state jurisdictions. With a few exceptions, the Company is no longer subject to U.S. federal or state income tax examination by tax authorities on tax returns filed before December 31, 2007. The U.S. federal returns are considered open tax years for years 2008 - 2014. There are currently no corporate tax filings under examination by IRS tax authorities and the Company intends to file its 2014 tax return before the extension deadline in 2015. | ||||||||||||
Under Section 382 of the Internal Revenue Code, substantial changes in ownership may limit the amount of NOL's that can be utilized annually in the future to offset taxable income, if any. Specifically, this limitation may arise in the event of a cumulative change in ownership of more than 50% within a three-year period as determined under the Code. Any such annual limitation may significantly reduce the utilization of these NOL's before they expire. The Company's ability to utilize federal NOL's created prior to the merger with JD is significantly limited. The Company completed an analysis of ownership changes under Section 382 of the Code to determine if a change in control occurred. Based on this analysis, NAS had a change in control in 2014. Such change in control limits the usage of the net operating losses incurred prior to the date of the change in control (February 24, 2014). Until such time as the Company will be able to utilize the amount of NOL's annually in the future to offset taxable income, management has concluded it is more likely than not that we will apply a full valuation allowance relating to this component of our consolidated tax analysis for the current fiscal year December 31, 2014, and future fiscal periods, subject to annual assessment. | ||||||||||||
Fair_Value
Fair Value | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Fair Value [Abstract] | ||||||||||||||||||||
Fair Value | NOTE 12: Fair Value | |||||||||||||||||||
In accordance with authoritative guidance, the table below sets forth the Company's financial assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | ||||||||||||||||||||
Fair value at December 31, 2014 | ||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Assets: | ||||||||||||||||||||
Fair market value of JD's net identifiable assets acquired (see Note 14: Acquisitions) | $ | 2,033,071 | $ | -- | $ | -- | $ | 2,033,071 | ||||||||||||
Total | $ | 2,033,071 | $ | -- | $ | -- | $ | 2,033,071 | ||||||||||||
Liabilities, and stockholder's deficit: | ||||||||||||||||||||
Convertible debt, net of beneficial conversion feature | $ | 442,783 | $ | 442,783 | $ | -- | $ | -- | ||||||||||||
Total | $ | 442,783 | $ | 442,783 | $ | -- | $ | -- | ||||||||||||
Fair value at December 31, 2013 | ||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Assets: | ||||||||||||||||||||
Total | $ | -- | $ | -- | $ | -- | $ | -- | ||||||||||||
Liabilities, and stockholder's deficit: | ||||||||||||||||||||
Convertible debt, net of beneficial conversion feature | $ | 173,580 | $ | 173,580 | $ | -- | $ | -- | ||||||||||||
Total | $ | 173,580 | $ | 173,580 | $ | -- | $ | -- |
Stockholders_deficit
Stockholders' deficit | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Stockholders' deficit [Abstract] | |||||||||
Stockholders' deficit | NOTE 13: Stockholders' deficit | ||||||||
Preferred Stock | |||||||||
On September 11, 2014, the Company amended its Certificate of Incorporation to implement an authorization of 10,000,000 shares of preferred stock with a par value of $0.001, the designations, rights and preferences of which is to be determined by the Board of Directors. | |||||||||
Common Stock | |||||||||
On March 20, 2014, the Company issued an aggregate of 50,000 shares of restricted common stock to a director for board service with the grant date of November 5, 2013, valued at $31,000. | |||||||||
On March 26, 2014, the Company issued 590,000 shares of restricted common stock in consideration for the amended purchase and sale agreement dated March 21, 2014 (see Note 14: Acquisitions). | |||||||||
On April 1, 2014, the Company issued an aggregate of 20,000 shares of restricted common stock for service agreements, valued at $160,000. | |||||||||
On April 1, 2014, the Company issued 699 shares of its restricted common stock from the stock payable granted on August 15, 2013. | |||||||||
On April 3, 2014, the Company issued 20,000 shares of restricted common stock to a director for deferred financing fee on a note payable agreement dated April 2, 2014, valued at $50,000. | |||||||||
On May 20, 2014, the Company issued 5,000 shares of restricted common stock for a service agreement, valued at $41,400. | |||||||||
On June 5, 2014, the Company issued an aggregate of 105,000 shares of common stock for two service agreements dated April 11, 2014, valued at $808,500 which has been recognized as a prepaid expense. | |||||||||
On July 2, 2014, the Company issued an aggregate of 53,837 shares of restricted stock in consideration for the settlement of a convertible note dated April 11, 2011, valued at $269,186. | |||||||||
On August 15, 2013, the Company granted 17,209 shares of restricted common stock in consideration for services rendered by former employees of the Company. Based upon board meeting minutes dated October 9, 2010, the Company granted stock in lieu of cash at a value of $0.10 per share or $344,172. As of December 31, 2014, 17,209 shares have been issued. | |||||||||
On September 11, 2014, the Company amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 200 shares of common stock, and authorize 75,000,000 of common stock. This amendment was approved and filed of record by the Nevada Secretary of State, effective September 11, 2014. FINRA approved the reverse stock split on December 11, 2014. | |||||||||
On December 11, 2014, the Company issued 12,500 shares of restricted common stock to a director for board service, valued at $24,750, or $1.98 per share, based on the share price date of December 1, 2014. | |||||||||
On December 11, 2014, the Company issued 35,000 shares of restricted common stock to a director for board service, valued at $69,510, or $1.98 per share, based on the share price date of December 1, 2014. | |||||||||
On December 11, 2014, the Company issued 25,000 shares of restricted common stock to a consultant as compensation for services, valued at $125,000, or $5.00 per share, based on the share price date of September 11, 2014. | |||||||||
On December 11, 2014, the Company issued 3,192 shares of restricted common stock pursuant to a convertible note as conversion of accrued interest, valued at $17,940, or $5.62 per share, based on the share price date of August 12, 2014. | |||||||||
On December 31, 2014, the Company amended its employment contract with an executive officer of the Company. Per the agreement the Company granted 110,000 shares at a value of $0.01 per share or $1,100. | |||||||||
On December 31, 2014, a holder of convertible note converted 160,890 shares as a part of conversion of debt. The shares were valued based on the conversion price of $0.20 or $32,178 total value consideration of both principle and interest. | |||||||||
As of December 31, 2014, the Company has in reserve 760,000 shares based on the JD purchase and sale agreement (see Note 14: Acquisitions). The Company has also reserved 2,360,000 shares based on convertible note agreements (see Note 8: Convertible notes). The Company has decided to disclose reserved shares only in the stockholders' deficit footnote and not on the face of the balance sheet. This results in the netting of the reserved shares to zero in the common stock account. | |||||||||
Warrants/Options | |||||||||
The fair value of each award discussed below is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from the Company's traded common stock. The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bond rate in effect at the time of the grant for bonds with maturity dates at the estimated term of the options. | |||||||||
11-Apr-14 | |||||||||
Expected volatility | 294.42% | ||||||||
Weighted-average volatility | 294.42% | ||||||||
Expected dividends | 0 | ||||||||
Expected term (in years) | 0.5 | ||||||||
Risk-free rate | 0.06% | ||||||||
Non vested warrants | Warrants | Weighted average | |||||||
price of warrants | |||||||||
Granted, non-vested at December 31, 2014 | 140,000 | $ | 7.7 | ||||||
Total granted, non-vested at December 31, 2014 | 140,000 | $ | 7.7 | ||||||
On April 11, 2014, the Company entered into two (2) consulting agreements containing warrants, which provided a vest date based upon the completion of milestones within the consulting agreement. Once vested, the warrants would have an execution period of 360 days from date of vest to expiration at an execution value of $0.002, and conversion of 1:1. Based on the noted Black-Scholes calculation the Company estimated the weighted average price per warrant noted in the above table. As of December 31, 2014, the milestones had not been met so the warrants had not vested. | |||||||||
31-Dec-14 | |||||||||
Expected volatility | 297.60% | ||||||||
Weighted-average volatility | 297.60% | ||||||||
Expected dividends | 0 | ||||||||
Expected term (in years) | 1.5 | ||||||||
Risk-free rate | 0.06% | ||||||||
Non vested options | Options | Weighted average | |||||||
price of Options | |||||||||
Granted, non-vested at December 31, 2014 | 35,000 | $ | 1.65 | ||||||
Total granted, non-vested at December 31, 2014 | 35,000 | $ | 1.65 | ||||||
On December 31, 2014, the Company entered into an amended employment agreement with its Chief Executive Officer providing for the grant of options to purchase 35,000 shares at an exercise price of $0.01 per share. The options have a term of 18 months (based on the terms of the agreement) and vest according to the following: one quarter vests on the first anniversary of the date of grant and the remainder vests on a quarterly basis in equal tranches over the following 18 months. Based on the noted Black-Scholes calculation the Company estimated the weighted average price per options noted in the above table. As of December 31, 2014, the options have not vested. | |||||||||
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Acquisitions [Abstract] | |||||||||||||||||||
Acquisitions | NOTE 14: Acquisitions | ||||||||||||||||||
Acquisition of JD Field Services, Inc. | |||||||||||||||||||
On February 24, 2014, the Company entered into a purchase and sale agreement with JD. This is the first of several anticipated acquisitions that NAS has as a part of its growth strategy. JD provides oilfield services to the oil and gas industry primarily focused around those activities that are related to the drilling, operation(s) and maintenance of the well-site. On March 21, 2014, the Company amended its purchase and sale agreement to JD as the original Purchase and Sale Agreement (“PSA”) left a 6 month “unwinding” provision should NAS not be able to achieve its benchmarks in uplifting and repayment of JD debt in the course of 270 days. The Company has amended this position to the following, (1) NAS shall pay or assume all outstanding debt of JD. Payment on debt held by JD where the Sellers have executed personal guarantees shall be given priority over other non-priority debts, and payments on such personally guaranteed debt will be accelerated if NAS or JD profits are sufficient to do so. (2) Each Seller of JD shall receive six percent (6%) of the outstanding common stock of NAS, constituting approximately six percent (6%) each of the total equity of NAS, but not requiring any fractional shares, or approximately two hundred and ninety five thousand (295,000) shares each. (3) NAS shall provide to JD a Power of Attorney representing voting rights and control over approximately eighteen percent (18%) of the equity interests in NAS; holding in reserve, seven hundred and sixty thousand (760,000) shares of NAS common stock to be representative of this interest. (4) NAS shall pay any broker's commission associated with the purchase of JD interests, up to five hundred thousand dollars ($500,000). The Company calculated the fair value of the business acquisition as follows: | |||||||||||||||||||
ASSETS | FEB 24, 2014 | ||||||||||||||||||
Cash | $ | 104,816 | |||||||||||||||||
Accounts receivable | 2,325,630 | ||||||||||||||||||
Prepaid expense | 152,892 | ||||||||||||||||||
Fixed Assets | 14,138,387 | ||||||||||||||||||
Intangible assets, net | 29,402 | ||||||||||||||||||
LIABILITIES | |||||||||||||||||||
A/P, accrued, loans and LOC | (14,718,056 | ) | |||||||||||||||||
Fair Market Value of Net Identifiable Assets on 2/24/2014 | $ | 2,033,071 | |||||||||||||||||
Purchase Price | |||||||||||||||||||
Less: Stock for consideration | (413,000 | ) | |||||||||||||||||
Bargain purchase option | $ | 1,620,071 | |||||||||||||||||
The following is the pro forma information that discloses the results of operations as though the business combination had been completed as of the beginning of the period being reported on. | |||||||||||||||||||
NAS | JD | Adjustments | |||||||||||||||||
(Unaudited) | DEC 31, 2014 | DEC 31, 2014 | MAR 01, 2014 | DEC 31, 2014 | |||||||||||||||
ASSETS | |||||||||||||||||||
CURRENT ASSETS | |||||||||||||||||||
Cash | $ | 30,538 | $ | 41,627 | $ | - | $ | 72,165 | |||||||||||
Accounts receivable, net | - | 1,660,227 | - | 1,660,227 | |||||||||||||||
Prepaid expenses | 918,421 | 434,612 | - | 1,353,033 | |||||||||||||||
Other assets | 610,000 | - | (550,000 | )(4) | 60,000 | ||||||||||||||
Total current assets | 1,558,959 | 2,136,466 | - | 3,145,425 | |||||||||||||||
Property, plant & equipment, net | - | 16,683,881 | - | 16,683,881 | |||||||||||||||
Security deposit | 750 | - | - | 750 | |||||||||||||||
Deferred financing fees, net | 176,636 | 12,713 | - | 189,349 | |||||||||||||||
Acquisition | 413,000 | - | (413,000 | )(1) | - | ||||||||||||||
TOTAL ASSETS | $ | 2,149,345 | $ | 18,833,060 | $ | - | $ | 20,019,405 | |||||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||||||||||||||
CURRENT LIABILITIES | |||||||||||||||||||
Accounts payables and accrued liabilities | $ | 2,856,507 | $ | 2,987,818 | $ | (550,000 | )(4) | $ | 5,294,325 | ||||||||||
Current portion of loans, capital leases and line of credit | 361,690 | 4,145,632 | - | 4,507,322 | |||||||||||||||
Convertible debt, net of beneficial conversion feature net of $309,707 | 294,292 | - | - | 294,292 | |||||||||||||||
Mandatorily redeemable contingent liability | 100,000 | - | 100,000 | ||||||||||||||||
Current portion related party payable | 68,000 | 44,536 | - | 112,536 | |||||||||||||||
Total current liabilities | 3,680,489 | 7,177,986 | - | 10,308,475 | |||||||||||||||
Convertible debt, net of beneficial conversion feature net of $133,076 | 406,914 | - | - | 406,914 | |||||||||||||||
Long term loans related party | - | 984,667 | - | 984,667 | |||||||||||||||
Long term loans, capital leases | 20,000 | 8,646,493 | - | 8,666,493 | |||||||||||||||
Total liabilities | 4,107,403 | 16,809,146 | - | 20,366,549 | |||||||||||||||
STOCKHOLDERS' DEFICIT | |||||||||||||||||||
Preferred stock $0.001 par value, 10,000,000 authorized, 0 issued and outstanding 2014 | - | - | - | - | |||||||||||||||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding | 4,020 | - | - | 4,020 | |||||||||||||||
Additional paid in capital | 15,398,073 | 413,000 | (413,000 | )(1) | 15,398,073 | ||||||||||||||
Stock payable | 33,278 | - | - | 33,278 | |||||||||||||||
Accumulated deficit | (17,393,429 | ) | 1,610,914 | - | (15,782,515 | ) | |||||||||||||
Total stockholders' deficit | (1,958,058 | ) | 2,023,914 | - | (347,144 | ) | |||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 2,149,345 | $ | 18,833,060 | $ | - | $ | 20,019,405 | |||||||||||
NAS | JD | Adjustments | |||||||||||||||||
31-Dec-14 | 31-Dec-14 | 1-Mar-14 | 31-Dec-14 | ||||||||||||||||
REVENUE | $ | - | $ | 17,659,460 | $ | 3,323,970 | -2 | $ | 20,983,430 | ||||||||||
Less: allowance for bad debt | - | (45,768 | ) | (45,768 | ) | ||||||||||||||
NET REVENUE | - | 17,613,692 | - | 20,937,662 | |||||||||||||||
COST OF REVENUE | - | 14,484,162 | 2,866,011 | -3 | 17,350,173 | ||||||||||||||
GROSS PROFIT | - | 3,129,530 | - | 3,587,489 | |||||||||||||||
OPERATING EXPENSES | |||||||||||||||||||
Selling, general and administrative expenses | 336,756 | 1,554,762 | 329,307 | (3)(4) | 2,220,825 | ||||||||||||||
Professional fees and related expenses | 577,481 | 35,515 | 2,570 | -3 | 615,566 | ||||||||||||||
Forgiveness of accrued officer compensation | (112,851 | ) | - | - | (112,851 | ) | |||||||||||||
TOTAL OPERATING EXPENSES | 801,386 | 1,590,277 | - | 2,723,540 | |||||||||||||||
OPERATING INCOME (LOSS) | $ | (801,386 | ) | $ | 1,539,253 | - | $ | 863,949 | |||||||||||
OTHER EXPENSE (INCOME), non-operating | |||||||||||||||||||
Other income | 24,990 | (77,169 | ) | 33,320 | -4 | (18,859 | ) | ||||||||||||
Gain on acquisition, bargain purchase of JD | - | (1,620,071 | ) | 39,208 | -3 | (1,580,863 | ) | ||||||||||||
Gain on extinguishment of debt | (10,329 | ) | - | - | (10,329 | ) | |||||||||||||
Loss on disposal of assets | - | 574,312 | - | 574,312 | |||||||||||||||
Interest expense, net | 532,760 | 1,051,268 | 131,989 | -3 | 1,716,017 | ||||||||||||||
TOTAL OTHER EXPENSE (INCOME), non-operating | 547,421 | (71,660 | ) | - | 680,278 | ||||||||||||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (1,348,807 | ) | 1,610,913 | - | 183,671 | ||||||||||||||
PROVISION FOR INCOME TAXES | - | - | - | - | |||||||||||||||
NET (LOSS) INCOME | $ | (1,348,807 | ) | $ | 1,610,913 | - | $ | 183,671 | |||||||||||
BASIC INCOME (LOSS) PER SHARE | $ | (0.36 | ) | $ | 0.05 | ||||||||||||||
DILUTED INCOME (LOSS) PER SHARE | $ | (0.25 | ) | $ | 0.03 | ||||||||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,705,626 | 3,705,626 | |||||||||||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 5,319,186 | 5,319,186 | |||||||||||||||||
-1 | Equity value for purchase of JD | ||||||||||||||||||
-2 | Revenue earned prior to purchase of JD – February 24, 2014 (eliminated in purchase based on 144R business combination regulation) | ||||||||||||||||||
-3 | Expenses incurred prior to purchase of JD – February 24, 2014 (eliminated in purchase based on 144R business combination regulation) | ||||||||||||||||||
-4 | Intercompany elimination entry | ||||||||||||||||||
The Company is finalizing this transaction including putting a final valuation on a customer list which will qualify for separate disclosure and accounting apart from goodwill. | |||||||||||||||||||
Subsequent_events
Subsequent events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent events [Abstract] | |
Subsequent events | NOTE 15: Subsequent events |
On December 31, 2014, the Company amended its employment contract with an executive officer of the Company. Per the agreement the Company granted 110,000 shares at a value of $0.01 per share or $1,100. These shares were issued on January 9, 2015. | |
On December 31, 2014, the Company granted 160,890 shares as a part of conversion of debt. The shares were valued based on the conversion price of $0.20 or $32,178 total value consideration of both principle and interest. These shares were issued on January 9, 2015. | |
On January 30, 2015, the Company issued a convertible promissory note in the principal amount of $64,000 bearing interest at the rate of 8% per annum. The note matures on November 3, 2015 and the principal and any accrued interest thereon may be prepaid, subject to certain conditions. The note may be converted into shares of the Company's common stock at a discount to the market price of the Company's common stock. | |
On January 31, 2015, the Company issued a short term convertible promissory note to a related party in the principal amount of $159,838 that matured on March 29, 2015. The note bears an interest rate of 12% per annum and may be prepaid in whole or in part, subject to certain conditions. The note may be converted into shares of the Company's commons stock at a discount to the market price of the Company's common stock. | |
On February 12, 2015, the Company issued a convertible promissory note in the principal amount of $180,000 for a purchase price of $125,000 reflecting a $50,000 OID. The note matures six-months from the date of issuance and accrues interest at 18% per annum or the maximum rate permitted by law in an event of default. The note may be converted into shares of the Company's commons stock at a discount to the market price of the Company's common stock. | |
On February 18, 2015, the Company entered into a consulting agreement. Per the terms of the agreement the Company agreed to issue 128,730 shares of the Company's common stock at a value of $0.15 or $19,308. | |
On February 20, 2015, the Company amended loans to the Company made by a related party dated April 2, 2014 and April 22, 2104, in the original principal amounts of $50,000 and $28,000, respectively such that the remaining principal was combined into one convertible debenture in the principal amount of $110,000. The debenture matures on January 30, 2020 and bears interest at the rate of 10% per annum. The debenture may be converted into shares of the Company's commons stock at a discount to the market price of the Company's common stock. | |
On February 27, 2015, the Company issued a convertible promissory note in the principal amount of $110,250 for a purchase price of $105,000 reflecting a 5% OID. The note matures one-year from the date of issuance and accrues interest at the rate of 8% per annum increasing to 12% per annum in an event of default. The note may be converted into shares of the Company's commons stock at a discount to the market price of the Company's common stock. | |
On March 2, 2015, a holder of a note converted a portion of the note. The conversion provided an issuance of 12,077 shares at a value of $0.82 or $10,000. | |
On March 11, 2015, the Company issued a convertible promissory note in the principal amount of $35,000 in exchange for a convertible promissory note issued to a related party originally issued on July 25, 2014. The note matures one-year from the date of issuance and bears “guaranteed” interest at the rate of 8%. The note may be converted into shares of the Company's commons stock at a discount to the market price of the Company's common stock. | |
On March 12, 2015, the Company issued a convertible promissory note in the principal amount of $55,000 for a purchase price of $50,000, reflecting a 10% OID. The note matures one-year from the date of issuance and bears “guaranteed” interest at the rate of 8%. The note may be converted into shares of the Company's commons stock at a discount to the market price of the Company's common stock. | |
On March 16, 2015, a holder of a note converted a portion of the note. The conversion provided an issuance of 13,889 shares at a value of $0.72 or $10,000. | |
On March 20, 2015, the Company issued a convertible promissory note in the principal amount of $35,000 to a related party bearing interest at the rate of 10% per annum. The note matures on September 30, 2015 and the principal and any accrued interest thereon may be prepaid, subject to certain conditions. The note may be converted into shares of the Company's commons stock at a discount to the market price of the Company's common stock. | |
The Company paid aggregate commissions of $64,800 to a registered broker-dealer, in connection with the issuance of convertible notes in the aggregate principal of up to $875,000. In addition, the broker-dealer is entitled to receive warrants to shares of the Company's common stock equal to 8% of the aggregate number of securities sold. | |
On March 23, 2015, a holder of a note converted principal and interest of a note. The conversion provided an issuance of 15,500 shares at a value of $1.00 or $15,500. | |
On March 27, 2015, a holder of a note converted a portion of the note. The conversion provided an issuance of 14,620 shares at a value of $0.68 or $10,000. | |
On March 31, 2015, a holder of a note converted remaining interest on a note entered into on July 25, 2014. The conversion provided an issuance of 8,750 shares at a value of $0.20 or $1,750. | |
Organization_and_basis_of_pres1
Organization and basis of presentation (Policy) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Organization and basis of presentation [Abstract] | |||||
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation | ||||
The accompanying audited consolidated financial statements of National Automation Services, a Nevada corporation (“NAS” or the “Company”), have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. All significant intercompany transactions and accounts have been eliminated in consolidation. | |||||
These financial statements have been presented in accordance with the Securities and Exchange Commission (“SEC”) rules governing a smaller reporting company for both periods of December 31, 2014 and December 31, 2013. | |||||
Business Overview | |||||
Business Overview | |||||
NAS is a public holding company that holds subsidiaries which provide services for the domestic oil and gas industry. Our business plan takes action with expansion through carefully selected acquisitions. Our services are needed by a wide variety of oil and natural gas industry providers in both private and public sectors. Our focus is to increase shareholder value through these carefully selected companies with NAS bringing oversight and resources to each, which will allow them to maximize profitability and growth opportunities within their markets, and expanding their customer base. This strategy will allow for rapid advancement in overall assets and revenue streams for the Company. | |||||
On February 24, 2014, the Company entered into a purchase and sale agreement with JD Field Services (“JD”). This is the first of several anticipated acquisitions that NAS has as a part of its growth strategy. JD provides oilfield services to the oil and gas industry primarily focused around those activities that are related to the drilling, operation(s) and maintenance of the well-site. They are licensed in all states west of the Mississippi River including Alaska to do trucking, but are focused primarily in the Rocky Mountain Region. Oilfield services provided include heavy haul, water haul, and rig moving services as well as equipment, supplies, and specialty long hauling services. JD also provides oil and gas equipment rental services, hot shot, roustabout services and construction site development services. JD also operates a fabrication division that builds special-order oil and gas equipment and trucks for customers. | |||||
Use of Estimates | Use of Estimates | ||||
The preparation of financial statements in conformity with 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. Actual results could differ from those estimates. | |||||
Concentrations of Credit and Business Risk | Concentrations of Credit and Business Risk | ||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions and generally limits the amount of credit exposure to the amount in excess of the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2014, the Company did not have cash in any one banking institution that exceeded this limit. | |||||
Customers | Customers | ||||
JD's customers are the major and independent oil and gas companies that are active in the geographic areas in which it operates. There were no single customers that exceeded 14% of JD's total revenues in 2014. JD's inability to continue to perform services for a number of its large existing customers, if not offset by sales to new or other existing customers could have a material adverse effect on the Company's business and operations. The following table represents JD's customers that make up 10% or more of JD's total revenue and their estimated concentrations on JD's revenues: | |||||
Customer Name | Percentage | ||||
of | |||||
Revenue | |||||
Anadarko Petroleum | 14 | % | |||
Helmerich & Payne Int'l | 13 | % | |||
New Field Production Co. | 10 | % | |||
Potential Derivative Instruments | Potential Derivative Instruments | ||||
The Company periodically assesses its financial and equity instruments to determine if they require derivative accounting. Instruments which may potentially require derivative accounting are conversion features of debt and common stock equivalents in excess of available authorized common shares. | |||||
Prepaid Expenses | Prepaid Expenses | ||||
Amounts paid in advance for a benefit not yet received. This type of expense normally includes costs paid in one fiscal year (or period) that benefits a future year (or period). | |||||
Property, Plant and Equipment | Property, Plant and Equipment | ||||
As required by the Property, Plant and Equipment Topic of the Financial Accounting Standards Board Accounting Standards Codification (“FASB” “ASC”), the Company is required to use a predetermined method in calculating depreciation expense. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally ten/fifteen years for heavy machinery, five years for vehicles, two to three years for computer software/hardware and office equipment and three to seven years for furniture, fixtures and office equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives. Upon the sale or retirement of property or equipment, the cost and related accumulated depreciation or amortization is removed from our balance sheet with the resulting gain or loss reflected in our results of operations. Maintenance costs are expensed as incurred. Due to the nature of the equipment, major repairs are capitalized as they reflect an adjustment to the overall value of the equipment and its useful life can be extended. | |||||
In evaluating the salvage value service equipment the Company uses a standard of, Machinery and Equipment - Worth approximately 10 - 30% of purchase price after 10-15 years depending on the asset. Vehicles - Worth approximately 20% of purchase price after 10-15 years depending on the asset. These salvage values are based on industry averages for the type of machinery and equipment used in oilfield services. | |||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||||
As required by the Receivables Topic of FASB ASC, the Company is required to use a predetermined method in calculating the current value for its bad debt on overall accounts receivable. | |||||
The Company estimates its accounts receivable risks to provide allowances for doubtful accounts accordingly. We believe that our credit risk for accounts receivable is limited because of the way in which we conduct business largely in the areas of contracts. Accounts receivable includes the accrual of work in process for project contracts and field service revenue. We recognize that there is a potential of not being paid in a twelve (12) month period. Our evaluation includes the length of time receivables are past due, adverse situations that may affect a contract's scope to be paid, and prevailing economic conditions. We assess each and every customer to conclude whether or not remaining balances outstanding need to be placed into allowance and then re-evaluated for write-off. We review all accounts to ensure that all efforts have been exhausted before noting that a customer will not pay for services rendered. The evaluation is inherently subjective and estimates may be revised as more information becomes available. | |||||
Sales Taxes | Sales Taxes | ||||
The Company collects sales tax. The amount received is credited to a liability account as payments are received or invoices are generated. At any point in time, this account represents the net amount owed to the taxing authority for amounts collected but not yet remitted. Sales taxes are then remitted to the appropriate taxing jurisdictions. | |||||
Income Taxes | Income Taxes | ||||
As required by the Income Tax Topic of FASB ASC, income taxes are provided for using the liability method of accounting in accordance with the new codification standards. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, and at least quarterly due to current business operations, the Company assesses the carrying value of our net deferred tax assets. | |||||
Stock Based Compensation | Stock Based Compensation | ||||
Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company determines the value of stock issued at the date of grant. The Company also determines at the date of grant the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable. | |||||
Earnings (loss) per share basic and diluted | Earnings (loss) per share basic and diluted | ||||
Earnings per share is calculated in accordance with the Earnings per Share Topic of the FASB ASC. The weighted-average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share is computed using the weighted average number of shares plus dilutive potential common shares outstanding. | |||||
Potentially dilutive common shares consist of employee stock options, warrants, and other convertible securities, and are excluded from the diluted earnings per share computation in periods where the Company has incurred net loss. During the year ended December 31, 2014, the Company incurred net income, resulting in dilutive common shares, and during the year ended December 31, 2013, the Company incurred net loss, resulting in no dilutive common shares. | |||||
Fair Value Accounting | Fair Value Accounting | ||||
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions (For additional information see Note 12: Fair value). | |||||
The three levels of the fair value hierarchy are described below: | |||||
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | |||||
Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | |||||
Revenue Recognition | Revenue Recognition | ||||
As required by the Revenue Recognition Topic of FASB ASC, the Company is required to use predetermined contract methods in determining the current value for revenue. | |||||
Service Contracts Service revenue is recognized on a completed project basis - the Company invoices the client when it has completed the services, thereby, ensuring the client is legally liable to the Company for payment of the invoice. On service contracts, revenue is not recognized until the services have been performed. | |||||
In all cases, revenue is recognized as earned by the Company. As the client becomes liable to the Company for services provided, as defined in the agreement, the client is then invoiced and revenue is accordingly recognized and recorded. The Company does not recognize or record any revenues for which it does not have a legal basis for invoicing or legally collecting. | |||||
Reverse Stock Split | Reverse Stock Split | ||||
On September 11, 2014, the Company amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 200 shares of common stock. This amendment was approved and filed on record by the Nevada Secretary of State, effective September 11, 2014. On December 11, 2014, FINRA approved the reverse stock split for the Company. All the relevant information relating to numbers of shares and per share information contained in these consolidated financial statements has been retrospectively adjusted to reflect the reverse stock split for all periods presented. | |||||
Organization_and_basis_of_pres2
Organization and basis of presentation (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Organization and basis of presentation [Abstract] | |||||
Schedule of Major Customers | Customer Name | Percentage | |||
of | |||||
Revenue | |||||
Anadarko Petroleum | 14 | % | |||
Helmerich & Payne Int'l | 13 | % | |||
New Field Production Co. | 10 | % |
Liquidity_resources_and_future1
Liquidity resources and future capital requirements (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Liquidity resources and future capital requirements [Abstract] | ||||||||||
Schedule of consolidated cash flows and total operating income | ||||||||||
DEC 31, 2014 | DEC 31, 2013 | |||||||||
Net cash provided (used) by operating activities | $ | 2,826,000 | $ | (260,200 | ) | |||||
Net cash used by investing activities | $ | 353,700 | $ | -- | ||||||
Net cash (used) provided by financing activities | $ | (3,125,300 | ) | $ | 277,200 | |||||
DEC 31, 2014 | DEC 31, 2013 | |||||||||
Total operating income (loss) | $ | 312,100 | $ | (280,596 | ) |
Accounts_receivable_net_Tables
Accounts receivable, net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounts receivable, net [Abstract] | |||||||||
Schedule of Accounts Receivable | DEC 31, | DEC 31, | |||||||
2014 | 2013 | ||||||||
Accounts receivable | $ | 1,748,898 | $ | -- | |||||
Less: allowance for doubtful accounts | (88,671 | ) | -- | ||||||
Total | $ | 1,660,227 | $ | -- |
Property_plant_equipment_net_T
Property, plant & equipment, net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, plant & equipment, net [Abstract] | |||||||||
Schedule of Property, Plant and Equipment | DEC 31, | DEC 31, | |||||||
2014 | 2013 | ||||||||
Buildings | $ | 78,927 | $ | -- | |||||
Furniture and fixtures | 46,923 | -- | |||||||
Vehicles | 4,479,273 | -- | |||||||
Machinery and equipment | 13,234,926 | -- | |||||||
Less: Accumulated depreciation | (1,156,168 | ) | -- | ||||||
Total | $ | 16,683,881 | $ | -- |
Loans_capital_lease_and_lines_1
Loans, capital lease and lines of credit (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Loans, capital lease and lines of credit [Abstract] | ||||||||||||||||||||||||||||
Schedule of Loans, Capital leases and Lines of Credit | Description | Loan date | Maturity date | Original | Interest rate | Balance as of | ||||||||||||||||||||||
amount of loan | DEC 31, 2014 | |||||||||||||||||||||||||||
Ally | 2/24/14 | 2/10/19 | $ | 43,395 | 4.01 | % | $ | 31,284 | ||||||||||||||||||||
Commercial Credit Group | 12/19/14 | 12/19/19 | 1,940,969 | 10 | % | 1,552,775 | ||||||||||||||||||||||
Cat Financial | 2/24/14 | 11/9/16 | 186,549 | 5.95 | % | 95,262 | ||||||||||||||||||||||
Equify | 4/8/14 | 5/1/19 | 1,480,412 | 7.1 | % | 1,331,116 | ||||||||||||||||||||||
Phil Timothy | 2/24/14 | 3/28/23 | 2,650,000 | 6 | % | 2,274,936 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 3/16/16 | 23,700 | 4.34 | % | 10,129 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 9/28/15 | 28,700 | 6.54 | % | 10,268 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 9/28/16 | 44,576 | 3.74 | % | 2,903 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 6/5/16 | 88,575 | 7.89 | % | 37,253 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 2/28/15 | 56,372 | 6.49 | % | 9,858 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 3/29/17 | 73,005 | 7.89 | % | 37,946 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 10/29/15 | 36,700 | 6.54 | % | 3,829 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 10/29/15 | 34,400 | 6.54 | % | 3,589 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 9/30/15 | 94,000 | 5.74 | % | 16,050 | ||||||||||||||||||||||
Ford Credit | 2/24/14 | 9/19/16 | 45,994 | 8.29 | % | 23,049 | ||||||||||||||||||||||
Ford Credit | 9/1/14 | 8/1/17 | 43,110 | 5.04 | % | 33,693 | ||||||||||||||||||||||
GE Capital | 9/1/14 | 8/1/19 | 213,600 | 6.96 | % | 202,093 | ||||||||||||||||||||||
GE Capital | 9/1/14 | 8/1/20 | 203,789 | 6.93 | % | 194,574 | ||||||||||||||||||||||
GE Capital | 9/1/14 | 8/1/16 | 48,000 | 9.11 | % | 42,669 | ||||||||||||||||||||||
GE Capital | 2/24/14 | 10/10/18 | 189,151 | 6.42 | % | 129,135 | ||||||||||||||||||||||
GE Capital | 2/24/14 | 7/1/18 | 153,944 | 7.2 | % | 100,047 | ||||||||||||||||||||||
John Deere Financial | 2/24/14 | 9/26/17 | 262,350 | 4 | % | 155,136 | ||||||||||||||||||||||
Jimmy B Trucking | 8/11/14 | 6/11/14 | 600,000 | 10 | % | 372,109 | ||||||||||||||||||||||
Mack Financial Services | 2/24/14 | 3/12/16 | 326,746 | 6 | % | 98,478 | ||||||||||||||||||||||
Mack Financial Services | 2/24/14 | 11/9/16 | 347,520 | 6 | % | 159,427 | ||||||||||||||||||||||
MACU | 2/24/14 | 10/26/18 | 41,540 | 2.99 | % | 33,069 | ||||||||||||||||||||||
Rick Gurr/Gosling Service | 8/11/14 | 6/11/14 | 210,000 | 10 | % | 130,238 | ||||||||||||||||||||||
Zion's Bank | 2/24/14 | 10/15/26 | 150,000 | 4.86 | % | 125,108 | ||||||||||||||||||||||
Zion's Bank | 2/24/14 | 10/10/16 | 101,091 | 4.57 | % | 31,998 | ||||||||||||||||||||||
Zion's Bank | 2/24/14 | 9/30/17 | 7,680,000 | 4.57 | % | 4,622,482 | ||||||||||||||||||||||
Zion's Bank – LOC | -- | -- | -- | -- | 586,695 | |||||||||||||||||||||||
H&E Equipment | 2/24/14 | 5/1/17 | 176,234 | 12 | % | 117,799 | ||||||||||||||||||||||
National Insurance | 6/1/14 | 5/31/15 | 504,555 | 6 | % | 217,128 | ||||||||||||||||||||||
South Bay Capital | 7/25/08 | -- | 10,926 | 12 | % | 10,926 | ||||||||||||||||||||||
Capital lease | 1/15/09 | -- | 33,591 | -- | 33,591 | |||||||||||||||||||||||
Goss | 9/19/13 | 9/19/16 | 20,000 | 12 | % | 20,000 | ||||||||||||||||||||||
Kinney2 | 11/1/13 | 10/31/14 | 50,000 | 12 | % | 50,000 | ||||||||||||||||||||||
O'Connor | 4/1/09 | -- | 71,000 | 10 | % | 71,000 | ||||||||||||||||||||||
Hanley | 4/1/09 | -- | 79,913 | 10 | % | 79,913 | ||||||||||||||||||||||
Spiker | 12/31/10 | -- | 9,500 | 10 | % | 9,500 | ||||||||||||||||||||||
Jesse | 12/31/10 | -- | 9,760 | 10 | % | 9,760 | ||||||||||||||||||||||
Marlow | 12/31/10 | -- | 13,000 | 10 | % | 2,000 | ||||||||||||||||||||||
Goss2 | 2/28/14 | 11/28/14 | 50,000 | 10 | % | 50,000 | ||||||||||||||||||||||
Krochak | 7/25/14 | -- | 30,000 | 10 | % | 30,000 | ||||||||||||||||||||||
Krueger | 12/9/14 | 6/6/15 | 15,000 | 10 | % | 15,000 | ||||||||||||||||||||||
Total debt liabilities | 13,173,815 | |||||||||||||||||||||||||||
Less: current portion | 4,507,322 | |||||||||||||||||||||||||||
Total long term liabilities | $ | 8,666,493 | ||||||||||||||||||||||||||
Schedule of payments due by period | Payments due by period | |||||||||||||||||||||||||||
Less than | More than | |||||||||||||||||||||||||||
Total | 1 year | 1-3 years | 3-5 years | 5 years | ||||||||||||||||||||||||
Debt liabilities | $ | 15,515,007 | $ | 5,323,888 | $ | 8,151,211 | $ | 1,255,511 | $ | 784,397 | ||||||||||||||||||
Total contractual obligations | $ | 15,515,007 | $ | 5,323,888 | $ | 8,151,211 | $ | 1,255,511 | $ | 784,397 |
Convertible_notes_Tables
Convertible notes (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Convertible notes [Abstract] | ||||||||||||||||||
Schedule of Convertible Notes | Description | Note Value | Amortized | Interest | ||||||||||||||
accrued | ||||||||||||||||||
BCF Value | BCF | |||||||||||||||||
Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. | 250,000 | 98,005 | 9,138 | 7,479 | ||||||||||||||
Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. | 245,000 | 96,045 | 8,955 | 7,330 | ||||||||||||||
Convertible note issued on October 20, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. | 45,000 | 18,019 | 1,267 | 1,065 | ||||||||||||||
Convertible note issued on December 16, 2014, at a 10% interest rate per annum for one (1) year, convertible to shares of common stock at $2.00 per share or if the Company's common stock falls below a certain price, at a discount to market price of Company common stock. | 249,500 | -- | -- | 1,233 | ||||||||||||||
Convertible note issued on December 16, 2014, at a 10% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. | 250,000 | 159,497 | 6,836 | 1,025 | ||||||||||||||
Convertible note issued on December 16, 2014, at a 8% interest rate per annum for nine (9) months, convertible to shares of common stock at discount to market price of Company common stock. | 104,000 | 71,217 | 4,093 | 342 | ||||||||||||||
Total | $ | 1,143,500 | $ | 442,783 | $ | 30,289 | $ | 18,474 |
Income_tax_Tables
Income tax (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income tax [Abstract] | ||||||||||||
Schedule of Deferred Tax Assets | Year Ended December 31, | |||||||||||
2014 | 2013* | |||||||||||
Deferred tax asset: | ||||||||||||
Net operating loss carry forward | $ | 11,789,300 | $ | 2,559,600 | ||||||||
Stock based compensation | -- | -- | ||||||||||
11,789,300 | 2,559,600 | |||||||||||
Total deferred tax assets | 11,789,300 | 2,559,600 | ||||||||||
Less: valuation allowance | (11,789,300 | ) | (2,559,600 | ) | ||||||||
Net Deferred Tax Assets | $ | -- | $ | -- | ||||||||
* | The Company completed an analysis of ownership changes under Section 382 of the Code. The analysis brought current the correct valuation allowance and deferred tax, see paragraph concerning the Section 382 analysis below. | |||||||||||
Schedule of Effective Income Tax Rate Reconciliation | Year Ended December 31, | |||||||||||
2014 | 2013 | |||||||||||
Federal statutory tax rate | 33% | 35% | ||||||||||
State taxes, net of federal benefit | 5% | 7% | ||||||||||
Valuation allowance | -38% | -42% | ||||||||||
Effective tax rate | 0% | 0% |
Fair_Value_Tables
Fair Value (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Fair Value [Abstract] | ||||||||||||||||||||
Schedule of Fair Value of Financial Assets and Liabilities | Fair value at December 31, 2014 | |||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Assets: | ||||||||||||||||||||
Fair market value of JD's net identifiable assets acquired (see Note 14: Acquisitions) | $ | 2,033,071 | $ | -- | $ | -- | $ | 2,033,071 | ||||||||||||
Total | $ | 2,033,071 | $ | -- | $ | -- | $ | 2,033,071 | ||||||||||||
Liabilities, and stockholder's deficit: | ||||||||||||||||||||
Convertible debt, net of beneficial conversion feature | $ | 442,783 | $ | 442,783 | $ | -- | $ | -- | ||||||||||||
Total | $ | 442,783 | $ | 442,783 | $ | -- | $ | -- | ||||||||||||
Fair value at December 31, 2013 | ||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Assets: | ||||||||||||||||||||
Total | $ | -- | $ | -- | $ | -- | $ | -- | ||||||||||||
Liabilities, and stockholder's deficit: | ||||||||||||||||||||
Convertible debt, net of beneficial conversion feature | $ | 173,580 | $ | 173,580 | $ | -- | $ | -- | ||||||||||||
Total | $ | 173,580 | $ | 173,580 | $ | -- | $ | -- |
Stockholders_deficit_Tables
Stockholders' deficit (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Stockholders' deficit [Abstract] | |||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 11-Apr-14 | ||||||||
Expected volatility | 294.42% | ||||||||
Weighted-average volatility | 294.42% | ||||||||
Expected dividends | 0 | ||||||||
Expected term (in years) | 0.5 | ||||||||
Risk-free rate | 0.06% | ||||||||
31-Dec-14 | |||||||||
Expected volatility | 297.60% | ||||||||
Weighted-average volatility | 297.60% | ||||||||
Expected dividends | 0 | ||||||||
Expected term (in years) | 1.5 | ||||||||
Risk-free rate | 0.06% | ||||||||
Share-based Compensation, Performance Shares Award Unvested Activity | Non vested warrants | Warrants | Weighted average | ||||||
price of warrants | |||||||||
Granted, non-vested at December 31, 2014 | 140,000 | $ | 7.7 | ||||||
Total granted, non-vested at December 31, 2014 | 140,000 | $ | 7.7 | ||||||
Non vested options | Options | Weighted average | |||||||
price of Options | |||||||||
Granted, non-vested at December 31, 2014 | 35,000 | $ | 1.65 | ||||||
Total granted, non-vested at December 31, 2014 | 35,000 | $ | 1.65 |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Acquisitions [Abstract] | |||||||||||||||||||
Schedule of Fair Value of Business Acquisition | ASSETS | FEB 24, 2014 | |||||||||||||||||
Cash | $ | 104,816 | |||||||||||||||||
Accounts receivable | 2,325,630 | ||||||||||||||||||
Prepaid expense | 152,892 | ||||||||||||||||||
Fixed Assets | 14,138,387 | ||||||||||||||||||
Intangible assets, net | 29,402 | ||||||||||||||||||
LIABILITIES | |||||||||||||||||||
A/P, accrued, loans and LOC | (14,718,056 | ) | |||||||||||||||||
Fair Market Value of Net Identifiable Assets on 2/24/2014 | $ | 2,033,071 | |||||||||||||||||
Purchase Price | |||||||||||||||||||
Less: Stock for consideration | (413,000 | ) | |||||||||||||||||
Bargain purchase option | $ | 1,620,071 | |||||||||||||||||
Condensed Balance Sheet | NAS | JD | Adjustments | ||||||||||||||||
(Unaudited) | DEC 31, 2014 | DEC 31, 2014 | MAR 01, 2014 | DEC 31, 2014 | |||||||||||||||
ASSETS | |||||||||||||||||||
CURRENT ASSETS | |||||||||||||||||||
Cash | $ | 30,538 | $ | 41,627 | $ | - | $ | 72,165 | |||||||||||
Accounts receivable, net | - | 1,660,227 | - | 1,660,227 | |||||||||||||||
Prepaid expenses | 918,421 | 434,612 | - | 1,353,033 | |||||||||||||||
Other assets | 610,000 | - | (550,000 | )(4) | 60,000 | ||||||||||||||
Total current assets | 1,558,959 | 2,136,466 | - | 3,145,425 | |||||||||||||||
Property, plant & equipment, net | - | 16,683,881 | - | 16,683,881 | |||||||||||||||
Security deposit | 750 | - | - | 750 | |||||||||||||||
Deferred financing fees, net | 176,636 | 12,713 | - | 189,349 | |||||||||||||||
Acquisition | 413,000 | - | (413,000 | )(1) | - | ||||||||||||||
TOTAL ASSETS | $ | 2,149,345 | $ | 18,833,060 | $ | - | $ | 20,019,405 | |||||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||||||||||||||
CURRENT LIABILITIES | |||||||||||||||||||
Accounts payables and accrued liabilities | $ | 2,856,507 | $ | 2,987,818 | $ | (550,000 | )(4) | $ | 5,294,325 | ||||||||||
Current portion of loans, capital leases and line of credit | 361,690 | 4,145,632 | - | 4,507,322 | |||||||||||||||
Convertible debt, net of beneficial conversion feature net of $309,707 | 294,292 | - | - | 294,292 | |||||||||||||||
Mandatorily redeemable contingent liability | 100,000 | - | 100,000 | ||||||||||||||||
Current portion related party payable | 68,000 | 44,536 | - | 112,536 | |||||||||||||||
Total current liabilities | 3,680,489 | 7,177,986 | - | 10,308,475 | |||||||||||||||
Convertible debt, net of beneficial conversion feature net of $133,076 | 406,914 | - | - | 406,914 | |||||||||||||||
Long term loans related party | - | 984,667 | - | 984,667 | |||||||||||||||
Long term loans, capital leases | 20,000 | 8,646,493 | - | 8,666,493 | |||||||||||||||
Total liabilities | 4,107,403 | 16,809,146 | - | 20,366,549 | |||||||||||||||
STOCKHOLDERS' DEFICIT | |||||||||||||||||||
Preferred stock $0.001 par value, 10,000,000 authorized, 0 issued and outstanding 2014 | - | - | - | - | |||||||||||||||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding | 4,020 | - | - | 4,020 | |||||||||||||||
Additional paid in capital | 15,398,073 | 413,000 | (413,000 | )(1) | 15,398,073 | ||||||||||||||
Stock payable | 33,278 | - | - | 33,278 | |||||||||||||||
Accumulated deficit | (17,393,429 | ) | 1,610,914 | - | (15,782,515 | ) | |||||||||||||
Total stockholders' deficit | (1,958,058 | ) | 2,023,914 | - | (347,144 | ) | |||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 2,149,345 | $ | 18,833,060 | $ | - | $ | 20,019,405 | |||||||||||
Condensed Income Statement | |||||||||||||||||||
NAS | JD | Adjustments | |||||||||||||||||
31-Dec-14 | 31-Dec-14 | 1-Mar-14 | 31-Dec-14 | ||||||||||||||||
REVENUE | $ | - | $ | 17,659,460 | $ | 3,323,970 | -2 | $ | 20,983,430 | ||||||||||
Less: allowance for bad debt | - | (45,768 | ) | (45,768 | ) | ||||||||||||||
NET REVENUE | - | 17,613,692 | - | 20,937,662 | |||||||||||||||
COST OF REVENUE | - | 14,484,162 | 2,866,011 | -3 | 17,350,173 | ||||||||||||||
GROSS PROFIT | - | 3,129,530 | - | 3,587,489 | |||||||||||||||
OPERATING EXPENSES | |||||||||||||||||||
Selling, general and administrative expenses | 336,756 | 1,554,762 | 329,307 | (3)(4) | 2,220,825 | ||||||||||||||
Professional fees and related expenses | 577,481 | 35,515 | 2,570 | -3 | 615,566 | ||||||||||||||
Forgiveness of accrued officer compensation | (112,851 | ) | - | - | (112,851 | ) | |||||||||||||
TOTAL OPERATING EXPENSES | 801,386 | 1,590,277 | - | 2,723,540 | |||||||||||||||
OPERATING INCOME (LOSS) | $ | (801,386 | ) | $ | 1,539,253 | - | $ | 863,949 | |||||||||||
OTHER EXPENSE (INCOME), non-operating | |||||||||||||||||||
Other income | 24,990 | (77,169 | ) | 33,320 | -4 | (18,859 | ) | ||||||||||||
Gain on acquisition, bargain purchase of JD | - | (1,620,071 | ) | 39,208 | -3 | (1,580,863 | ) | ||||||||||||
Gain on extinguishment of debt | (10,329 | ) | - | - | (10,329 | ) | |||||||||||||
Loss on disposal of assets | - | 574,312 | - | 574,312 | |||||||||||||||
Interest expense, net | 532,760 | 1,051,268 | 131,989 | -3 | 1,716,017 | ||||||||||||||
TOTAL OTHER EXPENSE (INCOME), non-operating | 547,421 | (71,660 | ) | - | 680,278 | ||||||||||||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (1,348,807 | ) | 1,610,913 | - | 183,671 | ||||||||||||||
PROVISION FOR INCOME TAXES | - | - | - | - | |||||||||||||||
NET (LOSS) INCOME | $ | (1,348,807 | ) | $ | 1,610,913 | - | $ | 183,671 | |||||||||||
BASIC INCOME (LOSS) PER SHARE | $ | (0.36 | ) | $ | 0.05 | ||||||||||||||
DILUTED INCOME (LOSS) PER SHARE | $ | (0.25 | ) | $ | 0.03 | ||||||||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,705,626 | 3,705,626 | |||||||||||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 5,319,186 | 5,319,186 | |||||||||||||||||
-1 | Equity value for purchase of JD | ||||||||||||||||||
-2 | Revenue earned prior to purchase of JD – February 24, 2014 (eliminated in purchase based on 144R business combination regulation) | ||||||||||||||||||
-3 | Expenses incurred prior to purchase of JD – February 24, 2014 (eliminated in purchase based on 144R business combination regulation) | ||||||||||||||||||
-4 | Intercompany elimination entry |
Organization_and_basis_of_pres3
Organization and basis of presentation (Schedule of Major Customers) (Details) (Total revenue [Member], Customer Concentration Risk [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Anadarko Petroleum [Member] | |
Concentration Risk [Line Items] | |
Percentage of Revenue | 14.00% |
Helmerich & Payne Int'l [Member] | |
Concentration Risk [Line Items] | |
Percentage of Revenue | 13.00% |
New Field Production Co. [Member] | |
Concentration Risk [Line Items] | |
Percentage of Revenue | 10.00% |
Maximum [Member] | |
Concentration Risk [Line Items] | |
Percentage of Revenue | 14.00% |
Organization_and_basis_of_pres4
Organization and basis of presentation (Details) (USD $) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
FDIC insured limit | $250,000 | |
Stock split ratio | 0.005 | 0.005 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | |
Salvage value | 10.00% | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 15 years | |
Salvage value | 30.00% | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Salvage value | 20.00% | |
Office equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Office equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture and fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture and fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Computer software/hardware [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Computer software/hardware [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years |
Liquidity_resources_and_future2
Liquidity resources and future capital requirements (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Liquidity resources and future capital requirements [Abstract] | ||||
Stock split ratio | 0.005 | 0.005 | ||
Increase in cash | $54,500 | |||
Cash | 72,165 | 17,696 | 652 | |
Increase in cash (as a percent) | 308.00% | |||
Consolidated cash flows and total operating income | ||||
Net cash provided (used) by operating activities | 2,826,035 | -260,157 | ||
Net cash provided by investing activities | 353,697 | |||
Net cash (used) provided by financing activities | -3,125,263 | 277,200 | ||
Total operating income (loss) | $312,090 | ($280,596) |
Accounts_receivable_net_Detail
Accounts receivable, net (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts receivable, net [Abstract] | ||
Accounts receivable | $1,748,898 | |
Less: allowance for doubtful accounts | -88,671 | |
Total | $1,660,227 |
Other_receivable_Details
Other receivable (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Aug. 31, 2014 | Dec. 31, 2013 | |
Other receivable [Abstract] | |||
Other receivables | $60,000 | $70,000 | |
Amount of deposit returned to Company | $10,000 |
Property_plant_equipment_net_D
Property, plant & equipment, net (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | ($1,156,168) | |
Total | 16,683,881 | |
Depreciation expense | 1,214,390 | 0 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 78,927 | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 46,923 | |
Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 4,479,273 | |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $13,234,926 |
Loans_capital_lease_and_lines_2
Loans, capital lease and lines of credit (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Total debt liabilities | $13,173,815 | |
Less: current portion | 4,507,322 | 94,517 |
Total long-term liabilities | 8,666,493 | 169,500 |
Accrued interest | 111,034 | |
Ally [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 10-Feb-19 | |
Original amount of loan | 43,395 | |
Interest rate | 4.01% | |
Total debt liabilities | 31,284 | |
Commercial Credit Group | ||
Debt Instrument [Line Items] | ||
Loan date | 19-Dec-14 | |
Maturity date | 19-Dec-19 | |
Original amount of loan | 1,940,969 | |
Interest rate | 10.00% | |
Total debt liabilities | 1,552,775 | |
Cat Financial [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 9-Nov-16 | |
Original amount of loan | 186,549 | |
Interest rate | 5.95% | |
Total debt liabilities | 95,262 | |
Equify [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 8-Apr-14 | |
Maturity date | 1-May-19 | |
Original amount of loan | 1,480,412 | |
Interest rate | 7.10% | |
Total debt liabilities | 1,331,116 | |
Phil Timothy [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 28-Mar-23 | |
Original amount of loan | 2,650,000 | |
Interest rate | 6.00% | |
Total debt liabilities | 2,274,936 | |
Ford Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 16-Mar-16 | |
Original amount of loan | 23,700 | |
Interest rate | 4.34% | |
Total debt liabilities | 10,129 | |
Ford Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 28-Sep-15 | |
Original amount of loan | 28,700 | |
Interest rate | 6.54% | |
Total debt liabilities | 10,268 | |
Ford Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 28-Sep-16 | |
Original amount of loan | 44,576 | |
Interest rate | 3.74% | |
Total debt liabilities | 2,903 | |
Ford Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 5-Jun-16 | |
Original amount of loan | 88,575 | |
Interest rate | 7.89% | |
Total debt liabilities | 37,253 | |
Ford Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 28-Feb-15 | |
Original amount of loan | 56,372 | |
Interest rate | 6.49% | |
Total debt liabilities | 9,858 | |
Ford Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 29-Mar-17 | |
Original amount of loan | 73,005 | |
Interest rate | 7.89% | |
Total debt liabilities | 37,946 | |
Ford Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 29-Oct-15 | |
Original amount of loan | 36,700 | |
Interest rate | 6.54% | |
Total debt liabilities | 3,829 | |
Ford Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 29-Oct-15 | |
Original amount of loan | 34,400 | |
Interest rate | 6.54% | |
Total debt liabilities | 3,589 | |
Ford Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 30-Sep-15 | |
Original amount of loan | 94,000 | |
Interest rate | 5.74% | |
Total debt liabilities | 16,050 | |
Ford Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 19-Sep-16 | |
Original amount of loan | 45,994 | |
Interest rate | 8.29% | |
Total debt liabilities | 23,049 | |
Ford Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 1-Sep-14 | |
Maturity date | 1-Aug-17 | |
Original amount of loan | 43,110 | |
Interest rate | 5.04% | |
Total debt liabilities | 33,693 | |
GE Capital [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 1-Sep-14 | |
Maturity date | 1-Aug-19 | |
Original amount of loan | 213,600 | |
Interest rate | 6.96% | |
Total debt liabilities | 202,093 | |
GE Capital [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 1-Sep-14 | |
Maturity date | 1-Aug-20 | |
Original amount of loan | 203,789 | |
Interest rate | 6.93% | |
Total debt liabilities | 194,574 | |
GE Capital [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 1-Sep-14 | |
Maturity date | 1-Aug-16 | |
Original amount of loan | 48,000 | |
Interest rate | 9.11% | |
Total debt liabilities | 42,669 | |
GE Capital [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 10-Oct-18 | |
Original amount of loan | 189,151 | |
Interest rate | 6.42% | |
Total debt liabilities | 129,135 | |
GE Capital [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 1-Jul-18 | |
Original amount of loan | 153,944 | |
Interest rate | 7.20% | |
Total debt liabilities | 100,047 | |
John Deere Financial [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 26-Sep-17 | |
Original amount of loan | 262,350 | |
Interest rate | 4.00% | |
Total debt liabilities | 155,136 | |
Jimmy B Trucking [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 11-Aug-14 | |
Maturity date | 11-Jun-14 | |
Original amount of loan | 600,000 | |
Interest rate | 10.00% | |
Total debt liabilities | 372,109 | |
Mack Financial Services [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 12-Mar-16 | |
Original amount of loan | 326,746 | |
Interest rate | 6.00% | |
Total debt liabilities | 98,478 | |
Mack Financial Services [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 9-Nov-16 | |
Original amount of loan | 347,520 | |
Interest rate | 6.00% | |
Total debt liabilities | 159,427 | |
MACU [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 26-Oct-18 | |
Original amount of loan | 41,540 | |
Interest rate | 2.99% | |
Total debt liabilities | 33,069 | |
Rick Gurr/Gosling Service [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 11-Aug-14 | |
Maturity date | 11-Jun-14 | |
Original amount of loan | 210,000 | |
Interest rate | 10.00% | |
Total debt liabilities | 130,238 | |
Zion's Bank [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 15-Oct-26 | |
Original amount of loan | 150,000 | |
Interest rate | 4.86% | |
Total debt liabilities | 125,108 | |
Zion's Bank [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 10-Oct-16 | |
Original amount of loan | 101,091 | |
Interest rate | 4.57% | |
Total debt liabilities | 31,998 | |
Zion's Bank [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 30-Sep-17 | |
Original amount of loan | 7,680,000 | |
Interest rate | 4.57% | |
Total debt liabilities | 4,622,482 | |
Zion's Bank - LOC [Member] | ||
Debt Instrument [Line Items] | ||
Original amount of loan | ||
Interest rate | ||
Total debt liabilities | 586,695 | |
Unsecured line of credit | 500,000 | |
LIBOR spread | 3.85% | |
Line of credit balance | 586,695 | |
H&E Equipment | ||
Debt Instrument [Line Items] | ||
Loan date | 24-Feb-14 | |
Maturity date | 1-May-17 | |
Original amount of loan | 176,234 | |
Interest rate | 12.00% | |
Total debt liabilities | 117,799 | |
National Insurance [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 1-Jun-14 | |
Maturity date | 31-May-15 | |
Original amount of loan | 504,555 | |
Interest rate | 6.00% | |
Total debt liabilities | 217,128 | |
South Bay Capital [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 25-Jul-08 | |
Original amount of loan | 10,926 | |
Interest rate | 12.00% | |
Total debt liabilities | 10,926 | |
Capital lease [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 15-Jan-09 | |
Original amount of loan | 33,591 | |
Interest rate | ||
Total debt liabilities | 33,591 | |
Goss [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 19-Sep-13 | |
Maturity date | 19-Sep-16 | |
Original amount of loan | 20,000 | |
Interest rate | 12.00% | |
Total debt liabilities | 20,000 | |
Kinney2 [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 1-Nov-13 | |
Maturity date | 31-Oct-14 | |
Original amount of loan | 50,000 | |
Interest rate | 12.00% | |
Total debt liabilities | 50,000 | |
O'Connor [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 1-Apr-09 | |
Original amount of loan | 71,000 | |
Interest rate | 10.00% | |
Total debt liabilities | 71,000 | |
Hanley [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 1-Apr-09 | |
Original amount of loan | 79,913 | |
Interest rate | 10.00% | |
Total debt liabilities | 79,913 | |
Spiker [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 31-Dec-10 | |
Original amount of loan | 9,500 | |
Interest rate | 10.00% | |
Total debt liabilities | 9,500 | |
Jesse [member] | ||
Debt Instrument [Line Items] | ||
Loan date | 31-Dec-10 | |
Original amount of loan | 9,760 | |
Interest rate | 10.00% | |
Total debt liabilities | 9,760 | |
Marlow [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 31-Dec-10 | |
Original amount of loan | 13,000 | |
Interest rate | 10.00% | |
Total debt liabilities | 2,000 | |
Goss2 [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 28-Feb-14 | |
Maturity date | 28-Nov-14 | |
Original amount of loan | 50,000 | |
Interest rate | 10.00% | |
Total debt liabilities | 50,000 | |
Krochak [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | 25-Jul-14 | |
Original amount of loan | 30,000 | |
Interest rate | 10.00% | |
Total debt liabilities | 30,000 | |
Krueger | ||
Debt Instrument [Line Items] | ||
Loan date | 9-Dec-14 | |
Maturity date | 6-Jun-15 | |
Original amount of loan | 15,000 | |
Interest rate | 10.00% | |
Total debt liabilities | $15,000 |
Loans_capital_lease_and_lines_3
Loans, capital lease and lines of credit (Details 2) (USD $) | 0 Months Ended | 1 Months Ended | ||
Aug. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Mandatorily redeemable common stock [line items] | ||||
Mandatorily redeemable contingent liability | $100,000 | |||
Restricted Common Stock [Member] | ||||
Mandatorily redeemable common stock [line items] | ||||
Restricted common stock granted but unissued, shares | 17,209 | |||
Restricted common stock granted but unissued | 344,172 | |||
Restricted Common Stock [Member] | Convertible Note Issued May 24, 2011 [Member] | ||||
Mandatorily redeemable common stock [line items] | ||||
Restricted common stock granted but unissued, shares | 53,837 | |||
Restricted common stock granted but unissued | 269,186 | |||
Number of shares repurchased | 20,000 | |||
Value of shares repurchased | 100,000 | |||
Threshold value of shares, the note holder is entitled to additional shares to compensate | 100,000 | |||
Value of shares that if value falls below, the note holder will be awarded additional shares to compensate | $100,000 | |||
Restricted Common Stock [Member] | Convertible Note Issued May 24, 2011 [Member] | Maximum [Member] | ||||
Mandatorily redeemable common stock [line items] | ||||
Period following the completion of planned secondary offering to repurchase shares | 30 days |
Loans_capital_lease_and_lines_4
Loans, capital lease and lines of credit (Payments due by period) (Details) (USD $) | Dec. 31, 2014 |
Debt liabilities, Payments due by period | |
Total | $15,515,007 |
Less than 1 year | 5,323,888 |
1-3 years | 8,151,211 |
3-5 years | 1,255,511 |
More than 5 years | 784,397 |
Total contractual obligations, Payments due by period | |
Total | 15,515,007 |
Less than 1 year | 5,323,888 |
1-3 years | 8,151,211 |
3-5 years | 1,255,511 |
More than 5 years | $784,397 |
Convertible_notes_Details
Convertible notes (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 20, 2014 | Apr. 30, 2014 | Jun. 30, 2014 | |
item | |||||
Debt Instrument [Line Items] | |||||
Note Value | $1,143,500 | ||||
Beneficial conversion feature on convertible debt | 442,783 | ||||
Amortized BCF value | 30,289 | ||||
Interest accrued | 18,474 | ||||
Payments on convertible notes | 25,500 | ||||
Independent Director Four [Member] | Related Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 12.00% | ||||
Debt term | 30 days | ||||
Number of debt instruments | 3 | ||||
Principal amount of debt | 540,000 | ||||
Maturity date | 20-Oct-17 | ||||
Independent Director Four [Member] | Related Convertible Notes [Member] | September 2, 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt | 495,000 | ||||
Maturity date | 2-Sep-17 | ||||
Convertible Notes Issued October 1, 2014 - First transaction [Member] | |||||
Debt Instrument [Line Items] | |||||
Note Value | 250,000 | ||||
Beneficial conversion feature on convertible debt | 98,005 | ||||
Amortized BCF value | 9,138 | ||||
Interest accrued | 7,479 | ||||
Loan date | 1-Oct-14 | ||||
Interest rate | 12.00% | ||||
Debt term | 3 years | ||||
Convertible Notes Issued October 1, 2014 - Second transaction [Member] | |||||
Debt Instrument [Line Items] | |||||
Note Value | 245,000 | ||||
Beneficial conversion feature on convertible debt | 96,045 | ||||
Amortized BCF value | 8,955 | ||||
Interest accrued | 7,330 | ||||
Loan date | 1-Oct-14 | ||||
Interest rate | 12.00% | ||||
Debt term | 3 years | ||||
Convertible Notes Issued October 20, 2014 [Member] | |||||
Debt Instrument [Line Items] | |||||
Note Value | 45,000 | ||||
Beneficial conversion feature on convertible debt | 18,019 | ||||
Amortized BCF value | 1,267 | ||||
Interest accrued | 1,065 | ||||
Loan date | 20-Oct-14 | ||||
Interest rate | 12.00% | ||||
Debt term | 3 years | ||||
Convertible Notes Issued December 16, 2014 - First transaction [Member] | |||||
Debt Instrument [Line Items] | |||||
Note Value | 249,500 | ||||
Beneficial conversion feature on convertible debt | |||||
Amortized BCF value | |||||
Interest accrued | 1,233 | ||||
Loan date | 16-Dec-14 | ||||
Interest rate | 10.00% | ||||
Debt term | 1 year | ||||
Conversion price per share | $2 | ||||
Convertible Notes Issued December 16, 2014 - Second transaction [Member] | |||||
Debt Instrument [Line Items] | |||||
Note Value | 250,000 | ||||
Beneficial conversion feature on convertible debt | 159,497 | ||||
Amortized BCF value | 6,836 | ||||
Interest accrued | 1,025 | ||||
Loan date | 16-Dec-14 | ||||
Interest rate | 10.00% | ||||
Debt term | 1 year | ||||
Convertible Notes Issued December 16, 2014 - Third transaction [Member] | |||||
Debt Instrument [Line Items] | |||||
Note Value | 104,000 | ||||
Beneficial conversion feature on convertible debt | 71,217 | ||||
Amortized BCF value | 4,093 | ||||
Interest accrued | 342 | ||||
Loan date | 16-Dec-14 | ||||
Interest rate | 8.00% | ||||
Debt term | 9 months | ||||
Convertible Notes Issued September 10, 2013 [Member] | |||||
Debt Instrument [Line Items] | |||||
Payments on convertible notes | 5,720 | ||||
Convertible Notes Issued September 11, 2013- First transaction [Member] | |||||
Debt Instrument [Line Items] | |||||
Payments on convertible notes | 2,850 | ||||
Convertible Notes Issued September 11, 2013- Second transaction [Member] | |||||
Debt Instrument [Line Items] | |||||
Payments on convertible notes | 2,850 | ||||
Convertible Notes Issued September 18, 2013 [Member] | |||||
Debt Instrument [Line Items] | |||||
Payments on convertible notes | 1,150 | ||||
Convertible Notes Issued September 19, 2013 [Member] | |||||
Debt Instrument [Line Items] | |||||
Payments on convertible notes | 2,850 | ||||
Convertible Notes Issued November 20, 2013 [Member] | |||||
Debt Instrument [Line Items] | |||||
Payments on convertible notes | 13,000 | ||||
Convertible Notes Issued April 11, 2011 [Member] | |||||
Debt Instrument [Line Items] | |||||
Restricted shares issued | 53,837 | ||||
Accrued interest settled by restricted stock | 145,186 | ||||
Principle settled by issuance of restricted stock | 124,000 | ||||
Convertible Notes Issued July 10, 2013 [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion price per share | $0.20 | ||||
Amount of debt converted | $32,178 | ||||
Shares issued for notes payable conversion | 160,890 |
Operating_lease_agreement_Deta
Operating lease agreement (Details) (Corporate Offices Las Vegas, Nevada [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Corporate Offices Las Vegas, Nevada [Member] | |
Operating Leased Assets [Line Items] | |
Lease inception date | 1-Jul-14 |
Lease expiration date | 30-Jun-15 |
Monthly rent expense | $750 |
Related_party_transactions_Det
Related party transactions (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Sep. 14, 2014 | Oct. 20, 2014 | Dec. 31, 2013 | |
item | item | |||
Related Party Transaction [Line Items] | ||||
Accrued interest payable | $18,474 | |||
JD Field Services, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Monthly rent expense | 10,500 | |||
Rent expense | 126,000 | |||
Independent Director One [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loan date | 22-Apr-14 | |||
Original amount of loan | 28,000 | |||
Interest rate | 10.00% | |||
Balance due to related party | 18,000 | |||
Accrued interest payable | 1,723 | |||
Independent Director One [Member] | JD Field Services, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Original amount of loan | 269,587 | |||
Independent Director Two [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loan date | 2-Apr-14 | |||
Original amount of loan | 50,000 | |||
Interest rate | 10.00% | |||
Stock issued for deferred financing fee, shares | 20,000 | |||
Balance due to related party | 50,000 | |||
Accrued interest payable | 3,729 | |||
Independent Director Two [Member] | JD Field Services, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Original amount of loan | 510,000 | |||
Independent Director Three [Member] | Short Term Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument term | 30 days | |||
Number of debt instruments | 2 | |||
Original amount of loan | 450,000 | |||
Interest rate | 10.00% | |||
Penalty as a percentage of principal amount | 4.00% | |||
Penalty payment period in event of default | 30 days | |||
Independent Director Three [Member] | Short Term Notes [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Penalty as a percentage of principal amount | 12.00% | |||
Independent Director Four [Member] | Related Convertible Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument term | 30 days | |||
Number of debt instruments | 3 | |||
Original amount of loan | 540,000 | |||
Maturity date | 20-Oct-17 | |||
Interest rate | 12.00% | |||
Penalty as a percentage of principal amount | 4.00% | |||
Percentage of discount on conversion price of original debt | 30.00% | |||
Period used to calculate average closing price of common stock | 10 days | |||
Percentage of discount on conversion price of penalty amount | 40.00% | |||
Independent Director Four [Member] | Related Convertible Notes [Member] | September 2, 2017 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Original amount of loan | 495,000 | |||
Maturity date | 2-Sep-17 | |||
Independent Director Four [Member] | Related Convertible Notes [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Penalty as a percentage of principal amount | 24.00% | |||
Director and beneficial owner of 5% or more equity [Member] | JD Field Services, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loan date | 24-Feb-14 | |||
Interest rate | 6.00% | |||
Balance due to related party | 516,308 | |||
Accrued interest payable | 24,187 | |||
Additional amount owed | 205,050 | |||
Beneficial owner of 5% or more equity [Member] | JD Field Services, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loan date | 24-Feb-14 | |||
Interest rate | 7.05% | |||
Balance due to related party | 512,895 | |||
Accrued interest payable | 9,597 | |||
Additional amount owed | 2,895 | |||
Former Employee [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable - related party | $172,173 |
Income_tax_Narrative_Details
Income tax (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income tax [Abstract] | ||
Accrual for interest and penalties | $147,200 | $155,600 |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | $18,987,100 | $7,313,000 |
Expiration of operating loss carry forward | 31-Dec-27 | |
Earliest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Open tax years | 2008 | |
Latest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Open tax years | 2014 |
Income_tax_Schedule_of_Net_Def
Income tax (Schedule of Net Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred tax asset: | |||
Net operating loss carry forward | $11,789,300 | $2,559,600 | [1] |
Stock based compensation | [1] | ||
Total deferred tax assets | 11,789,300 | 2,559,600 | [1] |
Less: valuation allowance | -11,789,300 | -2,559,600 | [1] |
Net Deferred Tax Assets | [1] | ||
[1] | The Company completed an analysis of ownership changes under Section 382 of the Code. The analysis brought current the correct valuation allowance and deferred tax, see paragraph concerning the Section 382 analysis below. |
Income_tax_Reconciliaton_of_Co
Income tax (Reconciliaton of Company's Effective Tax Rates) (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income tax [Abstract] | ||
Federal statutory tax rate | 33.00% | 35.00% |
State taxes, net of federal benefit | 5.00% | 7.00% |
Valuation allowance | -38.00% | -42.00% |
Effective tax rate | 0.00% | 0.00% |
Fair_Value_Details
Fair Value (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Assets: | ||
Fair market value of JD's net identifiable assets acquired (see Note 14: Acquisitions) | $2,033,071 | |
Total | 2,033,071 | |
Liabilities, and stockholder's deficit | ||
Convertible debt, net of beneficial conversion feature | 442,783 | 173,580 |
Total | 442,783 | 173,580 |
Level 1 [Member] | ||
Assets: | ||
Fair market value of JD's net identifiable assets acquired (see Note 14: Acquisitions) | ||
Total | ||
Liabilities, and stockholder's deficit | ||
Convertible debt, net of beneficial conversion feature | 442,783 | 173,580 |
Total | 442,783 | 173,580 |
Level 2 [Member] | ||
Assets: | ||
Fair market value of JD's net identifiable assets acquired (see Note 14: Acquisitions) | ||
Total | ||
Liabilities, and stockholder's deficit | ||
Convertible debt, net of beneficial conversion feature | ||
Total | ||
Level 3 [Member] | ||
Assets: | ||
Fair market value of JD's net identifiable assets acquired (see Note 14: Acquisitions) | 2,033,071 | |
Total | 2,033,071 | |
Liabilities, and stockholder's deficit | ||
Convertible debt, net of beneficial conversion feature | ||
Total |
Stockholders_deficit_Narrative
Stockholders' deficit (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 11, 2014 | Dec. 31, 2014 | Aug. 31, 2013 | Jun. 30, 2014 | Apr. 30, 2014 | Jul. 31, 2014 | 31-May-14 | Aug. 12, 2014 | Dec. 01, 2014 | |
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 50,000 | ||||||||||||
Stock issued for service agreements | $31,000 | $1,093,500 | $29,985 | ||||||||||
Debt amount converted into common stock | 319,512 | 138,602 | |||||||||||
Number of common shares reserved based on convertible note agreements | 2,360,000 | 2,360,000 | |||||||||||
Stock split ratio | 0.005 | 0.005 | |||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | ||||||||||
Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for the amended purchase and sale agreement, shares | 590,000 | ||||||||||||
Price per share | $5.62 | ||||||||||||
Shares issued for notes payable conversion | 3,192 | ||||||||||||
Debt amount converted into common stock | 17,940 | ||||||||||||
Consultant [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 25,000 | ||||||||||||
Stock issued for service agreements | 125,000 | ||||||||||||
Price per share | $5 | ||||||||||||
Executive officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares granted | 35,000 | 110,000 | |||||||||||
Price per share granted | $0.01 | $0.01 | |||||||||||
Value of shares granted | 1,100 | ||||||||||||
Option term | 18 months | ||||||||||||
Convertible Notes Issued July 10, 2013 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued for notes payable conversion | 160,890 | ||||||||||||
Debt amount converted into common stock | 32,178 | ||||||||||||
Conversion price per share | $0.20 | $0.20 | |||||||||||
JD Field Services, Inc. [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares of common stock held in reserve for Seller Interests | 760,000 | 760,000 | |||||||||||
Equity Issuance Transaction Four [Member] | Director | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 12,500 | ||||||||||||
Stock issued for service agreements | 24,750 | ||||||||||||
Price per share | $1.98 | ||||||||||||
Equity Issuance Transaction Five [Member] | Director | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 35,000 | ||||||||||||
Stock issued for service agreements | 69,510 | ||||||||||||
Price per share | $1.98 | ||||||||||||
Restricted Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued to director for board service, shares | 699 | ||||||||||||
Stock issued for the amended purchase and sale agreement, shares | 590,000 | ||||||||||||
Stock issued for service agreements, shares | 105,000 | ||||||||||||
Stock issued for service agreements | 808,500 | ||||||||||||
Stock issued to director for deferred financing fee, shares | 20,000 | ||||||||||||
Stock issued to director for deferred financing fee | 50,000 | ||||||||||||
Restricted common stock granted but unissued, shares | 17,209 | ||||||||||||
Shares issued, price per share | $0.10 | ||||||||||||
Restricted common stock granted but unissued | 344,172 | ||||||||||||
Unissued shares of restriced common stock granted | 17,209 | 17,209 | |||||||||||
Restricted Common Stock [Member] | Convertible Note Issued May 24, 2011 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued for notes payable conversion | 53,837 | ||||||||||||
Debt amount converted into common stock | 269,186 | ||||||||||||
Restricted common stock granted but unissued, shares | 53,837 | ||||||||||||
Restricted common stock granted but unissued | 269,186 | ||||||||||||
Restricted Common Stock [Member] | Equity Issuance Transaction One [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 20,000 | ||||||||||||
Stock issued for service agreements | 160,000 | ||||||||||||
Restricted Common Stock [Member] | Equity Issuance Transaction Two [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 5,000 | ||||||||||||
Stock issued for service agreements | $41,400 | ||||||||||||
Warrants [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Option term | 360 days | ||||||||||||
Warrant exercise price | $0.00 | ||||||||||||
Shares covered by each warrant | 1 | ||||||||||||
Valuation model | Black-Scholes |
Stockholders_deficit_Schedule_
Stockholders' deficit (Schedule of Assumptions) (Details) (Warrant [Member], USD $) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Dec. 31, 2014 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Valuation model | Black-Scholes | |
Expected volatility | 294.42% | 297.60% |
Weighted-average volatility | 294.42% | 297.60% |
Expected dividends | $0 | $0 |
Expected term | 6 months | 1 year 6 months |
Risk-free rate | 0.06% | 0.06% |
Stockholders_deficit_Schedule_1
Stockholders' deficit (Schedule of Non-Vested Warrants) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, non-vested at December 31, 2014 | 140,000 |
Granted, non-vested at December 31, 2014, weighted average price | $7.70 |
Non vested options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, non-vested at December 31, 2014 | 35,000 |
Granted, non-vested at December 31, 2014, weighted average price | $1.65 |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (JD Field Services, Inc. [Member], USD $) | 1 Months Ended | |
Feb. 28, 2014 | Dec. 31, 2014 | |
JD Field Services, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of outstanding common stock received by each seller | 6.00% | |
Percentage of seller shareholder interests owned after transaction | 6.00% | |
Shares of common stock received by each seller | 295,000 | |
Total percentage of outstanding common stock received by principals | 18.00% | |
Shares of common stock held in reserve for Seller Interests | 760,000 | |
Maximum broker's commission payable | $500,000 |
Acquisitions_Fair_Value_of_Bus
Acquisitions (Fair Value of Business Acquisition) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 24, 2014 | |
LIABILITIES | |||
Fair Market Value of Net Identifiable Assets on 2/24/2014 | $2,033,071 | ||
Purchase Price | |||
Less: Stock for consideration | -413,000 | ||
Bargain purchase option | 1,620,071 | ||
JD Field Services, Inc. [Member] | |||
ASSETS | |||
Cash | 104,816 | ||
Accounts receivable | 2,325,630 | ||
Prepaid expense | 152,892 | ||
Fixed Assets | 14,138,387 | ||
Intangible assets, net | 29,402 | ||
LIABILITIES | |||
A/P, accrued, loans and LOC | -14,718,056 | ||
Fair Market Value of Net Identifiable Assets on 2/24/2014 | 2,033,071 | ||
Purchase Price | |||
Less: Stock for consideration | -413,000 | ||
Bargain purchase option | $1,620,071 |
Acquisitions_Balance_Sheet_Det
Acquisitions (Balance Sheet) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
CURRENT ASSETS | ||||
Cash | $72,165 | $17,696 | $652 | |
Accounts receivable, net | 1,660,227 | |||
Prepaid expenses | 1,353,033 | |||
Other assets | 60,000 | |||
Total current assets | 3,145,425 | 17,696 | ||
Property, plant and equipment, net | 16,683,881 | |||
Security deposit | 750 | |||
Deferred financing fees, net | 189,349 | |||
Acquisition | ||||
TOTAL ASSETS | 20,019,405 | 17,696 | ||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | 5,294,325 | 2,452,798 | ||
Current portion of loans, capital leases and line of credit | 4,507,322 | 94,517 | ||
Convertible debt, net of beneficial conversion feature net of $309,707 | 294,292 | 173,580 | ||
Mandatorily redeemable contingent liability | 100,000 | |||
Current portion of related party payable | 112,536 | 172,173 | ||
Total current liabilities | 10,308,475 | 2,893,068 | ||
Convertible debt, net of beneficial conversion feature net of $133,076 | 406,914 | |||
Long term loans related party | 984,667 | |||
Long term loans, capital leases | 8,666,493 | 169,500 | ||
Total liabilities | 20,366,549 | 3,062,568 | ||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock $0.001 par value, 10,000,000 authorized, 0 issued and outstanding 2014 | ||||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding | 4,020 | 3,080 | ||
Additional paid in capital | 15,398,073 | 12,671,481 | ||
Stock payable | 33,278 | 375,172 | ||
Accumulated deficit | -15,782,515 | -16,094,605 | ||
Total stockholders' deficit | -347,144 | -3,044,872 | -3,538,986 | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 20,019,405 | 17,696 | ||
Adjustments [Member] | ||||
CURRENT ASSETS | ||||
Cash | ||||
Accounts receivable, net | ||||
Prepaid expenses | ||||
Other assets | -550,000 | [1] | ||
Total current assets | ||||
Property, plant and equipment, net | ||||
Security deposit | ||||
Deferred financing fees, net | ||||
Acquisition | -413,000 | [2] | ||
TOTAL ASSETS | ||||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | -550,000 | [1] | ||
Current portion of loans, capital leases and line of credit | ||||
Convertible debt, net of beneficial conversion feature net of $309,707 | ||||
Mandatorily redeemable contingent liability | ||||
Current portion of related party payable | ||||
Total current liabilities | ||||
Convertible debt, net of beneficial conversion feature net of $133,076 | ||||
Long term loans related party | ||||
Long term loans, capital leases | ||||
Total liabilities | ||||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock $0.001 par value, 10,000,000 authorized, 0 issued and outstanding 2014 | ||||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding | ||||
Additional paid in capital | -413,000 | [2] | ||
Stock payable | ||||
Accumulated deficit | ||||
Total stockholders' deficit | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
NAS [Member] | ||||
CURRENT ASSETS | ||||
Cash | 30,538 | |||
Accounts receivable, net | ||||
Prepaid expenses | 918,421 | |||
Other assets | 610,000 | |||
Total current assets | 1,558,959 | |||
Property, plant and equipment, net | ||||
Security deposit | 750 | |||
Deferred financing fees, net | 176,636 | |||
Acquisition | 413,000 | |||
TOTAL ASSETS | 2,149,345 | |||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | 2,856,507 | |||
Current portion of loans, capital leases and line of credit | 361,690 | |||
Convertible debt, net of beneficial conversion feature net of $309,707 | 294,292 | |||
Mandatorily redeemable contingent liability | 100,000 | |||
Current portion of related party payable | 68,000 | |||
Total current liabilities | 3,680,489 | |||
Convertible debt, net of beneficial conversion feature net of $133,076 | 406,914 | |||
Long term loans related party | ||||
Long term loans, capital leases | 20,000 | |||
Total liabilities | 4,107,403 | |||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock $0.001 par value, 10,000,000 authorized, 0 issued and outstanding 2014 | ||||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding | 4,020 | |||
Additional paid in capital | 15,398,073 | |||
Stock payable | 33,278 | |||
Accumulated deficit | -17,393,429 | |||
Total stockholders' deficit | -1,958,058 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,149,345 | |||
JD [Member] | ||||
CURRENT ASSETS | ||||
Cash | 41,627 | |||
Accounts receivable, net | 1,660,227 | |||
Prepaid expenses | 434,612 | |||
Other assets | ||||
Total current assets | 2,136,466 | |||
Property, plant and equipment, net | 16,683,881 | |||
Security deposit | ||||
Deferred financing fees, net | 12,713 | |||
Acquisition | ||||
TOTAL ASSETS | 18,833,060 | |||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | 2,987,818 | |||
Current portion of loans, capital leases and line of credit | 4,145,632 | |||
Convertible debt, net of beneficial conversion feature net of $309,707 | ||||
Current portion of related party payable | 44,536 | |||
Total current liabilities | 7,177,986 | |||
Convertible debt, net of beneficial conversion feature net of $133,076 | ||||
Long term loans related party | 984,667 | |||
Long term loans, capital leases | 8,646,493 | |||
Total liabilities | 16,809,146 | |||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock $0.001 par value, 10,000,000 authorized, 0 issued and outstanding 2014 | ||||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding | ||||
Additional paid in capital | 413,000 | |||
Stock payable | ||||
Accumulated deficit | 1,610,914 | |||
Total stockholders' deficit | 2,023,914 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $18,833,060 | |||
[1] | Intercompany elimination entry | |||
[2] | Equity value for purchase of JD |
Acquisitions_Balance_Sheet_Par
Acquisitions (Balance Sheet) (Parenthetical) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Acquisitions [Abstract] | ||
Convertible debt, net of current beneficial conversion feature | $309,707 | $0 |
Common stock, shares outstanding | 4,019,738 | 3,079,936 |
Common stock, shares issued | 4,019,738 | 3,079,936 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value per share | $0.00 | $0.00 |
Convertible debt, beneficial conversion feature, non-current | $133,076 | $0 |
Acquisitions_Income_Statement_
Acquisitions (Income Statement) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Condensed Income Statements, Captions [Line Items] | |||
REVENUE | $17,659,460 | ||
Less: allowance for bad debt | -45,768 | ||
NET REVENUE | 17,613,692 | ||
COST OF REVENUE | 14,484,162 | ||
GROSS PROFIT | 3,129,530 | ||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 1,866,529 | 177,790 | |
Professional fees and related expenses | 612,790 | 463,626 | |
Forgiveness of accrued officer compensation | -112,645 | -435,446 | |
TOTAL OPERATING EXPENSES | 2,366,674 | 205,970 | |
OPERATING INCOME (LOSS) | 762,856 | -205,970 | |
OTHER EXPENSE (INCOME), non-operating | |||
Other income | -77,169 | ||
Gain on bargain purchase of JD Field Services | -1,620,071 | ||
Gain on debt extinguishment | -10,334 | -206,835 | |
Loss on disposal of assets | 574,312 | ||
Interest expense, net | 1,584,028 | 281,461 | |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 312,090 | -280,596 | |
PROVISION FOR INCOME TAXES | |||
NET INCOME (LOSS) | 312,090 | -280,596 | |
BASIC INCOME (LOSS) PER SHARE | $0.08 | ($0.13) | |
DILUTED INCOME (LOSS) PER SHARE | $0.06 | ($0.13) | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,705,626 | 2,160,449 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 5,319,186 | 2,160,449 | |
Adjustments [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
REVENUE | 3,323,970 | [1] | |
NET REVENUE | |||
COST OF REVENUE | 2,866,011 | [2] | |
GROSS PROFIT | |||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 329,307 | [2],[3] | |
Professional fees and related expenses | 2,570 | [2] | |
Forgiveness of accrued officer compensation | |||
TOTAL OPERATING EXPENSES | |||
OPERATING INCOME (LOSS) | |||
OTHER EXPENSE (INCOME), non-operating | |||
Other income | 33,320 | [3] | |
Gain on bargain purchase of JD Field Services | 39,208 | [2] | |
Gain on debt extinguishment | |||
Loss on disposal of assets | |||
Interest expense, net | 131,989 | [2] | |
TOTAL OTHER EXPENSE (INCOME), non-operating | |||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | |||
PROVISION FOR INCOME TAXES | |||
NET INCOME (LOSS) | |||
Pro Forma [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
REVENUE | 20,983,430 | ||
Less: allowance for bad debt | -45,768 | ||
NET REVENUE | 20,937,662 | ||
COST OF REVENUE | 17,350,173 | ||
GROSS PROFIT | 3,587,489 | ||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 2,220,825 | ||
Professional fees and related expenses | 615,566 | ||
Forgiveness of accrued officer compensation | -112,851 | ||
TOTAL OPERATING EXPENSES | 2,723,540 | ||
OPERATING INCOME (LOSS) | 863,949 | ||
OTHER EXPENSE (INCOME), non-operating | |||
Other income | -18,859 | ||
Gain on bargain purchase of JD Field Services | -1,580,863 | ||
Gain on debt extinguishment | -10,329 | ||
Loss on disposal of assets | 574,312 | ||
Interest expense, net | 1,716,017 | ||
TOTAL OTHER EXPENSE (INCOME), non-operating | 680,278 | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 183,671 | ||
PROVISION FOR INCOME TAXES | |||
NET INCOME (LOSS) | 183,671 | ||
BASIC INCOME (LOSS) PER SHARE | $0.05 | ||
DILUTED INCOME (LOSS) PER SHARE | $0.03 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,705,626 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 5,319,186 | ||
NAS [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
REVENUE | |||
Less: allowance for bad debt | |||
NET REVENUE | |||
COST OF REVENUE | |||
GROSS PROFIT | |||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 336,756 | ||
Professional fees and related expenses | 577,481 | ||
Forgiveness of accrued officer compensation | -112,851 | ||
TOTAL OPERATING EXPENSES | 801,386 | ||
OPERATING INCOME (LOSS) | -801,386 | ||
OTHER EXPENSE (INCOME), non-operating | |||
Other income | 24,990 | ||
Gain on bargain purchase of JD Field Services | |||
Gain on debt extinguishment | -10,329 | ||
Loss on disposal of assets | |||
Interest expense, net | 532,760 | ||
TOTAL OTHER EXPENSE (INCOME), non-operating | 547,421 | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | -1,348,807 | ||
PROVISION FOR INCOME TAXES | |||
NET INCOME (LOSS) | -1,348,807 | ||
BASIC INCOME (LOSS) PER SHARE | ($0.36) | ||
DILUTED INCOME (LOSS) PER SHARE | ($0.25) | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,705,626 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 5,319,186 | ||
JD [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
REVENUE | 17,659,460 | ||
Less: allowance for bad debt | -45,768 | ||
NET REVENUE | 17,613,692 | ||
COST OF REVENUE | 14,484,162 | ||
GROSS PROFIT | 3,129,530 | ||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 1,554,762 | ||
Professional fees and related expenses | 35,515 | ||
Forgiveness of accrued officer compensation | |||
TOTAL OPERATING EXPENSES | 1,590,277 | ||
OPERATING INCOME (LOSS) | 1,539,253 | ||
OTHER EXPENSE (INCOME), non-operating | |||
Other income | -77,169 | ||
Gain on bargain purchase of JD Field Services | -1,620,071 | ||
Gain on debt extinguishment | |||
Loss on disposal of assets | 574,312 | ||
Interest expense, net | 1,051,268 | ||
TOTAL OTHER EXPENSE (INCOME), non-operating | -71,660 | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 1,610,913 | ||
PROVISION FOR INCOME TAXES | |||
NET INCOME (LOSS) | $1,610,913 | ||
[1] | Revenue earned prior to purchase of JD b February 24, 2014 (eliminated in purchase based on 144R business combination regulation) | ||
[2] | Expenses incurred prior to purchase of JD b February 24, 2014 (eliminated in purchase based on 144R business combination regulation) | ||
[3] | Intercompany elimination entry |
Subsequent_events_Details
Subsequent events (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||
Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Mar. 27, 2015 | Mar. 23, 2015 | Mar. 20, 2015 | Mar. 16, 2015 | Mar. 02, 2015 | Mar. 31, 2015 | Jan. 30, 2015 | Jan. 31, 2015 | Feb. 12, 2015 | Feb. 20, 2015 | Feb. 27, 2015 | Mar. 11, 2015 | Mar. 12, 2015 | Feb. 18, 2015 | |
Subsequent Event [Line Items] | ||||||||||||||||||
Debt amount converted into common stock | $319,512 | $138,602 | ||||||||||||||||
Purchase price | 603,500 | 38,500 | ||||||||||||||||
Shares granted | 50,000 | |||||||||||||||||
Stock issued for service agreements | 31,000 | 1,093,500 | 29,985 | |||||||||||||||
Independent Director Two [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Principal amount of debt issued | 50,000 | 50,000 | ||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||
Independent Director One [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Principal amount of debt issued | 28,000 | 28,000 | ||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||
Convertible Notes Issued July 10, 2013 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued for notes payable conversion | 160,890 | |||||||||||||||||
Conversion price per share | $0.20 | $0.20 | ||||||||||||||||
Debt amount converted into common stock | 32,178 | |||||||||||||||||
Executive officer [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares granted | 35,000 | 110,000 | ||||||||||||||||
Price per share granted | $0.01 | $0.01 | ||||||||||||||||
Value of shares granted | 1,100 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued for notes payable conversion | 14,620 | 15,500 | 13,889 | 12,077 | ||||||||||||||
Conversion price per share | $0.68 | $1 | $0.72 | $0.82 | ||||||||||||||
Debt amount converted into common stock | 10,000 | 15,500 | 10,000 | 10,000 | ||||||||||||||
Aggregate commissions paid to a registered broker-dealer | 64,800 | |||||||||||||||||
Percentage of the aggregate number of securities sold which broker-dealer is entitled to receive warrants to shares of the common stock | 8.00% | |||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Principal amount of debt issued | 875,000 | |||||||||||||||||
Subsequent Event [Member] | Convertible Notes Issued July 25, 2014 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued for notes payable conversion | 8,750 | |||||||||||||||||
Conversion price per share | $0.20 | |||||||||||||||||
Debt amount converted into common stock | 1,750 | |||||||||||||||||
Subsequent Event [Member] | Convertible promissory note issued on January 30, 2015 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Principal amount of debt issued | 64,000 | |||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||
Maturity date | 3-Nov-15 | |||||||||||||||||
Subsequent Event [Member] | Short term convertible promissory note to a related party on January 31, 2015 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Principal amount of debt issued | 159,838 | |||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||
Maturity date | 29-Mar-15 | |||||||||||||||||
Subsequent Event [Member] | Convertible promissory note issued on February 12, 2015 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Principal amount of debt issued | 180,000 | |||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||
Purchase price | 125,000 | |||||||||||||||||
Debt OID | 50,000 | |||||||||||||||||
Debt term | 6 months | |||||||||||||||||
Subsequent Event [Member] | Loans amended on February 20, 2015 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Principal amount of debt issued | 110,000 | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Maturity date | 30-Jan-20 | |||||||||||||||||
Subsequent Event [Member] | Convertible promissory note issued on February 27, 2015 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Principal amount of debt issued | 110,250 | |||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||
Purchase price | 105,000 | |||||||||||||||||
Debt term | 1 year | |||||||||||||||||
Percentage of OID | 5.00% | |||||||||||||||||
Interest rate in an event of default | 12.00% | |||||||||||||||||
Subsequent Event [Member] | Convertible promissory note issued on March 11, 2015 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Principal amount of debt issued | 35,000 | |||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||
Debt term | 1 year | |||||||||||||||||
Subsequent Event [Member] | Convertible promissory note issued on March 12, 2015 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Principal amount of debt issued | 55,000 | |||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||
Purchase price | 50,000 | |||||||||||||||||
Debt term | 1 year | |||||||||||||||||
Percentage of OID | 10.00% | |||||||||||||||||
Subsequent Event [Member] | Convertible promissory note issued on March 20, 2015 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Principal amount of debt issued | 35,000 | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Maturity date | 30-Sep-15 | |||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares granted | 128,730 | |||||||||||||||||
Price per share granted | $0.15 | |||||||||||||||||
Stock issued for service agreements | $19,308 |