Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Sep. 04, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | National Energy Services, Inc. | |
Entity Central Index Key | 1,415,998 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 17,254,533 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $ 96,104 | $ 72,165 |
Accounts receivable, net | 942,650 | 1,221,671 |
Other receivable | 43,000 | 60,000 |
Prepaid expenses | 771,384 | 1,353,033 |
Total current assets | 1,853,138 | 2,706,869 |
Property, plant and equipment, net | 16,094,598 | 16,683,881 |
Intangible assets, net | 283,000 | 283,000 |
Security deposit | 750 | 750 |
Deferred financing fees, net | 145,784 | 189,349 |
TOTAL ASSETS | 18,377,270 | 19,863,849 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 4,237,992 | $ 5,294,325 |
Deferred revenue | 201,709 | |
Current portion of loans, capital leases and line of credit | 3,722,991 | $ 4,507,322 |
Current portion of convertible debt, net of discount of $293,715 and $444,644 | 870,117 | 158,737 |
Derivative liability | 1,060,961 | 1,189,718 |
Current portion of related party payable | 1,115,875 | 112,536 |
Mandatorily redeemable common stock | 100,000 | 100,000 |
Total current liabilities | 11,309,645 | 11,362,638 |
LONG TERM LIABILITIES | ||
Long term related party payable, net of discount of $102,169 and $0, net of current portion | 2,350 | 984,667 |
Convertible debt, net of discount of $113,599 and $133,205, net of current portion | 381,401 | 406,914 |
Long term loans, capital leases, net of current portion | 9,165,381 | 8,666,493 |
Total liabilities | $ 20,858,777 | $ 21,420,712 |
Commitments and contingencies | ||
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, 7,999,854 and 4,019,738 shares issued outstanding, net | $ 7,999 | $ 4,020 |
Additional paid in capital | 16,825,940 | 14,924,999 |
Stock payable | 314,126 | 33,278 |
Accumulated deficit | (19,629,572) | (16,519,160) |
Total stockholders' deficit | (2,481,507) | (1,556,863) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 18,377,270 | $ 19,863,849 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Convertible debt current, debt discount | $ 293,715 | $ 444,644 |
Related party payable net, discount | 102,169 | 0 |
Convertible debt noncurrent, debt discount | $ 113,599 | $ 133,205 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 7,999,854 | 4,019,738 |
Common stock, shares outstanding | 7,999,854 | 4,019,738 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
REVENUE | $ 2,527,474 | $ 4,416,910 | $ 7,919,707 | $ 6,421,516 |
COST OF REVENUE | 2,616,931 | 3,974,363 | 6,907,737 | 5,548,641 |
GROSS PROFIT | (89,457) | 442,547 | 1,011,970 | 872,875 |
OPERATING EXPENSES | ||||
Selling, general and administrative expenses | 662,754 | 495,166 | 852,556 | 738,317 |
Professional fees and stock based compensation | 2,191,040 | 125,657 | 2,360,016 | 147,535 |
TOTAL OPERATING EXPENSES | 2,853,794 | 620,823 | 3,212,572 | 885,852 |
OPERATING LOSS | $ (2,943,251) | $ (178,276) | $ (2,200,602) | (12,977) |
OTHER INCOME, non-operating | ||||
Gain on bargain purchase acquisition of JD | $ (1,464,515) | |||
Change in fair value of derivative liabilities | $ (777,002) | $ (1,494,377) | ||
TOTAL OTHER INCOME, non-operating | $ (777,002) | $ (1,494,377) | $ (1,464,515) | |
OTHER EXPENSE | ||||
Other expense, non-operating | $ (10,329) | (10,329) | ||
Interest expense, net | $ 1,734,474 | 288,568 | $ 2,404,187 | 413,777 |
TOTAL OTHER EXPENSE, non-operating | 1,734,474 | 278,239 | 2,404,187 | 403,448 |
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES | $ (3,900,723) | $ (456,515) | $ (3,110,412) | $ 1,048,090 |
PROVISION FOR INCOME TAXES | ||||
NET (LOSS) INCOME | $ (3,900,723) | $ (456,515) | $ (3,110,412) | $ 1,048,090 |
BASIC (LOSS) INCOME PER SHARE | $ (0.7) | $ (0.15) | $ (0.63) | $ 0.31 |
DILUTED (LOSS) INCOME PER SHARE | $ (0.7) | $ (0.15) | $ (0.63) | $ 0.24 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 5,541,568 | 3,079,936 | 4,914,601 | 3,427,285 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 5,541,568 | 3,079,936 | 4,914,601 | 4,382,631 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating Activities | ||
Net (loss) income | $ (3,110,412) | $ 1,048,090 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 766,982 | 478,339 |
Provision for doubtful accounts | 100,000 | (2,526) |
Amortization of debt discount on notes payable | 863,973 | 920 |
Stock-based compensation expense | 730,019 | $ 41,400 |
Change in fair value of derivative liabilities | (1,494,377) | |
Non-cash interest expense on issuance of derivative instruments | 987,617 | |
Stock issued to consultants | $ 336,916 | |
Forgiveness of accrued officer compensation | $ (79,195) | |
Gain on bargain purchase of JD Field Services | (1,464,515) | |
Gain on extinguishment of debt | (10,329) | |
Changes in assets | ||
Decrease accounts receivable | $ 179,021 | 866,039 |
Decrease (increase) other assets | 17,000 | (750) |
Decrease prepaid expenses | 1,377,382 | $ 159,814 |
Changes in liabilities | ||
Increase deferred revenue | 201,709 | |
(Decrease) increase accounts payable and accrued liabilities | (1,056,211) | $ 417,560 |
Cash (used in) provided by operating activities | $ (100,381) | 1,454,847 |
Investing Activities | ||
Cash retained by subsidiary | 104,816 | |
Cash paid for fixed assets | (79,230) | |
Cash provided by investing activities | $ 25,586 | |
Financing activities | ||
Proceeds from sale of stock, net of offering cost | $ 314,126 | |
Proceeds from line of credit | 4,153,743 | $ 2,683,679 |
Proceeds from related party debt | 228,672 | $ 78,000 |
Proceeds from convertible notes payable | 669,332 | |
Proceeds from notes payable | 1,130,203 | $ 150,000 |
Payments on note payable | (2,290,120) | (1,322,233) |
Payments on capital leases | $ (7,350) | (102,096) |
Payments on related party debt | (36,000) | |
Payments on line of credit | $ (4,074,286) | (2,855,192) |
Cash provided by (used in) financing activities | 124,320 | (1,403,842) |
Increase in cash | 23,939 | 76,591 |
Cash at beginning of the year | 72,165 | 17,696 |
Cash at end of the period | 96,104 | 94,287 |
SUPPLEMENTAL CASH FLOW | ||
Cash paid for interest | $ 519,006 | $ 236,632 |
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 | $ 134,770 | 1,194,870 |
Financed insurance | 668,233 | 504,555 |
Stock granted for conversion of debt | $ 667,085 | 269,197 |
Stock issued for deferred financing fees | $ 50,000 |
Organization and basis of prese
Organization and basis of presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and basis of presentation | NOTE 1: Organization and basis of presentation Basis of Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements of National Energy Services, Inc., a Nevada corporation (NES 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. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. These financial statements have been presented in accordance with the rules governing a smaller reporting company. These condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in the Companys Annual Report on Form 10-K filed with the SEC, from which the balance sheet information as of December 31, 2014 was derived, as adjusted for the Companys finalization of the JD Field Services (JD) acquisition. Management determined that under the guidance of Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 805, an adjustment to record additional purchase price allocation was necessary as a part of the acquisition of JD on February 24, 2014. The measurement period under ASC 805 allows for retrospective adjustment of the business combination for one year from the acquisition date, or when all necessary information for the adjustment is available. After the measurement period, there is no revision allowed for subsequent information that is unrelated to the facts and circumstances existing at the time of the acquisition, except for error correction. Management recognizes that it had this one year period to apply corrective changes from the bargain purchase to intangible and tangible asset value and, as such it has re-measured the intangible asset value, and recognized a gain on its bargain purchase which has been reflected in the fiscal year ended December 31, 2014, and for the six months ended June 30, 2014 (See Note 14: Acquisition Business Overview NES is a public holding company with subsidiaries which provide services for the domestic oil and gas industry. The Companys business plan takes action with expansion through carefully selected acquisitions. The Companys services are needed by a wide variety of oil and natural gas industry providers in both private and public sectors. The Companys focus is to increase shareholder value through these carefully selected companies with NES bringing oversight and resources to each, which is intended to allow them to maximize profitability and growth opportunities within their markets, and expanding their customer base. This strategy is intended to 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. This is the first of several anticipated acquisitions that NES 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. Name Change and Increase of Authorized Share Capital On July 8, 2015, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Articles of Incorporation to change its name to National Energy Services, Inc. and increase its authorized number of shares of common stock from 75,000,000 to 150,000,000. The Certificate of Amendment became effective on July 15, 2015. 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. 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 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 June 30, 2015, the Company did not have cash in any one banking institution that exceeded this limit. 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 in the amount of 42,205,251, and are excluded from the diluted earnings per share computation in periods where the Company has incurred net loss. During the six months ended June 30, 2015, the Company recorded a net loss, resulting in no dilutive common shares. JUN 30, 2015 JUN 30, 2014 Net income (loss) $ (3,110,412 ) $ 1,048,090 Basic earnings (loss) per share $ (0.63 ) $ 0.31 Diluted earnings (loss) per share $ (0.63 ) $ 0.24 Weighted average common shares outstanding basic 4,914,601 3,427,285 Weighted average common shares outstanding diluted 4,914,601 4,382,631 JUN 30, 2015 JUN 30, 2014 Weighted average common shares outstanding basic 4,914,601 3,427,285 Add: Warrant exercise 140,000 Add: Options exercise 35,000 Add: Convertible notes 780,346 Total weighted average common shares outstanding diluted 4,914,601 4,382,631 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 In all cases, revenue is recognized as earned by the Company. Revenues collected in advance of services is considered deferred revenue. 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. 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). |
Restatement of Prior Periods
Restatement of Prior Periods | 6 Months Ended |
Jun. 30, 2015 | |
Restatement Of Prior Periods | |
Restatement of Prior Periods | NOTE 2: Restatement of Prior Periods In fourth quarter 2014 and first quarter of 2015, the Company entered into a series of convertible notes with conversion discounts, beneficial conversion features and coupon rates. The Company determined that it incorrectly accounted for the conversion features of the convertible notes as beneficial conversion features and should have accounted for as derivatives in accordance with ASC Topic No. 815-15 Derivatives and Hedging; Embedded Derivatives (Topic No. 815-15). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Companys convertible notes. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company valued the embedded derivative using a binomial pricing model. The effect of the restatement on the consolidated balance sheets, the consolidated statements of income and consolidated statements of cash flows for the fiscal year ended December 31, 2014 are presented in the following tables. ASSETS As originally reported at DEC 31, 2014 Restatement and Other Adjustments As restated DEC 31, 2014 Accounts receivable 1,660,227 $ (438,556 ) (2) 1,221,671 Intangible assets, net 283,000 (2) 283,000 Other assets 18,359,178 18,359,178 TOTAL ASSETS $ 20,019,405 (155,556 ) $ 19,863,849 Derivative liability 1,189,718 (1) 1,189,718 Convertible notes, net of discount 701,206 (135,555 ) (1) 565,651 Other liabilities 19,665,343 19,665,343 TOTAL LIABILITIES $ 20,366,549 1,054,163 $ 21,420,712 STOCKHOLDERS DEFICIT Common stock 4,020 4,020 Additional paid in capital 15,398,073 (473,074 ) (1) 14,924,999 Stock payable 33,278 33,278 Accumulated deficit (15,782,515 ) (736,645 ) (1,2) (16,519,160 ) TOTAL STOCKHOLDERS DEFICIT (347,144 ) 1,209,719 (1,556,863 ) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 20,019,405 155,556 $ 19,863,849 (1) Adjustment reflects correction of an error. (2) Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS As originally reported at DEC 31, 2014 Restatement and Other Adjustments As restated DEC 31, 2014 TOTAL OPERATING INCOME $ 762,856 $ $ 762,856 OTHER (INCOME) / EXPENSE Other income (77,169 ) (77,169 ) Gain on extinguishment of debt (10,334 ) (10,334 ) Gain on bargain purchase acquisition of JD (1,620,071 ) 155,556 (2) (1,464,515 ) Interest expense, net 1,584,028 632,263 (1) 2,216,291 Change in fair value of derivative liabilities (51,172 ) (1) (51,172 ) Loss on disposal of fixed assets 574,312 574,312 TOTAL OTHER (INCOME) / EXPENSE 450,766 736,645 1,187,413 NET INCOME (LOSS) $ 312,090 $ (424,557 ) BASIC (LOSS) INCOME PER SHARE $ 0.08 $ (0.11 ) DILUTED (LOSS) INCOME PER SHARE $ 0.06 $ (0.11 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,705,626 3,705,626 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 5,319,186 3,705,626 (1) Adjustment reflects correction of an error. (2) Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS As originally reported at DEC 31, 2014 Restatement Adjustments As restated DEC 31, 2014 Net (loss) income $ 312,090 (736,645 ) (1) $ (424,557 ) Cash used by operating activities Amortization of debt discount on notes payable 612,300 (1) 612,300 Accretion of convertible notes BCF 31,209 (31,209 ) (1) Gain on bargain purchase acquisition of JD (1,620,071 ) 155,556 (2) (1,464,515 ) Depreciation and amortization 1,255,574 1,255,574 Cash provided by operating activities 2,826,035 2,826,035 Cash provided by investing activities 353,697 353,697 Cash used by financing activities (3,125,263 ) (3,125,263 ) Increase (decrease) in cash 54,469 54,469 Cash at beginning of the year 17,696 17,696 Cash at the end of the year $ 72,165 $ 72,165 (1) Adjustment reflects correction of an error. (2) Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 The effect of the restatement on the consolidated statements of operations for the quarter ended March 31, 2015 is presented in the following table: CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS As originally reported at MAR 31, 2015 Restatement and Other Adjustments As corrected MAR 31, 2015 TOTAL OPERATING INCOME $ 606,113 $ 136,536 (2) $ 742,649 OTHER (INCOME) / EXPENSE Interest expense, net 669,713 1,060,746 (1) 1,730,459 Change in fair value of derivative liabilities (717,375 ) (1) (717,375 ) Gain on bargain purchase of JD TOTAL OTHER (INCOME) / EXPENSE 669,713 479,907 1,013,084 NET INCOME $ (63,600 ) $ $ (270,435 ) BASIC (LOSS) INCOME PER SHARE $ (0.02 ) $ $ (0.07 ) DILUTED (LOSS) INCOME PER SHARE $ (0.02 ) $ $ (0.07 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,819,223 3,819,223 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,819,223 3,819,223 (1) Adjustment reflects correction of an error. (2) Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 |
Recently adopted and recently i
Recently adopted and recently issued accounting guidance | 6 Months Ended |
Jun. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently adopted and recently issued accounting guidance | NOTE 3: Recently adopted and recently issued accounting guidance Adopted In August 2014, the FASB issued ASU 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In November 2014, FASB issued ASU No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting. Topic 250, Accounting Changes and Error Corrections Issued In February 2015, FASB issued ASU No. 2015-02, Consolidation. 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. In April 2015, FASB issued ASU No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost 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 Companys present or future financial position, results of operations or cash flows. |
Liquidity resources and future
Liquidity resources and future capital requirements | 6 Months Ended |
Jun. 30, 2015 | |
Liquidity resources and future capital requirements [Abstract] | |
Liquidity resources and future capital requirements | NOTE 4: Liquidity resources and future capital requirements For the six months ended June 30, 2015, the Company had a working capital deficit of $9,456,507 and a stockholders deficit of $2,481,507, which raises substantial doubt regarding the Companys ability to continue as a going concern. Our principal liquidity requirements are to finance current operations, fund capital expenditures, including any future acquisitions, and to service our debt. Since our acquisition of JD, our principal source of liquidity has been cash generated by JDs operations. Our other sources of liquidity have been funds generated from debt and equity issuances of our securities. We believe that cash generated from these sources will be sufficient to meet our short-term working capital requirements and long-term capital expenditure requirements for at least the next twelve months from date of filing. With our acquisition of JD, our revenues increased to $7,919,707 for the six months ended June 30, 2015 from $6,421,516 during the same period in 2014. This 23% increase over our previous period is part of our overall strategy of growth through our acquisition model. To help recapitalize the Company, we are pursuing a four-step approach that we expect to continue during 2015 that includes the following: Applying to up-list to a national securities exchange; Seeking out further of acquisition candidates; Refinancing our balance sheet; Our ability to continue in our acquisition strategy and purchase established businesses with a proven track record is vital to the overall growth strategy of the Company. We continue to seek out established businesses with a proven operating track record strong financial performance, positive operating results, established or growing contract backlogs, and/or the potential for positive operating cash flow. JUN 30, 2015 JUN 30, 2014 Net cash (used in) provided by operating activities $ (100,381 ) $ 1,454,847 Net cash provided by investing activities $ $ 25,586 Net cash provided by (used in) financing activities $ 124,320 $ (1,403,842 ) Total net income (loss) $ (3,110,412 ) $ 1,048,090 In connection with the preparation of the Companys financial statements for the six months ended June 30, 2015, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Accounts Receivable, Net [Abstract] | |
Accounts receivable, net | NOTE 5: Accounts receivable, net JUN 30, 2015 DEC 31, 2014 Accounts receivable $ 1,108,797 $ 1,287,818 Less: allowance for doubtful accounts (166,147 ) (66,147 ) Total $ 942,650 $ 1,221,671 |
Property, plant & equipment, ne
Property, plant & equipment, net | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, plant & equipment, net | NOTE 6: Property, plant & equipment, net JUN 30, 2015 DEC 31, 2014 Buildings $ 78,927 $ 78,927 Furniture and fixtures 46,923 46,923 Vehicles 4,613,407 4,479,273 Machinery and equipment 13,234,926 13,234,926 17,974,183 17,840,049 Less: Accumulated depreciation (1,879,585 ) (1,156,168 ) Total $ 16,094,598 $ 16,683,881 Depreciation expense for the six months ended June 30, 2015, was $723,417 and for the six months ended June 30, 2014, was $467,521. |
Intangible assets, net
Intangible assets, net | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | NOTE 7: Intangible assets, net With the purchase of JD on February 24, 2014, the Company, under guidance of FASB ASC 805, determined that an adjustment to record additional purchase price allocation was necessary. The measurement period under ASC 805 allows for retrospective adjustment of the business combination for adjustment one year from the acquisition date, or when all necessary information for the adjustment is available. After the measurement period, there is no adjustment allowed for subsequent information that is unrelated to the facts and circumstances existing at the time of the acquisition, except for error correction. Management recognizes that it had this one year period to retrospectively adjust values from the bargain purchase to intangible and tangible asset value and, as such the Company has re-measured the intangible asset value and recognized a gain on its bargain purchase which has been reflected retrospectively as of February 24, 2014. The Company recognized additional intangible assets which contributed to the overall value of JD (See Note 14: Acquisitions JUN 30, 2015 DEC 31, 2014 Brand name $ 277,000 $ 277,000 Domain name / website 6,000 6,000 283,000 283,000 Less: Accumulated amortization Total $ 283,000 $ 283,000 NAS JUN 30, 2014 JD JUN 30, 2014 Adjustments MAR 01, 2014 JUN 30, 2014 REVENUE $ $ 6,421,516 $ 3,323,970 $ 9,745,486 COST OF REVENUE 5,579,498 2,866,011 8,445,509 GROSS PROFIT 842,018 1,299,977 OPERATING EXPENSES Selling, general and administrative expenses 111,457 675,209 362,607 1,149,273 Professional fees and related expenses 145,134 2,401 2,570 150,105 Forgiveness of accrued officer compensation (79,195 ) (79,195 ) TOTAL OPERATING EXPENSES 177,396 677,610 1,220,183 OPERATING INCOME (LOSS) $ (177,396 ) $ 164,408 $ $ 79,794 OTHER EXPENSE, non-operating Gain on acquisition, bargain purchase of JD (1,620,071 ) 39,208 (1,580,863 ) Gain on extinguishment of debt (10,329 ) (10,329 ) Interest expense, net 173,833 239,947 53,560 467,340 TOTAL OTHER EXPENSE (INCOME), non-operating 163,504 (1,380,124 ) (1,123,852 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (340,900 ) 1,544,532 1,203,646 PROVISION FOR INCOME TAXES NET (LOSS) INCOME $ (340,900 ) $ 1,544,532 $ $ 1,203,646 BASIC (LOSS) INCOME PER SHARE $ (0.10 ) $ 0.35 DILUTED (LOSS) INCOME PER SHARE $ (0.10 ) $ 0.27 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,427,285 3,427,285 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED 3,427,285 4,382,631 |
Loans, capital lease and lines
Loans, capital lease and lines of credit | 6 Months Ended |
Jun. 30, 2015 | |
Debt and Capital Lease Obligations [Abstract] | |
Loans, capital lease and lines of credit | NOTE 8: Loans, capital lease and lines of credit The following table represents the outstanding principle balance of loans, capital leases and lines of credit (LOC) and accrued interest for the Company as of June 30, 2015. Description Loan date Maturity date Original amount of loan Interest rate Balance as of JUN 30, 2015 Balance as of DEC 31, 2014 Ally 02/24/2014 02/10/2019 $ 43,395 4.01 % $ 27,802 $ 31,284 Commercial Credit Group 12/19/2014 12/19/2019 1,940,969 10.00 % 1,431,873 1,552,775 Cat Financial 02/24/2014 11/09/2016 186,549 5.95 % 71,543 95,262 Equify 04/08/2014 05/01/2019 1,480,412 7.10 % 1,200,072 1,331,116 Phil Timothy 02/24/2014 03/28/2023 2,650,000 6.00 % 2,165,299 2,274,936 Ford credit 02/24/2014 03/16/2016 23,700 4.34 % 10,129 Ford credit 02/24/2014 09/28/2015 28,700 6.54 % 10,268 Ford credit 02/24/2014 09/28/2016 44,576 3.74 % 2,903 Ford credit 02/24/2014 06/05/2016 88,575 7.89 % 37,253 Ford credit 02/24/2014 02/28/2015 56,372 6.49 % 9,858 Ford credit 02/24/2014 03/29/2017 73,005 7.89 % 37,946 Ford credit 02/24/2014 10/29/2015 36,700 6.54 % 3,829 Ford credit 02/24/2014 10/29/2015 34,400 6.54 % 3,589 Ford credit 02/24/2014 09/30/2015 94,000 5.74 % 16,050 Ford credit 02/24/2014 09/16/2016 45,994 8.29 % 23,049 Ford credit 02/24/2014 08/01/2017 43,110 5.04 % 33,693 Jimmy B Trucking 08/11/2014 06/11/2015 600,000 10.00 % 372,109 Rick Gurr/ Gosling Service 08/11/2014 06/11/2015 210,000 10.00 % 130,238 Mack Financial Services 02/24/2014 03/12/2016 326,746 6.00 % 98,478 GE Capital 09/01/2014 07/01/2019 213,600 6.96 % 182,973 202,093 GE Capital 09/01/2014 12/21/2018 203,789 6.93 % 180,307 194,574 GE Capital 09/01/2014 08/01/2016 48,000 9.11 % 27,134 42,669 GE Capital 02/24/2014 09/09/2018 189,151 6.42 % 114,050 129,135 GE Capital 02/24/2014 07/01/2018 153,944 7.20 % 87,634 100,047 John Deere Financial 02/24/2014 09/26/2017 262,350 4.00 % 129,032 155,136 Axis Capital 02/20/2015 02/20/2020 600,000 8.62 % 559,248 Utica Financial 06/25/2015 06/25/2020 840,406 840,406 Mack Financial Services 02/24/2014 11/09/2016 347,520 6.00 % 135,530 159,427 MACU 02/24/2014 10/26/2018 41,540 2.99 % 28,999 33,069 Zions Bank 02/24/2014 10/15/2026 150,000 4.86 % 121,018 125,108 Zions Bank 02/24/2014 10/10/2016 101,091 4.57 % 21,323 31,998 Zions Bank 02/24/2014 09/30/2017 7,680,000 4.57 % 4,042,056 4,622,482 Zions Bank LOC 422,302 586,621 H&E Equipment 02/24/2014 05/01/2017 176,234 12.00 % 101,616 117,799 National Insurance 06/01/2015 05/31/2016 668,233 6.0 % 668,233 217,128 Capital lease 01/15/2009 33,591 33,591 33,591 Goss 09/19/2013 09/19/2016 20,000 12.00 % 20,000 20,000 Kinney2 11/01/2013 11/01/2015 50,000 12.00 % 50,000 50,000 OConnor 04/01/2009 * 71,000 10.00 % 71,000 71,000 Hanley 04/01/2009 * 79,913 10.00 % 79,913 79,913 Spiker 12/31/2010 * 9,500 10.00 % 9,500 9,500 Jesse 12/31/2010 * 9,760 10.00 % 9,760 9,760 Marlow 12/31/2010 * 13,000 10.00 % 13,000 13,000 Goss2 02/28/2014 03/09/2016 50,000 10.00 % 43,158 50,000 Krochak 07/25/2014 01/25/2015 30,000 10.00 % 30,000 Krueger 12/09/2014 06/06/2015 15,000 10.00 % 15,000 Total debt liabilities 12,888,372 13,173,815 Less: current portion (3,722,991 ) (4,507,322 ) Total long term liabilities $ 9,165,381 $ 8,666,493 * Line of credit The Company has a $500,000 unsecured line of credit with Zions First National Bank. At June 30, 2015, interest was charged at LIBOR + 3.85% (4.04%). The line of credit has been renewed through January 2016. The line of credit balance as of June 30, 2015 was $422,302. 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 June 30, 2015, the Company recognized a mandatorily redeemable common stock to reflect the fair value of the obligation of the $100,000. |
Convertible notes
Convertible notes | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible notes | NOTE 9: Convertible notes As of June 30, 2015, the following convertible notes payable are outstanding (see Note 12: Fair Value for information on debt discount Description Balance as of June 30, 2015 Balance as of December 31, 2014 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. Fixed conversion rate of $2.50 at the discretion of the note holder $ 250,000 $ 250,000 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. Fixed conversion rate of $2.50 at the discretion of the note holder 245,000 245,000 Convertible note issued on December 16, 2014, at a 12% interest rate per annum for one (1) year, convertible to shares of common stock at $2.00 per share or if the Companys common stock falls below a certain price, at a discount to market price of Company common stock. Discount on conversion at 40% at the discretion of the note holder 250,000 250,000 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. Fixed conversion rate of $2.50 at the discretion of the note holder 45,000 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. Discount on conversion at 40% at the discretion of the note holder 149,500 249,500 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. 64,000 104,000 Convertible note issued on June 30, 2015, at a 9% interest rate per annum for six (6) months, convertible to shares of common stock at discount to market price of Company common stock. 205,082 Convertible note issued on January 30, 2015, at a 8% interest rate per annum for ten (10) months, convertible to shares of common stock at discount to market price of Company common stock. . Discount on conversion at 42% at the discretion of the note holder 64,000 Convertible note issued on February 12, 2015, at a 12% interest rate per annum for six (6) months, convertible to shares of common stock at discount to market price of Company common stock. Discount on conversion at 30% at the discretion of the note holder 180,000 Convertible note issued on February 27, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. Discount on conversion at 40% at the discretion of the note holder 110,250 Convertible note issued on March 12, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. Discount on conversion at 40% at the discretion of the note holder 55,000 Convertible note issued on March 12, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. Discount on conversion at 40% at the discretion of the note holder 5,000 Convertible note issued on March 20, 2015, at a 10% interest rate per annum for six (6) months, convertible to shares of common stock at discount to market price of Company common stock. Discount on conversion at 40% at the discretion of the note holder 35,000 Convertible note issued on June 3, 2015, at a 6% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. . Discount on conversion at 42% at the discretion of the note holder 46,000 Total 1,658,832 1,143,500 Less: Debt discount (407,314 ) (577,849 ) Total Current portion convertible debt (870,117 ) (158,737 ) Total Long-term portion of convertible debt $ 381,401 $ 406,914 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 Companys common stock at a discount to the market price of the Companys 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 $55,000 Original Issue Discount (OID). The note matures six-months from the date of issuance. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys 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 24% per annum in an event of default. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys common stock. 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 an interest at the rate of 8%. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys 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 an interest at the rate of 8%. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys common stock. On March 21, 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 Companys commons stock at a discount to the market price of the Companys common stock. On June 3, 2015, the Company issued a convertible promissory note in the principal amount of $46,000 to a related party bearing interest at the rate of 6% per annum. The note matures on June 3, 2016 and the principal and any accrued interest thereon may be prepaid, subject to certain conditions. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys common stock. On June 30, 2015, the Company issued a convertible promissory note in the principal amount of $205,082. The note replaces a convertible promissory note dated January 31, 2015 in the principal amount of $159,000 that matured on March 31, 2015 and for which there were unpaid fees and interest. The note matures on January 1, 2016 subject to extension of the note at our option until June 30, 2018 provided that certain additional consideration is paid in an amount not less than 108% of the principal outstanding at the issue date. The note bears an interest rate of 9% per annum and interest is payable quarterly within five business days of the end of each quarter. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys common stock. |
Operating lease agreement
Operating lease agreement | 6 Months Ended |
Jun. 30, 2015 | |
Leases, Operating [Abstract] | |
Operating lease agreement | NOTE 10: 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 12 months to June 30, 2015 with a non-related third party for $750 per month with no annual increase. The Companys subsidiary JD rents its facility from a related party (see Note 11: Related party transactions |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related party transactions | NOTE 11: Related party transactions On February 24, 2014, the Company assumed a 6% promissory note in the principal amount of $474,667 issued to a director and a beneficial owner of 5% or more of our common stock, in connection with the acquisition of JD. In May 2015, the director added an additional $78,765. As of June 30, 2015, the Company owes an additional $54,120, as expenses that were paid by the director on behalf of the Company. As of June 30, 2015, $607,552 of principal and $40,010 of interest was outstanding. On February 24, 2014, the Company assumed a 7.05% promissory note in the principal amount of $500,000 issued to a beneficial owner of 5% or more of our common stock, in connection with the acquisition of JD. As of June 30, 2015, $502,841 of principal and $9,597 of interest was outstanding. On February 27, 2015, the Company amended loans to the Company made by a related party dated April 2, 2014, and April 22, 2014, 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 note may be converted into shares of the Companys common stock at a discount to the market price of the Companys common stock. The Company incurred interest expense of $59,257 and $1,779 during the six-month periods ended June 30, 2015 and 2014, respectively, in connection with these promissory notes and convertible debenture. The Companys subsidiary JD also rents its facility; the lease is with a related party for $10,500 per month. For the six months ended June 30, 2015, rent expense was $63,000. This lease is on a month-to-month basis. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value | NOTE 12: Fair Value In accordance with authoritative guidance, the table below sets forth the Companys 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. The Companys financial liabilities that were subject to fair value measurements consist of a debt conversion feature that has been recorded as a liability based on Level 3 unobservable inputs. Alternate probabilities would have resulted in increases or decreases in the fair value of the debt conversion feature liability: Fair value Measurements at June 30, 2015 Total Level 1 Level 2 Level 3 Derivative liability Debt conversion feature $ 1,060,961 $ 1,060,961 Total financial liabilities $ 1,060,961 $ $ $ 1,060,961 Fair value Measurements at December 31, 2014 Total Level 1 Level 2 Level 3 Derivative liability Debt conversion feature $ 1,189,718 $ 1,189,718 Total financial liabilities $ 1,189,718 $ $ $ 1,189,718 The table below presents a summary of changes in the Companys debt conversion feature liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months and six months ended June 30, 2015 and June 30, 2014: Three Months Ended JUNE 30, 2015 JUNE 30, 2014 Debt conversion feature: Beginning balance $ (2,011,258 ) $ Additions (160,747 ) Adjustments resulting from changes in fair value recognized in earnings 777,001 Settlement through conversion of debt 334,043 Ending balance $ (1,060,961 ) $ Six Months Ended JUNE 30, 2015 JUNE 30, 2014 Debt conversion feature: Beginning balance $ (1,189,718 ) $ Additions (1,727,705 ) Adjustments resulting from changes in fair value recognized in earnings 1,494,377 Settlement through conversion of debt 362,085 Ending balance $ (1,060,961 ) $ The following table sets forth the Companys valuation techniques and significant unobservable inputs used to determine fair value for significant Level 3 liabilities: Fair Value Assets Liabilities Valuation Technique(s) Significant Unobservable Input Range Debt conversion feature liability JUNE 30, 2015 $ $ 1,060,961 Binomial option pricing model Expected term (years) 0.12 2.13 Volatility 303.94% December 31, 2014 $ $ 1,189,718 Binomial option pricing model Expected term (years) 0.71 2.58 Volatility 271.84% Debt conversion feature liability The fair value of the debt conversion feature liability includes the estimated timing of the events as well as the related probabilities of occurrence. The shorter/longer the period estimated to the event, the higher/lower the value of the debt conversion feature liability. The higher/lower the probability of occurrence, the higher/lower the value of the debt conversion feature liability. |
Stockholders' deficit
Stockholders' deficit | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' deficit | NOTE 13: Stockholders deficit Preferred Stock On September 11, 2014, the Company amended its Certificate of Incorporation to authorize 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. Authorized share increase On July 8, 2015, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Articles of Incorporation to increase its authorized number of shares of common stock from 75,000,000 to 150,000,000. The Certificate of Amendment became effective on July 15, 2015 Common Stock 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 $1.65 per share or $181,500. 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 February 20, 2015, the Company entered into a consulting agreement. Per the terms of the agreement the Company issued 128,720 shares of the Companys common stock at a fair value of $0.15 or $19,308. On March 2, 2015, a holder of a note converted a portion of the note. The Company issued 12,077 shares at a value of $0.82 or $10,000. On March 16, 2015, a holder of a note converted a portion of the note. The Company issued 13,889 shares at a value of $0.72 or $10,000. On March 23, 2015, a holder of a note converted principal and interest of a note. The Company issued 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 Company issued 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 Company issued 8,750 shares at a value of $0.20 or $1,750. On April 9, 2015, the Company entered into four consulting agreements. Per the terms of the agreements the Company is to issue 10,000 shares, per agreement for a total issuance of 40,000 shares of the Companys common stock at a fair value of $0.85 or $34,000. On April 15, 2015, a holder of a note converted a portion of the note. The Company issued 33,333 shares at a value of $0.45 or $15,000. On April 17, 2015, the Company entered into two consulting agreements. Per the terms of the agreements the Company is to issue 25,000 shares, per agreement for a total issuance of 50,000 shares of the Companys common stock at a value of $1.01 or $50,500. On April 23, 2015, a holder of a note converted a portion of the note. The Company issued 16,502 shares at a value of $0.606 or $10,000. On April 27, 2015, the Company entered into a consulting agreement. Per the terms of the agreement the Company is to issue 150,000 shares of the Companys common stock at a fair value of $0.85 or $127,500. On May 1, 2015, the Company entered into a consulting agreement. Per the terms of the agreement the Company is to issue 30,000 shares of the Companys common stock at a fair value of $0.55 or $16,500. On May 5, 2015, a holder of a note converted a portion of the note. The Company issued 45,045 shares at a value of $0.222 or $10,000. On May 19, 2015, a holder of a note converted a portion of the note. The Company issued 37,879 shares at a value of $0.132 or $5,000. On May 21, 2015, a holder of a note converted a portion of the note. The Company issued 75,758 shares at a value of $0.132 or $10,000. On May 22, 2015, the Company issued to members of the board of directors 1,200,000 shares of the Companys common stock at a value of $0.45 or $540,000. On June 1, 2015, a holder of a note converted a portion of the note. The Company issued 50,505 shares at a value of $0.198 or $10,000. On June 4, 2015, the Company issued to two newly appointed members of the board of directors an aggregate of 200,000 shares, of the Companys common stock at a value of $0.45 or $90,000, shares were issued on June 16, 2015. On June 15, 2015, a holder of a note converted a portion of the note. The Company issued 79,366 shares at a value of $0.126 or $10,000. On June 16, 2015, a holder of a note converted a portion of the note. The Company issued 380,952 shares at a value of $0.105 or $40,000. On June 19, 2015, a holder of a note converted a portion of the note. The Company issued 47,620 shares at a value of $0.21 or $10,000. On June 22, 2015, a holder of a note converted a portion of the note. The Company issued 65,873 shares at a value of $0.126 or $8,300. On June 22, 2015, the Company entered into two consulting agreements. Per the terms of the agreements the Company is to issue one at 25,000 shares and one at 461,539, for the two agreements a total issuance of 486,539 shares of the Companys common stock at a fair value of $0.28 or $136,231. On June 25, 2015, a holder of a note converted a portion of the note. The Company issued 127,011 shares at a value of $0.1181 or $15,000. On June 26, 2015, a holder of a note converted a portion of the note. The Company issued 180,181 shares at a value of $0.1181 or $20,000. On June 29, 2015, a holder of a note converted a portion of the note. The Company issued 219,106 shares at a value of $0.1141 or $25,000. Between May 27, 2015 and June 29, 2015, the Company entered into stock purchase agreements providing for the issuance of an aggregate of 3,776,154 shares of common stock plus warrants to purchase an aggregate of 3,776,154 shares of common stock for aggregate consideration of $490,900. The warrants are exercisable for two years from issuance at a 40% discount to the average closing price of our common stock in the 30 trading days prior to exercise. The stock purchase agreements were not fully funded as of June 30, 2015 and therefore the Company has collected funds and has indicated a stock payable in the amount of $255,900. Warrants 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 Companys 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. June 30, 2015 Expected volatility 675.65% Weighted-average volatility 675.65% Expected dividends 0 Expected term (in years) 1.0 Risk-free rate 0.06% Non vested warrants Warrants Weighted average price of warrants Granted, non-vested at June 30, 2015 184,000 $ 0.50 Total granted, non-vested at June 30, 2015 184,000 $ 0.50 Options December 31, 2014 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 begin to vest on the first anniversary of the date of grant. Based on the noted Black-Scholes calculation the Company estimated the weighted average price per options noted in the above table. As of June 30, 2015, the options have not vested however management is expensing the value over the vesting period. As of June 30, 2015, the amount expensed is $9,619, and the unrecognized compensation cost is $48,131. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [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, its first acquisition in the oil and gas industry. 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. As this is the Companys first acquisition in the oil and gas industry, management did not have the historical knowledge to be able to estimate its intangible or goodwill items properly and therefore it hired a valuation consultant to estimate and value any intangible assets that may have been in existence as of the date of acquisition. The valuation report provided to management detailed information as to the carrying value of certain intangible assets as a part of the purchase of JD in February 2014. Management has accepted the valuation report and has determined in accordance with FASB ASC 805 there is an additional adjustment to record the additional purchase price allocation at February 24, 2014. The measurement period under FASB ASC 805 allows for retrospective adjustment of the business combination for one year from the acquisition date, or when all necessary information for the adjustment is available. After the measurement period, there is no revision allowed for subsequent information that is unrelated to the facts and circumstances existing at the time of the acquisition, except for error correction. Based on the measurement period the Company re-calculated the fair value of the business acquisition as follows: ASSETS FEB 24, 2014 Cash $ 104,816 Accounts receivable 1,887,074 Prepaid expense 152,892 Fixed Assets 14,138,387 Intangible assets, net 283,000 Deferred financing fees, net 29,402 LIABILITIES A/P, accrued, loans and LOC (14,718,056 ) Fair Market Value of Net Identifiable Assets on 2/24/2014 $ 1,877,515 Purchase Price Less: stock for consideration (413,000 ) Bargain purchase option $ 1,464,515 Less: Bargain purchase option value previously recognized (1,620,071 ) Re-measurement balance of bargain purchase option as of February 24, 2014 $ 155,556 The Company has retrospectively adjusted the previously reported fair values to reflect these amounts as follows: As originally reported at JUN 30, 2014 Measurement Period Adjustments Retrospectively Adjusted JUN 30, 2014 TOTAL OPERATING LOSS $ (12,977 ) $ $ (12,977 ) OTHER (INCOME) / EXPENSE Interest expense, net 413,777 413,777 Gain on extinguishment of debt (10,329 ) (10,329 ) Gain on bargain purchase of JD (1,620,071 ) 155,556 (1) (1,464,515 ) TOTAL OTHER (INCOME) / EXPENSE (1,216,623 ) 155,556 (1,061,067 ) NET INCOME $ 1,203,646 $ 155,556 $ 1,048,090 BASIC (LOSS) INCOME PER SHARE $ 0.35 $ $ 0.31 DILUTED (LOSS) INCOME PER SHARE $ 0.27 $ $ 0.24 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,427,285 3,427,285 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 4,382,631 4,382,631 (1) Adjustment reflects reduction in gain on bargain purchase under re-measurement as per guidance of FASB ASC 805. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | NOTE 15: Subsequent events On July 6, 2015, a holder of a note converted a portion of the note. The Company issued 184,729 shares at a value of $0.0812 or $15,000. On July 6, 2015, the Company entered into an agreement with a service provider providing for the issuance of 150,000 shares of the Companys common stock in consideration for the settlement of a dispute over a failure to pay $10,000 to the service provider. On July 6, 2015, a holder of a note claimed a deficit. The Company issued 288,601 shares at a value of $0.024 or $6,926. On July 9, 2015, a holder of a note converted a portion of the note. The Company issued 333,334 shares at a value of $0.06 or $20,000. On July 10, 2015, a holder of a note converted a portion of the note. The Company issued 307,468 shares at a value of $0.0549 or $16,880. On July 15, 2015, the Company issued a convertible promissory note in the principal amount of $10,000 to Jeffrey Krueger, a holder of 5% or more of the Companys common stock. The note bears interest at the rate of 10% per annum and matures on January 15, 2016. The principal and any accrued interest thereon may be prepaid, subject to certain conditions. On or after six months from the date of the note, the note may be converted into shares of the Companys common stock at a fixed price of $0.05 per share. The note may be prepaid upon ten business days advance notice at a premium of 135%. The note includes certain negative covenants including restrictions on issuance of indebtedness, incurring a lien, amending charter documents, repurchasing capital stock, making a distribution, disposing of significant assets outside the ordinary course, making advances and loans and entering into related party transactions, subject to certain customary exceptions. The note includes customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In addition, it shall constitute an event of default under the note if the Company is delinquent in its filings with the SEC, cease to be quoted on the OTCQB, or are subject to a DTC chill. In an event of default, the note may become immediately due and payable at premiums to the outstanding principal and interest. The note also provides that if shares issuable upon conversion of the note are not timely delivered in accordance with the terms of the note then the Company shall be subject to certain cash penalties that increase proportionally to the duration of the delinquency. On July 20, 2015, a holder of a note converted a portion of the note. The Company issued 367,884 shares at a value of $0.0398 or $15,000. On July 21, 2015, a holder of a note converted a portion of the note. The Company issued 360,577 shares at a value of $0.0416 or $15,000. On July 23, 2015, a holder of a note converted a portion of the note. The Company issued 177,401 shares at a value of $0.0354 or $6,280. On July 23, 2015, a holder of a note claimed a deficit. The Company issued 1,060,606 shares at a value of $0.024 or $25,455. On July 28, 2015, a holder of a note converted a portion of the note. The Company issued 416,667 shares at a value of $0.024 or $10,000. On August 4, 2015, a holder of a note claimed a deficit. The Company issued 220,075 shares at a value of $0.024 or $5,282. On August 4, 2015, the Company issued a convertible promissory note in the principal sum of up to $250,000 The note contains a 10% original issue discount, and is to be funded in the aggregate amount of $225,000 in tranches at the sole discretion of the holder. The first tranche funded was $50,000. The note has a maturity date of two years from the funding of each tranche and is convertible at the lesser of $0.10 or at a 40% discount to the lowest trade price of the Companys common stock in the 25 trading days prior to conversion, subject to up to an additional 15% discount in the case conversion shares are not deliverable by Deposit/Withdrawal at Custodian (DWAC) and/or we are not DTC eligible. Each tranche is subject to a one-time interest charge of 12% 90 days after its funding. The note can be prepaid by the Company only during the first 90 days following the issuance of each funding tranche. As long as the note is outstanding, if the Company issues any security with terms more favorable than the terms of the note or a term was not similarly provided to the holder of the note, then such more favorable or additional term shall, at the holders option, become part of the note. In addition, the holder of the note shall be entitled to piggyback registration rights with respect to the conversion shares. The note includes customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In addition, it shall constitute an event of default under the note if the Company loses its status as DTC eligible, the Company is delinquent in its filings with the SEC or fails to meet the requirements to satisfy the availability of Rule 144 to the holder. In an event of default, the note may become immediately due and payable at premiums to the outstanding principal. The note also provides that if shares issuable upon conversion of the note are not timely delivered in accordance with the terms of the note then the Company shall be subject to certain cash penalties that increase proportionally to the duration of the delinquency. On August 6, 2015, a holder of a note converted a portion of the note. The Company issued 584,167 shares at a value of $0.024 or $14,020. On August 10, 2015, a holder of a note converted a portion of the note. The Company issued 423,566 shares at a value of $0.0244 or $10,337. On August 11, 2015, a holder of a note converted a portion of the note. The Company issued 423,566 shares at a value of $0.0244 or $10,335. Between May 27, 2015 and June 29, 2015 we agreed to sell to accredited investors an aggregate of 3,776,154 shares of common stock plus warrants to purchase an aggregate of 3,776,153 shares of common stock for aggregate consideration of $490,900. The warrants are exercisable for two years from issuance at a 40% discount to the average closing price of our common stock in the 30 trading days prior to exercise. Of the shares that we agreed to sell in the offering, Jeffrey Krueger, a holder of 5% or more of our shares of common stock, agreed to purchase 1,538,462 shares of our common stock and warrants to purchase 1,538,462 shares of our common stock for consideration of $200,000. On August 20, 2015 the Company issued 3,776,153 shares of common stock from stock payable. On August 21, 2015, the Company entered into a consulting agreement. Per the terms of the agreement the Company issued 120,000 shares of the Companys common stock at a fair value of $0.11 or $13,200. |
Organization and basis of pre21
Organization and basis of presentation (Policy) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements of National Energy Services, Inc., a Nevada corporation (NES 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. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. These financial statements have been presented in accordance with the rules governing a smaller reporting company. These condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in the Companys Annual Report on Form 10-K filed with the SEC, from which the balance sheet information as of December 31, 2014 was derived, as adjusted for the Companys finalization of the JD Field Services (JD) acquisition. Management determined that under the guidance of Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 805, an adjustment to record additional purchase price allocation was necessary as a part of the acquisition of JD on February 24, 2014. The measurement period under ASC 805 allows for retrospective adjustment of the business combination for one year from the acquisition date, or when all necessary information for the adjustment is available. After the measurement period, there is no revision allowed for subsequent information that is unrelated to the facts and circumstances existing at the time of the acquisition, except for error correction. Management recognizes that it had this one year period to apply corrective changes from the bargain purchase to intangible and tangible asset value and, as such it has re-measured the intangible asset value, and recognized a gain on its bargain purchase which has been reflected in the fiscal year ended December 31, 2014, and for the six months ended June 30, 2014 (See Note 14: Acquisition |
Business Overview | Business Overview NES is a public holding company with subsidiaries which provide services for the domestic oil and gas industry. The Companys business plan takes action with expansion through carefully selected acquisitions. The Companys services are needed by a wide variety of oil and natural gas industry providers in both private and public sectors. The Companys focus is to increase shareholder value through these carefully selected companies with NES bringing oversight and resources to each, which is intended to allow them to maximize profitability and growth opportunities within their markets, and expanding their customer base. This strategy is intended to 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. This is the first of several anticipated acquisitions that NES 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. |
Name Change and Increase of Authorized Share Capital | Name Change and Increase of Authorized Share Capital On July 8, 2015, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Articles of Incorporation to change its name to National Energy Services, Inc. and increase its authorized number of shares of common stock from 75,000,000 to 150,000,000. The Certificate of Amendment became effective on July 15, 2015. |
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. |
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 Risk | Concentrations of Credit 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 June 30, 2015, the Company did not have cash in any one banking institution that exceeded this limit. |
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 in the amount of 42,205,251, and are excluded from the diluted earnings per share computation in periods where the Company has incurred net loss. During the six months ended June 30, 2015, the Company recorded a net loss, resulting in no dilutive common shares. JUN 30, 2015 JUN 30, 2014 Net income (loss) $ (3,110,412 ) $ 1,048,090 Basic earnings (loss) per share $ (0.63 ) $ 0.31 Diluted earnings (loss) per share $ (0.63 ) $ 0.24 Weighted average common shares outstanding basic 4,914,601 3,427,285 Weighted average common shares outstanding diluted 4,914,601 4,382,631 JUN 30, 2015 JUN 30, 2014 Weighted average common shares outstanding basic 4,914,601 3,427,285 Add: Warrant exercise 140,000 Add: Options exercise 35,000 Add: Convertible notes 780,346 Total weighted average common shares outstanding diluted 4,914,601 4,382,631 |
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 In all cases, revenue is recognized as earned by the Company. Revenues collected in advance of services is considered deferred revenue. 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. |
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). |
Organization and basis of pre22
Organization and basis of presentation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of recorded net loss | During the six months ended June 30, 2015, the Company recorded a net loss, resulting in no dilutive common shares. JUN 30, 2015 JUN 30, 2014 Net income (loss) $ (3,110,412 ) $ 1,048,090 Basic earnings (loss) per share $ (0.63 ) $ 0.31 Diluted earnings (loss) per share $ (0.63 ) $ 0.24 Weighted average common shares outstanding basic 4,914,601 3,427,285 Weighted average common shares outstanding diluted 4,914,601 4,382,631 JUN 30, 2015 JUN 30, 2014 Weighted average common shares outstanding basic 4,914,601 3,427,285 Add: Warrant exercise 140,000 Add: Options exercise 35,000 Add: Convertible notes 780,346 Total weighted average common shares outstanding diluted 4,914,601 4,382,631 |
Restatement of Prior Periods (T
Restatement of Prior Periods (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restatement Of Prior Periods Tables | |
Schedule of effect of the restatement on the consolidated balance sheets, the consolidated statements of income and consolidated statements of cash flows | The effect of the restatement on the consolidated balance sheets, the consolidated statements of income and consolidated statements of cash flows for the fiscal year ended December 31, 2014 are presented in the following tables. ASSETS As originally reported at DEC 31, 2014 Restatement and Other Adjustments As restated DEC 31, 2014 Accounts receivable 1,660,227 $ (438,556 ) (2) 1,221,671 Intangible assets, net 283,000 (2) 283,000 Other assets 18,359,178 18,359,178 TOTAL ASSETS $ 20,019,405 (155,556 ) $ 19,863,849 Derivative liability 1,189,718 (1) 1,189,718 Convertible notes, net of discount 701,206 (135,555 ) (1) 565,651 Other liabilities 19,665,343 19,665,343 TOTAL LIABILITIES $ 20,366,549 1,054,163 $ 21,420,712 STOCKHOLDERS DEFICIT Common stock 4,020 4,020 Additional paid in capital 15,398,073 (473,074 ) (1) 14,924,999 Stock payable 33,278 33,278 Accumulated deficit (15,782,515 ) (736,645 ) (1,2) (16,519,160 ) TOTAL STOCKHOLDERS DEFICIT (347,144 ) 1,209,719 (1,556,863 ) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 20,019,405 155,556 $ 19,863,849 (1) Adjustment reflects correction of an error. (2) Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS As originally reported at DEC 31, 2014 Restatement and Other Adjustments As restated DEC 31, 2014 TOTAL OPERATING INCOME $ 762,856 $ $ 762,856 OTHER (INCOME) / EXPENSE Other income (77,169 ) (77,169 ) Gain on extinguishment of debt (10,334 ) (10,334 ) Gain on bargain purchase acquisition of JD (1,620,071 ) 155,556 (2) (1,464,515 ) Interest expense, net 1,584,028 632,263 (1) 2,216,291 Change in fair value of derivative liabilities (51,172 ) (1) (51,172 ) Loss on disposal of fixed assets 574,312 574,312 TOTAL OTHER (INCOME) / EXPENSE 450,766 736,645 1,187,413 NET INCOME (LOSS) $ 312,090 $ (424,557 ) BASIC (LOSS) INCOME PER SHARE $ 0.08 $ (0.11 ) DILUTED (LOSS) INCOME PER SHARE $ 0.06 $ (0.11 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,705,626 3,705,626 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 5,319,186 3,705,626 (1) Adjustment reflects correction of an error. (2) Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS As originally reported at DEC 31, 2014 Restatement Adjustments As restated DEC 31, 2014 Net (loss) income $ 312,090 (736,645 ) (1) $ (424,557 ) Cash used by operating activities Amortization of debt discount on notes payable 612,300 (1) 612,300 Accretion of convertible notes BCF 31,209 (31,209 ) (1) Gain on bargain purchase acquisition of JD (1,620,071 ) 155,556 (2) (1,464,515 ) Depreciation and amortization 1,255,574 1,255,574 Cash provided by operating activities 2,826,035 2,826,035 Cash provided by investing activities 353,697 353,697 Cash used by financing activities (3,125,263 ) (3,125,263 ) Increase (decrease) in cash 54,469 54,469 Cash at beginning of the year 17,696 17,696 Cash at the end of the year $ 72,165 $ 72,165 (1) Adjustment reflects correction of an error. (2) Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 The effect of the restatement on the consolidated statements of operations for the quarter ended March 31, 2015 is presented in the following table: CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS As originally reported at MAR 31, 2015 Restatement and Other Adjustments As corrected MAR 31, 2015 TOTAL OPERATING INCOME $ 606,113 $ 136,536 (2) $ 742,649 OTHER (INCOME) / EXPENSE Interest expense, net 669,713 1,060,746 (1) 1,730,459 Change in fair value of derivative liabilities (717,375 ) (1) (717,375 ) Gain on bargain purchase of JD TOTAL OTHER (INCOME) / EXPENSE 669,713 479,907 1,013,084 NET INCOME $ (63,600 ) $ $ (270,435 ) BASIC (LOSS) INCOME PER SHARE $ (0.02 ) $ $ (0.07 ) DILUTED (LOSS) INCOME PER SHARE $ (0.02 ) $ $ (0.07 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,819,223 3,819,223 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,819,223 3,819,223 (1) Adjustment reflects correction of an error. (2) Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 |
Liquidity resources and futur24
Liquidity resources and future capital requirements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Liquidity resources and future capital requirements [Abstract] | |
Schedule of consolidated cash flows and total operating income | We continue to seek out established businesses with a proven operating track record strong financial performance, positive operating results, established or growing contract backlogs, and/or the potential for positive operating cash flow. JUN 30, 2015 JUN 30, 2014 Net cash (used in) provided by operating activities $ (100,381 ) $ 1,454,847 Net cash provided by investing activities $ $ 25,586 Net cash provided by (used in) financing activities $ 124,320 $ (1,403,842 ) Total net income (loss) $ (3,110,412 ) $ 1,048,090 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | JUN 30, 2015 DEC 31, 2014 Accounts receivable $ 1,108,797 $ 1,287,818 Less: allowance for doubtful accounts (166,147 ) (66,147 ) Total $ 942,650 $ 1,221,671 |
Property, plant & equipment, 26
Property, plant & equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | JUN 30, 2015 DEC 31, 2014 Buildings $ 78,927 $ 78,927 Furniture and fixtures 46,923 46,923 Vehicles 4,613,407 4,479,273 Machinery and equipment 13,234,926 13,234,926 17,974,183 17,840,049 Less: Accumulated depreciation (1,879,585 ) (1,156,168 ) Total $ 16,094,598 $ 16,683,881 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The following table represents the intangible assets: JUN 30, 2015 DEC 31, 2014 Brand name $ 277,000 $ 277,000 Domain name / website 6,000 6,000 283,000 283,000 Less: Accumulated amortization Total $ 283,000 $ 283,000 NAS JUN 30, 2014 JD JUN 30, 2014 Adjustments MAR 01, 2014 JUN 30, 2014 REVENUE $ $ 6,421,516 $ 3,323,970 $ 9,745,486 COST OF REVENUE 5,579,498 2,866,011 8,445,509 GROSS PROFIT 842,018 1,299,977 OPERATING EXPENSES Selling, general and administrative expenses 111,457 675,209 362,607 1,149,273 Professional fees and related expenses 145,134 2,401 2,570 150,105 Forgiveness of accrued officer compensation (79,195 ) (79,195 ) TOTAL OPERATING EXPENSES 177,396 677,610 1,220,183 OPERATING INCOME (LOSS) $ (177,396 ) $ 164,408 $ $ 79,794 OTHER EXPENSE, non-operating Gain on acquisition, bargain purchase of JD (1,620,071 ) 39,208 (1,580,863 ) Gain on extinguishment of debt (10,329 ) (10,329 ) Interest expense, net 173,833 239,947 53,560 467,340 TOTAL OTHER EXPENSE (INCOME), non-operating 163,504 (1,380,124 ) (1,123,852 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (340,900 ) 1,544,532 1,203,646 PROVISION FOR INCOME TAXES NET (LOSS) INCOME $ (340,900 ) $ 1,544,532 $ $ 1,203,646 BASIC (LOSS) INCOME PER SHARE $ (0.10 ) $ 0.35 DILUTED (LOSS) INCOME PER SHARE $ (0.10 ) $ 0.27 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,427,285 3,427,285 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED 3,427,285 4,382,631 |
Loans, capital lease and line28
Loans, capital lease and lines of credit (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt and Capital Lease Obligations [Abstract] | |
Schedule of Loans, Capital leases and Lines of Credit | The following table represents the outstanding principle balance of loans, capital leases and lines of credit (LOC) and accrued interest for the Company as of June 30, 2015. Description Loan date Maturity date Original amount of loan Interest rate Balance as of JUN 30, 2015 Balance as of DEC 31, 2014 Ally 02/24/2014 02/10/2019 $ 43,395 4.01 % $ 27,802 $ 31,284 Commercial Credit Group 12/19/2014 12/19/2019 1,940,969 10.00 % 1,431,873 1,552,775 Cat Financial 02/24/2014 11/09/2016 186,549 5.95 % 71,543 95,262 Equify 04/08/2014 05/01/2019 1,480,412 7.10 % 1,200,072 1,331,116 Phil Timothy 02/24/2014 03/28/2023 2,650,000 6.00 % 2,165,299 2,274,936 Ford credit 02/24/2014 03/16/2016 23,700 4.34 % 10,129 Ford credit 02/24/2014 09/28/2015 28,700 6.54 % 10,268 Ford credit 02/24/2014 09/28/2016 44,576 3.74 % 2,903 Ford credit 02/24/2014 06/05/2016 88,575 7.89 % 37,253 Ford credit 02/24/2014 02/28/2015 56,372 6.49 % 9,858 Ford credit 02/24/2014 03/29/2017 73,005 7.89 % 37,946 Ford credit 02/24/2014 10/29/2015 36,700 6.54 % 3,829 Ford credit 02/24/2014 10/29/2015 34,400 6.54 % 3,589 Ford credit 02/24/2014 09/30/2015 94,000 5.74 % 16,050 Ford credit 02/24/2014 09/16/2016 45,994 8.29 % 23,049 Ford credit 02/24/2014 08/01/2017 43,110 5.04 % 33,693 Jimmy B Trucking 08/11/2014 06/11/2015 600,000 10.00 % 372,109 Rick Gurr/ Gosling Service 08/11/2014 06/11/2015 210,000 10.00 % 130,238 Mack Financial Services 02/24/2014 03/12/2016 326,746 6.00 % 98,478 GE Capital 09/01/2014 07/01/2019 213,600 6.96 % 182,973 202,093 GE Capital 09/01/2014 12/21/2018 203,789 6.93 % 180,307 194,574 GE Capital 09/01/2014 08/01/2016 48,000 9.11 % 27,134 42,669 GE Capital 02/24/2014 09/09/2018 189,151 6.42 % 114,050 129,135 GE Capital 02/24/2014 07/01/2018 153,944 7.20 % 87,634 100,047 John Deere Financial 02/24/2014 09/26/2017 262,350 4.00 % 129,032 155,136 Axis Capital 02/20/2015 02/20/2020 600,000 8.62 % 559,248 Utica Financial 06/25/2015 06/25/2020 840,406 840,406 Mack Financial Services 02/24/2014 11/09/2016 347,520 6.00 % 135,530 159,427 MACU 02/24/2014 10/26/2018 41,540 2.99 % 28,999 33,069 Zions Bank 02/24/2014 10/15/2026 150,000 4.86 % 121,018 125,108 Zions Bank 02/24/2014 10/10/2016 101,091 4.57 % 21,323 31,998 Zions Bank 02/24/2014 09/30/2017 7,680,000 4.57 % 4,042,056 4,622,482 Zions Bank LOC 422,302 586,621 H&E Equipment 02/24/2014 05/01/2017 176,234 12.00 % 101,616 117,799 National Insurance 06/01/2015 05/31/2016 668,233 6.0 % 668,233 217,128 Capital lease 01/15/2009 33,591 33,591 33,591 Goss 09/19/2013 09/19/2016 20,000 12.00 % 20,000 20,000 Kinney2 11/01/2013 11/01/2015 50,000 12.00 % 50,000 50,000 OConnor 04/01/2009 * 71,000 10.00 % 71,000 71,000 Hanley 04/01/2009 * 79,913 10.00 % 79,913 79,913 Spiker 12/31/2010 * 9,500 10.00 % 9,500 9,500 Jesse 12/31/2010 * 9,760 10.00 % 9,760 9,760 Marlow 12/31/2010 * 13,000 10.00 % 13,000 13,000 Goss2 02/28/2014 03/09/2016 50,000 10.00 % 43,158 50,000 Krochak 07/25/2014 01/25/2015 30,000 10.00 % 30,000 Krueger 12/09/2014 06/06/2015 15,000 10.00 % 15,000 Total debt liabilities 12,888,372 13,173,815 Less: current portion (3,722,991 ) (4,507,322 ) Total long term liabilities $ 9,165,381 $ 8,666,493 * |
Convertible notes (Tables)
Convertible notes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | As of June 30, 2015, the following convertible notes payable are outstanding (see Note 12: Fair Value for information on debt discount Description Balance as of June 30, 2015 Balance as of December 31, 2014 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. Fixed conversion rate of $2.50 at the discretion of the note holder $ 250,000 $ 250,000 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. Fixed conversion rate of $2.50 at the discretion of the note holder 245,000 245,000 Convertible note issued on December 16, 2014, at a 12% interest rate per annum for one (1) year, convertible to shares of common stock at $2.00 per share or if the Companys common stock falls below a certain price, at a discount to market price of Company common stock. Discount on conversion at 40% at the discretion of the note holder 250,000 250,000 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. Fixed conversion rate of $2.50 at the discretion of the note holder 45,000 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. Discount on conversion at 40% at the discretion of the note holder 149,500 249,500 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. 64,000 104,000 Convertible note issued on June 30, 2015, at a 9% interest rate per annum for six (6) months, convertible to shares of common stock at discount to market price of Company common stock. 205,082 Convertible note issued on January 30, 2015, at a 8% interest rate per annum for ten (10) months, convertible to shares of common stock at discount to market price of Company common stock. . Discount on conversion at 42% at the discretion of the note holder 64,000 Convertible note issued on February 12, 2015, at a 12% interest rate per annum for six (6) months, convertible to shares of common stock at discount to market price of Company common stock. Discount on conversion at 30% at the discretion of the note holder 180,000 Convertible note issued on February 27, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. Discount on conversion at 40% at the discretion of the note holder 110,250 Convertible note issued on March 12, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. Discount on conversion at 40% at the discretion of the note holder 55,000 Convertible note issued on March 12, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. Discount on conversion at 40% at the discretion of the note holder 5,000 Convertible note issued on March 20, 2015, at a 10% interest rate per annum for six (6) months, convertible to shares of common stock at discount to market price of Company common stock. Discount on conversion at 40% at the discretion of the note holder 35,000 Convertible note issued on June 3, 2015, at a 6% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. . Discount on conversion at 42% at the discretion of the note holder 46,000 Total 1,658,832 1,143,500 Less: Debt discount (407,314 ) (577,849 ) Total Current portion convertible debt (870,117 ) (158,737 ) Total Long-term portion of convertible debt $ 381,401 $ 406,914 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair value of the debt conversion feature liability | Alternate probabilities would have resulted in increases or decreases in the fair value of the debt conversion feature liability: Fair value Measurements at June 30, 2015 Total Level 1 Level 2 Level 3 Derivative liability Debt conversion feature $ 1,060,961 $ 1,060,961 Total financial liabilities $ 1,060,961 $ $ $ 1,060,961 Fair value Measurements at December 31, 2014 Total Level 1 Level 2 Level 3 Derivative liability Debt conversion feature $ 1,189,718 $ 1,189,718 Total financial liabilities $ 1,189,718 $ $ $ 1,189,718 |
Debt conversion feature liabilities measured at fair value on a recurring basis using significant unobservable inputs | The table below presents a summary of changes in the Companys debt conversion feature liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months and six months ended June 30, 2015 and June 30, 2014: Three Months Ended JUNE 30, 2015 JUNE 30, 2014 Debt conversion feature: Beginning balance $ (2,011,258 ) $ Additions (160,747 ) Adjustments resulting from changes in fair value recognized in earnings 777,001 Settlement through conversion of debt 334,043 Ending balance $ (1,060,961 ) $ Six Months Ended JUNE 30, 2015 JUNE 30, 2014 Debt conversion feature: Beginning balance $ (1,189,718 ) $ Additions (1,727,705 ) Adjustments resulting from changes in fair value recognized in earnings 1,494,377 Settlement through conversion of debt 362,085 Ending balance $ (1,060,961 ) $ |
Valuation techniques and significant unobservable inputs used to determine fair value for significant liabilities | The following table sets forth the Companys valuation techniques and significant unobservable inputs used to determine fair value for significant Level 3 liabilities: Fair Value Assets Liabilities Valuation Technique(s) Significant Unobservable Input Range Debt conversion feature liability JUNE 30, 2015 $ $ 1,060,961 Binomial option pricing model Expected term (years) 0.12 2.13 Volatility 303.94% December 31, 2014 $ $ 1,189,718 Binomial option pricing model Expected term (years) 0.71 2.58 Volatility 271.84% |
Stockholders' deficit (Tables)
Stockholders' deficit (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 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. June 30, 2015 Expected volatility 675.65% Weighted-average volatility 675.65% Expected dividends 0 Expected term (in years) 1.0 Risk-free rate 0.06% December 31, 2014 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 June 30, 2015 184,000 $ 0.50 Total granted, non-vested at June 30, 2015 184,000 $ 0.50 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) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Business Acquisition | Based on the measurement period the Company re-calculated the fair value of the business acquisition as follows: ASSETS FEB 24, 2014 Cash $ 104,816 Accounts receivable 1,887,074 Prepaid expense 152,892 Fixed Assets 14,138,387 Intangible assets, net 283,000 Deferred financing fees, net 29,402 LIABILITIES A/P, accrued, loans and LOC (14,718,056 ) Fair Market Value of Net Identifiable Assets on 2/24/2014 $ 1,877,515 Purchase Price Less: stock for consideration (413,000 ) Bargain purchase option $ 1,464,515 Less: Bargain purchase option value previously recognized (1,620,071 ) Re-measurement balance of bargain purchase option as of February 24, 2014 $ 155,556 |
Condensed Income Statement | The Company has retrospectively adjusted the previously reported fair values to reflect these amounts as follows: As originally reported at JUN 30, 2014 Measurement Period Adjustments Retrospectively Adjusted JUN 30, 2014 TOTAL OPERATING LOSS $ (12,977 ) $ $ (12,977 ) OTHER (INCOME) / EXPENSE Interest expense, net 413,777 413,777 Gain on extinguishment of debt (10,329 ) (10,329 ) Gain on bargain purchase of JD (1,620,071 ) 155,556 (1) (1,464,515 ) TOTAL OTHER (INCOME) / EXPENSE (1,216,623 ) 155,556 (1,061,067 ) NET INCOME $ 1,203,646 $ 155,556 $ 1,048,090 BASIC (LOSS) INCOME PER SHARE $ 0.35 $ $ 0.31 DILUTED (LOSS) INCOME PER SHARE $ 0.27 $ $ 0.24 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,427,285 3,427,285 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 4,382,631 4,382,631 (1) Adjustment reflects reduction in gain on bargain purchase under re-measurement as per guidance of FASB ASC 805. |
Organization and basis of pre33
Organization and basis of presentation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net (loss) income | $ (3,900,723) | $ (456,515) | $ (3,110,412) | $ 1,048,090 |
Basic earnings (loss) per share | $ (0.7) | $ (0.15) | $ (0.63) | $ 0.31 |
Diluted earnings (loss) per share | $ (0.7) | $ (0.15) | $ (0.63) | $ 0.24 |
Weighted average common shares outstanding basic | 5,541,568 | 3,079,936 | 4,914,601 | 3,427,285 |
Weighted average common shares outstanding diluted | 5,541,568 | 3,079,936 | 4,914,601 | 4,382,631 |
Organization and basis of pre34
Organization and basis of presentation (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Weighted average common shares outstanding basic | 5,541,568 | 3,079,936 | 4,914,601 | 3,427,285 |
Add: Warrant exercise | 140,000 | |||
Add: Options exercise | 35,000 | |||
Add: Convertible notes | 780,346 | |||
Total weighted average common shares outstanding diluted | 5,541,568 | 3,079,936 | 4,914,601 | 4,382,631 |
Organization and basis of pre35
Organization and basis of presentation (Details Narrative) - USD ($) | Sep. 11, 2014 | Jun. 30, 2015 | Jul. 08, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
FDIC insured limit | $ 250,000 | |||
Common stock shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | |
Increase number of authorized shares of common stock | 150,000,000 | |||
Reverse stock split | 1 share for every 200 shares of common stock. | |||
Potentially dilutive common shares consist of employee stock options, warrants, and other convertible securities | 42,205,251 |
Restatement of Prior Periods (D
Restatement of Prior Periods (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | |
ASSETS | |||
Accounts receivable | $ 942,650 | $ 1,221,671 | |
Intangible assets, net | 283,000 | 283,000 | |
TOTAL ASSETS | 18,377,270 | 19,863,849 | |
Derivative liability | 1,060,961 | 1,189,718 | |
Convertible notes, net of discount | 1,658,832 | 1,143,500 | |
TOTAL LIABILITIES | 20,858,777 | 21,420,712 | |
STOCKHOLDER'S DEFICIT | |||
Common stock | 7,999 | 4,020 | |
Additional paid in capital | 16,825,940 | 14,924,999 | |
Stock payable | 314,126 | 33,278 | |
Accumulated deficit | (19,629,572) | (16,519,160) | |
TOTAL STOCKHOLDER'S DEFICIT | (2,481,507) | (1,556,863) | |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ 18,377,270 | 19,863,849 | |
As originally reported [Member] | |||
ASSETS | |||
Accounts receivable | $ 1,660,227 | ||
Intangible assets, net | |||
Other assets | $ 18,359,178 | ||
TOTAL ASSETS | $ 20,019,405 | ||
Derivative liability | |||
Convertible notes, net of discount | $ 701,206 | ||
Other liabilities | 19,665,343 | ||
TOTAL LIABILITIES | 20,366,549 | ||
STOCKHOLDER'S DEFICIT | |||
Common stock | 4,020 | ||
Additional paid in capital | 15,398,073 | ||
Stock payable | 33,278 | ||
Accumulated deficit | (15,782,515) | ||
TOTAL STOCKHOLDER'S DEFICIT | (347,144) | ||
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | 20,019,405 | ||
Restatement and Other Adjustments [Member] | |||
ASSETS | |||
Accounts receivable | [1] | (438,556) | |
Intangible assets, net | [1] | $ 283,000 | |
Other assets | |||
TOTAL ASSETS | $ (155,556) | ||
Derivative liability | [2] | 1,189,718 | |
Convertible notes, net of discount | [2] | $ (135,555) | |
Other liabilities | |||
TOTAL LIABILITIES | $ 1,054,163 | ||
STOCKHOLDER'S DEFICIT | |||
Additional paid in capital | [2] | $ (473,074) | |
Stock payable | |||
Accumulated deficit | [1],[2] | $ (736,645) | |
TOTAL STOCKHOLDER'S DEFICIT | 1,209,719 | ||
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | 155,556 | ||
Restated [Member] | |||
ASSETS | |||
Accounts receivable | 1,221,671 | ||
Intangible assets, net | 283,000 | ||
Other assets | 18,359,178 | ||
TOTAL ASSETS | 19,863,849 | ||
Derivative liability | 1,189,718 | ||
Convertible notes, net of discount | 565,651 | ||
Other liabilities | 19,665,343 | ||
TOTAL LIABILITIES | 21,420,712 | ||
STOCKHOLDER'S DEFICIT | |||
Common stock | 4,020 | ||
Additional paid in capital | 14,924,999 | ||
Stock payable | 33,278 | ||
Accumulated deficit | (16,519,160) | ||
TOTAL STOCKHOLDER'S DEFICIT | (1,556,863) | ||
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ 19,863,849 | ||
[1] | Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 | ||
[2] | Adjustment reflects correction of an error. |
Restatement of Prior Periods 37
Restatement of Prior Periods (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |||
TOTAL OPERATING INCOME | $ (2,943,251) | $ (178,276) | $ (2,200,602) | $ (12,977) | ||||
OTHER (INCOME) / EXPENSE | ||||||||
Other income | (777,002) | $ (1,494,377) | (1,464,515) | |||||
Gain on extinguishment of debt | 10,329 | |||||||
Gain on bargain purchase acquisition of JD | 1,464,515 | |||||||
Interest expense, net | 1,734,474 | $ 288,568 | $ 2,404,187 | $ 413,777 | ||||
Change in fair value of derivative liabilities | (777,002) | (1,494,377) | ||||||
TOTAL OTHER (INCOME) / EXPENSE | 1,734,474 | $ 278,239 | 2,404,187 | $ 403,448 | ||||
NET (LOSS) INCOME | $ (3,900,723) | $ (456,515) | $ (3,110,412) | $ 1,048,090 | ||||
BASIC (LOSS) INCOME PER SHARE | $ (0.7) | $ (0.15) | $ (0.63) | $ 0.31 | ||||
DILUTED (LOSS) INCOME PER SHARE | $ (0.7) | $ (0.15) | $ (0.63) | $ 0.24 | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 5,541,568 | 3,079,936 | 4,914,601 | 3,427,285 | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 5,541,568 | 3,079,936 | 4,914,601 | 4,382,631 | ||||
As originally reported [Member] | ||||||||
TOTAL OPERATING INCOME | $ 606,113 | $ (12,977) | $ 762,856 | |||||
OTHER (INCOME) / EXPENSE | ||||||||
Other income | (77,169) | |||||||
Gain on extinguishment of debt | (10,334) | |||||||
Gain on bargain purchase acquisition of JD | 1,620,071 | (1,620,071) | ||||||
Interest expense, net | $ 669,713 | (413,777) | $ 1,584,028 | |||||
Change in fair value of derivative liabilities | ||||||||
Loss on disposal of fixed assets | $ 574,312 | |||||||
TOTAL OTHER (INCOME) / EXPENSE | $ 669,713 | 1,216,623 | 450,766 | |||||
NET (LOSS) INCOME | $ (63,600) | $ 1,203,646 | $ 312,090 | |||||
BASIC (LOSS) INCOME PER SHARE | $ (0.02) | $ 0.35 | $ 0.08 | |||||
DILUTED (LOSS) INCOME PER SHARE | $ (0.02) | $ 0.27 | $ 0.06 | |||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,819,223 | 3,427,285 | 3,705,626 | |||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,819,223 | 4,382,631 | 5,319,186 | |||||
Restatement and Other Adjustments [Member] | ||||||||
TOTAL OPERATING INCOME | $ 136,536 | |||||||
OTHER (INCOME) / EXPENSE | ||||||||
Other income | ||||||||
Gain on extinguishment of debt | ||||||||
Gain on bargain purchase acquisition of JD | $ 155,556 | [1] | ||||||
Interest expense, net | $ 1,060,746 | 632,263 | [2] | |||||
Change in fair value of derivative liabilities | (717,375) | $ (51,172) | [2] | |||||
Loss on disposal of fixed assets | ||||||||
TOTAL OTHER (INCOME) / EXPENSE | 479,907 | $ 736,645 | ||||||
NET (LOSS) INCOME | [2] | (736,645) | ||||||
Restated [Member] | ||||||||
TOTAL OPERATING INCOME | $ 742,649 | 762,856 | ||||||
OTHER (INCOME) / EXPENSE | ||||||||
Other income | (77,169) | |||||||
Gain on extinguishment of debt | (10,334) | |||||||
Gain on bargain purchase acquisition of JD | (1,464,515) | |||||||
Interest expense, net | $ 1,730,459 | 2,216,291 | ||||||
Change in fair value of derivative liabilities | (717,375) | (51,172) | ||||||
Loss on disposal of fixed assets | 574,312 | |||||||
TOTAL OTHER (INCOME) / EXPENSE | 1,013,084 | 1,187,413 | ||||||
NET (LOSS) INCOME | $ (270,435) | $ (424,557) | ||||||
BASIC (LOSS) INCOME PER SHARE | $ (0.07) | $ (0.11) | ||||||
DILUTED (LOSS) INCOME PER SHARE | $ (0.07) | $ (0.11) | ||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,819,223 | 3,705,626 | ||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,819,223 | 3,705,626 | ||||||
[1] | Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 | |||||||
[2] | Adjustment reflects correction of an error. |
Restatement of Prior Periods 38
Restatement of Prior Periods (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |||
Net (loss) income | $ (3,900,723) | $ (456,515) | $ (3,110,412) | $ 1,048,090 | ||||
Cash used by operating activities | ||||||||
Amortization of debt discount on notes payable | $ 863,973 | 920 | ||||||
Gain on bargain purchase acquisition of JD | 1,464,515 | |||||||
Depreciation and amortization | $ 766,982 | 478,339 | ||||||
Cash provided by operating activities | $ (100,381) | 1,454,847 | ||||||
Cash provided by investing activities | 25,586 | |||||||
Cash used by financing activities | $ 124,320 | (1,403,842) | ||||||
Increase (decrease) in cash | 23,939 | 76,591 | ||||||
Cash at beginning of the year | $ 72,165 | 72,165 | 17,696 | $ 17,696 | ||||
Cash at end of the period | $ 96,104 | $ 94,287 | 96,104 | 94,287 | 72,165 | |||
As originally reported [Member] | ||||||||
Net (loss) income | $ (63,600) | 1,203,646 | $ 312,090 | |||||
Cash used by operating activities | ||||||||
Amortization of debt discount on notes payable | ||||||||
Accretion of convertible notes BCF | $ 31,209 | |||||||
Gain on bargain purchase acquisition of JD | 1,620,071 | (1,620,071) | ||||||
Depreciation and amortization | 1,255,574 | |||||||
Cash provided by operating activities | 2,826,035 | |||||||
Cash provided by investing activities | 353,697 | |||||||
Cash used by financing activities | (3,125,263) | |||||||
Increase (decrease) in cash | 54,469 | |||||||
Cash at beginning of the year | $ 72,165 | 72,165 | $ 17,696 | 17,696 | ||||
Cash at end of the period | 72,165 | |||||||
Restatement and Other Adjustments [Member] | ||||||||
Net (loss) income | [1] | (736,645) | ||||||
Cash used by operating activities | ||||||||
Amortization of debt discount on notes payable | [1] | 612,300 | ||||||
Accretion of convertible notes BCF | [1] | (31,209) | ||||||
Gain on bargain purchase acquisition of JD | $ 155,556 | [2] | ||||||
Depreciation and amortization | ||||||||
Cash provided by operating activities | ||||||||
Cash provided by investing activities | ||||||||
Cash used by financing activities | ||||||||
Increase (decrease) in cash | ||||||||
Cash at beginning of the year | ||||||||
Restated [Member] | ||||||||
Net (loss) income | $ (270,435) | $ (424,557) | ||||||
Cash used by operating activities | ||||||||
Amortization of debt discount on notes payable | $ 612,300 | |||||||
Accretion of convertible notes BCF | ||||||||
Gain on bargain purchase acquisition of JD | $ (1,464,515) | |||||||
Depreciation and amortization | 1,255,574 | |||||||
Cash provided by operating activities | 2,826,035 | |||||||
Cash provided by investing activities | 353,697 | |||||||
Cash used by financing activities | (3,125,263) | |||||||
Increase (decrease) in cash | 54,469 | |||||||
Cash at beginning of the year | $ 72,165 | $ 72,165 | $ 17,696 | 17,696 | ||||
Cash at end of the period | $ 72,165 | |||||||
[1] | Adjustment reflects correction of an error. | |||||||
[2] | Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 |
Liquidity resources and futur39
Liquidity resources and future capital requirements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Consolidated cash flows and total operating income | ||||
Net cash provided (used) by operating activities | $ (100,381) | $ 1,454,847 | ||
Net cash used by investing activities | 25,586 | |||
Net cash (used) provided by financing activities | $ 124,320 | (1,403,842) | ||
Total net income (loss) | $ (3,900,723) | $ (456,515) | $ (3,110,412) | $ 1,048,090 |
Liquidity resources and futur40
Liquidity resources and future capital requirements (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Liquidity Resources And Future Capital Requirements Details Narrative | |||
Working capital deficit | $ (9,456,507) | ||
Stockholders' deficit | (2,481,507) | $ (1,556,863) | |
Increased revenues | $ 7,919,707 | $ 6,421,516 | |
Increased revenues percentage | 23.00% |
Accounts receivable, net (Detai
Accounts receivable, net (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts Receivable, Net [Abstract] | ||
Accounts receivable | $ 1,108,797 | $ 1,287,818 |
Less: allowance for doubtful accounts | (166,147) | (66,147) |
Total | $ 942,650 | $ 1,221,671 |
Property, plant & equipment, 42
Property, plant & equipment, net (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 17,974,183 | $ 17,840,049 | |
Less: Accumulated depreciation | (1,879,585) | (1,156,168) | |
Total | 16,094,598 | 16,683,881 | |
Depreciation expense | 723,417 | $ 467,521 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 78,927 | 78,927 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 46,923 | 46,923 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 4,613,407 | 4,479,273 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 13,234,926 | $ 13,234,926 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Brand name | $ 277,000 | $ 277,000 |
Domain name / website | 6,000 | 6,000 |
Intangible assets, gross | $ 283,000 | $ 283,000 |
Less: Accumulated amortization | ||
Total | $ 283,000 | $ 283,000 |
Intangible assets, net (Detai44
Intangible assets, net (Details 1) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 01, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
REVENUE | $ 2,527,474 | $ 4,416,910 | $ 7,919,707 | $ 6,421,516 | |
COST OF REVENUE | 2,616,931 | 3,974,363 | 6,907,737 | 5,548,641 | |
GROSS PROFIT | (89,457) | 442,547 | 1,011,970 | 872,875 | |
OPERATING EXPENSES | |||||
Selling, general and administrative expenses | 662,754 | 495,166 | 852,556 | 738,317 | |
Professional fees and related expenses | 2,191,040 | 125,657 | 2,360,016 | 147,535 | |
TOTAL OPERATING EXPENSES | 2,853,794 | 620,823 | 3,212,572 | 885,852 | |
OPERATING INCOME (LOSS) | (2,943,251) | (178,276) | $ (2,200,602) | (12,977) | |
OTHER EXPENSE, non-operating | |||||
Gain on acquisition, bargain purchase of JD | 1,464,515 | ||||
Gain on extinguishment of debt | 10,329 | ||||
Interest expense, net | 1,734,474 | 288,568 | $ 2,404,187 | 413,777 | |
TOTAL OTHER EXPENSE (INCOME), non-operating | 1,734,474 | 278,239 | 2,404,187 | 403,448 | |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ (3,900,723) | $ (456,515) | $ (3,110,412) | $ 1,048,090 | |
PROVISION FOR INCOME TAXES | |||||
NET (LOSS) INCOME | $ (3,900,723) | $ (456,515) | $ (3,110,412) | $ 1,048,090 | |
BASIC (LOSS) INCOME PER SHARE | $ (0.7) | $ (0.15) | $ (0.63) | $ 0.31 | |
DILUTED (LOSS) INCOME PER SHARE | $ (0.7) | $ (0.15) | $ (0.63) | $ 0.24 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 5,541,568 | 3,079,936 | 4,914,601 | 3,427,285 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 5,541,568 | 3,079,936 | 4,914,601 | 4,382,631 | |
Adjustments [Member] | |||||
REVENUE | $ 3,323,970 | ||||
COST OF REVENUE | $ 2,866,011 | ||||
GROSS PROFIT | |||||
OPERATING EXPENSES | |||||
Selling, general and administrative expenses | $ 362,607 | ||||
Professional fees and related expenses | $ 2,570 | ||||
Forgiveness of accrued officer compensation | |||||
TOTAL OPERATING EXPENSES | |||||
OPERATING INCOME (LOSS) | |||||
OTHER EXPENSE, non-operating | |||||
Gain on acquisition, bargain purchase of JD | $ 39,208 | ||||
Gain on extinguishment of debt | |||||
Interest expense, net | $ 53,560 | ||||
TOTAL OTHER EXPENSE (INCOME), non-operating | |||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | |||||
PROVISION FOR INCOME TAXES | |||||
NET (LOSS) INCOME | |||||
BASIC (LOSS) INCOME PER SHARE | |||||
DILUTED (LOSS) INCOME PER SHARE | |||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | |||||
Total [Member] | |||||
REVENUE | $ 9,745,486 | ||||
COST OF REVENUE | 8,445,509 | ||||
GROSS PROFIT | 1,299,977 | ||||
OPERATING EXPENSES | |||||
Selling, general and administrative expenses | 1,149,273 | ||||
Professional fees and related expenses | 150,105 | ||||
Forgiveness of accrued officer compensation | (79,195) | ||||
TOTAL OPERATING EXPENSES | 1,220,183 | ||||
OPERATING INCOME (LOSS) | 79,794 | ||||
OTHER EXPENSE, non-operating | |||||
Gain on acquisition, bargain purchase of JD | (1,580,863) | ||||
Gain on extinguishment of debt | (10,329) | ||||
Interest expense, net | 467,340 | ||||
TOTAL OTHER EXPENSE (INCOME), non-operating | (1,123,852) | ||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ 1,203,646 | ||||
PROVISION FOR INCOME TAXES | |||||
NET (LOSS) INCOME | $ 1,203,646 | ||||
BASIC (LOSS) INCOME PER SHARE | $ 0.35 | ||||
DILUTED (LOSS) INCOME PER SHARE | $ 0.27 | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,427,285 | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 4,382,631 | ||||
NAS [Member] | |||||
REVENUE | |||||
COST OF REVENUE | |||||
GROSS PROFIT | |||||
OPERATING EXPENSES | |||||
Selling, general and administrative expenses | $ 111,457 | ||||
Professional fees and related expenses | 145,134 | ||||
Forgiveness of accrued officer compensation | (79,195) | ||||
TOTAL OPERATING EXPENSES | 177,396 | ||||
OPERATING INCOME (LOSS) | $ (177,396) | ||||
OTHER EXPENSE, non-operating | |||||
Gain on acquisition, bargain purchase of JD | |||||
Gain on extinguishment of debt | $ (10,329) | ||||
Interest expense, net | 173,833 | ||||
TOTAL OTHER EXPENSE (INCOME), non-operating | 163,504 | ||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ (340,900) | ||||
PROVISION FOR INCOME TAXES | |||||
NET (LOSS) INCOME | $ (340,900) | ||||
BASIC (LOSS) INCOME PER SHARE | $ (0.10) | ||||
DILUTED (LOSS) INCOME PER SHARE | $ (0.10) | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,427,285 | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,427,285 | ||||
JD [Member] | |||||
REVENUE | $ 6,421,516 | ||||
COST OF REVENUE | 5,579,498 | ||||
GROSS PROFIT | 842,018 | ||||
OPERATING EXPENSES | |||||
Selling, general and administrative expenses | 675,209 | ||||
Professional fees and related expenses | $ 2,401 | ||||
Forgiveness of accrued officer compensation | |||||
TOTAL OPERATING EXPENSES | $ 677,610 | ||||
OPERATING INCOME (LOSS) | 164,408 | ||||
OTHER EXPENSE, non-operating | |||||
Gain on acquisition, bargain purchase of JD | $ (1,620,071) | ||||
Gain on extinguishment of debt | |||||
Interest expense, net | $ 239,947 | ||||
TOTAL OTHER EXPENSE (INCOME), non-operating | (1,380,124) | ||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ 1,544,532 | ||||
PROVISION FOR INCOME TAXES | |||||
NET (LOSS) INCOME | $ 1,544,532 | ||||
BASIC (LOSS) INCOME PER SHARE | |||||
DILUTED (LOSS) INCOME PER SHARE | |||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED |
Loans, capital lease and line45
Loans, capital lease and lines of credit (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Feb. 28, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Feb. 27, 2015 | Dec. 31, 2014 | Apr. 22, 2014 | Apr. 02, 2014 | |
Debt Instrument [Line Items] | |||||||
Maturity date | Jan. 30, 2020 | ||||||
Original amount of loan | $ 28,000 | $ 50,000 | |||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 12,888,372 | $ 13,173,815 | |||||
Less: current portion | (3,722,991) | (4,507,322) | |||||
Total long-term liabilities | 9,165,381 | 8,666,493 | |||||
Mandatorily redeemable contingent liability | $ 100,000 | 100,000 | |||||
Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
LIBOR spread | 3.85% | ||||||
Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
LIBOR spread | 4.04% | ||||||
Long Term Debt One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Feb. 10, 2019 | ||||||
Original amount of loan | $ 43,395 | ||||||
Interest rate | 4.01% | ||||||
Total debt liabilities | $ 27,802 | 31,284 | |||||
Long Term Debt Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Dec. 19, 2014 | ||||||
Maturity date | Dec. 19, 2019 | ||||||
Original amount of loan | $ 1,940,969 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 1,431,873 | 1,552,775 | |||||
Long Term Debt Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Nov. 9, 2016 | ||||||
Original amount of loan | $ 186,549 | ||||||
Interest rate | 5.95% | ||||||
Total debt liabilities | $ 71,543 | 95,262 | |||||
Long Term Debt Four [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Apr. 8, 2014 | ||||||
Maturity date | May 1, 2019 | ||||||
Original amount of loan | $ 1,480,412 | ||||||
Interest rate | 7.10% | ||||||
Total debt liabilities | $ 1,200,072 | 1,331,116 | |||||
Long Term Debt Five [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Mar. 28, 2023 | ||||||
Original amount of loan | $ 2,650,000 | ||||||
Interest rate | 6.00% | ||||||
Total debt liabilities | $ 2,165,299 | 2,274,936 | |||||
Long Term Debt Six [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Mar. 16, 2016 | ||||||
Original amount of loan | $ 23,700 | ||||||
Interest rate | 4.34% | ||||||
Total debt liabilities | $ 0 | 10,129 | |||||
Long Term Debt Seven [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Sep. 28, 2015 | ||||||
Original amount of loan | $ 28,700 | ||||||
Interest rate | 6.54% | ||||||
Total debt liabilities | $ 0 | 10,268 | |||||
Long Term Debt Eight [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Sep. 28, 2016 | ||||||
Original amount of loan | $ 44,576 | ||||||
Interest rate | 3.74% | ||||||
Total debt liabilities | $ 0 | 2,903 | |||||
Long Term Debt Nine [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Jun. 5, 2016 | ||||||
Original amount of loan | $ 88,575 | ||||||
Interest rate | 7.89% | ||||||
Total debt liabilities | $ 0 | 37,253 | |||||
Long Term Debt Ten [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Feb. 28, 2015 | ||||||
Original amount of loan | $ 56,372 | ||||||
Interest rate | 6.49% | ||||||
Total debt liabilities | $ 0 | 9,858 | |||||
Long Term Debt Eleven [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Mar. 29, 2017 | ||||||
Original amount of loan | $ 73,005 | ||||||
Interest rate | 7.89% | ||||||
Total debt liabilities | $ 0 | 37,946 | |||||
Long Term Debt Twelve [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Oct. 29, 2015 | ||||||
Original amount of loan | $ 36,700 | ||||||
Interest rate | 6.54% | ||||||
Total debt liabilities | $ 0 | 3,829 | |||||
Long Term Debt Thirteen [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Oct. 29, 2015 | ||||||
Original amount of loan | $ 34,400 | ||||||
Interest rate | 6.54% | ||||||
Total debt liabilities | $ 0 | 3,589 | |||||
Long Term Debt Fourteen [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Sep. 30, 2015 | ||||||
Original amount of loan | $ 94,000 | ||||||
Interest rate | 5.74% | ||||||
Total debt liabilities | $ 0 | 16,050 | |||||
Long Term Debt Fifteen [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Sep. 16, 2016 | ||||||
Original amount of loan | $ 45,994 | ||||||
Interest rate | 8.29% | ||||||
Total debt liabilities | $ 0 | 23,049 | |||||
Long Term Debt Sixteen [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Aug. 1, 2017 | ||||||
Original amount of loan | $ 43,110 | ||||||
Interest rate | 5.04% | ||||||
Total debt liabilities | $ 0 | 33,693 | |||||
Long Term Debt Seventeen [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Aug. 11, 2014 | ||||||
Maturity date | Jun. 11, 2015 | ||||||
Original amount of loan | $ 600,000 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 0 | 372,109 | |||||
Long Term Debt Eighteen [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Aug. 11, 2014 | ||||||
Maturity date | Jun. 11, 2015 | ||||||
Original amount of loan | $ 210,000 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 0 | 130,238 | |||||
Long Term Debt Nineteen [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Mar. 12, 2016 | ||||||
Original amount of loan | $ 326,746 | ||||||
Interest rate | 6.00% | ||||||
Total debt liabilities | $ 0 | 98,478 | |||||
Long Term Debt Twenty [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Sep. 1, 2014 | ||||||
Maturity date | Jul. 1, 2019 | ||||||
Original amount of loan | $ 213,600 | ||||||
Interest rate | 6.96% | ||||||
Total debt liabilities | $ 182,973 | 202,093 | |||||
Long Term Debt Twenty One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Sep. 1, 2014 | ||||||
Maturity date | Dec. 21, 2018 | ||||||
Original amount of loan | $ 203,789 | ||||||
Interest rate | 6.93% | ||||||
Total debt liabilities | $ 180,307 | 194,574 | |||||
Long Term Debt Twenty Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Sep. 1, 2014 | ||||||
Maturity date | Aug. 1, 2016 | ||||||
Original amount of loan | $ 48,000 | ||||||
Interest rate | 9.11% | ||||||
Total debt liabilities | $ 27,134 | 42,669 | |||||
Long Term Debt Twenty Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Sep. 9, 2018 | ||||||
Original amount of loan | $ 189,151 | ||||||
Interest rate | 6.42% | ||||||
Total debt liabilities | $ 114,050 | 129,135 | |||||
Long Term Debt Twenty Four [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Jul. 1, 2018 | ||||||
Original amount of loan | $ 153,944 | ||||||
Interest rate | 7.20% | ||||||
Total debt liabilities | $ 87,634 | 100,047 | |||||
Long Term Debt Twenty Five [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Sep. 26, 2017 | ||||||
Original amount of loan | $ 262,350 | ||||||
Interest rate | 4.00% | ||||||
Total debt liabilities | $ 129,032 | 155,136 | |||||
Long Term Debt Twenty Six [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 20, 2015 | ||||||
Maturity date | Feb. 20, 2020 | ||||||
Original amount of loan | $ 600,000 | ||||||
Interest rate | 8.62% | ||||||
Total debt liabilities | $ 559,248 | 0 | |||||
Long Term Debt Twenty Seven [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Jun. 25, 2015 | ||||||
Maturity date | Jun. 25, 2020 | ||||||
Original amount of loan | $ 840,406 | ||||||
Interest rate | 0.00% | ||||||
Total debt liabilities | $ 840,406 | 0 | |||||
Long Term Debt Twenty Eight [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Nov. 9, 2016 | ||||||
Original amount of loan | $ 347,520 | ||||||
Interest rate | 6.00% | ||||||
Total debt liabilities | $ 135,530 | 159,427 | |||||
Long Term Debt Twenty Nine [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Oct. 26, 2018 | ||||||
Original amount of loan | $ 41,540 | ||||||
Interest rate | 2.99% | ||||||
Total debt liabilities | $ 28,999 | 33,069 | |||||
Long Term Debt Thirty [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Oct. 15, 2026 | ||||||
Original amount of loan | $ 150,000 | ||||||
Interest rate | 4.86% | ||||||
Total debt liabilities | $ 121,018 | 125,108 | |||||
Long Term Debt Thirty One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Oct. 10, 2016 | ||||||
Original amount of loan | $ 101,091 | ||||||
Interest rate | 4.57% | ||||||
Total debt liabilities | $ 21,323 | 31,998 | |||||
Long Term Debt Thirty Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | Sep. 30, 2017 | ||||||
Original amount of loan | $ 7,680,000 | ||||||
Interest rate | 4.57% | ||||||
Total debt liabilities | $ 4,042,056 | 4,622,482 | |||||
Long Term Debt Thirty Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Original amount of loan | $ 0 | ||||||
Interest rate | 0.00% | ||||||
Total debt liabilities | $ 422,302 | 586,621 | |||||
Long Term Debt Thirty Four [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 24, 2014 | ||||||
Maturity date | May 1, 2017 | ||||||
Original amount of loan | $ 176,234 | ||||||
Interest rate | 12.00% | ||||||
Total debt liabilities | $ 101,616 | 117,799 | |||||
Long Term Debt Thirty Five [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Jun. 1, 2015 | ||||||
Maturity date | May 31, 2016 | ||||||
Original amount of loan | $ 668,233 | ||||||
Interest rate | 6.00% | ||||||
Total debt liabilities | $ 668,233 | 217,128 | |||||
Long Term Debt Thirty Six [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Jan. 15, 2009 | ||||||
Original amount of loan | $ 33,591 | ||||||
Interest rate | 0.00% | ||||||
Total debt liabilities | $ 33,591 | 33,591 | |||||
Long Term Debt Thirty Seven [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Sep. 19, 2013 | ||||||
Maturity date | Sep. 19, 2016 | ||||||
Original amount of loan | $ 20,000 | ||||||
Interest rate | 12.00% | ||||||
Total debt liabilities | $ 20,000 | 20,000 | |||||
Long Term Debt Thirty Eight [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Nov. 1, 2013 | ||||||
Maturity date | Nov. 1, 2015 | ||||||
Original amount of loan | $ 50,000 | ||||||
Interest rate | 12.00% | ||||||
Total debt liabilities | $ 50,000 | 50,000 | |||||
Long Term Debt Thirty Nine [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Apr. 1, 2009 | ||||||
Original amount of loan | $ 71,000 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 71,000 | 71,000 | |||||
Long Term Debt Fourty [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Apr. 1, 2009 | ||||||
Original amount of loan | $ 79,913 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 79,913 | 79,913 | |||||
Long Term Debt Fourty One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Dec. 31, 2010 | ||||||
Original amount of loan | $ 9,500 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 9,500 | 9,500 | |||||
Long Term Debt Fourty Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Dec. 31, 2010 | ||||||
Original amount of loan | $ 9,760 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 9,760 | 9,760 | |||||
Long Term Debt Fourty Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Dec. 31, 2010 | ||||||
Original amount of loan | $ 13,000 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 13,000 | 13,000 | |||||
Long Term Debt Fourty Four [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 28, 2014 | ||||||
Maturity date | Mar. 9, 2016 | ||||||
Original amount of loan | $ 50,000 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 43,158 | 50,000 | |||||
Long Term Debt Fourty Five [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Jul. 25, 2014 | ||||||
Maturity date | Jan. 25, 2015 | ||||||
Original amount of loan | $ 30,000 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 0 | 30,000 | |||||
Long Term Debt Fourty Six [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Dec. 9, 2014 | ||||||
Maturity date | Jun. 6, 2015 | ||||||
Original amount of loan | $ 15,000 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 0 | $ 15,000 | |||||
Zions First National Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unsecured line of credit | 500,000 | ||||||
Line of credit balance | $ 422,302 | ||||||
Restricted Common Stock [Member] | Mandatorily redeemable common stock [Member] | |||||||
Debt Instrument [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 | ||||||
Mandatorily redeemable contingent liability | $ 100,000 |
Convertible notes (Details)
Convertible notes (Details) - USD ($) | Jun. 03, 2015 | Mar. 12, 2015 | Mar. 11, 2015 | Feb. 12, 2015 | Jun. 30, 2015 | Mar. 21, 2015 | Feb. 28, 2015 | Feb. 27, 2015 | Jan. 31, 2015 | Jan. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Apr. 22, 2014 | Apr. 02, 2014 |
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 1,658,832 | $ 1,658,832 | $ 1,143,500 | |||||||||||
Less: Debt discount | (407,314) | (407,314) | (577,849) | |||||||||||
Total Current portion convertible debt | (870,117) | (870,117) | (158,737) | |||||||||||
Total Long-term portion of convertible debt | $ 381,401 | $ 381,401 | 406,914 | |||||||||||
Interest rate | 10.00% | |||||||||||||
Principal amount of debt | $ 28,000 | $ 50,000 | ||||||||||||
Maturity date | Jan. 30, 2020 | |||||||||||||
Convertible promissory note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 6.00% | 8.00% | 8.00% | 9.00% | 10.00% | 8.00% | 8.00% | 9.00% | ||||||
Principal amount of debt | $ 46,000 | $ 55,000 | $ 35,000 | $ 180,000 | $ 205,082 | $ 35,000 | $ 110,250 | $ 64,000 | $ 205,082 | |||||
Maturity date | Jun. 3, 2016 | Jul. 25, 2014 | Jan. 1, 2016 | Sep. 30, 2015 | Mar. 29, 2015 | Nov. 3, 2015 | ||||||||
Purchase price of debt | 125,000 | |||||||||||||
Convertible promissory note OID | $ 50,000 | $ 55,000 | $ 50,000 | |||||||||||
Convertible promissory note OID percent | 10.00% | 5.00% | ||||||||||||
Convertible promissory note [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 24.00% | |||||||||||||
Convertible promissory note [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 8.00% | |||||||||||||
Convertible Notes Issued October First 2014 One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 250,000 | $ 250,000 | 250,000 | |||||||||||
Loan date | Oct. 1, 2014 | |||||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||||
Debt term | 3 years | |||||||||||||
Conversion price per share | $ 2.50 | $ 2.50 | ||||||||||||
Convertible Notes Issued October First 2014 Two [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 245,000 | $ 245,000 | 245,000 | |||||||||||
Loan date | Oct. 1, 2014 | |||||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||||
Debt term | 3 years | |||||||||||||
Conversion price per share | $ 2.50 | $ 2.50 | ||||||||||||
Convertible Notes Issued December Sixteen 2014 One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 250,000 | $ 250,000 | 250,000 | |||||||||||
Loan date | Dec. 16, 2014 | |||||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||||
Debt term | 1 year | |||||||||||||
Discount on conversion rate | 40.00% | |||||||||||||
Conversion price per share | $ 2 | $ 2 | ||||||||||||
Convertible Notes Issued October Twenty 2014 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | 45,000 | |||||||||||||
Loan date | Oct. 20, 2014 | |||||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||||
Debt term | 3 years | |||||||||||||
Conversion price per share | $ 2.50 | $ 2.50 | ||||||||||||
Convertible Notes Issued December Sixteen 2014 Two [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 149,500 | $ 149,500 | 249,500 | |||||||||||
Loan date | Dec. 16, 2014 | |||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||
Debt term | 1 year | |||||||||||||
Discount on conversion rate | 40.00% | |||||||||||||
Convertible Notes Issued December Sixteen 2014 Three [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 64,000 | $ 64,000 | $ 104,000 | |||||||||||
Loan date | Dec. 16, 2014 | |||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Debt term | 9 months | |||||||||||||
Convertible note issued on June 30, 2015 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 205,082 | $ 205,082 | ||||||||||||
Loan date | Jun. 30, 2015 | |||||||||||||
Interest rate | 9.00% | 9.00% | ||||||||||||
Debt term | 2 months | |||||||||||||
Convertible note issued on January 30, 2015 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 64,000 | $ 64,000 | ||||||||||||
Loan date | Jan. 30, 2015 | |||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Debt term | 10 months | |||||||||||||
Discount on conversion rate | 42.00% | |||||||||||||
Convertible note issued on February 12, 2015 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 180,000 | $ 180,000 | ||||||||||||
Loan date | Feb. 12, 2015 | |||||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||||
Debt term | 6 months | |||||||||||||
Discount on conversion rate | 30.00% | |||||||||||||
Convertible note issued on February 27, 2015 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 110,250 | $ 110,250 | ||||||||||||
Loan date | Feb. 27, 2015 | |||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Debt term | 1 year | |||||||||||||
Discount on conversion rate | 40.00% | |||||||||||||
Convertible note issued on March 12, 2015 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 55,000 | $ 55,000 | ||||||||||||
Loan date | Mar. 12, 2015 | |||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Debt term | 1 year | |||||||||||||
Discount on conversion rate | 40.00% | |||||||||||||
Convertible note issued on March 12, 2015 One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 5,000 | $ 5,000 | ||||||||||||
Loan date | Mar. 12, 2015 | |||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Debt term | 1 year | |||||||||||||
Discount on conversion rate | 40.00% | |||||||||||||
Convertible note issued on March 20, 2015 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 35,000 | $ 35,000 | ||||||||||||
Loan date | Mar. 20, 2015 | |||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||
Debt term | 6 months | |||||||||||||
Discount on conversion rate | 40.00% | |||||||||||||
Convertible note issued on June 3, 2015 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total | $ 46,000 | $ 46,000 | ||||||||||||
Loan date | Jun. 3, 2015 | |||||||||||||
Interest rate | 6.00% | 6.00% | ||||||||||||
Debt term | 1 year | |||||||||||||
Discount on conversion rate | 42.00% |
Operating lease agreement (Deta
Operating lease agreement (Details) - 6 months ended Jun. 30, 2015 - Operating Lease Corporate Offices Las Vegas Nevada [Member] - USD ($) | Total |
Operating Leased Assets [Line Items] | |
Lease inception date | Jul. 1, 2014 |
Lease expiration date | Jun. 30, 2015 |
Monthly rent expense | $ 750 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||
Feb. 28, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | May. 31, 2015 | Feb. 27, 2015 | Apr. 22, 2014 | Apr. 02, 2014 | Feb. 24, 2014 | |
Related Party Transaction [Line Items] | ||||||||
Original amount of loan | $ 28,000 | $ 50,000 | ||||||
Convertible Debt | $ 110,000 | |||||||
Maturity date | Jan. 30, 2020 | |||||||
Interest rate | 10.00% | |||||||
Interest expense | $ 59,257 | $ 1,779 | ||||||
JD [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease rent expense per month | 10,500 | |||||||
Rent expense | 63,000 | |||||||
Jd Field Services Inc [Member] | Beneficial Owner of Five Percent or More Equity [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Original amount of loan | $ 500,000 | |||||||
Interest rate | 7.05% | |||||||
Balance due to related party | 502,841 | |||||||
Accrued interest payable | 9,597 | |||||||
Jd Field Services Inc [Member] | Director and Beneficial Owner of Five Percent or More Equity [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Balance due to related party | 607,552 | |||||||
Accrued interest payable | 40,010 | |||||||
Additional amount owed | $ 54,120 | |||||||
Jd Field Services Inc [Member] | Independent Director One [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Original amount of loan | $ 474,667 | |||||||
Interest rate | 5.00% | 6.00% | ||||||
Additional amount owed | $ 78,765 |
Fair Value (Fair value of debt
Fair Value (Fair value of debt conversion feature liability) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Derivative liability | ||
Debt conversion feature | $ 1,060,961 | $ 1,189,718 |
Total financial liabilities | $ 1,060,961 | $ 1,189,718 |
Level 1 [Member] | ||
Derivative liability | ||
Debt conversion feature | ||
Total financial liabilities | ||
Level 2 [Member] | ||
Derivative liability | ||
Debt conversion feature | ||
Total financial liabilities | ||
Level 3 [Member] | ||
Derivative liability | ||
Debt conversion feature | $ 1,060,961 | $ 1,189,718 |
Total financial liabilities | $ 1,060,961 | $ 1,189,718 |
Fair Value (Debt conversion fea
Fair Value (Debt conversion feature liabilities measured at fair value on a recurring basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Beginning balance | $ (2,011,258) | $ (1,189,718) | ||
Additions | (160,747) | (1,727,705) | ||
Adjustments resulting from changes in fair value recognized in earnings | 777,001 | 1,494,377 | ||
Settlement through conversion of debt | 334,043 | 362,085 | ||
Ending balance | $ (1,060,961) | $ (1,060,961) |
Fair Value (Valuation technique
Fair Value (Valuation techniques and significant unobservable inputs fair value for significant Level 3 liabilities) (Details) - Level 3 [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Assets | ||
Fair Value, Liabilities | $ 1,060,961 | $ 1,189,718 |
Valuation Technique | Binomial option pricing model | Binomial option pricing model |
Volatility | 303.94% | 271.84% |
Minimum [Member] | ||
Expected term (years) | 1 month 13 days | 8 months 16 days |
Maximum [Member] | ||
Expected term (years) | 2 years 1 month 17 days | 2 years 6 months 29 days |
Stockholders' deficit (Schedule
Stockholders' deficit (Schedule of Assumptions) (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | ||
Expected volatility | 675.65% | 297.60% |
Weighted-average volatility | 675.65% | 297.60% |
Expected dividends | $ 0 | $ 0 |
Expected term (in years) | 1 year | 1 year 6 months |
Risk-free rate | 0.06% | 0.06% |
Stockholders' deficit (Schedu53
Stockholders' deficit (Schedule of Non-Vested Warrants) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, non-vested | 184,000 | |
Granted, non-vested, Weighted average price of warrants | $ 0.50 | |
Non Vested Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, non-vested | 184,000 | |
Granted, non-vested, Weighted average price of warrants | $ 0.50 | |
Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, non-vested | 35,000 | |
Granted, non-vested, Weighted average price of warrants | $ 1.65 | |
Non Vested Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, non-vested | 35,000 | |
Granted, non-vested, Weighted average price of warrants | $ 1.65 |
Stockholders' deficit (Narrativ
Stockholders' deficit (Narrative) (Details) - USD ($) | Jun. 15, 2015 | Jun. 04, 2015 | Jun. 01, 2015 | May. 05, 2015 | Apr. 09, 2015 | Jun. 29, 2015 | Jun. 29, 2015 | Jun. 26, 2015 | Jun. 25, 2015 | Jun. 22, 2015 | Jun. 19, 2015 | Jun. 16, 2015 | May. 22, 2015 | May. 21, 2015 | May. 19, 2015 | Apr. 23, 2015 | Apr. 17, 2015 | Apr. 15, 2015 | Mar. 31, 2015 | Feb. 20, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Jul. 08, 2015 | Sep. 11, 2014 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | |||||||||||||||||||||
Increase number of authorized shares of common stock | 150,000,000 | |||||||||||||||||||||||
Stock payable | $ 314,126 | |||||||||||||||||||||||
Non vested options amount expensed | 48,131 | |||||||||||||||||||||||
Expense | 9,619 | |||||||||||||||||||||||
June 29, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 219,106 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 25,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.1141 | $ 0.1141 | ||||||||||||||||||||||
June 26, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 180,181 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 20,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.1181 | |||||||||||||||||||||||
June 25, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 127,011 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 15,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.1181 | |||||||||||||||||||||||
June 22, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 65,873 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 8,300 | |||||||||||||||||||||||
Conversion price per share | $ 0.126 | |||||||||||||||||||||||
June 19, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 47,620 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 10,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.21 | |||||||||||||||||||||||
June 16, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 380,952 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 40,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.105 | |||||||||||||||||||||||
June 15, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 79,366 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 10,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.126 | |||||||||||||||||||||||
June 1, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 50,505 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 10,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.198 | |||||||||||||||||||||||
May 21, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 75,758 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 10,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.132 | |||||||||||||||||||||||
May 19, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 37,879 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 5,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.132 | |||||||||||||||||||||||
May 5, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 45,045 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 10,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.222 | |||||||||||||||||||||||
April 23, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 16,502 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 10,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.606 | |||||||||||||||||||||||
April 15, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 33,333 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 15,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.45 | |||||||||||||||||||||||
March 31, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 8,750 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 1,750 | |||||||||||||||||||||||
Conversion price per share | $ 0.20 | |||||||||||||||||||||||
March 27, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 14,620 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 10,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.68 | |||||||||||||||||||||||
March 23, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 15,500 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 15,500 | |||||||||||||||||||||||
Conversion price per share | $ 1 | |||||||||||||||||||||||
March 16, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 13,889 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 10,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.72 | |||||||||||||||||||||||
March 2, 2015 [Member] | ||||||||||||||||||||||||
Shares issued for notes payable conversion | 12,077 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 10,000 | |||||||||||||||||||||||
Conversion price per share | $ 0.82 | |||||||||||||||||||||||
Consulting Agreement Two [Member] | June 22, 2015 [Member] | ||||||||||||||||||||||||
Common shares issued | 461,539 | |||||||||||||||||||||||
Consulting Agreement One [Member] | June 22, 2015 [Member] | ||||||||||||||||||||||||
Common shares issued | 25,000 | |||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||
Shares issued | 10,000 | |||||||||||||||||||||||
Common shares issued | 40,000 | 128,720 | ||||||||||||||||||||||
Common shares issued, value | $ 34,000 | $ 19,308 | ||||||||||||||||||||||
Common shares issued price per share | $ 0.85 | $ 0.15 | ||||||||||||||||||||||
Consulting Agreement [Member] | June 22, 2015 [Member] | ||||||||||||||||||||||||
Common shares issued | 486,539 | |||||||||||||||||||||||
Common shares issued, value | $ 136,231 | |||||||||||||||||||||||
Common shares issued price per share | $ 0.28 | |||||||||||||||||||||||
Consulting Agreement [Member] | April 17, 2015 [Member] | ||||||||||||||||||||||||
Shares issued | 25,000 | |||||||||||||||||||||||
Common shares issued | 50,000 | |||||||||||||||||||||||
Common shares issued, value | $ 50,500 | |||||||||||||||||||||||
Common shares issued price per share | $ 1.01 | |||||||||||||||||||||||
Convertible Notes Issued January 9, 2015 [Member] | ||||||||||||||||||||||||
Issued date | Jan. 9, 2015 | |||||||||||||||||||||||
Shares issued for notes payable conversion | 160,890 | |||||||||||||||||||||||
Debt amount converted into common stock | $ 32,178 | |||||||||||||||||||||||
Conversion price per share | $ 0.20 | |||||||||||||||||||||||
Stock Purchase Agreements [Member] | ||||||||||||||||||||||||
Shares granted | 3,776,154 | |||||||||||||||||||||||
Value of shares granted | $ 490,900 | |||||||||||||||||||||||
Stock payable | $ 255,900 | |||||||||||||||||||||||
Option term | 2 years | |||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||
Shares granted | 110,000 | |||||||||||||||||||||||
Price per share granted | $ 1.65 | |||||||||||||||||||||||
Value of shares granted | $ 181,500 | |||||||||||||||||||||||
Issued date | Jan. 9, 2015 | |||||||||||||||||||||||
Chief Executive Officer [Member] | Amended Agreement [Member] | ||||||||||||||||||||||||
Shares granted | 35,000 | |||||||||||||||||||||||
Price per share granted | $ 0.01 | |||||||||||||||||||||||
Option term | 18 months | |||||||||||||||||||||||
Valuation model | Black-Scholes | |||||||||||||||||||||||
Board of Directors [Member] | June 4, 2015 [Member] | ||||||||||||||||||||||||
Shares granted | 200,000 | |||||||||||||||||||||||
Price per share granted | $ 0.45 | |||||||||||||||||||||||
Value of shares granted | $ 90,000 | |||||||||||||||||||||||
Issued date | Jun. 15, 2015 | |||||||||||||||||||||||
Board of Directors [Member] | May 22, 2015 [Member] | ||||||||||||||||||||||||
Common shares issued | 1,200,000 | |||||||||||||||||||||||
Common shares issued, value | $ 540,000 | |||||||||||||||||||||||
Common shares issued price per share | $ 0.45 |
Acquisitions (Fair Value of Bus
Acquisitions (Fair Value of Business Acquisition) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Feb. 24, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Purchase Price | |||
Less: Stock for consideration | $ (413,000) | ||
Bargain purchase option | $ 1,464,515 | ||
JD Field Services, Inc [Member] | |||
ASSETS | |||
Cash | $ 104,816 | ||
Accounts receivable | 1,887,074 | ||
Prepaid expense | 152,892 | ||
Fixed Assets | 14,138,387 | ||
Intangible assets, net | 283,000 | ||
Deferred financing fees, net | 29,402 | ||
LIABILITIES | |||
A/P, accrued, loans and LOC | (14,718,056) | ||
Fair Market Value of Net Identifiable Assets on 2/24/2014 | 1,877,515 | ||
Purchase Price | |||
Less: Stock for consideration | (413,000) | ||
Bargain purchase option | 1,464,515 | ||
Less: Bargain purchase option value previously recognized | (1,620,071) | ||
Re-measurement Balance of bargain purchase option as of February 24, 2014 | $ 155,556 |
Acquisitions (Income Statement)
Acquisitions (Income Statement) (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | ||
Condensed Income Statements, Captions [Line Items] | |||||||
TOTAL OPERATING LOSS | $ (2,943,251) | $ (178,276) | $ (2,200,602) | $ (12,977) | |||
OTHER (INCOME) / EXPENSE | |||||||
Interest expense, net | (1,734,474) | (288,568) | $ (2,404,187) | (413,777) | |||
Gain on bargain purchase of JD | (1,464,515) | ||||||
TOTAL OTHER (INCOME) / EXPENSE | (1,734,474) | (278,239) | $ (2,404,187) | (403,448) | |||
NET (LOSS) INCOME | $ (3,900,723) | $ (456,515) | $ (3,110,412) | $ 1,048,090 | |||
BASIC (LOSS) INCOME PER SHARE | $ (0.7) | $ (0.15) | $ (0.63) | $ 0.31 | |||
DILUTED (LOSS) INCOME PER SHARE | $ (0.7) | $ (0.15) | $ (0.63) | $ 0.24 | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 5,541,568 | 3,079,936 | 4,914,601 | 3,427,285 | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 5,541,568 | 3,079,936 | 4,914,601 | 4,382,631 | |||
As originally reported [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
TOTAL OPERATING LOSS | $ 606,113 | $ (12,977) | $ 762,856 | ||||
OTHER (INCOME) / EXPENSE | |||||||
Interest expense, net | $ (669,713) | 413,777 | (1,584,028) | ||||
Gain on extinguishment of debt | (10,329) | ||||||
Gain on bargain purchase of JD | (1,620,071) | 1,620,071 | |||||
TOTAL OTHER (INCOME) / EXPENSE | $ (669,713) | (1,216,623) | (450,766) | ||||
NET (LOSS) INCOME | $ (63,600) | $ 1,203,646 | $ 312,090 | ||||
BASIC (LOSS) INCOME PER SHARE | $ (0.02) | $ 0.35 | $ 0.08 | ||||
DILUTED (LOSS) INCOME PER SHARE | $ (0.02) | $ 0.27 | $ 0.06 | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,819,223 | 3,427,285 | 3,705,626 | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,819,223 | 4,382,631 | 5,319,186 | ||||
Measurement Period Adjustment [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
TOTAL OPERATING LOSS | |||||||
OTHER (INCOME) / EXPENSE | |||||||
Interest expense, net | |||||||
Gain on extinguishment of debt | |||||||
Gain on bargain purchase of JD | [1] | $ 155,556 | |||||
TOTAL OTHER (INCOME) / EXPENSE | 155,556 | ||||||
NET (LOSS) INCOME | $ 155,556 | ||||||
BASIC (LOSS) INCOME PER SHARE | |||||||
DILUTED (LOSS) INCOME PER SHARE | |||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | |||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | |||||||
As Retrospectively Adjusted [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
TOTAL OPERATING LOSS | $ (12,977) | ||||||
OTHER (INCOME) / EXPENSE | |||||||
Interest expense, net | 413,777 | ||||||
Gain on extinguishment of debt | (10,329) | ||||||
Gain on bargain purchase of JD | (1,464,515) | ||||||
TOTAL OTHER (INCOME) / EXPENSE | (1,061,067) | ||||||
NET (LOSS) INCOME | $ 1,048,090 | ||||||
BASIC (LOSS) INCOME PER SHARE | $ 0.31 | ||||||
DILUTED (LOSS) INCOME PER SHARE | $ 0.24 | ||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,427,285 | ||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 4,382,631 | ||||||
[1] | Adjustment reflects reduction in gain on bargain purchase under re-measurement as per guidance of FASB ASC 805. |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | Aug. 12, 2015 | Aug. 10, 2015 | Aug. 06, 2015 | Aug. 04, 2015 | Jul. 15, 2015 | Jul. 10, 2015 | Jul. 09, 2015 | Jul. 28, 2015 | Jul. 23, 2015 | Jul. 21, 2015 | Jul. 20, 2015 | Feb. 28, 2015 | Aug. 21, 2015 | Aug. 20, 2015 | Jul. 06, 2015 | Jun. 30, 2015 | Jun. 29, 2015 | Feb. 27, 2015 | Dec. 31, 2014 |
Shares issued, shares | 7,999,854 | 4,019,738 | |||||||||||||||||
Par value of shares issued | $ 0.001 | $ 0.001 | |||||||||||||||||
Shares Issued, Value | $ 7,999 | $ 4,020 | |||||||||||||||||
Convertible promissory note | $ 110,000 | ||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||
Maturity date | Jan. 30, 2020 | ||||||||||||||||||
Disccount rate percentage | 40.00% | ||||||||||||||||||
Common stock aggreagate | 3,776,154 | ||||||||||||||||||
Common stock warrant to purchase | 3,776,153 | ||||||||||||||||||
Common stock warrant to purchase consideration | $ 490,900 | ||||||||||||||||||
Jeffrey Krueger [Member] | |||||||||||||||||||
Common stock aggreagate | 1,538,462 | ||||||||||||||||||
Common stock warrant to purchase | 1,538,462 | ||||||||||||||||||
Common stock warrant to purchase consideration | $ 200,000 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Shares issued, shares | 120,000 | 184,729 | |||||||||||||||||
Par value of shares issued | $ 0.11 | $ 0.0812 | |||||||||||||||||
Shares Issued, Value | $ 13,200 | $ 15,000 | |||||||||||||||||
Shares issued for notes payable conversion | 423,566 | 423,566 | 584,167 | 220,075 | 307,468 | 333,334 | 416,667 | 360,577 | 367,884 | ||||||||||
Conversion price per share | $ 0.0244 | $ 0.0244 | $ 0.024 | $ 0.024 | $ 0.0549 | $ 0.06 | $ 0.024 | $ 0.0416 | $ 0.0398 | ||||||||||
Debt amount converted into common stock | $ 10,335 | $ 10,337 | $ 14,020 | $ 5,282 | $ 16,880 | $ 20,000 | $ 10,000 | $ 15,000 | $ 14,640 | ||||||||||
Convertible promissory note | $ 250,000 | ||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||
Subsequent Event [Member] | Jeffrey Krueger [Member] | |||||||||||||||||||
Shares issued, shares | 3,776,153 | ||||||||||||||||||
Conversion price per share | $ 0.05 | ||||||||||||||||||
Convertible promissory note | $ 10,000 | ||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||
Maturity date | Jan. 15, 2016 | ||||||||||||||||||
Note premium percentage | 135.00% | ||||||||||||||||||
Subsequent Event [Member] | Transaction One [Member] | |||||||||||||||||||
Shares issued, shares | 150,000 | ||||||||||||||||||
Shares Issued, Value | $ 10,000 | ||||||||||||||||||
Shares issued for notes payable conversion | 177,401 | ||||||||||||||||||
Conversion price per share | $ 0.0354 | ||||||||||||||||||
Debt amount converted into common stock | $ 6,280 | ||||||||||||||||||
Subsequent Event [Member] | Transaction Two [Member] | |||||||||||||||||||
Shares issued, shares | 288,601 | ||||||||||||||||||
Par value of shares issued | $ 0.024 | ||||||||||||||||||
Shares Issued, Value | $ 6,926 | ||||||||||||||||||
Shares issued for notes payable conversion | 1,060,606 | ||||||||||||||||||
Conversion price per share | $ 0.024 | ||||||||||||||||||
Debt amount converted into common stock | $ 25,455 | ||||||||||||||||||
Subsequent Event [Member] | Tranches [Member] | |||||||||||||||||||
Convertible promissory note | $ 225,000 | ||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||
Disccount rate percentage | 40.00% | ||||||||||||||||||
Subsequent Event [Member] | First tranche [Member] | |||||||||||||||||||
Convertible promissory note | $ 50,000 | ||||||||||||||||||
Interest rate | 12.00% |