Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 10, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | We are filing this Annual Report on Form 10-K/A (the Amended Filing) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the Securities and Exchange Commission (SEC) on April 15, 2015 (the Original Filing). We are amending the Original Filing to restate our audited consolidated financial statements for the fiscal year ended December 31, 2014 due to incorrect accounting of certain convertible notes that we entered into. | ||
Document Period End Date | Dec. 31, 2014 | ||
Entity Registrant Name | National Energy Services, Inc. | ||
Entity Central Index Key | 1,415,998 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2,014 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 4,484,184 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 20,885,220 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash | $ 72,165 | $ 17,696 |
Accounts receivable, net | 1,660,227 | |
Other receivables | 60,000 | |
Prepaid expenses | 1,353,033 | |
Total current assets | 3,145,425 | $ 17,696 |
Property, plant and equipment, net | 16,683,881 | |
Security deposit | 750 | |
Deferred financing fees, net | 189,349 | |
TOTAL ASSETS | 20,019,405 | $ 17,696 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 5,294,325 | 2,452,798 |
Current portion of loans, capital leases and line of credit | 4,507,322 | 94,517 |
Convertible debt, net of discount of $444,544 and $0 | 158,737 | $ 173,580 |
Derivative liability | 1,189,718 | |
Mandatorily redeemable contingent liability | 100,000 | |
Current portion of related party payable | 112,536 | $ 172,173 |
Total current liabilities | 11,362,638 | $ 2,893,068 |
LONG TERM LIABILITIES | ||
Convertible debt, net of discount of $133,205 and $0 | 406,914 | |
Long term related party payable | 984,667 | |
Long term loans, capital leases | 8,666,493 | $ 169,500 |
Total liabilities | $ 21,420,712 | $ 3,062,568 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock $0.001 par value, 10,000,000 authorized, 0 and 0 shares issued outstanding, net | ||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 and 3,079,936 shares issued outstanding, net | $ 4,020 | $ 3,080 |
Additional paid in capital | 14,924,999 | 12,671,481 |
Stock payable | 33,278 | 375,172 |
Accumulated deficit | (16,363,604) | (16,094,605) |
Total stockholders' deficit | (1,401,307) | (3,044,872) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 20,019,405 | $ 17,696 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2014 | Sep. 11, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | |||
Convertible debt, net of current beneficial conversion feature | $ 444,544 | $ 0 | |
Convertible debt, net of noncurrent beneficial conversion feature | $ 133,205 | $ 0 | |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 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 | 4,019,738 | 3,079,936 | |
Common stock, shares outstanding | 4,019,738 | 3,079,936 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
REVENUE | $ 17,659,460 | |
Less: returns and allowances | (45,768) | |
NET REVENUE | 17,613,692 | |
COST OF REVENUE | 14,484,162 | |
GROSS PROFIT | 3,129,530 | |
OPERATING EXPENSES | ||
Selling, general and administrative expenses | 1,866,529 | $ 177,790 |
Professional fees and related expenses | 612,790 | 463,626 |
Forgiveness of accrued officer compensation | (112,645) | (435,446) |
TOTAL OPERATING EXPENSES | 2,366,674 | 205,970 |
OPERATING INCOME (LOSS) | 762,856 | $ (205,970) |
OTHER INCOME, non-operating | ||
Other income | (77,169) | |
Gain on extinguishment of debt | (10,334) | $ (206,835) |
Change in fair value of derivative liabilities | (51,172) | |
Gain on bargain purchase acquisition of JD | (1,620,071) | |
TOTAL OTHER INCOME, non-operating | (1,758,746) | $ (206,835) |
OTHER EXPENSE, non-operating | ||
Interest expense, net | 2,216,289 | $ 281,461 |
Loss on disposal of fixed assets | 574,312 | |
TOTAL OTHER EXPENSE, non-operating | 2,790,601 | $ 281,461 |
LOSS BEFORE PROVISION FOR INCOME TAXES | $ (268,999) | $ (280,596) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (268,999) | $ (280,596) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.07) | $ (0.13) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED | 3,705,626 | 2,160,449 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable Receivable [Member] | Retained Earnings [Member] | Total |
Beginning Balance at Dec. 31, 2012 | $ 1,682 | $ 12,238,356 | $ 34,985 | $ (15,814,009) | $ (3,538,986) |
Beginning Balance, shares at Dec. 31, 2012 | 1,682,124 | ||||
Stock for cash, net of offering costs | $ 65 | 64,935 | $ (5,000) | 60,000 | |
Stock for cash, net of offering costs, shares | 65,000 | ||||
Stock for conversion of debt | $ 399 | 138,203 | 138,602 | ||
Stock for conversion of debt, shares | 398,466 | ||||
Stock for services | $ 934 | $ 225,487 | $ 1,015 | 227,436 | |
Stock for services, shares | 934,346 | ||||
Stock for accrued salaries | $ 344,172 | $ 344,172 | |||
Stock for accrued salaries, shares | |||||
Stock issued for acquisition | |||||
Convertible note (BCF) | $ 4,500 | $ 4,500 | |||
NET LOSS | $ (280,596) | (280,596) | |||
Ending Balance at Dec. 31, 2013 | $ 3,080 | 12,671,481 | $ 375,172 | $ (16,094,605) | $ (3,044,872) |
Ending Balance, shares at Dec. 31, 2013 | 3,079,936 | 3,079,936 | |||
Stock for conversion of debt | $ 57 | 287,276 | 32,178 | $ 319,511 | |
Stock for conversion of debt, shares | 57,029 | ||||
Stock for services | $ 120 | 510,502 | $ (374,072) | 136,550 | |
Stock for services, shares | 119,709 | ||||
Stock issued for acquisition | $ 590 | 412,410 | 413,000 | ||
Stock issued for acquisition, shares | 590,000 | ||||
Mandatorily redeemable contingent liability | (100,000) | (100,000) | |||
Stock for prepaid services | $ 150 | $ 1,093,350 | 1,093,500 | ||
Stock for prepaid services, shares | 150,000 | ||||
200:1 reverse split | $ 3 | 3 | |||
200:1 reverse split, shares | 3,064 | ||||
Stock for deferred financing fees | $ 20 | $ 49,980 | 50,000 | ||
Stock for deferred financing fees, shares | 20,000 | ||||
NET LOSS | $ (268,999) | (268,999) | |||
Ending Balance at Dec. 31, 2014 | $ 4,020 | $ 14,924,999 | $ 33,278 | $ (16,363,604) | $ (1,401,307) |
Ending Balance, shares at Dec. 31, 2014 | 4,019,738 | 4,019,738 |
CONSOLIDATED STATEMENT OF STOC6
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Parenthetical) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Stock split ratio | 0.005 | 0.005 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities | ||
Net income (loss) | $ (268,999) | $ (280,596) |
Cash used by operating activities | ||
Depreciation and amortization | 1,255,574 | |
Amortization of debt discount on notes payable | 25,880 | $ 9,568 |
Change in fair value of derivative | 586,418 | |
Allowance for doubtful accounts | 68,292 | |
Stock issued for services | 136,550 | $ 227,436 |
Forgiveness of accrued officer compensation | (112,645) | (435,446) |
Gain on debt extinguishment | (10,334) | $ (206,835) |
Loss on disposal of fixed assets | 574,312 | |
Gain on bargain purchase of JD Field Services | 1,620,071 | |
Changes in assets | ||
Accounts receivables | 597,110 | |
Other assets | (750) | |
Prepaid expenses | 337,914 | |
Changes in liabilities | ||
Accounts payable and accrued liabilities | 1,256,784 | $ 425,716 |
Cash provided by (used for) operating activities | 2,826,035 | $ (260,157) |
Investing Activities | ||
Cash retained by subsidiary | 104,816 | |
Proceeds from sale of assets | 689,000 | |
Cash paid for fixed assets | (440,119) | |
Cash provided by investing activities | $ 353,697 | |
Financing activities | ||
Proceeds from sale of stock, net of offering costs | $ 60,000 | |
Proceeds from line of credit | $ 8,120,730 | |
Proceeds from convertible notes payable | 603,500 | $ 38,500 |
Proceeds on note payable | 630,000 | $ 219,500 |
Proceeds from related party debt | 78,000 | |
Deferred financing fees | (160,000) | |
Payments on convertible notes | (25,500) | |
Payments for note payable | (3,940,215) | $ (40,800) |
Payments for leases | (453,293) | |
Payments on line of credit | (7,937,485) | |
Payments on related party debt | (41,000) | |
Cash (used for) provided by financing activities | (3,125,263) | $ 277,200 |
Increase in cash | 54,469 | 17,043 |
Cash at beginning of the year | 17,696 | 652 |
Cash at end of the year | 72,165 | $ 17,696 |
SUPPLEMENTAL CASH FLOW | ||
Cash paid for interest | $ 894,423 | |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS | ||
Stock issued for acquisition of JD | $ 413,000 | |
Capitalized leases | 132,000 | |
Financed assets | 4,583,076 | |
Stock for conversion of debt and interest | 319,512 | $ 138,602 |
Financed prepaid insurance | 504,555 | |
Stock issued for prepaid services | 1,093,500 | $ 29,985 |
Stock issued for deferred financing fees | 50,000 | |
Debt discount on convertible debt | $ 602,580 | $ 4,500 |
Stock for conversion of accrued salaries | $ 344,172 | |
Mandatorily redeemable contingent liability | $ 100,000 | |
Write off allowance of doubtful accounts | 1,991,360 | |
Derivative liability | $ 603,300 |
Organization and basis of prese
Organization and basis of presentation | 12 Months Ended |
Dec. 31, 2014 | |
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 audited consolidated financial statements of National Automation Services, a Nevada corporation (NAS or the Company), have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. These financial statements have been presented in accordance with the Securities and Exchange Commission (SEC) rules governing a smaller reporting company for both periods of December 31, 2014 and December 31, 2013. Business Overview NAS is a public holding company that holds subsidiaries which provide services for the domestic oil and gas industry. Our business plan takes action with expansion through carefully selected acquisitions. Our services are needed by a wide variety of oil and natural gas industry providers in both private and public sectors. Our focus is to increase shareholder value through these carefully selected companies with NAS bringing oversight and resources to each, which will allow them to maximize profitability and growth opportunities within their markets, and expanding their customer base. This strategy will allow for rapid advancement in overall assets and revenue streams for the Company. On February 24, 2014, the Company entered into a purchase and sale agreement with JD Field Services (JD). This is the first of several anticipated acquisitions that NAS has as a part of its growth strategy. JD provides oilfield services to the oil and gas industry primarily focused around those activities that are related to the drilling, operation(s) and maintenance of the well-site. They are licensed in all states west of the Mississippi River including Alaska to do trucking, but are focused primarily in the Rocky Mountain Region. Oilfield services provided include heavy haul, water haul, and rig moving services as well as equipment, supplies, and specialty long hauling services. JD also provides oil and gas equipment rental services, hot shot, roustabout services and construction site development services. JD also operates a fabrication division that builds special-order oil and gas equipment and trucks for customers. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions and generally limits the amount of credit exposure to the amount in excess of the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2014, the Company did not have cash in any one banking institution that exceeded this limit. Customers JDs customers are the major and independent oil and gas companies that are active in the geographic areas in which we operate. There were no single customers that exceeded 14% of our total revenues in 2014. Our inability to continue to perform services for a number of our large existing customers, if not offset by sales to new or other existing customers could have a material adverse effect on our business and operations. The following table represents JDs customers that make up 10% or more of JDs total revenue and their estimated concentrations on JDs revenues: Customer Name Percentage of Revenue Anadarko Petroleum 14 % Helmerich & Payne Intl 13 % New Field Production Co. 10 % Derivative Financial Instruments The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under FASB ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under FASB ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Notes), in accordance with FASB ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entitys own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of FASB ASC 815-40-05 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock also hinges on whether the instrument is indexed to an entitys own stock. A non-derivative instrument that is not indexed to an entitys own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entitys own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized binomial models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. Prepaid Expenses Amounts paid in advance for a benefit not yet received. This type of expense normally includes costs paid in one fiscal year (or period) that benefits a future year (or period). Property, Plant and Equipment As required by the Property, Plant and Equipment Topic of the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC), the Company is required to use a predetermined method in calculating depreciation expense. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally ten/fifteen years for heavy machinery, five years for vehicles, two to three years for computer software/hardware and office equipment and three to seven years for furniture, fixtures and office equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives. Upon the sale or retirement of property or equipment, the cost and related accumulated depreciation or amortization is removed from our balance sheet with the resulting gain or loss reflected in our results of operations. Maintenance costs are expensed as incurred. Due to the nature of the equipment, major repairs are capitalized as they reflect an adjustment to the overall value of the equipment and its useful life can be extended. In evaluating the salvage value service equipment the Company uses a standard of, Machinery and Equipment - Worth approximately 10 - 30% of purchase price after 10-15 years depending on the asset. Vehicles - Worth approximately 20% of purchase price after 10-15 years depending on the asset. These salvage values are based on industry averages for the type of machinery and equipment used in oilfield services. Allowance for Doubtful Accounts As required by the Receivables Topic of FASB ASC, the Company is required to use a predetermined method in calculating the current value for its bad debt on overall accounts receivable. The Company estimates its accounts receivable risks to provide allowances for doubtful accounts accordingly. We believe that our credit risk for accounts receivable is limited because of the way in which we conduct business largely in the areas of contracts. Accounts receivable includes the accrual of work in process for project contracts and field service revenue. We recognize that there is a potential of not being paid in a twelve (12) month period. Our evaluation includes the length of time receivables are past due, adverse situations that may affect a contracts scope to be paid, and prevailing economic conditions. We assess each and every customer to conclude whether or not remaining balances outstanding need to be placed into allowance and then re-evaluated for write-off. We review all accounts to ensure that all efforts have been exhausted before noting that a customer will not pay for services rendered. The evaluation is inherently subjective and estimates may be revised as more information becomes available. Sales Taxes The Company collects sales tax. The amount received is credited to a liability account as payments are received or invoices are generated. At any point in time, this account represents the net amount owed to the taxing authority for amounts collected but not yet remitted. Sales taxes are then remitted to the appropriate taxing jurisdictions. Income Taxes As required by the Income Tax Topic of FASB ASC, income taxes are provided for using the liability method of accounting in accordance with the new codification standards. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, and at least quarterly due to current business operations, the Company assesses the carrying value of our net deferred tax assets. Stock Based Compensation Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company determines the value of stock issued at the date of grant. The Company also determines at the date of grant the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable. Earnings (loss) per share basic and diluted Earnings per share is calculated in accordance with the Earnings per Share Topic of the FASB ASC. The weighted-average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share is computed using the weighted average number of shares plus dilutive potential common shares outstanding. Potentially dilutive common shares consist of employee stock options, warrants, and other convertible securities, and are excluded from the diluted earnings per share computation in periods where the Company has incurred net loss. During the year ended December 31, 2014, the Company incurred net income, resulting in dilutive common shares, and during the year ended December 31, 2013, the Company incurred net loss, resulting in no dilutive common shares. Fair Value Accounting As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions (For additional information see Note 12: Fair value The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Revenue Recognition As required by the Revenue Recognition Topic of FASB ASC, the Company is required to use predetermined contract methods in determining the current value for revenue. Service Contracts In all cases, revenue is recognized as earned by the Company. As the client becomes liable to the Company for services provided, as defined in the agreement, the client is then invoiced and revenue is accordingly recognized and recorded. The Company does not recognize or record any revenues for which it does not have a legal basis for invoicing or legally collecting. Reverse Stock Split On September 11, 2014, the Company amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 200 shares of common stock. This amendment was approved and filed on record by the Nevada Secretary of State, effective September 11, 2014. On December 11, 2014, FINRA approved the reverse stock split for the Company. All the relevant information relating to numbers of shares and per share information contained in these consolidated financial statements has been retrospectively adjusted to reflect the reverse stock split for all periods presented. |
Restatement of Prior Periods
Restatement of Prior Periods | 12 Months Ended |
Dec. 31, 2014 | |
Restatement Of Prior Periods | |
Restatement of Prior Periods | NOTE 2: Restatement of Prior Periods In the fourth quarter 2014, 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 them as derivatives in accordance with FASB 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 its 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 Adjustments As restated DEC 31, 2014 TOTAL ASSETS $ 20,019,405 $ 20,019,405 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 EQUITY 4,020 4,020 Additional paid in capital 15,398,073 (473,074 ) (1) 14,924,999 Stock payable 33,278 33,278 (15,782,515 ) (581,089 ) (1) (16,363,604 ) TOTAL EQUITY (347,144 ) 1,054,163 (1,401,307 ) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 20,019,405 $ 20,019,405 (1) Adjustment reflects correction of an error. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS As originally reported at DEC 31, 2014 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 ) (1,620,071 ) Interest expense, net 1,584,028 632,261 (1) 2,216,289 Gain on 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 450,766 581,089 1,031,855 NET INCOME (LOSS) $ 312,090 $ (268,999 ) BASIC (LOSS) INCOME PER SHARE $ 0.08 $ (0.07 ) DILUTED (LOSS) INCOME PER SHARE $ 0.06 $ (0.07 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,705,626 3,705,626 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTIVE 5,319,186 3,705,626 (1) Adjustment reflects correction of an error.\ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS As originally reported at DEC 31, 2014 Adjustments As restated DEC 31, 2014 Net (loss) income $ 312,090 (581,089 ) (1) $ (268,999 ) Cash used by operating activities Amortization of debt discount on notes payable 25,880 (1) 25,880 Change in fair value of derivative 586,418 (1) 586,418 Accretion of convertible notes BCF 31,209 (31,209 ) (1) Depreciation and amortization 1,255,574 1,255,574 Cash provided (used) by operating activities 2,826,035 2,826,035 Cash used for investing activities 353,697 353,697 Cash (used) provided 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 SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS Debt discount on convertible debt $ $ 602,580 (1) $ 602,580 Beneficial conversion feature on convertible debt $ (473,072 ) $ 473,072 (1) $ Derivative liability $ $ 603,300 (1) $ 603,300 (1) Adjustment reflects correction of an error. |
Recently adopted and recently i
Recently adopted and recently issued accounting guidance | 12 Months Ended |
Dec. 31, 2014 | |
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 In November 2014, FASB issued Accounting Standards Update (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 January 2015, FASB issued ASU No. 2015-01, Income StatementExtraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. In November 2014, FASB issued ASU No. 2014-18, Business Combinations (Topic 805): Accounting for Identifiable Intangible Assets in a Business Combination. 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. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows. |
Liquidity resources and future
Liquidity resources and future capital requirements | 12 Months Ended |
Dec. 31, 2014 | |
Liquidity resources and future capital requirements [Abstract] | |
Liquidity resources and future capital requirements | NOTE 4: Liquidity resources and future capital requirements For the fiscal year ended December 31, 2014, the Company had a working capital deficit of $8,217,213 and a stockholders deficit of $1,401,307, which raises substantial doubt regarding the Companys ability to continue as a going concern. The Company has incurred substantial operating losses and negative cash flows from operations. Management plans to correct the losses consists of acquiring business with operating income and cash flows from operations. The first of these acquisitions was completed on February 24, 2014 in which the Company acquired JD Field Services, Inc. In addition, the Company is seeking to refinance and extend terms of its loans, lines of credit and long-term debt. Also (as described in Note 13 below) the Company amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 200 shares of common stock (and was approved by FINRA on December 11, 2014). As described above, the Company implemented its plan to acquire companies with income from operations and positive cash flows. The Companys total cash increased approximately by $54,500, or 308%, to approximately $72,200 for the fiscal year ended December 31, 2014, compared to approximately $17,700 for the fiscal year ended December 31, 2013. The Companys consolidated cash flows for the fiscal year ended December 31, 2014, and 2013 and total operating income for December 31, 2014 and 2013 were as follows: DEC 31, 2014 DEC 31, 2013 Net cash provided (used) by operating activities $ 2,826,000 $ (260,200 ) Net cash used by investing activities $ 353,700 $ Net cash (used) provided by financing activities $ (3,125,300 ) $ 277,200 DEC 31, 2014 DEC 31, 2013 Total net (loss) $ (268,999 ) $ (280,596 ) In connection with the preparation of our financial statements for the fiscal year ended December 31, 2014, the Company has analyzed its cash needs for the next twelve months. The Company believes that its current cash position and forecasted cash flow from operations is adequate to meet its cash requirements for at least the next twelve months. |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2014 | |
Accounts Receivable, Net [Abstract] | |
Accounts receivable, net | NOTE 5: Accounts receivable, net DEC 31, DEC 31, 2014 2013 Accounts receivable $ 1,748,898 $ Less: allowance for doubtful accounts (88,671 ) Total $ 1,660,227 $ |
Other receivable
Other receivable | 12 Months Ended |
Dec. 31, 2014 | |
Other receivable [Abstract] | |
Other receivable | NOTE 6: Other receivable In August 2014, the Company entered into a term sheet agreement to acquire additional funds for repayment of debt and capital purchases. There was a required deposit in the amount of $70,000 for the agreement to be executed. As of September 30, 2014, the Company recognized that the execution of the term sheet was not viable and therefore the Company asked for a return of the deposit as of December 31, 2014, $10,000 has been returned to us. |
Property, plant & equipment, ne
Property, plant & equipment, net | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |
Property, plant & equipment, net | NOTE 7: Property, plant & equipment, net DEC 31, DEC 31, 2014 2013 Buildings $ 78,927 $ Furniture and fixtures 46,923 Vehicles 4,479,273 Machinery and equipment 13,234,926 Less: Accumulated depreciation (1,156,168 ) Total $ 16,683,881 $ Depreciation expense for the fiscal year ended December 31, 2014, was $ 1,214,390 and for the year ended December 31, 2013, was $0. |
Loans, capital lease and lines
Loans, capital lease and lines of credit | 12 Months Ended |
Dec. 31, 2014 | |
Debt and Capital Lease Obligations [Abstract] | |
Loans, capital lease and lines of credit | NOTE 8: Loans, capital lease and lines of credit The following tables represent the outstanding principle balance of loans, capital leases and lines of credit (LOC) and accrued interest for the Company as of December 31, 2014. The Company acquired the debt as a part of the JD acquisition. Description Loan date Maturity date Original amount of loan Interest rate Balance as of DEC 31, 2014 Ally 02 /24/2014 02 /10/2019 $ 43,395 4.01 % $ 31,284 Commercial Credit Group 12 /19/2014 12 /19/2019 1,940,969 10.00 % 1,552,775 Cat Financial 02 /24/2014 11 /09/2016 186,549 5.95 % 95,262 Equify 04 /08/2014 05 /01/2019 1,480,412 7.10 % 1,331,116 Phil Timothy 02 /24/2014 03 /28/2023 2,650,000 6.00 % 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 /19/2016 45,994 8.29 % 23,049 Ford Credit 09 /01/2014 08 /01/2017 43,110 5.04 % 33,693 GE Capital 09 /01/2014 08 /01/2019 213,600 6.96 % 202,093 GE Capital 09 /01/2014 08 /01/2020 203,789 6.93 % 194,574 GE Capital 09 /01/2014 08 /01/2016 48,000 9.11 % 42,669 GE Capital 02 /24/2014 10 /10/2018 189,151 6.42 % 129,135 GE Capital 02 /24/2014 07 /01/2018 153,944 7.20 % 100,047 John Deere Financial 02 /24/2014 09 /26/2017 262,350 4.00 % 155,136 Jimmy B Trucking 08 /11/2014 06 /11/2014 600,000 10.00 % 372,109 Mack Financial Services 02 /24/2014 03 /12/2016 326,746 6.00 % 98,478 Mack Financial Services 02 /24/2014 11 /09/2016 347,520 6.00 % 159,427 MACU 02 /24/2014 10 /26/2018 41,540 2.99 % 33,069 Rick Gurr/Gosling Service 08 /11/2014 06 /11/2014 210,000 10.00 % 130,238 Zions Bank 02 /24/2014 10 /15/2026 150,000 4.86 % 125,108 Zions Bank 02 /24/2014 10 /10/2016 101,091 4.57 % 31,998 Zions Bank 02 /24/2014 09 /30/2017 7,680,000 4.57 % 4,622,482 Zions Bank LOC 586,695 H&E Equipment 02 /24/2014 05 /01/2017 176,234 12.00 % 117,799 National Insurance 06 /01/2014 05 /31/2015 504,555 6.00 % 217,128 South Bay Capital 07 /25/2008 10,926 12.00 % 10,926 Capital lease 01 /15/2009 33,591 33,591 Goss 09 /19/2013 09 /19/2016 20,000 12.00 % 20,000 Kinney2 11 /01/2013 10 /31/2014 50,000 12.00 % 50,000 OConnor 04 /01/2009 71,000 10.00 % 71,000 Hanley 04 /01/2009 79,913 10.00 % 79,913 Spiker 12 /31/2010 9,500 10.00 % 9,500 Jesse 12 /31/2010 9,760 10.00 % 9,760 Marlow 12 /31/2010 13,000 10.00 % 2,000 Goss2 02 /28/2014 11 /28/2014 50,000 10.00 % 50,000 Krochak 07 /25/2014 30,000 10.00 % 30,000 Krueger 12 /09/2014 06 /06/2015 15,000 10.00 % 15,000 Total debt liabilities 13,173,815 Less: current portion 4,507,322 Total long term liabilities $ 8,666,493 As of December 31, 2014, the Company noted several vendor payables outstanding. As such the Company recognized cumulative interest accrued on its outstanding balances in the amount of $111,034 which is included in accrued liabilities. Line of credit The Company has a $500,000 unsecured line of credit with Zions First National Bank. At December 31, 2014, interest was charged at LIBOR + 3.85%. The line of credit has been renewed through June 2015. The line of credit balance as of December 31, 2014 was $586,695. Mandatorily redeemable common stock On June 6, 2014, the Company entered into a settlement and release agreement providing for the grant of an aggregate of 53,837 shares of restricted stock in consideration for the settlement of outstanding debt due under a convertible note April 11, 2011, valued at $269,186. In connection with the agreement, the Company agreed to repurchase 20,000 shares of the shares issued for $100,000 within 30 days following the completion of a planned secondary offering. No secondary offering has been commenced as of the date of this report. The agreement further provides that if the Company does not timely purchase the shares in accordance with the agreement then if the said shares have a value of less than $100,000, the holder is entitled to additional shares to compensate up to the $100,000 in value. As such as of December 31, 2014, the Company recognized a mandatorily redeemable common stock Payments due by period Less than More than Total 1 year 1-3 years 3-5 years 5 years Debt liabilities $ 15,515,007 $ 5,323,888 $ 8,151,211 $ 1,255,511 $ 784,397 Total contractual obligations $ 15,515,007 $ 5,323,888 $ 8,151,211 $ 1,255,511 $ 784,397 |
Convertible notes
Convertible notes | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Convertible notes | NOTE 9: Convertible notes As of December 31, 2014, the following convertible notes payable are outstanding: Description Balance as of DEC 31, 2014 Interest accrued Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. 250,000 7,479 Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. 245,000 7,330 Convertible note issued on October 20, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. 45,000 1,065 Convertible note issued on December 16, 2014, at a 10% interest rate per annum for one (1) year, convertible to shares of common stock at $2.00 per share or if the Companys common stock falls below a certain price, at a discount to market price of Company common stock. 249,400 1,233 Convertible note issued on December 16, 2014, at a 10% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. 250,000 1,025 Convertible note issued on December 16, 2014, at a 8% interest rate per annum for nine (9) months, convertible to shares of common stock at discount to market price of Company common stock. 104,000 342 Total 1,143,400 $ 18,474 Less: Debt discount (577,749 ) Less: Current portion convertible debt (158,737 ) Total Long-term portion of convertible debt $ 406,914 On April 18, 2014, the Company repaid a convertible note entered into on September 10, 2013. The Company paid in cash a total of $5,720, which includes principle and accrued interest through April 18, 2014. On April 18, 2014, the Company repaid a convertible note entered into on September 11, 2013. The Company paid in cash a total of $2,850, which includes principle and accrued interest through April 18, 2014. On April 18, 2014, the Company repaid a convertible note entered into on September 11, 2013. The Company paid in cash a total of $2,850, which includes principle and accrued interest through April 18, 2014. On April 18, 2014, the Company repaid a convertible note entered into on September 18, 2013. The Company paid in cash a total of $1,150, which includes principle and accrued interest through April 18, 2014. On April 18, 2014, the Company repaid a convertible note entered into on September 19, 2013. The Company paid in cash a total of $2,850, which includes principle and accrued interest through April 18, 2014. On April 18, 2014, the Company repaid a convertible note entered into on November 20, 2013. The Company paid in cash a total of $13,000, which includes principle and accrued interest through April 18, 2014. On June 13, 2014, the Company granted 53,837 shares of restricted common stock in consideration for the convertible note dated April 11, 2011, (and in mutual agreement between the Company and note holder) in the amount of $124,000 principle and $145,186 in accrued interest. As of September 30, 2014, the Company has issued these shares to convert the debt and interest (see Note 8: Mandatorily redeemable common stock October 1, 2014, the Company entered into Convertible note issued 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. This convertible note replaced non-convertible debt entered into on September 4, 2014 for the same principle amount $250,000. October 1, 2014, the Company entered into Convertible note issued 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. This convertible note replaced non-convertible debt entered into on September 4, 2014 for the same principle amount $245,000. October 20, 2014, the Company entered into Convertible note issued 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. On December 31, 2014, the Company converted its note of July 10, 2013, valued at $32,178 which includes principle and interest on the note, into 160,890 shares of common stock. |
Operating lease agreement
Operating lease agreement | 12 Months Ended |
Dec. 31, 2014 | |
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 twelve (12) months to June 30, 2015 with a non-related third party for $750 per month with no annual increase. Our subsidiary JD rents their facility from a related party (see Note 11: Related party transactions |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2014 | |
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 $269,587 issued to a director and a beneficial owner of 5% or more of our common stock, in connection with the acquisition of JD. As of December 31, 2014, the Company owes an additional $205,050, as expenses that were paid by the director on behalf of the Company. As of December 31, 2014, $516,308 of principal and $24,187 of interest was outstanding. On February 24, 2014, the Company assumed a 7.05% promissory note in the principal amount of $510,000 issued to a beneficial owner of 5% or more of our common stock, in connection with the acquisition of JD. As of December 31, 2014, the Company owes an additional $2,895, as expenses that were paid by the shareholder on behalf of the Company. As of December 31, 2014, $512,895 of principal and $9,597 of interest was outstanding. On April 2, 2014, the Company entered into a loan agreement with a director, pursuant to which the director loaned the Company $50,000. This loan has a term of one year bears interest at 10% per annum. As of December 31, 2014, $50,000 of principal and $3,729 of interest is outstanding. In connection with the loan, the Company issued to the director, 20,000 shares of its common stock. On April 22, 2014, the Company entered into a loan agreement with a director pursuant to which the director loaned the Company $28,000. The loan has a term of 60 days, bears interest at 10% per annum and is currently convertible into shares of our common stock. As of December 31, 2014, $18,000 of principal and $1,723 of interest is outstanding, and is due on demand. On September 5, 2014 and September 14, 2014, the Company issued two short term 30-day promissory notes in the aggregate principal amount of $450,000 to an entity controlled by a director (the Short Term Notes). The Short Term Notes bear interest at a flat rate of 10%. The Short Term Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In the event of default, a penalty of 4% of the principal shall be payable every thirty days that the default is not cured, up to a maximum of 12%. In addition, the Short Term Notes were also convertible into shares of common stock in the event of default. On October 1, 2014 and October 20, 2014, the Company issued three convertible promissory notes in the aggregate principal amount of $540,000 to an entity controlled by a director (the Related Convertible Notes). Related Convertible Notes in the principal amount of $495,000 amend the Short Term Notes and mature on September 2, 2017 while the remaining Related Convertible Note matures on October 20, 2017. The Related Convertible Notes bear interest at a flat rate of 12%. The Related Convertible Notes may be converted into shares of the Companys common stock at a conversion price equal to a 30% discount on the 10 day average closing price of the common stock prior to conversion. As part of the issuance of the note, the Company agreed to enter into an employment agreement with an appointee of the holder as an executive member of management or our board of directors. The Related Convertible Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In addition, it shall constitute an event of default if the aforementioned appointee is not retained for at least six months following maturity. In the event of default, a penalty of 4% of the principal shall be payable every ten days that the default is not cured, up to a maximum of 24%. Such penalty may be convertible into the Companys shares of common stock at a conversion price equal to a 40% discount on the 10 day average closing price of the common stock prior to conversion. As of December 31, 2013, the Company had $172,173 of outstanding related party debt due to former employees. The debt has been re-classified out of related party debt and into loans as of March 31, 2014, due to the fact that these former employees have not been associated with the Company for two years. Our subsidiary JD also rents their facility; the lease is with a related party for $10,500 per month. For the year ended December 31, 2014, rent expense was $126,000. This lease has no term limit. |
Income tax
Income tax | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income tax | NOTE 12: Income tax Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period during which such rates are enacted. The Company considers all available evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become realizable. In making such judgments, significant weight is given to evidence that can be objectively verified. Based on all available evidence, in particular our current historical cumulative losses, we recorded a valuation allowance against our U.S. net deferred tax assets. In order to fully realize the U.S. deferred tax assets, we will need to generate sufficient taxable income in future periods before the expiration of the deferred tax assets governed by the tax code. As such, we are quarterly reviewing our results of operations to adjust the allowances as appropriate. At December 31, 2014 and 2013, the Company had federal and state net operating loss (NOL) carry-forwards of approximately $19,539,000 and $7,313,000, respectively, which begin to expire in 2027. The components of net deferred tax assets, including a valuation allowance, are as follows (rounded): Year Ended December 31, 2014 2013 Deferred tax asset: Net operating loss carry forward $ 11,982,500 $ 2,559,600 Stock based compensation 11,982,500 2,559,600 Total deferred tax assets 11,982,500 2,559,600 Less: valuation allowance (11,982,500 ) (2,559,600 ) Net Deferred Tax Assets $ $ *The Company completed an analysis of ownership changes under Section 382 of the Code. The analysis brought current the correct valuation allowance and deferred tax, see paragraph concerning the Section 382 analysis below. The valuation allowance for deferred tax assets as of December 31, 2014 and 2013 was $11,982,500 and $2,559,600, respectively. Reconciliation between the statutory rate and the effective tax rate is as follows: Year Ended December 31, 2014 2013 Federal statutory tax rate 33 % 35 % State taxes, net of federal benefit 5 % 7 % Valuation allowance (38 )% (42 )% Effective tax rate 0 % 0 % The Company had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. The Company has accrued for interest and penalties in the amount of approximately $147,200 and $155,600 for December 31, 2014 and 2013, respectively. This interest and penalties are in relation to payroll tax remittances that, due to cash constraints for NAS and were unable to be made for payroll paid prior to 2011, and past payroll tax IRS audit findings for our dormant subsidiaries, we are currently working to cure this obligation. Our current subsidiary JD still has a payroll tax payable for the fourth quarter 2014; we are currently working to cure this obligation. The Company files income tax returns in the United States federal jurisdiction and certain state jurisdictions. With a few exceptions, the Company is no longer subject to U.S. federal or state income tax examination by tax authorities on tax returns filed before December 31, 2007. The U.S. federal returns are considered open tax years for years 2008 - 2014. There are currently no corporate tax filings under examination by IRS tax authorities and the 2014 US return will be filed before the extension deadline in 2015. Under Section 382 of the Internal Revenue Code, substantial changes in ownership may limit the amount of NOLs that can be utilized annually in the future to offset taxable income, if any. Specifically, this limitation may arise in the event of a cumulative change in ownership of more than 50% within a three-year period as determined under the Code. Any such annual limitation may significantly reduce the utilization of these NOLs before they expire. The Companys ability to utilize federal NOLs created prior to the merger with JD is significantly limited. The Company completed an analysis of ownership changes under Section 382 of the Code to determine if a change in control occurred. Based on this analysis, NAS had a change in control in 2014. Such change in control limits the usage of the net operating losses incurred prior to the date of the change in control (February 24, 2014). Until such time as the Company will be able to utilize the amount of NOLs annually in the future to offset taxable income, management has concluded it is more likely than not that we will apply a full valuation allowance relating to this component of our consolidated tax analysis for the current fiscal year December 31, 2014, and future fiscal periods, subject to annual assessment. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
Fair Value | NOTE 13: 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 debt conversion feature that have been recorded as a liability based on Level 3 unobservable inputs. The fair value of the debt conversion feature liability required management to make assumptions about the probability of the occurrence of a capital stock issuance by the Company. Alternate probabilities would have resulted in increases or decreases in the fair value of the debt conversion feature liability: 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 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 December 31, 2014 $ $ 1,189,718 Binomial option pricing model Expected term (years) 0.71 2.58 Volatility 271.84 % 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 fiscal year ended December 31, 2014 and 2013: FISCAL YEAR ENDED DEC 31, 2014 DEC 31, 2013 Debt conversion feature: Beginning balance $ $ Additions 1,240,890 Adjustments resulting from changes in fair value recognized in earnings (51,172 ) Settlement through conversion of debt Ending balance $ 1,189,718 $ 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 | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' deficit | NOTE 14: Stockholders deficit Preferred Stock On September 11, 2014, the Company amended its Certificate of Incorporation to implement an authorization of 10,000,000 shares of preferred stock with a par value of $0.001, the designations, rights and preferences of which is to be determined by the Board of Directors. Common Stock On March 20, 2014, the Company issued an aggregate of 50,000 shares of restricted common stock to a director for board service with the grant date of November 5, 2013, valued at $31,000. On March 26, 2014, the Company issued 590,000 shares of restricted common stock in consideration for the amended purchase and sale agreement dated March 21, 2014 (see Note 15: Acquisitions On April 1, 2014, the Company issued an aggregate of 20,000 shares of restricted common stock for service agreements, valued at $160,000. On April 1, 2014, the Company issued 699 shares of its restricted common stock from the stock payable granted on August 15, 2013. On April 3, 2014, the Company issued 20,000 shares of restricted common stock to a director for deferred financing fee on a note payable agreement dated April 2, 2014, valued at $50,000. On May 20, 2014, the Company issued 5,000 shares of restricted common stock for a service agreement, valued at $41,400. On June 5, 2014, the Company issued an aggregate of 105,000 shares of common stock for two service agreements dated April 11, 2014, valued at $808,500 which has been recognized as a prepaid expense. On July 2, 2014, the Company issued an aggregate of 53,837 shares of restricted stock in consideration for the settlement of a convertible note dated April 11, 2011, valued at $269,186. On August 15, 2013, the Company granted 17,209 shares of restricted common stock in consideration for services rendered by former employees of the Company. Based upon board meeting minutes dated October 9, 2010, the Company granted stock in lieu of cash at a value of $0.10 per share or $344,172. As of December 31, 2014, 17,209 shares have been issued. On September 11, 2014, the Company amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 200 shares of common stock, and authorize 75,000,000 of common stock. This amendment was approved and filed of record by the Nevada Secretary of State, effective September 11, 2014. FINRA approved the reverse stock split on December 11, 2014. On December 11, 2014, the Company issued 12,500 shares of restricted common stock to a director for board service, valued at $24,750, or $1.98 per share, based on the share price date of December 1, 2014. On December 11, 2014, the Company issued 35,000 shares of restricted common stock to a director for board service, valued at $69,510, or $1.98 per share, based on the share price date of December 1, 2014. On December 11, 2014, the Company issued 25,000 shares of restricted common stock to a consultant as compensation for services, valued at $125,000, or $5.00 per share, based on the share price date of September 11, 2014. On December 11, 2014, the Company issued 3,192 shares of restricted common stock pursuant to a convertible note as conversion of accrued interest, valued at $17,940, or $5.62 per share, based on the share price date of August 12, 2014. On December 31, 2014, the Company amended its employment contract with an executive officer of the Company. Per the agreement the Company granted 110,000 shares at a value of $0.01 per share or $1,100. On December 31, 2014, a holder of convertible note converted 160,890 shares as a part of conversion of debt. The shares were valued based on the conversion price of $0.20 or $32,168 total value consideration of both principle and interest. As of December 31, 2014, the Company has in reserve 760,000 shares based on the JD purchase and sale agreement (see Note 15: Acquisitions Convertible notes Warrants/Options The fair value of each award discussed below is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from the 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. April 11, 2014 Expected volatility 294.42 % Weighted-average volatility 294.42 % Expected dividends 0 Expected term (in years) 0.5 Risk-free rate 0.06 % Non vested warrants Warrants Weighted average price of warrants Granted, non-vested at December 31, 2014 140,000 $ 7.70 Total granted, non-vested at December 31, 2014 140,000 $ 7.70 On April 11, 2014, the Company entered into two (2) consulting agreements containing warrants, which provided a vest date based upon the completion of milestones within the consulting agreement. Once vested, the warrants would have an execution period of 360 days from date of vest to expiration at an execution value of $0.002, and conversion of 1:1. Based on the noted Black-Scholes calculation the Company estimated the weighted average price per warrant noted in the above table. As of December 31, 2014, the milestones had not been met so the warrants had not vested. 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 vest according to the following: one quarter vests on the first anniversary of the date of grant and the remainder vests on a quarterly basis in equal tranches over the following 18 months. Based on the noted Black-Scholes calculation the Company estimated the weighted average price per options noted in the above table. As of December 31, 2014, the options have not vested. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 15: Acquisitions Acquisition of JD Field Services, Inc. On February 24, 2014, the Company entered into a purchase and sale agreement with JD. This is the first of several anticipated acquisitions that NAS has as a part of its growth strategy. JD provides oilfield services to the oil and gas industry primarily focused around those activities that are related to the drilling, operation(s) and maintenance of the well-site. On March 21, 2014, the Company amended its purchase and sale agreement to JD as the original Purchase and Sale Agreement (PSA) left a 6 month unwinding provision should NAS not be able to achieve its benchmarks in uplifting and repayment of JD debt in the course of 270 days. The Company has amended this position to the following, (1) NAS shall pay or assume all outstanding debt of JD. Payment on debt held by JD where the Sellers have executed personal guarantees shall be given priority over other non-priority debts, and payments on such personally guaranteed debt will be accelerated if NAS or JD profits are sufficient to do so. (2) Each Seller of JD shall receive six percent (6%) of the outstanding common stock of NAS, constituting approximately six percent (6%) each of the total equity of NAS, but not requiring any fractional shares, or approximately two hundred and ninety five thousand (295,000) shares each. (3) NAS shall provide to JD a Power of Attorney representing voting rights and control over approximately eighteen percent (18%) of the equity interests in NAS; holding in reserve, seven hundred and sixty thousand (760,000) shares of NAS common stock to be representative of this interest. (4) NAS shall pay any brokers commission associated with the purchase of JD interests, up to five hundred thousand dollars ($500,000). The Company calculated the fair value of the business acquisition as follows: ASSETS FEB 24, 2014 Cash $ 104,816 Accounts receivable 2,325,630 Prepaid expense 152,892 Fixed Assets 14,138,387 Intangible assets, net 29,402 LIABILITIES A/P, accrued, loans and LOC (14,718,056 ) Fair Market Value of Net Identifiable Assets on 2/24/2014 $ 2,033,071 Purchase Price Less: Stock for consideration (413,000 ) Bargain purchase option $ 1,620,071 The following is the pro forma information that discloses the results of operations as though the business combination had been completed as of the beginning of the period being reported on. NAS JD Adjustments (Unaudited) DEC 31, 2014 DEC 31, 2014 MAR 01, 2014 DEC 31, 2014 ASSETS CURRENT ASSETS Cash $ 30,538 $ 41,627 $ $ 72,165 Accounts receivable, net 1,660,227 1,660,227 Prepaid expenses 918,421 434,612 1,353,033 Other assets 610,000 (550,000 ) (4) 60,000 Total current assets 1,558,959 2,136,466 3,145,425 Property, plant & equipment, net 16,683,881 16,683,881 Security deposit 750 750 Deferred financing fees, net 176,636 12,713 189,349 Acquisition 413,000 (413,000 ) (1) TOTAL ASSETS $ 2,149,345 $ 18,833,060 $ $ 20,019,405 LIABILITIES AND STOCKHOLDERS DEFICIT CURRENT LIABILITIES Accounts payables and accrued liabilities $ 2,856,507 $ 2,987,818 $ (550,000 ) (4) $ 5,294,325 Current portion of loans, capital leases and line of credit 361,690 4,145,632 4,507,322 Derivative liability 1,189,718 1,189,718 Convertible debt, net of discount of $444,544 158,737 158,737 Mandatorily redeemable contingent liability 100,000 100,000 Current portion related party payable 68,000 44,536 112,536 Total current liabilities 4,734,652 7,177,986 11,362,638 Convertible debt, net of discount of $133,205 406,914 406,914 Long term loans related party 984,667 984,667 Long term loans, capital leases 20,000 8,646,493 8,666,493 Total liabilities 5,161,566 16,809,146 21,420,712 STOCKHOLDERS DEFICIT Preferred stock $0.001 par value, 10,000,000 authorized, 0 issued and outstanding 2014 Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding 4,020 4,020 Additional paid in capital 14,924,999 413,000 (413,000 ) (1) 14,924,999 Stock payable 33,278 33,278 Accumulated deficit (17,974,518 ) 1,610,914 (16,363,604 ) Total stockholders deficit (3,012,221 ) 2,023,914 (1,401,307 ) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 2,149,345 $ 18,833,060 $ $ 20,019,405 NAS DEC 31, 2014 JD DEC 31, 2014 Adjustments MAR 01, 2014 DEC 31, 2014 REVENUE $ $ 17,659,460 $ 3,323,970 (2) $ 20,983,430 Less: allowance for bad debt (45,768 ) (45,768 ) NET REVENUE 17,613,692 20,937,662 COST OF REVENUE 14,484,162 2,866,011 (3) 17,350,173 GROSS PROFIT 3,129,530 3,587,489 OPERATING EXPENSES Selling, general and administrative expenses 336,756 1,554,762 329,307 (3)(4) 2,220,825 Professional fees and related expenses 577,481 35,515 2,570 (3) 615,566 Forgiveness of accrued officer compensation (112,851 ) (112,851 ) TOTAL OPERATING EXPENSES 801,386 1,590,277 2,723,540 OPERATING INCOME (LOSS) $ (801,386 ) $ 1,539,253 $ 863,949 OTHER EXPENSE (INCOME), non-operating Other income 24,990 (77,169 ) 33,320 (4) (18,859 ) Gain on acquisition, bargain purchase of JD (1,620,071 ) 39,208 (3) (1,580,863 ) Gain on extinguishment of debt (10,329 ) (10,329 ) Gain on change in fair value of derivative liabilities (51,172 ) (51,172 ) Loss on disposal of assets 574,312 574,312 Interest expense, net 1,165,741 1,051,268 131,989 (3) 2,348,998 TOTAL OTHER EXPENSE (INCOME), non-operating 1,129,230 (71,660 ) 1,262,087 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (1,930,616 ) 1,610,913 (398,138 ) PROVISION FOR INCOME TAXES NET (LOSS) INCOME $ (1,930,616 ) $ 1,610,913 $ (398,138 ) BASIC AND DILUTED LOSS PER SHARE $ (0.52 ) $ (0.11 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED 3,705,626 3,705,626 (1) Equity value for purchase of JD (2) Revenue earned prior to purchase of JD February 24, 2014 (eliminated in purchase based on 144 R (3) Expenses incurred prior to purchase of JD February 24, 2014 (eliminated in purchase based on 144 R (4) Intercompany elimination entry The Company is finalizing this transaction including putting a final valuation on a customer list which will qualify for separate disclosure and accounting apart from goodwill. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent events | NOTE 16: Subsequent events On December 31, 2014, the Company amended its employment contract with an executive officer of the Company. Per the agreement the Company granted 110,000 shares at a value of $0.01 per share or $1,100. These shares were issued on January 9, 2015. On December 31, 2014, the Company granted 160,890 shares as a part of conversion of debt. The shares were valued based on the conversion price of $0.20 or $32,167 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 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. |
Organization and basis of pre24
Organization and basis of presentation (Policy) | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying audited consolidated financial statements of National Automation Services, a Nevada corporation (NAS or the Company), have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. These financial statements have been presented in accordance with the Securities and Exchange Commission (SEC) rules governing a smaller reporting company for both periods of December 31, 2014 and December 31, 2013. |
Business Overview | Business Overview NAS is a public holding company that holds subsidiaries which provide services for the domestic oil and gas industry. Our business plan takes action with expansion through carefully selected acquisitions. Our services are needed by a wide variety of oil and natural gas industry providers in both private and public sectors. Our focus is to increase shareholder value through these carefully selected companies with NAS bringing oversight and resources to each, which will allow them to maximize profitability and growth opportunities within their markets, and expanding their customer base. This strategy will allow for rapid advancement in overall assets and revenue streams for the Company. On February 24, 2014, the Company entered into a purchase and sale agreement with JD Field Services (JD). This is the first of several anticipated acquisitions that NAS has as a part of its growth strategy. JD provides oilfield services to the oil and gas industry primarily focused around those activities that are related to the drilling, operation(s) and maintenance of the well-site. They are licensed in all states west of the Mississippi River including Alaska to do trucking, but are focused primarily in the Rocky Mountain Region. Oilfield services provided include heavy haul, water haul, and rig moving services as well as equipment, supplies, and specialty long hauling services. JD also provides oil and gas equipment rental services, hot shot, roustabout services and construction site development services. JD also operates a fabrication division that builds special-order oil and gas equipment and trucks for customers. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentrations of Credit and Business Risk | Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions and generally limits the amount of credit exposure to the amount in excess of the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2014, the Company did not have cash in any one banking institution that exceeded this limit. |
Customers | Customers JDs customers are the major and independent oil and gas companies that are active in the geographic areas in which we operate. There were no single customers that exceeded 14% of our total revenues in 2014. Our inability to continue to perform services for a number of our large existing customers, if not offset by sales to new or other existing customers could have a material adverse effect on our business and operations. The following table represents JDs customers that make up 10% or more of JDs total revenue and their estimated concentrations on JDs revenues: Customer Name Percentage of Revenue Anadarko Petroleum 14 % Helmerich & Payne Intl 13 % New Field Production Co. 10 % |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under FASB ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under FASB ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Notes), in accordance with FASB ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entitys own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of FASB ASC 815-40-05 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock also hinges on whether the instrument is indexed to an entitys own stock. A non-derivative instrument that is not indexed to an entitys own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entitys own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized binomial models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. |
Prepaid Expenses | Prepaid Expenses Amounts paid in advance for a benefit not yet received. This type of expense normally includes costs paid in one fiscal year (or period) that benefits a future year (or period). |
Property, Plant and Equipment | Property, Plant and Equipment As required by the Property, Plant and Equipment Topic of the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC), the Company is required to use a predetermined method in calculating depreciation expense. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally ten/fifteen years for heavy machinery, five years for vehicles, two to three years for computer software/hardware and office equipment and three to seven years for furniture, fixtures and office equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives. Upon the sale or retirement of property or equipment, the cost and related accumulated depreciation or amortization is removed from our balance sheet with the resulting gain or loss reflected in our results of operations. Maintenance costs are expensed as incurred. Due to the nature of the equipment, major repairs are capitalized as they reflect an adjustment to the overall value of the equipment and its useful life can be extended. In evaluating the salvage value service equipment the Company uses a standard of, Machinery and Equipment - Worth approximately 10 - 30% of purchase price after 10-15 years depending on the asset. Vehicles - Worth approximately 20% of purchase price after 10-15 years depending on the asset. These salvage values are based on industry averages for the type of machinery and equipment used in oilfield services. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts As required by the Receivables Topic of FASB ASC, the Company is required to use a predetermined method in calculating the current value for its bad debt on overall accounts receivable. The Company estimates its accounts receivable risks to provide allowances for doubtful accounts accordingly. We believe that our credit risk for accounts receivable is limited because of the way in which we conduct business largely in the areas of contracts. Accounts receivable includes the accrual of work in process for project contracts and field service revenue. We recognize that there is a potential of not being paid in a twelve (12) month period. Our evaluation includes the length of time receivables are past due, adverse situations that may affect a contracts scope to be paid, and prevailing economic conditions. We assess each and every customer to conclude whether or not remaining balances outstanding need to be placed into allowance and then re-evaluated for write-off. We review all accounts to ensure that all efforts have been exhausted before noting that a customer will not pay for services rendered. The evaluation is inherently subjective and estimates may be revised as more information becomes available. |
Sales Taxes | Sales Taxes The Company collects sales tax. The amount received is credited to a liability account as payments are received or invoices are generated. At any point in time, this account represents the net amount owed to the taxing authority for amounts collected but not yet remitted. Sales taxes are then remitted to the appropriate taxing jurisdictions. |
Income Taxes | Income Taxes As required by the Income Tax Topic of FASB ASC, income taxes are provided for using the liability method of accounting in accordance with the new codification standards. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, and at least quarterly due to current business operations, the Company assesses the carrying value of our net deferred tax assets. |
Stock Based Compensation | Stock Based Compensation Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company determines the value of stock issued at the date of grant. The Company also determines at the date of grant the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable. |
Earnings (loss) per share basic and diluted | Earnings (loss) per share basic and diluted Earnings per share is calculated in accordance with the Earnings per Share Topic of the FASB ASC. The weighted-average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share is computed using the weighted average number of shares plus dilutive potential common shares outstanding. Potentially dilutive common shares consist of employee stock options, warrants, and other convertible securities, and are excluded from the diluted earnings per share computation in periods where the Company has incurred net loss. During the year ended December 31, 2014, the Company incurred net income, resulting in dilutive common shares, and during the year ended December 31, 2013, the Company incurred net loss, resulting in no dilutive common shares. |
Fair Value Accounting | Fair Value Accounting As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions (For additional information see Note 12: Fair value The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Revenue Recognition | Revenue Recognition As required by the Revenue Recognition Topic of FASB ASC, the Company is required to use predetermined contract methods in determining the current value for revenue. Service Contracts In all cases, revenue is recognized as earned by the Company. As the client becomes liable to the Company for services provided, as defined in the agreement, the client is then invoiced and revenue is accordingly recognized and recorded. The Company does not recognize or record any revenues for which it does not have a legal basis for invoicing or legally collecting. |
Reverse Stock Split | Reverse Stock Split On September 11, 2014, the Company amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 200 shares of common stock. This amendment was approved and filed on record by the Nevada Secretary of State, effective September 11, 2014. On December 11, 2014, FINRA approved the reverse stock split for the Company. All the relevant information relating to numbers of shares and per share information contained in these consolidated financial statements has been retrospectively adjusted to reflect the reverse stock split for all periods presented. |
Organization and basis of pre25
Organization and basis of presentation (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Major Customers | The following table represents JDs customers that make up 10% or more of JDs total revenue and their estimated concentrations on JDs revenues: Customer Name Percentage of Revenue Anadarko Petroleum 14 % Helmerich & Payne Intl 13 % New Field Production Co. 10 % |
Restatement of Prior Periods (T
Restatement of Prior Periods (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
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 Adjustments As restated DEC 31, 2014 TOTAL ASSETS $ 20,019,405 $ 20,019,405 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 EQUITY 4,020 4,020 Additional paid in capital 15,398,073 (473,074 ) (1) 14,924,999 Stock payable 33,278 33,278 (15,782,515 ) (581,089 ) (1) (16,363,604 ) TOTAL EQUITY (347,144 ) 1,054,163 (1,401,307 ) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 20,019,405 $ 20,019,405 (1) Adjustment reflects correction of an error. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS As originally reported at DEC 31, 2014 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 ) (1,620,071 ) Interest expense, net 1,584,028 632,261 (1) 2,216,289 Gain on 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 450,766 581,089 1,031,855 NET INCOME (LOSS) $ 312,090 $ (268,999 ) BASIC (LOSS) INCOME PER SHARE $ 0.08 $ (0.07 ) DILUTED (LOSS) INCOME PER SHARE $ 0.06 $ (0.07 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,705,626 3,705,626 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTIVE 5,319,186 3,705,626 (1) Adjustment reflects correction of an error. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS As originally reported at DEC 31, 2014 Adjustments As restated DEC 31, 2014 Net (loss) income $ 312,090 (581,089 ) (1) $ (268,999 ) Cash used by operating activities Amortization of debt discount on notes payable 25,880 (1) 25,880 Change in fair value of derivative 586,418 (1) 586,418 Accretion of convertible notes BCF 31,209 (31,209 ) (1) Depreciation and amortization 1,255,574 1,255,574 Cash provided (used) by operating activities 2,826,035 2,826,035 Cash used for investing activities 353,697 353,697 Cash (used) provided 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 SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS Debt discount on convertible debt $ $ 602,580 (1) $ 602,580 Beneficial conversion feature on convertible debt $ (473,072 ) $ 473,072 (1) $ Derivative liability $ $ 603,300 (1) $ 603,300 (1) Adjustment reflects correction of an error. |
Liquidity resources and futur27
Liquidity resources and future capital requirements (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Liquidity resources and future capital requirements [Abstract] | |
Schedule of consolidated cash flows and total operating income | The Companys consolidated cash flows for the fiscal year ended December 31, 2014, and 2013 and total operating income for December 31, 2014 and 2013 were as follows: DEC 31, 2014 DEC 31, 2013 Net cash provided (used) by operating activities $ 2,826,000 $ (260,200 ) Net cash used by investing activities $ 353,700 $ Net cash (used) provided by financing activities $ (3,125,300 ) $ 277,200 DEC 31, 2014 DEC 31, 2013 Total net (loss) $ (268,999 ) $ (280,596 ) |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | DEC 31, DEC 31, 2014 2013 Accounts receivable $ 1,748,898 $ Less: allowance for doubtful accounts (88,671 ) Total $ 1,660,227 $ |
Property, plant & equipment, 29
Property, plant & equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | DEC 31, DEC 31, 2014 2013 Buildings $ 78,927 $ Furniture and fixtures 46,923 Vehicles 4,479,273 Machinery and equipment 13,234,926 Less: Accumulated depreciation (1,156,168 ) Total $ 16,683,881 $ |
Loans, capital lease and line30
Loans, capital lease and lines of credit (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Debt and Capital Lease Obligations [Abstract] | |
Schedule of Loans, Capital leases and Lines of Credit | The following tables represent the outstanding principle balance of loans, capital leases and lines of credit (LOC) and accrued interest for the Company as of December 31, 2014. The Company acquired the debt as a part of the JD acquisition. Description Loan date Maturity date Original amount of loan Interest rate Balance as of DEC 31, 2014 Ally 02 /24/2014 02 /10/2019 $ 43,395 4.01 % $ 31,284 Commercial Credit Group 12 /19/2014 12 /19/2019 1,940,969 10.00 % 1,552,775 Cat Financial 02 /24/2014 11 /09/2016 186,549 5.95 % 95,262 Equify 04 /08/2014 05 /01/2019 1,480,412 7.10 % 1,331,116 Phil Timothy 02 /24/2014 03 /28/2023 2,650,000 6.00 % 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 /19/2016 45,994 8.29 % 23,049 Ford Credit 09 /01/2014 08 /01/2017 43,110 5.04 % 33,693 GE Capital 09 /01/2014 08 /01/2019 213,600 6.96 % 202,093 GE Capital 09 /01/2014 08 /01/2020 203,789 6.93 % 194,574 GE Capital 09 /01/2014 08 /01/2016 48,000 9.11 % 42,669 GE Capital 02 /24/2014 10 /10/2018 189,151 6.42 % 129,135 GE Capital 02 /24/2014 07 /01/2018 153,944 7.20 % 100,047 John Deere Financial 02 /24/2014 09 /26/2017 262,350 4.00 % 155,136 Jimmy B Trucking 08 /11/2014 06 /11/2014 600,000 10.00 % 372,109 Mack Financial Services 02 /24/2014 03 /12/2016 326,746 6.00 % 98,478 Mack Financial Services 02 /24/2014 11 /09/2016 347,520 6.00 % 159,427 MACU 02 /24/2014 10 /26/2018 41,540 2.99 % 33,069 Rick Gurr/Gosling Service 08 /11/2014 06 /11/2014 210,000 10.00 % 130,238 Zions Bank 02 /24/2014 10 /15/2026 150,000 4.86 % 125,108 Zions Bank 02 /24/2014 10 /10/2016 101,091 4.57 % 31,998 Zions Bank 02 /24/2014 09 /30/2017 7,680,000 4.57 % 4,622,482 Zions Bank LOC 586,695 H&E Equipment 02 /24/2014 05 /01/2017 176,234 12.00 % 117,799 National Insurance 06 /01/2014 05 /31/2015 504,555 6.00 % 217,128 South Bay Capital 07 /25/2008 10,926 12.00 % 10,926 Capital lease 01 /15/2009 33,591 33,591 Goss 09 /19/2013 09 /19/2016 20,000 12.00 % 20,000 Kinney2 11 /01/2013 10 /31/2014 50,000 12.00 % 50,000 OConnor 04 /01/2009 71,000 10.00 % 71,000 Hanley 04 /01/2009 79,913 10.00 % 79,913 Spiker 12 /31/2010 9,500 10.00 % 9,500 Jesse 12 /31/2010 9,760 10.00 % 9,760 Marlow 12 /31/2010 13,000 10.00 % 2,000 Goss2 02 /28/2014 11 /28/2014 50,000 10.00 % 50,000 Krochak 07 /25/2014 30,000 10.00 % 30,000 Krueger 12 /09/2014 06 /06/2015 15,000 10.00 % 15,000 Total debt liabilities 13,173,815 Less: current portion 4,507,322 Total long term liabilities $ 8,666,493 |
Schedule of payments due by period | Payments due by period Less than More than Total 1 year 1-3 years 3-5 years 5 years Debt liabilities $ 15,515,007 $ 5,323,888 $ 8,151,211 $ 1,255,511 $ 784,397 Total contractual obligations $ 15,515,007 $ 5,323,888 $ 8,151,211 $ 1,255,511 $ 784,397 |
Convertible notes (Tables)
Convertible notes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | As of December 31, 2014, the following convertible notes payable are outstanding: Description Balance as of DEC 31, 2014 Interest accrued Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. 250,000 7,479 Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. 245,000 7,330 Convertible note issued on October 20, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. 45,000 1,065 Convertible note issued on December 16, 2014, at a 10% interest rate per annum for one (1) year, convertible to shares of common stock at $2.00 per share or if the Companys common stock falls below a certain price, at a discount to market price of Company common stock. 249,400 1,233 Convertible note issued on December 16, 2014, at a 10% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. 250,000 1,025 Convertible note issued on December 16, 2014, at a 8% interest rate per annum for nine (9) months, convertible to shares of common stock at discount to market price of Company common stock. 104,000 342 Total 1,143,400 $ 18,474 Less: Debt discount (577,749 ) Less: Current portion convertible debt (158,737 ) Total Long-term portion of convertible debt $ 406,914 |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The components of net deferred tax assets, including a valuation allowance, are as follows (rounded): Year Ended December 31, 2014 2013 Deferred tax asset: Net operating loss carry forward $ 11,982,500 $ 2,559,600 Stock based compensation 11,982,500 2,559,600 Total deferred tax assets 11,982,500 2,559,600 Less: valuation allowance (11,982,500 ) (2,559,600 ) Net Deferred Tax Assets $ $ *The Company completed an analysis of ownership changes under Section 382 of the Code. The analysis brought current the correct valuation allowance and deferred tax, see paragraph concerning the Section 382 analysis below. |
Schedule of Effective Income Tax Rate Reconciliation | The valuation allowance for deferred tax assets as of December 31, 2014 and 2013 was $11,982,500 and $2,559,600, respectively. Reconciliation between the statutory rate and the effective tax rate is as follows: Year Ended December 31, 2014 2013 Federal statutory tax rate 33 % 35 % State taxes, net of federal benefit 5 % 7 % Valuation allowance (38 )% (42 )% Effective tax rate 0 % 0 % |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | Alternate probabilities would have resulted in increases or decreases in the fair value of the debt conversion feature liability: 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 |
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 December 31, 2014 $ $ 1,189,718 Binomial option pricing model Expected term (years) 0.71 2.58 Volatility 271.84 % |
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 fiscal year ended December 31, 2014 and 2013: FISCAL YEAR ENDED DEC 31, 2014 DEC 31, 2013 Debt conversion feature: Beginning balance $ $ Additions 1,240,890 Adjustments resulting from changes in fair value recognized in earnings (51,172 ) Settlement through conversion of debt Ending balance $ 1,189,718 $ |
Stockholders' deficit (Tables)
Stockholders' deficit (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
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. April 11, 2014 Expected volatility 294.42 % Weighted-average volatility 294.42 % Expected dividends 0 Expected term (in years) 0.5 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 December 31, 2014 140,000 $ 7.70 Total granted, non-vested at December 31, 2014 140,000 $ 7.70 Non vested options Options Weighted average price of Options Granted, non-vested at December 31, 2014 35,000 $ 1.65 Total granted, non-vested at December 31, 2014 35,000 $ 1.65 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Business Acquisition | The Company calculated the fair value of the business acquisition as follows: ASSETS FEB 24, 2014 Cash $ 104,816 Accounts receivable 2,325,630 Prepaid expense 152,892 Fixed Assets 14,138,387 Intangible assets, net 29,402 LIABILITIES A/P, accrued, loans and LOC (14,718,056 ) Fair Market Value of Net Identifiable Assets on 2/24/2014 $ 2,033,071 Purchase Price Less: Stock for consideration (413,000 ) Bargain purchase option $ 1,620,071 |
Condensed Balance Sheet | The following is the pro forma information that discloses the results of operations as though the business combination had been completed as of the beginning of the period being reported on. NAS JD Adjustments (Unaudited) DEC 31, 2014 DEC 31, 2014 MAR 01, 2014 DEC 31, 2014 ASSETS CURRENT ASSETS Cash $ 30,538 $ 41,627 $ $ 72,165 Accounts receivable, net 1,660,227 1,660,227 Prepaid expenses 918,421 434,612 1,353,033 Other assets 610,000 (550,000 ) (4) 60,000 Total current assets 1,558,959 2,136,466 3,145,425 Property, plant & equipment, net 16,683,881 16,683,881 Security deposit 750 750 Deferred financing fees, net 176,636 12,713 189,349 Acquisition 413,000 (413,000 ) (1) TOTAL ASSETS $ 2,149,345 $ 18,833,060 $ $ 20,019,405 LIABILITIES AND STOCKHOLDERS DEFICIT CURRENT LIABILITIES Accounts payables and accrued liabilities $ 2,856,507 $ 2,987,818 $ (550,000 ) (4) $ 5,294,325 Current portion of loans, capital leases and line of credit 361,690 4,145,632 4,507,322 Derivative liability 1,189,718 1,189,718 Convertible debt, net of discount of $444,544 158,737 158,737 Mandatorily redeemable contingent liability 100,000 100,000 Current portion related party payable 68,000 44,536 112,536 Total current liabilities 4,734,652 7,177,986 11,362,638 Convertible debt, net of discount of $133,205 406,914 406,914 Long term loans related party 984,667 984,667 Long term loans, capital leases 20,000 8,646,493 8,666,493 Total liabilities 5,161,566 16,809,146 21,420,712 STOCKHOLDERS DEFICIT Preferred stock $0.001 par value, 10,000,000 authorized, 0 issued and outstanding 2014 Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding 4,020 4,020 Additional paid in capital 14,924,999 413,000 (413,000 ) (1) 14,924,999 Stock payable 33,278 33,278 Accumulated deficit (17,974,518 ) 1,610,914 (16,363,604 ) Total stockholders deficit (3,012,221 ) 2,023,914 (1,401,307 ) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 2,149,345 $ 18,833,060 $ $ 20,019,405 |
Condensed Income Statement | NAS DEC 31, 2014 JD DEC 31, 2014 Adjustments MAR 01, 2014 DEC 31, 2014 REVENUE $ $ 17,659,460 $ 3,323,970 (2) $ 20,983,430 Less: allowance for bad debt (45,768 ) (45,768 ) NET REVENUE 17,613,692 20,937,662 COST OF REVENUE 14,484,162 2,866,011 (3) 17,350,173 GROSS PROFIT 3,129,530 3,587,489 OPERATING EXPENSES Selling, general and administrative expenses 336,756 1,554,762 329,307 (3)(4) 2,220,825 Professional fees and related expenses 577,481 35,515 2,570 (3) 615,566 Forgiveness of accrued officer compensation (112,851 ) (112,851 ) TOTAL OPERATING EXPENSES 801,386 1,590,277 2,723,540 OPERATING INCOME (LOSS) $ (801,386 ) $ 1,539,253 $ 863,949 OTHER EXPENSE (INCOME), non-operating Other income 24,990 (77,169 ) 33,320 (4) (18,859 ) Gain on acquisition, bargain purchase of JD (1,620,071 ) 39,208 (3) (1,580,863 ) Gain on extinguishment of debt (10,329 ) (10,329 ) Gain on change in fair value of derivative liabilities (51,172 ) (51,172 ) Loss on disposal of assets 574,312 574,312 Interest expense, net 1,165,741 1,051,268 131,989 (3) 2,348,998 TOTAL OTHER EXPENSE (INCOME), non-operating 1,129,230 (71,660 ) 1,262,087 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (1,930,616 ) 1,610,913 (398,138 ) PROVISION FOR INCOME TAXES NET (LOSS) INCOME $ (1,930,616 ) $ 1,610,913 $ (398,138 ) BASIC AND DILUTED LOSS PER SHARE $ (0.52 ) $ (0.11 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED 3,705,626 3,705,626 (1) Equity value for purchase of JD (2) Revenue earned prior to purchase of JD February 24, 2014 (eliminated in purchase based on 144 R (3) Expenses incurred prior to purchase of JD February 24, 2014 (eliminated in purchase based on 144 R (4) Intercompany elimination entry |
Organization and basis of pre36
Organization and basis of presentation (Schedule of Major Customers) (Details) - Customer Concentration Risk [Member] - Sales Revenue, Net [Member] | 12 Months Ended |
Dec. 31, 2014 | |
Maximum [Member] | |
Concentration Risk [Line Items] | |
Percentage of Revenue | 14.00% |
Anadarko Petroleum [Member] | |
Concentration Risk [Line Items] | |
Percentage of Revenue | 14.00% |
Helmerich and Payne International [Member] | |
Concentration Risk [Line Items] | |
Percentage of Revenue | 13.00% |
New Field Production Co [Member] | |
Concentration Risk [Line Items] | |
Percentage of Revenue | 10.00% |
Organization and basis of pre37
Organization and basis of presentation (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
FDIC insured limit | $ 250,000 | |
Stock split ratio | 1 share for every 200 shares of common stock | |
Machinery and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | |
Salvage value | 10.00% | |
Machinery and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 15 years | |
Salvage value | 30.00% | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Salvage value | 20.00% | |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture and fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture and fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years |
Restatement of Prior Periods (D
Restatement of Prior Periods (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
ASSETS | ||||
TOTAL ASSETS | $ 20,019,405 | $ 17,696 | ||
Derivative liability | 1,189,718 | |||
TOTAL LIABILITIES | 21,420,712 | $ 3,062,568 | ||
EQUITY | ||||
Common stock | 4,020 | 3,080 | ||
Additional paid in capital | 14,924,999 | 12,671,481 | ||
Stock payable | 33,278 | 375,172 | ||
Accumulated deficit | (16,363,604) | (16,094,605) | ||
TOTAL EQUITY | (1,401,307) | (3,044,872) | $ (3,538,986) | |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | 20,019,405 | $ 17,696 | ||
As originally reported [Member] | ||||
ASSETS | ||||
TOTAL ASSETS | $ 20,019,405 | |||
Derivative liability | ||||
Convertible notes, net of discount | $ 701,206 | |||
Other liabilities | 19,665,343 | |||
TOTAL LIABILITIES | 20,366,549 | |||
EQUITY | ||||
Common stock | 4,020 | |||
Additional paid in capital | 15,398,073 | |||
Stock payable | 33,278 | |||
Accumulated deficit | (15,782,515) | |||
TOTAL EQUITY | (347,144) | |||
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ 20,019,405 | |||
Adjustments [Member] | ||||
ASSETS | ||||
TOTAL ASSETS | ||||
Derivative liability | [1] | $ 1,189,718 | ||
Convertible notes, net of discount | [1] | $ (135,555) | ||
Other liabilities | ||||
TOTAL LIABILITIES | $ 1,054,163 | |||
EQUITY | ||||
Additional paid in capital | [1] | $ (473,074) | ||
Stock payable | ||||
Accumulated deficit | [1],[2] | $ (581,089) | ||
TOTAL EQUITY | 1,054,163 | |||
Restated [Member] | ||||
ASSETS | ||||
TOTAL ASSETS | 20,019,405 | |||
Derivative liability | 1,189,718 | |||
Convertible notes, net of discount | 565,651 | |||
Other liabilities | 19,665,343 | |||
TOTAL LIABILITIES | 21,420,712 | |||
EQUITY | ||||
Common stock | 4,020 | |||
Additional paid in capital | 14,924,999 | |||
Stock payable | 33,278 | |||
Accumulated deficit | (16,363,604) | |||
TOTAL EQUITY | (1,401,307) | |||
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ 20,019,405 | |||
[1] | Adjustment reflects correction of an error. | |||
[2] | Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805 |
Restatement of Prior Periods 39
Restatement of Prior Periods (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
TOTAL OPERATING INCOME | $ 762,856 | $ (205,970) | |
OTHER (INCOME) / EXPENSE | |||
Other income | (1,758,746) | (206,835) | |
Gain on extinguishment of debt | 10,334 | $ 206,835 | |
Gain on bargain purchase acquisition of JD | 1,620,071 | ||
Interest expense, net | (2,216,289) | $ (281,461) | |
Gain on change in fair value of derivative liabilities | 51,172 | ||
Loss on disposal of fixed assets | (574,312) | ||
NET LOSS | $ (268,999) | $ (280,596) | |
BASIC (LOSS) INCOME PER SHARE | $ (0.07) | $ (0.13) | |
As originally reported [Member] | |||
TOTAL OPERATING INCOME | $ 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) | ||
Interest expense, net | $ 1,584,028 | ||
Gain on change in fair value of derivative liabilities | |||
Loss on disposal of fixed assets | $ 574,312 | ||
TOTAL OTHER (INCOME) / EXPENSE | 450,766 | ||
NET LOSS | $ 312,090 | ||
BASIC (LOSS) INCOME PER SHARE | $ 0.08 | ||
DILUTED (LOSS) INCOME PER SHARE | $ 0.06 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,705,626 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 5,319,186 | ||
Adjustments [Member] | |||
TOTAL OPERATING INCOME | |||
OTHER (INCOME) / EXPENSE | |||
Other income | |||
Gain on extinguishment of debt | |||
Gain on bargain purchase acquisition of JD | |||
Interest expense, net | [1] | $ 632,263 | |
Gain on change in fair value of derivative liabilities | [1] | $ (51,172) | |
Loss on disposal of fixed assets | |||
TOTAL OTHER (INCOME) / EXPENSE | $ 581,089 | ||
NET LOSS | [1] | (581,089) | |
Restated [Member] | |||
TOTAL OPERATING INCOME | 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) | ||
Interest expense, net | 2,216,289 | ||
Gain on change in fair value of derivative liabilities | (51,172) | ||
Loss on disposal of fixed assets | 574,312 | ||
TOTAL OTHER (INCOME) / EXPENSE | 1,031,855 | ||
NET LOSS | $ (268,999) | ||
BASIC (LOSS) INCOME PER SHARE | $ (0.07) | ||
DILUTED (LOSS) INCOME PER SHARE | $ (0.07) | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,705,626 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,705,626 | ||
[1] | Adjustment reflects correction of an error. |
Restatement of Prior Periods 40
Restatement of Prior Periods (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Net income (loss) | $ (268,999) | $ (280,596) | |
Cash used by operating activities | |||
Amortization of debt discount on notes payable | 25,880 | $ 9,568 | |
Change in fair value of derivative | 586,418 | ||
Depreciation and amortization | 1,255,574 | ||
Cash provided (used) by operating activities | 2,826,035 | $ (260,157) | |
Cash provided by investing activities | 353,697 | ||
Cash (used) provided by financing activities | (3,125,263) | $ 277,200 | |
Increase (decrease) in cash | 54,469 | 17,043 | |
Cash at beginning of the year | 17,696 | 652 | |
Cash at end of the year | 72,165 | 17,696 | |
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS | |||
Debt discount on convertible debt | 602,580 | $ 4,500 | |
Derivative liability | 603,300 | ||
As originally reported [Member] | |||
Net income (loss) | $ 312,090 | ||
Cash used by operating activities | |||
Amortization of debt discount on notes payable | |||
Change in fair value of derivative | |||
Accretion of convertible notes BCF | $ 31,209 | ||
Depreciation and amortization | 1,255,574 | ||
Cash provided (used) by operating activities | 2,826,035 | ||
Cash provided by investing activities | 353,697 | ||
Cash (used) provided by financing activities | (3,125,263) | ||
Increase (decrease) in cash | 54,469 | ||
Cash at beginning of the year | 17,696 | ||
Cash at end of the year | $ 72,165 | $ 17,696 | |
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS | |||
Debt discount on convertible debt | |||
Beneficial conversion feature on convertible debt | $ (473,072) | ||
Derivative liability | |||
Adjustments [Member] | |||
Net income (loss) | [1] | $ (581,089) | |
Cash used by operating activities | |||
Amortization of debt discount on notes payable | [1] | 25,880 | |
Change in fair value of derivative | [1] | 586,418 | |
Accretion of convertible notes BCF | [1] | $ (31,209) | |
Depreciation and amortization | |||
Cash provided (used) by operating activities | |||
Cash provided by investing activities | |||
Cash (used) provided by financing activities | |||
Increase (decrease) in cash | |||
Cash at beginning of the year | |||
Cash at end of the year | |||
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS | |||
Debt discount on convertible debt | [1] | $ 602,580 | |
Beneficial conversion feature on convertible debt | [1] | 473,072 | |
Derivative liability | [1] | 603,300 | |
Restated [Member] | |||
Net income (loss) | (268,999) | ||
Cash used by operating activities | |||
Amortization of debt discount on notes payable | 25,880 | ||
Change in fair value of derivative | $ 586,418 | ||
Accretion of convertible notes BCF | |||
Depreciation and amortization | $ 1,255,574 | ||
Cash provided (used) by operating activities | 2,826,035 | ||
Cash provided by investing activities | 353,697 | ||
Cash (used) provided by financing activities | (3,125,263) | ||
Increase (decrease) in cash | 54,469 | ||
Cash at beginning of the year | 17,696 | ||
Cash at end of the year | 72,165 | $ 17,696 | |
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS | |||
Debt discount on convertible debt | $ 602,580 | ||
Beneficial conversion feature on convertible debt | |||
Derivative liability | $ 603,300 | ||
[1] | Adjustment reflects correction of an error. |
Liquidity resources and futur41
Liquidity resources and future capital requirements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated cash flows and total operating income | ||
Net cash provided (used) by operating activities | $ 2,826,035 | $ (260,157) |
Net cash used by investing activities | 353,697 | |
Net cash (used) provided by financing activities | (3,125,263) | $ 277,200 |
NET LOSS | $ (268,999) | $ (280,596) |
Liquidity resources and futur42
Liquidity resources and future capital requirements (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Liquidity Resources And Future Capital Requirements Details Narrative | |||
Working capital deficit | $ 8,217,213 | ||
Stockholders' deficit | 1,401,307 | $ 3,044,872 | $ 3,538,986 |
Increased revenues | $ 72,200 | $ 54,500 | |
Increased revenues percentage | 308.00% |
Accounts receivable, net (Detai
Accounts receivable, net (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts Receivable, Net [Abstract] | ||
Accounts receivable | $ 1,748,898 | |
Less: allowance for doubtful accounts | (88,671) | |
Total | $ 1,660,227 |
Other receivable (Details)
Other receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Aug. 31, 2014 | |
Other receivable [Abstract] | ||
Other receivables | $ 70,000 | |
Amount of deposit returned to Company | $ 10,000 |
Property, plant & equipment, 45
Property, plant & equipment, net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | ||
Less: Accumulated depreciation | $ (1,156,168) | |
Total | 16,683,881 | |
Depreciation expense | 1,214,390 | $ 0 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 78,927 | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 46,923 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 4,479,273 | |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 13,234,926 |
Loans, capital lease and line46
Loans, capital lease and lines of credit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Total debt liabilities | $ 13,173,815 | |
Less: current portion | 4,507,322 | $ 94,517 |
Total long-term liabilities | 8,666,493 | $ 169,500 |
Unsecured line of credit | $ 500,000 | |
LIBOR spread | 3.85% | |
Line of credit balance | $ 586,695 | |
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 | $ 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 | $ 1,552,775 | |
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 | $ 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 | $ 1,331,116 | |
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 | $ 2,274,936 | |
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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 16,050 | |
Long Term Debt Fifteen [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Feb. 24, 2014 | |
Maturity date | Sep. 19, 2016 | |
Original amount of loan | $ 45,994 | |
Interest rate | 8.29% | |
Total debt liabilities | $ 23,049 | |
Long Term Debt Sixteen [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Sep. 1, 2014 | |
Maturity date | Aug. 1, 2017 | |
Original amount of loan | $ 43,110 | |
Interest rate | 5.04% | |
Total debt liabilities | $ 33,693 | |
Long Term Debt Seventeen [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Sep. 1, 2014 | |
Maturity date | Aug. 1, 2019 | |
Original amount of loan | $ 213,600 | |
Interest rate | 6.96% | |
Total debt liabilities | $ 202,093 | |
Long Term Debt Eighteen [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Sep. 1, 2014 | |
Maturity date | Aug. 1, 2020 | |
Original amount of loan | $ 203,789 | |
Interest rate | 6.93% | |
Total debt liabilities | $ 194,574 | |
Long Term Debt Nineteen [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 | $ 42,669 | |
Long Term Debt Twenty [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Feb. 24, 2014 | |
Maturity date | Oct. 10, 2018 | |
Original amount of loan | $ 189,151 | |
Interest rate | 6.42% | |
Total debt liabilities | $ 129,135 | |
Long Term Debt Twenty One [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 | $ 100,047 | |
Long Term Debt Twenty Two [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 | $ 155,136 | |
Long Term Debt Twenty Three [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Aug. 11, 2014 | |
Maturity date | Jun. 11, 2014 | |
Original amount of loan | $ 600,000 | |
Interest rate | 10.00% | |
Total debt liabilities | $ 372,109 | |
Long Term Debt Twenty Four [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 | $ 98,478 | |
Long Term Debt Twenty Five [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 | $ 159,427 | |
Long Term Debt Twenty Six [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 | $ 33,069 | |
Long Term Debt Twenty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Aug. 11, 2014 | |
Maturity date | Jun. 11, 2014 | |
Original amount of loan | $ 210,000 | |
Interest rate | 10.00% | |
Total debt liabilities | $ 130,238 | |
Long Term Debt Twenty Eight [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 | $ 125,108 | |
Long Term Debt Twenty Nine [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 | $ 31,998 | |
Long Term Debt Thirty [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 | $ 4,622,482 | |
Long Term Debt Thirty One [Member] | ||
Debt Instrument [Line Items] | ||
Original amount of loan | ||
Interest rate | ||
Total debt liabilities | $ 586,695 | |
Long Term Debt Thirty Two [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 | $ 117,799 | |
Long Term Debt Thirty Three [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Jun. 1, 2014 | |
Maturity date | May 31, 2015 | |
Original amount of loan | $ 504,555 | |
Interest rate | 6.00% | |
Total debt liabilities | $ 217,128 | |
Long Term Debt Thirty Four [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Jul. 25, 2008 | |
Original amount of loan | $ 10,926 | |
Interest rate | 12.00% | |
Total debt liabilities | $ 10,926 | |
Long Term Debt Thirty Five [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Jan. 15, 2009 | |
Original amount of loan | $ 33,591 | |
Interest rate | ||
Total debt liabilities | $ 33,591 | |
Long Term Debt Thirty Six [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 | |
Long Term Debt Thirty Seven [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Nov. 1, 2013 | |
Maturity date | Oct. 31, 2014 | |
Original amount of loan | $ 50,000 | |
Interest rate | 12.00% | |
Total debt liabilities | $ 50,000 | |
Long Term Debt Thirty Eight [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 | |
Long Term Debt Thirty Nine [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 | |
Long Term Debt Forty [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 | |
Long Term Debt Forty One [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 | |
Long Term Debt Forty Two [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Dec. 31, 2010 | |
Original amount of loan | $ 13,000 | |
Interest rate | 10.00% | |
Total debt liabilities | $ 2,000 | |
Long Term Debt Forty Three [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Feb. 28, 2014 | |
Maturity date | Nov. 28, 2014 | |
Original amount of loan | $ 50,000 | |
Interest rate | 10.00% | |
Total debt liabilities | $ 50,000 | |
Long Term Debt Forty Four [Member] | ||
Debt Instrument [Line Items] | ||
Loan date | Jul. 25, 2014 | |
Original amount of loan | $ 30,000 | |
Interest rate | 10.00% | |
Total debt liabilities | $ 30,000 | |
Long Term Debt Forty Five [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 | $ 15,000 |
Loans, capital lease and line47
Loans, capital lease and lines of credit (Details 1) | Dec. 31, 2014USD ($) |
Debt liabilities, Payments due by period | |
Less than 1 year | $ 15,515,007 |
1-3 years | 5,323,888 |
3-5 years | 8,151,211 |
More than 5 years | 1,255,511 |
Total | 784,397 |
Total contractual obligations, Payments due by period | |
Less than 1 year | 15,515,007 |
1-3 years | 5,323,888 |
3-5 years | 8,151,211 |
More than 5 years | 1,255,511 |
Total | $ 784,397 |
Loans, capital lease and line48
Loans, capital lease and lines of credit (Details Narrative) - USD ($) | Aug. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Mandatorily Redeemable Common Stock [Line Items] | ||||
Mandatorily redeemable contingent liability | $ 100,000 | |||
Restricted Stock [Member] | ||||
Mandatorily Redeemable Common Stock [Line Items] | ||||
Restricted common stock granted but unissued, shares | 17,209 | |||
Restricted common stock granted but unissued | $ 344,172 | |||
Restricted Stock [Member] | Convertible Note Issued May Twenty Four Two Thousand Eleven [Member] | ||||
Mandatorily Redeemable Common Stock [Line Items] | ||||
Restricted common stock granted but unissued, shares | 53,837 | |||
Restricted common stock granted but unissued | $ 269,186 | |||
Number of shares repurchased | 20,000 | |||
Value of shares repurchased | $ 100,000 | |||
Threshold value of shares, the note holder is entitled to additional shares to compensate | 100,000 | |||
Value of shares that if value falls below, the note holder will be awarded additional shares to compensate | $ 100,000 | |||
Restricted Stock [Member] | Convertible Note Issued May Twenty Four Two Thousand Eleven [Member] | Maximum [Member] | ||||
Mandatorily Redeemable Common Stock [Line Items] | ||||
Period following the completion of planned secondary offering to repurchase shares | 30 days |
Convertible notes (Details)
Convertible notes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2014 | Oct. 20, 2014 | Jun. 30, 2014 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 01, 2014 | |
Debt Instrument [Line Items] | |||||||
Note Value | $ 1,143,400 | $ 1,143,400 | |||||
Interest accrued | 18,474 | 18,474 | |||||
Less: Debt discount | (577,749) | (577,749) | |||||
Less: Current portion convertible debt | (158,737) | (158,737) | |||||
Total Long-term portion of convertible debt | $ 406,914 | $ 406,914 | |||||
Conversion price per share | $ 0.20 | $ 0.20 | |||||
Payments on convertible notes | $ 25,500 | ||||||
Shares issued for notes payable conversion | 160,890 | ||||||
Convertible Debt [Member] | Independent Director Four [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 12.00% | 12.00% | |||||
Debt term | 30 days | ||||||
Principal amount of debt | $ 250,000 | ||||||
Convertible Notes Issued October First 2014 One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Note Value | $ 250,000 | 250,000 | |||||
Interest accrued | $ 7,479 | $ 7,479 | |||||
Interest rate | 12.00% | 12.00% | |||||
Debt term | 3 years | ||||||
Convertible Notes Issued October First 2014 Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Note Value | $ 245,000 | $ 245,000 | |||||
Interest accrued | $ 7,330 | $ 7,330 | |||||
Interest rate | 12.00% | 12.00% | |||||
Debt term | 3 years | ||||||
Convertible Notes Issued October Twenty 2014 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Note Value | $ 45,000 | $ 45,000 | |||||
Interest accrued | $ 1,065 | $ 1,065 | |||||
Interest rate | 12.00% | 12.00% | |||||
Debt term | 3 years | ||||||
Convertible Notes Issued December Sixteen 2014 One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Note Value | $ 249,400 | $ 249,400 | |||||
Interest accrued | $ 1,233 | $ 1,233 | |||||
Interest rate | 10.00% | 10.00% | |||||
Debt term | 1 year | ||||||
Conversion price per share | $ 2 | $ 2 | |||||
Convertible Notes Issued December Sixteen 2014 Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Note Value | $ 250,000 | $ 250,000 | |||||
Interest accrued | $ 1,025 | $ 1,025 | |||||
Interest rate | 10.00% | 10.00% | |||||
Debt term | 1 year | ||||||
Convertible Notes Issued December Sixteen 2014 Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Note Value | $ 104,000 | $ 104,000 | |||||
Interest accrued | $ 342 | $ 342 | |||||
Interest rate | 8.00% | 8.00% | |||||
Debt term | 9 months | ||||||
Convertible Note Issued September Tenth Thousand Thirteen [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payments on convertible notes | $ 5,720 | ||||||
Convertible Notes Issued September Eleven Thousand Thirteen One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payments on convertible notes | 2,850 | ||||||
Convertible Notes Issued September Eleven Thousand Thirteen Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payments on convertible notes | 2,850 | ||||||
Convertible Notes Issued September Eighteen Thousand Thirteen [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payments on convertible notes | 1,150 | ||||||
Convertible Notes Issued September Nineteenth 2013 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payments on convertible notes | 2,850 | ||||||
Convertible Notes Issued November Twenty 2013[Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payments on convertible notes | $ 13,000 | ||||||
Convertible Notes Issued April Eleven Two Thousand Eleven [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Restricted shares issued | 53,837 | ||||||
Accrued interest settled by restricted stock | $ 145,186 | ||||||
Principle settled by issuance of restricted stock | $ 124,000 | ||||||
Convertible Notes Issued July Ten Thousand Thirteen [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount of debt converted | $ 32,178 | ||||||
Shares issued for notes payable conversion | 160,890 | ||||||
Debt Instrument, Redemption, Period One [Member] | Convertible Debt [Member] | Independent Director Four [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 12.00% | ||||||
Principal amount of debt | $ 495,000 | $ 245,000 |
Operating lease agreement (Deta
Operating lease agreement (Details) - 12 months ended Dec. 31, 2014 - 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) | Sep. 14, 2014USD ($)item | Oct. 20, 2014USD ($) | Dec. 31, 2014USD ($)shares | Oct. 01, 2014USD ($)item | Dec. 31, 2013USD ($) |
Related Party Transaction [Line Items] | |||||
Accrued interest payable | $ 18,474 | ||||
Independent Director Three [Member] | Short-term Debt [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument term | 30 days | ||||
Number of debt instruments | item | 2 | ||||
Original amount of loan | $ 450,000 | ||||
Interest rate | 10.00% | ||||
Penalty as a percentage of principal amount | 4.00% | ||||
Penalty payment period in event of default | 30 days | ||||
Independent Director One [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan date | Apr. 22, 2014 | ||||
Original amount of loan | $ 28,000 | ||||
Interest rate | 10.00% | ||||
Balance due to related party | $ 18,000 | ||||
Accrued interest payable | $ 1,723 | ||||
Independent Director Two [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan date | Apr. 2, 2014 | ||||
Original amount of loan | $ 50,000 | ||||
Interest rate | 10.00% | ||||
Stock issued for deferred financing fee, shares | shares | 20,000 | ||||
Balance due to related party | $ 50,000 | ||||
Accrued interest payable | 3,729 | ||||
Employee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Notes payable - related party | $ 172,173 | ||||
Maximum [Member] | Independent Director Three [Member] | Short-term Debt [Member] | |||||
Related Party Transaction [Line Items] | |||||
Penalty as a percentage of principal amount | 12.00% | ||||
Convertible Debt [Member] | Independent Director Four [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument term | 30 days | ||||
Number of debt instruments | item | 3 | ||||
Original amount of loan | $ 250,000 | ||||
Maturity date | Oct. 20, 2017 | ||||
Interest rate | 12.00% | 12.00% | |||
Penalty as a percentage of principal amount | 4.00% | ||||
Percentage of discount on conversion price of original debt | 30.00% | ||||
Period used to calculate average closing price of common stock | 10 days | ||||
Percentage of discount on conversion price of penalty amount | 40.00% | ||||
Convertible Debt [Member] | Maximum [Member] | Independent Director Four [Member] | |||||
Related Party Transaction [Line Items] | |||||
Penalty as a percentage of principal amount | 24.00% | ||||
Debt Instrument, Redemption, Period One [Member] | Convertible Debt [Member] | Independent Director Four [Member] | |||||
Related Party Transaction [Line Items] | |||||
Original amount of loan | $ 495,000 | $ 245,000 | |||
Maturity date | Sep. 2, 2017 | ||||
Interest rate | 12.00% | ||||
Jd Field Services Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Monthly rent expense | 10,500 | ||||
Rent expense | $ 126,000 | ||||
Jd Field Services Inc [Member] | Beneficial Owner of Five Percent or More Equity [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan date | Feb. 24, 2014 | ||||
Interest rate | 7.05% | ||||
Balance due to related party | $ 512,895 | ||||
Accrued interest payable | 9,597 | ||||
Additional amount owed | $ 2,895 | ||||
Jd Field Services Inc [Member] | Director and Beneficial Owner of Five Percent or More Equity [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan date | Feb. 24, 2014 | ||||
Interest rate | 6.00% | ||||
Balance due to related party | $ 516,308 | ||||
Accrued interest payable | 24,187 | ||||
Additional amount owed | 205,050 | ||||
Jd Field Services Inc [Member] | Independent Director One [Member] | |||||
Related Party Transaction [Line Items] | |||||
Original amount of loan | 269,587 | ||||
Jd Field Services Inc [Member] | Independent Director Two [Member] | |||||
Related Party Transaction [Line Items] | |||||
Original amount of loan | $ 510,000 |
Income tax (Narrative) (Details
Income tax (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | $ 19,539,000 | $ 7,313,000 |
Accrual for interest and penalties | $ 147,200 | $ 155,600 |
Expiration of operating loss carry forward | Dec. 31, 2027 | |
Earliest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Open tax years | 2,008 | |
Latest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Open tax years | 2,014 |
Income tax (Schedule of Net Def
Income tax (Schedule of Net Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | [1] |
Deferred tax asset: | |||
Net operating loss carry forward | $ 11,982,500 | $ 2,559,600 | |
Stock based compensation | |||
Total deferred tax assets | $ 11,982,500 | $ 2,559,600 | |
Less: valuation allowance | $ (11,982,500) | $ (2,559,600) | |
Net Deferred Tax Assets | |||
[1] | The Company completed an analysis of ownership changes under Section 382 of the Code. The analysis brought current the correct valuation allowance and deferred tax, see paragraph concerning the Section 382 analysis below. |
Income tax (Reconciliaton of Co
Income tax (Reconciliaton of Company's Effective Tax Rates) (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | 33.00% | 35.00% |
State taxes, net of federal benefit | 5.00% | 7.00% |
Valuation allowance | (38.00%) | (42.00%) |
Effective tax rate | 0.00% | 0.00% |
Fair Value (Fair value of debt
Fair Value (Fair value of debt conversion feature liability) (Details) | Dec. 31, 2014USD ($) |
Derivative liability | |
Debt conversion feature | $ 1,189,718 |
Total financial liabilities | $ 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 | $ 1,189,718 |
Total financial liabilities | $ 1,189,718 |
Fair Value (Valuation technique
Fair Value (Valuation techniques and significant unobservable inputs fair value for significant Level 3 liabilities) (Details) - Dec. 31, 2014 - Level 3 [Member] - USD ($) | Total |
Fair Value, Assets | |
Fair Value, Liabilities | $ 1,189,718 |
Valuation Technique | Binomial option pricing model |
Volatility | 271.84% |
Minimum [Member] | |
Expected term (years) | 8 months 16 days |
Maximum [Member] | |
Expected term (years) | 2 years 6 months 29 days |
Fair Value (Debt conversion fea
Fair Value (Debt conversion feature liabilities measured at fair value on a recurring basis) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance | ||
Additions | $ 1,240,890 | |
Adjustments resulting from changes in fair value recognized in earnings | $ (51,172) | |
Settlement through conversion of debt | ||
Ending balance | $ 1,189,718 |
Stockholders' deficit Preferred
Stockholders' deficit Preferred Stock (Narrative) (Details) - $ / shares | Dec. 31, 2014 | Sep. 11, 2014 | Dec. 31, 2013 |
Stockholders' Equity Note [Abstract] | |||
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 |
Stockholders' deficit Common St
Stockholders' deficit Common Stock (Narrative) (Details) - USD ($) | Dec. 11, 2014 | Aug. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | May. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 12, 2014 | Feb. 28, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 50,000 | ||||||||||||
Stock issued for service agreements | $ 31,000 | $ 1,093,500 | $ 29,985 | ||||||||||
Shares issued for notes payable conversion | 160,890 | ||||||||||||
Debt amount converted into common stock | $ 32,168 | $ 319,512 | $ 138,602 | ||||||||||
Conversion price per share | $ 0.20 | $ 0.20 | |||||||||||
Number of common shares reserved based on convertible note agreements | 2,360,000 | 2,360,000 | |||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | ||||||||||
Reverse stock split | 1 share for every 200 shares of common stock | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares granted | 110,000 | 35,000 | |||||||||||
Price per share granted | $ 0.01 | $ 0.01 | |||||||||||
Value of shares granted | $ 1,100 | ||||||||||||
Option term | 18 months | ||||||||||||
Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for the amended purchase and sale agreement, shares | 590,000 | ||||||||||||
Price per share | $ 5.62 | ||||||||||||
Shares issued for notes payable conversion | 3,192 | ||||||||||||
Debt amount converted into common stock | $ 17,940 | ||||||||||||
Common Stock [Member] | Consultant [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 25,000 | ||||||||||||
Stock issued for service agreements | $ 125,000 | ||||||||||||
Price per share | $ 5 | ||||||||||||
Common Stock [Member] | Director [Member] | Equity Issuance Transaction Two [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 35,000 | ||||||||||||
Stock issued for service agreements | $ 69,510 | ||||||||||||
Price per share | $ 1.98 | ||||||||||||
Common Stock [Member] | Director [Member] | Equity Issuance Transaction One [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 12,500 | ||||||||||||
Stock issued for service agreements | $ 24,750 | ||||||||||||
Price per share | $ 1.98 | ||||||||||||
Convertible Notes Issued December Sixteen 2014 One [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Conversion price per share | $ 2 | $ 2 | |||||||||||
Jd Field Services Inc [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares of common stock held in reserve for Seller Interests | 760,000 | 760,000 | 760,000 | ||||||||||
Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued to director for board service, shares | 699 | ||||||||||||
Stock issued for the amended purchase and sale agreement, shares | 590,000 | ||||||||||||
Stock issued for service agreements, shares | 105,000 | ||||||||||||
Stock issued for service agreements | $ 808,500 | ||||||||||||
Stock issued to director for deferred financing fee, shares | 20,000 | ||||||||||||
Stock issued to director for deferred financing fee | $ 50,000 | ||||||||||||
Restricted common stock granted but unissued, shares | 17,209 | ||||||||||||
Shares issued, price per share | $ 0.10 | ||||||||||||
Restricted common stock granted but unissued | $ 344,172 | ||||||||||||
Unissued shares of restriced common stock granted | 17,209 | 17,209 | |||||||||||
Restricted Stock [Member] | Equity Issuance Transaction Two [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 5,000 | ||||||||||||
Stock issued for service agreements | $ 41,400 | ||||||||||||
Restricted Stock [Member] | Equity Issuance Transaction One [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock issued for service agreements, shares | 20,000 | ||||||||||||
Stock issued for service agreements | $ 160,000 | ||||||||||||
Restricted Stock [Member] | Convertible Note Issued April Eleven Two Thousand Eleven [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued for notes payable conversion | 53,837 | ||||||||||||
Debt amount converted into common stock | $ 269,186 | ||||||||||||
Warrant [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Option term | 360 days | ||||||||||||
Warrant exercise price | $ 0.002 | ||||||||||||
Shares covered by each warrant | 1 | ||||||||||||
Valuation model | Black-Scholes |
Stockholders' deficit (Schedule
Stockholders' deficit (Schedule of Assumptions) (Details) - Warrant [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 294.42% | 297.60% |
Weighted-average volatility | 294.42% | 297.60% |
Expected dividends | $ 0 | $ 0 |
Expected term (in years) | 6 months | 1 year 6 months |
Risk-free rate | 0.06% | 0.06% |
Stockholders' deficit (Schedu61
Stockholders' deficit (Schedule of Non-Vested Warrants) (Details) - 12 months ended Dec. 31, 2014 - $ / shares | Total |
Non Vested Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, non-vested at December 31, 2014 | 35,000 |
Granted, non-vested at December 31, 2014, weighted average price | $ 1.65 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, non-vested at December 31, 2014 | 140,000 |
Granted, non-vested at December 31, 2014, weighted average price | $ 7.70 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - Jd Field Services Inc [Member] - USD ($) | 1 Months Ended | |
Feb. 28, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Percentage of outstanding common stock received by each seller | 6.00% | |
Percentage of seller shareholder interests owned after transaction | 6.00% | |
Shares of common stock received by each seller | 295,000 | |
Total percentage of outstanding common stock received by principals | 18.00% | |
Shares of common stock held in reserve for Seller Interests | 760,000 | 760,000 |
Maximum broker's commission payable | $ 500,000 |
Acquisitions (Fair Value of Bus
Acquisitions (Fair Value of Business Acquisition) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 24, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Purchase Price | |||
Less: Stock for consideration | $ (413,000) | ||
Bargain purchase option | $ 1,620,071 | ||
Jd Field Services Inc [Member] | |||
ASSETS | |||
Cash | $ 104,816 | ||
Accounts receivable | 2,325,630 | ||
Prepaid expense | 152,892 | ||
Fixed Assets | 14,138,387 | ||
Intangible assets, net | 29,402 | ||
LIABILITIES | |||
A/P, accrued, loans and LOC | (14,718,056) | ||
Fair Market Value of Net Identifiable Assets on 2/24/2014 | 2,033,071 | ||
Purchase Price | |||
Less: Stock for consideration | (413,000) | ||
Bargain purchase option | $ 1,620,071 |
Acquisitions (Balance Sheet) (D
Acquisitions (Balance Sheet) (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
CURRENT ASSETS | ||||
Cash | $ 72,165 | $ 17,696 | $ 652 | |
Accounts receivable, net | 1,660,227 | |||
Prepaid expenses | 1,353,033 | |||
Other assets | 60,000 | |||
Total current assets | 3,145,425 | $ 17,696 | ||
Property, plant and equipment, net | 16,683,881 | |||
Security deposit | 750 | |||
Deferred financing fees, net | $ 189,349 | |||
Acquisition | ||||
TOTAL ASSETS | $ 20,019,405 | $ 17,696 | ||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | 5,294,325 | 2,452,798 | ||
Current portion of loans, capital leases and line of credit | 4,507,322 | $ 94,517 | ||
Derivative liability | 1,189,718 | |||
Convertible debt, net of discount of $444,544 | 158,737 | $ 173,580 | ||
Mandatorily redeemable contingent liability | 100,000 | |||
Current portion of related party payable | 112,536 | $ 172,173 | ||
Total current liabilities | 11,362,638 | $ 2,893,068 | ||
LONG TERM LIABILITIES | ||||
Convertible debt, net of discount of $133,205 and $0 | 406,914 | |||
Long term loans related party | 984,667 | |||
Long term loans, capital leases | 8,666,493 | $ 169,500 | ||
Total liabilities | $ 21,420,712 | $ 3,062,568 | ||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock $0.001 par value, 10,000,000 authorized, 0 issued and outstanding 2014 | ||||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding | $ 4,020 | $ 3,080 | ||
Additional paid in capital | 14,924,999 | 12,671,481 | ||
Stock payable | 33,278 | 375,172 | ||
Accumulated deficit | (16,363,604) | (16,094,605) | ||
Total stockholders' deficit | (1,401,307) | (3,044,872) | $ (3,538,986) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 20,019,405 | $ 17,696 | ||
Adjustments [Member] | ||||
CURRENT ASSETS | ||||
Cash | ||||
Accounts receivable, net | ||||
Prepaid expenses | ||||
Other assets | [1] | $ (550,000) | ||
Total current assets | ||||
Property, plant and equipment, net | ||||
Security deposit | ||||
Deferred financing fees, net | ||||
Acquisition | [2] | $ (413,000) | ||
TOTAL ASSETS | ||||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | [1] | $ (550,000) | ||
Current portion of loans, capital leases and line of credit | ||||
Derivative liability | ||||
Convertible debt, net of discount of $444,544 | ||||
Mandatorily redeemable contingent liability | ||||
Current portion of related party payable | ||||
Total current liabilities | ||||
LONG TERM LIABILITIES | ||||
Convertible debt, net of discount of $133,205 and $0 | ||||
Long term loans related party | ||||
Long term loans, capital leases | ||||
Total liabilities | ||||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock $0.001 par value, 10,000,000 authorized, 0 issued and outstanding 2014 | ||||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding | ||||
Additional paid in capital | [2] | $ (413,000) | ||
Stock payable | ||||
Accumulated deficit | ||||
Total stockholders' deficit | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
NAS [Member] | ||||
CURRENT ASSETS | ||||
Cash | $ 30,538 | |||
Accounts receivable, net | ||||
Prepaid expenses | $ 918,421 | |||
Other assets | 610,000 | |||
Total current assets | $ 1,558,959 | |||
Property, plant and equipment, net | ||||
Security deposit | $ 750 | |||
Deferred financing fees, net | 176,636 | |||
Acquisition | 413,000 | |||
TOTAL ASSETS | 2,149,345 | |||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | 2,856,507 | |||
Current portion of loans, capital leases and line of credit | 361,690 | |||
Derivative liability | 1,189,718 | |||
Convertible debt, net of discount of $444,544 | 158,737 | |||
Mandatorily redeemable contingent liability | 100,000 | |||
Current portion of related party payable | 68,000 | |||
Total current liabilities | 4,734,652 | |||
LONG TERM LIABILITIES | ||||
Convertible debt, net of discount of $133,205 and $0 | $ 406,914 | |||
Long term loans related party | ||||
Long term loans, capital leases | $ 20,000 | |||
Total liabilities | 5,161,566 | |||
STOCKHOLDERS' DEFICIT | ||||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding | 4,020 | |||
Additional paid in capital | 14,924,999 | |||
Stock payable | 33,278 | |||
Accumulated deficit | (17,974,518) | |||
Total stockholders' deficit | (3,012,221) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,149,345 | |||
Jd Field Services Inc [Member] | ||||
CURRENT ASSETS | ||||
Cash | 41,627 | |||
Accounts receivable, net | 1,660,227 | |||
Prepaid expenses | $ 434,612 | |||
Other assets | ||||
Total current assets | $ 2,136,466 | |||
Property, plant and equipment, net | $ 16,683,881 | |||
Security deposit | ||||
Deferred financing fees, net | $ 12,713 | |||
Acquisition | ||||
TOTAL ASSETS | $ 18,833,060 | |||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | 2,987,818 | |||
Current portion of loans, capital leases and line of credit | $ 4,145,632 | |||
Derivative liability | ||||
Convertible debt, net of discount of $444,544 | ||||
Current portion of related party payable | $ 44,536 | |||
Total current liabilities | $ 7,177,986 | |||
LONG TERM LIABILITIES | ||||
Convertible debt, net of discount of $133,205 and $0 | ||||
Long term loans related party | $ 984,667 | |||
Long term loans, capital leases | 8,646,493 | |||
Total liabilities | $ 16,809,146 | |||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock $0.001 par value, 10,000,000 authorized, 0 issued and outstanding 2014 | ||||
Common stock $0.001 par value, 75,000,000 authorized, 4,019,738 issued and outstanding | ||||
Additional paid in capital | $ 413,000 | |||
Stock payable | ||||
Accumulated deficit | $ 1,610,914 | |||
Total stockholders' deficit | 2,023,914 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 18,833,060 | |||
[1] | Intercompany elimination entry | |||
[2] | Equity value for purchase of JD |
Acquisitions (Balance Sheet) 65
Acquisitions (Balance Sheet) (Details) (Parenthetical) - USD ($) | Dec. 31, 2014 | Sep. 11, 2014 | Dec. 31, 2013 |
Business Combinations [Abstract] | |||
Convertible debt, net of current beneficial conversion feature | $ 444,544 | $ 0 | |
Common stock, shares outstanding | 4,019,738 | 3,079,936 | |
Common stock, shares issued | 4,019,738 | 3,079,936 | |
Common stock, shares authorized | 75,000,000 | 75,000,000 | |
Common stock, par value per share | $ 0.001 | $ 0.001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Convertible debt, beneficial conversion feature, non-current | $ 133,205 | $ 0 |
Acquisitions (Income Statement)
Acquisitions (Income Statement) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Condensed Income Statements, Captions [Line Items] | |||
REVENUE | $ 17,659,460 | ||
Less: allowance for bad debt | (45,768) | ||
NET REVENUE | 17,613,692 | ||
COST OF REVENUE | 14,484,162 | ||
GROSS PROFIT | 3,129,530 | ||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 1,866,529 | $ 177,790 | |
Professional fees and related expenses | 612,790 | 463,626 | |
Forgiveness of accrued officer compensation | (112,645) | (435,446) | |
TOTAL OPERATING EXPENSES | 2,366,674 | 205,970 | |
OPERATING INCOME (LOSS) | 762,856 | $ (205,970) | |
OTHER EXPENSE (INCOME), non-operating | |||
Other income | (77,169) | ||
Gain on acquisition, bargain purchase of JD | (1,620,071) | ||
Gain on extinguishment of debt | (10,334) | $ (206,835) | |
Gain on change in fair value of derivative liabilities | 51,172 | ||
Loss on disposal of assets | 574,312 | ||
Interest expense, net | 2,216,289 | $ 281,461 | |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ (268,999) | $ (280,596) | |
PROVISION FOR INCOME TAXES | |||
NET (LOSS) INCOME | $ (268,999) | $ (280,596) | |
BASIC INCOME (LOSS) PER SHARE | $ (0.07) | $ (0.13) | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED | 3,705,626 | 2,160,449 | |
Adjustments [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
REVENUE | [1] | $ 3,323,970 | |
NET REVENUE | |||
COST OF REVENUE | [2] | $ 2,866,011 | |
GROSS PROFIT | |||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | [2],[3] | $ 329,307 | |
Professional fees and related expenses | [2] | $ 2,570 | |
Forgiveness of accrued officer compensation | |||
TOTAL OPERATING EXPENSES | |||
OPERATING INCOME (LOSS) | |||
OTHER EXPENSE (INCOME), non-operating | |||
Other income | [3] | $ 33,320 | |
Gain on acquisition, bargain purchase of JD | [2] | $ 39,208 | |
Gain on extinguishment of debt | |||
Gain on change in fair value of derivative liabilities | |||
Loss on disposal of assets | |||
Interest expense, net | [2] | $ 131,989 | |
TOTAL OTHER EXPENSE (INCOME), non-operating | |||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | |||
PROVISION FOR INCOME TAXES | |||
NET (LOSS) INCOME | |||
Pro Forma [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
REVENUE | $ 20,983,430 | ||
Less: allowance for bad debt | (45,768) | ||
NET REVENUE | 20,937,662 | ||
COST OF REVENUE | 17,350,173 | ||
GROSS PROFIT | 3,587,489 | ||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 2,220,825 | ||
Professional fees and related expenses | 615,566 | ||
Forgiveness of accrued officer compensation | (112,851) | ||
TOTAL OPERATING EXPENSES | 2,723,540 | ||
OPERATING INCOME (LOSS) | 863,949 | ||
OTHER EXPENSE (INCOME), non-operating | |||
Other income | (18,859) | ||
Gain on acquisition, bargain purchase of JD | (1,580,863) | ||
Gain on extinguishment of debt | (10,329) | ||
Gain on change in fair value of derivative liabilities | (51,172) | ||
Loss on disposal of assets | 574,312 | ||
Interest expense, net | 2,348,998 | ||
TOTAL OTHER EXPENSE (INCOME), non-operating | 1,262,087 | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ (398,138) | ||
PROVISION FOR INCOME TAXES | |||
NET (LOSS) INCOME | $ (398,138) | ||
BASIC AND DILUTED LOSS PER SHARE | $ 0.11 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED | 3,705,626 | ||
NAS [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
REVENUE | |||
Less: allowance for bad debt | |||
NET REVENUE | |||
COST OF REVENUE | |||
GROSS PROFIT | |||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | $ 336,756 | ||
Professional fees and related expenses | 577,481 | ||
Forgiveness of accrued officer compensation | (112,851) | ||
TOTAL OPERATING EXPENSES | 801,386 | ||
OPERATING INCOME (LOSS) | (801,386) | ||
OTHER EXPENSE (INCOME), non-operating | |||
Other income | $ 24,990 | ||
Gain on acquisition, bargain purchase of JD | |||
Gain on extinguishment of debt | $ (10,329) | ||
Gain on change in fair value of derivative liabilities | $ (51,172) | ||
Loss on disposal of assets | |||
Interest expense, net | $ 1,165,741 | ||
TOTAL OTHER EXPENSE (INCOME), non-operating | 1,129,230 | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ (1,930,616) | ||
PROVISION FOR INCOME TAXES | |||
NET (LOSS) INCOME | $ (1,930,616) | ||
BASIC AND DILUTED LOSS PER SHARE | $ (0.52) | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED | 3,705,626 | ||
Jd Field Services Inc [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
REVENUE | $ 17,659,460 | ||
Less: allowance for bad debt | (45,768) | ||
NET REVENUE | 17,613,692 | ||
COST OF REVENUE | 14,484,162 | ||
GROSS PROFIT | 3,129,530 | ||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 1,554,762 | ||
Professional fees and related expenses | $ 35,515 | ||
Forgiveness of accrued officer compensation | |||
TOTAL OPERATING EXPENSES | $ 1,590,277 | ||
OPERATING INCOME (LOSS) | 1,539,253 | ||
OTHER EXPENSE (INCOME), non-operating | |||
Other income | (77,169) | ||
Gain on acquisition, bargain purchase of JD | $ (1,620,071) | ||
Gain on extinguishment of debt | |||
Gain on change in fair value of derivative liabilities | |||
Loss on disposal of assets | $ 574,312 | ||
Interest expense, net | 1,051,268 | ||
TOTAL OTHER EXPENSE (INCOME), non-operating | (71,660) | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ 1,610,913 | ||
PROVISION FOR INCOME TAXES | |||
NET (LOSS) INCOME | $ 1,610,913 | ||
[1] | Revenue earned prior to purchase of JD - February 24, 2014 (eliminated in purchase based on 144R business combination regulation) | ||
[2] | Expenses incurred prior to purchase of JD - February 24, 2014 (eliminated in purchase based on 144R business combination regulation) | ||
[3] | Intercompany elimination entry |
Subsequent events (Details)
Subsequent events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2015 | Mar. 27, 2015 | Mar. 23, 2015 | Mar. 16, 2015 | Mar. 02, 2015 | Feb. 20, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Subsequent Event [Line Items] | ||||||||||
Shares issued for notes payable conversion | 160,890 | |||||||||
Conversion price per share | $ 0.20 | $ 0.20 | ||||||||
Debt amount converted into common stock | $ 32,168 | $ 319,512 | $ 138,602 | |||||||
Shares granted | 50,000 | |||||||||
Stock issued for service agreements | $ 31,000 | $ 1,093,500 | $ 29,985 | |||||||
Convertible Notes Issued January Nine Two Thousand Fifteen [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares issued for notes payable conversion | 160,890 | |||||||||
Conversion price per share | $ 0.20 | $ 0.20 | ||||||||
Debt amount converted into common stock | $ 32,167 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares issued for notes payable conversion | 14,620 | 15,500 | 13,889 | 12,077 | ||||||
Conversion price per share | $ 0.68 | $ 1 | $ 0.72 | $ 0.82 | ||||||
Debt amount converted into common stock | $ 10,000 | $ 15,500 | $ 10,000 | $ 10,000 | ||||||
Subsequent Event [Member] | Convertible Notes Issued July Twenty Five Two Thousand Fourteen [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares issued for notes payable conversion | 8,750 | |||||||||
Conversion price per share | $ 0.20 | |||||||||
Debt amount converted into common stock | $ 1,750 | |||||||||
Consultant [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares granted | 128,720 | |||||||||
Price per share granted | $ 0.15 | |||||||||
Stock issued for service agreements | $ 19,308 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares granted | 110,000 | 35,000 | ||||||||
Price per share granted | $ 0.01 | $ 0.01 | ||||||||
Value of shares granted | $ 1,100 |