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. |