Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | May. 20, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | National Energy Services, Inc. | |
Entity Central Index Key | 1,415,998 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2015 | |
Amendment Flag | true | |
Amendment Description | We are filing this Quarterly Report on Form 10-Q/A (the “Amended Filing”) to amend our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which was filed with the Securities and Exchange Commission (“SEC”) on May 20, 2015 (the “Original Filing”). We are amending the Original Filing to restate our unaudited condensed consolidated financial statements as of March 31, 2015 and for the three-month periods ended March 31, 2015 and 2014 due to the incorrect valuation of certain intangible assets of our subsidiary, JD Field Services (“JD”), that we acquired in February 2014 and due to incorrect accounting of certain convertible notes that we entered into. | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 4,849,064 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $ 113,287 | $ 72,165 |
Accounts receivable, net | 1,120,213 | 1,221,671 |
Other receivables | 50,000 | 60,000 |
Prepaid expenses | 1,099,256 | 1,353,033 |
Total current assets | 2,382,756 | 2,706,869 |
Property, plant and equipment, net | 16,454,207 | 16,683,881 |
Intangible assets, net | 283,000 | 283,000 |
Security deposit | 750 | 750 |
Deferred financing fees, net | 179,998 | 189,349 |
TOTAL ASSETS | 19,300,711 | 19,863,849 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 4,441,415 | $ 5,294,325 |
Deferred revenue | 201,709 | |
Current portion of loans, capital leases and line of credit | 3,826,089 | $ 4,507,322 |
Current portion of convertible debt, net of discount of $635,489 and $444,544 | 576,997 | 158,737 |
Derivative liability | 2,011,258 | 1,189,718 |
Mandatorily redeemable contingent liability | 100,000 | 100,000 |
Current portion of related party payable | 1,027,568 | 112,536 |
Total current liabilities | 12,185,036 | 11,362,638 |
LONG TERM LIABILITIES | ||
Long term portion of convertible debt, net of discount of $113,701 and $133,205 | 426,401 | 406,914 |
Long term related party payable, net of discount of $107,650 and $0, net of current portion | 2,350 | 984,667 |
Long term loans, capital leases | 8,429,501 | 8,666,493 |
Total liabilities | $ 21,043,288 | $ 21,420,712 |
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, 4,484,184 and 4,019,738 shares issued outstanding, net | $ 4,485 | $ 4,020 |
Additional paid in capital | $ 15,042,533 | 14,924,999 |
Stock payable | 33,278 | |
Accumulated deficit | $ (16,789,595) | (16,519,160) |
Total stockholders' deficit | (1,742,577) | (1,556,863) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 19,300,711 | $ 19,863,849 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Convertible debt, net of current discount | $ 635,489 | $ 444,544 |
Convertible debt, net of noncurrent discount | 113,701 | 133,205 |
Related party payable net, discount | $ 107,650 | $ 0 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 4,484,184 | 4,019,738 |
Common stock, shares outstanding | 4,484,184 | 4,019,738 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
REVENUE | $ 5,392,233 | $ 2,004,606 |
Less: returns and allowances | (13,027) | |
NET REVENUE | $ 5,392,233 | 1,991,579 |
COST OF REVENUE | 4,284,923 | 1,580,162 |
GROSS PROFIT | 1,107,310 | 411,417 |
OPERATING EXPENSES | ||
Selling, general and administrative expenses | 195,685 | 263,866 |
Professional fees and related expenses | $ 168,976 | 21,878 |
Forgiveness of accrued officer compensation | (39,626) | |
TOTAL OPERATING EXPENSES | $ 364,661 | 246,118 |
OPERATING INCOME | $ 742,649 | 165,299 |
OTHER INCOME, non-operating | ||
Gain on bargain purchase acquisition of JD | $ (1,464,515) | |
Gain on change in fair value of derivative liabilities | $ (717,375) | |
TOTAL OTHER INCOME, non-operating | (717,375) | $ (1,464,515) |
OTHER EXPENSE, non-operating | ||
Interest expense, net | 1,730,459 | 125,209 |
TOTAL OTHER EXPENSE, non-operating | 1,730,459 | 125,209 |
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES | $ (270,435) | $ 1,504,605 |
PROVISION FOR INCOME TAXES | ||
NET (LOSS) INCOME | $ (270,435) | $ 1,504,605 |
BASIC (LOSS) INCOME PER SHARE | $ (0.07) | $ 0.48 |
DILUTED (LOSS) INCOME PER SHARE | $ (0.07) | $ 0.45 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,819,223 | 3,131,381 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,819,223 | 3,330,090 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating Activities | ||
Net (loss) income | $ (270,435) | $ 1,504,605 |
Cash used by operating activities | ||
Depreciation and amortization | 398,795 | 113,463 |
Amortization of debt discount on notes payable | 525,091 | $ 920 |
Change in fair value of derivative liabilities | 62,746 | |
Stock issued for services | $ 27,176 | |
Forgiveness of accrued officer compensation | $ (39,626) | |
Gain on bargain purchase of JD Field Services | (1,464,515) | |
Changes in assets | ||
Decrease (increase) accounts receivables | $ 101,458 | $ (148,841) |
Decrease other assets | 10,000 | |
Decrease (increase) prepaid expenses | 253,777 | $ (8,654) |
Changes in liabilities | ||
Increase deferred revenue | 201,709 | |
(Decrease) increase accounts payable and accrued liabilities | (638,213) | $ 21,276 |
Cash provided (used) by operating activities | $ 672,104 | (21,372) |
Investing Activities | ||
Cash retained by subsidiary | 104,816 | |
Cash paid for fixed assets | (105,233) | |
Cash used for investing activities | (417) | |
Financing activities | ||
Proceeds from line of credit | $ 2,388,028 | 172,373 |
Proceeds from convertible notes payable | 409,250 | $ 50,000 |
Proceeds on note payable | 85,817 | |
Deferred financing fees | (25,000) | |
Payments for note payable | (931,841) | $ (196,707) |
Payments for leases | (7,350) | $ (9,033) |
Payments on line of credit | (2,549,886) | |
Cash (used) provided by financing activities | (630,982) | $ 16,633 |
Increase (decrease) in cash | 41,122 | (5,156) |
Cash at beginning of the year | 72,165 | 17,696 |
Cash at end of the year | 113,287 | 12,540 |
SUPPLEMENTAL CASH FLOW | ||
Cash paid for interest | $ 304,809 | $ 58,601 |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS | ||
Stock issued for acquisition of JD | $ 413,000 | |
Capitalized leases | $ 132,000 | |
Financed assets | $ 134,770 | |
Stock for conversion of debt and interest | 42,750 | |
Debt discount | 694,088 | |
Derivative liability | 758,794 | |
Settlement of derivative on conversion of debt | $ 28,043 |
Organization and basis of prese
Organization and basis of presentation | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and basis of presentation | NOTE 1: Organization and basis of presentation Basis of Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements of National 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. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. These financial statements have been presented in accordance with the rules governing a smaller reporting company for both periods of March 31, 2015 and March 31, 2014. These condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in the Companys Annual Report on Form 10-K filed with the SEC, from which the balance sheet information as of December 31, 2014 was derived, as adjusted for the Companys finalization of the JD Field Services (JD) acquisition. Management determined that under the guidance of Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 805, an adjustment to record additional purchase price allocation was necessary as a part of the acquisition of JD on February 24, 2014. The measurement period under ASC 805 allows for retrospective adjustment of the business combination for one year from the acquisition date, or when all necessary information for the adjustment is available. After the measurement period, there is no revision allowed for subsequent information that is unrelated to the facts and circumstances existing at the time of the acquisition, except for error correction. Management recognizes that it had this one year period to apply corrective changes from the bargain purchase to intangible and tangible asset value and, as such it has re-measured the intangible asset value, and recognized a gain on its bargain purchase which has been reflected in the fiscal year ended December 31, 2014, and for the three months ended March 31, 2014 (See Note 15: Acquisition Business Overview NAS is a public holding company with subsidiaries which provide services for the domestic oil and gas industry. The Companys business plan takes action with expansion through carefully selected acquisitions. The Companys services are needed by a wide variety of oil and natural gas industry providers in both private and public sectors. The Companys focus is to increase shareholder value through these carefully selected companies with NAS bringing oversight and resources to each, which is intended to allow them to maximize profitability and growth opportunities within their markets, and expanding their customer base. This strategy is intended to allow for rapid advancement in overall assets and revenue streams for the Company. On February 24, 2014, the Company entered into a purchase and sale agreement with JD. This is the first of several anticipated acquisitions that 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. Reverse Stock Split On September 11, 2014, the Company amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 200 shares of common stock. This amendment was approved and filed on record by the Nevada Secretary of State, effective September 11, 2014. On December 11, 2014, FINRA approved the reverse stock split for the Company. All the relevant information relating to numbers of shares and per share information contained in these consolidated financial statements has been retrospectively adjusted to reflect the reverse stock split for all periods presented. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentrations of Credit 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 March 31, 2015, the Company did not have cash in any one banking institution that exceeded this limit. 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 Note), 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 instruments contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instruments 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 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. Intangibles As required by the Intangible Asset Topic of the FASB ASC, Intangibles and Goodwill provides guidance on financial accounting and reporting related to goodwill and other intangibles, other than the accounting at acquisition for goodwill and other intangibles acquired in a business combination or an acquisition. Amortization of intangibles is determined by whether they have a definite useful life period or are indefinite. Those intangibles that are amortized are done so over their useful lives. The Company has elected to use a useful life of seven years or 84 months for its customer list. The definite life reflects the expected dissipation of the expected cash flow from the customer base of JD. Intangibles are tested for impairment annually and/or tested for impairment if a known triggering event occurs. 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. The Company believes that its credit risk for accounts receivable is limited because of the way in which it conducts business largely in the areas of contracts. Accounts receivable includes the accrual of work in process for project contracts and field service revenue. The Company recognizes that there is a potential of not being paid in a twelve (12) month period. The Companys 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. The Company assesses 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. The Company reviews 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. 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 three months ended March 31, 2015, the Company recorded net loss, resulting in no dilutive common shares, and during the three months ended March 31, 2014, the Company incurred net income, resulting in 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 13: 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. |
Restatement of Prior Periods
Restatement of Prior Periods | 3 Months Ended |
Mar. 31, 2015 | |
Restatement Of Prior Periods | |
Restatement of Prior Periods | NOTE 2: Restatement of Prior Periods The condensed consolidated financial statements for the first quarter of 2015 presented in this amended report are restated to correct certain intangible assets which the Company valued incorrectly at the time of issuance and to further correct the accounting treatment of certain convertible notes we entered into which require assessment under derivative accounting. In the unaudited condensed consolidated financial statements included in the Quarterly Report on Form 10-Q for the period ended March 31, 2015 filed with the SEC on March 20, 2015 (the Original Filing), we reported our re-calculation of the fair value of the acquisition of JD based on a valuation report of certain intangible assets and the retrospective adjustment of the previously reported fair values. However, subsequent to the filing of the Original Filing, we discovered that a number of the valuation metrics in the valuation report required amendment which ended up having a material impact on the intangible asset valuation performed, including in particular the customer relationships, requiring correction of the previously issued valuation of intangible assets in the unaudited condensed consolidated financial statements included in the Original Filing. In addition, in the fourth quarter 2014 and first quarter of 2015, the Company entered into a series of convertible notes with conversion discounts, beneficial conversion features and coupon rates. The Company determined that it incorrectly accounted for the conversion features of the convertible notes as beneficial conversion features and should have accounted for them as derivatives in accordance with ASC Topic No. 815-15 Derivatives and Hedging; Embedded Derivatives (Topic No. 815-15). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in 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 condensed consolidated balance sheets, the condensed consolidated statements of income and condensed consolidated statements of cash flows for the quarter ended March 31, 2015 are presented in the following tables: ASSETS As originally reported at MAR 31, 2015 Restatement Adjustments As restated Intangible assets, net $ 4,574,857 $ 4,291,857 (1) $ 283,000 Other assets 19,017,711 19,017,711 TOTAL ASSETS $ 23,592,568 $ 4,291,857 $ 19,300,711 Derivative liability $ $ 2,011,258 (1) $ 2,011,258 Convertible notes, net of discount 1,156,790 (153,392 ) (1) 1,003,398 Other liabilities 18,028,632 18,028,632 TOTAL LIABILITIES 19,185,422 1,857,866 21,043,288 DEFICIT Common stock 4,485 4,485 Additional paid in capital 15,975,939 (933,406 ) (1) 15,042,533 Accumulated deficit (11,573,278 ) (5,216,317 ) (1) (16,789,595 ) TOTAL DEFICIT 4,407,146 (6,149,723 ) (1,742,577 ) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 23,592,568 $ (4,291,857 ) (1) $ 19,300,711 (1) Adjustment reflects correction of an error. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS As originally reported at MAR 31, 2015 Restatement Adjustments As restated MAR 31, 2015 TOTAL OPERATING INCOME $ 606,113 $ 136,536 (1) $ 742,649 OTHER (INCOME) / EXPENSE Interest expense, net 669,713 1,060,746 (1) 1,730,459 Gain on change in fair value of derivative liabilities (717,375 ) (1) (717,375 ) TOTAL OTHER (INCOME) / EXPENSE 669,713 343,371 1,013,084 NET INCOME $ (63,600 ) $ (206,835 ) $ (270,435 ) BASIC (LOSS) INCOME PER SHARE $ (0.02 ) $ (0.07 ) DILUTED (LOSS) INCOME PER SHARE $ (0.02 ) $ (0.07 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,819,223 3,819,223 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,819,223 3,819,223 (1) Adjustment reflects correction of an error. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS As originally reported at MAR 31, 2015 Restatement Adjustments As restated MAR 31, 2015 Net loss $ (63,600 ) (206,835 ) (1) $ (270,435 ) Cash used by operating activities Amortization of debt discount on notes payable 525,091 (1) 525,091 Change in fair value of derivative liabilities 62,746 (1) 62,746 Accretion of convertible notes BCF 244,466 (244,466 ) (1) Depreciation and amortization 535,331 (136,536 ) (1) 398,795 Other (44,093 ) (44,093 ) Cash provided by operating activities 672,104 672,104 Cash used for investing activities Cash used for financing activities (630,982 ) (630,982 ) Increase in cash 41,122 41,122 Cash at beginning of the year 72,165 72,165 Cash at the end of the year $ 113,287 $ 113,287 SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS Beneficial conversion feature on convertible debt $ (470,630 ) $ 470,630 (1) $ Debt discount $ (35,000 ) $ 729,088 (1) $ 694,088 Derivative liability $ $ 758,794 (1) $ 758,794 Settlement of derivative on conversion of debt $ $ 28,043 (1) $ 28,043 (1) Adjustment reflects correction of an error. |
Recently adopted and recently i
Recently adopted and recently issued accounting guidance | 3 Months Ended |
Mar. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently adopted and recently issued accounting guidance | NOTE 3: Recently adopted and recently issued accounting guidance Adopted In August 2014, the FASB issued ASU 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In November 2014, FASB issued ASU No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting. Topic 250, Accounting Changes and Error Corrections Issued In February 2015, FASB issued ASU No. 2015-02, Consolidation. In 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 Companys present or future financial position, results of operations or cash flows. |
Liquidity resources and future
Liquidity resources and future capital requirements | 3 Months Ended |
Mar. 31, 2015 | |
Liquidity resources and future capital requirements [Abstract] | |
Liquidity resources and future capital requirements | NOTE 4: Liquidity resources and future capital requirements For the three months ended March 31, 2015, the Company had a working capital deficit of $9,802,280 and a stockholders deficit of $1,742,577, 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 address these losses by acquiring business with operating income and that have 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 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). In 2014, the Company implemented its plan to acquire companies with income from operations and positive cash flows. The Companys total cash increased approximately by $100,800, or 806%, to approximately $113,300 for the three months ended March 31, 2015, compared to approximately $12,500 for the three months ended March 31, 2014. The Companys consolidated cash flows for the three months ended March 31, 2015, and 2014 and total operating income for March 31, 2015 and 2014 were as follows: MAR 31, 2015 MAR 31, 2014 Net cash provided by (used in) operating activities $ 672,100 $ (21,400 ) Net cash used in investing activities $ $ (400 ) Net cash (used in ) provided by financing activities $ (631,000 ) $ 16,600 Total net (loss) income $ (270,435 ) $ 1,504,605 In connection with the preparation of the Companys financial statements for the three months ended March 31, 2015, the Company has analyzed its cash needs for the next twelve months. The Company believes that its current cash position and forecasted cash flow from operations is adequate to meet its cash requirements for at least the next twelve months. |
Accounts receivable, net
Accounts receivable, net | 3 Months Ended |
Mar. 31, 2015 | |
Accounts Receivable, Net [Abstract] | |
Accounts receivable, net | NOTE 5: Accounts receivable, net MAR 31, DEC 31, 2015 2014 Accounts receivable $ 1,186,360 $ 1,287,818 Less: allowance for doubtful accounts (66,147 ) (66,147 ) Total $ 1,120,213 $ 1,221,671 |
Property, plant & equipment, ne
Property, plant & equipment, net | 3 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, plant & equipment, net | NOTE 6: Property, plant & equipment, net MAR 31, DEC 31, 2015 2014 Buildings $ 78,927 $ 78,927 Furniture and fixtures 46,923 46,923 Vehicles 4,613,407 4,479,273 Machinery and equipment 13,234,926 13,234,926 Less: Accumulated depreciation (1,519,976 ) (1,156,168 ) Total $ 16,454,207 $ 16,683,881 Depreciation expense for the three months ended March 31, 2015, was $363,807 and for the year ended December 31, 2014, was $1,214,390. |
Other receivable
Other receivable | 3 Months Ended |
Mar. 31, 2015 | |
Other receivable [Abstract] | |
Other receivable | NOTE 7: Other receivable In August 2014, the Company entered into a term sheet to acquire additional funds for repayment of debt and capital purchases. There was a required deposit in the amount of $70,000 for the agreement to be executed. As of September 30, 2014, the Company recognized that the execution of the term sheet was not viable and therefore the Company asked for a return of the deposit as of December 31, 2014, of which $20,000 has been returned to the Company as of March 31, 2015. |
Intangible assets, net
Intangible assets, net | 3 Months Ended |
Mar. 31, 2015 | |
Intangible Assets Net | |
Intangible assets, net | NOTE 8: Intangible assets, net With the purchase of JD on February 24, 2014, the Company, under guidance of FASB ASC 805, determined that an adjustment to record additional purchase price allocation was necessary. The measurement period under ASC 805 allows for retrospective adjustment of the business combination for one year from the acquisition date, or when all necessary information for the adjustment is available. After the measurement period, there is no revision allowed for subsequent information that is unrelated to the facts and circumstances existing at the time of the acquisition, except for error correction. Management recognizes that it had this one year period to apply corrective changes from the bargain purchase to intangible and tangible asset value and, as such the Company has re-measured the intangible asset value and recognized a gain on its bargain purchase which has been reflected retrospectively as of February 24, 2014. The Company recognized additional intangible assets which contributed to the overall value of JD (See Note 15: Acquisitions MAR 31, DEC 31, 2015 2014 Brand name $ 277,000 $ 277,000 Domain name / website 6,000 6,000 283,000 283,000 Less: Accumulated amortization Total $ 283,000 $ 283,000 NAS MAR 31, 2014 JD MAR 31, 2014 Adjustments MAR 01, 2014 MAR 31, 2014 REVENUE $ $ 2,004,606 $ 3,323,970 $ 5,328,576 COST OF REVENUE 1,593,189 2,866,012 4,459,201 GROSS PROFIT 411,417 869,375 OPERATING EXPENSES Selling, general and administrative expenses 55,557 208,309 362,607 626,473 Professional fees and related expenses 21,436 442 2,570 24,448 Forgiveness of accrued officer compensation (39,626 ) (39,626 ) TOTAL OPERATING EXPENSES 37,367 208,751 611,295 OPERATING INCOME (LOSS) $ (37,367 ) $ 202,666 $ $ 258,080 OTHER EXPENSE, non-operating Gain on acquisition, bargain purchase of JD (1,620,071 ) 39,208 (1,580,863 ) Interest expense, net 70,160 55,049 53,571 178,780 TOTAL OTHER EXPENSE (INCOME), non-operating 70,160 (1,565,022 ) (1,402,083 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (107,527 ) 1,767,688 1,660,163 PROVISION FOR INCOME TAXES NET (LOSS) INCOME $ (107,527 ) $ 1,767,688 $ $ 1,660,163 BASIC (LOSS) INCOME PER SHARE $ (0.00 ) $ 0.53 DILUTED (LOSS) INCOME PER SHARE $ (0.00 ) $ 0.50 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,131,381 3,131,381 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED 3,131,381 3,330,090 |
Loans, capital lease and lines
Loans, capital lease and lines of credit | 3 Months Ended |
Mar. 31, 2015 | |
Debt and Capital Lease Obligations [Abstract] | |
Loans, capital lease and lines of credit | NOTE 9: Loans, capital lease and lines of credit The following table represents the outstanding principle balance of loans, capital leases and lines of credit (LOC) and accrued interest for the Company as of March 31, 2015. Description Loan date Maturity date Original amount of loan Interest rate Balance as of MAR 31, 2015 Ally 02 /24/2014 02 /10/2019 $ 43,395 4.01 % $ 29,552 Commercial Credit Group 12 /19/2014 12 /19/2019 1,940,969 10.00 % 1,492,648 Cat Financial 02 /24/2014 11 /09/2016 186,549 5.95 % 83,491 Equify 04 /08/2014 05 /01/2019 1,480,412 7.10 % 1,266,296 Phil Timothy 02 /24/2014 03 /28/2023 2,650,000 6.00 % 2,220,528 Ford Credit 02 /24/2014 03 /16/2016 23,700 4.34 % 8,615 Ford Credit 02 /24/2014 09 /28/2015 28,700 6.54 % 8,177 Ford Credit 02 /24/2014 06 /05/2016 88,575 7.89 % 31,456 Ford Credit 02 /24/2014 02 /28/2015 56,372 6.49 % 5,977 Ford Credit 02 /24/2014 03 /29/2017 73,005 7.89 % 34,229 Ford Credit 02 /24/2014 09 /30/2015 94,000 5.74 % 11,055 Ford Credit 02 /24/2014 09 /19/2016 45,994 8.29 % 20,108 Ford Credit 09 /01/2014 08 /01/2017 43,110 5.04 % 30,516 GE Capital 09 /01/2014 08 /01/2019 213,600 6.96 % 192,333 GE Capital 09 /01/2014 08 /01/2020 203,789 6.93 % 187,502 GE Capital 09 /01/2014 08 /01/2016 48,000 9.11 % 33,007 GE Capital 02 /24/2014 10 /10/2018 189,151 6.42 % 121,653 GE Capital 02 /24/2014 07 /01/2018 153,944 7.20 % 93,898 John Deere Financial 02 /24/2014 09 /26/2017 262,350 4.00 % 142,149 Axis Capital 2 /20/2015 2 /20/2020 600,000 8.62 % 591,562 Mack Financial Services 02 /24/2014 03 /12/2016 326,746 6.00 % 80,700 Mack Financial Services 02 /24/2014 11 /09/2016 347,520 6.00 % 147,568 MACU 02 /24/2014 10 /26/2018 41,540 2.99 % 31,041 Zions Bank 02 /24/2014 10 /15/2026 150,000 4.86 % 122,066 Zions Bank 02 /24/2014 10 /10/2016 101,091 4.57 % 26,669 Zions Bank 02 /24/2014 09 /30/2017 7,680,000 4.57 % 4,225,706 Zions Bank LOC 464,748 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 % 86,851 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 % 13,000 Goss2 02 /28/2014 11 /28/2014 50,000 10.00 % 50,000 Total debt liabilities 12,255,590 Less: current portion (3,826,089 ) Total long term liabilities $ 8,429,501 Line of credit The Company has a $500,000 unsecured line of credit with Zions First National Bank. At March 31, 2015, interest was charged at LIBOR + 3.85%. The line of credit has been renewed through June 2015. The line of credit balance as of March 31, 2015 was $ 464,748. 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 March 31, 2015, the Company recognized a mandatorily redeemable common stock to present the obligation of the $100,000. |
Convertible notes
Convertible notes | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible notes | NOTE 10: Convertible notes As of March 31, 2015, the following convertible notes payable are outstanding (see Note 13: Fair Value for information on debt discount Description Balance as of MAR 31, 2015 Balance as of DEC 31, 2014 Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. $ 250,000 $ 250,000 Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. 245,000 245,000 Convertible note issued on October 20, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. 45,000 45,000 Convertible note issued on December 16, 2014, at a 12% interest rate per annum for one (1) year, convertible to shares of common stock at $2.00 per share or if the Companys common stock falls below a certain price, at a discount to market price of Company common stock. 250,000 250,000 Convertible note issued on December 16, 2014, at a 10% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. 219,500 249,400 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. 104,000 104,000 Convertible note issued on January 31, 2015, at a 12% interest rate per annum for two (2) months, convertible to shares of common stock at discount to market price of Company common stock. 159,838 Convertible note issued on January 30, 2015, at a 8% interest rate per annum for ten (10) months, convertible to shares of common stock at discount to market price of Company common stock. 64,000 Convertible note issued on February 12, 2015, at a 12% interest rate per annum for six (6) months, convertible to shares of common stock at discount to market price of Company common stock. 180,000 Convertible note issued on February 27, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. 110,250 Convertible note issued on March 11, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. 35,000 Convertible note issued on March 12, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. 55,000 Convertible note issued on March 21, 2015, at a 10% interest rate per annum for six (6) months, convertible to shares of common stock at discount to market price of Company common stock. 35,000 Total 1,752,588 1,143,400 Less: Debt discount (749,190 ) (577,749 ) Less: Current portion convertible debt (576,997 ) (158,737 ) Total Long-term portion of convertible debt $ 426,401 $ 406,914 On January 31, 2015, the Company issued a short term convertible promissory note in the principal amount of $159,838 that matured on March 29, 2015. The note bears an interest rate of 12% per annum and may be prepaid in whole or in part, subject to certain conditions. The note may be converted into shares of the Companys common stock at a discount to the market price of the Companys common stock. On January 30, 2015, the Company issued a convertible promissory note in the principal amount of $64,000 bearing interest at the rate of 8% per annum. The note matures on November 3, 2015 and the principal and any accrued interest thereon may be prepaid, subject to certain conditions. The note may be converted into shares of the Companys common stock at a discount to the market price of the Companys common stock. On February 12, 2015, the Company issued a convertible promissory note in the principal amount of $180,000 for a purchase price of $125,000 reflecting a $50,000 OID. The note matures six-months from the date of issuance and accrues interest at 12% per annum or the maximum rate permitted by law in an event of default. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys common stock. On February 27, 2015, the Company issued a convertible promissory note in the principal amount of $110,250 for a purchase price of $105,000 reflecting a 5% OID. The note matures one-year from the date of issuance and accrues interest at the rate of 8% per annum increasing to 12% per annum in an event of default. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys common stock. On March 11, 2015, the Company issued a convertible promissory note in the principal amount of $35,000 in exchange for a convertible promissory note issued to a related party originally issued on July 25, 2014. The note matures one-year from the date of issuance and bears guaranteed interest at the rate of 8%. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys common stock. On March 12, 2015, the Company issued a convertible promissory note in the principal amount of $55,000 for a purchase price of $50,000, reflecting a 10% OID. The note matures one-year from the date of issuance and bears guaranteed interest at the rate of 8%. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys common stock. On March 21, 2015, the Company issued a convertible promissory note in the principal amount of $35,000 to a related party bearing interest at the rate of 10% per annum. The note matures on September 30, 2015 and the principal and any accrued interest thereon may be prepaid, subject to certain conditions. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys common stock. |
Operating lease agreement
Operating lease agreement | 3 Months Ended |
Mar. 31, 2015 | |
Leases, Operating [Abstract] | |
Operating lease agreement | NOTE 11: Operating lease agreement On June 21, 2014, the Company entered into an operating lease agreement for our corporate offices located in Las Vegas, Nevada. The operating lease runs from July 1, 2014 for 12 months to June 30, 2015 with a non-related third party for $750 per month with no annual increase. The Companys subsidiary JD rents its facility from a related party (see Note 12: Related party transactions |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related party transactions | NOTE 12: Related party transactions On February 24, 2014, the Company assumed a 6% promissory note in the principal amount of $474,667 issued to a director and a beneficial owner of 5% or more of our common stock, in connection with the acquisition of JD. As of March 31, 2015, the Company owes an additional $45,121, as expenses that were paid by the director on behalf of the Company. As of March 31, 2015, $519,788 of principal and $32,890 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 March 31, 2015, $507,781 of principal and $9,597 of interest was outstanding. On February 27, 2015, the Company amended loans to the Company made by a related party dated April 2, 2014 and April 22, 2014, in the original principal amounts of $50,000 and $28,000, respectively such that the remaining principal was combined into one convertible debenture in the principal amount of $110,000. The debenture matures on January 30, 2020 and bears interest at the rate of 10% per annum. The note may be converted into shares of the Companys commons stock at a discount to the market price of the Companys common stock. The Companys subsidiary JD also rents its facility; the lease is with a related party for $10,500 per month. For the three months ended March 31, 2015, rent expense was $31,500. This lease is on a month-to-month basis. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2015 | |
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 a debt conversion feature that has been recorded as a liability based on Level 3 unobservable inputs. Alternate probabilities would have resulted in increases or decreases in the fair value of the debt conversion feature liability: Fair value Measurements at March 31, 2015 Total Level 1 Level 2 Level 3 Derivative liability Debt conversion feature $ 2,011,258 $ 2,011,258 Total financial liabilities $ 2,011,258 $ 2,011,258 Fair value Measurements at December 31, 2014 Total Level 1 Level 2 Level 3 Derivative liability Debt conversion feature $ 1,189,718 $ 1,189,718 Total financial liabilities $ 1,189,718 $ 1,189,718 The table below presents a summary of changes in the Companys debt conversion feature liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2015: MAR 31, 2015 MAR 31, 2014 Debt conversion feature: Beginning balance $ 1,189,718 $ Additions 1,566,957 Adjustments resulting from changes in fair value recognized in earnings (717,375 ) Total 2,039,300 Issuance of common stock (28,042 ) Ending balance $ 2,011,258 $ 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 March 31, 2015 $ $ 2,011,258 Binomial option pricing model Expected term (years) 0.32 2.13 Volatility 303.94% December 31, 2014 $ $ 1,189,718 Binomial option pricing model Expected term 0.71 2.58 Volatility 271.84% Debt conversion feature liability The fair value of the debt conversion feature liability includes the estimated timing of the events as well as the related probabilities of occurrence. The shorter/longer the period estimated to the event, the higher/lower the value of the debt conversion feature liability. The higher/lower the probability of occurrence, the higher/lower the value of the debt conversion feature liability. |
Stockholders' deficit
Stockholders' deficit | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' deficit | NOTE 14: Stockholders deficit Preferred Stock On September 11, 2014, the Company amended its Certificate of Incorporation to authorize 10,000,000 shares of preferred stock with a par value of $0.001, the designations, rights and preferences of which is to be determined by the Board of Directors. Common Stock On December 31, 2014, the Company amended its employment contract with an executive officer of the Company. Per the agreement the Company granted 110,000 shares at a value of $0.01 per share or $1,100. These shares were issued on January 9, 2015. On December 31, 2014, the Company granted 160,890 shares as a part of conversion of debt. The shares were valued based on the conversion price of $0.20 or $32,178 total value consideration of both principle and interest. These shares were issued on January 9, 2015. On 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. Warrants The fair value of each award discussed below is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from the Companys traded common stock. The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bond rate in effect at the time of the grant for bonds with maturity dates at the estimated term of the options. 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 March 31, 2015 140,000 $ 7.70 Total granted, non-vested at March 31, 2015 140,000 $ 7.70 On April 11, 2014, the Company entered into two consulting agreements which had 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 April 11, 2015, the warrants have expired and are no longer executable. 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 March 31, 2015 35,000 $ 1.65 Total granted, non-vested at March 31, 2015 35,000 $ 1.65 On December 31, 2014, the Company entered into an amended employment agreement with its Chief Executive Officer providing for the grant of options to purchase 35,000 shares at an exercise price of $0.01 per share. The options have a term of 18 months (based on the terms of the agreement) and begin to vest on the first anniversary of the date of grant. Based on the noted Black-Scholes calculation the Company estimated the weighted average price per options noted in the above table. As of March 31, 2015, the options have not vested however management has expensed value over the life of the vesting period. As of March 31, 2015, the amount expensed is $9,619. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2015 | |
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, its first acquisition in the oil and gas industry. JD provides oilfield services to the oil and gas industry primarily focused around those activities that are related to the drilling, operation(s) and maintenance of the well-site. They are licensed in all states west of the Mississippi River including Alaska to do trucking, but are focused primarily in the Rocky Mountain Region. Oilfield services provided include heavy haul, water haul, and rig moving services as well as equipment, supplies, and specialty long hauling services. JD also provides oil and gas equipment rental services, hot shot, roustabout services and construction site development services. JD also operates a fabrication division that builds special-order oil and gas equipment and trucks for customers. As this is the Companys first acquisition in the oil and gas industry, management did not have the historical knowledge to be able to estimate its intangible or goodwill items properly and therefore it hired a valuation consultant to estimate and value any intangible assets that may have been in existence as of the date of acquisition. The valuation report provided to management details information as to the carrying value of certain intangible assets as a part of the purchase of JD in February 2014. Management has accepted the valuation report and has determined in accordance with FASB ASC 805 there is an additional adjustment to record the additional purchase price allocation at February 24, 2014. The measurement period under FASB ASC 805 allows for retrospective adjustment of the business combination for one year from the acquisition date, or when all necessary information for the adjustment is available. After the measurement period, there is no revision allowed for subsequent information that is unrelated to the facts and circumstances existing at the time of the acquisition, except for error correction. Based on the measurement period the Company re-calculated the fair value of the business acquisition as follows: ASSETS FEB 24, 2014 Cash $ 104,816 Accounts receivable 1,887,074 Prepaid expense 152,892 Fixed Assets 14,138,387 Intangible assets, net 283,000 Deferred financing fees, net 29,402 LIABILITIES A/P, accrued, loans and LOC (14,718,056 ) Fair Market Value of Net Identifiable Assets on 2/24/2014 $ 1,877,515 Purchase Price Less: stock for consideration (413,000 ) Bargain purchase option $ 1,464,515 Less: Bargain purchase option value previously recognized (1,620,071 ) Re-measurement balance of bargain purchase option as of February 24, 2014 $ 155,556 The Company has retrospectively adjusted the previously reported fair values to reflect these amounts as follows: ASSETS As reported at DEC 31, 2014 10-K/A Measurement Period Adjustments As Retrospectively Adjusted DEC 31, 2014 Accounts receivable, net $ 1,660,227 $ (438,556 ) (1) $ 1,221,671 Intangible assets, net 283,000 (2) 283,000 Other assets 18,359,178 18,359,178 TOTAL ASSETS $ 20,019,405 (155,556 ) $ 19,863,849 TOTAL LIABILITIES $ 21,420,712 $ 21,420,712 EQUITY Common stock 4,020 4,020 Additional paid in capital 14,924,999 14,924,999 Stock payable 33,278 33,278 Accumulated deficit (16,363,604 ) (155,556 ) (2) (16,519,160 ) TOTAL EQUITY (1,401,307 ) (155,556 ) (1,556,863 ) TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 20,019,405 (155,556 ) $ 19,863,849 (1) Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805. (2) Adjustment reflects additional intangibles (See Note 8: Intangibles As originally reported at MAR 31, 2014 Measurement As Retrospectively Adjusted MAR 31, 2014 TOTAL OPERATING INCOME $ 165,299 $ $ 165,299 OTHER (INCOME) / EXPENSE Interest expense, net 125,209 125,209 Gain on bargain purchase of JD (1,620,071 ) 155,556 (1) (1,464,515 ) TOTAL OTHER (INCOME) / EXPENSE (1,494,862 ) 155,556 (1,339,306 ) NET INCOME $ 1,660,161 $ (155,556 ) $ 1,504,605 BASIC (LOSS) INCOME PER SHARE $ 0.53 $ 0.48 DILUTED (LOSS) INCOME PER SHARE $ 0.50 $ 0.45 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,131,381 3,131,381 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,330,090 3,330,090 (1) Adjustment reflects additional intangibles (See Note 8: Intangibles |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | NOTE 16: Subsequent events On April 9, 2015, the Company entered into four consulting agreements. Per the terms of the agreements the Company is to issue 10,000 shares, per agreement for a total issuance of 40,000 shares of the Companys common stock at a value of $0.85 or $34,000. On April 16, 2015, a holder of a note converted a portion of the note. The Company issued 33,333 shares at a value of $0.45 or $15,000. On April 17, 2015, the Company entered into two consulting agreements. Per the terms of the agreements the Company is to issue 25,000 shares, per agreement for a total issuance of 50,000 shares of the Companys common stock at a value of $1.01 or $50,500. On April 23, 2015, a holder of a note converted a portion of the note. The Company issued 16,502 shares at a value of $0.606 or $10,000. On April 27, 2015, the Company entered into a consulting agreement. Per the terms of the agreement the Company is to issue 150,000 shares of the Companys common stock at a value of $0.85 or $127,500. On May 1, 2015, the Company entered into a consulting agreement. Per the terms of the agreement the Company is to issue 30,000 shares of the Companys common stock at a value of $0.55 or $16,500. On May 5, 2015, a holder of a note converted a portion of the note. The Company issued 45,045 shares at a value of $0.222 or $10,000. |
Organization and basis of pre22
Organization and basis of presentation (Policy) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements of National 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. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. These financial statements have been presented in accordance with the rules governing a smaller reporting company for both periods of March 31, 2015 and March 31, 2014. These condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in the Companys Annual Report on Form 10-K filed with the SEC, from which the balance sheet information as of December 31, 2014 was derived, as adjusted for the Companys finalization of the JD Field Services (JD) acquisition. Management determined that under the guidance of Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 805, an adjustment to record additional purchase price allocation was necessary as a part of the acquisition of JD on February 24, 2014. The measurement period under ASC 805 allows for retrospective adjustment of the business combination for one year from the acquisition date, or when all necessary information for the adjustment is available. After the measurement period, there is no revision allowed for subsequent information that is unrelated to the facts and circumstances existing at the time of the acquisition, except for error correction. Management recognizes that it had this one year period to apply corrective changes from the bargain purchase to intangible and tangible asset value and, as such it has re-measured the intangible asset value, and recognized a gain on its bargain purchase which has been reflected in the fiscal year ended December 31, 2014, and for the three months ended March 31, 2014 (See Note 15: Acquisition |
Business Overview | Business Overview NAS is a public holding company with subsidiaries which provide services for the domestic oil and gas industry. The Companys business plan takes action with expansion through carefully selected acquisitions. The Companys services are needed by a wide variety of oil and natural gas industry providers in both private and public sectors. The Companys focus is to increase shareholder value through these carefully selected companies with NAS bringing oversight and resources to each, which is intended to allow them to maximize profitability and growth opportunities within their markets, and expanding their customer base. This strategy is intended to allow for rapid advancement in overall assets and revenue streams for the Company. On February 24, 2014, the Company entered into a purchase and sale agreement with JD. This is the first of several anticipated acquisitions that 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. |
Reverse Stock Split | Reverse Stock Split On September 11, 2014, the Company amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 200 shares of common stock. This amendment was approved and filed on record by the Nevada Secretary of State, effective September 11, 2014. On December 11, 2014, FINRA approved the reverse stock split for the Company. All the relevant information relating to numbers of shares and per share information contained in these consolidated financial statements has been retrospectively adjusted to reflect the reverse stock split for all periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentrations of Credit 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 March 31, 2015, the Company did not have cash in any one banking institution that exceeded this limit. |
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 Note), 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 instruments contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instruments 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 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. |
Intangibles | Intangibles As required by the Intangible Asset Topic of the FASB ASC, Intangibles and Goodwill provides guidance on financial accounting and reporting related to goodwill and other intangibles, other than the accounting at acquisition for goodwill and other intangibles acquired in a business combination or an acquisition. Amortization of intangibles is determined by whether they have a definite useful life period or are indefinite. Those intangibles that are amortized are done so over their useful lives. The Company has elected to use a useful life of seven years or 84 months for its customer list. The definite life reflects the expected dissipation of the expected cash flow from the customer base of JD. Intangibles are tested for impairment annually and/or tested for impairment if a known triggering event occurs. |
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. The Company believes that its credit risk for accounts receivable is limited because of the way in which it conducts business largely in the areas of contracts. Accounts receivable includes the accrual of work in process for project contracts and field service revenue. The Company recognizes that there is a potential of not being paid in a twelve (12) month period. The Companys 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. The Company assesses 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. The Company reviews 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. |
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 three months ended March 31, 2015, the Company recorded net loss, resulting in no dilutive common shares, and during the three months ended March 31, 2014, the Company incurred net income, resulting in 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 13: 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. |
Restatement of Prior Periods (T
Restatement of Prior Periods (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Restatement Of Prior Periods Tables | |
Schedule of effect of the restatement on the consolidated balance sheets, the consolidated statements of income and consolidated statements of cash flows | The effect of the restatement on the condensed consolidated balance sheets, the condensed consolidated statements of income and condensed consolidated statements of cash flows for the quarter ended March 31, 2015 are presented in the following tables: ASSETS As originally reported at MAR 31, 2015 Restatement Adjustments As restated Intangible assets, net $ 4,574,857 $ 4,291,857 (1) $ 283,000 Other assets 19,017,711 19,017,711 TOTAL ASSETS $ 23,592,568 $ 4,291,857 $ 19,300,711 Derivative liability $ $ 2,011,258 (1) $ 2,011,258 Convertible notes, net of discount 1,156,790 (153,392 ) (1) 1,003,398 Other liabilities 18,028,632 18,028,632 TOTAL LIABILITIES 19,185,422 1,857,866 21,043,288 DEFICIT Common stock 4,485 4,485 Additional paid in capital 15,975,939 (933,406 ) (1) 15,042,533 Accumulated deficit (11,573,278 ) (5,216,317 ) (1) (16,789,595 ) TOTAL DEFICIT 4,407,146 (6,149,723 ) (1,742,577 ) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 23,592,568 $ (4,291,857 ) (1) $ 19,300,711 (1) Adjustment reflects correction of an error. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS As originally reported at MAR 31, 2015 Restatement Adjustments As restated MAR 31, 2015 TOTAL OPERATING INCOME $ 606,113 $ 136,536 (1) $ 742,649 OTHER (INCOME) / EXPENSE Interest expense, net 669,713 1,060,746 (1) 1,730,459 Gain on change in fair value of derivative liabilities (717,375 ) (1) (717,375 ) TOTAL OTHER (INCOME) / EXPENSE 669,713 343,371 1,013,084 NET INCOME $ (63,600 ) $ (206,835 ) $ (270,435 ) BASIC (LOSS) INCOME PER SHARE $ (0.02 ) $ (0.07 ) DILUTED (LOSS) INCOME PER SHARE $ (0.02 ) $ (0.07 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,819,223 3,819,223 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,819,223 3,819,223 (1) Adjustment reflects correction of an error. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS As originally reported at MAR 31, 2015 Restatement Adjustments As restated MAR 31, 2015 Net loss $ (63,600 ) (206,835 ) (1) $ (270,435 ) Cash used by operating activities Amortization of debt discount on notes payable 525,091 (1) 525,091 Change in fair value of derivative liabilities 62,746 (1) 62,746 Accretion of convertible notes BCF 244,466 (244,466 ) (1) Depreciation and amortization 535,331 (136,536 ) (1) 398,795 Other (44,093 ) (44,093 ) Cash provided by operating activities 672,104 672,104 Cash used for investing activities Cash used for financing activities (630,982 ) (630,982 ) Increase in cash 41,122 41,122 Cash at beginning of the year 72,165 72,165 Cash at the end of the year $ 113,287 $ 113,287 SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS Beneficial conversion feature on convertible debt $ (470,630 ) $ 470,630 (1) $ Debt discount $ (35,000 ) $ 729,088 (1) $ 694,088 Derivative liability $ $ 758,794 (1) $ 758,794 Settlement of derivative on conversion of debt $ $ 28,043 (1) $ 28,043 (1) Adjustment reflects correction of an error. |
Liquidity resources and futur24
Liquidity resources and future capital requirements (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Liquidity resources and future capital requirements [Abstract] | |
Schedule of consolidated cash flows and total operating income | The Companys consolidated cash flows for the three months ended March 31, 2015, and 2014 and total operating income for March 31, 2015 and 2014 were as follows: MAR 31, 2015 MAR 31, 2014 Net cash provided by (used in) operating activities $ 672,100 $ (21,400 ) Net cash used in investing activities $ $ (400 ) Net cash (used in ) provided by financing activities $ (631,000 ) $ 16,600 Total net (loss) income $ (270,435 ) $ 1,504,605 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | MAR 31, DEC 31, 2015 2014 Accounts receivable $ 1,186,360 $ 1,287,818 Less: allowance for doubtful accounts (66,147 ) (66,147 ) Total $ 1,120,213 $ 1,221,671 |
Property, plant & equipment, 26
Property, plant & equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | MAR 31, DEC 31, 2015 2014 Buildings $ 78,927 $ 78,927 Furniture and fixtures 46,923 46,923 Vehicles 4,613,407 4,479,273 Machinery and equipment 13,234,926 13,234,926 Less: Accumulated depreciation (1,519,976 ) (1,156,168 ) Total $ 16,454,207 $ 16,683,881 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Intangible Assets Net | |
Schedule of intangible assets | The following table represents the intangible assets: MAR 31, DEC 31, 2015 2014 Brand name $ 277,000 $ 277,000 Domain name / website 6,000 6,000 283,000 283,000 Less: Accumulated amortization Total $ 283,000 $ 283,000 NAS MAR 31, 2014 JD MAR 31, 2014 Adjustments MAR 01, 2014 MAR 31, 2014 REVENUE $ $ 2,004,606 $ 3,323,970 $ 5,328,576 COST OF REVENUE 1,593,189 2,866,012 4,459,201 GROSS PROFIT 411,417 869,375 OPERATING EXPENSES Selling, general and administrative expenses 55,557 208,309 362,607 626,473 Professional fees and related expenses 21,436 442 2,570 24,448 Forgiveness of accrued officer compensation (39,626 ) (39,626 ) TOTAL OPERATING EXPENSES 37,367 208,751 611,295 OPERATING INCOME (LOSS) $ (37,367 ) $ 202,666 $ $ 258,080 OTHER EXPENSE, non-operating Gain on acquisition, bargain purchase of JD (1,620,071 ) 39,208 (1,580,863 ) Interest expense, net 70,160 55,049 53,571 178,780 TOTAL OTHER EXPENSE (INCOME), non-operating 70,160 (1,565,022 ) (1,402,083 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (107,527 ) 1,767,688 1,660,163 PROVISION FOR INCOME TAXES NET (LOSS) INCOME $ (107,527 ) $ 1,767,688 $ $ 1,660,163 BASIC (LOSS) INCOME PER SHARE $ (0.00 ) $ 0.53 DILUTED (LOSS) INCOME PER SHARE $ (0.00 ) $ 0.50 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,131,381 3,131,381 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED 3,131,381 3,330,090 |
Loans, capital lease and line28
Loans, capital lease and lines of credit (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Debt and Capital Lease Obligations [Abstract] | |
Schedule of Loans, Capital leases and Lines of Credit | The following table represents the outstanding principle balance of loans, capital leases and lines of credit (LOC) and accrued interest for the Company as of March 31, 2015. Description Loan date Maturity date Original amount of loan Interest rate Balance as of MAR 31, 2015 Ally 02 /24/2014 02 /10/2019 $ 43,395 4.01 % $ 29,552 Commercial Credit Group 12 /19/2014 12 /19/2019 1,940,969 10.00 % 1,492,648 Cat Financial 02 /24/2014 11 /09/2016 186,549 5.95 % 83,491 Equify 04 /08/2014 05 /01/2019 1,480,412 7.10 % 1,266,296 Phil Timothy 02 /24/2014 03 /28/2023 2,650,000 6.00 % 2,220,528 Ford Credit 02 /24/2014 03 /16/2016 23,700 4.34 % 8,615 Ford Credit 02 /24/2014 09 /28/2015 28,700 6.54 % 8,177 Ford Credit 02 /24/2014 06 /05/2016 88,575 7.89 % 31,456 Ford Credit 02 /24/2014 02 /28/2015 56,372 6.49 % 5,977 Ford Credit 02 /24/2014 03 /29/2017 73,005 7.89 % 34,229 Ford Credit 02 /24/2014 09 /30/2015 94,000 5.74 % 11,055 Ford Credit 02 /24/2014 09 /19/2016 45,994 8.29 % 20,108 Ford Credit 09 /01/2014 08 /01/2017 43,110 5.04 % 30,516 GE Capital 09 /01/2014 08 /01/2019 213,600 6.96 % 192,333 GE Capital 09 /01/2014 08 /01/2020 203,789 6.93 % 187,502 GE Capital 09 /01/2014 08 /01/2016 48,000 9.11 % 33,007 GE Capital 02 /24/2014 10 /10/2018 189,151 6.42 % 121,653 GE Capital 02 /24/2014 07 /01/2018 153,944 7.20 % 93,898 John Deere Financial 02 /24/2014 09 /26/2017 262,350 4.00 % 142,149 Axis Capital 2 /20/2015 2 /20/2020 600,000 8.62 % 591,562 Mack Financial Services 02 /24/2014 03 /12/2016 326,746 6.00 % 80,700 Mack Financial Services 02 /24/2014 11 /09/2016 347,520 6.00 % 147,568 MACU 02 /24/2014 10 /26/2018 41,540 2.99 % 31,041 Zions Bank 02 /24/2014 10 /15/2026 150,000 4.86 % 122,066 Zions Bank 02 /24/2014 10 /10/2016 101,091 4.57 % 26,669 Zions Bank 02 /24/2014 09 /30/2017 7,680,000 4.57 % 4,225,706 Zions Bank LOC 464,748 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 % 86,851 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 % 13,000 Goss2 02 /28/2014 11 /28/2014 50,000 10.00 % 50,000 Total debt liabilities 12,255,590 Less: current portion (3,826,089 ) Total long term liabilities $ 8,429,501 |
Convertible notes (Tables)
Convertible notes (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | As of March 31, 2015, the following convertible notes payable are outstanding (see Note 13: Fair Value for information on debt discount Description Balance as of MAR 31, 2015 Balance as of DEC 31, 2014 Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. $ 250,000 $ 250,000 Convertible note issued on October 1, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. 245,000 245,000 Convertible note issued on October 20, 2014, at a 12% interest rate per annum for three (3) years, convertible to shares of common stock at discount to market price of Company common stock. 45,000 45,000 Convertible note issued on December 16, 2014, at a 12% interest rate per annum for one (1) year, convertible to shares of common stock at $2.00 per share or if the Companys common stock falls below a certain price, at a discount to market price of Company common stock. 250,000 250,000 Convertible note issued on December 16, 2014, at a 10% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. 219,500 249,400 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. 104,000 104,000 Convertible note issued on January 31, 2015, at a 12% interest rate per annum for two (2) months, convertible to shares of common stock at discount to market price of Company common stock. 159,838 Convertible note issued on January 30, 2015, at a 8% interest rate per annum for ten (10) months, convertible to shares of common stock at discount to market price of Company common stock. 64,000 Convertible note issued on February 12, 2015, at a 12% interest rate per annum for six (6) months, convertible to shares of common stock at discount to market price of Company common stock. 180,000 Convertible note issued on February 27, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. 110,250 Convertible note issued on March 11, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. 35,000 Convertible note issued on March 12, 2015, at a 8% interest rate per annum for one (1) year, convertible to shares of common stock at discount to market price of Company common stock. 55,000 Convertible note issued on March 21, 2015, at a 10% interest rate per annum for six (6) months, convertible to shares of common stock at discount to market price of Company common stock. 35,000 Total 1,752,588 1,143,400 Less: Debt discount (749,190 ) (577,749 ) Less: Current portion convertible debt (576,997 ) (158,737 ) Total Long-term portion of convertible debt $ 426,401 $ 406,914 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair value of the debt conversion feature liability | Alternate probabilities would have resulted in increases or decreases in the fair value of the debt conversion feature liability: Fair value Measurements at March 31, 2015 Total Level 1 Level 2 Level 3 Derivative liability Debt conversion feature $ 2,011,258 $ 2,011,258 Total financial liabilities $ 2,011,258 $ 2,011,258 Fair value Measurements at December 31, 2014 Total Level 1 Level 2 Level 3 Derivative liability Debt conversion feature $ 1,189,718 $ 1,189,718 Total financial liabilities $ 1,189,718 $ 1,189,718 |
Debt conversion feature liabilities measured at fair value on a recurring basis using significant unobservable inputs | The table below presents a summary of changes in the Companys debt conversion feature liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2015: MAR 31, 2015 MAR 31, 2014 Debt conversion feature: Beginning balance $ 1,189,718 $ Additions 1,566,957 Adjustments resulting from changes in fair value recognized in earnings (717,375 ) Total 2,039,300 Issuance of common stock (28,042 ) Ending balance $ 2,011,258 $ |
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 March 31, 2015 $ $ 2,011,258 Binomial option pricing model Expected term (years) 0.32 2.13 Volatility 303.94% December 31, 2014 $ $ 1,189,718 Binomial option pricing model Expected term 0.71 2.58 Volatility 271.84% |
Stockholders' deficit (Tables)
Stockholders' deficit (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bond rate in effect at the time of the grant for bonds with maturity dates at the estimated term of the options. 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 March 31, 2015 140,000 $ 7.70 Total granted, non-vested at March 31, 2015 140,000 $ 7.70 Non vested options Options Weighted average price of Options Granted, non-vested at March 31, 2015 35,000 $ 1.65 Total granted, non-vested at March 31, 2015 35,000 $ 1.65 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Business Acquisition | Based on the measurement period the Company re-calculated the fair value of the business acquisition as follows: ASSETS FEB 24, 2014 Cash $ 104,816 Accounts receivable 1,887,074 Prepaid expense 152,892 Fixed Assets 14,138,387 Intangible assets, net 283,000 Deferred financing fees, net 29,402 LIABILITIES A/P, accrued, loans and LOC (14,718,056 ) Fair Market Value of Net Identifiable Assets on 2/24/2014 $ 1,877,515 Purchase Price Less: stock for consideration (413,000 ) Bargain purchase option $ 1,464,515 Less: Bargain purchase option value previously recognized (1,620,071 ) Re-measurement balance of bargain purchase option as of February 24, 2014 $ 155,556 |
Condensed Balance Sheet | The Company has retrospectively adjusted the previously reported fair values to reflect these amounts as follows: ASSETS As reported at DEC 31, 2014 10-K/A Measurement Period Adjustments As Retrospectively Adjusted DEC 31, 2014 Accounts receivable, net $ 1,660,227 $ (438,556 ) (1) $ 1,221,671 Intangible assets, net 283,000 (2) 283,000 Other assets 18,359,178 18,359,178 TOTAL ASSETS $ 20,019,405 (155,556 ) $ 19,863,849 TOTAL LIABILITIES $ 21,420,712 $ 21,420,712 EQUITY Common stock 4,020 4,020 Additional paid in capital 14,924,999 14,924,999 Stock payable 33,278 33,278 Accumulated deficit (16,363,604 ) (155,556 ) (2) (16,519,160 ) TOTAL EQUITY (1,401,307 ) (155,556 ) (1,556,863 ) TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 20,019,405 (155,556 ) $ 19,863,849 (1) Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805. (2) Adjustment reflects additional intangibles (See Note 8: Intangibles |
Condensed Income Statement | As originally reported at MAR 31, 2014 Measurement As Retrospectively Adjusted MAR 31, 2014 TOTAL OPERATING INCOME $ 165,299 $ $ 165,299 OTHER (INCOME) / EXPENSE Interest expense, net 125,209 125,209 Gain on bargain purchase of JD (1,620,071 ) 155,556 (1) (1,464,515 ) TOTAL OTHER (INCOME) / EXPENSE (1,494,862 ) 155,556 (1,339,306 ) NET INCOME $ 1,660,161 $ (155,556 ) $ 1,504,605 BASIC (LOSS) INCOME PER SHARE $ 0.53 $ 0.48 DILUTED (LOSS) INCOME PER SHARE $ 0.50 $ 0.45 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,131,381 3,131,381 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,330,090 3,330,090 (1) Adjustment reflects additional intangibles (See Note 8: Intangibles |
Organization and basis of pre33
Organization and basis of presentation (Details Narrative) - Mar. 31, 2015 | USD ($) |
Property, Plant and Equipment [Line Items] | |
FDIC insured limit | $ 25,000 |
Stock split ratio | 0.005 |
Useful life of customer list intangible assets | 84 months |
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] | |
Salvage value | 20.00% |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
computer software/hardware and office equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
computer software/hardware and office equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Restatement of Prior Periods (D
Restatement of Prior Periods (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | |
ASSETS | |||
Intangible assets, net | $ 283,000 | $ 283,000 | |
TOTAL ASSETS | 19,300,711 | 19,863,849 | |
Derivative liability | 2,011,258 | 1,189,718 | |
TOTAL LIABILITIES | 21,043,288 | 21,420,712 | |
DEFICIT | |||
Common stock | 4,485 | 4,020 | |
Additional paid in capital | 15,042,533 | 14,924,999 | |
Accumulated deficit | (16,789,595) | (16,519,160) | |
TOTAL DEFICIT | (1,742,577) | (1,556,863) | |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | 19,300,711 | 19,863,849 | |
As originally reported [Member] | |||
ASSETS | |||
Intangible assets, net | 4,574,857 | ||
Other assets | 19,017,711 | ||
TOTAL ASSETS | $ 23,592,568 | 20,019,405 | |
Derivative liability | |||
Convertible notes, net of discount | $ 1,156,790 | ||
Other liabilities | 18,028,632 | ||
TOTAL LIABILITIES | 19,185,422 | 21,420,712 | |
DEFICIT | |||
Common stock | 4,485 | 4,020 | |
Additional paid in capital | 15,975,939 | 14,924,999 | |
Accumulated deficit | (11,573,278) | (16,363,604) | |
TOTAL DEFICIT | 4,407,146 | (1,401,307) | |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | 23,592,568 | $ 20,019,405 | |
Restatement Adjustments [Member] | |||
ASSETS | |||
Intangible assets, net | [1] | $ 4,291,857 | |
Other assets | |||
TOTAL ASSETS | $ 4,291,857 | ||
Derivative liability | 2,011,258 | ||
Convertible notes, net of discount | [1] | $ (153,392) | |
Other liabilities | |||
TOTAL LIABILITIES | $ 1,857,866 | ||
DEFICIT | |||
Common stock | |||
Additional paid in capital | [1] | $ (933,406) | |
Accumulated deficit | [1] | (5,216,317) | |
TOTAL DEFICIT | (6,149,723) | ||
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | [1] | (4,291,857) | |
Restated [Member] | |||
ASSETS | |||
Intangible assets, net | 283,000 | ||
Other assets | 19,017,711 | ||
TOTAL ASSETS | 19,300,711 | ||
Derivative liability | 2,011,258 | ||
Convertible notes, net of discount | 1,003,398 | ||
Other liabilities | 18,028,632 | ||
TOTAL LIABILITIES | 21,043,288 | ||
DEFICIT | |||
Common stock | 4,485 | ||
Additional paid in capital | 15,042,533 | ||
Accumulated deficit | (16,789,595) | ||
TOTAL DEFICIT | (1,742,577) | ||
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ 19,300,711 | ||
[1] | Adjustment reflects correction of an error. |
Restatement of Prior Periods 35
Restatement of Prior Periods (Details 1) - USD ($) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | |||
TOTAL OPERATING INCOME | $ 742,649 | $ 165,299 | ||
OTHER (INCOME) / EXPENSE | ||||
Interest expense, net | (1,730,459) | $ (125,209) | ||
Gain on change in fair value of derivative liabilities | 717,375 | |||
NET (LOSS) INCOME | $ (270,435) | $ 1,504,605 | ||
BASIC (LOSS) INCOME PER SHARE | $ (0.07) | $ 0.48 | ||
DILUTED (LOSS) INCOME PER SHARE | $ (0.07) | $ 0.45 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,819,223 | 3,131,381 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,819,223 | 3,330,090 | ||
As originally reported [Member] | ||||
TOTAL OPERATING INCOME | $ 606,113 | $ 165,299 | ||
OTHER (INCOME) / EXPENSE | ||||
Interest expense, net | $ 669,713 | (125,209) | ||
Gain on change in fair value of derivative liabilities | ||||
TOTAL OTHER (INCOME) / EXPENSE | $ 669,713 | 1,494,862 | ||
NET (LOSS) INCOME | $ (63,600) | $ 1,660,161 | ||
BASIC (LOSS) INCOME PER SHARE | $ (0.02) | $ 0.53 | ||
DILUTED (LOSS) INCOME PER SHARE | $ (0.02) | $ 0.50 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,819,223 | 3,131,381 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,819,223 | 3,330,090 | ||
Restatement Adjustments [Member] | ||||
TOTAL OPERATING INCOME | $ 136,536 | [1] | ||
OTHER (INCOME) / EXPENSE | ||||
Interest expense, net | 1,060,746 | [1] | $ 53,571 | |
Gain on change in fair value of derivative liabilities | [1] | (717,375) | ||
TOTAL OTHER (INCOME) / EXPENSE | 343,371 | |||
NET (LOSS) INCOME | (206,835) | [1] | ||
BASIC (LOSS) INCOME PER SHARE | ||||
DILUTED (LOSS) INCOME PER SHARE | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | ||||
Restated [Member] | ||||
TOTAL OPERATING INCOME | 742,649 | |||
OTHER (INCOME) / EXPENSE | ||||
Interest expense, net | 1,730,459 | |||
Gain on change in fair value of derivative liabilities | (717,375) | |||
TOTAL OTHER (INCOME) / EXPENSE | 1,013,084 | |||
NET (LOSS) INCOME | $ (270,435) | |||
BASIC (LOSS) INCOME PER SHARE | $ (0.07) | |||
DILUTED (LOSS) INCOME PER SHARE | $ (0.07) | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,819,223 | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,819,223 | |||
[1] | Adjustment reflects correction of an error. |
Restatement of Prior Periods 36
Restatement of Prior Periods (Details 2) - USD ($) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | |||
NET (LOSS) INCOME | $ (270,435) | $ 1,504,605 | ||
Cash used by operating activities | ||||
Amortization of debt discount on notes payable | 525,091 | $ 920 | ||
Change in fair value of derivative liabilities | 62,746 | |||
Depreciation and amortization | 398,795 | $ 113,463 | ||
Cash provided by operating activities | $ 672,104 | (21,372) | ||
Cash used for investing activities | (417) | |||
Cash used for financing activities | $ (630,982) | 16,633 | ||
Increase in cash | 41,122 | (5,156) | ||
Cash at beginning of the year | 72,165 | 17,696 | ||
Cash at end of the year | 113,287 | $ 12,540 | ||
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS | ||||
Debt discount | 694,088 | |||
Derivative liability | (758,794) | |||
Settlement of derivative on conversion of debt | 28,043 | |||
As originally reported [Member] | ||||
NET (LOSS) INCOME | $ (63,600) | $ 1,660,161 | ||
Cash used by operating activities | ||||
Amortization of debt discount on notes payable | ||||
Change in fair value of derivative liabilities | ||||
Accretion of convertible notes BCF | $ 244,466 | |||
Depreciation and amortization | 535,331 | |||
Other | (44,093) | |||
Cash provided by operating activities | $ 672,104 | |||
Cash used for investing activities | ||||
Cash used for financing activities | $ (630,982) | |||
Increase in cash | 41,122 | |||
Cash at beginning of the year | 72,165 | |||
Cash at end of the year | 113,287 | |||
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS | ||||
Beneficial conversion feature on convertible debt | (470,630) | |||
Debt discount | $ (35,000) | |||
Derivative liability | ||||
Settlement of derivative on conversion of debt | ||||
Restatement Adjustments [Member] | ||||
NET (LOSS) INCOME | $ (206,835) | [1] | ||
Cash used by operating activities | ||||
Amortization of debt discount on notes payable | [1] | 525,091 | ||
Change in fair value of derivative liabilities | [1] | 62,746 | ||
Accretion of convertible notes BCF | [1] | (244,466) | ||
Depreciation and amortization | [1] | $ (136,536) | ||
Other | ||||
Cash provided by operating activities | ||||
Cash used for investing activities | ||||
Cash used for financing activities | ||||
Increase in cash | ||||
Cash at beginning of the year | ||||
Cash at end of the year | ||||
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS | ||||
Beneficial conversion feature on convertible debt | [1] | $ 470,630 | ||
Debt discount | [1] | 729,088 | ||
Derivative liability | [1] | 758,794 | ||
Settlement of derivative on conversion of debt | [1] | 28,043 | ||
Restated [Member] | ||||
NET (LOSS) INCOME | (270,435) | |||
Cash used by operating activities | ||||
Amortization of debt discount on notes payable | 525,091 | |||
Change in fair value of derivative liabilities | $ 62,746 | |||
Accretion of convertible notes BCF | ||||
Depreciation and amortization | $ 398,795 | |||
Other | (44,093) | |||
Cash provided by operating activities | $ 672,104 | |||
Cash used for investing activities | ||||
Cash used for financing activities | $ (630,982) | |||
Increase in cash | 41,122 | |||
Cash at beginning of the year | 72,165 | |||
Cash at end of the year | $ 113,287 | |||
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS | ||||
Beneficial conversion feature on convertible debt | ||||
Debt discount | $ 694,088 | |||
Derivative liability | 758,794 | |||
Settlement of derivative on conversion of debt | $ 28,043 | |||
[1] | Adjustment reflects correction of an error. |
Liquidity resources and futur37
Liquidity resources and future capital requirements (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Consolidated cash flows and total operating income | ||
Net cash provided by (used in) operating activities | $ 672,104 | $ (21,372) |
Net cash used in investing activities | (417) | |
Net cash (used in ) provided by financing activities | $ (630,982) | 16,633 |
NET (LOSS) INCOME | $ (270,435) | $ 1,504,605 |
Liquidity resources and futur38
Liquidity resources and future capital requirements (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($) | |
Liquidity Resources And Future Capital Requirements Details Narrative | |||
Stock split ratio | 0.005 | ||
Increase in cash | $ 100,800 | $ 12,500 | |
Increase in cash (as a percent) | 806.00% | ||
Cash | $ 113,287 | $ 12,500 | |
Working capital deficit | 9,802,280 | ||
Stockholders' deficit | $ 1,742,577 | $ 1,556,863 |
Accounts receivable, net (Detai
Accounts receivable, net (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Accounts Receivable, Net [Abstract] | ||
Accounts receivable | $ 1,186,360 | $ 1,287,818 |
Less: allowance for doubtful accounts | (66,147) | (66,147) |
Total | $ 1,120,213 | $ 1,221,671 |
Property, plant & equipment, 40
Property, plant & equipment, net (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 13,234,926 | $ 13,234,926 |
Less: Accumulated depreciation | (1,519,976) | (1,156,168) |
Total | 16,454,207 | 16,683,881 |
Depreciation expense | 363,807 | 1,214,390 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 78,927 | 78,927 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 46,923 | 46,923 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 4,613,407 | 4,479,273 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 13,234,926 | $ 13,234,926 |
Other receivable (Details)
Other receivable (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | |
Other receivable [Abstract] | |||
Other receivables | $ 50,000 | $ 60,000 | $ 70,000 |
Amount of deposit returned to Company | $ 20,000 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Brand name | $ 277,000 | $ 277,000 |
Domain name / website | 6,000 | 6,000 |
Intangible assets, gross | $ 283,000 | $ 283,000 |
Less: Accumulated amortization | ||
Total | $ 283,000 | $ 283,000 |
Intangible assets, net (Detai43
Intangible assets, net (Details 1) - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
COST OF REVENUE | $ 4,284,923 | $ 1,580,162 | |
GROSS PROFIT | 1,107,310 | 411,417 | |
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 195,685 | 263,866 | |
Professional fees and related expenses | $ 168,976 | 21,878 | |
Forgiveness of accrued officer compensation | 39,626 | ||
TOTAL OPERATING EXPENSES | $ 364,661 | 246,118 | |
OPERATING INCOME (LOSS) | $ 742,649 | 165,299 | |
OTHER EXPENSE, non-operating | |||
Gain on bargain purchase acquisition of JD | 1,464,515 | ||
Interest expense, net | $ (1,730,459) | (125,209) | |
TOTAL OTHER EXPENSE (INCOME), non-operating | 1,730,459 | 125,209 | |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ (270,435) | $ 1,504,605 | |
PROVISION FOR INCOME TAXES | |||
NET (LOSS) INCOME | $ (270,435) | $ 1,504,605 | |
BASIC (LOSS) INCOME PER SHARE | $ (0.07) | $ 0.48 | |
DILUTED (LOSS) INCOME PER SHARE | $ (0.07) | $ 0.45 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,819,223 | 3,131,381 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,819,223 | 3,330,090 | |
NAS [Member] | |||
REVENUE | |||
COST OF REVENUE | |||
GROSS PROFIT | |||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | $ 55,557 | ||
Professional fees and related expenses | 21,436 | ||
Forgiveness of accrued officer compensation | (39,626) | ||
TOTAL OPERATING EXPENSES | 37,367 | ||
OPERATING INCOME (LOSS) | $ (37,367) | ||
OTHER EXPENSE, non-operating | |||
Gain on bargain purchase acquisition of JD | |||
Interest expense, net | $ 70,160 | ||
TOTAL OTHER EXPENSE (INCOME), non-operating | 70,160 | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ (107,527) | ||
PROVISION FOR INCOME TAXES | |||
NET (LOSS) INCOME | $ (107,527) | ||
BASIC (LOSS) INCOME PER SHARE | $ 0 | ||
DILUTED (LOSS) INCOME PER SHARE | $ 0 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,131,381 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,131,381 | ||
JD [Member] | |||
REVENUE | $ 2,004,606 | ||
COST OF REVENUE | 1,593,189 | ||
GROSS PROFIT | 411,417 | ||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 208,309 | ||
Professional fees and related expenses | $ 442 | ||
Forgiveness of accrued officer compensation | |||
TOTAL OPERATING EXPENSES | $ 208,751 | ||
OPERATING INCOME (LOSS) | 202,666 | ||
OTHER EXPENSE, non-operating | |||
Gain on bargain purchase acquisition of JD | (1,620,071) | ||
Interest expense, net | 55,049 | ||
TOTAL OTHER EXPENSE (INCOME), non-operating | (1,565,022) | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ 1,767,688 | ||
PROVISION FOR INCOME TAXES | |||
NET (LOSS) INCOME | $ 1,767,688 | ||
BASIC (LOSS) INCOME PER SHARE | |||
DILUTED (LOSS) INCOME PER SHARE | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | |||
Restatement Adjustments [Member] | |||
REVENUE | $ 3,323,970 | ||
COST OF REVENUE | $ 2,866,012 | ||
GROSS PROFIT | |||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | $ 362,607 | ||
Professional fees and related expenses | $ 2,570 | ||
Forgiveness of accrued officer compensation | |||
TOTAL OPERATING EXPENSES | |||
OPERATING INCOME (LOSS) | $ 136,536 | [1] | |
OTHER EXPENSE, non-operating | |||
Gain on bargain purchase acquisition of JD | $ 39,208 | ||
Interest expense, net | 1,060,746 | [1] | $ 53,571 |
TOTAL OTHER EXPENSE (INCOME), non-operating | |||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | |||
PROVISION FOR INCOME TAXES | |||
NET (LOSS) INCOME | $ (206,835) | [1] | |
BASIC (LOSS) INCOME PER SHARE | |||
DILUTED (LOSS) INCOME PER SHARE | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | |||
Re-Measurement [Member] | |||
REVENUE | $ 5,328,576 | ||
COST OF REVENUE | 4,459,201 | ||
GROSS PROFIT | 869,375 | ||
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 626,473 | ||
Professional fees and related expenses | 24,448 | ||
Forgiveness of accrued officer compensation | (39,626) | ||
TOTAL OPERATING EXPENSES | 611,295 | ||
OPERATING INCOME (LOSS) | 258,080 | ||
OTHER EXPENSE, non-operating | |||
Gain on bargain purchase acquisition of JD | (1,580,863) | ||
Interest expense, net | 178,780 | ||
TOTAL OTHER EXPENSE (INCOME), non-operating | (1,402,083) | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ 1,660,163 | ||
PROVISION FOR INCOME TAXES | |||
NET (LOSS) INCOME | $ 1,660,163 | ||
BASIC (LOSS) INCOME PER SHARE | $ 0.53 | ||
DILUTED (LOSS) INCOME PER SHARE | $ 0.50 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,131,381 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,330,090 | ||
[1] | Adjustment reflects correction of an error. |
Loans, capital lease and line44
Loans, capital lease and lines of credit (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Feb. 28, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Feb. 27, 2015 | Dec. 31, 2014 | Apr. 22, 2014 | Apr. 02, 2014 | |
Debt Instrument [Line Items] | |||||||
Maturity date | Jan. 30, 2020 | ||||||
Original amount of loan | $ 28,000 | $ 50,000 | |||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 12,255,590 | ||||||
Less: current portion | (3,826,089) | $ (4,507,322) | |||||
Total long-term liabilities | 8,429,501 | 8,666,493 | |||||
Mandatorily redeemable contingent liability | $ 100,000 | $ 100,000 | |||||
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 | $ 29,552 | ||||||
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 | $ 1,492,648 | ||||||
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 | $ 83,491 | ||||||
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 | $ 1,266,296 | ||||||
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 | $ 2,220,528 | ||||||
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 | $ 8,615 | ||||||
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 | $ 8,177 | ||||||
Long Term Debt Eight [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 | $ 31,456 | ||||||
Long Term Debt Nine [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 | $ 5,977 | ||||||
Long Term Debt Ten [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 | $ 34,229 | ||||||
Long Term Debt Eleven [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 | $ 11,055 | ||||||
Long Term Debt Twelve [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 | $ 20,108 | ||||||
Long Term Debt Thirteen [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 | $ 30,516 | ||||||
Long Term Debt Fourteen [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 | $ 192,333 | ||||||
Long Term Debt Fifteen [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 | $ 187,502 | ||||||
Long Term Debt Sixteen [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 | $ 33,007 | ||||||
Long Term Debt Seventeen [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 | $ 121,653 | ||||||
Long Term Debt Eighteen [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 | $ 93,898 | ||||||
Long Term Debt Nineteen [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 | $ 142,149 | ||||||
Long Term Debt Twenty [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Feb. 20, 2015 | ||||||
Maturity date | Feb. 20, 2020 | ||||||
Original amount of loan | $ 600,000 | ||||||
Interest rate | 8.62% | ||||||
Total debt liabilities | $ 591,562 | ||||||
Long Term Debt Twenty One [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 | $ 80,700 | ||||||
Long Term Debt Twenty Two [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 | $ 147,568 | ||||||
Long Term Debt Twenty Three [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 | $ 31,041 | ||||||
Long Term Debt Twenty Four [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 | $ 122,066 | ||||||
Long Term Debt Twenty Five [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 | $ 26,669 | ||||||
Long Term Debt Twenty Six [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 | $ 4,225,706 | ||||||
Long Term Debt Twenty Eight [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 Twenty Nine [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 | $ 86,851 | ||||||
Long Term Debt Thirty [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 One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Jan. 15, 2009 | ||||||
Original amount of loan | $ 33,591 | ||||||
Total debt liabilities | $ 33,591 | ||||||
Long Term Debt Thirty Two [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 Three [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 Four [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 Five [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 Thirty Six [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 Thirty Seven [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 Thirty Eight [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan date | Dec. 31, 2010 | ||||||
Original amount of loan | $ 13,000 | ||||||
Interest rate | 10.00% | ||||||
Total debt liabilities | $ 13,000 | ||||||
Long Term Debt Thirty Nine [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 | ||||||
Zions First National Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unsecured line of credit | $ 500,000 | ||||||
LIBOR spread | 3.85% | ||||||
Line of credit balance | $ 464,748 | ||||||
Long Term Debt Twenty Seven [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt liabilities | $ 464,748 | ||||||
Restricted Common Stock [Member] | Mandatorily redeemable common stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Restricted common stock granted but unissued, shares | 53,837 | ||||||
Restricted common stock granted but unissued | $ 269,186 | ||||||
Number of shares repurchased | 20,000 | ||||||
Value of shares repurchased | $ 100,000 | ||||||
Threshold value of shares, the note holder is entitled to additional shares to compensate | 100,000 | ||||||
Value of shares that if value falls below, the note holder will be awarded additional shares to compensate | $ 100,000 |
Convertible notes (Details)
Convertible notes (Details) - USD ($) | Mar. 12, 2015 | Mar. 11, 2015 | Feb. 12, 2015 | Mar. 21, 2015 | Feb. 28, 2015 | Feb. 27, 2015 | Jan. 31, 2015 | Jan. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Apr. 22, 2014 | Apr. 02, 2014 |
Debt Instrument [Line Items] | ||||||||||||
Total | $ 110,000 | $ 1,752,588 | $ 1,143,400 | |||||||||
Less: Debt discount | (749,190) | (577,749) | ||||||||||
Less: Current portion convertible debt | (576,997) | (158,737) | ||||||||||
Total Long-term portion of convertible debt | 426,401 | $ 406,914 | ||||||||||
Interest rate | 10.00% | |||||||||||
Principal amount of debt | $ 28,000 | $ 50,000 | ||||||||||
Maturity date | Jan. 30, 2020 | |||||||||||
Convertible promissory note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 8.00% | 8.00% | 12.00% | 10.00% | 8.00% | 12.00% | 8.00% | |||||
Principal amount of debt | $ 55,000 | $ 35,000 | $ 180,000 | $ 35,000 | $ 110,250 | $ 159,838 | $ 64,000 | |||||
Maturity date | Jul. 25, 2014 | Sep. 30, 2015 | Mar. 29, 2015 | Nov. 3, 2015 | ||||||||
Purchase price of debt | $ 50,000 | $ 125,000 | $ 105,000 | |||||||||
Convertible promissory note [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 12.00% | |||||||||||
Convertible promissory note [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 8.00% | |||||||||||
Convertible note issued on January 31, 2015 One [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 159,838 | |||||||||||
Loan date | Jan. 31, 2015 | |||||||||||
Interest rate | 12.00% | |||||||||||
Debt term | 2 months | |||||||||||
Convertible note issued on February 12, 2015 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 180,000 | |||||||||||
Loan date | Feb. 12, 2015 | |||||||||||
Interest rate | 12.00% | |||||||||||
Debt term | 6 months | |||||||||||
Convertible note issued on February 27, 2015 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 110,250 | |||||||||||
Loan date | Feb. 27, 2015 | |||||||||||
Interest rate | 8.00% | |||||||||||
Debt term | 1 year | |||||||||||
Convertible note issued on March 11, 2015 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 35,000 | |||||||||||
Loan date | Mar. 11, 2015 | |||||||||||
Interest rate | 8.00% | |||||||||||
Debt term | 1 year | |||||||||||
Convertible note issued on March 12, 2015 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 55,000 | |||||||||||
Loan date | Mar. 12, 2015 | |||||||||||
Interest rate | 8.00% | |||||||||||
Debt term | 1 year | |||||||||||
Convertible note issued on March 21, 2015 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 35,000 | |||||||||||
Loan date | Mar. 21, 2015 | |||||||||||
Interest rate | 10.00% | |||||||||||
Debt term | 6 years | |||||||||||
Convertible note issued on January 30, 2015 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 64,000 | |||||||||||
Loan date | Jan. 31, 2015 | |||||||||||
Interest rate | 8.00% | |||||||||||
Debt term | 10 months | |||||||||||
Long Term Debt One [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 4.01% | |||||||||||
Principal amount of debt | $ 43,395 | |||||||||||
Maturity date | Feb. 10, 2019 | |||||||||||
Long Term Debt Two [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Dec. 19, 2014 | |||||||||||
Interest rate | 10.00% | |||||||||||
Principal amount of debt | $ 1,940,969 | |||||||||||
Maturity date | Dec. 19, 2019 | |||||||||||
Long Term Debt Three [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 5.95% | |||||||||||
Principal amount of debt | $ 186,549 | |||||||||||
Maturity date | Nov. 9, 2016 | |||||||||||
Long Term Debt Four [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Apr. 8, 2014 | |||||||||||
Interest rate | 7.10% | |||||||||||
Principal amount of debt | $ 1,480,412 | |||||||||||
Maturity date | May 1, 2019 | |||||||||||
Long Term Debt Five [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 6.00% | |||||||||||
Principal amount of debt | $ 2,650,000 | |||||||||||
Maturity date | Mar. 28, 2023 | |||||||||||
Long Term Debt Six [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 4.34% | |||||||||||
Principal amount of debt | $ 23,700 | |||||||||||
Maturity date | Mar. 16, 2016 | |||||||||||
Long Term Debt Seven [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 6.54% | |||||||||||
Principal amount of debt | $ 28,700 | |||||||||||
Maturity date | Sep. 28, 2015 | |||||||||||
Long Term Debt Eight [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 7.89% | |||||||||||
Principal amount of debt | $ 88,575 | |||||||||||
Maturity date | Jun. 5, 2016 | |||||||||||
Long Term Debt Nine [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 6.49% | |||||||||||
Principal amount of debt | $ 56,372 | |||||||||||
Maturity date | Feb. 28, 2015 | |||||||||||
Long Term Debt Ten [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 7.89% | |||||||||||
Principal amount of debt | $ 73,005 | |||||||||||
Maturity date | Mar. 29, 2017 | |||||||||||
Long Term Debt Eleven [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 5.74% | |||||||||||
Principal amount of debt | $ 94,000 | |||||||||||
Maturity date | Sep. 30, 2015 | |||||||||||
Long Term Debt Twelve [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 8.29% | |||||||||||
Principal amount of debt | $ 45,994 | |||||||||||
Maturity date | Sep. 19, 2016 | |||||||||||
Long Term Debt Thirteen [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Sep. 1, 2014 | |||||||||||
Interest rate | 5.04% | |||||||||||
Principal amount of debt | $ 43,110 | |||||||||||
Maturity date | Aug. 1, 2017 | |||||||||||
Long Term Debt Fourteen [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Sep. 1, 2014 | |||||||||||
Interest rate | 6.96% | |||||||||||
Principal amount of debt | $ 213,600 | |||||||||||
Maturity date | Aug. 1, 2019 | |||||||||||
Long Term Debt Fifteen [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Sep. 1, 2014 | |||||||||||
Interest rate | 6.93% | |||||||||||
Principal amount of debt | $ 203,789 | |||||||||||
Maturity date | Aug. 1, 2020 | |||||||||||
Convertible Notes Issued October First 2014 Two [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 245,000 | $ 245,000 | ||||||||||
Loan date | Oct. 1, 2014 | |||||||||||
Interest rate | 12.00% | |||||||||||
Debt term | 3 years | |||||||||||
Long Term Debt Seventeen [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 6.42% | |||||||||||
Principal amount of debt | $ 189,151 | |||||||||||
Maturity date | Oct. 10, 2018 | |||||||||||
Long Term Debt Eighteen [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 7.20% | |||||||||||
Principal amount of debt | $ 153,944 | |||||||||||
Maturity date | Jul. 1, 2018 | |||||||||||
Long Term Debt Nineteen [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 4.00% | |||||||||||
Principal amount of debt | $ 262,350 | |||||||||||
Maturity date | Sep. 26, 2017 | |||||||||||
Long Term Debt Twenty [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 20, 2015 | |||||||||||
Interest rate | 8.62% | |||||||||||
Principal amount of debt | $ 600,000 | |||||||||||
Maturity date | Feb. 20, 2020 | |||||||||||
Long Term Debt Twenty One [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 6.00% | |||||||||||
Principal amount of debt | $ 326,746 | |||||||||||
Maturity date | Mar. 12, 2016 | |||||||||||
Long Term Debt Twenty Two [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 6.00% | |||||||||||
Principal amount of debt | $ 347,520 | |||||||||||
Maturity date | Nov. 9, 2016 | |||||||||||
Long Term Debt Twenty Three [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 2.99% | |||||||||||
Principal amount of debt | $ 41,540 | |||||||||||
Maturity date | Oct. 26, 2018 | |||||||||||
Long Term Debt Twenty Four [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 4.86% | |||||||||||
Principal amount of debt | $ 150,000 | |||||||||||
Maturity date | Oct. 15, 2026 | |||||||||||
Long Term Debt Twenty Five [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 4.57% | |||||||||||
Principal amount of debt | $ 101,091 | |||||||||||
Maturity date | Oct. 10, 2016 | |||||||||||
Long Term Debt Twenty Six [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 4.57% | |||||||||||
Principal amount of debt | $ 7,680,000 | |||||||||||
Maturity date | Sep. 30, 2017 | |||||||||||
Long Term Debt Twenty Eight [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 24, 2014 | |||||||||||
Interest rate | 12.00% | |||||||||||
Principal amount of debt | $ 176,234 | |||||||||||
Maturity date | May 1, 2017 | |||||||||||
Long Term Debt Twenty Nine [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Jun. 1, 2014 | |||||||||||
Interest rate | 6.00% | |||||||||||
Principal amount of debt | $ 504,555 | |||||||||||
Maturity date | May 31, 2015 | |||||||||||
Long Term Debt Thirty [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Jul. 25, 2008 | |||||||||||
Interest rate | 12.00% | |||||||||||
Principal amount of debt | $ 10,926 | |||||||||||
Long Term Debt Thirty One [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Jan. 15, 2009 | |||||||||||
Principal amount of debt | $ 33,591 | |||||||||||
Long Term Debt Thirty Two [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Sep. 19, 2013 | |||||||||||
Interest rate | 12.00% | |||||||||||
Principal amount of debt | $ 20,000 | |||||||||||
Maturity date | Sep. 19, 2016 | |||||||||||
Long Term Debt Thirty Three [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Nov. 1, 2013 | |||||||||||
Interest rate | 12.00% | |||||||||||
Principal amount of debt | $ 50,000 | |||||||||||
Maturity date | Oct. 31, 2014 | |||||||||||
Long Term Debt Thirty Four [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Apr. 1, 2009 | |||||||||||
Interest rate | 10.00% | |||||||||||
Principal amount of debt | $ 71,000 | |||||||||||
Long Term Debt Thirty Five [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Apr. 1, 2009 | |||||||||||
Interest rate | 10.00% | |||||||||||
Principal amount of debt | $ 79,913 | |||||||||||
Long Term Debt Thirty Six [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Dec. 31, 2010 | |||||||||||
Interest rate | 10.00% | |||||||||||
Principal amount of debt | $ 9,500 | |||||||||||
Long Term Debt Thirty Seven [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Dec. 31, 2010 | |||||||||||
Interest rate | 10.00% | |||||||||||
Principal amount of debt | $ 9,760 | |||||||||||
Long Term Debt Thirty Eight [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Dec. 31, 2010 | |||||||||||
Interest rate | 10.00% | |||||||||||
Principal amount of debt | $ 13,000 | |||||||||||
Long Term Debt Thirty Nine [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Feb. 28, 2014 | |||||||||||
Interest rate | 10.00% | |||||||||||
Principal amount of debt | $ 50,000 | |||||||||||
Maturity date | Nov. 28, 2014 | |||||||||||
Convertible Notes Issued December Sixteen 2014 One [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 250,000 | 250,000 | ||||||||||
Loan date | Dec. 16, 2014 | |||||||||||
Interest rate | 12.00% | |||||||||||
Debt term | 1 year | |||||||||||
Conversion price per share | $ 2 | |||||||||||
Convertible Notes Issued October First 2014 One [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 250,000 | 250,000 | ||||||||||
Loan date | Oct. 1, 2014 | |||||||||||
Interest rate | 12.00% | |||||||||||
Debt term | 3 years | |||||||||||
Convertible Notes Issued December Sixteen 2014 Two [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 219,500 | 249,400 | ||||||||||
Loan date | Dec. 16, 2014 | |||||||||||
Interest rate | 10.00% | |||||||||||
Debt term | 1 year | |||||||||||
Convertible Notes Issued December Sixteen 2014 Three [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 104,000 | 104,000 | ||||||||||
Loan date | Dec. 16, 2014 | |||||||||||
Interest rate | 8.00% | |||||||||||
Debt term | 9 months | |||||||||||
Convertible Notes Issued October Twenty 2014 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total | $ 45,000 | $ 45,000 | ||||||||||
Loan date | Oct. 20, 2014 | |||||||||||
Interest rate | 12.00% | |||||||||||
Debt term | 3 years | |||||||||||
Long Term Debt Sixteen [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan date | Sep. 1, 2014 | |||||||||||
Interest rate | 9.11% | |||||||||||
Principal amount of debt | $ 48,000 | |||||||||||
Maturity date | Aug. 1, 2016 | |||||||||||
Convertible Notes Issued January 9, 2015 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion price per share | $ 0.20 |
Operating lease agreement (Deta
Operating lease agreement (Details) - 3 months ended Mar. 31, 2015 - Operating Lease Corporate Offices Las Vegas Nevada [Member] - USD ($) | Total |
Operating Leased Assets [Line Items] | |
Lease inception date | Jul. 1, 2014 |
Lease expiration date | Jun. 30, 2015 |
Monthly rent expense | $ 750 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Feb. 28, 2015 | Mar. 31, 2015 | Feb. 27, 2015 | Dec. 31, 2014 | Apr. 22, 2014 | Apr. 02, 2014 | Feb. 24, 2014 | |
Related Party Transaction [Line Items] | |||||||
Original amount of loan | $ 28,000 | $ 50,000 | |||||
Convertible Debt | $ 1,752,588 | $ 110,000 | $ 1,143,400 | ||||
Maturity date | Jan. 30, 2020 | ||||||
Interest rate | 10.00% | ||||||
Accrued interest payable | 57,675 | ||||||
JD [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Lease rent expense per month | 10,500 | ||||||
Rent expense | $ 31,500 | ||||||
Jd Field Services Inc [Member] | Director and Beneficial Owner of Five Percent or More Equity [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 6.00% | ||||||
Balance due to related party | $ 519,788 | ||||||
Accrued interest payable | 32,890 | ||||||
Additional amount owed | $ 45,121 | ||||||
Jd Field Services Inc [Member] | Beneficial Owner of Five Percent or More Equity [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Original amount of loan | $ 510,000 | ||||||
Interest rate | 7.05% | ||||||
Balance due to related party | $ 507,781 | ||||||
Accrued interest payable | $ 9,597 | ||||||
Jd Field Services Inc [Member] | Independent Director One [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Original amount of loan | $ 474,667 |
Fair Value (Fair value of debt
Fair Value (Fair value of debt conversion feature liability) (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Derivative liability | ||
Debt conversion feature | $ 2,011,258 | $ 1,189,718 |
Total financial liabilities | $ 2,011,258 | $ 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 | $ 2,011,258 | $ 1,189,718 |
Total financial liabilities | $ 2,011,258 | $ 1,189,718 |
Fair Value (Debt conversion fea
Fair Value (Debt conversion feature liabilities measured at fair value on a recurring basis) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance | $ 1,189,718 | |
Additions | 1,566,957 | |
Adjustments resulting from changes in fair value recognized in earnings | (717,375) | |
Total | 2,039,300 | |
Issuance of common stock | (28,042) | |
Ending balance | $ 2,011,258 |
Fair Value (Valuation technique
Fair Value (Valuation techniques and significant unobservable inputs fair value for significant Level 3 liabilities) (Details) - Level 3 [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets | ||
Fair Value, Liabilities | $ 2,011,258 | $ 1,189,718 |
Valuation Technique | Binomial option pricing model | Binomial option pricing model |
Volatility | 303.94% | 271.84% |
Minimum [Member] | ||
Expected term (years) | 3 months 26 days | 8 months 16 days |
Maximum [Member] | ||
Expected term (years) | 2 years 1 month 17 days | 2 years 6 months 29 days |
Stockholders' deficit (Schedule
Stockholders' deficit (Schedule of Assumptions) (Details) - 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 (Schedu52
Stockholders' deficit (Schedule of Non-Vested Warrants) (Details) - 3 months ended Mar. 31, 2015 - $ / shares | Total |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, non-vested | 140,000 |
Granted, non-vested, Weighted average price of warrants | $ 7.70 |
Non Vested Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, non-vested | 35,000 |
Granted, non-vested, Weighted average price of warrants | $ 1.65 |
Stockholders' deficit (Narrativ
Stockholders' deficit (Narrative) (Details) - USD ($) | Apr. 11, 2014 | Mar. 31, 2015 | Feb. 20, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Sep. 11, 2014 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Debt amount converted into common stock | $ 42,750 | ||||||
Non vested options amount expensed | $ 9,619 | $ 9,619 | |||||
Life of the vesting options | 18 months | ||||||
Chief Executive Officer [Member] | |||||||
Shares granted | 110,000 | ||||||
Price per share granted | $ 0.01 | ||||||
Value of shares granted | $ 1,100 | ||||||
Issued date | Jan. 9, 2015 | ||||||
Consulting Agreement [Member] | |||||||
Shares granted | 128,720 | ||||||
Price per share granted | $ 0.15 | ||||||
Value of shares granted | $ 19,308 | ||||||
Convertible Notes Issued January 9, 2015 [Member] | |||||||
Issued date | Jan. 9, 2015 | ||||||
Shares issued for notes payable conversion | 160,890 | ||||||
Debt amount converted into common stock | $ 32,178 | ||||||
Conversion price per share | $ 0.20 | ||||||
Amended Agreement [Member] | Chief Executive Officer [Member] | |||||||
Shares granted | 35,000 | ||||||
Price per share granted | $ 0.01 | ||||||
Option term | 18 months | ||||||
Valuation model | Black-Scholes | ||||||
Convertible Notes Issued December Sixteen 2014 One [Member] | |||||||
Conversion price per share | $ 2 | $ 2 | |||||
March 2, 2015 [Member] | |||||||
Shares granted | 12,077 | ||||||
Price per share granted | $ 0.82 | ||||||
Value of shares granted | $ 10,000 | ||||||
March 16, 2015 [Member] | |||||||
Shares granted | 13,889 | ||||||
Price per share granted | $ 0.72 | ||||||
Value of shares granted | $ 10,000 | ||||||
March 23, 2015 [Member] | |||||||
Shares granted | 15,500 | ||||||
Price per share granted | $ 1 | ||||||
Value of shares granted | $ 15,500 | ||||||
March 27, 2015 [Member] | |||||||
Shares granted | 14,620 | ||||||
Price per share granted | $ 0.68 | ||||||
Value of shares granted | $ 10,000 | ||||||
March 31, 2015 [Member] | |||||||
Shares granted | 8,750 | ||||||
Price per share granted | $ 0.20 | ||||||
Value of shares granted | $ 1,750 | ||||||
Warrant [Member] | |||||||
Option term | 360 days | ||||||
Warrant exercise price | $ 0.002 | ||||||
Shares covered by each warrant | 1 | ||||||
Valuation model | Black-Scholes |
Acquisitions (Fair Value of Bus
Acquisitions (Fair Value of Business Acquisition) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 24, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
Purchase Price | |||
Less: Stock for consideration | $ (413,000) | ||
Bargain purchase option | $ 1,464,515 | ||
Jd Field Services Inc [Member] | |||
ASSETS | |||
Cash | $ 104,816 | ||
Accounts receivable | 1,887,074 | ||
Prepaid expense | 152,892 | ||
Fixed Assets | 14,138,387 | ||
Intangible assets, net | 283,000 | ||
Deferred financing fees, net | 29,402 | ||
LIABILITIES | |||
A/P, accrued, loans and LOC | (14,718,056) | ||
Fair Market Value of Net Identifiable Assets on 2/24/2014 | 1,877,515 | ||
Purchase Price | |||
Less: Stock for consideration | (413,000) | ||
Bargain purchase option | 1,464,515 | ||
Less: Bargain purchase option value previously recognized | (1,620,071) | ||
Re-measurement balance of bargain purchase option as of February 24, 2014 | $ 155,556 |
Acquisitions (Balance Sheet) (D
Acquisitions (Balance Sheet) (Details 1) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | |
CURRENT ASSETS | |||
Accounts receivable, net | $ 1,120,213 | $ 1,221,671 | |
TOTAL ASSETS | 19,300,711 | 19,863,849 | |
TOTAL LIABILITIES | 21,043,288 | 21,420,712 | |
EQUITY | |||
Common stock | 4,485 | 4,020 | |
Additional paid in capital | $ 15,042,533 | 14,924,999 | |
Stock payable | 33,278 | ||
Accumulated deficit | $ (16,789,595) | (16,519,160) | |
TOTAL EQUITY | (1,742,577) | (1,556,863) | |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | 19,300,711 | 19,863,849 | |
As originally reported [Member] | |||
CURRENT ASSETS | |||
Accounts receivable, net | $ 1,660,227 | ||
Intangible assets, net | |||
Other assets | $ 18,359,178 | ||
TOTAL ASSETS | 23,592,568 | 20,019,405 | |
TOTAL LIABILITIES | 19,185,422 | 21,420,712 | |
EQUITY | |||
Common stock | 4,485 | 4,020 | |
Additional paid in capital | 15,975,939 | 14,924,999 | |
Stock payable | 33,278 | ||
Accumulated deficit | (11,573,278) | (16,363,604) | |
TOTAL EQUITY | 4,407,146 | (1,401,307) | |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ 23,592,568 | 20,019,405 | |
Measurement Period Adjustment [Member] | |||
CURRENT ASSETS | |||
Accounts receivable, net | [1] | (438,556) | |
Intangible assets, net | [2] | $ 283,000 | |
Other assets | |||
TOTAL ASSETS | $ (155,556) | ||
EQUITY | |||
Stock payable | |||
Accumulated deficit | [2] | $ (155,556) | |
TOTAL EQUITY | (155,556) | ||
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | (155,556) | ||
As Retrospectively Adjusted [Member] | |||
CURRENT ASSETS | |||
Accounts receivable, net | 1,221,671 | ||
Intangible assets, net | 283,000 | ||
Other assets | 18,359,178 | ||
TOTAL ASSETS | 19,863,849 | ||
TOTAL LIABILITIES | 21,420,712 | ||
EQUITY | |||
Common stock | 4,020 | ||
Additional paid in capital | 14,924,999 | ||
Stock payable | 33,278 | ||
Accumulated deficit | (16,519,160) | ||
TOTAL EQUITY | (1,556,863) | ||
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ 19,863,849 | ||
[1] | Adjustment reflects valuation under re-measurement as per guidance of FASB ASC 805. | ||
[2] | Adjustment reflects additional intangibles (See Note 8: Intangibles) under re-measurement as per guidance of FASB ASC 805. |
Acquisitions (Income Statement)
Acquisitions (Income Statement) (Details) 2 - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Condensed Income Statements, Captions [Line Items] | |||
TOTAL OPERATING INCOME | $ 742,649 | $ 165,299 | |
OTHER (INCOME) / EXPENSE | |||
Interest expense, net | $ 1,730,459 | 125,209 | |
Gain on bargain purchase acquisition of JD | (1,464,515) | ||
NET (LOSS) INCOME | $ (270,435) | $ 1,504,605 | |
BASIC (LOSS) INCOME PER SHARE | $ (0.07) | $ 0.48 | |
DILUTED (LOSS) INCOME PER SHARE | $ (0.07) | $ 0.45 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,819,223 | 3,131,381 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,819,223 | 3,330,090 | |
As originally reported [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
TOTAL OPERATING INCOME | $ 606,113 | $ 165,299 | |
OTHER (INCOME) / EXPENSE | |||
Interest expense, net | (669,713) | 125,209 | |
Gain on bargain purchase acquisition of JD | (1,620,071) | ||
TOTAL OTHER (INCOME) / EXPENSE | (669,713) | (1,494,862) | |
NET (LOSS) INCOME | $ (63,600) | $ 1,660,161 | |
BASIC (LOSS) INCOME PER SHARE | $ (0.02) | $ 0.53 | |
DILUTED (LOSS) INCOME PER SHARE | $ (0.02) | $ 0.50 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,819,223 | 3,131,381 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,819,223 | 3,330,090 | |
Measurement Period Adjustment [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
TOTAL OPERATING INCOME | |||
OTHER (INCOME) / EXPENSE | |||
Interest expense, net | |||
Gain on bargain purchase acquisition of JD | [1] | $ 155,556 | |
TOTAL OTHER (INCOME) / EXPENSE | 155,556 | ||
NET (LOSS) INCOME | $ (155,556) | ||
BASIC (LOSS) INCOME PER SHARE | |||
DILUTED (LOSS) INCOME PER SHARE | |||
As Retrospectively Adjusted [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
TOTAL OPERATING INCOME | $ 165,299 | ||
OTHER (INCOME) / EXPENSE | |||
Interest expense, net | 125,209 | ||
Gain on bargain purchase acquisition of JD | (1,464,515) | ||
TOTAL OTHER (INCOME) / EXPENSE | (1,339,306) | ||
NET (LOSS) INCOME | $ 1,504,605 | ||
BASIC (LOSS) INCOME PER SHARE | $ 0.48 | ||
DILUTED (LOSS) INCOME PER SHARE | $ 0.45 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC | 3,131,381 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED | 3,330,090 | ||
[1] | Adjustment reflects additional intangibles (See Note 8: Intangibles) under re-measurement as per guidance of FASB ASC 805. |
Subsequent events (Details Narr
Subsequent events (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||||||
Apr. 23, 2015USD ($)$ / sharesshares | Apr. 16, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2014USD ($) | May. 05, 2015USD ($)$ / sharesshares | May. 01, 2015USD ($)$ / sharesshares | Apr. 27, 2015USD ($)$ / sharesshares | Apr. 17, 2015USD ($)Integer$ / sharesshares | Apr. 09, 2015USD ($)Integer$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | |
Shares issued, shares | 4,484,184 | 4,019,738 | ||||||||
Par value of shares issued | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Shares Issued, Value | $ | $ 4,485 | $ 4,020 | ||||||||
Debt amount converted into common stock | $ | $ 42,750 | |||||||||
Subsequent Event [Member] | ||||||||||
Number of cunsulting agreements | Integer | 2 | 4 | ||||||||
Shares issued per agreement | 25,000 | 10,000 | ||||||||
Shares issued, shares | 45,045 | 30,000 | 150,000 | 50,000 | 40,000 | |||||
Par value of shares issued | $ / shares | $ 0.222 | $ 0.55 | $ 0.85 | $ 1.01 | $ 0.85 | |||||
Shares Issued, Value | $ | $ 10,000 | $ 16,500 | $ 127,500 | $ 50,500 | $ 34,000 | |||||
Shares issued for notes payable conversion | 16,502 | 33,333 | ||||||||
Conversion price per share | $ / shares | $ 0.606 | $ 0.45 | ||||||||
Debt amount converted into common stock | $ | $ 10,000 | $ 15,000 |