Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 14, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Excel Corp | ' |
Entity Central Index Key | '0001512890 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 97,259,070 |
Consolidated_Balance_Sheet
Consolidated Balance Sheet (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash and cash equivalents | $6,016 | $8,328 |
Accounts receivable | 337,894 | 2,250 |
Prepaid expenses | 82,208 | 32,979 |
Inventory | 13,605 | ' |
Other receivables | 1,524,167 | ' |
Total current assets | 1,963,890 | 43,557 |
Other assets | ' | ' |
Fixed assets, net of depreciation | 427,464 | ' |
Goodwill | 4,440,355 | ' |
Other long term assets | 322,561 | 7,939 |
Total other assets | 5,190,380 | 7,939 |
Total assets | 7,154,270 | 51,496 |
Current liabilities | ' | ' |
Accounts payable | 654,330 | 146,949 |
Accrued compensation | 340,371 | 66,113 |
Other accrued liabilities | 375,476 | 162,039 |
Income taxes payable | 13,279 | ' |
Current portion of notes payable | 645,157 | ' |
Total current liabilities | 2,028,613 | 375,101 |
Long-term liabilities | ' | ' |
Notes payable | 1,070,504 | ' |
Other long term liabilities | 16,063 | ' |
Total long-term liabilities | 1,086,567 | ' |
Commitments and contingencies | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock value | ' | ' |
Common stock, $.0001 par value, 200,000,000 shares authorized 96,759,070 and 67,064,892 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively | 9,676 | 6,706 |
Additional paid-in capital | 4,036,215 | 1,010,947 |
Accumulated deficit | -6,801 | -1,341,258 |
Total stockholders' equity (deficit) | 4,039,090 | -323,605 |
Total liabilities and stockholders' equity | 7,154,270 | 51,496 |
Series A Preferred Stock [Member] | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock value | ' | ' |
Total stockholders' equity (deficit) | ' | ' |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 96,759,070 | 67,064,892 |
Common stock, shares outstanding | 96,759,070 | 67,064,892 |
Series A Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares issued | 2 | 0 |
Preferred stock, shares outstanding | 2 | 0 |
Consolidated_Statement_of_Oper
Consolidated Statement of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenue | ' | ' | ' | ' |
Equipment lease revenue | $1,775,108 | ' | $1,785,430 | ' |
Transaction and processing fees | 404,556 | ' | 404,556 | ' |
Other revenue | 113 | 56,000 | 11,279 | 78,500 |
Total revenue | 2,179,777 | 56,000 | 2,201,265 | 78,500 |
Costs and expenses | ' | ' | ' | ' |
Cost of products sold | 344,696 | ' | 346,233 | ' |
Selling, general and administrative expenses | 2,937,503 | 294,086 | 3,279,010 | 536,026 |
Total costs and expenses | 3,282,199 | 294,086 | 3,625,243 | 536,026 |
Net (loss) from operations | -1,102,422 | -238,086 | -1,423,978 | -457,526 |
Other income and expense | ' | ' | ' | ' |
Gain on sale of residual portfolio | 2,800,000 | ' | 2,800,000 | ' |
Gain on settlement of debt | 175,101 | ' | 175,101 | ' |
Interest income | ' | 942 | ' | 1,869 |
Acquisition of EBSI | ' | ' | ' | -20,868 |
Interest expense | -203,385 | ' | -203,385 | ' |
Net income (loss) before income taxes | 1,669,294 | -237,144 | 1,347,738 | -476,525 |
Income tax expense (benefit) | ' | ' | ' | ' |
Current | 573,350 | -2,140 | 573,350 | 5,843 |
Deferred | -560,071 | ' | -560,071 | ' |
Total income tax expense (benefit) | 13,279 | -2,140 | 13,279 | 5,843 |
Net income (loss) | $1,656,015 | ($235,004) | $1,334,459 | ($482,368) |
Earnings (Loss) per share | ' | ' | ' | ' |
Basic & Diluted | $0.02 | ($0.00) | $0.02 | ($0.01) |
Weighted average shares outstanding | ' | ' | ' | ' |
Basic & Diluted | 88,983,013 | 62,780,095 | 78,357,270 | 62,780,095 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (Unaudited) (USD $) | Total | Series A Preferred Stock [Member] | Preferred Stock | Common Stock | Additional Paid-In Capital | Deficit Accumulated During the Development Stage |
Balances at Dec. 31, 2012 | $327,637 | ' | ' | $3,152 | $725,162 | ($400,679) |
Balances (in shares) at Dec. 31, 2012 | ' | ' | ' | 31,523,745 | ' | ' |
Issuance of common stock for exchange of subsidiaries preferred stock @ .1379 per share | ' | ' | ' | 15 | 19,986 | ' |
Issuance of common stock for exchange of subsidiaries preferred stock @ .1379 per share, Shares | ' | ' | ' | 145,032 | ' | ' |
Issuance of common stock for acquisition of Excel Business Solutions at par value (.0001 per share) | ' | ' | ' | 3,353 | ' | ' |
Issuance of common stock for acquisition of Excel Business Solutions at par value (.0001 per share), Shares | ' | ' | ' | 33,532,446 | ' | ' |
Recognition of options vested on April 11, 2013 | ' | ' | ' | ' | 8,985 | ' |
Stock compensation expense | 8,985 | ' | ' | ' | ' | ' |
Net income for the period | -482,368 | ' | ' | ' | ' | -482,369 |
Balances at Jun. 30, 2013 | ' | ' | ' | 6,520 | 754,133 | -883,048 |
Balances (in shares) at Jun. 30, 2013 | ' | ' | ' | 65,201,223 | ' | ' |
Balances at Dec. 31, 2013 | -323,605 | ' | ' | 6,706 | 1,010,947 | -1,341,260 |
Balances (in shares) at Dec. 31, 2013 | ' | ' | ' | 67,064,892 | ' | ' |
Issuance of common stock at .07 per share | ' | ' | ' | 163 | 149,837 | ' |
Issuance of common stock at .07 per share, Shares | ' | ' | ' | 1,628,570 | ' | ' |
Issuance of common stock at .30 per share | ' | ' | ' | 20 | 59,980 | ' |
Issuance of common stock at .30 per share, Shares | ' | ' | ' | 200,000 | ' | ' |
Issuance of stock for acquisition of Payprotec Oregon LLC | ' | ' | ' | 2,240 | 2,537,024 | ' |
Issuance of stock for acquisition of Payprotec Oregon LLC, Shares | ' | 2 | ' | 22,400,000 | ' | ' |
Stock compensation expense | 278,974 | ' | ' | 547 | 278,427 | ' |
Share based compensation, Shares | ' | ' | ' | 5,465,608 | ' | ' |
Net income for the period | 1,334,459 | ' | ' | ' | ' | 1,334,459 |
Balances at Jun. 30, 2014 | $4,039,090 | ' | ' | $9,676 | $4,036,215 | ($6,801) |
Balances (in shares) at Jun. 30, 2014 | ' | 2 | ' | 96,759,070 | ' | ' |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Issuance of common stock for exchange of subsidiaries preferred stock, Per share | ' | $0.14 |
Shares issued for acquisition at par value | ' | $0.00 |
Shares issued par value | $0.07 | ' |
Shares issued par value | $0.03 | ' |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Operating activities: | ' | ' |
Net income (loss) | $1,334,459 | ($482,368) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation | 25,114 | ' |
Equity based compensation | 278,974 | 8,985 |
Gain on settlement of debt | -175,101 | ' |
Changes in operating assets and liabilities | ' | ' |
(Increase) in accounts receivable | -101,513 | -192,146 |
Decrease in inventory | 41,809 | ' |
(Increase) decrease in prepaid expenses | 19,554 | -114,816 |
(Increase) in other receivables | -1,524,167 | ' |
(Increase) in other long term assets | -117,500 | -7,939 |
Increase (decrease) in accounts payable | 212,165 | -18,823 |
Increase in accrued compensation | 206,595 | ' |
Increase in other accrued liabilities | 91,556 | 177,280 |
Increase (decrease) in income taxes payable | 13,279 | -149 |
(Decrease) in other long term liabilities | -1,320 | ' |
Net cash provided by (used in) operating activities | 303,904 | -629,976 |
Cash flows from investing activities: | ' | ' |
Property and equipment additions | -3,282 | ' |
Acquisition of Payprotec | 34,563 | ' |
Net cash provided by investing activities | 31,281 | ' |
Cash flows from financing activities: | ' | ' |
Issuance of notes | 1,600,000 | ' |
Issuance of common stock | 210,000 | 3,354 |
Note and debt payments | -2,147,497 | -3,353 |
Net cash provided by (used in) financing activities | -337,497 | 1 |
Net decrease in cash | -2,312 | -629,975 |
Cash - beginning | 8,328 | 646,136 |
CASH - ENDING | 6,016 | 16,161 |
Supplemental disclosures of cash flow information | ' | ' |
Cash paid for interest | 206,778 | ' |
Net assets and liabilities acquired | ' | ' |
Accounts receivable | 234,131 | ' |
Inventory | 55,414 | ' |
Prepaid expenses | 68,785 | ' |
Fixed assets, net of depreciation | 449,296 | ' |
Other long term assets | 197,122 | ' |
Accounts payable | 295,216 | ' |
Accrued compensation | 67,663 | ' |
Other accrued liabilities | 121,880 | ' |
Notes payable | 2,438,260 | ' |
Other long term liabilities | $17,383 | ' |
Organization_and_Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2014 | |
Organization and Operations [Abstract] | ' |
ORGANIZATION AND OPERATIONS | ' |
1. ORGANIZATION AND OPERATIONS | |
Excel Corporation (the “Company”) was organized November 13, 2010 as a Delaware corporation. The Parent has four wholly owned subsidiaries, LifeguardCig Inc., formerly XL Fashions Inc., Excel Business Solutions, Inc., 420 Solutions Corporation, and Payprotec Oregon, LLC(d/b/a Securus Payments), (“Payprotec”). | |
The Company had been considered a development stage company as defined by FASB ASC 915-205-45-6. However, on April 21, 2014, the Company acquired 100% of the membership interests of Payprotec Oregon LLC (d/b/a Securus Payments) (“Payprotec”) (see note 8). Following this transaction, the Company ceased to be a development stage company, and the Company is currently devoting substantially all of its efforts to providing services in the merchant processing industry. | |
The Company provides payment processing services, which include credit and debit card processing, check approval, and ancillary processing equipment and software services to merchants that accept credit cards, debit cards, checks, and other non-cash forms of payment. In addition, the Company provides leases for point of sale and similar processing equipment to merchants which are in turn sold to a third party. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
Summary Of Significant Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods. These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |
Date of Management’s Review of Subsequent Events | |
Subsequent events were considered through August 14, 2014, which is the date the financial statements were available to be issued. | |
Business Combinations | |
Acquisitions are accounted for using the acquisition method of accounting. The purchase price of an acquisition is allocated to the assets acquired and liabilities assumed using the estimated fair values at the acquisition date. Transaction costs are expensed as incurred. | |
Goodwill | |
Goodwill represents the excess of acquisition cost over the fair value of net tangible and intangible assets acquired in connection with an acquisition. Goodwill is assessed for impairment annually or more frequently if circumstances indicate impairment may have occurred. | |
Revenue Recognition | |
The Company’s revenue consists of proceeds from the sale of equipment leases of point of sale terminals and systems used to process credit and debit transactions. The Company records revenue when the sales process with respect to terminals and point of sale equipment is substantially complete. | |
In addition, the Company receives a percentage of recurring monthly fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. Fees are calculated on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction. | |
Cash and Cash Equivalents | |
The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. | |
Income Taxes | |
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. | |
Reclassification | |
Certain prior period amounts have been reclassified to conform to the current year’s presentation. These changes had no effect on the Company’s results of operations, financial position or cash flows. | |
Accounts receivable | |
Accounts receivable represent contractual residual payments due from the Company's customers. These residual payments are determined based on the credit and debit card processing activity of merchants for which the Company initiated lease transactions. Based on collection experience and periodic reviews of outstanding receivables, management considers all accounts receivable to be fully collectible and accordingly, no allowance for doubtful accounts is required. | |
Inventory | |
The Company accounts for inventory at the lower of cost (using the first-in first-out method) or market. Inventory consists entirely of terminals and point of sale equipment classified as finished goods. | |
Property and equipment | |
Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from five to ten years. Leasehold improvements are amortized over the lesser of the expected term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred. | |
Use of Estimates in the Preparation of Financial Statements | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount 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. | |
Material estimates that are particularly susceptible to significant change relate to the evaluation of deferred tax assets. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2014 | |
Fair Value Measurements [Abstract] | ' |
FAIR VALUE MEASUREMENTS | ' |
3. FAIR VALUE MEASUREMENTS | |
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below: | |
Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. | |
Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates. | |
Level 3: Level 3 inputs are unobservable inputs. | |
The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. | |
The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: | |
Cash and Cash Equivalents, Accounts Receivable, Prepaid Expenses, Inventory, Other Receivables, Accounts Payable, Accrued Compensation, Other Accrued Liabilities, and Income Taxes Payable. | |
The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values. | |
Fixed Assets, Goodwill, Other Long Term Assets, Notes Payable, and Other Long Term Liabilities. | |
The carrying amounts approximate the fair value. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2014 | |
Recent Accounting Pronouncements [Abstract] | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
4. RECENT ACCOUNTING PRONOUNCEMENTS | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Topic 606 (“ASU 2014-09”) which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Revenue recorded under ASU 2014-09 will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for the Company’s fiscal year beginning January 1, 2017 and early adoption is not permitted. Management does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. | |
Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Income_Taxes
Income Taxes | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Income Taxes [Abstract] | ' | ||||
INCOME TAXES | ' | ||||
5. INCOME TAXES | |||||
The Company accounts for income taxes in accordance with FASB Accounting Standards Codification Topic 740-10 which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. At March 31, 2014, the Company had available unused operating loss carryforwards of approximately $1,600,204 which generated a deferred tax benefit of $560,071. The Company had a 100% valuation allowance on the deferred tax benefit at March 31, 2014. | |||||
As a result the Company’s income earned during the second quarter, it was able to utilize the entire amount of net loss carryforwards previously recorded. | |||||
The Company’s provision for income taxes for the six months ended June 30, 2014 consists of the following: | |||||
Six Months Ended | |||||
June 30, | |||||
2014 | |||||
Income Tax Expense | |||||
Current | $ | 573,350 | |||
Deferred | (560,071 | ) | |||
Total | $ | 13,279 | |||
The Company accounts for uncertainties in income taxes in accordance with FASB ASC Topic 740 “Accounting for Uncertainty in Income Taxes”. The Company has determined that there are no significant uncertain tax positions requiring recognition in its financial statements. | |||||
In the event the Company is assessed for interest and/or penalties by taxing authorities, such assessed amounts will be classified in the financial statements as income tax expense. Tax years 2010 through 2013 remain subject to examination by Federal and state taxing authorities. |
Stockholders_Equity
Stockholders Equity | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders Equity [Abstract] | ' |
STOCKHOLDERS EQUITY | ' |
6. STOCKHOLDERS EQUITY | |
On April 21, 2014 the Company issued 2 shares of Series A Preferred Stock to the two previous members of Payprotec. As long as a former member holds at least 9,000,000 shares of the Company’s common stock, than the member has the right to exchange his share of preferred stock for a 24.5% share of the membership interests of Payprotec upon a change of control in Payprotec (as defined). | |
The Company granted 200,000 shares of common stock to TransBlue LLC in February 2014. The shares were granted in connection with the execution of an agreement by a Company subsidiary with TransBlue LLC whereby the two companies would provide a form of transaction processing generally known as “point of banking” processing solutions. The agreement also provides for the issuance of an additional 800,000 shares upon meeting certain operational goals. The Company does not expect these goals to be met nor the additional shares issued. |
Stock_Options_and_Compensation
Stock Options and Compensation | 6 Months Ended |
Jun. 30, 2014 | |
Stock Options and Compensation [Abstract] | ' |
STOCK OPTIONS AND COMPENSATION | ' |
7. STOCK OPTIONS AND COMPENSATION | |
On November 13, 2010 the Company’s Board of Directors (the “Board”) approved a stock plan pursuant to which the Company may grant incentive and non-statutory options to employees, non-employee members of the Board and consultants and other independent advisors who provide services to the Corporation. The maximum shares of common stock which may be issued over the term of the plan shall not exceed 4,000,000 shares. Awards under this plan are made by the Board of Directors or a committee of the Board. Options under the plan are to be issued at the market price of the stock on the day of the grant except to those issued to holders of 10% or more of the Company’s Common Stock which is required to be issued at a price not less than 110% of the fair market value on the day of the grant. Each option is exercisable at such time or times, during such period and for such numbers of shares shall be determined by the Plan Administrator. However, no option shall have a term in excess of 10 years from the date of the grant. | |
As of June 30, 2014, there are no options issued under the plan. | |
On May 13, 2014, The Company issued 2,732,804 shares of the Company’s Common Stock to each of two executives in connection with their employment agreements. One third of the shares vested upon grant and the balance vest ratably over a two year period. The Company recorded stock compensation expense in the amount of $278,974 during the quarter related to these grants. |
Acquisition_of_Subsidiary
Acquisition of Subsidiary | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Acquisition of Subsidiary [Abstract] | ' | ||||||||
ACQUISITION OF SUBSIDIARY | ' | ||||||||
8. ACQUISITION OF SUBSIDIARY | |||||||||
On April 21, 2014, the Company purchased 90% of the membership interests of Payprotec Oregon, LLC (d/b/a Securus Payments) (“Payprotec”) and its subsidiary Securus Consultants, LLC (“Securus”), through a Securities Exchange Agreement (the “Agreement”) with Mychol Robirds and Steven Lemma. | |||||||||
In exchange for their membership interests in Payprotec and Securus, the Company issued to Messrs. Robirds and Lemma a total of 20,400,000 shares of the Company’s Common Stock and two shares of the Company’s Series A Preferred Stock. Payprotec also entered into three year employment agreements (the “Employment Agreements”) with each of Messrs. Robirds and Lemma. | |||||||||
Pursuant to a Securities and Exchange Agreement ("E-Cig Agreement") dated April 21, 2014 between the Company and E-Cig Ventures, LLC ("E-Cig"), the Company acquired the remaining 10% of the membership interests of Payprotec in exchange for the issuance of 2,000,000 shares of the Company's common stock and the agreement to guaranty a $1.5 million loan (the “Guaranty”) from Shadow Tree Income Fund A LP (“Shadow Tree”) to E-Cig (the "E-Cig Transaction"). As a result of the two transactions, the Company owns 100% of the membership interests of Payprotec. | |||||||||
Payprotec focuses on servicing merchants primarily through its partnership with First Data Corporation and providing credit card processing services. Payprotec provides merchants with competitive pricing on processing fees and services, and leases credit card terminals to the merchants. Payprotec generates revenues through the sales of these leases, and through a percentage share in residual fees from the merchants’ processing volumes. | |||||||||
The addition of Payprotec provides the Company with an established operational base as well as a sales force to facilitate the marketing and servicing to merchants for a variety of products in the merchant processing industry. | |||||||||
The following is a summary of the estimated fair values of the assets acquired and liabilities assumed on April 30, 2014: | |||||||||
Cash and cash equivalents | $ | 34,563 | |||||||
Accounts receivable | 234,131 | ||||||||
Inventory | 55,414 | ||||||||
Prepaid expenses | 68,785 | ||||||||
Fixed assets, net of depreciation | 449,296 | ||||||||
Other long term assets | 197,122 | ||||||||
Total assets | 1,039,311 | ||||||||
Accounts payable | 295,216 | ||||||||
Accrued compensation | 67,663 | ||||||||
Other accrued liabilites | 121,880 | ||||||||
Notes payable | 2,438,260 | ||||||||
Other long term liabilities | 17,383 | ||||||||
Total liabilities | 2,940,402 | ||||||||
Fair value of net assets acquired | $ | (1,901,091 | ) | ||||||
Fair value of stock issued | $ | 2,539,264 | |||||||
Goodwill recognized on acquisition | $ | 4,440,355 | |||||||
The fair value of the net assets acquired less the fair value of stock issued resulted in an amount of $4,440,355, which has been recorded as Goodwill on the Company’s consolidated balance sheet. | |||||||||
The consolidated statements of operations for the three and six months ended June 30, 2014 includes the financial results of Payprotec since the date of acquisition, April 22, 2014, through June 30, 2014. During this period, Payprotec’s revenues were $2,179,777 and net income attributable to the Company was $2,319,499. | |||||||||
Pro Forma Financial Information | |||||||||
The information that follows provides supplemental information about pro forma revenues and net income (loss) attributable to the Company as if the acquisition of Payprotec had been consummated as of January 1, 2013. Such information is unaudited and is based on estimates and assumptions which the Company believes are reasonable. | |||||||||
These results are not necessarily indicative of the consolidated statements of operations in future periods or the results that would have actually been realized had the Company and Payprotec been a combined entity during 2014 and 2013. | |||||||||
Six Months Ended June 30, | |||||||||
Selected Pro Forma Financial Information | 2014 | 2013 | |||||||
Revenues | $ | 6,256,665 | $ | 5,155,787 | |||||
Net Income (Loss) attributable to the Company | $ | 760,915 | $ | 221,810 | |||||
Net Income (Loss) attributable to the Company per common share – basic and diluted | $ | 0.0097 | $ | 0.0026 | |||||
Refinancing
Refinancing | 6 Months Ended |
Jun. 30, 2014 | |
Refinancing [Abstract] | ' |
REFINANCING | ' |
9. REFINANCING | |
On June 30, 2014, the Company executed new financing arrangements with BlueAcre Ventures LLC (“BAV”) whereby Payprotec sold $100,000 of its monthly residuals for an immediate cash payment of $2,800,000, recognized as a gain on the Company’s income statement. The Company also has the ability to receive additional cash payments (“Additional Cash Payments”) totaling $400,000 over the next three years based on certain performance goals. | |
Simultaneous with the residual portfolio sale, BAV loaned $1.2 million to the Company under a promissory note bearing simple interest of 15% per year that may be reduced to as low as 11% per year (the “BAV Note”). Any interest rate reduction is conditioned on the achievement of certain milestones with respect to signing new merchant customer applications. The BAV Note is secured by current residuals and may be prepaid by the Company anytime during the first twelve months, subject to minimum prepayment penalties. In connection with the sale of the monthly residuals and the issuance of the BAV Note, Securus entered into a marketing agreement whereby it agreed to sign new customers for merchant processing services with an affiliate of BlueAcre. The ability of the Company to receive the Additional Cash Payments and interest rate reductions are tied to performance under the ISO agreement. | |
On June 30, 2014, the Company entered into a Settlement and Release Agreement with E-Cig Ventures LLC (“E-Cig”), settling all amounts due and exercising its option to repurchase $200,000 of monthly portfolio residuals previously sold under the Residual Purchase Agreement and the related Option Agreement executed by Payprotec and E-Cig on January 28, 2014. Under the terms of the settlement, the Company paid $2.4 million in cash and issued a note to E-Cig for $300,000, payable in 12 equal monthly payments starting on October 1, 2014, at a six percent annual interest rate (the “Note”). Upon final payment of the Note, E-Cig will surrender 1,000,000 shares of the Company’s Common Stock originally issued to E-Cig in connection with the Company’s purchase of E-Cig’s 10% membership interest in Securus in April 2014. The Company also received a release from the Guaranty to Shadow Tree (see Note 8). As a result of this settlement, the Company recognized a gain of $175,101. | |
At June 30, 2014, $1,524,167 was receivable from BAV for the transactions described above. |
Property_and_Equipment
Property and Equipment | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Property And Equipment [Abstract] | ' | ||||
PROPERTY AND EQUIPMENT | ' | ||||
10. PROPERTY AND EQUIPMENT | |||||
Property and equipment consists of the following as of June 30, 2014: | |||||
June 30, | |||||
2014 | |||||
Equipment | $ | 95,602 | |||
Furniture & fixtures | 48,344 | ||||
Vehicles | 224,269 | ||||
Leasehold improvements | 84,363 | ||||
Total cost | 452,578 | ||||
Less accumulated depreciation and amortization | (25,114 | ) | |||
Property and equipment - net | $ | 427,464 | |||
Leases
Leases | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Leases [Abstract] | ' | |||||
LEASES | ' | |||||
11. LEASES | ||||||
Payprotec leases its Oregon office facilities under an operating lease expiring in June 2017. Monthly lease payments range from $16,153 to $17,808 throughout the term of the lease. | ||||||
Payprotec leases its California office facilities under an operating lease expiring in March 2016. Monthly lease payments range from $6,059 to $6,426 throughout the term of the lease. | ||||||
Payprotec leases its Florida office facilities under an operating lease expiring in December 2016. Monthly lease payments range from $3,180 to $3,374 throughout the term of the lease. | ||||||
Total rent expense for the six months ended June 30, 2014 was $87,186. | ||||||
The future minimum lease payments required under long-term operating leases as of June 30, 2014 are as follows: | ||||||
2014 | $ | 139,937 | ||||
2015 | 321,810 | |||||
2016 | 270,858 | |||||
2017 | 106,848 | |||||
Total | $ | 839,453 |
Notes_Payable
Notes Payable | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Notes Payable [Abstract] | ' | ||||
NOTES PAYABLE | ' | ||||
12. NOTES PAYABLE | |||||
The following summarizes the Company’s current outstanding notes payable. | |||||
Note payable to BAV, due in monthly installments of $48,333 through May 2017, including simple interest at 15%, secured by Payprotec’s residual portfolio | $ | 1,177,643 | |||
Note payable to ECig, due in monthly installments of $26,207 beginning October 2014 through September 2015, including interest at 6%, secured by 1,000,000 shares of the Company's common stock | 300,000 | ||||
Note payable to key employee for vehicle, due in monthly installments of $1,928 through June 2019, including interest at 5.34%, unsecured | 101,335 | ||||
Note payable to Payment Processing Technologies LLC due in monthly installments of $17,354 secured by a portion of the Company’s residual portfolio. | 83,813 | ||||
Note payable to key employee for vehicle, due in monthly installments of $1,060 through October 2018, including interest at 1.90%, unsecured | 52,870 | ||||
Total | 1,715,661 | ||||
Less current portion | (645,157 | ) | |||
Long-term portion of notes payable | $ | 1,070,504 | |||
Future maturities of notes as of June 30, 2014 are as follows: | |||||
2014 | $ | 313,271 | |||
2015 | 612,260 | ||||
2016 | 486,464 | ||||
2017 | 259,878 | ||||
2018 | 32,397 | ||||
Thereafter | 11,391 | ||||
Total | $ | 1,715,661 |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
13. RELATED PARTY TRANSACTIONS | |
On January 14, 2013, the Company entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Excel Business Solutions, Inc., a Delaware corporation (“EBSI”), and ECB Acquisition Corp., a newly formed, wholly-owned Delaware subsidiary (“Acquisition Sub”). In connection with this transaction, the Company issued 33,523,446 shares of Common Stock of which 6,789,641 was issued to current (or former) officers and directors of the Company. | |
On January 14, Ruben Azrak, Chairman of the Board and then Interim Chief Executive Officer, advanced the Company $25,000. This advance bears no interest and does not provide for a specific repayment date. | |
In connection with its acquisition of Payprotec, the company acquired an advance made by Payprotec to Securus Contact Systems, LLC (“SCS”) in the amount of $178,246 (see Note 8). SCS is owned by the former members of Payprotec who are currently key employees of the Company. The advance does not bear interest and has no formal terms of repayment. In addition, SCS leases certain office space for which Payprotec has provided a guaranty. Under the terms of the lease, SCS is required to make monthly lease payments ranging from $4,601 to $5,438 through February 2016. Under the guaranty, Payprotec would be required to make lease payments on behalf of SCS if SCS is not able to make the lease payments. Management does not expect Payprotec to make such payments. There is no recorded liability for potential losses under this guaranty The Company has 2 notes payable to the former members of Payprotec in the aggregate amount of $154,197 at June 30, 2014. Total interest paid to key employees for he six months ended June 30, 2014 was $3,376. In addition, at June 30, 2014, the Company had a receivable outstanding from the former members for $35,160 related to personal expenses paid by Payprotec prior to its acquisition by the Company. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Summary Of Significant Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods. These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |
Date of Management's Review of Subsequent Events | ' |
Date of Management’s Review of Subsequent Events | |
Subsequent events were considered through August 14, 2014, which is the date the financial statements were available to be issued. | |
Business Combinations | ' |
Business Combinations | |
Acquisitions are accounted for using the acquisition method of accounting. The purchase price of an acquisition is allocated to the assets acquired and liabilities assumed using the estimated fair values at the acquisition date. Transaction costs are expensed as incurred. | |
Goodwill | ' |
Goodwill | |
Goodwill represents the excess of acquisition cost over the fair value of net tangible and intangible assets acquired in connection with an acquisition. Goodwill is assessed for impairment annually or more frequently if circumstances indicate impairment may have occurred. Goodwill is recorded in Other Assets in the accompanying condensed consolidated statements of financial condition. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company’s revenue consists of proceeds from the sale of equipment leases of point of sale terminals and systems used to process credit and debit transactions. The Company records revenue when the sales process with respect to terminals and point of sale equipment is substantially complete. | |
In addition, the Company receives a percentage of recurring monthly fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. Fees are calculated on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. | |
Income Taxes | ' |
Income Taxes | |
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. | |
Reclassification | ' |
Reclassification | |
Certain prior period amounts have been reclassified to conform to the current year’s presentation. These changes had no effect on the Company’s results of operations, financial position or cash flows. | |
Accounts receivable | ' |
Accounts receivable | |
Accounts receivable represent contractual residual payments due from the Company's customers. These residual payments are determined based on the credit and debit card processing activity of merchants for which the Company initiated lease transactions. Based on collection experience and periodic reviews of outstanding receivables, management considers all accounts receivable to be fully collectible and accordingly, no allowance for doubtful accounts is required. | |
Inventory | ' |
Inventory | |
The Company accounts for inventory at the lower of cost (using the first-in first-out method) or market. Inventory consists entirely of terminals and point of sale equipment classified as finished goods. | |
Property and equipment | ' |
Property and equipment | |
Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from five to ten years. Leasehold improvements are amortized over the lesser of the expected term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred. | |
Use of Estimates in the Preparation of Financial Statements | ' |
Use of Estimates in the Preparation of Financial Statements | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount 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. | |
Material estimates that are particularly susceptible to significant change relate to the evaluation of deferred tax assets. | |
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. | |
Income_Tax_Tables
Income Tax (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Income Taxes [Abstract] | ' | ||||
Schedule of consolidated provision for income taxes | ' | ||||
6 Months Ended | |||||
June 30, | |||||
2014 | |||||
Income Tax Expense | |||||
Current | $ | 573,350 | |||
Deferred | (560,071 | ) | |||
Total | $ | 13,279 | |||
Acquisition_of_Subsidiary_Tabl
Acquisition of Subsidiary (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Acquisition of Subsidiary [Abstract] | ' | ||||||||
Summary of the estimated fair values of the assets acquired and liabilites assumed | ' | ||||||||
Cash and cash equivalents | $ | 34,563 | |||||||
Accounts receivable | 234,131 | ||||||||
Inventory | 55,414 | ||||||||
Prepaid expenses | 68,785 | ||||||||
Fixed assets, net of depreciation | 449,296 | ||||||||
Other long term assets | 197,122 | ||||||||
Total assets | 1,039,311 | ||||||||
Accounts payable | 295,216 | ||||||||
Accrued compensation | 67,663 | ||||||||
Other accrued liabilites | 121,880 | ||||||||
Notes payable | 2,438,260 | ||||||||
Other long term liabilities | 17,383 | ||||||||
Total liabilities | 2,940,402 | ||||||||
Fair value of net assets acquired | $ | (1,901,091 | ) | ||||||
Fair value of stock issued | $ | 2,539,264 | |||||||
Goodwill recognized on acquisition | $ | 4,440,355 | |||||||
Schedule of selected proforma financial information | ' | ||||||||
Six Months Ended June 30, | |||||||||
Selected Pro Forma Financial Information | 2014 | 2013 | |||||||
Revenues | $ | 6,256,665 | $ | 5,155,787 | |||||
Net Income (Loss) attributable to the Company | $ | 760,915 | $ | 221,810 | |||||
Net Income (Loss) attributable to the Company per common share – basic and diluted | $ | 0.0097 | $ | 0.0026 | |||||
Property_And_Equipment_Tables
Property And Equipment (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Property And Equipment [Abstract] | ' | ||||
Schedule of Property and equipment | ' | ||||
June 30, | |||||
2014 | |||||
Equipment | $ | 95,602 | |||
Furniture & fixtures | 48,344 | ||||
Vehicles | 224,269 | ||||
Leasehold improvements | 84,363 | ||||
Total cost | 452,578 | ||||
Less accumulated depreciation and amortization | (25,114 | ) | |||
Property and equipment - net | $ | 427,464 | |||
Leases_Tables
Leases (Tables) | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Leases [Abstract] | ' | |||||
Schedule of future minimum lease payments | ' | |||||
2014 | $ | 139,937 | ||||
2015 | 321,810 | |||||
2016 | 270,858 | |||||
2017 | 106,848 | |||||
Total | $ | 839,453 | ||||
Notes_Payable_Tables
Notes Payable (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Notes Payable [Abstract] | ' | ||||
Schedule of notes payable | ' | ||||
Note payable to BAV, due in monthly installments of $48,333 through May 2017, including simple interest at 15%, secured by Payprotec’s residual portfolio | $ | 1,177,643 | |||
Note payable to ECig, due in monthly installments of $26,207 beginning October 2014 through September 2015, including interest at 6%, secured by 1,000,000 shares of the Company's common stock | 300,000 | ||||
Note payable to key employee for vehicle, due in monthly installments of $1,928 through June 2019, including interest at 5.34%, unsecured | 101,335 | ||||
Note payable to Payment Processing Technologies LLC due in monthly installments of $17,354 secured by a portion of the Company’s residual portfolio. | 83,813 | ||||
Note payable to key employee for vehicle, due in monthly installments of $1,060 through October 2018, including interest at 1.90%, unsecured | 52,870 | ||||
Total | 1,715,661 | ||||
Less current portion | (645,157 | ) | |||
Long-term portion of notes payable | $ | 1,070,504 | |||
Schedule of future maturities | ' | ||||
2014 | $ | 313,271 | |||
2015 | 612,260 | ||||
2016 | 486,464 | ||||
2017 | 259,878 | ||||
2018 | 32,397 | ||||
Thereafter | 11,391 | ||||
Total | $ | 1,715,661 | |||
Organization_and_Operations_De
Organization and Operations (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jan. 14, 2013 | |
Subsidiary | ||
Organization and Operations (Textual) | ' | ' |
Number of wholly owned subsidiaries | 4 | ' |
Membership interest percentage | 100.00% | 50.00% |
Income_Tax_Details
Income Tax (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Expense | ' | ' | ' | ' |
Current federal | $573,350 | ($2,140) | $573,350 | $5,843 |
Deferred | -560,071 | ' | -560,071 | ' |
Total income tax expense | $13,279 | ($2,140) | $13,279 | $5,843 |
Income_Tax_Details_Textual
Income Tax (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Income Taxes (Textual) | ' | ' | ' | ' | ' |
Operating loss carryforwards, Valuation allowance | ' | ' | ' | ' | $1,600,204 |
Deferred income tax benefit | ($560,071) | ' | ($560,071) | ' | ' |
Operating loss carryforwards, Valuation allowance in percentage | ' | ' | ' | ' | 100.00% |
Expected federal tax provision rate | ' | ' | 34.00% | ' | ' |
Stockholders_Equity_Details
Stockholders Equity (Details) | 1 Months Ended | 6 Months Ended |
Apr. 21, 2014 | Jun. 30, 2014 | |
Transblue Llc [Member] | ||
Stockholders Equity (Textual) | ' | ' |
Common stock share issued description | 'Company issued 2 shares of Series A Preferred Stock to the two previous members of Payprotec. | ' |
Preferred stock exchange description | 'As long as a former member holds at least 9,000,000 shares of the Compnay's common stock, than the member has the right to exchange his share of preferred stock for a 24.5% share of the membership interests of Payprotec upon a change of control in Payprotec (as defined). | ' |
Common stock shares granted | ' | 200,000 |
Additional shares issued | ' | 800,000 |
Stock_Options_and_Compensation1
Stock Options and Compensation (Details) (USD $) | 0 Months Ended | |
13-May-14 | Nov. 13, 2010 | |
Stock Options and Compensation (Textual) | ' | ' |
Maximum shares of common stock company can issue over the term of the plan | ' | 4,000,000 |
Description of stock options to be issued under stock option plan | ' | 'Options under the plan are to be issued at the market price of the stock on the day of the grant except to those issued to holders of 10% or more of the Company's Common Stock which is required to be issued at a price not less than 110% of the fair market value on the day of the grant. |
Percentage of fair market value on which shares will be issued | ' | 110.00% |
Term of the options, Description | ' | ' |
No option shall have a term in excess of 10 years from the date of the grant. | ||
Stock issued to executives | 2,732,804 | ' |
Shares vesting description | 'One third of the shares vested upon grant and the balance vest ratably over a two year period. | ' |
Share-based compensation expense | $278,974 | ' |
Acquisition_of_Subsidiary_Deta
Acquisition of Subsidiary (Details) (USD $) | Jun. 30, 2014 | Apr. 30, 2014 | Dec. 31, 2013 |
Summary of the estimated fair values of the assets acquired and liabilities assumed | ' | ' | ' |
Cash and cash equivalents | ' | $34,563 | ' |
Accounts receivable | ' | 234,131 | ' |
Inventory | ' | 55,414 | ' |
Prepaid expenses | ' | 68,785 | ' |
Fixed assets, net of depreciation | ' | 449,296 | ' |
Other long term assets | ' | 197,122 | ' |
Total assets | ' | 1,039,311 | ' |
Accounts payable | ' | 295,216 | ' |
Accrued compensation | ' | 67,663 | ' |
Other accrued liabilites | ' | 121,880 | ' |
Notes payable | ' | 2,438,260 | ' |
Other long term liabilities | ' | 17,383 | ' |
Total liabilities | ' | 2,940,402 | ' |
Fair value of net assets acquired | ' | -1,901,091 | ' |
Less: Fair value of stock issued | ' | 2,539,264 | ' |
Goodwill recognized on acquisition | $4,440,355 | $4,440,355 | ' |
Acquisition_of_Subsidiary_Deta1
Acquisition of Subsidiary (Details 1) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Selected Pro Forma Financial Information | ' | ' |
Revenues | $6,256,665 | $5,155,787 |
Net Income (Loss) attributable to the Company | $760,915 | $221,810 |
Net Income (Loss) attributable to the Company per common share - basic and diluted | $0.01 | $0.00 |
Acquisition_of_Subsidiary_Deta2
Acquisition of Subsidiary (Details Textual) (USD $) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 30, 2014 | Apr. 21, 2014 | Dec. 31, 2013 | Jan. 14, 2013 | Jun. 30, 2014 | Apr. 21, 2014 | Apr. 21, 2014 | Apr. 21, 2014 | Apr. 21, 2014 | Apr. 21, 2014 | |
Common Stock [Member] | Employment Agreement [Member] | Employment Agreement [Member] | E-Cig Agreement [Member] | Payprotec Oregon LLC [Member] | Payprotec Oregon LLC [Member] | ||||||||||
Common Stock [Member] | Series A Preferred Stock [Member] | E-Cig Agreement [Member] | |||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued newly | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,428,570 | 20,400,000 | 2 | ' | ' | 2,000,000 |
Noncontrolling interest, Ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Guaranty Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' |
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | ' | 100.00% | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | 90.00% | ' |
Revenues | 2,179,777 | 2,179,777 | 56,000 | 2,201,265 | 78,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to the Company | 2,319,499 | 1,656,015 | -235,004 | 1,334,459 | -482,368 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill recognized on acquisition | $4,440,355 | $4,440,355 | ' | $4,440,355 | ' | $4,440,355 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Refinancing_Details
Refinancing (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 21, 2014 | Dec. 31, 2013 | |
Refinancing (Textual) | ' | ' | ' | ' | ' | ' |
Gain on sale of residual portfolio | $2,800,000 | ' | $2,800,000 | ' | ' | ' |
Other receivables | 1,524,167 | ' | 1,524,167 | ' | ' | ' |
Gain on settlement of debt | 175,101 | ' | 175,101 | ' | ' | ' |
Membership interests | ' | ' | ' | ' | 24.50% | ' |
Blueacre Ventures Llc [Member] | ' | ' | ' | ' | ' | ' |
Refinancing (Textual) | ' | ' | ' | ' | ' | ' |
Gain on sale of residual portfolio | ' | ' | 2,800,000 | ' | ' | ' |
Monthly residuals | 100,000 | ' | 100,000 | ' | ' | ' |
Note payable amount | 1,200,000 | ' | 1,200,000 | ' | ' | ' |
Interest rate of note receivable | 15.00% | ' | 15.00% | ' | ' | ' |
Interest rate, Minimum | ' | ' | 11.00% | ' | ' | ' |
Additional Cash Payment Of Sale Securities | ' | ' | 400,000 | ' | ' | ' |
E Cig Ventures Llc [Member] | ' | ' | ' | ' | ' | ' |
Refinancing (Textual) | ' | ' | ' | ' | ' | ' |
Gain on settlement of debt | ' | ' | 175,101 | ' | ' | ' |
Membership interests | 10.00% | ' | 10.00% | ' | ' | ' |
Shares issued | ' | ' | 1,000,000 | ' | ' | ' |
Repurchase of monthly portfolio residuals | ' | ' | $200,000 | ' | ' | ' |
Settlement And Release Agreement Description | ' | ' | ' | ' | ' | ' |
Under the terms of the settlement, the Company paid $2.4 million in cash and issued a note to E-Cig for $300,000, payable in 12 equal monthly payments starting on October 1, 2014, at a six percent annual interest rate. |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | $452,578 | ' |
Less accumulated depreciation and amortization | -25,114 | ' |
Property and equipment - net | 427,464 | ' |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment - net | 95,602 | ' |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment - net | 48,344 | ' |
Vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment - net | 224,269 | ' |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment - net | $84,363 | ' |
Leases_Details
Leases (Details) (USD $) | Jun. 30, 2014 |
Future Minimum Lease Payments | ' |
2014 | $139,937 |
2015 | 321,810 |
2016 | 270,858 |
2017 | 106,848 |
Total | $839,453 |
Leases_Details_Textual
Leases (Details Textual) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Operating Loss Carryforwards [Line Items] | ' |
Rent expense | $87,186 |
New York [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Operating lease expiration date | 30-Jun-14 |
Oregon [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Operating lease expiration date | 30-Jun-17 |
Oregon [Member] | Maximum [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Monthly lease payments | 17,808 |
Oregon [Member] | Minimum [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Monthly lease payments | 16,153 |
California [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Operating lease expiration date | 31-Mar-16 |
California [Member] | Maximum [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Monthly lease payments | 6,426 |
California [Member] | Minimum [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Monthly lease payments | 6,059 |
Florida [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Operating lease expiration date | 31-Dec-16 |
Florida [Member] | Maximum [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Monthly lease payments | 3,374 |
Florida [Member] | Minimum [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Monthly lease payments | $3,180 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Total | $1,715,661 | ' |
Less current portion | -645,157 | ' |
Notes payable | 1,070,504 | ' |
Secured Debt [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total | 1,177,643 | ' |
Secured Debt One [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total | 300,000 | ' |
Unsecured Debt [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total | 101,335 | ' |
Secured Debt Two [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total | 83,813 | ' |
Unsecured Debt One [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total | $52,870 | ' |
Notes_Payable_Details_1
Notes Payable (Details 1) (USD $) | Jun. 30, 2014 |
Future Maturities of Notes | ' |
2014 | $313,271 |
2015 | 612,260 |
2016 | 486,464 |
2017 | 259,878 |
2018 | 32,397 |
Thereafter | 11,391 |
Total | $1,715,661 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Secured Debt [Member] | Secured Debt One [Member] | Unsecured Debt [Member] | Secured Debt Two [Member] | Unsecured Debt One [Member] | |||
Notes Payable (Textual) | ' | ' | ' | ' | ' | ' | ' |
Notes payable | $645,157 | ' | ' | ' | ' | ' | ' |
Monthly installments | ' | ' | 48,333 | 26,207 | 1,928 | 17,354 | 1,060 |
Interest Rate | ' | ' | 15.00% | 6.00% | 5.34% | ' | 1.90% |
Issuance of common stock | ' | ' | ' | $1,000,000 | ' | ' | ' |
Maturity date | ' | ' | 31-May-17 | ' | 30-Jun-19 | ' | 31-Oct-18 |
Maturity date range, Start | ' | ' | ' | 31-Oct-14 | ' | ' | ' |
Maturity date range, End | ' | ' | ' | 30-Sep-15 | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Jun. 30, 2014 | Jan. 14, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Securus Contact Systems Llc [Member] | Securus Contact Systems Llc [Member] | Securus Contact Systems Llc [Member] | |||
Notespayable | Maximum [Member] | Minimum [Member] | |||
Related Party Transactions (Textual) | ' | ' | ' | ' | ' |
Shares issued to current officers and directors of Excel Corp | ' | 6,789,641 | ' | ' | ' |
Common stock shares issuable in conjunction with the acquisition of subsidiary | ' | 33,523,446 | ' | ' | ' |
Advanced to chief executive officer | ' | $25,000 | ' | ' | ' |
Monthly lease payments | ' | ' | ' | 5,438 | 4,601 |
Interest paid | ' | ' | 3,376 | ' | ' |
Personal expenses | ' | ' | 35,160 | ' | ' |
Acquisition costs | ' | ' | 178,246 | ' | ' |
Notes payable | $1,715,661 | ' | $154,197 | ' | ' |
Number of notes payable | ' | ' | 2 | ' | ' |