Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 26, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Excel Corp | |
Entity Central Index Key | 1512890 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Document Type | 10-K | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $1,290,754 | |
Entity Common Stock, Shares Outstanding | 97,259,070 |
Consolidated_Balance_Sheet
Consolidated Balance Sheet (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash and cash equivalents | $326,788 | $8,328 |
Accounts receivable | 383,657 | 2,250 |
Prepaid expenses | 46,229 | 32,979 |
Shares receivable | 90,000 | |
Inventory | 7,119 | |
Total current assets | 853,793 | 43,557 |
Other Assets | ||
Fixed assets, net of depreciation | 230,632 | |
Goodwill | 4,440,355 | |
Other long term assets | 68,027 | 7,939 |
Total other assets | 4,739,014 | 7,939 |
Total assets | 5,592,807 | 51,496 |
Current Liabilities | ||
Accounts payable | 806,981 | 146,949 |
Accrued compensation | 602,683 | 66,113 |
Other accrued liabilities | 426,431 | 162,039 |
Notes payable - current portion | 581,674 | |
Total current liabilities | 2,417,769 | 375,101 |
Long-term liabilities | ||
Notes payable - long term portion | 681,361 | |
Other long term liabilities | 29,748 | |
Total long-term liabilities | 711,109 | |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.0001 par value | ||
Common stock, $.0001 par value, 200,000,000 shares authorized 97,259,070 and 67,064,892 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | 9,726 | 6,706 |
Additional paid-in capital | 4,232,342 | 1,010,947 |
Accumulated (deficit) | -1,778,139 | -1,341,258 |
Total stockholders' equity (deficit) | 2,463,929 | -323,605 |
Total Liabilities and Stockholders' Equity | 5,592,807 | 51,496 |
Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.0001 par value |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet (Parenthetical) (USD $) | Dec. 31, 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 | 97,259,070 | 67,064,892 |
Common stock, shares outstanding | 97,259,070 | 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_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | ||
Equipment lease revenue | $6,842,072 | $11,104 |
Transaction and processing fees | 2,228,878 | 92,092 |
Other revenue | 40,942 | 329,265 |
Total revenues | 9,111,892 | 432,461 |
Costs and expenses | ||
Cost of products sold | 1,422,013 | 45,070 |
Payroll | 7,412,124 | 687,037 |
Outside commissions | 1,281,595 | |
Other selling general and administrative | 2,017,067 | 640,933 |
Total Costs & Expenses | 12,132,799 | 1,373,040 |
Net loss from Operations | -3,020,907 | -940,579 |
Other income | ||
Gain on sale of residual portfolio | 2,800,000 | |
Gain on settlement of debt | 175,101 | |
Total other income | 2,975,101 | |
Interest expense | 391,075 | |
Net loss before income taxes | -436,881 | -940,579 |
Income Tax expense (benefit) | ||
Current | -155,540 | |
Deferred | 155,540 | |
Total income tax expense (benefit) | ||
Net loss | ($436,881) | ($940,579) |
Loss Per Share | ||
Basic & Diluted | ($0.01) | ($0.01) |
Weighted Average Shares Outstanding | ||
Basic & Diluted | 94,009,760 | 65,548,471 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Series A Preferred Stock | Preferred Stock | Common Stock | Additional paid-in capital | Accumulated Deficit |
Balances at Dec. 31, 2012 | $3,152 | $725,164 | ($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 | 201 | 276,799 | ||||
Issuance of common stock for exchange of subsidiaries preferred stock @ .1379 per share, Shares | 2,008,701 | |||||
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 | |||||
Stock compensation expense | 8,984 | |||||
Net income for the period | -940,579 | -940,579 | ||||
Balances at Dec. 31, 2013 | -323,605 | 6,706 | 1,010,947 | -1,341,258 | ||
Balances (in shares) at Dec. 31, 2013 | 67,064,892 | |||||
Issuance of common stock at .09 per share | 163 | 149,837 | ||||
Issuance of common stock at .09 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 | ||||
Issuance of common stock at .10 per share | 50 | 49,950 | ||||
Issuance of common stock at .10 per share, shares | 500,000 | |||||
Stock compensation expense | 547 | 424,604 | ||||
Share based compensation, Shares | 5,465,608 | |||||
Net income for the period | -436,881 | -436,881 | ||||
Balances at Dec. 31, 2014 | $2,463,929 | $9,726 | $4,232,342 | ($1,778,139) | ||
Balances (in shares) at Dec. 31, 2014 | 2 | 97,259,070 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Shares issued par value | $0.09 | |
Shares issued par value | $0.30 | |
Issuance of common stock for exchange of subsidiaries preferred stock, Per share | $0.14 | |
Per share price of common shares issued | $0.10 | $0.00 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities: | ||
Net loss | ($436,881) | ($940,579) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 76,161 | |
Write-off of license | 150,000 | |
Bad debt expense | 61,515 | |
Stock based compensation | 425,151 | 8,984 |
Gain on settlement of debt | -175,101 | |
Decrease (increase) | ||
Accounts receivable | -147,276 | 5,250 |
Inventory | 48,295 | |
Prepaid expenses | 55,535 | -32,979 |
Other long term assets | 47,033 | -7,939 |
Increase (decrease) | ||
Accounts payable | 364,816 | 6,435 |
Accrued compensation | 468,907 | 66,113 |
Other accrued liabilities | 142,512 | 12,039 |
Other long-term liabilities | 12,365 | 150,000 |
Net cash provided by (used in) operating activities | 881,517 | -521,161 |
Cash flows from investing activities: | ||
Disposal of property and equipment | 142,503 | 3,353 |
Acquisition of Securus | 34,563 | |
Net cash provided by investing activities | 177,066 | 3,353 |
Cash flows from financing activities: | ||
Issuance of Notes | 1,600,000 | |
Issuance of common stock | 260,000 | |
Note and debt payments | -2,600,123 | -120,000 |
Net cash used in financing activities | -740,123 | -120,000 |
Net increase (decrease) in cash | 318,460 | -637,808 |
Cash - Beginning | 8,328 | 646,136 |
Cash - Ending | 326,788 | 8,328 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 391,075 | |
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 | 12 Months Ended |
Dec. 31, 2014 | |
Organization and Operations [Abstract] | |
ORGANIZATION AND OPERATIONS | |
1. ORGANIZATION AND OPERATIONS | |
Excel Corporation (the “Company”) was organized on November 13, 2010 as a Delaware corporation. The Company has two wholly owned subsidiaries, Excel Business Solutions, Inc., and Payprotec Oregon, LLC (d/b/a Securus Payments), (“Securus”). | |
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) (“Securus”) (see note 8). Following this transaction, the Company ceased to be a development stage company. 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 | 12 Months Ended |
Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation | |
The Company’s financial statements are prepared on the accrual method of accounting. | |
The accounting and reporting policies of the Company conform with generally accepted accounting principles (GAAP). In the opinion of management, the accompanying consolidated financial statements of the Company contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the consolidated balance sheets as of December 31, 2014 and December 31, 2013, the consolidated statements of operations and comprehensive income for the years ended December 31, 2014 and 2013, and the consolidated statements of cash flows for the years ended December 31, 2014 and 2013. The accompanying 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”). | |
Date of Management’s Review of Subsequent Events | |
Subsequent events were considered through March 30, 2015, 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. | |
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 | 12 Months Ended |
Dec. 31, 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, 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 | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||||
Dec. 31, 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. | |||||
As of December 31, 2014, the Company had an estimated $1,775,297 million of available unused net operating loss carryforward. Given the company’s current effective tax rate, this results in an estimated $639,107 deferred tax benefit as of December 31, 2014. The Company has elected to report the asset using the full tax valuation allowance. The Company had a 100% valuation allowance on the deferred tax benefit at December 31, 2014. As such, the deferred tax asset and deferred tax benefit will have $0 net effect on both the balance sheet and income statement as of December 31, 2014. The tax asset will be used in future periods to offset future tax liabilities. | |||||
For the Year Ended December 31, 2014 | |||||
Income Tax Expense | |||||
Current | $ | (155,540 | ) | ||
Deferred | 155,540 | ||||
Total | $ | - | |||
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 2011 through 2014 remain subject to examination by Federal and state taxing authorities. | |||||
Stockholders_Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders Equity [Abstract] | |
STOCKHOLDERS EQUITY | 6. STOCKHOLDERS EQUITY |
On April 21, 2014 the Company issued two shares of Series A Preferred Stock to the two previous members of Securus. As long as a former member holds at least 9,000,000 shares of the Company’s common stock, than that member has the right to exchange his share of preferred stock for a 24.5% share of the membership interests of Securus upon a change of control in Securus (as defined). | |
The Company issued 200,000 shares of common stock to TransBlue LLC in February 2014. The shares were issued in connection with the execution of an agreement with TransBlue LLC whereby the two companies would provide a form of transaction processing generally known as “point of banking” processing solutions. The agreement provides for the issuance of an additional 800,000 shares upon meeting certain operational goals. The Company does not presently expect these goals to be met nor any additional shares to be issued. In December 2014, The Company issued 500,000 shares of common stock to a law firm for services rendered during 2014, including services related to the acquisition of Securus. |
Stock_Options_and_Compensation
Stock Options and Compensation | 12 Months Ended |
Dec. 31, 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 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. | |
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 $424,040 for the fiscal year ended December 31, 2014 related to these grants. | |
On August 28, 2014, the Company issued options for a total of 1,000,000 shares at an exercise price of $.09 per share. The options vest ratably over 36 consecutive months with 5,555 shares vesting on the last day of each calendar month commencing with September 30, 2014, and 5,575 shares vesting on the last day of the 36th month. Compensation expense recorded for the fiscal year ended December 31, 2014 was $1,111. |
Acquisition_of_Subsidiary
Acquisition of Subsidiary | 12 Months Ended | ||||||||
Dec. 31, 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) (“Securus”) and its subsidiary Securus Consultants, LLC (“Securus Consultants”), through a Securities Exchange Agreement (the “Agreement”) with Mychol Robirds and Steven Lemma. | |||||||||
In exchange for their membership interests in Securus and Securus Consultants, 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. Securus 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 Securus in exchange for the issuance of 2,000,000 shares of the Company's common stock and the agreement to guarantee 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 Securus. | |||||||||
Securus focuses on servicing merchants primarily through its partnership with First Data Corporation and providing credit card processing services. Securus provides merchants with competitive pricing on processing fees and services, and leases credit card terminals to the merchants. Securus generates revenues through the sales of these leases, and through a percentage share in residual fees from the merchants’ processing volumes. | |||||||||
The addition of Securus 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 22, 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 liabilities | 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 fiscal year ended December 31, 2014 includes the financial results of Securus since the date of acquisition, April 22, 2014, through December 31, 2014. During this period, Securus’s revenues were $9,083,343 and its net income was $1,676,469. | |||||||||
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 Securus 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 Securus been a combined entity during 2014 and 2013. | |||||||||
Years Ended | |||||||||
December 31, | |||||||||
Selected Pro Forma Financial Information | 2014 | 2013 | |||||||
Revenues | $ | 13,187,380 | $ | 12,829,708 | |||||
Net income (loss) attributable to the Company | $ | (979,175 | ) | $ | 669,990 | ||||
Net income (loss) attributable to the Company per common share - basic and diluted | $ | (0.01 | ) | $ | 0.01 | ||||
Refinancing
Refinancing | 12 Months Ended |
Dec. 31, 2014 | |
Refinancing [Abstract] | |
REFINANCING | |
9. REFINANCING | |
On June 30, 2014, the Company executed new financing arrangements with BlueAcre Ventures LLC (“BAV”) whereby Securus 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 Securus 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 receivable for these shares are shown on the accompanying balance sheets as a $90,000 share receivable. 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. | |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Property and Equipment [Abstract] | |||||
PROPERTY AND EQUIPMENT | 10. PROPERTY AND EQUIPMENT | ||||
Property and equipment consists of the following as of December 31, 2014: | |||||
December 31, 2014 | |||||
Computer software | $ | 6,588 | |||
Equipment | 162,524 | ||||
Furniture & fixtures | 75,162 | ||||
Construction in process | 30,000 | ||||
Leasehold improvements | 110,041 | ||||
Total cost | 384,315 | ||||
Less accumulated depreciation and amortization | (153,683 | ) | |||
Property and equipment - net | $ | 230,632 |
Leases
Leases | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases [Abstract] | |||||
LEASES | 11. LEASES | ||||
Securus 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. | |||||
Securus 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. | |||||
Securus 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. | |||||
The Company executed a lease for its corporate offices in Irving Texas. The lease began on November 1, 2014 and has a term of 63 months with monthly payments ranging from $0 to $6,428. | |||||
Total rent expense for the year ended December 31, 2014 was $279,995, compared to $36,000 for the year ended December 31, 2013. | |||||
The future minimum lease payments required under long-term operating leases as of December 31, 2014 are as follows: | |||||
2015 | $ | 387,471 | |||
2016 | 343,751 | ||||
2017 | 181,118 | ||||
2018 | 75,648 | ||||
2019 and after | 83,454 | ||||
Total | $ | 1,071,442 |
Notes_Payable
Notes Payable | 12 Months Ended | ||||
Dec. 31, 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 the Company’s residual portfolio | $ | 1,032,960 | |||
Note payable to E-Cig, 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 owed to the Company by E-Cig | 230,075 | ||||
Total | 1,263,035 | ||||
Less current portion | (581,674 | ) | |||
Long-term portion of notes payable | $ | 681,361 | |||
Future maturities of notes as of December 31, 2014 are as follows: | |||||
2015 | 581,674 | ||||
2016 | 454,628 | ||||
2017 | 226,734 | ||||
Total | $ | 1,588,546 | |||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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, 2014, 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 Securus, the Company acquired an advance made by Securus to Securus Contact Systems, LLC (“SCS”) in the amount of $178,246 (see Note 8). SCS is owned by the former members of Securus who are currently key employees of the Company. The advance was repaid in October 2014. In addition, SCS leases certain office space for which Securus 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, Securus 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 Securus to make such payments. There is no recorded liability for potential losses under this guaranty. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
The Company’s financial statements are prepared on the accrual method of accounting. | |
The accounting and reporting policies of the Company conform with generally accepted accounting principles (GAAP). In the opinion of management, the accompanying consolidated financial statements of the Company contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the consolidated balance sheets as of December 31, 2014 and December 31, 2013, the consolidated statements of operations and comprehensive income for the years ended December 31, 2014 and 2013, and the consolidated statements of cash flows for the years ended December 31, 2014 and 2013. The accompanying 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”). | |
Date of Management's Review of Subsequent Events | Date of Management’s Review of Subsequent Events |
Subsequent events were considered through March 30, 2015, 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. | |
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. | |
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. | |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Income Taxes [Abstract] | |||||
Schedule of net effect on net income to full tax valuation allowance | |||||
For the Year Ended December 31, 2014 | |||||
Income Tax Expense | |||||
Current | $ | (155,540 | ) | ||
Deferred | 155,540 | ||||
Total | $ | - |
Acquisition_of_Subsidiary_Tabl
Acquisition of Subsidiary (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Acquisition of Subsidiary [Abstract] | |||||||||
Summary of estimated fair values of 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 liabilities | 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 | Years Ended | ||||||||
December 31, | |||||||||
Selected Pro Forma Financial Information | 2014 | 2013 | |||||||
Revenues | $ | 13,187,380 | $ | 12,829,708 | |||||
Net income (loss) attributable to the Company | $ | (979,175 | ) | $ | 669,990 | ||||
Net income (loss) attributable to the Company per common share - basic and diluted | $ | (0.01 | ) | $ | 0.01 |
Property_And_Equipment_Tables
Property And Equipment (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Property and Equipment [Abstract] | |||||
Schedule of Property and equipment | December 31, 2014 | ||||
Computer software | $ | 6,588 | |||
Equipment | 162,524 | ||||
Furniture & fixtures | 75,162 | ||||
Construction in process | 30,000 | ||||
Leasehold improvements | 110,041 | ||||
Total cost | 384,315 | ||||
Less accumulated depreciation and amortization | (153,683 | ) | |||
Property and equipment - net | $ | 230,632 |
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases [Abstract] | |||||
Schedule of future minimum lease payments | 2015 | $ | 387,471 | ||
2016 | 343,751 | ||||
2017 | 181,118 | ||||
2018 | 75,648 | ||||
2019 and after | 83,454 | ||||
Total | $ | 1,071,442 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||
Dec. 31, 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 the Company’s residual portfolio | $ | 1,032,960 | ||
Note payable to E-Cig, 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 owed to the Company by E-Cig | 230,075 | ||||
Total | 1,263,035 | ||||
Less current portion | (581,674 | ) | |||
Long-term portion of notes payable | $ | 681,361 | |||
Schedule of future maturities | 2015 | 581,674 | |||
2016 | 454,628 | ||||
2017 | 226,734 | ||||
Total | $ | 1,588,546 |
Organization_and_Operations_De
Organization and Operations (Details) | 12 Months Ended | |
Dec. 31, 2014 | Apr. 21, 2014 | |
Subsidiary | ||
Organization and Operations (Textual) | ||
Number of wholly owned subsidiaries | 2 | |
Membership interest percentage | 100.00% |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Summary of Significant Accounting Policies (Textual) | |
Depreciation of property and equipment, Method | Straight-line method |
Maximum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Estimated useful lives of assets | Ten years |
Minimum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Estimated useful lives of assets | Five years |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Expense | ||
Current | ($155,540) | |
Deferred | 155,540 | |
Total |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Taxes (Textual) | |
Operating loss carryforwards | $1.78 |
Operating loss carryforwards, Valuation allowance in percentage | 100.00% |
Deferred tax benefit | 639,107 |
Deferred tax asset | $0 |
Stockholders_Equity_Details
Stockholders Equity (Details) | 1 Months Ended | |
Dec. 31, 2014 | Apr. 21, 2014 | |
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 issued and granted for services | 500,000 | |
Transblue Llc [Member] | ||
Stockholders Equity (Textual) | ||
Common stock issued and granted for services | 200,000 | |
Additional shares issued | 800,000 |
Stock_Options_and_Compensation1
Stock Options and Compensation (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
13-May-14 | Nov. 13, 2010 | Dec. 31, 2014 | Aug. 28, 2014 | |
Stock Options and Compensation (Textual) | ||||
Maximum shares of common stock issued | 4,000,000 | |||
Description 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 | 110.00% | |||
Description of term in excess | 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 | $424,040 | |||
Compensation expense | $1,111 | |||
Shares issued for option | 1,000,000 | |||
Exercise price of options | $0.09 | |||
Stock option vest, One [Member] | ||||
Stock Options and Compensation (Textual) | ||||
Shares issued for vesting option | 5,555 | |||
Stock option vest, Two [Member] | ||||
Stock Options and Compensation (Textual) | ||||
Shares issued for vesting option | 5,575 |
Acquisition_of_Subsidiary_Deta
Acquisition of Subsidiary (Details) (USD $) | Dec. 31, 2014 | Apr. 22, 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 liabilities | 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 | $4,440,355 |
Acquisition_of_Subsidiary_Deta1
Acquisition of Subsidiary (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Selected Pro Forma Financial Information | ||
Revenues | $13,187,380 | $12,829,708 |
Net income (loss) attributable to the Company | ($979,175) | $669,990 |
Net income (loss) attributable to the Company per common share - basic and diluted | ($0.01) | $0.01 |
Acquisition_of_Subsidiary_Deta2
Acquisition of Subsidiary (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||
Jan. 14, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 21, 2014 | Apr. 22, 2014 | |
Subsidiary | |||||
Acquisition of Subsidiary (Textual) | |||||
Stock issued during period, Shares | 33,523,446 | ||||
Membership interest percentage | 100.00% | ||||
Number of wholly owned subsidiaries | 2 | ||||
Goodwill recognized on acquisition | $4,440,355 | $4,440,355 | |||
Revenues | 9,111,892 | 432,461 | |||
Net loss | -436,881 | -940,579 | |||
Employment Agreement [Member] | Common Stock [Member] | |||||
Acquisition of Subsidiary (Textual) | |||||
Stock issued during period, Shares | 20,400,000 | ||||
Employment Agreement [Member] | Series A Preferred Stock [Member] | |||||
Acquisition of Subsidiary (Textual) | |||||
Stock issued during period, Shares | 2 | ||||
E-Cig Agreement [Member] | |||||
Acquisition of Subsidiary (Textual) | |||||
Membership interest percentage | 10.00% | ||||
Agreement to guaranty | 1,500,000 | ||||
Payprotec Oregon LLC [Member] | |||||
Acquisition of Subsidiary (Textual) | |||||
Membership interest percentage | 90.00% | ||||
Revenues | 9,083,343 | ||||
Net loss | $1,676,469 | ||||
Payprotec Oregon LLC [Member] | Employment Agreement [Member] | |||||
Acquisition of Subsidiary (Textual) | |||||
Term of employment agreement | 3 years | ||||
Payprotec Oregon LLC [Member] | E-Cig Agreement [Member] | |||||
Acquisition of Subsidiary (Textual) | |||||
Stock issued during period, Shares | 2,000,000 |
Refinancing_Details
Refinancing (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Apr. 21, 2014 | |
Refinancing (Textual) | ||||
Gain on sale of residual portfolio | $2,800,000 | |||
Gain on settlement of debt | 175,101 | |||
Membership interest percentage | 100.00% | |||
Shares receivable | 90,000 | |||
Blueacre Ventures Llc [Member] | ||||
Refinancing (Textual) | ||||
Gain on sale of residual portfolio | 2,800,000 | |||
Monthly residuals | 100,000 | |||
Additional cash payment of sale of securities | 400,000 | |||
Promissory note payable | 1,200,000 | |||
Interest rate | 15.00% | |||
Minimum interest rate | 11.00% | |||
E Cig Ventures Llc [Member] | ||||
Refinancing (Textual) | ||||
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 (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. |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $384,315 | |
Less accumulated depreciation and amortization | -153,683 | |
Property and equipment - net | 230,632 | |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - net | 6,588 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - net | 162,524 | |
Furniture & fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - net | 75,162 | |
Construction in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - net | 30,000 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - net | $110,041 |
Leases_Details
Leases (Details) (USD $) | Dec. 31, 2014 |
Future Minimum Lease Payments | |
2015 | $387,471 |
2016 | 343,751 |
2017 | 181,118 |
2018 | 75,648 |
2019 and after | 83,454 |
Total | $1,071,442 |
Leases_Details_Textual
Leases (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 14, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Rent expense | $279,995 | $36,000 | |
Operating lease term | 63 months | ||
Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Monthly lease payments | 5,438 | ||
Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Monthly lease payments | 4,601 | ||
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 | ||
Irving Texas [Member] | Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Monthly lease payments | 6,428 | ||
Irving Texas [Member] | Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Monthly lease payments | $0 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Total | $1,263,035 | |
Less current portion | -581,674 | |
Long-term portion of notes payable | 681,361 | |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total | 1,032,960 | |
Secured Debt One [Member] | ||
Debt Instrument [Line Items] | ||
Total | $230,075 |
Notes_Payable_Details_1
Notes Payable (Details 1) (USD $) | Dec. 31, 2014 |
Future maturities of notes | |
2015 | $581,674 |
2016 | 454,628 |
2017 | 226,734 |
Total | $1,588,546 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Secured Debt [Member] | |
Notes Payable (Textual) | |
Monthly installments | $48,333 |
Interest Rate | 15.00% |
Maturity date | 31-May-17 |
Secured Debt One [Member] | |
Notes Payable (Textual) | |
Monthly installments | $26,207 |
Interest Rate | 6.00% |
Issuance of common stock | 1,000,000 |
Maturity date range, Start | 31-Oct-14 |
Maturity date range, End | 30-Sep-15 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 0 Months Ended | |
Jan. 14, 2014 | Jan. 14, 2013 | |
Related Party Transactions (Textual) | ||
Stock issued during period, Shares | 33,523,446 | |
Acquisition costs | $178,246 | |
Maximum [Member] | ||
Related Party Transactions (Textual) | ||
Monthly lease payments | 5,438 | |
Minimum [Member] | ||
Related Party Transactions (Textual) | ||
Monthly lease payments | 4,601 | |
Officer and Director [Member] | Merger Agreement [Member] | ||
Related Party Transactions (Textual) | ||
Stock issued during period, Shares | 6,789,641 | |
Ruben Azrak [Member] | ||
Related Party Transactions (Textual) | ||
Advanced to chief executive officer | $25,000 |