Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 14-May-15 | |
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-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 97,259,070 |
Consolidated_Balance_Sheet_Una
Consolidated Balance Sheet (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $134,476 | $326,788 |
Accounts receivable | 348,682 | 383,657 |
Prepaid expenses | 17,574 | 46,229 |
Shares receivable | 90,000 | 90,000 |
Inventory | 3,861 | 7,119 |
Total current assets | 594,593 | 853,793 |
Other Assets | ||
Fixed assets, net of depreciation | 287,503 | 230,632 |
Goodwill | 4,440,355 | 4,440,355 |
Other long-term assets | 65,736 | 68,027 |
Total other assets | 4,793,594 | 4,739,014 |
Total assets | 5,388,187 | 5,592,807 |
Current Liabilities | ||
Accounts payable | 955,020 | 806,981 |
Accrued compensation | 577,190 | 602,683 |
Other accrued liabilities | 626,203 | 426,431 |
Notes payable - current portion | 610,376 | 581,674 |
Total current liabilities | 2,768,789 | 2,417,769 |
Long-term liabilities | ||
Notes payable - long-term portion | 578,411 | 681,361 |
Other long-term liabilities | 33,210 | 29,748 |
Total long-term liabilities | 611,621 | 711,109 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.0001 par value | ||
Common stock, $.0001 par value, 200,000,000 shares authorized 97,259,070 shares issued and outstanding as of March 31, 2015 and December 31, 2014 | 9,726 | 9,726 |
Additional paid-in capital | 4,300,130 | 4,232,342 |
Accumulated deficit | -2,302,079 | -1,778,139 |
Total stockholders' equity | 2,007,777 | 2,463,929 |
Total Liabilities and Stockholders' Equity | 5,388,187 | 5,592,807 |
Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.0001 par value |
Consolidated_Balance_Sheet_Una1
Consolidated Balance Sheet (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 97,259,070 |
Common stock, shares outstanding | 97,259,070 | 97,259,070 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares issued | 2 | 2 |
Preferred stock, shares outstanding | 2 | 2 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues | ||
Equipment lease revenue | $2,282,117 | |
Transaction and processing fees | 1,153,709 | 10,322 |
Other revenue | 11,166 | |
Total revenues | 3,435,826 | 21,488 |
Costs and expenses | ||
Cost of products sold | 518,839 | 3,622 |
Payroll | 2,416,732 | 203,258 |
Outside commissions | 376,760 | |
Other selling general and administrative expenses | 568,531 | 136,164 |
Total costs and expenses | 3,880,862 | 343,044 |
Net loss from operations | -445,036 | -321,556 |
Other expense | ||
Interest expense | 78,904 | |
Net loss before income taxes | -523,940 | -321,556 |
Income tax expense (benefit) | ||
Current | -193,858 | |
Deferred | 193,858 | |
Total income tax expense | ||
Net loss | ($523,940) | ($321,556) |
Loss Per Share | ||
Basic & Diluted | ($0.01) | ($0.01) |
Weighted Average Shares Outstanding | ||
Basic & Diluted | 97,259,070 | 67,191,559 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Unaudited) (USD $) | Total | Series A Preferred Stock | Preferred Stock | Common Stock | Additional paid-in capital | Accumulated Deficit |
Balances at Dec. 31, 2013 | $6,706 | $1,010,947 | ($1,341,258) | |||
Balances (in shares) at Dec. 31, 2013 | 67,064,892 | |||||
Issuance of common stock at .07 per share | 143 | 99,857 | ||||
Issuance of common stock at .07 per share, Shares | 1,428,570 | |||||
Issuance of common stock at .30 per share | 20 | 49,980 | ||||
Issuance of common stock at .30 per share, Shares | 200,000 | |||||
Net loss for the period | -321,556 | -321,556 | ||||
Balances at Mar. 31, 2014 | 6,869 | 1,160,784 | -1,662,814 | |||
Balances (in shares) at Mar. 31, 2014 | 68,693,462 | |||||
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 | ||||
Stock Compensation Expense | 67,788 | |||||
Net loss for the period | -523,940 | -523,940 | ||||
Balances at Mar. 31, 2015 | $2,007,777 | $9,726 | $4,300,130 | ($2,302,079) | ||
Balances (in shares) at Mar. 31, 2015 | 2 | 97,259,070 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) (USD $) | Dec. 31, 2014 |
Shares issued par value | $0.07 |
Shares issued par value | $0.30 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities: | ||
Net loss | ($523,940) | ($321,556) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 20,934 | |
Stock based compensation | 67,788 | |
Decrease (increase) | ||
Accounts receivable | 34,975 | 2,250 |
Prepaid expenses | 28,655 | 19,443 |
Inventory | 3,258 | |
Other long term assets | 2,291 | |
Increase (decrease) | ||
Accounts payable | 148,039 | -4,080 |
Accrued compensation | -25,493 | 144,013 |
Other accrued liabilities | 199,772 | 2,844 |
Other long-term liabilities | 3,463 | |
Net cash used in operating activities | -40,258 | -157,086 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | -77,805 | |
Net cash used in investing activities | -77,805 | |
Cash flows from financing activities: | ||
Proceeds from notes payable | 100,000 | 25,000 |
Issuance of common stock | 150,000 | |
Payments on notes payable | -174,249 | |
Net cash provided by (used in) financing activities | -74,249 | 175,000 |
Net increase (decrease) in cash | -192,312 | 17,914 |
Cash - Beginning | 326,788 | 8,328 |
Cash - Ending | 134,476 | 26,242 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | $78,904 |
Organization_and_Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2015 | |
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 | 3 Months Ended |
Mar. 31, 2015 | |
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, 2014. | |
Reclassification | |
Certain prior period amounts have been reclassified to conform to the current year’s presentation. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
Notes Payable | |
The carrying values of notes payable approximate fair values, since these instruments bear market rates of interest. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2015 | |
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 | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
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, 2015, the Company had available unused operating loss carryforwards of $2,232,683 which generated a deferred tax benefit of $826,093. The Company had a 100% valuation allowance on the deferred tax assets at March 31, 2015. | |||||
The Company’s provision for income taxes for the three months ended March 31, 2015 consists of the following: | |||||
Three months Ended | |||||
March 31, | |||||
2015 | |||||
Income Tax Expense | |||||
Current | $ | (193,858 | ) | ||
Deferred | 193,858 | ||||
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 | 3 Months Ended |
Mar. 31, 2015 | |
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 Payprotec. As long as a former member holds at least 9,000,000 shares of the Company’s common stock, then 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). |
Stock_Options_and_Compensation
Stock Options and Compensation | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
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. | |||||
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 are exercisable for a ten year period subject to certain restrictions. The shares vest ratably over 36 months. Compensation expense related to the options was $834 for the three months ended March 31, 2015. The following table summarizes the Company’s stock options. | |||||
Options outstanding | 1,000,000 | ||||
Vested | 194,425 | ||||
Unvested | 805,575 | ||||
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 $66,954 for the three months ended March 31, 2015 related to these grants. |
Acquisition_of_Subsidiary
Acquisition of Subsidiary | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Acquisition of Subsidiary [Abstract] | |||||
ACQUISITION OF SUBSIDIARY | 8. ACQUISITION OF SUBSIDIARY | ||||
On April 21, 2014, the Company purchased 90% of the membership interests of Securus and its subsidiary Securus Consultants, LLC through a Securities Exchange Agreement (the “Agreement”) with Mychol Robirds and Steven Lemma. | |||||
In exchange for their membership interests in Securus and Securus Consultants LLC, 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 Securus 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 Securus. | |||||
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, 2014. 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. | |||||
Selected Pro Forma Financial Information | 2014 | ||||
Revenues | $ | 3,305,202 | |||
Net loss attributable to the Company | $ | (304,642 | ) | ||
Net loss attributable to the Company per common share - basic and diluted | $ | (.003 | ) |
Property_and_Equipment
Property and Equipment | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Property and Equipment [Abstract] | |||||
PROPERTY AND EQUIPMENT | 9. PROPERTY AND EQUIPMENT | ||||
Property and equipment consists of the following as of March 31, 2015: | |||||
31-Mar-15 | |||||
Computer software | $ | 7,416 | |||
Equipment | 162,524 | ||||
Furniture & fixtures | 83,299 | ||||
Construction in progress | 90,000 | ||||
Leasehold improvements | 118,882 | ||||
Total cost | 462,121 | ||||
Less accumulated depreciation and amortization | (174,618 | ) | |||
Property and equipment – net | $ | 287,503 |
Leases
Leases | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Leases [Abstract] | |||||
LEASES | 10. 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 three months ended March 31, 2015 was $100,524, compared to $12,000 for the three months ended March 31, 2014. | |||||
The future minimum lease payments required under long-term operating leases as of March 31, 2015 are as follows: | |||||
2015 | $ | 286,825 | |||
2016 | 343,751 | ||||
2017 | 181,118 | ||||
2018 | 75,648 | ||||
2019 and after | 83,454 | ||||
Total | $ | 970,796 |
Notes_Payable
Notes Payable | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Notes Payable [Abstract] | |||||
NOTES PAYABLE | 11. NOTES PAYABLE | ||||
The following summarizes the Company’s current outstanding notes payable: | |||||
Note payable to Blue Acre Ventures, due in monthly installments of $48,333 through May 2017, including simple interest at 15%, secured by the Company’s residual portfolio | $ | 953,341 | |||
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 | 154,528 | ||||
Note payable to Payment Processing Technologies LLC, due in monthly installments of $26,207 beginning October 2014 through September 2015, including interest at 6%, secured by the Company’s residual portfolio | 80,918 | ||||
Total | 1,188,787 | ||||
Less current portion | (610,376 | ) | |||
Long-term portion of notes payable | $ | 578,411 | |||
Future maturities of notes as of March 31, 2015 are as follows: | |||||
2015 | $ | 507,426 | |||
2016 | 454,628 | ||||
2017 | 226,733 | ||||
Total | $ | 1,188,787 |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS |
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. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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, 2014. | |
Reclassification | Reclassification |
Certain prior period amounts have been reclassified to conform to the current year’s presentation. |
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Income Taxes [Abstract] | |||||
Schedule of net effect on net income to full tax valuation allowance | Three months Ended | ||||
March 31, | |||||
2015 | |||||
Income Tax Expense | |||||
Current | $ | (193,858 | ) | ||
Deferred | 193,858 | ||||
Total | $ | - | |||
Stock_Options_and_Compensation1
Stock Options and Compensation (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Stock Options and Compensation [Abstract] | |||||
Schedule of stock options | Options outstanding | 1,000,000 | |||
Vested | 194,425 | ||||
Unvested | 805,575 |
Acquisition_of_Subsidiary_Tabl
Acquisition of Subsidiary (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Acquisition of Subsidiary [Abstract] | |||||
Schedule of selected proforma financial information | |||||
Selected Pro Forma Financial Information | 2014 | ||||
Revenues | $ | 3,305,202 | |||
Net loss attributable to the Company | $ | (304,642 | ) | ||
Net loss attributable to the Company per common share - basic and diluted | $ | (.003 | ) |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Property and Equipment [Abstract] | |||||
Schedule of property and equipment | 31-Mar-15 | ||||
Computer software | $ | 7,416 | |||
Equipment | 162,524 | ||||
Furniture & fixtures | 83,299 | ||||
Construction in progress | 90,000 | ||||
Leasehold improvements | 118,882 | ||||
Total cost | 462,121 | ||||
Less accumulated depreciation and amortization | (174,618 | ) | |||
Property and equipment – net | $ | 287,503 | |||
Leases_Tables
Leases (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Leases [Abstract] | |||||
Schedule of future minimum lease payments | |||||
2015 | $ | 286,825 | |||
2016 | 343,751 | ||||
2017 | 181,118 | ||||
2018 | 75,648 | ||||
2019 and after | 83,454 | ||||
Total | $ | 970,796 |
Notes_Payable_Tables
Notes Payable (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Notes Payable [Abstract] | |||||
Schedule of notes payable | Note payable to Blue Acre Ventures, due in monthly installments of $48,333 through May 2017, including simple interest at 15%, secured by the Company’s residual portfolio | $ | 953,341 | ||
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 | 154,528 | ||||
Note payable to Payment Processing Technologies LLC, due in monthly installments of $26,207 beginning October 2014 through September 2015, including interest at 6%, secured by the Company’s residual portfolio | 80,918 | ||||
Total | 1,188,787 | ||||
Less current portion | (610,376 | ) | |||
Long-term portion of notes payable | $ | 578,411 | |||
Schedule of future maturities | 2015 | $ | 507,426 | ||
2016 | 454,628 | ||||
2017 | 226,733 | ||||
Total | $ | 1,188,787 |
Organization_and_Operations_De
Organization and Operations (Details) | 3 Months Ended | |
Mar. 31, 2015 | Apr. 21, 2014 | |
Subsidiary | ||
Organization and Operations (Textual) | ||
Number of wholly owned subsidiaries | 2 | |
Membership interest percentage | 100.00% |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Expense | |
Current | ($193,858) |
Deferred | 193,858 |
Total |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Income Taxes (Textual) | |
Operating loss carryforwards | $2,232,683 |
Rate of valuation allowance on the deferred tax benefit | 100.00% |
Deferred tax benefit | $826,093 |
Stockholders_Equity_Details
Stockholders' Equity (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders Equity (Textual) | |
Common stock share issued description | Company issued two 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). |
Stock_Options_and_Compensation2
Stock Options and Compensation (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Options and Compensation [Abstract] | |
Options outstanding | 1,000,000 |
Vested | 194,425 |
Unvested | 805,575 |
Stock_Options_and_Compensation3
Stock Options and Compensation (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | ||
Aug. 28, 2014 | 13-May-14 | Nov. 13, 2010 | Mar. 31, 2015 | |
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 | $66,954 | |||
Compensation expense | $834 | |||
Shares issued for option | 1,000,000 | |||
Exercise price of options | $0.09 | |||
Term of option, exercisable | 10 years |
Acquisition_of_Subsidiary_Deta
Acquisition of Subsidiary (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Selected Pro Forma Financial Information | |
Revenues | $3,305,202 |
Net loss attributable to the Company | ($304,642) |
Net loss attributable to the Company per common share - basic and diluted | ($0.00) |
Acquisition_of_Subsidiary_Deta1
Acquisition of Subsidiary (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Apr. 21, 2014 |
Acquisition of Subsidiary (Textual) | ||
Membership interest percentage | 100.00% | |
Series A Preferred Stock [Member] | ||
Acquisition of Subsidiary (Textual) | ||
Stock issued during period, Shares | ||
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 | 1.5 | |
Securus Consultants Llc [Member] | ||
Acquisition of Subsidiary (Textual) | ||
Membership interest percentage | 90.00% | |
Securus Consultants Llc [Member] | Employment Agreement [Member] | ||
Acquisition of Subsidiary (Textual) | ||
Term of employment agreement | 3 years | |
Securus Consultants Llc [Member] | E-Cig Agreement [Member] | ||
Acquisition of Subsidiary (Textual) | ||
Stock issued during period, Shares | 2,000,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $462,121 | |
Less accumulated depreciation and amortization | -174,618 | |
Property and equipment - net | 287,503 | 230,632 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - net | 7,416 | |
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 | 83,299 | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - net | 90,000 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - net | $118,882 |
Leases_Details
Leases (Details) (USD $) | Mar. 31, 2015 |
Future Minimum Lease Payments | |
2015 | $286,825 |
2016 | 343,751 |
2017 | 181,118 |
2018 | 75,648 |
2019 and after | 83,454 |
Total | $970,796 |
Leases_Details_Textual
Leases (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Rent expense | $100,524 | $12,000 |
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] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating lease term | 63 months | |
Irving Texas [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Rent expense | 6,428 | |
Irving Texas [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Rent expense | $0 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total | $1,188,787 | |
Less current portion | -610,376 | -581,674 |
Long-term portion of notes payable | 578,411 | 681,361 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total | 953,341 | |
Secured Debt One [Member] | ||
Debt Instrument [Line Items] | ||
Total | 154,528 | |
Secured Debt Two [Member] | ||
Debt Instrument [Line Items] | ||
Total | $80,918 |
Notes_Payable_Details_1
Notes Payable (Details 1) (USD $) | Mar. 31, 2015 |
Future maturities of notes | |
2015 | $507,426 |
2016 | 454,628 |
2017 | 226,733 |
Total | $1,188,787 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
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 |
Secured Debt Two [Member] | |
Notes Payable (Textual) | |
Monthly installments | $26,207 |
Interest Rate | 6.00% |
Maturity date range, Start | 31-Oct-14 |
Maturity date range, End | 30-Sep-15 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Ruben Azrak [Member], USD $) | Jan. 14, 2014 |
Ruben Azrak [Member] | |
Related Party Transactions (Textual) | |
Advance to chief executive officer | $25,000 |