Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Excel Corp | |
Entity Central Index Key | 1,512,890 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 99,259,070 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 222,165 | $ 326,788 |
Accounts receivable | 412,879 | 383,657 |
Prepaid expenses | 9,964 | 46,229 |
Shares receivable | 90,000 | 90,000 |
Inventory | 2,415 | 7,119 |
Total current assets | 737,423 | 853,793 |
Other Assets | ||
Fixed assets, net of depreciation | 318,963 | 230,632 |
Goodwill | 4,440,355 | 4,440,355 |
Other long-term assets | 61,153 | 68,027 |
Total other assets | 4,820,471 | 4,739,014 |
Total assets | 5,557,894 | 5,592,807 |
Current Liabilities | ||
Accounts payable | 1,301,946 | 806,981 |
Accrued compensation | 1,000,525 | 602,683 |
Other accrued liabilities | 835,694 | 426,431 |
Notes payable-current portion | 447,277 | 581,674 |
Total current liabilities | 3,585,442 | 2,417,769 |
Long-term liabilities | ||
Notes payable - long term portion | 351,565 | 681,361 |
Other long-term liabilities | 31,966 | 29,748 |
Total long-term liabilities | $ 383,531 | $ 711,109 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.0001 par value, 10,000,000 shares authorized, none issued and outstanding | ||
Common stock, $.0001 par value, 200,000,000 shares authorized 99,259,070 and 97,259,070 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively. | $ 9,926 | $ 9,726 |
Additional paid-in capital | 4,450,504 | 4,232,342 |
Accumulated deficit | (2,871,509) | (1,778,139) |
Total stockholders' equity | 1,588,921 | 2,463,929 |
Total Liabilities and Stockholders' Equity | $ 5,557,894 | $ 5,592,807 |
Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.0001 par value, 10,000,000 shares authorized, none issued and outstanding | ||
Total stockholders' equity |
Consolidated Balance Sheet (Un3
Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 99,259,070 | 99,259,070 |
Common stock, shares outstanding | 99,259,070 | 99,259,070 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 2 | 2 |
Preferred stock, shares outstanding | 2 | 2 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||||
Equipment lease revenue | $ 2,889,381 | $ 2,768,930 | $ 9,093,792 | $ 4,644,546 |
Transaction and processing fees | 1,060,224 | $ 725,366 | 3,274,158 | $ 1,129,922 |
Other revenue | 21,623 | 21,623 | ||
Total revenues | 3,971,228 | $ 3,494,296 | 12,389,573 | $ 5,774,468 |
Costs and expenses | ||||
Cost of products sold | 877,992 | 689,171 | 2,596,666 | 1,114,312 |
Payroll | 2,631,657 | 2,557,227 | 7,821,752 | 4,786,689 |
Outside commissions | 322,957 | 589,379 | 1,202,980 | 892,396 |
Other selling general and administrative expenses | 497,803 | 673,946 | 1,648,172 | 1,420,477 |
Total costs and expenses | 4,330,409 | 4,509,723 | 13,269,570 | 8,213,874 |
Net loss from operations | $ (359,181) | $ (1,015,427) | $ (879,997) | (2,439,406) |
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 | $ 66,773 | $ 111,354 | $ 213,373 | 314,739 |
Net income (loss) before income taxes | (425,954) | (1,126,781) | (1,093,370) | 220,956 |
Income tax expense (benefit) | ||||
Current | (157,603) | (381,258) | (404,547) | (81,297) |
Deferred | $ 157,603 | 394,537 | $ 404,547 | $ 81,297 |
Total income tax expense | 13,279 | |||
Net income (loss) | $ (425,954) | $ (1,113,502) | $ (1,093,370) | $ 220,956 |
Earnings (Loss) Per Share | ||||
Basic & Diluted | $ (0.004) | $ (0.012) | $ (0.011) | $ 0.003 |
Weighted Average Shares Outstanding | ||||
Basic & Diluted | 99,259,070 | 96,759,070 | 98,152,843 | 84,558,609 |
Consolidated Statements of Stoc
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 .09 per share, Shares | 1,628,570 | |||||
Issuance of common stock at .09 per share | $ 163 | $ 149,837 | ||||
Issuance of common stock at .30 per share, Shares | 200,000 | |||||
Issuance of common stock at .30 per share | $ 20 | $ 59,980 | ||||
Issuance of stock for acquisition of Securus, Shares | 2 | 22,400,000 | ||||
Issuance of stock for acquisition of Securus | $ 2,240 | $ 2,537,024 | ||||
Stock Compensation Expense, Shares | 5,465,608 | |||||
Stock Compensation Expense | $ 547 | $ 356,818 | ||||
Net income (loss) for the period | $ 220,956 | $ 220,956 | ||||
Balances (in shares) at Sep. 30, 2014 | 2 | 96,759,070 | ||||
Balances at Sep. 30, 2014 | $ 9,676 | $ 4,114,606 | (1,120,302) | |||
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, Shares | 2,000,000 | |||||
Stock Compensation Expense | $ 200 | $ 218,162 | ||||
Net income (loss) for the period | (1,093,370) | $ (1,093,370) | ||||
Balances (in shares) at Sep. 30, 2015 | 2 | 99,259,070 | ||||
Balances at Sep. 30, 2015 | $ 1,588,921 | $ 9,926 | $ 4,450,504 | $ (2,871,509) |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) | Sep. 30, 2014$ / shares |
Common Stock .09 per share | |
Shares issued per value | $ 0.09 |
Common Stock .30 per share | |
Shares issued per value | $ 0.30 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities: | ||
Net income (loss) | $ (1,093,370) | $ 220,956 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 75,325 | 51,951 |
Stock based compensation | $ 218,362 | 357,365 |
Gain on settlement of debt | (175,101) | |
Decrease (increase) | ||
Accounts receivable | $ (29,222) | (121,265) |
Inventory | 4,704 | 45,510 |
Prepaid expenses | 36,265 | (37,700) |
Other long term assets | 6,874 | (132,847) |
Increase (decrease) | ||
Accounts payable | 494,965 | 105,322 |
Accrued compensation | 397,842 | 338,208 |
Other accrued liabilities | 409,263 | 122,878 |
Other long-term liabilities | 2,218 | (3,062) |
Net cash provided by operating activities | 523,226 | 772,215 |
Cash flows from investing activities: | ||
Purchase of fixed assets | $ (163,656) | (31,367) |
Disposal of fixed assets | 45,816 | |
Acquisition of Securus | 34,563 | |
Net cash provided by (used in) investing activities | $ (163,656) | 49,012 |
Cash flows from financing activities: | ||
Issuance of notes | $ 100,000 | 1,600,000 |
Issuance of common stock | 210,000 | |
Note and debt payments | $ (564,193) | (2,274,612) |
Net cash used in financing activities | (464,193) | (464,612) |
Net increase (decrease) in cash | (104,623) | 356,615 |
Cash - Beginning | 326,788 | 8,328 |
Cash - Ending | 222,165 | 364,943 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | $ 66,773 | $ 314,739 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2015 | |
Organization and Operations [Abstract] | |
ORGANIZATION AND OPERATIONS | 1. ORGANIZATION AND OPERATIONS Excel Corporation (the “Company”) was organized on November 16, 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) (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 payment 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. In June 2015 our subsidiary, Excel Business Solutions, began selling merchant cash advances under the trade name Mom and Pop Merchant Solutions “Mom and Pop”. Mom and Pop operates as an ISO and does not directly fund any advances. The impact of Mom and Pop on the Company’s results of operations and financial position for the quarter ended September 30, 2015 was not material. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 nine 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 Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2015, the Company had available unused operating loss carryforwards of $2,101,627 which generated a deferred tax benefit of $777,602. The Company had a 100% valuation allowance on the deferred tax assets at September 30, 2015. The Company’s provision for income taxes for the nine months ended September 30, 2015 consists of the following: Income Tax Expense (Benefit) Nine months Ended Current $ (404,547 ) Deferred 404,547 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 | 9 Months Ended |
Sep. 30, 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, 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 | 9 Months Ended |
Sep. 30, 2015 | |
Stock Options and Compensation [Abstract] | |
STOCK OPTIONS AND COMPENSATION | 7. STOCK OPTIONS AND COMPENSATION On November 16, 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 to purchase a total of 1,000,000 shares of the Company’s Common Stock 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. The following table summarizes the Company’s stock options. Options outstanding 1,000,000 Vested 361,111 Unvested 638,889 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. On June 1, 2015, the Company issued 2,000,000 shares of stock to an executive. 500,000 of the shares vested upon grant and an additional 500,000 will vest on June 1, 2016, 2017, and 2018. |
Acquisition of Subsidiary
Acquisition of Subsidiary | 9 Months Ended |
Sep. 30, 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. |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2015 | |
Fixed Assets [Abstract] | |
FIXED ASSETS | 9. FIXED ASSETS Property and equipment consists of the following as of September 30, 2015: Computer software $ 183,266 Equipment 162,524 Furniture & fixtures 83,299 Leasehold improvements 118,882 Total cost 547,971 Less accumulated depreciation and amortization (229,008 ) Fixed assets – net $ 318,963 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2015 | |
Leases [Abstract] | |
LEASES | 10. LEASES Securus leases its Oregon office facilities under an operating lease expiring in June 2019. Monthly lease payments range from $18,824 to $24,795 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 nine months ended September 30, 2015 was $309,166, compared to $176,359 for the nine months ended September 30, 2014. The future minimum lease payments required under long-term operating leases as of September 30, 2015 are as follows: 2015 $ 145,948 2016 412,403 2017 361,010 2018 369,558 2019 and after 232,224 Total $ 1,521,143 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 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 primary residual portfolio $ 777,903 Note payable to Payment Processing Technologies LLC, due in monthly installments of $10,653 beginning January 2015 through October 2015, including interest at 14%, secured by the Company’s residual portfolio with Payment Processing Technologies LLC 20,939 Total 798,842 Less current portion (447,277 ) Long-term portion of notes payable $ 351,565 Future maturities of notes as of September 30, 2015 are as follows: 2015 $ 117,481 2016 454,628 2017 226,733 Total $ 798,842 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS Portfolio Purchase Agreement On October 15, 2015, the Company entered into a new Portfolio Purchase Agreement with SME Funding, LLC (“SME”) whereby Payprotec sold $22,259 of its monthly residuals for an immediate cash payment of $445,180. This will be recognized as a gain on the Company’s Statements of Operations in the fourth quarter 2015. Payprotec had a note payable to Payment Processing Technologies, LLC for a portion of the residual portfolio sold. The note balance of $20,939 at execution date was paid in full using the proceeds from the sale. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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) | 9 Months Ended |
Sep. 30, 2015 | |
Income Taxes [Abstract] | |
Schedule of provision for income taxes | Income Tax Expense (Benefit) Nine months Ended Current $ (404,547 ) Deferred 404,547 Total $ — |
Stock Options and Compensation
Stock Options and Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stock Options and Compensation [Abstract] | |
Schedule of stock options | Options outstanding 1,000,000 Vested 361,111 Unvested 638,889 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fixed Assets [Abstract] | |
Schedule of property and equipment | Computer software $ 183,266 Equipment 162,524 Furniture & fixtures 83,299 Leasehold improvements 118,882 Total cost 547,971 Less accumulated depreciation and amortization (229,008 ) Fixed assets – net $ 318,963 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Leases [Abstract] | |
Schedule of future minimum lease payments | 2015 $ 145,948 2016 412,403 2017 361,010 2018 369,558 2019 and after 232,224 Total $ 1,521,143 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 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 primary residual portfolio $ 777,903 Note payable to Payment Processing Technologies LLC, due in monthly installments of $10,653 beginning January 2015 through October 2015, including interest at 14%, secured by the Company’s residual portfolio with Payment Processing Technologies LLC 20,939 Total 798,842 Less current portion (447,277 ) Long-term portion of notes payable $ 351,565 |
Schedule of future maturities | 2015 $ 117,481 2016 454,628 2017 226,733 Total $ 798,842 |
Organization and Operations (De
Organization and Operations (Details) - Subsidiary | 9 Months Ended | |
Sep. 30, 2015 | Apr. 21, 2014 | |
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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Expense (Benefit) | ||||
Current | $ (157,603) | $ (381,258) | $ (404,547) | $ (81,297) |
Deferred | $ 157,603 | 394,537 | $ 404,547 | $ 81,297 |
Total | $ (13,279) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Income Taxes (Textual) | |
Operating loss carryforwards | $ 2,101,627 |
Rate of valuation allowance on the deferred tax benefit | 100.00% |
Deferred tax benefit | $ 777,602 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended |
Sep. 30, 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 Company’s common stock, 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 Compensatio31
Stock Options and Compensation (Details) - shares | Jun. 01, 2015 | Sep. 30, 2015 |
Stock Options and Compensation [Abstract] | ||
Options outstanding | 1,000,000 | |
Vested | 500,000 | 361,111 |
Unvested | 638,889 |
Stock Options and Compensatio32
Stock Options and Compensation (Details Textual) - USD ($) | Jun. 01, 2015 | Aug. 28, 2014 | May. 13, 2014 | Nov. 16, 2010 | Sep. 30, 2015 | Nov. 16, 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. | |||||
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 | $ 218,362 | |||||
Shares issued for option | 1,000,000 | |||||
Exercise price of options | $ 0.09 | |||||
Term of option, exercisable | 10 years | |||||
Shares issued upon vested | 500,000 | 361,111 | ||||
June 1, 2016 [Member] | ||||||
Stock Options and Compensation (Textual) | ||||||
Shares issued upon vested | 500,000 | |||||
June 1, 2017 [Member] | ||||||
Stock Options and Compensation (Textual) | ||||||
Shares issued upon vested | 500,000 | |||||
June 1, 2018 [Member] | ||||||
Stock Options and Compensation (Textual) | ||||||
Shares issued upon vested | 500,000 | |||||
Executive [Member] | ||||||
Stock Options and Compensation (Textual) | ||||||
Stock issued during period, Shares | 2,000,000 | 2,732,804 |
Acquisition of Subsidiary (Deta
Acquisition of Subsidiary (Details) $ in Millions | 1 Months Ended |
Apr. 21, 2014USD ($)shares | |
Acquisitions of Subsidiary [Textual ] | |
Membership interest percentage | 100.00% |
E-Cig Agreement [Member] | |
Acquisitions of Subsidiary [Textual ] | |
Membership interest percentage | 10.00% |
Agreement to guaranty | $ | $ 1.5 |
Securus Consultants Llc [Member] | |
Acquisitions of Subsidiary [Textual ] | |
Membership interest percentage | 90.00% |
Securus Consultants Llc [Member] | Employment Agreement [Member] | |
Acquisitions of Subsidiary [Textual ] | |
Stock issued during period, Shares | 20,400,000 |
Term of employment agreement | 3 years |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 547,971 | |
Less accumulated depreciation and amortization | (229,008) | |
Fixed assets - net | 318,963 | $ 230,632 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 183,266 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 162,524 | |
Furniture & fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 83,299 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 118,882 |
Leases (Details)
Leases (Details) | Sep. 30, 2015USD ($) |
Future Minimum Lease Payments | |
2,015 | $ 145,948 |
2,016 | 412,403 |
2,017 | 361,010 |
2,018 | 369,558 |
2019 and after | 232,224 |
Total | $ 1,521,143 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Rent expense | $ 309,166 | $ 176,359 |
Oregon [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating lease expiration date | Jun. 30, 2019 | |
Oregon [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Monthly lease payments | $ 24,795 | |
Oregon [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Monthly lease payments | $ 18,824 | |
California [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating lease expiration date | Mar. 31, 2016 | |
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 | Dec. 31, 2016 | |
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 ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total | $ 798,842 | |
Less current portion | 447,277 | $ 581,674 |
Long-term portion of notes payable | 351,565 | $ 681,361 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total | 777,903 | |
Secured Debt One [Member] | ||
Debt Instrument [Line Items] | ||
Total | $ 20,939 |
Notes Payable (Details 1)
Notes Payable (Details 1) | Sep. 30, 2015USD ($) |
Future maturities of notes | |
2,015 | $ 117,481 |
2,016 | 454,628 |
2,017 | 226,733 |
Total | $ 798,842 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Secured Debt [Member] | |
Notes Payable (Textual) | |
Monthly installments | $ 48,333 |
Interest Rate | 15.00% |
Maturity date | May 31, 2017 |
Secured Debt One [Member] | |
Notes Payable (Textual) | |
Monthly installments | $ 10,653 |
Interest Rate | 14.00% |
Maturity date range, Start | Jan. 31, 2015 |
Maturity date range, End | Oct. 31, 2015 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jan. 14, 2014USD ($) |
Ruben Azrak [Member] | |
Related Party Transactions (Textual) | |
Advance to chief executive officer | $ 25,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Portfolio Purchase Agreement [Member] | Oct. 15, 2015USD ($) |
Subsequent Events (Textual) | |
Monthly residuals Payments | $ 22,259 |
Cash payment total | 445,180 |
Proceeds from sale | $ 20,939 |