Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Apr. 12, 2016 | |
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-K | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 2,978,990 | |
Entity Common Stock, Shares Outstanding | 98,259,070 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 362,130 | $ 326,788 |
Accounts receivable | 1,174,141 | 383,657 |
Prepaid expenses | $ 45,218 | 46,229 |
Other receivables | 90,000 | |
Inventory | $ 7,262 | $ 7,119 |
Other current assets | 83,545 | |
Total current assets | 1,672,296 | $ 853,793 |
Other Assets | ||
Fixed assets, net of depreciation | 468,068 | 230,632 |
Goodwill | 7,914,269 | $ 4,440,355 |
Note receivable | 675,000 | |
Equity investment | 164,790 | |
Residual portfolios | 2,505,164 | |
Other long term assets | 613,683 | $ 68,027 |
Total other assets | 12,340,974 | 4,739,014 |
Total assets | 14,013,270 | 5,592,807 |
Current Liabilities | ||
Accounts payable | 1,374,878 | 806,981 |
Accrued compensation | 1,508,531 | 602,683 |
Other accrued liabilities | 839,308 | 426,431 |
Notes payable - current portion | 8,984,544 | 581,674 |
Total current liabilities | 12,707,261 | 2,417,769 |
Long-term liabilities | ||
Notes payable - long term portion | 226,733 | 681,361 |
Other long term liabilities | 41,692 | 29,748 |
Total long-term liabilities | $ 268,425 | $ 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 98,259,070 and 97,259,070 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively. | $ 9,826 | $ 9,726 |
Additional paid-in capital | 4,428,391 | 4,232,342 |
Accumulated deficit | (3,400,633) | (1,778,139) |
Total stockholders' equity | 1,037,584 | 2,463,929 |
Total Liabilities and Stockholders' Equity | $ 14,013,270 | $ 5,592,807 |
Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.0001 par value, 10,000,000 shares authorized, none issued and outstanding |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 98,259,070 | 97,259,070 |
Common stock, shares outstanding | 98,259,070 | 97,259,070 |
Series A Preferred Stock [Member] | ||
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 - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | ||
Equipment lease revenue | $ 11,950,253 | $ 7,295,419 |
Transaction and processing fees | 5,549,482 | 2,228,878 |
Merchant cash advance revenue and other | 99,597 | 40,942 |
Total revenues | 17,599,332 | 9,565,239 |
Costs and expenses | ||
Equipment and other merchant acquisition costs | 2,365,300 | 1,422,013 |
Merchant refund | 1,135,213 | $ 453,347 |
Processing and servicing costs | 674,175 | |
Salaries and wages | 11,280,640 | $ 7,412,124 |
Outside commissions | 1,600,815 | 1,281,595 |
Other selling general and administrative expenses | 2,239,829 | 2,017,067 |
Total costs and expenses | 19,295,972 | 12,586,146 |
Net loss from operations | (1,696,640) | (3,020,907) |
Other income | ||
Gain on sale of residual portfolio | $ 445,742 | 2,800,000 |
Gain on settlement of debt | 175,101 | |
Total other income | $ 445,742 | 2,975,101 |
Interest expense | 371,596 | 391,075 |
Net loss before income taxes | (1,622,494) | (436,881) |
Income tax expense (benefit) | ||
Current | (714,560) | (490,605) |
Deferred | $ 714,560 | $ 490,605 |
Total income tax expense (benefit) | ||
Net loss | $ (1,622,494) | $ (436,881) |
Loss Per Share | ||
Basic & Diluted | $ (0.017) | $ (0.005) |
Weighted Average Shares Outstanding | ||
Basic & Diluted | 98,261,810 | 94,009,760 |
Consolidated Statements of Stoc
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, 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 | $ 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 Securus | $ 2,240 | 2,537,024 | ||||
Issuance of stock for acquisition of Securus, 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 | ||||
Stock compensation expense, Shares | 5,465,608 | |||||
Net loss for the year | $ (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 | ||||
Stock compensation expense | $ 200 | 285,949 | ||||
Stock compensation expense, Shares | 2,000,000 | |||||
Return of common stock at .09 per share | $ (100) | (89,900) | ||||
Return of common stock at .09 per share, shares | (1,000,000) | |||||
Net loss for the year | (1,622,494) | (1,622,494) | ||||
Balances at Dec. 31, 2015 | $ 1,037,584 | $ 9,826 | $ 4,428,391 | $ (3,400,633) | ||
Balances (in shares) at Dec. 31, 2015 | 98,259,070 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common Stock .09 per share | ||
Shares issued per value | $ 0.09 | $ 0.09 |
Common Stock .30 per share | ||
Shares issued per value | 0.30 | |
Common Stock .10 per share | ||
Shares issued per value | $ 0.10 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | ||
Net loss | $ (1,622,494) | $ (436,881) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 143,428 | 76,161 |
Stock based compensation | $ 286,149 | 425,151 |
Gain on settlement of debt | (175,101) | |
Decrease (increase) | ||
Accounts receivable | $ (328,837) | (147,276) |
Prepaid expenses | 1,011 | 55,535 |
Inventory | (143) | $ 48,295 |
Other current assets | 83,513 | |
Other long term assets | (13,039) | $ 47,033 |
Increase (decrease) | ||
Accounts payable | 542,898 | 364,816 |
Accrued compensation | 905,848 | 468,907 |
Other accrued liabilities | 269,789 | 142,512 |
Other long-term liabilities | 11,944 | 12,365 |
Net cash provided by operating activities | 280,067 | $ 881,517 |
Cash flows from investing activities: | ||
Purchase of property and equipment | $ (170,935) | |
Disposal of property and equipment | $ 142,503 | |
Acquisition of Securus | $ 34,563 | |
Acquisition of eVance assets | $ 257,886 | |
Net cash provided by investing activities | 86,951 | $ 177,066 |
Cash flows from financing activities: | ||
Issuance of notes | $ 600,000 | 1,600,000 |
Issuance of common stock | 260,000 | |
Note and debt payments | $ (931,676) | (2,600,123) |
Net cash used in financing activities | (331,676) | (740,123) |
Net increase in cash and cash equivalents | 35,342 | 318,460 |
Cash and cash equivalents - Beginning | 326,788 | 8,328 |
Cash and cash equivalents- Ending | 362,130 | 326,788 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 371,596 | 314,739 |
Net assets and liabilities acquired | ||
Accounts receivable | $ 461,647 | 234,131 |
Inventory | 55,414 | |
Prepaid expenses | $ 68,785 | |
Other current assets | $ 167,058 | |
Fixed assets, net of depreciation | 174,403 | $ 449,296 |
Note receivable | 675,000 | |
Equity investment | 164,790 | |
Residual portfolios | 2,540,690 | |
Other long term assets | 532,617 | $ 197,122 |
Accounts payable | $ 25,000 | 295,216 |
Accrued compensation | 67,663 | |
Other accrued liabilities | $ 143,089 | 121,880 |
Notes payable | $ 8,279,916 | 2,438,260 |
Other long term liabilities | $ 17,383 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 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 three wholly owned subsidiaries, Excel Business Solutions, Inc., Payprotec Oregon, LLC (d/b/a Securus Payments), (“Securus”), and eVance Processing Inc. (“eVance”). On February 17, 2014 the Company entered into a Securities Exchange Agreement (the “SEA”) with Securus, Mychol Robirds and Steven Lemma, to purchase 90% of the membership interests of Securus and its subsidiary Securus Consultants, LLC. On April 21, 2014 the Company completed the acquisition of 100% of Securus pursuant to the SEA and through a Securities Exchange Agreement (“E-Cig Agreement) with E-Cig Ventures LLC. Prior to the acquisition of Securus in April of 2014, we were considered a developmental stage company as defined by FASB ASC 915-205-45-6. With the acquisition of Securus, we ceased to be a development stage company. On November 30, 2015, eVance entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Calpian, Inc. (“Calpian”), Calpian Residual Acquisition, LLC (“CRA”) and Calpian Commerce, Inc., a wholly owned subsidiary of Calpian (“CCI,” and collectively with Calpian and CRA, the “Sellers”). Pursuant to the Purchase Agreement, eVance acquired substantially all of the U.S. assets and operations of the Sellers. In consideration for the acquired assets, eVance assumed certain of the Sellers’ liabilities, including an aggregate of $8.279,916 of notes payable and certain of the Sellers’ outstanding contractual obligations |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and December 31, 2014, the consolidated statements of operations and comprehensive income for the years ended December 31, 2015 and 2014, and the consolidated statements of cash flows for the years ended December 31, 2015 and 2014. 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”). 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 includes 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 transaction related 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. In the case of “wholesale” residual revenue in which the Company bears risk of chargebacks and performs underwriting on the merchants, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing fees as expenses. In cases of residual revenue where the Company is not responsible for merchant underwriting and has no chargeback liability, the Company records the amount it receives from the processor net of interchange and other processing fees as revenue. The Company acts as an ISO selling alternative financing and working capital solutions (merchant cash advances) to small and medium sized businesses using a variety of third party funding sources. As an ISO, we earn commissions from capital funders by placing their financial products with our merchant customers. This portion of our business does not yet represent a significant portion of our revenues, costs or assets. 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 processing partners. These residual payments are determined based on transaction fees and revenues from the credit and debit card processing activity of merchants for which the Company’s processing partners pay the Company. 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. Residual Portfolios Residual portfolios are valued at fair value on the date of acquisition and are amortized over their estimated useful lives (7 years). Equity Investments Equity investments are valued at fair value on the date of acquisition using the equity method of accounting and adjusted in subsequent periods for the Company’s share of the investment’s earnings and distributions. 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, purchase accounting, allowances, and equity investments. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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, Other Receivables, 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. Note Receivable, Other Long Term Assets, Notes Payable, and Other Long Term Liabilities. The carrying amounts approximate the fair value as the notes bear interest rates that are consistent with current market rates. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 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, 2018 and early adoption is not permitted. The Company is currently evaluating the potential effect of this standard on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the potential effect of this standard on its consolidated financial statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 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. The Company reports its deferred tax asset net of a 100% valuation allowance at December 31, 2015 as the Company has not yet achieved profitability in any full year. The reconciliation of the statutory rate to the Company’s effective income tax rate for the year ended December 31, 2015 is as follows: For the Year Ended December 31, 2015 For the Year Ended December 31, 2014 Statutory Rate (34 )% (34 )% State income tax, net of federal income tax benefit (3 )% (3 )% Valuation Allowance 37 % 37 % Effective Rate - % - % Significant components of the Company’s deferred income taxes are as follows: For the Years Ended 2015 2014 Deferred Tax Assets Net operating loss carryforwards $ 714,560 $ 490,605 Accrued compensation 289,523 150,324 Other accrued liabilities 52,503 36,183 Depreciation and amortization 34,860 22,033 Total deferred tax assets 1,091,446 699,145 Valuation allowance (1,091,446 ) (699,145 ) Net deferred tax asset - - Deferred tax liabilities - - 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 2012 through 2014 remain subject to examination by Federal and state taxing authorities. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity [Abstract] | |
STOCKHOLDERS EQUITY | 6. STOCKHOLDERS EQUITY On April 21, 2014 the Company issued one share of Series A Preferred Stock to the each of 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, then 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. On November 30, 2015, in connection with its acquisition of the U.S. assets and operations of Calpian Inc., the Company issued warrants to purchase an aggregate of 5,452,458 shares of the Company’s common stock at an exercise price of $0.05 per share, subject to adjustments. The warrants expire on November 30, 2025. We estimate the fair value of warrants and stock options when issued or vested using the Black-Scholes options pricing model and subsequent changes in fair value are not recognized. Option pricing models require the input of highly subjective assumptions. We determined, using the Black-Scholes options pricing model, that these warrants have no current value, based on a maturity date of 5 years, a risk-free interest rate of 2.230%, and a calculated volatility rate of 8.530%, using historical stock prices of the Company. |
Stock Options and Compensation
Stock Options and Compensation | 12 Months Ended |
Dec. 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 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 $267,816 and $424,040 for the fiscal years ended December 31, 2015 and 2014, respectively, 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 27,778 shares vesting on the last day of each calendar month commencing with September 30, 2014, and 27,805 shares vesting on the last day of the 36 th On June 1, 2015, the Company issued 2,000,000 shares of its Common Stock to an executive in connection with the executive’s employment and the use of certain trade names and brands owned by the executive. 500,000 shares vested upon grant and an additional 500,000 shares were scheduled to vest on June 1, 2016, June 1, 2017, and June 1, 2018. The Company terminated the executive’s employment in January 2016, and the shares subject to vesting were forfeited. The executive is currently disputing the forfeiture of these shares. Compensation expense related to these grants recorded for the fiscal year ended December 31, 2015 was $15,000. For the Years Ended December 31, Restricted Stock Grants 2015 2014 Shares outstanding on January 1 5,465,608 — Granted 2,000,000 5,465,608 Forfeited — — Shares outstanding on December 31 7,465,608 5,465,608 Shares vested at December 31 4,143,739 2,884,573 For the Years Ended December 31, Stock Options 2015 2014 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options outstanding at January 1 1,000,000 $ 0.09 — — Granted — — 1,000,000 $ 0.09 Exercised — — — — Forfeited — — — — Options outstanding December 31 1,000,000 $ 0.09 1,000,000 $ 0.09 Shares exercisable at December 31 444,448 $ 0.09 111,112 $ 0.09 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions [Abstract] | |
ACQUISITIONS | 8. ACQUISITIONS 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 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 was recorded as goodwill on the Company’s consolidated balance sheet. On November 30, 2015, eVance Processing Inc. (“eVance”), a wholly owned subsidiary of the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Calpian, Inc. (“Calpian”), Calpian Residual Acquisition, LLC (“CRA”) and Calpian Commerce, Inc., a wholly owned subsidiary of Calpian (“CCI,” and collectively with Calpian and CRA, the “Sellers”). Pursuant to the Purchase Agreement, eVance acquired substantially all of the U.S. assets and operations of the Sellers. In consideration for the acquired assets, eVance assumed certain of the Sellers’ liabilities, including an aggregate of $9,000,000 of notes payable and certain of the Sellers’ outstanding contractual obligations. On April 12, 2016, eVance entered into an agreement with the Sellers and a cancellation of securities acknowledgement with one of eVance’s note holders whereby the noteholder cancelled their note in the amount of $720,084 and Calpian issued eVance a note in the amount of $675,000 in exchange for eVance waiving any claims for breach of the Purchase Agreement between eVance and Sellers. The $675,000 note bears simple interest of 12% per annum payable monthly, matures on November 30, 2017 and is secured by 2,000,000 shares of Calpian common stock. As part of the Purchase Agreement, eVance acquired several residual portfolios including the supporting contracts (residual purchase agreements). eVance, as successor under one of these residual purchase agreements, has sued a third party for breach of contract on the residual purchase agreement between the third party and Seller and has claimed damages in excess of $1,500,000. eVance has agreed to apply any recovery from such litigation (less costs) against the principle balance of the $675,000 note up to a maximum of $675,000. The Company reflected the cancellation of the $720,084 note and the receipt of the $675,000 Calpian note as a $1,395,084 reduction in goodwill. In addition, the noteholder cancelled and returned a warrant to purchase 360,042 shares of the Company’s common stock. The following is a summary of the estimated fair values of the assets acquired and liabilities assumed on November 30, 2015: Cash and cash equivalents $ 257,886 Accounts receivable 461,647 Other current assets 167,058 Property and equipment, net 174,403 Residual portfolios 2,540,690 Equity investments 164,790 Deposits 532,617 Total assets 4,299,091 Accounts payable 25,000 Accrued liabilities 143,089 Total liabilities 168,089 Fair value of net assets acquired $ 4,131,002 Calpian note received $ 675,000 Fair value of debt assumed $ 8,279,916 Goodwill recognized on acquisition $ 3,473,914 The fair value of the net assets acquired less the fair value of debt assumed resulted in a difference of $3,473,914, which has been recorded as goodwill in the Company’s consolidated balance sheets. The consolidated statements of operations for the fiscal year ended December 31, 2015 includes the financial results of eVance since the date of acquisition, November 30, 2015, through December 31, 2015. During this period, eVance’s revenues were $1,022,073 and its net income was $64,965. Pro Forma Financial Information (Unaudited) The information that follows provides supplemental information about pro forma revenues and net income (loss) attributable to the Company as if the acquisitions of Calpian’s US assets by eVance and 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 eVance been a combined entity during 2014 and 2015. Years Ended Selected Pro Forma Financial Information December 31, 2015 2014 Excel Calpian U.S. Assets Total Excel Calpian U.S. Assets Securus Total Revenues $ 17,599,332 $ 14,621,149 $ 32,220,481 $ 9,565,239 $ 21,468,887 $ 3,622,141 $ 34,656,267 Net income (loss) attributable to the Company $ (1,622,494 ) $ 72,942 $ (1,549,552 ) $ (436,881 ) $ 3,639,431 $ (542,294 ) $ 2,660,256 Net income (loss) attributable to the Company per common share - basic and diluted $ (0.02 ) $ 0.001 $ (0.02 ) $ (0.005 ) $ 0.04 $ (0.006 ) $ 0.03 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 9. PROPERTY AND EQUIPMENT Property and equipment consists of the following for the years ending: December 31, 2015 December 31, 2014 Computer software $ 219,146 $ 6,588 Equipment 285,597 162,524 Furniture & fixtures 99,688 75,162 Construction in process - 30,000 Leasehold improvements 119,942 110,041 Total cost 724,373 384,315 Less accumulated depreciation and amortization (256,305 ) (153,683 ) Property and equipment – net $ 468,068 $ 230,632 |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 $16,153 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. eVance leases its Georgia office facilities under an operating lease expiring in June 2016. Monthly lease payments range from $2,248 to $7,295 throughout the term of the lease. Total rent expense for the year ended December 31, 2015 was $438,109, compared to $279,995 for the year ended December 31, 2014. The future minimum lease payments required under long-term operating leases as of December 31, 2015 are as follows: 2016 $ 455,324 2017 361,010 2018 369,558 2019 225,795 2020 6,429 Total $ 1,418,116 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 11. NOTES PAYABLE The following summarizes the Company’s outstanding notes payable for the years ending: December 31, 2015 December 31, 2014 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 $ 681,361 $ 1,032,960 Note payable to Ecig, due in monthly installments of $26,207 beginning October 2014 through September 2015, including interest at 6%, secured by 1,000,000 shares of the Company’s common stock owed to the Company by Ecig - 230,075 Note payable to SME Funding LLC, due December 1,2016, bearing simple interest at 12%, secured by the Company’s residual portfolio 500,000 - Notes payable due December 1, 2016, bearing interest at 12%, secured by the assets of eVance 8,029,916 - Total 9,211,277 1,263,035 Less current portion (8,984,544 ) (581,674 ) Long-term portion of notes payable $ 226,733 $ 681,361 Future maturities of notes as of December 31, 2015 are as follows: 2016 8,984,544 2017 226,733 Total $ 9,211,277 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 statement of operations. 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 certain of the Company’s residuals. 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. On November 30, 2015, in connection with the purchase of the U.S. assets and operations of Calpian, eVance assumed an aggregate of $9,000,000 of notes payable, including $6.0 million of debt issued pursuant to a note offering conducted by Calpian and in which the Company invested $250,000. Concurrently, eVance issued amended promissory notes (the “Notes”) in favor of each lender (collectively, the “Lenders”) evidencing eVance’s assumption of $9,000,000 of indebtedness. Pursuant to a purchase price adjustment agreement dated April 12, 2016, the principal value of the notes was reduced to $8,279,916 (see Note 13). The Notes and eVance’s obligations under the Loan Agreement are unconditionally guaranteed by the Company, as set forth in the Guarantee, dated November 30, 2015 (the “Guarantee”), entered into by the Company in favor of each of the Lenders. The Notes bear interest at an annual rate of 12% for the first seven months, after which the annual interest rate will increase by one percentage point per month each month until the annual interest rate is 17%. Interest payments on the Notes are payable monthly, with the first payment being made on December 5, 2015. Principal on the Notes are due November 30, 2016, and may be prepaid without penalty at eVance’s discretion. The Loan Agreement contains customary events of default, including, but not limited to, non-payment of principal or other amounts under the Notes, breach of covenants, certain voluntary and involuntary bankruptcy events, and the occurrence of a sale of all or substantially all of eVance’s assets. If any event of default occurs and is continuing, any Lender may upon notice to eVance and the other Lenders declare all amounts owed to be due (except for a bankruptcy event of default), in which case such amounts will automatically become due and payable. The $250,000 of Notes purchased by the Company have been eliminated in consolidation to reflect a net balance of $8,029,916. On October 23, 2015, SME Funding LLC advanced the Company $500,000 to help finance the acquisition of the US assets of Calpian Inc by eVance. This advance was converted into a note maturing December 1, 2016 with interest only payable monthly at an annual rate of 12%. The note is secured by certain assets of the Company’s residual portfolios. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 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. 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. SCS is owned by the former members of Securus who are currently key employees of the Company. The advance was repaid in October 2014. On October 15, 2015, SME Funding LLC purchased a residual portfolio of $13,000 of monthly recurring revenue from the Company in exchange for $445,742. SME is wholly owned by Steven Lemma who is the Chief Executive Officer of the Securus. The $445,742 was recorded as a gain on the sale of residual portfolio on the accompanying statements of operations. On October 23, 2015, SME Funding LLC advanced the Company $500,000 to help finance the acquisition of the US assets of Calpian by eVance. This advance was converted into a note maturing December 1, 2016 with interest only payable monthly at an annual rate of 12%. The note is secured by certain assets of the Company’s residual portfolios. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS On February 15, 2016, SME Funding LLC purchased $35,000 of the Company’s residuals for $700,000 cash pursuant to a residual purchase agreement (“RPA”). Under the terms of the RPA, the Company is obliged to maintain the residual at $35,000 for a period of 20 months. In addition, the Company has the right to repurchase the residuals for $770,000 until October 17, 2017. As a result of the repurchase option, the Company will not account for the transaction as a sale but as a liability. On March 18, 2016, the Company issued 2,300,000 Shares of Series B Convertible Preferred Stock (“Series B Shares”) to each of Thomas A. Hyde Jr. and Robert L. Winspear (each a “Holder” and collectively the “Holders”) at a price of $0.05 per share pursuant to subscription agreements between the Company and the Holders. Mr. Hyde is the President, Chief Executive Officer and a Director of the Company. Mr. Winspear is the Chief Financial Officer of the Company. The Series B Shares are convertible into shares of the Company’s common stock par value $0.0001 (“Common Stock”) on a ratio of 1-to-1, subject to adjustment for stock splits and stock dividends. The Series B Shares rank senior to the Common Stock and other preferred shares and carry a liquidation preference of $.05 per share. Holders of the Series B Shares are entitled to receive dividends declared on the Company’s Common Stock on an as converted basis. Each Series B Share entitles the Holder thereof to 20 votes per share on all matters subject to voting by holders of the Company’s Common Stock. The issuance of a total of 4,600,000 shares of Series B Shares, entitles the Holders thereof to vote a combined 92,000,000 shares. Under the terms of the Series B Shares, the Company has the right to require a Holder to convert the Series B Shares into Common Stock at any time after the Holder resigns, is terminated or otherwise ceases to be an officer of the Company. In addition, the Company has the right at any time after July 18, 2016 to repurchase and retire all but not less than all of the Series B Preferred Stock for $0.05 per share provided that it gives notice to the Holder of the Company’s intent to redeem the shares and the Holder does not elect to convert the Series B Shares into Common Stock in lieu of the redemption. In connection with the issuance of the Series B Shares, the Company and the Holders executed a Stockholders Agreement (the “Agreement”) whereby the Holders agreed not to initiate directly or indirectly any stockholder vote or action, by written consent or otherwise, to increase the size or structure of the Company’s board of directors or remove any existing director, nor initiate directly or indirectly any stockholder vote or action by written consent or otherwise, to affect Holders’ executive compensation, bonus criteria and amounts, or other similar action. The Holders also agreed to convert the Series B Shares immediately upon termination, whether voluntary or involuntary, or upon their resignation for any reason. On April 12, 2016, eVance entered into an agreement with the Sellers and a cancellation of securities acknowledgement with one of eVance’s note holders whereby the noteholder cancelled their note in the amount of $720,084 and Calpian issued eVance a note in the amount of $675,000 in exchange for eVance and the Sellers mutually waiving any claims either party has or could have under the Purchase Agreement against one another. The $675,000 note bears simple interest of 12% per annum payable monthly and matures on November 30, 2017. As part of the Purchase Agreement, eVance acquired several residual portfolios including the supporting contracts (residual purchase agreements). eVance, as successor under one of these residual purchase agreements, has sued a third party for breach of contract on the residual purchase agreement between the third party and Seller and has claimed damages in excess of $1,500,000. eVance has agreed to apply any recovery from such litigation (less costs) against the principle balance of the $675,000 note up to a maximum of $675,000. The Company reflected the reduction in the assumed debt by $720,084 as a reduction in goodwill and a reduction in the debt assumed. In addition, the noteholder returned a warrant to purchase 360,042 shares of the Company’s common stock. On April 8, 2016 Securus and two executives of Securus signed a non-binding Memorandum of Understanding (“MOU”) whereby Securus would transfer the leasing operations of Securus to a new company formed by the executives (“Newco”) in return for a preferred marketing agreement whereby Newco would act as an ISO or agent for Excel. Under the terms of the MOU, Securus will provide Newco financial support totaling $550,000 over eight months and transfer substantially all of its assets except for is portfolio of recurring residual revenues to Newco. In addition, Securus will reimburse Newco for commissions that are currently payable to Securus employees and outside agents related to the residual portfolio. There can be no assurance that Securus will execute a definitive transaction with its executives or that the terms of that transaction differ materially from the MOU. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and December 31, 2014, the consolidated statements of operations and comprehensive income for the years ended December 31, 2015 and 2014, and the consolidated statements of cash flows for the years ended December 31, 2015 and 2014. 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 April 14, 2016, 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 includes 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 transaction related 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. In the case of “wholesale” residual revenue in which the Company bears risk of chargebacks and performs underwriting on the merchants, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing fees as expenses. In cases of residual revenue where the Company is not responsible for merchant underwriting and has no chargeback liability, the Company records the amount it receives from the processor net of interchange and other processing fees as revenue. The Company acts as an ISO selling alternative financing and working capital solutions (merchant cash advances) to small and medium sized businesses using a variety of third party funding sources. As an ISO, we earn commissions from capital funders by placing their financial products with our merchant customers. This portion of our business does not yet represent a significant portion of our revenues, costs or assets. |
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 processing partners. These residual payments are determined based on transaction fees and revenues from the credit and debit card processing activity of merchants for which the Company’s processing partners pay the Company. 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. |
Residual Portfolios | Residual Portfolios Residual portfolios are valued at fair value on the date of acquisition and are amortized over their estimated useful lives (7 years). |
Equity Investments | Equity Investments Equity investments are valued at fair value on the date of acquisition using the equity method of accounting and adjusted in subsequent periods for the Company’s share of the investment’s earnings and distributions. |
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, purchase accounting, allowances, and equity investments. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule reconciliation of the statutory rate | For the Year Ended December 31, 2015 For the Year Ended December 31, 2014 Statutory Rate (34 )% (34 )% State income tax, net of federal income tax benefit (3 )% (3 )% Valuation Allowance 37 % 37 % Effective Rate - % - % |
Schedule of deferred income taxes | For the Years Ended 2015 2014 Deferred Tax Assets Net operating loss carryforwards $ 714,560 $ 490,605 Accrued compensation 289,523 150,324 Other accrued liabilities 52,503 36,183 Depreciation and amortization 34,860 22,033 Total deferred tax assets 1,091,446 699,145 Valuation allowance (1,091,446 ) (699,145 ) Net deferred tax asset - - Deferred tax liabilities - - |
Stock Options and Compensation
Stock Options and Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stock Options and Compensation [Abstract] | |
Schedule of restricted stock grants | For the Years Ended December 31, Restricted Stock Grants 2015 2014 Shares outstanding on January 1 5,465,608 — Granted 2,000,000 5,465,608 Forfeited — — Shares outstanding on December 31 7,465,608 5,465,608 Shares vested at December 31 4,143,739 2,884,573 |
Schedule of stock options, activity | For the Years Ended December 31, Stock Options 2015 2014 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options outstanding at January 1 1,000,000 $ 0.09 — — Granted — — 1,000,000 $ 0.09 Exercised — — — — Forfeited — — — — Options outstanding December 31 1,000,000 $ 0.09 1,000,000 $ 0.09 Shares exercisable at December 31 444,448 $ 0.09 111,112 $ 0.09 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions [Abstract] | |
Summary of estimated fair values of assets acquired and liabilites assumed | 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 following is a summary of the estimated fair values of the assets acquired and liabilities assumed on November 30, 2015: Cash and cash equivalents $ 257,886 Accounts receivable 461,647 Other current assets 167,058 Property and equipment, net 174,403 Residual portfolios 2,540,690 Equity investments 164,790 Deposits 532,617 Total assets 4,299,091 Accounts payable 25,000 Accrued liabilities 143,089 Total liabilities 168,089 Fair value of net assets acquired $ 4,131,002 Calpian note received $ 675,000 Fair value of debt assumed $ 8,279,916 Goodwill recognized on acquisition $ 3,473,914 |
Schedule of selected proforma financial information | Years Ended Selected Pro Forma Financial Information December 31, 2015 2014 Excel Calpian U.S. Assets Total Excel Calpian U.S. Assets Securus Total Revenues $ 17,599,332 $ 14,621,149 $ 32,220,481 $ 9,565,239 $ 21,468,887 $ 3,622,141 $ 34,656,267 Net income (loss) attributable to the Company $ (1,622,494 ) $ 72,942 $ (1,549,552 ) $ (436,881 ) $ 3,639,431 $ (542,294 ) $ 2,660,256 Net income (loss) attributable to the Company per common share - basic and diluted $ (0.02 ) $ 0.001 $ (0.02 ) $ (0.005 ) $ 0.04 $ (0.006 ) $ 0.03 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
Schedule of Property and equipment | December 31, 2015 December 31, 2014 Computer software $ 219,146 $ 6,588 Equipment 285,597 162,524 Furniture & fixtures 99,688 75,162 Construction in process - 30,000 Leasehold improvements 119,942 110,041 Total cost 724,373 384,315 Less accumulated depreciation and amortization (256,305 ) (153,683 ) Property and equipment – net $ 468,068 $ 230,632 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of future minimum lease payments | 2016 $ 455,324 2017 361,010 2018 369,558 2019 225,795 2020 6,429 Total $ 1,418,116 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable [Abstract] | |
Schedule of notes payable | December 31, 2015 December 31, 2014 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 $ 681,361 $ 1,032,960 Note payable to Ecig, due in monthly installments of $26,207 beginning October 2014 through September 2015, including interest at 6%, secured by 1,000,000 shares of the Company’s common stock owed to the Company by Ecig - 230,075 Note payable to SME Funding LLC, due December 1,2016, bearing simple interest at 12%, secured by the Company’s residual portfolio 500,000 - Notes payable due December 1, 2016, bearing interest at 12%, secured by the assets of eVance 8,029,916 - Total 9,211,277 1,263,035 Less current portion (8,984,544 ) (581,674 ) Long-term portion of notes payable $ 226,733 $ 681,361 |
Schedule of future maturities | 2016 8,984,544 2017 226,733 Total $ 9,211,277 |
Organization and Operations (De
Organization and Operations (Details) | 12 Months Ended | |||
Dec. 31, 2015Subsidiary | Nov. 30, 2015USD ($) | Feb. 17, 2015 | Apr. 21, 2014 | |
Organization and Operations (Textual) | ||||
Number of wholly owned subsidiaries | Subsidiary | 3 | |||
Membership interest percentage | 90.00% | 100.00% | ||
Notes payable | $ | $ 8,279,916 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies (Textual) | |
Depreciation of property and equipment, Method | Straight-line method |
Useful Life of amortization term | 7 years |
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) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | ||
Statutory Rate | (34.00%) | (34.00%) |
State income tax, net of federal income tax benefit | (3.00%) | (3.00%) |
Valuation Allowance | 37.00% | 37.00% |
Effective Rate |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets | ||
Net operating loss carryforwards | $ 714,560 | $ 490,605 |
Accrued compensation | 289,523 | 150,324 |
Other accrued liabilities | 52,503 | 36,183 |
Depreciation and amortization | 34,860 | 22,033 |
Total deferred tax assets | 1,091,446 | 699,145 |
Valuation allowance | $ (1,091,446) | $ (699,145) |
Net deferred tax asset | ||
Deferred tax liabilities |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes (Textual) | |
Rate of valuation allowance on the deferred tax benefit | 100.00% |
Stockholders Equity (Details)
Stockholders Equity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2015 | Dec. 31, 2014 | Apr. 21, 2014 | Dec. 31, 2015 | |
Stockholders Equity (Textual) | ||||
Common stock share issued description | Company issued one share of Series A Preferred Stock to the each of the two previous members of Securus. | |||
Preferred stock exchange description | As long as a former member holds at least 9,000,000 shares of the Company's common stock, then 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). | |||
Common stock issued for services | 500,000 | |||
Exercise price | $ 0.05 | |||
Fair value of maturity date | 5 years | |||
Fair value of risk-free interest rate | 2.23% | |||
Fair value of volatility rate | 8.53% | |||
Transblue LLC | ||||
Stockholders Equity (Textual) | ||||
Common stock issued for services | 200,000 | |||
Additional shares issued | 800,000 | |||
Calpian Inc | ||||
Stockholders Equity (Textual) | ||||
Exercise price | $ 0.05 | |||
Common stock shares issued | 5,452,458 |
Stock Options and Compensatio34
Stock Options and Compensation (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options and Compensation [Abstract] | ||
Begining balance, Shares outstanding | 5,465,608 | |
Granted | 2,000,000 | 5,465,608 |
Forfeited | ||
Ending balance, Shares outstanding | 7,465,608 | 5,465,608 |
Shares vested at December 31 | 4,143,739 | 2,884,573 |
Stock Options and Compensatio35
Stock Options and Compensation (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options and Compensation [Abstract] | ||
Begining balance, Options outstanding | 1,000,000 | |
Granted | 1,000,000 | |
Exercised | ||
Forfeited | ||
Ending balance, Options outstanding | 1,000,000 | 1,000,000 |
Shares exercisable at December 31 | 444,448 | 111,112 |
Weighted Average Exercise Price, outstanding beginning | $ 0.09 | |
Weighted Average Exercise Price, Granted | $ 0.09 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, outstanding ending | $ 0.09 | $ 0.09 |
Weighted Average Exercise Price, Shares exercisable | $ 0.09 | $ 0.09 |
Stock Options and Compensatio36
Stock Options and Compensation (Details Textual) - USD ($) | Jun. 01, 2015 | May. 13, 2014 | Nov. 13, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 28, 2014 | Dec. 31, 2013 |
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 | $ 267,816 | $ 424,040 | |||||
Compensation expense | $ 3,333 | $ 1,111 | |||||
Shares issued for option | 1,000,000 | ||||||
Exercise price of options | $ 0.09 | $ 0.09 | $ 0.09 | ||||
Shares issued upon vested | 500,000 | ||||||
Compensation expense related to grants | $ 15,000 | ||||||
Executive [Member] | |||||||
Stock Options and Compensation (Textual) | |||||||
Stock issued during period, Shares | 2,000,000 | ||||||
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 | ||||||
Stock option vest, One [Member] | |||||||
Stock Options and Compensation (Textual) | |||||||
Shares issued for vesting option | 27,778 | ||||||
Stock option vest, Two [Member] | |||||||
Stock Options and Compensation (Textual) | |||||||
Shares issued for vesting option | 27,805 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Dec. 31, 2015 | Nov. 30, 2015 | Dec. 31, 2014 | Apr. 22, 2014 |
Summary of the estimated fair values of the assets acquired and liabilities assumed | ||||
Cash and cash equivalents | $ 257,886 | $ 34,563 | ||
Accounts receivable | 461,647 | 234,131 | ||
Inventory | 55,414 | |||
Prepaid expenses | 68,785 | |||
Fixed assets, net of depreciation | 449,296 | |||
Other current assets | 167,058 | |||
Property and equipment, net | 174,403 | |||
Residual portfolios | 2,540,690 | |||
Equity investments | 164,790 | |||
Deposits | 532,617 | |||
Other long term assets | 197,122 | |||
Total assets | 4,299,091 | 1,039,311 | ||
Accounts payable | 25,000 | 295,216 | ||
Accrued compensation | 67,663 | |||
Accrued liabilities | 143,089 | |||
Other accrued liabilities | 121,880 | |||
Notes payable | 2,438,260 | |||
Other long term liabilities | 17,383 | |||
Total liabilities | 168,089 | 2,940,402 | ||
Fair value of net assets acquired | 4,131,002 | (1,901,091) | ||
Calpian note received | $ 675,000 | 675,000 | ||
Fair value of debt assumed | 8,279,916 | 2,539,264 | ||
Goodwill recognized on acquisition | $ 7,914,269 | $ 3,473,914 | $ 4,440,355 | $ 4,440,355 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Selected Pro Forma Financial Information | ||
Revenues | $ 32,220,481 | $ 34,656,267 |
Net income (loss) attributable to the Company | $ (1,549,552) | $ 2,660,256 |
Net income (loss) attributable to the Company per common share - basic and diluted | $ (0.02) | $ 0.03 |
Excel [Member] | ||
Selected Pro Forma Financial Information | ||
Revenues | $ 17,599,332 | $ 9,565,239 |
Net income (loss) attributable to the Company | $ (1,622,494) | $ (436,881) |
Net income (loss) attributable to the Company per common share - basic and diluted | $ (0.02) | $ (0.005) |
Calpian U.S. Assets [Member] | ||
Selected Pro Forma Financial Information | ||
Revenues | $ 14,621,149 | $ 21,468,887 |
Net income (loss) attributable to the Company | $ 72,942 | $ 3,639,431 |
Net income (loss) attributable to the Company per common share - basic and diluted | $ 0.001 | $ 0.04 |
Securus [Member] | ||
Selected Pro Forma Financial Information | ||
Revenues | $ 3,622,141 | |
Net income (loss) attributable to the Company | $ (542,294) | |
Net income (loss) attributable to the Company per common share - basic and diluted | $ (0.006) |
Acquisitions (Details Textual)
Acquisitions (Details Textual) | Apr. 12, 2016USD ($)shares | Dec. 31, 2015USD ($) | Apr. 21, 2014USD ($)shares | Dec. 31, 2015USD ($)Subsidiary | Dec. 31, 2014USD ($) | Nov. 30, 2015USD ($) | Feb. 17, 2015 | Apr. 22, 2014USD ($) |
Acquisition of Subsidiary (Textual) | ||||||||
Membership interest percentage | 100.00% | 90.00% | ||||||
Number of wholly owned subsidiaries | Subsidiary | 3 | |||||||
Goodwill recognized on acquisition | $ 7,914,269 | $ 7,914,269 | $ 4,440,355 | $ 3,473,914 | $ 4,440,355 | |||
Revenues | 17,599,332 | 9,565,239 | ||||||
Net income | (1,622,494) | (436,881) | ||||||
Notes payable | 9,211,277 | $ 9,211,277 | $ 1,263,035 | |||||
Subsequent Event [Member] | ||||||||
Acquisition of Subsidiary (Textual) | ||||||||
Warrant to purchase of common stock | shares | 360,042 | |||||||
Reduction in goodwill and debt assumed | $ 720,084 | |||||||
E-Cig Agreement [Member] | ||||||||
Acquisition of Subsidiary (Textual) | ||||||||
Common stock issued | shares | 2,000,000 | |||||||
Membership interest percentage | 10.00% | |||||||
Agreement to guaranty | $ 1,500,000 | |||||||
Residual Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||
Acquisition of Subsidiary (Textual) | ||||||||
Loss contingency,litigation description | Purchase Agreement, eVance acquired several residual portfolios including the supporting contracts (residual purchase agreements). eVance, as successor under one of these residual purchase agreements, has sued a third party for breach of contract on the residual purchase agreement between the third party and Seller and has claimed damages in excess of $1,500,000. eVance has agreed to apply any recovery from such litigation (less costs) against the principle balance of the $675,000 note up to a maximum of $675,000. | |||||||
Messrs. Robirds, and Lemma [Member] | Common Stock [Member] | ||||||||
Acquisition of Subsidiary (Textual) | ||||||||
Common stock issued | shares | 20,400,000 | |||||||
Messrs. Robirds, and Lemma [Member] | Series A Preferred Stock [Member] | ||||||||
Acquisition of Subsidiary (Textual) | ||||||||
Common stock issued | shares | 2 | |||||||
Payprotec Oregon, LLC [Member] | ||||||||
Acquisition of Subsidiary (Textual) | ||||||||
Membership interest percentage | 90.00% | |||||||
Securus Consultants, LLC [Member] | ||||||||
Acquisition of Subsidiary (Textual) | ||||||||
Membership interest percentage | 100.00% | |||||||
Securus Consultants, LLC [Member] | Messrs. Robirds, and Lemma [Member] | ||||||||
Acquisition of Subsidiary (Textual) | ||||||||
Term of employment agreement | 3 years | |||||||
eVance Processing Inc. [Member] | ||||||||
Acquisition of Subsidiary (Textual) | ||||||||
Revenues | 1,022,073 | |||||||
Net income | $ 64,965 | |||||||
Notes payable aggregate amount | $ 9,000,000 | |||||||
eVance Processing Inc. [Member] | Subsequent Event [Member] | ||||||||
Acquisition of Subsidiary (Textual) | ||||||||
Notes payable | $ 720,084 | |||||||
Interest rate | 12.00% | |||||||
Debt instrument principal amount | $ 675,000 | |||||||
Litigation amount | $ 675,000 | |||||||
Calpian Inc | Subsequent Event [Member] | ||||||||
Acquisition of Subsidiary (Textual) | ||||||||
Common stock issued | shares | 2,000,000 | |||||||
Notes payable | $ 675,000 | |||||||
Reduction in goodwill and debt assumed | $ 1,395,084 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 724,373 | $ 384,315 |
Less accumulated depreciation and amortization | (256,305) | (153,683) |
Property and equipment - net | 468,068 | 230,632 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 219,146 | 6,588 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 285,597 | 162,524 |
Furniture & fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 99,688 | 75,162 |
Construction in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 30,000 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 119,942 | $ 110,041 |
Leases (Details)
Leases (Details) | Dec. 31, 2015USD ($) |
Future Minimum Lease Payments | |
2,016 | $ 455,324 |
2,017 | 361,010 |
2,018 | 369,558 |
2,019 | 225,795 |
2,020 | 6,429 |
Total | $ 1,418,116 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Rent expense | $ 438,109 | $ 279,995 |
Operating lease term | 63 months | |
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 | $ 16,153 | |
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 expiration date | Nov. 1, 2014 | |
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 | |
Georgia [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating lease expiration date | Jun. 30, 2016 | |
Georgia [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Monthly lease payments | $ 7,295 | |
Georgia [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Monthly lease payments | $ 2,248 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total | $ 9,211,277 | $ 1,263,035 |
Less current portion | (8,984,544) | (581,674) |
Long-term portion of notes payable | 226,733 | 681,361 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total | $ 681,361 | 1,032,960 |
Secured Debt One [Member] | ||
Debt Instrument [Line Items] | ||
Total | $ 230,075 | |
Secured Debt Two [Member] | ||
Debt Instrument [Line Items] | ||
Total | $ 500,000 | |
Secured Debt Three [Member] | ||
Debt Instrument [Line Items] | ||
Total | $ 8,029,916 |
Notes Payable (Details 1)
Notes Payable (Details 1) | Dec. 31, 2015USD ($) |
Future maturities of notes | |
2,016 | $ 8,984,544 |
2,017 | 226,733 |
Total | $ 9,211,277 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | Oct. 15, 2015 | Nov. 30, 2015 | Oct. 23, 2015 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Notes Payable (Textual) | ||||||
Gain on sale of residual portfolio | $ 445,742 | $ 2,800,000 | ||||
Notes payable | 9,211,277 | 1,263,035 | ||||
Consolidation eliminated reflect [Member] | ||||||
Notes Payable (Textual) | ||||||
Notes purchased | 250,000 | |||||
Notes payable | 8,029,916 | |||||
Blueacre Ventures Llc [Member] | ||||||
Notes Payable (Textual) | ||||||
Interest Rate | 15.00% | |||||
Monthly residuals | $ 100,000 | |||||
Gain on sale of residual portfolio | 2,800,000 | |||||
Debt instrument principal amount | $ 1,200,000 | |||||
Minimum interest rate | 11.00% | |||||
eVance [Member] | ||||||
Notes Payable (Textual) | ||||||
Interest Rate | 12.00% | |||||
Notes payable | $ 9,000,000 | |||||
Amount of debt issued pursuant to note offering | 6,000,000 | |||||
Invested amount | 250,000 | |||||
Aggregate amount of indebtedness | $ 9,000,000 | |||||
Increased percentage of debt | 17.00% | |||||
Reduction of note principal value | $ 8,279,916 | |||||
SME Funding LLC [Member] | ||||||
Notes Payable (Textual) | ||||||
Maturity date | Dec. 1, 2016 | |||||
Gain on sale of residual portfolio | $ 445,742 | |||||
Annual rate of interest | 12.00% | |||||
Advance from related parties | $ 445,742 | $ 500,000 | ||||
Secured Debt [Member] | ||||||
Notes Payable (Textual) | ||||||
Monthly installments | $ 48,333 | |||||
Interest Rate | 15.00% | |||||
Maturity date | May 31, 2017 | |||||
Notes payable | $ 681,361 | 1,032,960 | ||||
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 | Oct. 31, 2014 | |||||
Maturity date range, End | Sep. 30, 2015 | |||||
Notes payable | $ 230,075 | |||||
Secured Debt Two [Member] | ||||||
Notes Payable (Textual) | ||||||
Interest Rate | 12.00% | |||||
Maturity date | Dec. 1, 2016 | |||||
Notes payable | $ 500,000 | |||||
Secured Debt Three [Member] | ||||||
Notes Payable (Textual) | ||||||
Interest Rate | 12.00% | |||||
Maturity date | Dec. 1, 2016 | |||||
Notes payable | $ 8,029,916 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 15, 2015 | Jan. 14, 2014 | Oct. 23, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transactions (Textual) | |||||
Acquisition costs | $ 178,246 | ||||
Gain on sale of residual portfolio | $ 445,742 | $ 2,800,000 | |||
Ruben Azrak [Member] | |||||
Related Party Transactions (Textual) | |||||
Advance from related parties | $ 25,000 | ||||
SME Funding LLC [Member] | |||||
Related Party Transactions (Textual) | |||||
Monthly recurring revenue | $ 13,000 | ||||
Advance from related parties | 445,742 | $ 500,000 | |||
Gain on sale of residual portfolio | $ 445,742 | ||||
Maturity date | Dec. 1, 2016 | ||||
Annual rate of interest | 12.00% |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 12, 2016USD ($)shares | Apr. 08, 2016USD ($)Executives | Mar. 18, 2016shares | Feb. 15, 2016USD ($) | Oct. 23, 2015 | Dec. 31, 2015USD ($) | Nov. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Subsequent Event [Line Items] | ||||||||
Notes payable | $ 9,211,277 | $ 1,263,035 | ||||||
eVance [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Notes payable | $ 9,000,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrant to purchase of common stock | shares | 360,042 | |||||||
Reduction in goodwill and debt assumed | $ 720,084 | |||||||
Financial support amount | $ 550,000 | |||||||
Number of executive | Executives | 2 | |||||||
Subsequent Event [Member] | eVance [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument rate stated percentage | 12.00% | |||||||
Notes payable | $ 720,084 | |||||||
Debt instrument principal amount | 675,000 | |||||||
Litigation amount | 675,000 | |||||||
Subsequent Event [Member] | Calpian Inc | ||||||||
Subsequent Event [Line Items] | ||||||||
Notes payable | 675,000 | |||||||
Reduction in goodwill and debt assumed | $ 1,395,084 | |||||||
Subsequent Event [Member] | Series B Shares [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock splits description | The Series B Shares are convertible into shares of the Company's common stock par value $0.0001 (Common Stock) on a ratio of 1-to-1, subject to adjustment for stock splits and stock dividends | |||||||
Common stock voting description | Each Series B Share entitles the Holder thereof to 20 votes per share on all matters subject to voting by holders of the Company's Common Stock. The issuance of a total of 4,600,000 shares of Series B Shares, entitles the Holders thereof to vote a combined 92,000,000 shares. | |||||||
Residual Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Loss contingency,litigation description | Purchase Agreement, eVance acquired several residual portfolios including the supporting contracts (residual purchase agreements). eVance, as successor under one of these residual purchase agreements, has sued a third party for breach of contract on the residual purchase agreement between the third party and Seller and has claimed damages in excess of $1,500,000. eVance has agreed to apply any recovery from such litigation (less costs) against the principle balance of the $675,000 note up to a maximum of $675,000. | |||||||
Maturity date | Nov. 30, 2017 | |||||||
SME Funding LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Maturity date | Dec. 1, 2016 | |||||||
SME Funding LLC [Member] | Residual Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of residual portfolio to SME Funding LLC | $ 35,000 | |||||||
Cash from sale of residual portfolio | $ 700,000 | |||||||
Residual purchase agreement description | Under the terms of the RPA, the Company is obliged to maintain the residual at $35,000 for a period of 20 months. | |||||||
Right to repurchase the residuals | $ 770,000 | |||||||
Thomas A. Hyde, Jr. [Member] | Subsequent Event [Member] | Series B Shares [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Issued shares of Series B Convertible preferred stock | shares | 2,300,000 | |||||||
Robert L. Winspear [Member] | Subsequent Event [Member] | Series B Shares [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Issued shares of Series B Convertible preferred stock | shares | 2,300,000 |