Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 09, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | SPORTS FIELD HOLDINGS, INC. | |
Entity Central Index Key | 1,539,551 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 16,087,389 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 61,400 | |
Accounts receivable | $ 367,215 | 151,168 |
Costs and estimated earnings in excess of billings | 152,533 | 137,016 |
Prepaid expenses and other current assets | 162,211 | 10,346 |
Total current assets | 681,959 | 359,930 |
Property, plant and equipment, net | 13,235 | 14,249 |
Deposits | 2,090 | 2,090 |
Total assets | 697,284 | $ 376,269 |
Current liabilities | ||
Cash overdraft | 1,767 | |
Accounts payable and accrued expenses | 1,817,314 | $ 1,896,557 |
Billings in excess of costs and estimated earnings | 13,149 | |
Provision for estimated losses on uncompleted contracts | 113,364 | $ 130,046 |
Promissory notes | 267,312 | 313,993 |
Convertible notes payable, net of debt discount of $90,782 and $40,594, respectively and debt issuance costs of $0 and $23,037, respectively | 523,662 | 536,369 |
Total Liabilities | $ 2,736,568 | $ 2,876,965 |
Stockholders' equity | ||
Preferred stock, $0.00001 par value; 20,000,000 shares authorized, none issued and outstanding | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized, 15,506,940 and 13,915,331 issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 155 | $ 138 |
Additional paid in capital | 9,362,353 | 7,773,184 |
Common stock subscription receivable | (4,500) | (4,500) |
Accumulated deficit | (11,397,292) | (10,269,518) |
Total stockholders' equity (deficit) | (2,039,284) | (2,500,696) |
Total liabilities and stockholders' equity (deficit) | $ 697,284 | $ 376,269 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Net of debt discount on convertible notes payable | $ 90,782 | $ 40,594 |
Debt issuance costs | $ 0 | $ 23,037 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 15,506,940 | 13,915,331 |
Common stock, shares outstanding | 15,506,940 | 13,915,331 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | ||
Contract revenue | $ 811,075 | $ 517,860 |
Total revenue | 811,075 | 517,860 |
Cost of sales | ||
Contract cost of sales | 763,860 | 401,738 |
Total cost of sales | 763,860 | 401,738 |
Gross profit | 47,215 | 116,122 |
Operating expenses | ||
Selling, general and administrative | 955,204 | $ 441,722 |
Research & development | 59,773 | |
Depreciation | 1,014 | $ 7,226 |
Total operating expenses | 1,015,991 | 448,948 |
Net loss from operations | (968,776) | (332,826) |
Other income (expense), net | ||
Interest, net | (159,239) | $ 3,115 |
Miscellaneous income | 241 | |
Total other income (expense), net | (158,998) | $ 3,115 |
Net loss before income taxes | $ (1,127,774) | $ (329,711) |
Provision for income taxes | ||
Net loss | $ (1,127,774) | $ (329,711) |
Net loss per common share, basic | $ (0.08) | $ (0.02) |
Net loss per common share, diluted | $ (0.08) | $ (0.02) |
Weighted average common shares outstanding, basic | 14,816,690 | 13,537,608 |
Weighted average common shares outstanding, diluted | 14,816,690 | 13,537,608 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,127,774) | $ (329,711) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,014 | $ 7,226 |
Amortization of debt issuance costs | 23,037 | |
Amortization of debt discount | 69,520 | |
Accretion of original issue discount | 2,010 | |
Common stock and options issued to consultants and employees | 557,071 | $ 20,884 |
Changes in operating assets and liabilities: | ||
Cash overdraft | 1,767 | |
Accounts receivable | (216,047) | |
Prepaid expenses | (57,159) | $ (42,120) |
Accounts payable and accrued expenses | (38,743) | 198,648 |
Costs and estimated earnings in excess of billings | (15,517) | (276,313) |
Billings in excess of costs and estimated earnings | 13,149 | $ 373,189 |
Provision for estimated losses on uncompleted contracts | (16,682) | |
Net cash used in operating activities | (804,354) | $ (48,197) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds of convertible notes | 150,000 | |
Repayments of convertible notes | (150,000) | |
Repayments of promissory notes | (141,387) | |
Proceeds from common stock subscriptions | 884,341 | |
Net cash provided by financing activities | 742,954 | |
Increase (decrease) in cash | (61,400) | $ (48,197) |
Cash, beginning of period | $ 61,400 | 523,492 |
Cash, end of period | $ 475,295 | |
Cash paid during the period for: | ||
Interest | $ 47,372 | |
Taxes | ||
Non cash investing and financing activities: | ||
Notes issued for insurance premiums | $ 94,706 | |
Debt discount - beneficial conversion feature | 67,637 | |
Debt discount paid in the form of common shares | 80,137 | |
Stock issuance costs paid in the form of warrants | 41,340 | |
Increase in principal amount of convertible notes in conjunction with debt modification | $ 40,500 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2016 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS Sports Field Holdings, Inc. (“the Company”, “Sports Field Holdings”, “we”, “our”, or “us”) is a Nevada corporation engaged in product development, engineering, manufacturing, and the construction, design and building of athletic facilities, as well as supplying its own proprietary high end synthetic turf products to the sports industry. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed financial position of the Company as of March 31, 2016 and the results of operations for the three months ended March 31, 2016 and cash flows for the three months ended March 31, 2016. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the operating results for the full year ending December 31, 2016 or any other period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2015 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on April 12, 2016. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Sports Field Holdings, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the accounts receivable allowance for doubtful accounts, percentage of completion revenue recognition method, the useful life of fixed assets and assumptions used in the fair value of stock-based compensation. Revenues and Cost Recognition Revenues from construction contracts are included in contract revenue in the condensed consolidated statements of operations and are recognized under the percentage-of-completion accounting method. The percent complete is measured by the cost incurred to date compared to the estimated total cost of each project. This method is used as management considers expended cost to be the best available measure of progress on these contracts, the majority of which are completed within one year, but may occasionally extend beyond one year. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the life of the contracts. Contract costs include all direct material and labor costs and those indirect costs related to contract performance and completion. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. General and administrative costs are charged to expense as incurred. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions are recognized in the period in which they are determined. Costs and estimated earnings in excess of billings are comprised principally of revenue recognized on contracts (on the percentage-of-completion method) for which billings had not been presented to customers because the amounts were not billable under the contract terms at the balance sheet date. In accordance with the contract terms, any unbilled receivables at period end will be billed subsequently. Amounts are billed based on contractual terms. Billings in excess of costs and estimated earnings represent billings in excess of revenues recognized. Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. As of March 31, 2016 and December 31, 2015 the company did not have any cash equivalents. Property, Plant and Equipment Property, plant and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, which generally range from 3 to 5 years. Gains and losses from the retirement or disposition of property and equipment are included in operations in the period incurred. Maintenance and repairs are expensed as incurred. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Awards granted to directors are treated on the same basis as awards granted to employees. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable, net of the allowance for doubtful accounts. As of March 31, 2016 and December 31, 2015, the Company’s accounts receivable balance was $367,215 and $151,168, respectively, and the allowance for doubtful accounts is $0 in each period. Research and Development Research and development expenses are charged to operations as incurred. For the three months ended March 31, 2016 and 2015, the Company incurred research and development expenses of $59,773 and $0, respectively. Warranty Costs The Company generally provides a warranty on the products installed for up to 8 years with certain limitations and exclusions based upon the manufacturer’s product warranty; therefore the Company does not believe a warranty reserve is required as of March 31, 2016 and December 31, 2015. Fair Value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. When the Company records a BCF the relative fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument. The debt discount attributable to the BCF is amortized over the period from issuance to the date that the debt matures. Derivative Instruments The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-15. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Net Income (Loss) Per Common Share The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share excludes potentially dilutive securities because their inclusion would be anti-dilutive. Anti-dilutive securities excluded from the computation of basic and diluted net loss per share for the three months ended March 31, 2016 and 2015, respectively, are as follows: March 31, 2016 2015 Warrants to purchase common stock 600,480 500,000 Options to purchase common stock 622,500 25,000 Unvested restricted common shares 100,000 - Convertible Notes 670,136 - Totals 1,993,116 525,000 Shares outstanding Shares outstanding include shares of unvested restricted stock. Unvested restricted stock included in reportable shares outstanding was 100,000 and 0 shares as of March 31, 2016 and 2015, respectively. Shares of unvested restricted stock are excluded from our calculation of basic weighted average shares outstanding, but their dilutive impact is added back in the calculation of diluted weighted average shares outstanding. Significant Customers The Company’s business focuses on securing a smaller number of high quality, highly profitable projects, which sometimes results in having a concentration of accounts receivable among a few customers. This concentration of accounts receivable is customary among the design and build industry for a company of our size. As we continue to grow and are awarded more projects, this concentration will continue to decrease. At March 31, 2016, the Company had two customer representing 99.6% of the total accounts receivable balance. At December 31, 2015, the Company had two customer representing 94% of the total accounts receivable balance For the three months ended March 31, 2016, the Company had three customers that represented 94% of the total revenue and for the three months ended March 31, 2015, the Company had one customer that represented 94% of the total revenue. Reclassifications Certain items in the prior year financial statements have been reclassified to conform to the current year presentation. Recently Adopted Accounting Guidance In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation-Stock Compensation We adopted the provisions of ASU 2014-12 on January 1, 2016. The adoption of ASU 2014-12 did not impact our condensed consolidated financial position, results of operations or cash flows. Recent Accounting Guidance Not Yet Adopted During May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB voted to delay the effective date of ASU 2014-09 by one year to the first quarter of 2018 to provide companies sufficient time to implement the standards. Early Adoption will be permitted, but not before the first quarter of 2017. Adoption can occur using one of two prescribed transition methods. The Company is currently evaluating the impact of the new standard. In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-15, Presentation of Financial Statements-Going Concern. In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, “Leases” (topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-06, “Derivatives and Hedging” (topic 815). The FASB issued this update to clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this update is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. In April 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. In April 2016, the Financial Accounting Standards Board (‘FASB”) issued Accounting Standards Update (“ASU”) No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (topic 606). In March 2016, the Financial Accounting Standards Board (‘FASB”) issued Accounting Standards Update (“ASU”) No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity's promise to grant a license provides a customer with either a right to use an entity's intellectual property or a right to access an entity's intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity's adoption of ASU 2014-09, which we intend to adopt for interim and annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of the new standard. There were no other new accounting pronouncements that were issued or became effective since the issuance of our 2015 Annual Report on Form 10-K that had, or are expected to have, a material impact on our condensed consolidated financial position, results of operations or cash flows. Subsequent Events Management has evaluated subsequent events or transactions occurring through the date on which the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN As reflected in the accompanying condensed consolidated financial statements, as of March 31, 2016 the Company had a cash deficit of $(1,767) and a working capital deficit of $(2,054,609). Furthermore, the Company had a net loss and net cash used in operations of $(1,127,774) and (804,354), respectively, for the three months ended March 31, 2016 and an accumulated deficit totaling $(11,397,292). These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations as a going concern is dependent on Management's plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including but not limited to term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Costs and Estimated Earnings on
Costs and Estimated Earnings on Contracts in Process | 3 Months Ended |
Mar. 31, 2016 | |
Costs and Estimated Earnings on Contracts in Process [Abstract] | |
COSTS AND ESTIMATED EARNINGS ON CONTRACTS IN PROCESS | NOTE 4 – COSTS AND ESTIMATED EARNINGS ON CONTRACTS IN PROCESS Following is a summary of costs, billings, and estimated earnings on contracts in process as of March 31, 2016 and December 31, 2015: March 31, December 31, 2016 2015 Costs incurred on contracts in progress $ 4,107,520 $ 5,395,046 Estimated earnings (losses) (584,767 ) (863,259 ) 3,522,752 4,531,787 Less billings to date (3,496,732 ) (4,524,817 ) $ 26,020 $ 6,970 The above accounts are shown in the accompanying condensed consolidated balance sheet under these captions at March 31, 2016 and December 31, 2015: March 31, December 31, 2016 2015 Costs and estimated earnings in excess of billings $ 152,533 $ 137,016 Billings in excess of costs and estimated earnings (13,149 ) - Provision for estimated losses on uncompleted contracts (113,364 ) (130,046 ) $ 26,020 $ 6,970 Warranty Costs During the three months ended March 31, 2016 the Company incurred costs of approximately $9,592. The Company generally provides a warranty on the products installed for up to 8 years with certain limitations and exclusions based upon the manufacturer’s product warranty; therefore, the Company does not believe a warranty reserve is required as of March 31, 2016. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following: March 31, 2016 December 31, 2015 Furniture and equipment $ 20,278 $ 20,278 Total 20,278 20,278 Less: accumulated depreciation (7,043 ) (6,029 ) $ 13,235 $ 14,249 Depreciation expense for the years ended March 31, 2016 and 2015 was $1,014 and $7,226, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt [Abstract] | |
DEBT | NOTE 6 – DEBT Convertible Notes On May 7, 2015, the Company issued unsecured convertible promissory notes (collectively the “Notes”) in an aggregate principal amount of $450,000 to three accredited investors (collectively the “Note Holders”) through a private placement. The notes pay interest equal to 9% of the principal amount of the notes, payable in one lump sum, and mature on February 1, 2016 unless the notes are converted into common stock if the Company undertakes a qualified offering of securities of at least $2,000,000 (the “Qualified Offering”). The principal of the notes are convertible into shares of common stock at a conversion price that is the lower of $1.00 per share or the price per share offered in a Qualified Offering. In order to induce the investors to invest in the notes, one of the Company’s shareholders assigned an aggregate of 45,000 shares of his common stock to such investors. The Company recorded a $45,000 debt discount relating to the 45,000 shares of common stock issued with an offsetting entry to additional paid in capital. The debt discount shall be amortized to interest expense over the life of the notes. As part of the transaction, we incurred placement agent fees of $22,500 and legal fees of $22,500 which were recorded as debt issue costs and shall be amortized over the life of the notes. The outstanding principal balance on the notes at December 31, 2015 was $450,000. The notes matured on February 1, 2016. On March 31, 2016, the Note Holders entered into a letter agreement whereby, effective as of February 1, 2016, they waived any and all defaults that may or may not have occurred prior to the date thereof (the “Waiver”). As consideration for the Waiver, the Company issued the Note Holders an aggregate of 45,000 shares of the Company’s common stock. The principal amount on the Notes increased from $450,000 to $490,500 as the initial interest amount, $40,500 as of February 1, 2016, was added to the principal amount of the Notes. The maturity date of the Notes was extended to July 1, 2016 and the Notes shall pay interest as of February 1, 2016 at a rate of 9% per annum, payable in one lump sum on the maturity date. In addition, on any note conversion date from February 1, 2016 through July 1, 2016, the Notes are convertible into shares of the Company’s common stock at a conversion price of $1.00 per share. On any Note conversion after July 1, 2016, the notes are convertible into shares of the Company’s common stock at a conversion price that is the lower of (i) $1.00 per share and (ii) the volume-weighted average price for the last five trading days preceding the conversion date. All remaining terms of the Notes remained the same. Glenn Tilley, a director of the Company, is the holder of $163,500 of principal of the aforementioned Notes. In accordance with ASC 470, since the present value of the cash flows under the new debt instrument was not at least ten percent different from the present value of the remaining cash flows under the terms of the original debt instrument, the Company accounted for the Waiver as a debt modification. Accordingly, the Company recorded a debt discount of $49,500 in the condensed consolidated balance sheet. The debt discount shall be amortized to interest expense over the life of the note. On August 19, 2015, we entered into a Securities Purchase Agreement (the “Agreement”) with a private investor (the “Investor”). Under the Agreement, the Investor agreed to purchase convertible debentures in the aggregate principal amount of up to $450,000 (together the “Debentures” and each individual issuance a “Debenture”), bearing interest at a rate of 0% per annum, with maturity on the thirty-six (36) month anniversary of the respective date of issuance. On the Initial Closing Date, we issued and sold to the Investor, and the Investor purchased from us, a first Debenture in the principal amount of $150,000 for a purchase price of $135,000. $15,000 was recorded as an original issue discount and will be accreted over the life of the note to interest expense. The Agreement provides that, subject to our compliance with certain conditions to closing, at the request of the Company and approval by the Investor, (i) we will issue and sell to the Investor, and the Investor will purchase from us, a second Debenture in the principal amount of $150,000 for a purchase price of $135,000 and (ii) thereafter, we will issue and sell to the Investor, and the Investor will purchase from us, a third Debenture in the principal amount of $150,000 for a purchase price of $135,000. The principal amount of the Debentures can be converted at the option of the Investor into shares of our common stock at a conversion price per share of $1.00 until the six month anniversary of each closing date. If the Debenture is not repaid within six months, the Investor will be able to convert such Debenture at a conversion price equal to 65% of the lowest closing bid price for our common stock during the previous 20 trading days, subject to the terms and conditions contained in the Debenture. If the Debentures are repaid within 90 days of the date of issuance, there is no prepayment penalty or premium. Following such time, a prepayment penalty or premium will apply. As part of the transaction, we agreed to pay the Investor $5,000 and issue 25,000 shares of our Common Stock for certain due diligence and other transaction related costs. In-addition the Company incurred placement agent fees of $7,500 and legal fees of $7,500. The Company recorded a $25,000 debt discount relating to the 25,000 shares of common stock issued. The debt discount shall be amortized to interest expense over the life of the note. The remaining fees were recorded as debt issue costs and shall be amortized over the life of the note. The Company assessed the conversion feature of the Debentures on the date of issuance and at end of each subsequent reporting period and concluded the conversion feature of the Debentures do not qualify as a derivative because there is no market mechanism for net settlement and it is not readily convertible to cash. The Company will reassess the conversion feature of the Debentures for derivative treatment at the end of each subsequent reporting period. The outstanding principal balance on the Debentures at December 31, 2015 was $150,000. On February 19, 2016, the Company paid the Debentures in full along with a prepayment penalty in the amount of $45,000. On February 22, 2016 (the “Effective Date”), the Company issued a convertible note in the principal aggregate amount of $170,000 to a private investor. The note pays interest at a rate of 12% per annum and matures on August 19, 2016 (the “Maturity Date”). The Note is convertible into shares of the Company’s common stock at a conversion price equal to: (i) from the Effective Date through the Maturity Date at $1.00 per share; and (ii) beginning one day after the Maturity Date, or notwithstanding the foregoing, at any time after the Company has registered shares of its common stock underlying the note in a registration statement on Form S-1 or any other form applicable thereto, the lower of $1.00 per share or the variable conversion price (as defined in the note). The Company used the proceeds of the note to pay off a debenture issued in favor of a private investor on August 19, 2015. The debenture was in the principal amount of $150,000 and as of the date of this filing the investor has been paid all principal and interest due in full satisfaction thereof. As additional consideration for issuing the note, on the Effective Date the Company issued to the investor 35,000 shares of the Company’s restricted common stock. The Company recorded a $30,637 debt discount relating to the 35,000 shares of common stock issued. The debt discount shall be amortized to interest expense over the life of the convertible note. The intrinsic value of the convertible note, when issued, gave rise to a beneficial conversion feature which was recorded as a discount to the note of $67,637 to be amortized over the period from issuance to the date that the debt matures. The Company assessed the conversion feature of the note on the date of issuance and at end of each subsequent reporting period and concluded the conversion feature of the note did not qualify as a derivative because there is no market mechanism for net settlement and it is not readily convertible to cash. The Company will reassess the conversion feature of the note for derivative treatment at the end of each subsequent reporting period. The outstanding principal balance on the convertible note at March 31, 2016 was $170,000. Promissory Notes On September 15, 2015, the Company entered into a short term loan agreement with an investor. The principal amount of the loan was $200,000. The first $100,000 of the loan is payable upon the Company raising $500,000 in a qualified offering. The remaining balances is payable upon the Company raising $1,000,000 in a qualified offering. The loan bears interest at a rate of 8%. As part of the transaction, we incurred placement agent fees of $10,000 which were recorded as debt issue costs and shall be amortized over the life of the loan. The outstanding principal balance on the loan at March 31, 2016 was $200,000. Subsequent to March 31, 2016, the Company paid $20,000 of principal on the loan. On September 21, 2015, the Company entered into a promissory note with an investor in the principal amount of $163,993. The Company received proceeds of $155,993 and $8,000 was recorded as an original issue discount which will be accreted over the life of the note to interest expense. The promissory note is due on demand and carries a 5.0% interest rate. The promissory note is secured by all assets of the Company. On November 17, 2015, the Company paid $50,000 of principal on the note. The outstanding principal balance on the note at December 31, 2015 was $113,993. During the three months ended March 31, 2016, the Company paid remaining note principal of $113,993 in full. As of March 31, 2016, accrued interest due was $2,486. On January 26, 2016, the Company entered into a finance agreement with IPFS Corporation (“IPFS”). Pursuant to the terms of the agreement, IPFS loaned the Company the principal amount of $65,006, which would accrue interest at 3.5% per annum, to partially fund the payment of the premium of the Company’s general liability insurance. The agreement requires the Company to make nine monthly payments of $7,328.66, including interest starting on February 27, 2016. As of March 31, 2016, the outstanding balance related to this finance agreement was $50,707. On November 30, 2015, the Company entered into a finance agreement with First Insurance Funding (“FIF”). Pursuant to the terms of the agreement, FIF loaned the Company the principal amount of $29,700, which would accrue interest at 3.8% per annum, to partially fund the payment of the premium of the Company’s directors and officers insurance. The agreement requires the Company to make nine monthly payments of $3,352.47, including interest starting on January 3, 2016. As of March 31, 2016, the outstanding balance related to this finance agreement was $16,604. |
Factor Agreement
Factor Agreement | 3 Months Ended |
Mar. 31, 2016 | |
Factor Agreement [Abstract] | |
FACTOR AGREEMENT | NOTE 7- FACTOR AGREEMENT On March 28, 2016, the Company entered into an agreement with a financial services company (the “Factor”) for the purchase and sale of accounts receivables. The financial services company advances up to 80% of qualified customer invoices and holds the remaining 20% as a reserve until the customer pays the financial services company. The released reserves are returned to the Company, less applicable discount fees. The Company is initially charged 2.0% on the face value of each invoice purchased and 0.008% for every 30 days the invoice remains outstanding. Uncollectable customer invoices are charged back to the Company after 90 days. As of March 31, 2016, the Company had not received advances from the Factor. As of the date of this filing, accounts receivable purchased by the Factor amounted to $353,648 and advances from the Factor amounted to $282,917. Advances from the Factor are collateralized by all accounts receivable of the Company. |
Stockholders Equity (Deficit)
Stockholders Equity (Deficit) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity (Deficit) [Abstract] | |
STOCKHOLDERS EQUITY (DEFICIT) | NOTE 8- STOCKHOLDERS EQUITY (DEFICIT) There is not yet a viable market for the Company’s common stock to determine its fair value, therefore management is required to estimate the fair value to be utilized in the determining stock-based compensation costs. In estimating the fair value, management considers recent sales of its common stock to independent qualified investors and other factors. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates. Preferred Stock The Company has authorized 20,000,000 shares of preferred stock, with a par value of $0.00001 per share. As of March 31, 2016 and December 31, 2015, the Company has -0- shares of preferred stock issued and outstanding. Common Stock The Company has authorized 250,000,000 shares of common stock, with a par value of $0.00001 per share. As of March 31, 2016 and December 31, 2015, the Company has 15,506,940 and 13,915,331 shares of common stock issued and outstanding, respectively. Common stock issued in placement of debt As part of a securities purchase agreement entered into on February 19, 2016, we agreed to issue an investor 35,000 shares of our common stock. Common stock issued in debt modification As part of a debt modification entered into on March 31, 2016, we agreed to issue three investors an aggregate of 45,000 shares of our common stock. Common stock issued for services On March 31, 2016, 1,000 shares of common stock were granted to a certain employee with a fair value of $1,100. During the three months ended March 31, 2016, 336,500 shares of common stock valued at $356,400 were issued to various consultants for professional services provided to the Company. As discussed in Note 10, Jeromy Olson was issued 250,000 shares of common stock valued at $275,000 as per the terms of his employment agreement with the company as Chief Executive Officer. Sale of common stock During the three months ended March 31, 2016, the Company sold 924,109 shares of common stock to investors in exchange for $1,016,520 in gross proceeds in connection with the private placement of the Company’s stock. In connection with the private placement the Company incurred fees of $132,179. In addition, 92,412 five year warrants with an exercise price of $1.10 were issued to the placement agent. The Company valued the warrants at $41,340 on the commitment date using a Black-Scholes-Merton option pricing model. The value of the warrants was a direct cost of the private placement and has been recorded as a reduction in additional paid in capital. Stock options issued for services During the three months year ended March 31, 2016, the Company's board of directors authorized the grant of 200,000 stock options, having a total fair value of approximately $97,500, with a vesting period of 2.00 years. These options expire on January 4, 2021. The Company uses the Black-Scholes option pricing model to determine the fair value of the options granted. In applying the Black-Scholes option pricing model to options granted, the Company used the following weighted average assumptions: For the Three Months Ended March 31, 2016 Risk free interest rate 1.73 % Dividend yield 0.00 % Expected volatility 45.25 % Expected life in years 5 Forfeiture Rate 0.00 % Since the Company has no trading history, volatility was determined by averaging volatilities of comparable companies. The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method i.e., expected term = ((vesting term + original contractual term) / 2) The following is a summary of the Company’s stock option activity during the three months ended March 31, 2016: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - January 31, 2016 430,000 $ 1.03 5.00 Granted 200,000 1.00 5.00 Exercised - - - Forfeited/Cancelled (7,500 ) 1.50 - Outstanding - Mach 31, 2016 622,500 $ 1.02 4.32 Exercisable - March 31, 2016 272,500 $ 1.04 4.17 At March 31, 2016 and 2015, the total intrinsic value of options outstanding was $60,000 and $0, respectively. At March 31, 2016 and 2015, the total intrinsic value of options exercisable was $25,000 and $0, respectively. Stock-based compensation for stock options has been recorded in the condensed consolidated statements of operations and totaled $34,571 for the three months ended March 31, 2016 and $10,884 for the three months ended March 31, 2015. As of March 31, 2016, the remaining balance of unamortized expense is $169,714 and is expected to be amortized over a remaining period of 1.5 years. Stock Warrants The following is a summary of the Company’s stock warrant activity during the three months ended March 31, 2016: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - January 1, 2016 508,068 $ 1.00 3.13 Granted 92,412 1.10 Exercised - - Forfeited/Cancelled - - Outstanding - March 31, 2016 600,480 $ 1.02 3.19 Exercisable - March 31, 2016 600,480 $ 1.02 3.19 At March 31, 2016 and 2015, the total intrinsic value of warrants outstanding and exercisable was $49,625 and $0, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS Jeromy Olson, the Chief Executive Officer of the Company, owns 33.3% of a sales management and consulting firm, NexPhase Global that provides sales services to the Company. These services include the retention of two full-time senior sales representatives including the current National Sales Director of the Company. Consulting expenses pertaining to the firm’s services were $61,000 for the three months ended March 31, 2016. Included in consulting expense for the three months ended March 31, 2016 was 10,000 shares of common stock valued at $11,000 issued to NexPhase Global. Consulting expenses pertaining to the firm’s services were $40,000 for the three months ended March 31, 2015. Included in consulting expense for the three months ended March 31, 2015 was 10,000 shares of common stock valued at $10,000 issued to NexPhase Global. Glenn Tilley, a director of the Company, was issued 15,000 shares of our common stock as part of a Waiver entered into with Mr. Tilley on March 31, 2016. (See Note 6 - Convertible Notes - May 7, 2015 Notes). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Services Agreements On August 12, 2015, the Company entered into a Services Agreement with Aranea Partners. Aranea Partners agreed to provide investor relations services to the Company for a period of 12 months. As compensation for the services, the Company issued 50,000 shares of the Company common stock on August 12, 2015. On August 12, 2016, the Company is obligated to issue an additional 100,000 shares of the Company’s common stock. The Company has recorded compensation expense relating to the agreement of $39,781 during the three months ended March 31, 2016. On August 4, 2015, the Company entered into a Services Agreement with a consultant. The consultant agreed to provide investor relations services to the Company for a period of 12 months. As compensation for the services, the Company was obligated to issue 62,500 shares of the Company common stock on August 16, 2015. On November 15, 2016, the Company is obligated to issue an additional 62,500 shares of the Company’s common stock. The Company has recorded compensation expense relating to the agreement of $32,633 during the three months ended March 31, 2016. On February 19, 2016 (the “Effective Date”), the Company entered into a Services Agreement with a consultant. The consultant agreed to provide investor relations services to the Company for a period of 12 months. As compensation for the services, the Company shall pay the consultant $12,000 per month and is obligated to issue 62,500 shares of the Company common stock upon the 90-day anniversary of the Effective Date and on the 180-day, 270-day and 360-day anniversary of the Effective Date, if the agreement is renewed as outline in the terms of the service. The Company may terminate this agreement by providing 5 days advance written notice in the first 60 days of entering into this agreement and with 30 days advance written notice thereafter for the duration of the agreement. The Company has recorded compensation expense relating to the equity portion of the agreement of $30,806 during the three months ended March 31, 2016. Consulting Agreements In March 2014, the Company reached an agreement with a consulting firm owned by the CEO of the Company to provide non-exclusive sales services. The consulting firm will receive between 3.5% and 5% commissions on sales referred to the Company. In addition, the consulting firm will receive a monthly fee of $6,000, 50,000 shares of common stock upon execution of the agreement, and 10,000 shares of common stock at the beginning of each three month period for the term of the agreement and any renewal periods thereafter. The agreement is for 18 months, and is renewable for successive 18 month terms. On December 10, 2014, the consulting agreement was amended. The monthly fee was increased to $10,000 per month retroactive to September 1, 2014 and 50,000 additional shares of common stock were issued. In addition, the consulting firm will be issued qualified stock options as follows: ● 100,000 stock options at an exercise price of $1.50 per share that vest on December 31, 2015 ● 100,000 stock options at an exercise price of $1.75 per share that vest on December 31, 2016 ● 100,000 stock options at an exercise price of $2.50 per share that vest on December 31, 2017 The options will be issued after the Company adopts a formal option plan that is approved by the Board of Directors. On March 14, 2016, the consulting agreement was further amended. The monthly fee was increased to $20,000 per month for a period of twelve months. At the end of the twelve month period the monthly payment reverts back to $10,000. In March 2014, the Company reached an agreement with a consulting firm to provide non-exclusive sales services. The consulting firm will receive up to 5% commissions on sales referred to the Company. The term of the agreement is for one year, and automatically renews for successive one year terms unless either party notifies the other, in writing, of its intention not to renew at least 60 days before the end of the initial term of this agreement or any renewal term. As compensation for the services, the Company shall pay the consultant $2,500 per month and is obligated to issue 50,000 shares of the Company common stock upon execution of the agreement and 10,000 shares of the Company common stock at the beginning of each three month period for the term of the agreement and any renewal periods thereafter. The Company may terminate this agreement by providing 5 days advance written notice in the first 60 days of entering into this agreement and with 30 days advance written notice thereafter for the duration of the agreement. The Company has recorded compensation expense relating to the equity portion of the agreement of $11,000 during the three months ended March 31, 2016. In February 2015, the Company reached an agreement with a consulting firm to provide non-exclusive sales services with an effective date of February 10, 2015 (the “Effective Date”). The agreement expires on December 31, 2017 and automatically renews for successive one year terms unless either party notifies the other, in writing, of its intention not to renew at least 15 days before the end of the initial term of this agreement or any renewal term. As compensation for the services, the consultant will receive (i) 5% commissions on sales of products or services other than turf referred to the Company; (ii) commission based on square footage of turf sold to certain parties as outlined in the agreement; (iii) 100,000 shares of the Company common stock (the “Payment Shares”) upon execution of the agreement, which shall be subject to certain Clawback provisions. “Clawback” means (i) if this agreement is terminated by the Company prior to December 31, 2016, then 50,000 of the Payment Shares shall be forfeited, and cancelled by the Company; and (i) if this Agreement is terminated by the Company prior to December 31, 2017, then 25,000 of the Payment Shares shall be forfeited, and cancelled by the Company. No equity compensation will be owed in connection with any renewal term. The Company has recorded compensation expense relating to the equity portion of the agreement of $9,057 during the three months ended March 31, 2016. In February 2015, the Company reached an agreement with an individual to provide non-exclusive sales services with an effective date of January 1, 2015 (the “Effective Date”). The individual will receive up to 5% commissions on sales referred to the Company. The term of the agreement is for 18 months from the date of execution, and automatically renews for successive one year terms unless either party notifies the other, in writing, of its intention not to renew at least 90 days before the end of the initial term of this agreement or any renewal term. As compensation for the services, the Company shall pay the consultant $5,000 per month and is obligated to issue 25,000 shares of the Company common stock within 30 days of execution of the agreement, 25,000 shares of the Company common stock within 15 days of the date of execution and delivery of a certain synthetic turf contract and 20,000 shares of the Company common stock upon reaching certain sales milestones. The Company has recorded compensation expense relating to the equity portion of the agreement of $4,167 during the three months ended March 31, 2016. In November 2015, the Company reached an agreement with an individual to provide non-exclusive sales services with an effective date of January 1, 2015 (the “Effective Date”). The term of the agreement is for 3 years from the date of execution, and automatically renews for successive one year terms unless either party notifies the other, in writing, of its intention not to renew at least 90 days before the end of the initial term of this agreement or any renewal term. As compensation for the services, the Company is obligated to issue 75,000 shares of the Company common stock (the “Payment Shares”) within 30 days of execution of the agreement, which shall be subject to certain Clawback provisions. “Clawback” means (i) if this agreement is terminated by the Company prior to September 30, 2016, then 50,000 of the Payment Shares shall be forfeited, and cancelled by the Company; and (i) if this Agreement is terminated by the Company prior to June 30, 2017, then 25,000 of the Payment Shares shall be forfeited, and cancelled by the Company. No equity compensation will be owed in connection with any renewal term. The Company has recorded compensation expense relating to the equity portion of the agreement of $6,850 during the three months ended March 31, 2016. In December 2015, the Company reached an agreement with an individual to provide non-exclusive sales services. The individual will receive up to 5% commissions on sales referred to the Company. The term of the agreement is for 18 months from the date of execution, and automatically renews for successive one year terms unless either party notifies the other, in writing, of its intention not to renew at least 90 days before the end of the initial term of this agreement or any renewal term. As compensation for the services, the Company is obligated to issue 25,000 shares of the Company common stock within 30 days of execution of the agreement, 125,000 shares of the Company common stock which shall vest at the rate of 25,000 shares per quarter, effective beginning as of the quarter ending March 31, 2016 and 20,000 shares of the Company common stock upon reaching certain sales milestones. No equity compensation will be owed in connection with any renewal term. The Company has recorded compensation expense relating to the equity portion of the agreement of $27,400 during the three months ended March 31, 2016. In March 2016, the Company reached an agreement with an individual to provide non-exclusive sales services with an effective date of March 15, 2016 (the “Effective Date”). The individual will receive up to 1% commissions on sales referred to the Company. The term of the agreement is for one year, and automatically renews for successive one year terms unless either party notifies the other, in writing, of its intention not to renew at least 60 days before the end of the initial term of this agreement or any renewal term. As compensation for the services, the Company is obligated to issue 4,000 shares of the Company common stock on the 15 th In August 2014, Jeromy Olson entered into an 18 month consulting agreement to serve in the capacity of Chief Revenue Officer (“CRO”), with subsequent six month renewal periods. The CRO will receive monthly compensation of $4,000, and upon the Company completing an equity financing of at least $2,000, the CRO’s monthly compensation will increase to $8,000. The CRO was issued 30,000 shares of common stock upon signing the agreement, and will receive 30,000 and 40,000 shares of common stock at the respective six month and one year anniversaries of the of date of the agreement. Furthermore, the CRO will receive 100,000 five year stock options that vest on July 1, 2015. The exercise price will be the same exercise price as options issued to other members of senior management. The options will be issued after the Company adopts a formal option plan that is approved by the Board of Directors. This agreement was superseded in September 2014 when Mr. Olson entered into an employment agreement to serve as the Company’s Chief Financial Officer. (See below). Employment Agreements In September 2014, Jeromy Olson entered into a 40 month employment agreement to serve in the capacity of CEO, with subsequent one year renewal periods. The CEO will receive a monthly salary of $10,000 that (1) will increase to $13,000 upon the Company achieving gross revenues of at least $10,000,000, as amended, and an operating margin of at least 15%, and (2) will increase to $16,000 per month upon the Company achieving gross revenues of at least $15,000,000 and an operating margin of at least 15%. The agreement provides for cash bonuses of 15% of the annual Adjusted EBITDA between $1 and $1,000,000, 10% of the annual Adjusted EBITDA between $1,000,001 and $2,000,000 and 5% of the annual Adjusted EBITDA greater than $2,000,000. For purposes of the agreement, Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization less share based payments, gains or losses on derivative instruments and other non-cash items approved by the Board of Directors. The CEO was issued 250,000 shares of common stock on the date of the agreement and will receive 250,000 shares of common stock on January 1, 2016 provided the agreement is still in effect. Lastly, the CEO will be issued qualified stock options as follows: ● 100,000 stock options at an exercise price of $1.50 per share that vest on December 31, 2015 ● 100,000 stock options at an exercise price of $1.75 per share that vest on December 31, 2016 ● 100,000 stock options at an exercise price of $2.50 per share that vest on December 31, 2017 The options will be issued after the Company adopts a formal option plan that is approved by the Board of Directors. Director Agreements On January 4, 2016, the Company entered into a director agreement with Glenn Tilley, concurrent with Mr. Tilley’s appointment to the Board of Directors of the Company (the “Board”) effective January 4, 2016. The director agreement may, at the option of the Board, be automatically renewed on such date that Mr. Tilley is re-elected to the Board. Pursuant to the director agreement, Mr. Tilley is to be paid a stipend of One Thousand Dollars ($1,000) per meeting of the Board, which shall be contingent upon his attendance at the meetings being in person, rather than via telephone or some other electronic medium. Additionally, Mr. Tilley shall receive non-qualified stock options (the “Options”) to purchase Two Hundred Thousand (200,000) shares of the Company’s common stock. The exercise price of the Options shall be One Dollar ($1.00) per share. The Options shall vest in equal amounts over a period of two (2) years at the rate of Twenty Five Thousand (25,000) shares per fiscal quarter on the last day of each such quarter, commencing January 4, 2016. The total grant date value of the options was $97,535 which shall be expensed over the vesting period. Advisory Board Agreements On February 11, 2016, the Company entered into an advisory board agreement with John Brenkus, effective June 1, 2016 (the (“Effective Date”). The term of the agreement is for a period of 24 months commencing on the Effective Date. Pursuant to the agreement, Mr. Brenkus is to be issued 25,000 shares of the Company common stock at the beginning of each quarter starting on the Effective Date through the term of the agreement. Litigation Operating Leases On September 23, 2015, the Company entered into a new lease agreement for its office space in Illinois. The lease commences on January 1, 2016 and expires on December 31, 2016. The lease has minimum monthly payments of $1,045. The rents for the first and seventh months of 2016 are free. The lease automatically renews for periods of 12 months unless a three month notice is provided by either the Company or the landlord. The Company was required to pay a security deposit to the lessor totaling $2,090. Deferred rent at March 31, 2016 and December 31, 2015 was immaterial. Rent expense was $3,617 and $10,111 for the three months ended March 31, 2016 and 2015, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Subsequent to March 31, 2016, the Company sold 576,449 shares of common stock to investors in exchange for $634,094 in gross proceeds in connection with the private placement of the Company’s stock. In connection with the private placement the Company incurred fees of $82,432. In addition, 57,645 five year warrants with an exercise price of $1.10 were issued to the placement agent. The Company valued the warrants on the commitment date using a Black-Scholes-Merton option pricing model. The value of the warrants was a direct cost of the private placement and has been recorded as a reduction in additional paid in capital. Subsequent to March 31, 2016, 4,000 shares of common stock were issued to a consultant for professional services provided to the Company. |
Significant Accounting Polici17
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Sports Field Holdings, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the accounts receivable allowance for doubtful accounts, percentage of completion revenue recognition method, the useful life of fixed assets and assumptions used in the fair value of stock-based compensation. |
Revenues and Cost Recognition | Revenues and Cost Recognition Revenues from construction contracts are included in contract revenue in the condensed consolidated statements of operations and are recognized under the percentage-of-completion accounting method. The percent complete is measured by the cost incurred to date compared to the estimated total cost of each project. This method is used as management considers expended cost to be the best available measure of progress on these contracts, the majority of which are completed within one year, but may occasionally extend beyond one year. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the life of the contracts. Contract costs include all direct material and labor costs and those indirect costs related to contract performance and completion. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. General and administrative costs are charged to expense as incurred. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions are recognized in the period in which they are determined. Costs and estimated earnings in excess of billings are comprised principally of revenue recognized on contracts (on the percentage-of-completion method) for which billings had not been presented to customers because the amounts were not billable under the contract terms at the balance sheet date. In accordance with the contract terms, any unbilled receivables at period end will be billed subsequently. Amounts are billed based on contractual terms. Billings in excess of costs and estimated earnings represent billings in excess of revenues recognized. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. As of March 31, 2016 and December 31, 2015 the company did not have any cash equivalents. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, which generally range from 3 to 5 years. Gains and losses from the retirement or disposition of property and equipment are included in operations in the period incurred. Maintenance and repairs are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Awards granted to directors are treated on the same basis as awards granted to employees. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable, net of the allowance for doubtful accounts. As of March 31, 2016 and December 31, 2015, the Company’s accounts receivable balance was $367,215 and $151,168, respectively, and the allowance for doubtful accounts is $0 in each period. |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. For the three months ended March 31, 2016 and 2015, the Company incurred research and development expenses of $59,773 and $0, respectively. |
Warranty Costs | Warranty Costs The Company generally provides a warranty on the products installed for up to 8 years with certain limitations and exclusions based upon the manufacturer’s product warranty; therefore the Company does not believe a warranty reserve is required as of March 31, 2016 and December 31, 2015. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. |
Beneficial Conversion Feature | Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. When the Company records a BCF the relative fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument. The debt discount attributable to the BCF is amortized over the period from issuance to the date that the debt matures. |
Derivative Instruments | Derivative Instruments The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-15. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share excludes potentially dilutive securities because their inclusion would be anti-dilutive. Anti-dilutive securities excluded from the computation of basic and diluted net loss per share for the three months ended March 31, 2016 and 2015, respectively, are as follows: March 31, 2016 2015 Warrants to purchase common stock 600,480 500,000 Options to purchase common stock 622,500 25,000 Unvested restricted common shares 100,000 - Convertible Notes 670,136 - Totals 1,993,116 525,000 |
Shares outstanding | Shares outstanding Shares outstanding include shares of unvested restricted stock. Unvested restricted stock included in reportable shares outstanding was 100,000 and 0 shares as of March 31, 2016 and 2015, respectively. Shares of unvested restricted stock are excluded from our calculation of basic weighted average shares outstanding, but their dilutive impact is added back in the calculation of diluted weighted average shares outstanding. |
Significant Customers | Significant Customers The Company’s business focuses on securing a smaller number of high quality, highly profitable projects, which sometimes results in having a concentration of accounts receivable among a few customers. This concentration of accounts receivable is customary among the design and build industry for a company of our size. As we continue to grow and are awarded more projects, this concentration will continue to decrease. At March 31, 2016, the Company had two customer representing 99.6% of the total accounts receivable balance. At December 31, 2015, the Company had two customer representing 94% of the total accounts receivable balance. For the three months ended March 31, 2016, the Company had three customers that represented 94% of the total revenue and for the three months ended March 31, 2015, the Company had one customer that represented 94% of the total revenue. |
Reclassifications | Reclassifications Certain items in the prior year financial statements have been reclassified to conform to the current year presentation. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation-Stock Compensation We adopted the provisions of ASU 2014-12 on January 1, 2016. The adoption of ASU 2014-12 did not impact our condensed consolidated financial position, results of operations or cash flows. Recent Accounting Guidance Not Yet Adopted During May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB voted to delay the effective date of ASU 2014-09 by one year to the first quarter of 2018 to provide companies sufficient time to implement the standards. Early Adoption will be permitted, but not before the first quarter of 2017. Adoption can occur using one of two prescribed transition methods. The Company is currently evaluating the impact of the new standard. In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-15, Presentation of Financial Statements-Going Concern. In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, “Leases” (topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-06, “Derivatives and Hedging” (topic 815). The FASB issued this update to clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this update is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. In April 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. In April 2016, the Financial Accounting Standards Board (‘FASB”) issued Accounting Standards Update (“ASU”) No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (topic 606). In March 2016, the Financial Accounting Standards Board (‘FASB”) issued Accounting Standards Update (“ASU”) No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity's promise to grant a license provides a customer with either a right to use an entity's intellectual property or a right to access an entity's intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity's adoption of ASU 2014-09, which we intend to adopt for interim and annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of the new standard. There were no other new accounting pronouncements that were issued or became effective since the issuance of our 2015 Annual Report on Form 10-K that had, or are expected to have, a material impact on our condensed consolidated financial position, results of operations or cash flows. |
Subsequent Events | Subsequent Events Management has evaluated subsequent events or transactions occurring through the date on which the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
Significant Accounting Polici18
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Schedule of anti-dilutive securities excluded from computation of basic and diluted net loss per share | March 31, 2016 2015 Warrants to purchase common stock 600,480 500,000 Options to purchase common stock 622,500 25,000 Unvested restricted common shares 100,000 - Convertible Notes 670,136 - Totals 1,993,116 525,000 |
Costs and Estimated Earnings 19
Costs and Estimated Earnings on Contracts In Process (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Costs and Estimated Earnings on Contracts in Process [Abstract] | |
Schedule of costs incurred on contracts in progress | March 31, December 31, 2016 2015 Costs incurred on contracts in progress $ 4,107,520 $ 5,395,046 Estimated earnings (losses) (584,767 ) (863,259 ) 3,522,752 4,531,787 Less billings to date (3,496,732 ) (4,524,817 ) $ 26,020 $ 6,970 |
Schedule of costs and estimated earnings amounts contracts in process included balance sheets | March 31, December 31, 2016 2015 Costs and estimated earnings in excess of billings $ 152,533 $ 137,016 Billings in excess of costs and estimated earnings (13,149 ) - Provision for estimated losses on uncompleted contracts (113,364 ) (130,046 ) $ 26,020 $ 6,970 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment net | March 31, 2016 December 31, 2015 Furniture and equipment $ 20,278 $ 20,278 Total 20,278 20,278 Less: accumulated depreciation (7,043 ) (6,029 ) $ 13,235 $ 14,249 |
Stockholders Equity (Deficit) (
Stockholders Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity (Deficit) [Abstract] | |
Schedule of Black-Scholes option pricing model to options warrants in weighted average assumptions | For the Three Months Ended March 31, 2016 Risk free interest rate 1.73 % Dividend yield 0.00 % Expected volatility 45.25 % Expected life in years 5 Forfeiture Rate 0.00 % |
Schedule of stock option activity | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - January 31, 2016 430,000 $ 1.03 5.00 Granted 200,000 1.00 5.00 Exercised - - - Forfeited/Cancelled (7,500 ) 1.50 - Outstanding - Mach 31, 2016 622,500 $ 1.02 4.32 Exercisable - March 31, 2016 272,500 $ 1.04 4.17 |
Schedule of stock warrant activity | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - January 1, 2016 508,068 $ 1.00 3.13 Granted 92,412 1.10 Exercised - - Forfeited/Cancelled - - Outstanding - March 31, 2016 600,480 $ 1.02 3.19 Exercisable - March 31, 2016 600,480 $ 1.02 3.19 |
Significant Accounting Polici22
Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 1,993,116 | 525,000 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 600,480 | 500,000 |
Options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 622,500 | 25,000 |
Unvested restricted common shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 100,000 | |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 670,136 |
Significant Accounting Polici23
Significant Accounting Policies (Details Textual) | 3 Months Ended | ||
Mar. 31, 2016USD ($)Customersshares | Mar. 31, 2015USD ($)Customersshares | Dec. 31, 2015USD ($)shares | |
Summary of Significant Accounting Policies (Textual) | |||
Property, Plant and Equipment, Estimated useful lives | 3 to 5 years | ||
Accounts receivable | $ 367,215 | $ 151,168 | |
Allowance for doubtful accounts | $ 0 | $ 0 | |
Warranty costs, Description | The Company generally provides a warranty on the products installed for up to 8 years with certain limitations and exclusions based upon the manufacturer's product warranty | ||
Research and Development Expense | $ 59,773 | ||
Shares, Outstanding | shares | 13,915,331 | ||
Debt issuance costs | $ 0 | $ 23,037 | |
Unvested restricted stock [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Shares, Outstanding | shares | 100,000 | 0 | |
Accounts Receivable [Member] | Customer [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Concentration of credit risk percentage | 99.60% | 94.00% | |
Number of customers | Customers | 2 | 2 | |
Revenue [Member] | Customer [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Concentration of credit risk percentage | 94.00% | 94.00% | |
Number of customers | Customers | 3 | 1 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Going Concern (Textual) | |||
Cash | $ (1,767) | ||
Net loss | (1,127,774) | $ (329,711) | |
Working capital deficit | (2,054,609) | ||
Net cash used in operations | (804,354) | $ (48,197) | |
Accumulated deficit | $ (11,397,292) | $ (10,269,518) |
Costs and Estimated Earnings 25
Costs and Estimated Earnings on Contracts in Process (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Costs and Estimated Earnings on Contracts in Process [Abstract] | ||
Costs incurred on contracts in progress | $ 4,107,520 | $ 5,395,046 |
Estimated earnings (losses) | (584,767) | (863,259) |
Costs and estimated earnings (losses) incurred on contracts in progress | 3,522,752 | 4,531,787 |
Less billings to date | (3,496,732) | (4,524,817) |
Cost in excess of billing on contracts in process, net | $ 26,020 | $ 6,970 |
Costs and Estimated Earnings 26
Costs and Estimated Earnings on Contracts in Process (Details 1) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Costs and Estimated Earnings on Contracts in Process [Abstract] | ||
Costs and estimated earnings in excess of billings | $ 152,533 | $ 137,016 |
Billings in excess of costs and estimated earnings | (13,149) | |
Provision for estimated losses on uncompleted contracts | (113,364) | $ (130,046) |
Cost in excess of billing on contracts in process, net | $ 26,020 | $ 6,970 |
Costs and Estimated Earnings 27
Costs and Estimated Earnings on Contracts in Process (Details Textual) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Costs and Estimated Earnings on Contracts in Process [Abstract] | |
Warranty costs | $ 9,592 |
Technology Services Description | The Company generally provides a warranty on the products installed for up to 8 years with certain limitations and exclusions based upon the manufacturer’s product warranty. |
Property, Plant and Equipment28
Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 20,278 | $ 20,278 |
Less: accumulated depreciation | (7,043) | (6,029) |
Property, plant and equipment, net | 13,235 | 14,249 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 20,278 | $ 20,278 |
Property, Plant and Equipment29
Property, Plant and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property Plant and Equipment (Textual) | ||
Depreciation expense | $ 1,014 | $ 7,226 |
Debt (Details)
Debt (Details) | Feb. 19, 2016USD ($) | Feb. 19, 2016shares | Feb. 11, 2016shares | May. 07, 2015USD ($)accreditedinvestors$ / sharesshares | Feb. 22, 2016USD ($)shares | Feb. 01, 2016USD ($)$ / shares | Jan. 26, 2016USD ($) | Nov. 30, 2015USD ($) | Sep. 21, 2015USD ($) | Sep. 15, 2015USD ($) | Aug. 19, 2015USD ($)Tradingdays$ / shares | Nov. 26, 2012 | Mar. 31, 2016USD ($)shares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($)shares | Nov. 17, 2015USD ($) |
Short-term Debt [Line Items] | ||||||||||||||||
Outstanding principal balance | $ 113,993 | |||||||||||||||
Maturity date | Nov. 26, 2013 | |||||||||||||||
Common stock issued to investors | shares | 25,000 | 10,000 | ||||||||||||||
Debt discount related to common stock issued | $ 90,782 | $ 40,594 | ||||||||||||||
Common stock shares issued | shares | 15,506,940 | 13,915,331 | ||||||||||||||
Restricted common stock issued | shares | 1,000 | |||||||||||||||
Debt instrument beneficial conversion feature discount | $ 67,637 | |||||||||||||||
IPFS [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | 50,707 | |||||||||||||||
Outstanding principal balance | $ 65,006 | |||||||||||||||
Interest amount | $ 7,328.66 | |||||||||||||||
Accrue interest rate percentage | 3.50% | |||||||||||||||
FIF [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | 16,604 | |||||||||||||||
Outstanding principal balance | $ 29,700 | |||||||||||||||
Interest amount | $ 3,352.47 | |||||||||||||||
Accrue interest rate percentage | 3.80% | |||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 450,000 | |||||||||||||||
Legal fees | 7,500 | |||||||||||||||
Placement agent fees | $ 7,500 | |||||||||||||||
Notes bear interest rate | 0.00% | |||||||||||||||
Debt maturity date description | Maturity on the thirty-six (36) month anniversary of the respective date of issuance. | |||||||||||||||
Common stock conversion price per share | $ / shares | $ 1 | |||||||||||||||
Prepayment penalty paid to investor | $ 5,000 | |||||||||||||||
Debt conversion converted into common stock | shares | 35,000 | |||||||||||||||
Debt instrument, convertible, trading days | Tradingdays | 20 | |||||||||||||||
Debt instrument description | If the Debenture is not repaid within six months, the Investor will be able to convert such Debenture at a conversion price equal to 65% of the lowest closing bid price for our common stock during the previous 20 trading days, subject to the terms and conditions contained in the Debenture. | |||||||||||||||
Debt conversion converted into common stock , value | $ 25,000 | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 450,000 | $ 170,000 | $ 170,000 | |||||||||||||
Outstanding principal balance | $ 450,000 | |||||||||||||||
Legal fees | 22,500 | |||||||||||||||
Placement agent fees | $ 22,500 | |||||||||||||||
Interest amount | $ 40,500 | |||||||||||||||
Number of accredited investors | accreditedinvestors | 3 | |||||||||||||||
Maturity date | Feb. 1, 2016 | Aug. 19, 2016 | Jul. 1, 2016 | |||||||||||||
Notes bear interest rate | 9.00% | 9.00% | ||||||||||||||
Debt maturity date description | The Note is convertible into shares of the Company's common stock at a conversion price equal to: (i) from the Effective Date through the Maturity Date at $1.00 per share; and (ii) beginning one day after the Maturity Date, or notwithstanding the foregoing, at any time after the Company has registered shares of its common stock underlying the note in a registration statement on Form S-1 or any other form applicable thereto, the lower of $1.00 per share or the variable conversion price (as defined in the note). | On any Note conversion after July 1, 2016, the notes are convertible into shares of the Company's common stock at a conversion price that is the lower of (i) $1.00 per share and (ii) the volume-weighted average price for the last five trading days preceding the conversion date. | ||||||||||||||
Common stock conversion price per share | $ / shares | $ 1 | $ 1 | ||||||||||||||
Common stock issued to investors | shares | 45,000 | 45,000 | ||||||||||||||
Debt discount related to common stock issued | $ 45,000 | $ 30,637 | ||||||||||||||
Debt conversion converted into common stock | shares | 45,000 | |||||||||||||||
Debt instrument description | The notes are converted into common stock if the Company undertakes a qualified offering of securities of at least $2,000,000 (the "Qualified Offering"). | |||||||||||||||
Percentage of interest rate | 12.00% | |||||||||||||||
Common stock shares issued | shares | 35,000 | |||||||||||||||
Restricted common stock issued | shares | 35,000 | |||||||||||||||
Debt instrument beneficial conversion feature discount | $ 67,637 | |||||||||||||||
Convertible Notes Payable [Member] | Glenn Tilley [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 163,500 | |||||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | 490,500 | |||||||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 450,000 | |||||||||||||||
Debenture One [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | 150,000 | |||||||||||||||
Debenture One [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | 150,000 | |||||||||||||||
Outstanding principal balance | $ 150,000 | |||||||||||||||
Prepayment penalty paid to investor | $ 45,000 | |||||||||||||||
Debt discount related to common stock issued | 15,000 | |||||||||||||||
Convertible debentures, purchase price | 135,000 | |||||||||||||||
Debenture Two [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | 150,000 | |||||||||||||||
Convertible debentures, purchase price | 135,000 | |||||||||||||||
Debenture Three [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | 150,000 | |||||||||||||||
Convertible debentures, purchase price | 135,000 | |||||||||||||||
Debenture Four [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 150,000 | |||||||||||||||
Promissory Note Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 163,993 | $ 200,000 | ||||||||||||||
Accrued interest | $ 2,486 | |||||||||||||||
Outstanding principal balance | 200,000 | |||||||||||||||
Placement agent fees | $ 10,000 | |||||||||||||||
Notes bear interest rate | 5.00% | 8.00% | ||||||||||||||
Debt discount related to common stock issued | $ 8,000 | |||||||||||||||
Debt instrument description | The first $100,000 of the loan is payable upon the Company raising $500,000 in a qualified offering. The remaining balances is payable upon the Company raising $1,000,000 in a qualified offering. | |||||||||||||||
Proceeds from promissory notes | $ 155,993 | |||||||||||||||
Debt instrument outstanding principal payment | 20,000 | $ 50,000 | ||||||||||||||
Promissory Note Agreement One [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Outstanding principal balance | 113,993 | |||||||||||||||
Debt instrument outstanding principal payment | $ 113,993 |
Factor Agreement (Details)
Factor Agreement (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 28, 2016 | Mar. 31, 2016 | |
Factor Agreement [Abstract] | ||
Financial services company advances, percentage | 80.00% | |
Financial services company reserve, percentage | 20.00% | |
Percentage charged on the face value of each invoice purchased | 2.00% | |
Percentage for every 30 days the invoice remains outstanding | 0.008% | |
Accounts receivable purchased by the Factor | $ 353,648 | |
Advances from the Factor | $ 282,917 |
Stockholders Equity (Deficit)32
Stockholders Equity (Deficit) (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity (Deficit) [Abstract] | |
Risk free interest rate | 1.73% |
Dividend yield | 0.00% |
Expected volatility | 45.25% |
Expected life in years | 5 years |
Forfeiture Rate | 0.00% |
Stockholders Equity (Deficit)33
Stockholders Equity (Deficit) (Details 1) - Stock Option [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Class of Stock [Line Items] | |
Options/Warrant, Outstanding | shares | 430,000 |
Options/Warrants, Granted | shares | 200,000 |
Options/Warrants, Exercised | shares | |
Options/Warrants, Forfeited/Cancelled | shares | (7,500) |
Options/Warrants, Outstanding | shares | 622,500 |
Options/Warrants, Exercisable | shares | 272,500 |
Weighted average exercise price, Outstanding | $ / shares | $ 1.03 |
Weighted average exercise price, Granted | $ / shares | $ 1 |
Weighted average exercise price, Exercised | $ / shares | |
Weighted average exercise price, Forfeited/Cancelled | $ / shares | $ 1.50 |
Weighted average exercise price, Outstanding | $ / shares | 1.02 |
Weighted average exercise price, Exercisable | $ / shares | $ 1.04 |
Weighted average remaining contractual life, Outstanding | 5 years |
Weighted average remaining contractual life, Granted | 5 years |
Weighted average remaining contractual life, Outstanding | 4 years 3 months 26 days |
Weighted average remaining contractual life, Exercisable | 4 years 2 months 1 day |
Stockholders Equity (Deficit)34
Stockholders Equity (Deficit) (Details 2) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Class of Stock [Line Items] | |
Options/Warrant, Outstanding | shares | 508,068 |
Options/Warrants, Granted | shares | 92,412 |
Options/Warrants, Exercised | shares | |
Options/Warrants, Forfeited/Cancelled | shares | |
Options/Warrants, Outstanding | shares | 600,480 |
Options/Warrants, Exercisable | shares | 600,480 |
Weighted average exercise price, Outstanding | $ / shares | $ 1 |
Weighted average exercise price, Granted | $ / shares | $ 1.10 |
Weighted average exercise price, Exercised | $ / shares | |
Weighted average exercise price, Forfeited/Cancelled | $ / shares | |
Weighted average exercise price, Outstanding | $ / shares | $ 1.02 |
Weighted average exercise price, Exercisable | $ / shares | $ 1.02 |
Weighted average remaining contractual life, Outstanding | 3 years 1 month 17 days |
Weighted average remaining contractual life, Outstanding | 3 years 2 months 9 days |
Weighted average remaining contractual life, Exercisable | 3 years 2 months 9 days |
Stockholders Equity (Deficit)35
Stockholders Equity (Deficit) (Details Textual) | Feb. 19, 2016shares | Feb. 22, 2016shares | Mar. 31, 2016USD ($)Investors$ / sharesshares | Mar. 31, 2015USD ($) | Dec. 31, 2015$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | |||
Common stock, shares issued | 15,506,940 | 13,915,331 | |||
Common stock, shares outstanding | 15,506,940 | 13,915,331 | |||
Restricted Stock were granted during the period, shares | 1,000 | ||||
Restricted shares were granted during the period | $ | $ 1,100 | ||||
Stock-based compensation for stock options | $ | 34,571 | $ 10,884 | |||
Unamortized expense | $ | 169,714 | ||||
Intrinsic value of options outstanding | $ | $ 60,000 | 0 | |||
Amortized term | 1 year 6 months | ||||
Intrinsic value of options exercisable | $ | $ 25,000 | 0 | |||
Intrinsic value of warrants outstanding and exercisable | $ | $ 49,625 | $ 0 | |||
Common stock shares issued for professional services | 336,500 | ||||
Common stock value issued for professional services | $ | $ 356,400 | ||||
Common stock shares sold to investors in exchange | 576,449 | ||||
Warrants exercise price | $ / shares | $ 1.10 | ||||
Warrants issued, Shares | 57,645 | ||||
Jeromy Olson, CEO [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock shares issued for employment agreement | 250,000 | ||||
Common stock value issued for employment agreement | $ | $ 275,000 | ||||
Private placement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock shares sold to investors in exchange | 924,109 | ||||
Gross proceeds in connection with the private placement | $ | $ 1,016,520 | ||||
Placement agent fee | $ | $ 132,179 | ||||
Warrants exercise price | $ / shares | $ 1.10 | ||||
Warrants issued, Shares | 92,412 | ||||
Proceeds from issuance of warrants | $ | $ 41,340 | ||||
Convertible notes payable [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, shares issued | 35,000 | ||||
Restricted Stock were granted during the period, shares | 35,000 | ||||
Debt conversion converted into common stock | 45,000 | ||||
Number of investors | Investors | 3 | ||||
Securities Purchase Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Debt conversion converted into common stock | 35,000 | ||||
Employee stock option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock option authorized | 200,000 | ||||
Number of stock option authorized, fair value | $ | $ 97,500 | ||||
Vesting period | 2 years | ||||
Stock option expire date | Jan. 4, 2021 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 11, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Related Party Transactions (Textual) | |||
Common stock shares issued to NexPhase Global | 25,000 | 10,000 | |
Jeromy Olson, CEO [Member] | |||
Related Party Transactions (Textual) | |||
Consulting expenses | $ 61,000 | $ 40,000 | |
Holding percentage of management in Vendors Company | 33.30% | ||
Common stock shares issued to NexPhase Global | 10,000 | 10,000 | |
Common stock shares, value issued to NexPhase Global | $ 11,000 | $ 10,000 | |
Glenn Tilley [Member] | |||
Related Party Transactions (Textual) | |||
Debt conversion converted into common stock | 45,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 14, 2016 | Feb. 11, 2016 | Jan. 04, 2016 | Sep. 23, 2015 | Aug. 16, 2015 | Aug. 12, 2015 | Dec. 10, 2014 | Mar. 31, 2016 | Feb. 19, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | Feb. 28, 2015 | Sep. 30, 2014 | Aug. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2014 |
Loss Contingencies [Line Items] | |||||||||||||||||||
Compensation expense | $ 30,806 | ||||||||||||||||||
Issuance of common stock for services | 4,000 | ||||||||||||||||||
New shares issued during the period, shares | 25,000 | 10,000 | |||||||||||||||||
Administrative proceedings, description | The Company is engaged in an administrative proceeding against a former employee who was terminated from his positions with the Company for cause on May 12, 2014. The former employee has claimed he is due between $24,000 and $48,000 in unpaid wages. | ||||||||||||||||||
Operating Leases [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Rent expenses | $ 3,617 | $ 10,111 | |||||||||||||||||
Monthly lease payments | $ 1,045 | ||||||||||||||||||
Operating lease, description | The rents for the first and seventh months of 2016 are free. The lease automatically renews for periods of 12 months unless a three month notice is provided by either the Company or the landlord. | ||||||||||||||||||
Chief Revenue Officer [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
New shares issued during the period, shares | 30,000 | 30,000 | 40,000 | ||||||||||||||||
Agreement term | 18 months | ||||||||||||||||||
Equity financing cost | $ 2,000 | ||||||||||||||||||
Number of stock options issued or issuable | 100,000 | 100,000 | 100,000 | ||||||||||||||||
Chief Revenue Officer [Member] | Maximum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Officer salary per month | $ 8,000 | ||||||||||||||||||
Chief Revenue Officer [Member] | Minimum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Officer salary per month | $ 4,000 | ||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
New shares issued during the period, shares | 10,000 | 10,000 | |||||||||||||||||
Service Agreements [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Issuance of common stock for services | 62,500 | ||||||||||||||||||
Common Stock Issue Description | On November 15, 2016, the Company is obligated to issue an additional 62,500 shares of the Company's common stock. | ||||||||||||||||||
Service Agreements [Member] | Consultant One [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Common stock issued as compensation for services | 50,000 | ||||||||||||||||||
Additional shares of common stock obligated to issue | 100,000 | ||||||||||||||||||
Compensation expense | $ 39,781 | ||||||||||||||||||
Service Agreements [Member] | Consultant Two [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Compensation expense | 32,633 | ||||||||||||||||||
Issuance of common stock for services | 62,500 | ||||||||||||||||||
Service Agreements [Member] | Consultant Three [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Compensation expense | $ 30,806 | ||||||||||||||||||
Issuance of common stock for services | 62,500 | ||||||||||||||||||
Compensation for the services | $ 12,000 | ||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Monthly fee | $ 10,000 | $ 6,000 | |||||||||||||||||
Shares received upon agreement execution | 50,000 | ||||||||||||||||||
New shares issued during the period, shares | 50,000 | 10,000 | |||||||||||||||||
Agreement term | 18 months | ||||||||||||||||||
Monthly lease payments | $ 10,000 | ||||||||||||||||||
Consulting agreement description | The monthly fee was increased to $20,000 per month for a period of twelve months. At the end of the twelve month period the monthly payment reverts back to $10,000. | ||||||||||||||||||
Consulting Agreement [Member] | Exercise price of $1.50 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Exercise price of option | $ 1.50 | ||||||||||||||||||
Vesting date of options | Dec. 31, 2015 | ||||||||||||||||||
Number of stock options issued or issuable | 100,000 | ||||||||||||||||||
Consulting Agreement [Member] | Exercise price of $1.75 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Exercise price of option | $ 1.75 | ||||||||||||||||||
Vesting date of options | Dec. 31, 2016 | ||||||||||||||||||
Number of stock options issued or issuable | 100,000 | ||||||||||||||||||
Consulting Agreement [Member] | Exercise price of $2.50 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Exercise price of option | $ 2.50 | ||||||||||||||||||
Vesting date of options | Dec. 31, 2017 | ||||||||||||||||||
Number of stock options issued or issuable | 100,000 | ||||||||||||||||||
Consulting Agreement [Member] | Maximum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Percentage of commissions on sales | 3.50% | ||||||||||||||||||
Consulting Agreement [Member] | Minimum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Percentage of commissions on sales | 5.00% | ||||||||||||||||||
Consulting Agreements 1 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Compensation expense | 11,000 | ||||||||||||||||||
Percentage of commissions on sales | 5.00% | ||||||||||||||||||
Monthly fee | $ 2,500 | ||||||||||||||||||
Shares received upon agreement execution | 10,000 | ||||||||||||||||||
New shares issued during the period, shares | 50,000 | ||||||||||||||||||
Description of agreement | The Company may terminate this agreement by providing 5 days advance written notice in the first 60 days of entering into this agreement and with 30 days advance written notice thereafter for the duration of the agreement. | ||||||||||||||||||
Consulting Agreements 2 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Compensation expense | 9,057 | ||||||||||||||||||
Percentage of commissions on sales | 5.00% | ||||||||||||||||||
Shares received upon agreement execution | 100,000 | ||||||||||||||||||
Consulting Agreements 2 [Member] | Clawback [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Payment shares forfeited, and cancelled | 50,000 | ||||||||||||||||||
Consulting Agreements 2 [Member] | Clawback 1 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Payment shares forfeited, and cancelled | 25,000 | ||||||||||||||||||
Consulting Agreements 3 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Compensation expense | 4,167 | ||||||||||||||||||
Percentage of commissions on sales | 5.00% | ||||||||||||||||||
Monthly fee | $ 5,000 | ||||||||||||||||||
New shares issued during the period, shares | 20,000 | ||||||||||||||||||
Agreement term | 18 months | ||||||||||||||||||
Consulting Agreements 3 [Member] | 30 days of execution [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Shares received upon agreement execution | 25,000 | ||||||||||||||||||
Consulting Agreements 3 [Member] | 15 days of execution [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Shares received upon agreement execution | 25,000 | ||||||||||||||||||
Consulting Agreements 4 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Compensation expense | 6,850 | ||||||||||||||||||
Shares received upon agreement execution | 75,000 | ||||||||||||||||||
Agreement term | 3 years | ||||||||||||||||||
Consulting Agreements 4 [Member] | Clawback [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Payment shares forfeited, and cancelled | 50,000 | ||||||||||||||||||
Consulting Agreements 4 [Member] | Clawback 1 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Payment shares forfeited, and cancelled | 25,000 | ||||||||||||||||||
Consulting Agreements 5 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Compensation expense | 27,400 | ||||||||||||||||||
Percentage of commissions on sales | 5.00% | ||||||||||||||||||
Shares received upon agreement execution | 25,000 | ||||||||||||||||||
New shares issued during the period, shares | 125,000 | ||||||||||||||||||
Agreement term | 18 months | ||||||||||||||||||
Number of stock options issued or issuable | 25,000 | ||||||||||||||||||
Consulting Agreements 6 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Compensation expense | $ 772 | ||||||||||||||||||
Percentage of commissions on sales | 1.00% | ||||||||||||||||||
Shares received upon agreement execution | 4,000 | ||||||||||||||||||
New shares issued during the period, shares | 10,000 | ||||||||||||||||||
Agreement term | 1 year | ||||||||||||||||||
Increase of gross revenues | $ 1,000,000 | ||||||||||||||||||
Consulting Agreements 7 [Member] | Chief Revenue Officer [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
New shares issued during the period, shares | 30,000 | 40,000 | |||||||||||||||||
Agreement term | 18 months | ||||||||||||||||||
Equity financing cost | $ 2,000 | ||||||||||||||||||
Number of stock options issued or issuable | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||||||
Consulting Agreements 7 [Member] | Chief Revenue Officer [Member] | Maximum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Officer salary per month | $ 8,000 | ||||||||||||||||||
Consulting Agreements 7 [Member] | Chief Revenue Officer [Member] | Minimum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Officer salary per month | $ 4,000 | ||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
New shares issued during the period, shares | 250,000 | ||||||||||||||||||
Agreement term | 40 months | ||||||||||||||||||
Increase of gross revenues | $ 16,000 | ||||||||||||||||||
Operating margin rate | 15.00% | ||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | 5% annual Adjusted EBITDA [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
EBITDA | $ 2,000,000 | ||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Exercise price of $1.50 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Exercise price of option | $ 1.50 | ||||||||||||||||||
Vesting date of options | Dec. 31, 2015 | ||||||||||||||||||
Number of stock options issued or issuable | 100,000 | ||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Exercise price of $1.75 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Exercise price of option | $ 1.75 | ||||||||||||||||||
Vesting date of options | Dec. 31, 2016 | ||||||||||||||||||
Number of stock options issued or issuable | 100,000 | ||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Exercise price of $2.50 [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Exercise price of option | $ 2.50 | ||||||||||||||||||
Vesting date of options | Dec. 31, 2017 | ||||||||||||||||||
Number of stock options issued or issuable | 100,000 | ||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Maximum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Officer salary per month | $ 13,000 | ||||||||||||||||||
Increase of gross revenues | 15,000,000 | ||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Maximum [Member] | 15% annual Adjusted EBITDA [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
EBITDA | 1,000,000 | ||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Maximum [Member] | 10% annual Adjusted EBITDA [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
EBITDA | 2,000,000 | ||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Minimum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Officer salary per month | 10,000 | ||||||||||||||||||
Increase of gross revenues | 10,000,000 | ||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Minimum [Member] | 15% annual Adjusted EBITDA [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
EBITDA | 1 | ||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Minimum [Member] | 10% annual Adjusted EBITDA [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
EBITDA | $ 1,000,001 | ||||||||||||||||||
Director Agreements [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Fair value of options granted | $ 97,535 | ||||||||||||||||||
Stipend paid | $ 1,000,000 | ||||||||||||||||||
Options issued to purchase common shares | 200,000 | ||||||||||||||||||
Number of stock options issued or issuable | 25,000 | ||||||||||||||||||
Stock option vesting rights | The Options shall vest in equal amounts over a period of two (2) years at the rate of Twenty Five Thousand (25,000) shares per fiscal quarter on the last day of each such quarter, commencing January 4, 2016. | ||||||||||||||||||
Vesting period | 2 years | ||||||||||||||||||
Advisory Board Agreements [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
New shares issued during the period, shares | 25,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Subsequent Events [Abstract] | |
Sale of common stock to investors , Shares | 576,449 |
Sale of common stock to investors | $ | $ 634,094 |
Amount of private placement incurred fees | $ | $ 82,432 |
Warrants issued, Shares | 57,645 |
Warrants term | 5 years |
Warrants exercise price | $ / shares | $ 1.10 |
Shares issued for services, Share | 4,000 |