Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 11, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | H/Cell Energy Corp | |
Entity Central Index Key | 1,676,580 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 7,041,579 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 293,769 | $ 537,867 |
Accounts receivable (net retention) | 1,634,929 | 650,886 |
Prepaid expenses | 7,043 | 14,168 |
Costs and earnings in excess of billings | 27,166 | 91,904 |
Total current assets | 1,962,907 | 1,294,825 |
Property and equipment, net | 102,076 | 99,816 |
Security deposits and other non-current assets | 8,599 | 8,497 |
Total assets | 2,073,582 | 1,403,138 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,062,732 | 661,237 |
Management fees payable – related party | 46,000 | 52,000 |
Billings in excess of costs and earnings | 168,919 | 83,538 |
Sales tax payable | 114,422 | 114,085 |
Total current liabilities | 1,392,073 | 910,860 |
Stockholders' equity | ||
Common Stock - $0.0001 par value; 25,000,000 shares authorized; 7,041,579 and 3,131,579 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 704 | 313 |
Preferred Stock - $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding | ||
Additional paid-in capital | 1,302,487 | 1,283,422 |
Accumulated deficit | (589,293) | (740,651) |
Accumulated other comprehensive loss | (32,389) | (50,806) |
Total stockholders' equity | 681,509 | 492,278 |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 2,073,582 | $ 1,403,138 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 7,041,579 | 3,131,579 |
Common stock, shares outstanding | 7,041,579 | 3,131,579 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - Other Comprehensive Income - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | ||||
Construction income | $ 1,906,495 | $ 1,531,479 | $ 3,757,250 | $ 2,747,483 |
Related party | 24,163 | 1,500 | 40,253 | 1,500 |
Total revenue | 1,930,658 | 1,532,979 | 3,797,503 | 2,748,983 |
Cost of goods sold | ||||
Direct costs | 1,147,909 | 990,723 | 2,561,729 | 1,904,985 |
Direct costs – related party | 34,440 | 1,500 | 50,345 | 1,500 |
Total cost of goods sold | 1,182,349 | 992,223 | 2,612,074 | 1,906,485 |
Gross profit | 748,309 | 540,756 | 1,185,429 | 842,498 |
Operating expenses | ||||
Research and development | 2,000 | |||
General and administrative expenses | 498,124 | 527,778 | 945,369 | 1,442,177 |
Management fees – related party | 45,000 | 38,000 | 91,000 | 77,000 |
Total operating expenses | 543,124 | 565,778 | 1,036,369 | 1,521,177 |
Income (Loss) from operations | 205,185 | (25,022) | 149,060 | 678,679 |
Other income | 2,297 | 7,767 | 2,298 | 7,671 |
Net income (loss) | 207,482 | (17,255) | 151,358 | (671,008) |
Other comprehensive income (loss), net | ||||
Change in foreign currency translation adjustment | 7,048 | 43,108 | 18,417 | 54,376 |
Comprehensive income (loss) | $ 214,530 | $ 25,853 | $ 169,775 | $ (616,632) |
Earnings (Loss) per share | ||||
Basic | $ 0.03 | $ (0.01) | $ 0.02 | $ (0.26) |
Diluted | $ 0.03 | $ (0.01) | $ 0.02 | $ (0.26) |
Weighted average common shares outstanding | ||||
Basic | 7,039,357 | 2,709,357 | 6,355,468 | 2,571,387 |
Diluted | 7,948,091 | 2,709,357 | 7,259,155 | 2,571,387 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity - 6 months ended Jun. 30, 2017 - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Income (Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2016 | $ 313 | $ 1,283,422 | $ (740,651) | $ (50,806) | $ 492,278 | |
Balance, shares at Dec. 31, 2016 | 3,131,579 | |||||
Issuance of common stock January 2017, Pride Acquisition | $ 380 | (380) | ||||
Issuance of common stock January 2017, Pride Acquisition, shares | 3,800,000 | |||||
Common stock issued for services | $ 1 | 4,999 | 5,000 | |||
Common stock issued for services, shares | 10,000 | |||||
Stock-based compensation expense | 13,456 | 13,456 | ||||
Proceeds from stock option exercise | $ 10 | 990 | $ 1,000 | |||
Proceeds from stock option exercise, shares | 100,000 | (100,000) | ||||
Net Loss | 151,358 | 18,417 | $ 151,358 | |||
Balance at Jun. 30, 2017 | $ 704 | $ 1,302,487 | $ (589,293) | $ (32,389) | $ 681,509 | |
Balance, shares at Jun. 30, 2017 | 7,041,579 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 151,358 | $ (671,008) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 14,559 | 7,514 |
Stock-based compensation | 18,456 | 387,450 |
Change in operating assets and liabilities: | ||
Accounts and retainage receivable | (929,652) | 564,016 |
Prepaid expenses and other costs | 8,099 | 768 |
Costs in excess of billings | 69,843 | 52,902 |
Accounts payable and accrued expenses | 339,043 | (230,175) |
Billings in excess of costs | 88,802 | (50,957) |
Net cash provided by (used in) provided by operating activities | (239,492) | 60,510 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (19,889) | (551) |
Proceeds from disposition of property and equipment | 2,298 | 7,671 |
Net cash provided by (used in) investing activities | (17,591) | 7,120 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock, net | 450,000 | |
Proceeds related to stock option exercises | 1,000 | |
Repayment to stockholders | (1,829) | |
Net cash provided by financing activities | 1,000 | 448,171 |
Net Increase (decrease) in cash and cash equivalents | (256,803) | 515,801 |
Effect of foreign currency translation on cash | 11,985 | 35,620 |
Cash and cash equivalents, beginning of period | 537,867 | 141,332 |
Cash and cash equivalents, end of period | $ 293,769 | $ 692,753 |
Organization and Line of Busine
Organization and Line of Business | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Line of Business | 1. ORGANIZATION AND LINE OF BUSINESS H/Cell Energy Corporation (the “Company”) was incorporated in the state of Nevada on August 17, 2015. The Company, based in Flemington, N.J., is a company whose principal operations consist of designing and installing hydrogen energy systems. Effective January 31, 2017, the Company acquired The Pride Group (QLD) Pty Ltd, an Australian company (“Pride”) (see Note 10). Founded in 1997, Pride is a provider of security systems integration for a variety of customers in the government and commercial sector and has launched a new clean energy systems division to focus on the high growth renewable energy market in Asia-Pacific. The Company has developed a hydrogen energy system for residential and commercial use designed to create electricity. This unique system uses renewable energy as its source for hydrogen production. It functions as a self-sustaining clean energy system. It can be configured as an off grid solution for all electricity needs or it can be connected to the grid to generate energy credits. Its production of hydrogen is truly eco-friendly, as it is not produced by the use of fossil fuels. It is a revolutionary green-energy concept that is safe, renewable, self-sustaining and cost effective. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and cover the six months ended June 30, 2017. These condensed consolidated financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2016. Results of operations for the three and six month periods ended June 30, 2017 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2017. The other information in these condensed consolidated financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. Use of Estimates The preparation of 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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Accounts and Retainage Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. At June 30, 2017 and 2016, there was no allowance for doubtful accounts required. Property and Equipment, and Depreciation Property and equipment are stated at cost. Depreciation is generally provided using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease or the estimated useful life of the improvement. Repairs and maintenance that do not improve or extend the lives of the property and equipment are charged to expense as incurred. Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that are recorded as an element of stockholder’s equity but are excluded from net income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments. Foreign Currency Translation Assets, liabilities, revenue and expenses denominated in non-U.S. currencies are translated at the rate of exchange prevailing on the date of the balance sheet. Gains (losses) on translation of the financial statements are from the Company’s operations where the functional currency is not the U.S. dollar. Translation gains (losses) are reflected as a component of accumulated other comprehensive income (loss). Gains (losses) on foreign currency transactions are included in the statements of operations. Revenue Recognition Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts. Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. Revenues and expenses related to service and maintenance contracts are booked when costs are incurred and billed when the job is complete. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. 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 and are recognized in the period in which the revisions are determined. Cash and Cash Equivalents Cash and cash equivalents includes cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of June 30, 2017. At times during the six months ended June 30, 2017, balances exceeded the FDIC insurance limit of $250,000. Research and Development Costs Research and development costs are expensed as incurred. These costs consist primarily of consulting fees, salaries and direct payroll related costs. Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The forfeiture rate is estimated using historical option cancellation information, adjusted for anticipated changes in expected exercise and employment termination behavior. Our outstanding awards do not contain market or performance conditions and all options were granted for past services. Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to FASB ASC 740, Income Taxes The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. The Company’s 2015 return is still open for examination by the taxing authorities. There was no provision for income taxes for the three or six months ended June 30, 2017. Fair Value of 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. Operating Loss and Tax Credit Carryforwards At June 30, 2017, the Company has loss carryforwards totaling approximately $137,000 that may be offset against future taxable income. The carryforward expires in 2036. 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 dilutive securities because their inclusion would be anti-dilutive. Potentially-dilutive securities excluded from the computation of basic and diluted net loss per share for the three and six months ended June 30, 2017 are as follows: June 30, 2017 Options to purchase common stock 1,000,000 Totals 1,000,000 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 3. RELATED PARTY TRANSACTIONS The Company’s current office space consists of approximately 800 square feet, which is donated to it from one of its executive officers. There is no lease agreement and the Company pays no rent. Effective February 4, 2016, the Company sold 526,316 shares of common stock to Reza Enterprises, Inc., an entity beneficially owned by Rezaul Karim. In connection with, and as a condition of closing, the Company agreed to appoint Rezaul Karim to its board of directors. Rezaul Karim resigned from the board of directors effective April 1, 2017. In June 2016, the Company entered into a contract with Rezaul Karim, then one of its directors, for the installation of an HC-1 system. The system installation was approximately 90% complete as of June 30, 2017 and generated $40,253 of revenue for the six months ended June 30, 2017. The Company subcontracted the installation of the system to Renewable Energy Holdings LLC (“REH”), a company owned by Mike Strizki, one of the Company’s executive officers. James Strizki, one of the Company’s executive officers and former director, is vice president of operations at REH. Costs incurred were $50,345 for REH for the six months ended June 30, 2017. On April 1, 2017, the Company entered into a consulting agreement with Rezaul Karim for a period of one year. As such his function will be to promote our products and services. In April 2017, Rezaul Karim exercised 100,000 options. The Company has entered into agreements to indemnify its directors and executive officers, in addition to the indemnification provided for in the Company’s articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of the Company’s directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provided services at the Company’s request. The Company believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. At June 30, 2017 and December 31, 2016, the balances due to Turquino Equity LLC, a significant shareholder, amounted to approximately $46,000 and $52,000, respectively, which are included in accounts payable on the balance sheet. These balances represent expenses for management services. For the three months ended June 30, 2017 and 2016, management fees expensed totaled approximately $45,000 and $38,000 respectively. For the six months ended June 30, 2017 and 2016, management fees expensed totaled approximately $91,000 and $77,000, respectively. |
Significant Concentrations of C
Significant Concentrations of Credit Risk | 6 Months Ended |
Jun. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Significant Concentrations of Credit Risk | 4. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Cash is maintained at an authorized deposit-taking institution (bank) incorporated in both the United States and Australia and is insured by the U.S. Federal Deposit Insurance Corporation and Australian Securities & Investments Commission up to $250,000 and approximately $186,000 USD in total, respectively. Credit risk for trade accounts is concentrated as well because substantially all of the balances are receivable from entities located within certain geographic regions. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions, but does not generally require collateral. In addition, at June 30, 2017, approximately 60% of the Company’s accounts receivable was due from two unrelated customers, 36% and 24%, respectively; and, at June 30, 2016, approximately 25% was due from two unrelated customers, 13% and 12%, respectively. |
Major Customers
Major Customers | 6 Months Ended |
Jun. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Major Customers | 5. MAJOR CUSTOMERS There were two customers with a concentration of 10% or higher 27%, and 22%, respectively, for the three months ended June 30, 2017, and 35% and 17%, respectively, for the six months ended June 30, 2017. During the three and six months ended June 30, 2016, there was one customer with a concentration of 10% or higher of the Company’s revenue, 10% and 18%, respectively. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. PROPERTY AND EQUIPMENT At June 30, 2017 and December 31, 2016, property and equipment were comprised of the following: June 30, 2017 December 31, 2016 Furniture and fixtures (5 to 7 years) $ 6,736 $ 6,320 Machinery and equipment (5 to 7 years) 35,284 34,480 Computer and software (3 to 5 years) 84,310 79,098 Auto and truck (5 to 7 years) 238,447 227,456 Leasehold improvements (life of lease) 39,891 37,425 404,668 384,779 Less accumulated depreciation 305,592 284,963 $ 102,076 $ 99,816 Depreciation expense for the three months ended June 30, 2017 and 2016 were $7,529 and $4,182 respectively. Depreciation expense for the six months ended June 30, 2017 and 2016 amounted to $14,559 and $7,514, respectively. |
Uncompleted Contracts
Uncompleted Contracts | 6 Months Ended |
Jun. 30, 2017 | |
Contractors [Abstract] | |
Uncompleted Contracts | 7. UNCOMPLETED CONTRACTS Costs, estimated earnings and billings on uncompleted contracts are summarized as follows at June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Costs incurred on uncompleted contracts $ 2,253,444 $ 2,193,406 Estimated earnings 1,051,706 629,086 Costs and estimated earnings on uncompleted contracts 3,305,150 2,822,492 Billings to date 3,252,542 2,558,700 Costs and estimated earnings in excess of billings on uncompleted contracts 52,608 263,792 Costs and earnings in excess of billings on completed contracts 194,361 255,426 $ (141,753 ) $ 8,366 Costs in excess of billings $ 27,166 $ 91,904 Billings in excess of cost (168,919 ) (83,538 ) $ (141,753 ) $ 8,366 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
Leases | 8. LEASES The Company entered into two operating leases for office space in Woombye and Brisbane, Queensland, Australia, both expiring in April 2018. The future minimum payments on the leases for each of the next two years and in the aggregate amount to the following: Year ending December 31, 2017 $ 38,883 2018 68,005 $ 106,888 Rent expense for the three months ended June 30, 2017 and 2016 was approximately $22,000. Rent expense for each of the six months ended June 30, 2017 and 2016 amounted to approximately $45,000 and is included in “General and Administrative” expenses on the related statements of operations. |
Contract Backlog
Contract Backlog | 6 Months Ended |
Jun. 30, 2017 | |
Contract Backlog | |
Contract Backlog | 9. CONTRACT BACKLOG As of June 30, 2017, the Company had a contract backlog approximating $819,000, with anticipated direct costs to completion approximating $626,600. At June 30, 2016, the Company had a contract backlog approximating $1,557,500 with anticipated direct costs to completion approximating $1,298,000. |
Acquisition Under Common Contro
Acquisition Under Common Control | 6 Months Ended |
Jun. 30, 2017 | |
Acquisition Under Common Control | |
Acquisition Under Common Control | 10. ACQUISITION UNDER COMMON CONTROL On January 31, 2017 (the “Closing Date”), the Company entered into a share exchange agreement (the “Exchange Agreement”) by and among the Company, The Pride Group (QLD) Pty Ltd., an Australian corporation (“Pride”), Turquino Equity LLC (“Turquino”) and Stephen Paul Mullane and Marie Louise Mullane as Trustees of the Mullane Family Trust (the “Mullane Trust” and together with Turquino, the “Pride Shareholders”). Andrew Hidalgo and Matthew Hidalgo, the Company’s Chief Executive Officer and Chief Financial Officer, respectively, are each a managing partner of Turquino. Pursuant to the Exchange Agreement, the Company acquired all of the issued and outstanding capital stock of Pride from the Pride Shareholders in exchange for an aggregate of 3,800,000 shares of the Company’s common stock (the “Acquisition Shares”). As a result, the combination of the Company and Pride pursuant to the Exchange Agreement is considered a business combination of companies under common control and will be accounted for in a manner similar to a pooling-of-interests. The accompanying financial statements have been retrospectively restated as a result of an acquisition of another company under common control with the Company, which was completed in January 2017. |
Stock Options Awards and Grants
Stock Options Awards and Grants | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options Awards and Grants | 11. STOCK OPTIONS AWARDS AND GRANTS A summary of the stock option activity and related information for the 2016 Plan from August 17, 2015 (date of inception) to June 30, 2017 is as follows: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2015 - Grants 1,000,000 $ 0.01 5.00 $ 387,450 Exercised - Canceled - Outstanding at December 31, 2016 1,000,000 $ 0.01 4.19 $ 387,450 Grants 100,000 2.00 3.25 107,653 Exercised (100,000 ) 0.01 - (38,745 ) Canceled - Outstanding at June 30, 2017 1,000,000 $ 1.00 3.35 456,358 Exercisable at June 30, 2017 1,000,000 $ 1.00 3.35 $ 456,358 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s estimated market stock price of $0.3958 as of March 31, 2016, which would have been received by the option holders had those option holders exercised their options as of that date. It also includes options granted at exercise price of $2.00, which is equal to the closing sales price of the Corporation’s common stock on the date of grant. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees and for non-statutory options granted to employees. For incentive options granted to employees, the Company accounts for the expected life in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards was estimated using the Black-Scholes pricing model. The following table presents information related to stock options at June 30, 2017: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.01 1,000,000 3.35 1,000,000 As of June 30, 2017, there was no unrecognized compensation expense. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 12. SEGMENT INFORMATION Our business is organized into two reportable segments: renewable systems integration revenue and non-renewable systems integration revenue. Asset information by operating segment is not presented below since our chief operating decision maker (“CODM”) does not review this information by segment. Our CODM is our chief executive officer. The reporting segments follow the same accounting policies used in the preparation of the Company’s unaudited condensed consolidated financial statements. The following represents selected information for the Company’s reportable segments for the three and six months ended June 30, 2017 and 2016. For the Three Months Ended For the Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Revenue by segment Renewable Systems integration $ 24,163 $ 1,500 $ 40,253 $ 1,500 Non-renewable system Integration 1,906,495 1,531,479 3,757,250 2,747,483 $ 1,930,658 $ 1,532,979 $ 3,797,503 $ 2,748,983 Cost of sales by segment Renewable Systems integration $ 34,440 $ 1,500 $ 50,345 $ 1,500 Non-renewable system Integration 1,147,909 990,723 2,561,729 1,904,985 $ 1,182,349 $ 992,223 $ 2,612,074 $ 1,906,485 Operating expenses Renewable Systems integration $ 102,169 $ 60,122 $ 148,604 $ 491,127 Non-renewable system Integration 440,955 505,656 887,765 1,030,050 $ 543,124 $ 565,778 $ 1,036,369 $ 1,521,177 Operating (loss) income by segment Renewable Systems integration $ (112,446 ) $ (60,122 ) $ (158,696 ) $ (491,127 ) Non-renewable system Integration 317,631 35,100 307,756 (187,552 ) $ 205,185 $ (25,022 ) $ 149,060 $ (678,679 ) |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 13. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). This ASU provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry specific guidance. The standard’s core principle is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers” (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal years beginning after December 15, 2016. We have begun a limited evaluation of the provisions of ASU 2014-09 and the impact, if any, it may have on our financial position and results of operations. In March 2016, FASB issued ASU No. 2016-09, “Improvements to Employee Share-based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We do not believe the accounting standards currently adopted have a material effect on the accompanying condensed consolidated financial statements. During January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is not permitted with the exception of certain provisions related to the presentation of other comprehensive income. The adoption of ASU 2016-01 is not expected to have a material impact on our financial position, results of operations or cash flows. During February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). The standard requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2016-02 is not expected to have a material impact on our financial position, results of operations or cash flows due to an insignificant number of leases that the Company has entered into. In August 2016, FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU No. 2016-15 to have a material impact on its financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”) to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this new guidance, modification accounting is required if the fair value, vesting conditions, or classification of the award changes as a result of the change in terms or conditions. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company does not expect the adoption of this guidance to have a material impact on the financial statements. Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings (Loss) per share | |
Net Income Per Share | 14. NET INCOME PER SHARE The following table sets forth the information needed to compute basic and diluted earnings per share: Three months ended June 30, 2017 Six months ended June 30, 2017 Net income $ 207,482 $ 151,358 Weighted average common shares outstanding 7,039,357 6,355,468 Dilutive securities Options 908,734 903,687 Diluted weighted average common shares outstanding 7,948,091 7,259,155 Basic net income per share $ 0.03 $ 0.02 Diluted net income per share $ 0.03 $ 0.02 For the three and six month periods ended June 30, 2016, certain potential shares of common stock have been excluded from the calculation of diluted income per share because of a net loss, and therefore, the effect on diluted income per share would have been anti-dilutive. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. SUBSEQUENT EVENTS On July 14, 2017, an aggregate of 50,000 non-statutory options were granted to two employees with such options vesting 25% on each of the first through fourth anniversary of issuance, expiring five years from the date of issuance an having an exercise price of $1.50, which is equal to the closing sales price of the Company’s common stock on the date of grant. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and cover the six months ended June 30, 2017. These condensed consolidated financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2016. Results of operations for the three and six month periods ended June 30, 2017 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2017. The other information in these condensed consolidated financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. |
Use of Estimates | Use of Estimates The preparation of 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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Accounts and Retainage Receivable | Accounts and Retainage Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. At June 30, 2017 and 2016, there was no allowance for doubtful accounts required. |
Property and Equipment, and Depreciation | Property and Equipment, and Depreciation Property and equipment are stated at cost. Depreciation is generally provided using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease or the estimated useful life of the improvement. Repairs and maintenance that do not improve or extend the lives of the property and equipment are charged to expense as incurred. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that are recorded as an element of stockholder’s equity but are excluded from net income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments. |
Foreign Currency Translation | Foreign Currency Translation Assets, liabilities, revenue and expenses denominated in non-U.S. currencies are translated at the rate of exchange prevailing on the date of the balance sheet. Gains (losses) on translation of the financial statements are from the Company’s operations where the functional currency is not the U.S. dollar. Translation gains (losses) are reflected as a component of accumulated other comprehensive income (loss). Gains (losses) on foreign currency transactions are included in the statements of operations. |
Revenue Recognition | Revenue Recognition Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts. Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. Revenues and expenses related to service and maintenance contracts are booked when costs are incurred and billed when the job is complete. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. 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 and are recognized in the period in which the revisions are determined. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents includes cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of June 30, 2017. At times during the six months ended June 30, 2017, balances exceeded the FDIC insurance limit of $250,000. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. These costs consist primarily of consulting fees, salaries and direct payroll related costs. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The forfeiture rate is estimated using historical option cancellation information, adjusted for anticipated changes in expected exercise and employment termination behavior. Our outstanding awards do not contain market or performance conditions and all options were granted for past services. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to FASB ASC 740, Income Taxes The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. The Company’s 2015 return is still open for examination by the taxing authorities. There was no provision for income taxes for the three or six months ended June 30, 2017. |
Fair Value of Financial Instruments | Fair Value of 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. |
Operating Loss and Tax Credit Carryforwards | Operating Loss and Tax Credit Carryforwards At June 30, 2017, the Company has loss carryforwards totaling approximately $137,000 that may be offset against future taxable income. The carryforward expires in 2036. |
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 dilutive securities because their inclusion would be anti-dilutive. Potentially-dilutive securities excluded from the computation of basic and diluted net loss per share for the three and six months ended June 30, 2017 are as follows: June 30, 2017 Options to purchase common stock 1,000,000 Totals 1,000,000 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Potential Antidilutive Computation of Basic and Diluted Net Loss Per Share | Potentially-dilutive securities excluded from the computation of basic and diluted net loss per share for the three and six months ended June 30, 2017 are as follows: June 30, 2017 Options to purchase common stock 1,000,000 Totals 1,000,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At June 30, 2017 and December 31, 2016, property and equipment were comprised of the following: June 30, 2017 December 31, 2016 Furniture and fixtures (5 to 7 years) $ 6,736 $ 6,320 Machinery and equipment (5 to 7 years) 35,284 34,480 Computer and software (3 to 5 years) 84,310 79,098 Auto and truck (5 to 7 years) 238,447 227,456 Leasehold improvements (life of lease) 39,891 37,425 404,668 384,779 Less accumulated depreciation 305,592 284,963 $ 102,076 $ 99,816 |
Uncompleted Contracts (Tables)
Uncompleted Contracts (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Contractors [Abstract] | |
Summary of Cost, Estimated Earnings and Billings on Uncompleted Contracts | Costs, estimated earnings and billings on uncompleted contracts are summarized as follows at June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Costs incurred on uncompleted contracts $ 2,253,444 $ 2,193,406 Estimated earnings 1,051,706 629,086 Costs and estimated earnings on uncompleted contracts 3,305,150 2,822,492 Billings to date 3,252,542 2,558,700 Costs and estimated earnings in excess of billings on uncompleted contracts 52,608 263,792 Costs and earnings in excess of billings on completed contracts 194,361 255,426 $ (141,753 ) $ 8,366 Costs in excess of billings $ 27,166 $ 91,904 Billings in excess of cost (168,919 ) (83,538 ) $ (141,753 ) $ 8,366 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Payments on Leases | The future minimum payments on the leases for each of the next two years and in the aggregate amount to the following: Year ending December 31, 2017 $ 38,883 2018 68,005 $ 106,888 |
Stock Options Awards and Gran27
Stock Options Awards and Grants (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of the stock option activity and related information for the 2016 Plan from August 17, 2015 (date of inception) to June 30, 2017 is as follows: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2015 - Grants 1,000,000 $ 0.01 5.00 $ 387,450 Exercised - Canceled - Outstanding at December 31, 2016 1,000,000 $ 0.01 4.19 $ 387,450 Grants 100,000 2.00 3.25 107,653 Exercised (100,000 ) 0.01 - (38,745 ) Canceled - Outstanding at June 30, 2017 1,000,000 $ 1.00 3.35 456,358 Exercisable at June 30, 2017 1,000,000 $ 1.00 3.35 $ 456,358 |
Schedule of Stock Option Outstanding | The following table presents information related to stock options at June 30, 2017: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.01 1,000,000 3.35 1,000,000 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments Information | The following represents selected information for the Company’s reportable segments for the three and six months ended June 30, 2017 and 2016. For the Three Months Ended For the Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Revenue by segment Renewable Systems integration $ 24,163 $ 1,500 $ 40,253 $ 1,500 Non-renewable system Integration 1,906,495 1,531,479 3,757,250 2,747,483 $ 1,930,658 $ 1,532,979 $ 3,797,503 $ 2,748,983 Cost of sales by segment Renewable Systems integration $ 34,440 $ 1,500 $ 50,345 $ 1,500 Non-renewable system Integration 1,147,909 990,723 2,561,729 1,904,985 $ 1,182,349 $ 992,223 $ 2,612,074 $ 1,906,485 Operating expenses Renewable Systems integration $ 102,169 $ 60,122 $ 148,604 $ 491,127 Non-renewable system Integration 440,955 505,656 887,765 1,030,050 $ 543,124 $ 565,778 $ 1,036,369 $ 1,521,177 Operating (loss) income by segment Renewable Systems integration $ (112,446 ) $ (60,122 ) $ (158,696 ) $ (491,127 ) Non-renewable system Integration 317,631 35,100 307,756 (187,552 ) $ 205,185 $ (25,022 ) $ 149,060 $ (678,679 ) |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings (Loss) per share | |
Schedule of Compute Basic and Diluted Earnings Per Share | The following table sets forth the information needed to compute basic and diluted earnings per share: Three months ended June 30, 2017 Six months ended June 30, 2017 Net income $ 207,482 $ 151,358 Weighted average common shares outstanding 7,039,357 6,355,468 Dilutive securities Options 908,734 903,687 Diluted weighted average common shares outstanding 7,948,091 7,259,155 Basic net income per share $ 0.03 $ 0.02 Diluted net income per share $ 0.03 $ 0.02 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | |||
FDIC insured limit amount | 250,000 | 250,000 | |
Income tax provisions | |||
Operating Loss carryforwards offset against future taxable income | $ 137,000 | $ 137,000 | |
Operating loss carryforwards expires date | 2,036 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Potential Antidilutive Computation of Basic and Diluted Net Loss Per Share (Details) | 6 Months Ended |
Jun. 30, 2017shares | |
Totals | 1,000,000 |
Options To Purchase Common Stock [Member] | |
Totals | 1,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Apr. 02, 2017shares | Apr. 30, 2017shares | Jun. 30, 2017USD ($)ft²shares | Jun. 30, 2016USD ($) | Dec. 31, 2015shares | Jun. 30, 2017USD ($)ft²shares | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)shares | Feb. 04, 2016shares |
Number of common shares issued | shares | 7,041,579 | 7,041,579 | 3,131,579 | ||||||
Revenue from related party | $ | $ 24,163 | $ 1,500 | $ 40,253 | $ 1,500 | |||||
Related party costs | $ | 34,440 | 1,500 | $ 50,345 | 1,500 | |||||
Number of options exercised | shares | (100,000) | ||||||||
Due to related party | $ | 46,000 | $ 46,000 | $ 52,000 | ||||||
Management expenses | $ | $ 45,000 | $ 38,000 | $ 91,000 | $ 77,000 | |||||
Rezaul Karim [Member] | |||||||||
Equity ownership percentage | 90.00% | 90.00% | |||||||
Number of options exercised | shares | 100,000 | ||||||||
Executive Officers [Member] | |||||||||
Area of office | ft² | 800 | 800 | |||||||
Reza Enterprises, Inc [Member] | |||||||||
Number of common shares issued | shares | 526,316 | ||||||||
Related party costs | $ | $ 50,345 | ||||||||
Rezaul Karim [Member] | |||||||||
Number of options exercised | shares | 100,000 |
Significant Concentrations of33
Significant Concentrations of Credit Risk (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
FDIC insured limit amount | $ 250,000 | $ 250,000 | |
One Customers [Member] | |||
Concentrations of credit risk percentage | 27.00% | 35.00% | |
Accounts Receivable [Member] | Two Unrelated Customers [Member] | |||
Concentrations of credit risk percentage | 60.00% | ||
Accounts Receivable [Member] | Unrelated Customers One [Member] | |||
Concentrations of credit risk percentage | 36.00% | 13.00% | |
Accounts Receivable [Member] | Unrelated Customers Two [Member] | |||
Concentrations of credit risk percentage | 24.00% | 12.00% | |
Accounts Receivable [Member] | One Customers [Member] | |||
Concentrations of credit risk percentage | 25.00% | ||
FDIC, AustralianSecurities and Investments Commission [Member] | |||
FDIC insured limit amount | $ 186,000 | $ 186,000 |
Major Customers (Details Narrat
Major Customers (Details Narrative) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | |
One Customers [Member] | |||
Concentrations of credit risk percentage | 27.00% | 35.00% | |
Two Customers [Member] | |||
Concentrations of credit risk percentage | 22.00% | 17.00% | |
Revenue [Member] | One Customers [Member] | |||
Concentrations of credit risk percentage | 10.00% | ||
Revenue [Member] | Two Customers [Member] | |||
Concentrations of credit risk percentage | 18.00% |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 7,529 | $ 4,182 | $ 14,559 | $ 7,514 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Property and Equipment, Gross | $ 404,668 | $ 384,779 |
Less accumulated depreciation | 305,592 | 284,963 |
Property and Equipment, Net | 102,076 | 99,816 |
Furniture and Fixtures [Member] | ||
Property and Equipment, Gross | $ 6,736 | 6,320 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property and equipment estimate useful life | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property and equipment estimate useful life | 7 years | |
Machinery and Equipment [Member] | ||
Property and Equipment, Gross | $ 35,284 | 34,480 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property and equipment estimate useful life | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property and equipment estimate useful life | 7 years | |
Computer and Software [Member] | ||
Property and Equipment, Gross | $ 84,310 | 79,098 |
Computer and Software [Member] | Minimum [Member] | ||
Property and equipment estimate useful life | 3 years | |
Computer and Software [Member] | Maximum [Member] | ||
Property and equipment estimate useful life | 5 years | |
Auto and Truck [Member] | ||
Property and Equipment, Gross | $ 238,447 | 227,456 |
Auto and Truck [Member] | Minimum [Member] | ||
Property and equipment estimate useful life | 5 years | |
Auto and Truck [Member] | Maximum [Member] | ||
Property and equipment estimate useful life | 7 years | |
Leasehold Improvements [Member] | ||
Property and Equipment, Gross | $ 39,891 | $ 37,425 |
Property and equipment estimate useful life description | life of lease |
Uncompleted Contracts - Summary
Uncompleted Contracts - Summary of Cost, Estimated Earnings and Billings on Uncompleted Contracts (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Contractors [Abstract] | ||
Costs incurred on uncompleted contracts | $ 2,253,444 | $ 2,193,406 |
Estimated earnings | 1,051,706 | 629,086 |
Costs and estimated earnings on uncompleted contracts | 3,305,150 | 2,822,492 |
Billings to date | 3,252,542 | 2,558,700 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 52,608 | 263,792 |
Costs and earnings in excess of billings on completed contracts | 194,361 | 255,426 |
Costs in excess of billings | 27,166 | 91,904 |
Billings in excess of cost | (168,919) | (83,538) |
Billings on Uncompleted Contracts total | $ (141,753) | $ 8,366 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Leases [Abstract] | ||||
Operating lease expiration date | Apr. 30, 2018 | |||
Rent expense | $ 22,000 | $ 22,000 | $ 45,000 | $ 45,000 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments on Leases (Details) | Jun. 30, 2017USD ($) |
Leases [Abstract] | |
2,017 | $ 38,883 |
2,018 | 68,005 |
Total | $ 106,888 |
Contract Backlog (Details Narra
Contract Backlog (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Contract Backlog | ||
Contract backlog | $ 819,000 | $ 1,557,500 |
Direct costs | $ 626,600 | $ 1,298,000 |
Acquisition Under Common Cont41
Acquisition Under Common Control (Details Narrative) | Jan. 13, 2017shares |
Exchange Agreement [Member] | |
Stock issued during period acquisition | 3,800,000 |
Stock Options Awards and Gran42
Stock Options Awards and Grants (Details Narrative) - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Market stock price | $ 0.3958 | |||
Options granted at exercise price | $ 2 | $ 0.01 | ||
Unrecognized compensation expense |
Stock Options Awards and Gran43
Stock Options Awards and Grants - Schedule of Stock Option Activity (Details) - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Jun. 30, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of Shares Outstanding at beginning | 1,000,000 | ||
Number of Shares, Grants | 100,000 | 1,000,000 | |
Number of Shares, Exercised | (100,000) | ||
Number of Shares, Cancelled | |||
Number of Shares, Outstanding at end | 1,000,000 | 1,000,000 | |
Number of Shares, Exercisable at end | 1,000,000 | ||
Weighted-Average Exercise Price Outstanding at beginning | $ 0.01 | ||
Weighted-Average Exercise Price Grants | 2 | 0.01 | |
Weighted-Average Exercise Price Exercised | 0.01 | ||
Weighted-Average Exercise Price Outstanding at end | 1 | 0.01 | |
Weighted-Average Exercise Price Exercisable at end | $ 1 | ||
Weighted-Average Remaining Contractual Term Outstanding at end | 0 years | 4 years 2 months 8 days | 0 years |
Weighted-Average Remaining Contractual Term Grants | 0 years | 3 years 2 months 30 days | 5 years |
Weighted-Average Remaining Contractual Term Outstanding at end | 0 years | 3 years 4 months 6 days | 4 days |
Weighted-Average Remaining Contractual Term Exercisable at end | 0 years | 3 years 4 months 6 days | 0 years |
Aggregate Intrinsic Value Outstanding at beginning | $ 387,450 | ||
Aggregate Intrinsic Value Grants | $ 107,653 | $ 387,450 | |
Aggregate Intrinsic Value Excercised | $ (38,745) | ||
Aggregate Intrinsic Value Outstanding at end | 456,358 | $ 387,450 | |
Aggregate Intrinsic Value Exercisable at end | $ 456,358 |
Stock Options Awards and Gran44
Stock Options Awards and Grants - Schedule of Stock Option Outstanding (Details) - Exercise Price $0.01 [Member] | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Option Exercise Price | $ / shares | $ 0.01 |
Number of Options, Outstanding | 1,000,000 |
Weighted Average Remaining Life | 3 years 4 months 6 days |
Exercisable Number of Options | 1,000,000 |
Segment Information (Details Na
Segment Information (Details Narrative) | 6 Months Ended |
Jun. 30, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segments Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | $ 1,930,658 | $ 1,532,979 | $ 3,797,503 | $ 2,748,983 |
Cost of Sales | 1,182,349 | 992,223 | 2,612,074 | 1,906,485 |
Operating Expenses | 543,124 | 565,778 | 1,036,369 | 1,521,177 |
Operating (Loss) Income | 205,185 | (25,022) | 149,060 | 678,679 |
Renewable Systems Integration [Member] | ||||
Revenue | 24,163 | 1,500 | 40,253 | 1,500 |
Cost of Sales | 34,440 | 1,500 | 50,345 | 1,500 |
Operating Expenses | 102,169 | 60,122 | 148,604 | 491,127 |
Operating (Loss) Income | (112,446) | (60,122) | (158,696) | (491,127) |
Non-renewable Systems Integration [Member] | ||||
Revenue | 1,906,495 | 1,531,479 | 3,757,250 | 2,747,483 |
Cost of Sales | 1,147,909 | 990,723 | 2,561,729 | 1,904,985 |
Operating Expenses | 440,955 | 505,656 | 887,765 | 1,030,050 |
Operating (Loss) Income | $ 317,631 | $ 35,100 | $ 307,756 | $ (187,552) |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Compute Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings (Loss) per share | ||||
Net income | $ 207,482 | $ (17,255) | $ 151,358 | $ (671,008) |
Weighted average common shares outstanding | 7,039,357 | 2,709,357 | 6,355,468 | 2,571,387 |
Dilutive securities Options | 908,734 | 903,687 | ||
Diluted weighted average common shares outstanding | 7,948,091 | 2,709,357 | 7,259,155 | 2,571,387 |
Basic net income per share | $ 0.03 | $ (0.01) | $ 0.02 | $ (0.26) |
Diluted net income per share | $ 0.03 | $ (0.01) | $ 0.02 | $ (0.26) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | Jul. 14, 2017 | Dec. 31, 2015 | Jun. 30, 2017 | Dec. 31, 2016 |
Number of options granted | 100,000 | 1,000,000 | ||
Subsequent Event [Member] | Two Employees [Member] | ||||
Number of options granted | 50,000 | |||
Stock option vesting percentage | 25.00% | |||
Stock option term | 5 years | |||
Shares issued price per share | $ 1.50 |