OMNIQ (OMQS) 10-Q 12 Nov 14 2014 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Sep. 30, 2014
Document and Entity Information	'
Entity Registrant Name	'QUEST SOLUTION, INC.
Document Type	'10-Q
Document Period End Date	30-Sep-14
Amendment Flag	'false
Entity Central Index Key	'0000278165
Current Fiscal Year End Date	'--12-31
Entity Common Stock, Shares Outstanding	33,710,416
Entity Filer Category	'Smaller Reporting Company
Entity Current Reporting Status	'Yes
Entity Voluntary Filers	'No
Entity Well-known Seasoned Issuer	'No
Document Fiscal Year Focus	'2014
Document Fiscal Period Focus	'Q3

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current assets	'	'
Cash	$1,584,699	$13,302
Accounts receivable	4,505,617	1,559
Inventory	63,552	'
Prepaids	289,590	76,032
Prepaids - related party	231,508	'
Loan receivable	'	78,733
Note receivable	500	5,000
Interest receivable	'	18,262
Total current assets	6,675,466	192,888
Other Assets	'	'
Deposits	4,400	950
Fixed assets, net	69,530	'
Goodwill	14,691,372	'
Intangibles, net	469,214	'
License agreement	'	2,212,400
Total other assets	15,234,516	2,213,350
Total assets	21,909,982	2,406,238
Current liabilities	'	'
Accounts payable and accrued liabilities	4,949,817	278,010
Accounts payable and accrued liabilities - related party	15,678	42,000
Accrued payroll - related party	180,000	45,000
Advances payable - related party	101,456	32,442
Accrued payroll and sales tax	413,670	'
Other liabilities	755,344	'
Loan payable	10,000	20,000
Line of credit	'	97,491
Current portion of note payable, related party	3,155,250	'
Note payable, related party	834,960	'
Current portion of long-term convertible debt	'	25,000
Total current liabilities	10,416,175	539,943
Long-term liabilities	'	'
Note payable	11,251,000	'
Convertible note payable	'	1,975,000
Total long-term liabilities	11,251,000	1,975,000
Total liabilities	21,667,175	2,514,943
Stockholders' equity (deficit)	'	'
Preferred stock value	500	3,500
Common stock value	33,710	34,935
Unamortized stock-based compensation	'	-23,400
Common stock unissued value	'	360
Additional paid-in capital	17,205,399	16,919,705
Accumulated deficit	-16,996,802	-17,043,805
Total stockholders' equity (deficit)	242,807	-108,705
Total liabilities and stockholders' equity (deficit)	$21,909,982	$2,406,238

BALANCE_SHEETS_parenthetical

BALANCE SHEETS (parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Balance Sheet	'	'
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares outstanding	500,000	3,500,000
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	33,710,416	34,935,416

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenue	'	'	'	'
Gross sales	$9,120,927	$804	$26,287,892	$1,559
Less sales returns, discounts and allowances	-36,465	'	-147,024	'
Oil revenues	'	'	'	514
Total Revenue	9,084,462	804	26,140,868	2,073
Cost of goods sold	'	'	'	'
Cost of goods sold	7,072,614	'	20,086,597	'
Cost of goods sold, related party	347,261	'	1,041,784	'
Total costs of goods sold	7,419,875	'	21,128,381	'
Operating expenses	'	'	'	'
General and administrative	222,857	875	723,447	14,111
Salary and employee benefits	1,252,445	'	3,895,458	'
Depreciation and amortization	7,067	'	17,889	'
Stock compensation	54,130	135,878	84,215	192,663
Professional fees	110,005	3,500	377,769	238,374
Total operating expenses	1,646,504	140,253	5,098,778	445,148
Income (loss) from operations	18,083	-139,449	-86,291	-443,075
Other income (expenses):	'	'	'	'
Gain on debt settlement	29,999	'	181,948	19,195
Loss on license settlement	'	'	-93,578	'
Loss on note receivable settlement	'	'	-18,995	'
Interest expense	-375	-41,907	-1,375	-103,878
Other income	15,079	'	65,294	'
Total other income (expenses)	44,703	-41,907	133,294	-84,683
Net income (loss)	$62,786	($181,356)	$47,003	($527,758)
Net income (loss) per share - basic and diluted	$0	($0.01)	$0	($0.02)
Weighted average number of common shares outstanding - basic	33,660,416	25,424,824	33,334,616	24,678,868
Weighted average number of common shares outstanding - diluted	50,445,416	24,470,380	50,119,616	24,297,602

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:	'	'
Net income (loss)	$47,003	($527,758)
Adjustments to reconcile net loss to net cash used by operating activities:	'	'
Stock based compensation - shares for services	67,836	63,281
Depreciation and amortization	-1,449	'
Loss on cancelled shares	-105,901	'
Gain on license	93,578	'
Loss on settlement of debt	-37,491	'
Loss on note receivable settlement	18,995	'
Interest expense	'	118,994
Bad debt expense	1,559	'
Warrants granted	119,892	148,150
Gain on extinguishment of debt	'	-19,196
Changes in operating assets and liabilities:	'	'
(Increase) decrease in accounts receivable	-1,060,873	-1,559
(Increase) decrease in prepaid	'	-16,266
(Increase) decrease in prepaid, related party	1,041,784	'
(Increase) decrease in customer deposit	-45,267	'
Increase / (decrease) in accounts payable and accrued liabilities	301,329	187,567
Increase / (decrease) in accounts payable and accrued liabilities, related party	-26,322	14,088
Increase / (decrease) in salary payable, related party	135,000	'
Increase / (decrease) in other liabilities	455,619	'
Increase / (decrease) in advances from related party	69,014	'
Net cash provided (used) by operating activities	1,074,306	-32,699
Cash flows from investing activities:	'	'
(Proceeds from) cash from acquisition	1,950,120	'
(Proceeds from) change in other assets	3,221	'
(Payments for) license agreements	150,000	'
(Purchase) of notes receivable	'	88,810
Net cash provided (used) by investing activities	1,803,341	-88,810
Cash flows from financing activities:	'	'
Increase in bank overdraft	'	2,814
Proceeds from shares sold	25,000	'
Proceeds from loan receivable	78,000	'
Proceeds from notes receivable	4,500	'
Proceeds (payment) on line of credit	-60,000	89,640
Proceeds (payment) from notes/loans payable	-1,343,750	20,000
Payments on loans, related party	'	3,000
Payments on loans	10,000	'
Proceeds from loan, related party	'	12,000
Net cash provided (used) by financing activities	-1,306,250	121,454
Net increase (decrease) in cash	1,571,397	-55
Cash, beginning of period	13,302	55
Cash, end of period	1,584,699	'
Cash paid for interest	'	'
Cash paid for taxes	'	'
Supplementary cash flow information	'	'
Stock issued for services	124,800	93,850
Warrants issued	591,761	148,150
Stock and warrants for license	'	212,400
Note payable for purchase of intangibles	$450,000	$2,000,000

Basis_of_Presentation

Basis of Presentation	3 Months Ended
	Sep. 30, 2014
Notes	'
Basis of Presentation	'
	NOTE 1 - BASIS OF PRESENTATION
	The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
	These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 and notes thereto included in the Company's Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.
	Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014.
	Summary of Significant Accounting Policies
	This summary of significant accounting policies of Quest Solution, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who is responsible for the integrity and objectivity of the financial statements. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
	Use of estimates
	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
	Cash
	Cash consists of petty cash, checking, savings, and money market accounts.  For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2014 and December 31, 2013.
	The Company maintains its cash in bank deposit accounts which, at times, may exceed federal insured limits.
	Accounts Receivable
	Accounts receivable are carried at their estimated collectible amounts. The Company provides allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company’s management determines which accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made. The Company generally requires no collateral to secure its ordinary accounts receivable.
	Property and Equipment
	Property and equipment are stated at cost and depreciated using both straight-line and accelerated methods over estimated useful lives ranging from 3 to 15 years. Upon disposition of property and equipment, related gains and losses are recorded in operations. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expenses as incurred.
	Shipping and Handling Costs
	The Company classifies shipping and handling costs as operating expenses in the statements of income.
	Advertising
	The Company generally expenses advertising costs as incurred.
	Inventory
	Substantially all inventory consists of finished goods and are valued based upon first-in first-out ("FIFO") cost, not in excess of market. The determination of whether the carrying amount of inventory requires a write-down is based on a detailed evaluation of inventory relative to any potential slowing moving products or discontinued items as well as the market conditions for the specific inventory items.
	Depreciation and amortization
	Depreciation and amortization expense primarily consists of the non-cash write-down of tangible and intangible assets over their expected economic lives. We expect this expense to continue to grow in absolute dollars and potentially as a percentage of revenue as we continue to grow and incur capital expenditures to improve our technological infrastructure and acquire assets through potential future acquisitions.
	Revenue Recognition
	Recurring technology and services revenue consists of subscription-based fees, software subscription license fees, software maintenance fees and hosting fees related to the use of our solution to manage our customers' communications expenses, as well as fees for perpetual software licenses and professional services and products sold.
	We recognize revenue when persuasive evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Recurring technology and services subscription-based fees, software subscription license fees, software maintenance fees and hosting fees are recognized ratably over the term of the period of service. The subscription-based services we provide include help desk, staging, carrier activations and provisioning.
	Sales revenue is recognized upon the shipment of merchandise to customers.  The Company recognizes revenues from software sales when software products are shipped.
	Software license fees consist of fees paid for a perpetual license agreement for our technology, which are recognized in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC 605, Software Revenue Recognition, as amended.
	Professional services related to the implementation of our software products, which we refer to as consulting services, are generally performed on a fixed fee basis under separate service arrangements. Consulting services revenue is recognized as the services are performed by measuring progress towards completion based upon either costs or the achievement of certain milestones.
	Fair Value of Financial Instruments
	The Company’s financial instruments include cash, accounts receivable, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2014 and December 31, 2013. The Company did not engage in any transaction involving derivative instruments.
	As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
	The three levels of the fair value hierarchy are described below:
	Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
	Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
	Recent pronouncements
	The Company’s management has reviewed all of the FASB’s Accounting Standard Updates through September 30, 2014 and has concluded that none will have a material impact on the Company’s financial statements. Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.
	Goodwill
	We test our goodwill and other indefinite-lived intangible assets for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is December 31, at which date we test our reporting units, which is currently our ownership in Quest Solution, Inc.
	As the acquisition occurred during the nine months ended September 30, 2014 we are in the process of completing our goodwill impairment testing by considering multiple avenues inclusive of a qualitative assessment, a market approach and a discounted cash flow method. The market approach method includes the use of comparable multiples of publicly traded companies whose services are comparable to ours. The discounted cash flow method is based on the present value of projected cash flows and a terminal value, which represents the expected normalized cash flows of the segments beyond the cash flows from the discrete projection period.
	We have not yet completed our impairment testing. However, based on our analysis performed thus far with respect to these segments as described above, we believe that the goodwill related to the Quest Solution acquisition was not impaired as of September 30, 2014.

Acquisition_of_Quest_Solution_

Acquisition of Quest Solution, Inc. Disclosure	3 Months Ended
	Sep. 30, 2014
Notes	'
Acquisition of Quest Solution, Inc. Disclosure	'
	NOTE 2 - ACQUISITION OF QUEST SOLUTION, INC.
	On January 10, 2014, the Company completed the purchase of Quest Solution, Inc. ("Quest"), an Oregon corporation in the technology, software, and mobile data collection systems business.
	The purchase price for Quest was $16,000,000.
	The consideration given to the shareholders of Quest Solution, Inc. were as follows:
	A.  A promissory note for $4,969,000, which payments are to be a minimum of 45.0% of the cash earned from EBITDA of Quest Solution, Inc. during the prior quarter.  Once the Holder has received $3,375,000, the principal and interest payments on the promissory note are to be a minimum of 22.5% of the cash earned from EBITDA of Quest Solution, Inc. during the prior quarter.
	The balance of the promissory note is expected to be paid before February 18, 2016, or twenty five (25) months from the date of execution of this agreement. Should the cash flow and payments from EBITDA during the term of this agreement not be sufficient to pay off the loan prior to its maturation, the loan will extend for additional twelve (12) months periods till paid off.
	The holder of the note is permitted to convert up $1,594,000 of the Promissory Note into common shares of the Company at a ratio of one share for every $1.00 of promissory note converted.  This conversion feature is non-transferrable without written consent from the Company.
	B.  A promissory note for $11,031,000, which payments are to be payments on the promissory  note are  to  be a minimum of forty five percent (45%) of the cash earned from EBITDA of Quest Solution, Inc. during the prior quarter.  Once the first promissory note ($4.97mm) has received $3,375,000, the principal and interest payments on this promissory note are to be a minimum of 67.5% of the cash earned from EBITDA of Quest Solution, Inc. during the prior quarter.
	The balance of the promissory note is expected to be paid before January 18, 2017, or three (3) years from the date of execution of this agreement.  Should the cash flow and payments from EBITDA during the term of this agreement not be sufficient to pay off the loan prior to its maturation, the loan will extend for additional twelve (12) months periods till paid off.
	The holders of the notes are permitted to convert up to $4,781,000 of the Promissory Note into common shares of the Company at a ratio of one share for every $1.00 of promissory note converted. This conversion feature is non-transferrable without written consent from the Company.
	The prior owners of Quest shall retain a security interest in the subsidiary until the promissory note is satisfied.
	In accordance with ASC 805-10-25-13, the following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition and the preliminary allocation of the purchase price to the fair value of net assets acquired:
	Cash	$	1,950,121
	Accounts receivable, net		3,444,744
	Prepaid expenses, related party		1,273,292
	Note receivable, related party		688,677
	Other assets		196,794
	Goodwill		13,429,857
	Accounts payable and accrued liabilities		-4,983,485
	Total purchase price allocated	$	16,000,000

Interest_and_Loan_Receivable

Interest and Loan Receivable	3 Months Ended
	Sep. 30, 2014
Notes	'
Interest and Loan Receivable	'
	NOTE 3 - INTEREST AND LOAN RECEIVABLE
	Concurrent with the company entering into a line of credit agreement for production in 2013, the Company entered into a corresponding line of credit with its supply chain related to the production of the liquor brands.  The line of credit for the importer is $100,000, which will bear interest at 20% of funds advanced.  The line of credit was guaranteed by the importer as well as the owner of the import company, personally. As of September 30, 2014 and December 31, 2013, the balance of the loan receivable was $0 and $78,733.  This loan was settled during first quarter 2014 and the line of credit was closed.

Prepaid_Expenses_Related_Party

Prepaid Expenses, Related Party, Note	3 Months Ended
	Sep. 30, 2014
Notes	'
Prepaid Expenses, Related Party, Note	'
	NOTE 4 - PREPAID EXPENSES, RELATED PARTY
	As of September 30, 2014 and December 31, 2013 there were $289,590 and $76,032 of prepaid expenses in the company.  $275,279 of the prepaid expenses as of September 30, 2014 relate to shares issued to consultants which will be expensed over the respective term of the contract and warrant agreement.  See Note 8 for details on the shares and warrants issued.
	As of September 30, 2014, there were $231,508 of related party prepaid expenses.  The prepaid expenses are made up of prepaid insurance which is being expensed through November 30, 2014 for insurance coverage paid for in 2013, which the policy period covers the company through November 30, 2014.  The Company deems this to be a related party expense as the prior owners of Quest Solution, Inc. are the controlling shareholders of the insurance company.  As of January 1, 2014, the Company will not be renewing any of these policies once they expire.  In the nine months ended September 30, 2014, $1,041,784 was expensed in cost of goods sold, related party.

Intellectual_Property_Note

Intellectual Property, Note	3 Months Ended
	Sep. 30, 2014
Notes	'
Intellectual Property, Note	'
	NOTE 5 - INTELLECTUAL PROPERTY
	On February 25, 2013, the Company announced the acquisition of a license agreement for the promotion of a liquor line. In consideration for the acquisition, the Company agreed to issue 360,000 shares of its common stock fair valued at $32,400, warrants to purchase up to two million (2,000,000) shares of the Company’s common stock valued at $180,000 utilizing the Black-Scholes Model, and a convertible promissory note in the amount of $2,000,000. Pursuant to the terms of the agreement, the warrants were subject to specific vesting requirements related to sales benchmarks whereas for each 5,000 cases sold the seller will receive 500,000 fully vested warrants exercisable at a rate of $1.00 per share for a term of five years.
	On January 10, 2014, the Company came to terms on a settlement with its prior investment in the license and the related liquor brands.  The Company concurrently canceled its consulting contract related to the liquor line and received back 1,765,000 of the shares that had previously been issued in conjunction with this venture.   This cancellation also removed the $2,000,000 promissory note related to the acquisition, as well as the $65,000 annual consulting contract with the Consultant and the corresponding 2,000,000 warrants issued as well.  As of September 30, 2014, there are no amounts remaining due to this transaction.
	During the period ending September 30, 2014, the company acquired four different licenses for technology.  The licenses acquired are for (1) re-enforcing steel detection, (2) gun barrel detection, (3) air frame inspection, and (4) mining belt guard inspection.  The cost of the first three licenses was $150,000 each with a 5% royalty on sales.  The term of these licenses is 15 years each.  A fourth license was acquired with minimum purchase requirements stated in the contract.

Line_of_Credit_Note

Line of Credit, Note	3 Months Ended
	Sep. 30, 2014
Notes	'
Line of Credit, Note	'
	NOTE 6 - LINE OF CREDIT
	On March 22, 2013, the Company executed a line of credit agreement with a third party for $100,000 to be used as purchase order financing for the production of liquor brands.  The balance at September 30, 2014 and December 31, 2013 was $0 and $97,491.  This line of credit was closed during the first quarter of 2014.
	During December of 2011, Quest Solution acquired a $750,000 revolving line of credit from Wells Fargo Bank. Borrowings are collateralized by accounts receivable, equipment and inventory owned by the Company as well as a personal guarantee from the two shareholders.  This line of credit expired September 15, 2014. Monthly interest only payments are required with the principal portion due at maturity. The balance at September 30, 2014 was $0.  Interest is charged at a rate of prime plus 0.5% (currently 3.75%), with a floor rate of 4.5%.

Notes_Payable_Disclosure

Notes Payable Disclosure	3 Months Ended
	Sep. 30, 2014
Notes	'
Notes Payable Disclosure	'
	NOTE 7 - NOTES PAYABLE
	Notes and loans payable consisted of the following:
		September 30,		December 31,
		2014		2013
	Note payable - acquisition of Quest	$	14,406,250	$	--
	Note payable - related party		834,960		--
	Note payable related to license agreement - canceled January 2014		--		2,000,000
	Total notes payable		15,241,210		2,000,000
	Less: current portion		-3,990,210		-25,000
	Total long-term notes payable	$	11,251,000	$	1,975,000
	As of September 30, 2014 and 2013, the Company record interest expense in connection with these notes in the amount of $0 and $70,996, respectively.
	The $834,960 related party note has no definitive due date so it has been classified as current liabilities.

Stockholders_Deficit_Note

Stockholders' Deficit, Note	3 Months Ended
	Sep. 30, 2014
Notes	'
Stockholders' Deficit, Note	'
	NOTE 8 - STOCKHOLDERS' DEFICIT
	As of September 30, 2014, there were 33,710,416 shares of common stock outstanding, and 500,000 preferred shares outstanding.
	Preferred Stock
	As of September 30, 2014, there were 25,000,000 preferred shares authorized and 500,000 preferred shares outstanding.  The board of directors had previously set the voting rights for the preferred stock at 1 share of preferred to 250 common shares.
	Common Stock
	In January 2014, concurrent with the cancellation of the license agreement, the Company cancelled two consulting agreements previously entered into during April 2013, in which shares previously issued were returned in full to the Company. A total of 1,765,000 shares valued at $105,900 were returned and canceled in full settlement.
	On March 1, 2014, the Company issued a total of 100,000 shares valued at $41,000 to Douglas Zorn, the Company’s then Chief Operating Officer for services. The shares were fully earned and non assessable as of March 31, 2014. In addition the Company issued the same consultant a total of 900,000 warrants valued at $368,878. The value of these warrants estimated by using the Black-Scholes option pricing model with the following assumptions: exercise price of $1.50, term of 3 years; risk free interest rate of 0.69%; dividend yield of 0% and expected volatility of 433%. As of September 30, 2014 the agreement with this officer has been mutually cancelled and Mr. Zorn’s contract as Chief Operating Officer ceased at the end of August 2014.
	During the first quarter of 2014, the Company issued warrants to executives of Quest Solution, Inc. with the following milestones:
	When the Company reaches $35,000,000 in sales, 5,000,000 warrants at $1.00 per share vest and become exercisable. These warrants expire on January 9, 2016.
	When the Company makes it to the NASDAQ or AMEX or larger exchange, 2,000,000 warrants at $3.00 per share vest and become exercisable. These warrants expire on January 9, 2017.
	Additionally, when the Company reaches $40,000,000 in sales, a 2,000,000 share bonus is given to the executives. This expires January 8, 2017.
	On May 9, 2014, the company issued a total of 240,000 shares valued at $124,800 for marketing services.
	On August 8, 2014, the company issued 250,000 shares of stock related to warrants which were exercised.
	On September 25, 2014, the company sold 50,000 shares valued at $25,000.

Related_Party_Transactions

Related Party Transactions	3 Months Ended
	Sep. 30, 2014
Notes	'
Related Party Transactions	'
	NOTE 9 - RELATED PARTY TRANSACTIONS
	As of September 30, 2014, the Company had $180,000 in accrued payroll payable to the Company’s current officers.
	As of September 30, 2014, the Company owes $51,456 in related party loans to the CEO who has made loans to the Company for expenses as well as $15,678 to an entity the CEO owns which lent the Company money.
	As of September 30, 2014, an officer advanced $50,000 in relation to company expenses.
	As mentioned in Note 7, notes and loans payable consisted of the following:
		September 30,		December 31,
		2014		2013
	Note payable - acquisition of Quest	$	14,406,250	$	--
	Note payable - related party		834,960		--
	Note payable related to license agreement - canceled January 2014		--		2,000,000
	Total notes payable		15,241,210		2,000,000
	Less: current portion		-3,990,210		-25,000
	Total long-term notes payable	$	11,251,000	$	1,975,000
	As of September 30, 2014 and 2013, the Company record interest expense in connection with these notes in the amount of $0 and $70,996, respectively.
	The $834,960 related party note has no definitive due date so it has been classified as current liabilities.

Subsequent_Events

Subsequent Events	3 Months Ended
	Sep. 30, 2014
Notes	'
Subsequent Events	'
	NOTE 10 - SUBSEQUENT EVENTS
	The Company has evaluated subsequent events in accordance with ASC 855 through the date in which it has made its financial statements available, and has identified no significant reportable events through that date.

Basis_of_Presentation_Use_of_E

Basis of Presentation: Use of Estimates (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Use of Estimates	'
	Use of estimates
	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basis_of_Presentation_Cash_Pol

Basis of Presentation: Cash, Policy (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Cash, Policy	'
	Cash
	Cash consists of petty cash, checking, savings, and money market accounts.  For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2014 and December 31, 2013.
	The Company maintains its cash in bank deposit accounts which, at times, may exceed federal insured limits.

Basis_of_Presentation_Accounts

Basis of Presentation: Accounts Receivable, Policy (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Accounts Receivable, Policy	'
	Accounts Receivable
	Accounts receivable are carried at their estimated collectible amounts. The Company provides allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company’s management determines which accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made. The Company generally requires no collateral to secure its ordinary accounts receivable.

Basis_of_Presentation_Property

Basis of Presentation: Property and Equipment, Policy (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Property and Equipment, Policy	'
	Property and Equipment
	Property and equipment are stated at cost and depreciated using both straight-line and accelerated methods over estimated useful lives ranging from 3 to 15 years. Upon disposition of property and equipment, related gains and losses are recorded in operations. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expenses as incurred.

Basis_of_Presentation_Shipping

Basis of Presentation: Shipping and Handling Costs (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Shipping and Handling Costs	'
	Shipping and Handling Costs
	The Company classifies shipping and handling costs as operating expenses in the statements of income.

Basis_of_Presentation_Advertis

Basis of Presentation: Advertising, Policy (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Advertising, Policy	'
	Advertising
	The Company generally expenses advertising costs as incurred.

Basis_of_Presentation_Inventor

Basis of Presentation: Inventory, Policy (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Inventory, Policy	'
	Inventory
	Substantially all inventory consists of finished goods and are valued based upon first-in first-out ("FIFO") cost, not in excess of market. The determination of whether the carrying amount of inventory requires a write-down is based on a detailed evaluation of inventory relative to any potential slowing moving products or discontinued items as well as the market conditions for the specific inventory items.

Basis_of_Presentation_Deprecia

Basis of Presentation: Depreciation and Amortization, Policy (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Depreciation and Amortization, Policy	'
	Depreciation and amortization
	Depreciation and amortization expense primarily consists of the non-cash write-down of tangible and intangible assets over their expected economic lives. We expect this expense to continue to grow in absolute dollars and potentially as a percentage of revenue as we continue to grow and incur capital expenditures to improve our technological infrastructure and acquire assets through potential future acquisitions.

Basis_of_Presentation_Revenue_

Basis of Presentation: Revenue Recognition (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Revenue Recognition	'
	Revenue Recognition
	Recurring technology and services revenue consists of subscription-based fees, software subscription license fees, software maintenance fees and hosting fees related to the use of our solution to manage our customers' communications expenses, as well as fees for perpetual software licenses and professional services and products sold.
	We recognize revenue when persuasive evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Recurring technology and services subscription-based fees, software subscription license fees, software maintenance fees and hosting fees are recognized ratably over the term of the period of service. The subscription-based services we provide include help desk, staging, carrier activations and provisioning.
	Sales revenue is recognized upon the shipment of merchandise to customers.  The Company recognizes revenues from software sales when software products are shipped.
	Software license fees consist of fees paid for a perpetual license agreement for our technology, which are recognized in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC 605, Software Revenue Recognition, as amended.
	Professional services related to the implementation of our software products, which we refer to as consulting services, are generally performed on a fixed fee basis under separate service arrangements. Consulting services revenue is recognized as the services are performed by measuring progress towards completion based upon either costs or the achievement of certain milestones.

Basis_of_Presentation_Fair_Val

Basis of Presentation: Fair Value of Financial Instruments (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Fair Value of Financial Instruments	'
	Fair Value of Financial Instruments
	The Company’s financial instruments include cash, accounts receivable, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2014 and December 31, 2013. The Company did not engage in any transaction involving derivative instruments.
	As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
	The three levels of the fair value hierarchy are described below:
	Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
	Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Basis_of_Presentation_Recent_P

Basis of Presentation: Recent Pronouncements (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Recent Pronouncements	'
	Recent pronouncements
	The Company’s management has reviewed all of the FASB’s Accounting Standard Updates through September 30, 2014 and has concluded that none will have a material impact on the Company’s financial statements. Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.

Basis_of_Presentation_Goodwill

Basis of Presentation: Goodwill, Policy (Policies)	3 Months Ended
	Sep. 30, 2014
Policies	'
Goodwill, Policy	'
	Goodwill
	We test our goodwill and other indefinite-lived intangible assets for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is December 31, at which date we test our reporting units, which is currently our ownership in Quest Solution, Inc.
	As the acquisition occurred during the nine months ended September 30, 2014 we are in the process of completing our goodwill impairment testing by considering multiple avenues inclusive of a qualitative assessment, a market approach and a discounted cash flow method. The market approach method includes the use of comparable multiples of publicly traded companies whose services are comparable to ours. The discounted cash flow method is based on the present value of projected cash flows and a terminal value, which represents the expected normalized cash flows of the segments beyond the cash flows from the discrete projection period.
	We have not yet completed our impairment testing. However, based on our analysis performed thus far with respect to these segments as described above, we believe that the goodwill related to the Quest Solution acquisition was not impaired as of September 30, 2014.

Acquisition_of_Quest_Solution_1

Acquisition of Quest Solution, Inc. Disclosure: Schedule of Assets Acquired and Liabilities Assumed (Tables)	3 Months Ended
	Sep. 30, 2014
Tables/Schedules	'
Schedule of Assets Acquired and Liabilities Assumed	'
	Cash	$	1,950,121
	Accounts receivable, net		3,444,744
	Prepaid expenses, related party		1,273,292
	Note receivable, related party		688,677
	Other assets		196,794
	Goodwill		13,429,857
	Accounts payable and accrued liabilities		-4,983,485
	Total purchase price allocated	$	16,000,000

Notes_Payable_Disclosure_Sched

Notes Payable Disclosure: Schedule of Notes Payable (Tables)	3 Months Ended
	Sep. 30, 2014
Tables/Schedules	'
Schedule of Notes Payable	'
		September 30,		December 31,
		2014		2013
	Note payable - acquisition of Quest	$	14,406,250	$	--
	Note payable - related party		834,960		--
	Note payable related to license agreement - canceled January 2014		--		2,000,000
	Total notes payable		15,241,210		2,000,000
	Less: current portion		-3,990,210		-25,000
	Total long-term notes payable	$	11,251,000	$	1,975,000

Related_Party_Transactions_Sch

Related Party Transactions: Schedule of Related Party Transactions (Tables)	3 Months Ended
	Sep. 30, 2014
Tables/Schedules	'
Schedule of Related Party Transactions	'
		September 30,		December 31,
		2014		2013
	Note payable - acquisition of Quest	$	14,406,250	$	--
	Note payable - related party		834,960		--
	Note payable related to license agreement - canceled January 2014		--		2,000,000
	Total notes payable		15,241,210		2,000,000
	Less: current portion		-3,990,210		-25,000
	Total long-term notes payable	$	11,251,000	$	1,975,000

Acquisition_of_Quest_Solution_2

Acquisition of Quest Solution, Inc. Disclosure (Details) (USD $)	Jan. 10, 2014
Details	'
Purchase price	$16,000,000
Promissory notes issued to shareholders of acquired company	4,969,000
Additional promissory notes issued to shareholders of acquired company	$11,031,000

Acquisition_of_Quest_Solution_3

Acquisition of Quest Solution, Inc. Disclosure: Schedule of Assets Acquired and Liabilities Assumed (Details) (USD $)	Jan. 10, 2014
Total purchase price allocated	$16,000,000
Assets acquired, Cash	'
Business Acquisition, Purchase Price Allocation, Assets Acquired	1,950,121
Assets acquired, Accounts Receivable	'
Business Acquisition, Purchase Price Allocation, Assets Acquired	3,444,744
Assets acquired, Prepaid expenses	'
Business Acquisition, Purchase Price Allocation, Assets Acquired	1,273,292
Assets acquired, Note receivable	'
Business Acquisition, Purchase Price Allocation, Assets Acquired	688,677
Assets acquired, Other assets	'
Business Acquisition, Purchase Price Allocation, Assets Acquired	196,794
Assets acquired, Goodwill	'
Business Acquisition, Purchase Price Allocation, Assets Acquired	13,429,857
Liabilities acquired, Accounts payable and accrued liabilities	'
Business Acquisition, Purchase Price Allocation, Liabilities Assumed	($4,983,485)

Interest_and_Loan_Receivable_D

Interest and Loan Receivable (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Mar. 22, 2013
Line of credit amount provided	'	'	100,000
Amount of loan receivable	'	78,733	'
Line of credit agreement, Provided	'	'	'
Interest rate on line	'	'	20.00%
Amount of loan receivable	$0	$78,733	'

Prepaid_Expenses_Related_Party1

Prepaid Expenses, Related Party, Note (Details) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Dec. 31, 2013
Details	'	'	'
Prepaid expenses	$289,590	$289,590	$76,032
Related party prepaid expenses	231,508	231,508	'
Related party cost of goods sold	$347,261	$1,041,784	'

Intellectual_Property_Note_Det

Intellectual Property, Note (Details) (USD $)	9 Months Ended		9 Months Ended
	Sep. 30, 2014	Jan. 10, 2014	Sep. 30, 2014
		Le Flav Spirits	Licenses for technology
Common stock returned	'	1,765,000	'
Promissory note cancelled	'	$2,000,000	'
Annual consulting contract cancelled	'	65,000	'
Warrants cancelled and returned	'	2,000,000	'
Acquisition of license agreements	$150,000	'	$150,000

Line_of_Credit_Note_Details

Line of Credit, Note (Details) (USD $)	Dec. 31, 2013	Sep. 30, 2014	Dec. 31, 2013	Mar. 22, 2013	Sep. 30, 2014	Dec. 31, 2011
		Line of credit agreement, Received	Line of credit agreement, Received	Line of credit agreement, Received	Line of credit agreement, Quest Solution	Line of credit agreement, Quest Solution
Line of credit amount	'	'	'	$100,000	'	$750,000
Line of credit, balance	$97,491	$0	$97,491	'	$0	'

Notes_Payable_Disclosure_Sched1

Notes Payable Disclosure: Schedule of Notes Payable (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Notes payable	$11,251,000	$1,975,000
Note payable (acquisition of Quest)	'	'
Notes payable	14,406,250	'
Note payable (related party)	'	'
Notes payable	834,960	'
Note payable (license agreement)	'	'
Notes payable	'	$2,000,000

Notes_Payable_Disclosure_Detai

Notes Payable Disclosure (Details) (USD $)	Sep. 30, 2014	Sep. 30, 2013
Details	'	'
Interest expense recorded	$0	$70,996

Stockholders_Deficit_Note_Deta

Stockholders' Deficit, Note (Details) (USD $)	3 Months Ended		3 Months Ended					3 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Jan. 10, 2014	Sep. 30, 2014	Mar. 31, 2014	Jun. 30, 2014
			Executives of Quest Solution, Inc. (Sales Milestone, Warrants)	Executives of Quest Solution, Inc. (Market Milestone, Warrants)	Executives of Quest Solution, Inc. (Sales Milestone, Common Stock)	Le Flav Spirits	Preferred Stock	Services rendered, COO	Marketing services
Common stock outstanding	33,710,416	34,935,416	'	'	'	'	'	'	'
Preferred shares authorized	25,000,000	25,000,000	'	'	'	'	25,000,000	'	'
Preferred shares issued and outstanding	'	'	'	'	'	'	500,000	'	'
Common stock returned	'	'	'	'	'	1,765,000	'	'	'
Common stock returned, value	'	'	'	'	'	$105,900	'	'	'
Common stock issued for services	'	'	'	'	'	'	'	100,000	240,000
Value of common stock issued for services	'	'	'	'	'	'	'	41,000	124,800
Warrants issued for services	'	'	'	'	'	'	'	900,000	'
Warrants issued for services, value	'	'	'	'	'	'	'	368,878	'
Contingent share-based compensation	'	'	'When the Company reaches $35,000,000 in sales, 5,000,000 warrants at $1.00 per share vest and become exercisable. These warrants expire on January 9, 2016	'When the Company makes it to the NASDAQ or AMEX or larger exchange, 2,000,000 warrants at $3.00 per share vest and become exercisable. These warrants expire on January 9, 2017	'when the Company reaches $40,000,000 in sales, a 2,000,000 share bonus is given to the executives. This expires January 8, 2017	'	'	'	'
Common stock related to warrants which were exercised	250,000	'	'	'	'	'	'	'	'
Common stock issued for cash, shares	50,000	'	'	'	'	'	'	'	'
Common stock issued for cash, proceeds	$25,000	'	'	'	'	'	'	'	'

Related_Party_Transactions_Det

Related Party Transactions (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013
Accrued payroll, related parties	$180,000	$45,000	'
Accounts payable, related parties	15,678	42,000	'
Interest expense recorded	0	'	70,996
CEO loans	'	'	'
Due to related parties	51,456	'	'
Officer, company expenses	'	'	'
Due to related parties	$50,000	'	'