Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 18, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Quest Solution, Inc. | |
Entity Central Index Key | 278,165 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 39,673,631 | |
Trading Symbol | QUES | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 244,596 | $ 24,634 |
Restricted Cash | 381,494 | 684,610 |
Accounts receivable, net | 9,418,463 | 6,387,734 |
Inventory, net | 2,141,855 | 439,720 |
Prepaid expenses | 2,411,851 | 476,840 |
Other current assets | 30,251 | 126,187 |
Total current assets | 14,628,510 | 8,139,725 |
Fixed assets, net | 85,951 | 92,803 |
Goodwill | 10,114,164 | 10,114,164 |
Trade name, net | 2,215,231 | 2,359,481 |
Customer Relationships, net | 5,029,759 | 5,310,938 |
Other assets | 37,063 | 39,512 |
Total assets | 32,110,678 | 26,056,623 |
Current liabilities | ||
Accounts payable and accrued liabilities | 18,226,932 | 13,239,810 |
Accrued interest on note payable | 43,323 | 38,430 |
Line of credit | 4,832,353 | 3,667,417 |
Accrued payroll and sales tax | 2,790,539 | 1,531,233 |
Deferred revenue, net | 761,194 | |
Current portion of note payable | 2,275,404 | 3,429,025 |
Notes payable, related parties | 106,500 | 106,500 |
Other current liabilities | 156,957 | 121,117 |
Total current liabilities | 28,432,008 | 22,894,726 |
Long term liabilities | ||
Note payable, related party | 3,222,900 | 3,222,900 |
Accrued interest, related party | 185,862 | 165,014 |
Long term portion of note payable | 130,294 | 130,294 |
Deferred revenue, net | 452,024 | |
Other long term liabilities | 486,538 | 439,833 |
Total liabilities | 32,457,602 | 27,304,791 |
Stockholders’ (deficit) | ||
Common stock; $0.001 par value; 100,000,000 shares designated, 39,673,631 and 36,828,371 shares outstanding of March 31, 2018 and December 31, 2017, respectively. | 39,673 | 36,828 |
Common stock to be repurchased by the Company | (230,490) | (230,490) |
Additional paid-in capital | 35,177,970 | 34,495,659 |
Accumulated (deficit) | (35,338,906) | (35,554,994) |
Total stockholders’ (deficit) | (346,924) | (1,248,168) |
Total liabilities and stockholders’ (deficit) | 32,110,678 | 26,056,623 |
Series A Preferred Stock [Member] | ||
Stockholders’ (deficit) | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ (deficit) | ||
Preferred stock value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ (deficit) | ||
Preferred stock value | $ 4,829 | $ 4,829 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common shares designated | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 39,673,631 | 36,828,371 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 1 | 1 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 15,000,000 | 15,000,000 |
Preferred stock, shares outstanding | 3,143,530 | 3,143,530 |
Preferred stock, liquidation preference | $ 1 | $ 1 |
Cumulative dividend price per share | $ 0.06 | $ 0.06 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | ||
Total Revenues | $ 15,180,547 | $ 14,437,556 |
Cost of goods sold | ||
Cost of goods sold | 12,014,454 | 11,445,609 |
Total costs of goods sold | 12,014,454 | 11,445,609 |
Gross profit | 3,166,093 | 2,991,947 |
Operating expenses | ||
General and administrative | 476,855 | 412,945 |
Salary and employee benefits | 2,602,565 | 1,945,883 |
Depreciation and amortization | 437,398 | 442,400 |
Professional fees | 292,862 | 103,277 |
Total operating expenses | 3,809,680 | 2,904,505 |
Income (loss) from operations | (643,587) | 87,442 |
Other income (expenses): | ||
Interest expense | (294,765) | (355,658) |
Other (expenses) income | 2,544 | (6,042) |
Total other expenses | (292,221) | (361,700) |
Net loss before Income Taxes | (935,808) | (274,258) |
Provision for Income Taxes | ||
Current | (13,197) | (56,900) |
Total Provision for Income Taxes | (13,197) | (56,900) |
Net loss attributable to Quest Solution Inc. | (949,005) | (331,158) |
Less: Preferred stock – Series C dividend | (48,124) | (46,507) |
Net loss attributable to the common stockholders | $ (997,129) | $ (377,665) |
Net loss per share - basic | $ (0.03) | $ (0.01) |
Net loss per share from continuing operations - basic | $ (0.03) | $ (0.01) |
Weighted average number of common shares outstanding - basic | 37,125,286 | 35,141,560 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from continuing operating activities: | ||
Net loss | $ (949,005) | $ (331,158) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Stock based compensation | 685,155 | 26,756 |
Topic 606 Cumulative Adjustment | 1,213,217 | |
Depreciation and amortization | 486,652 | 442,400 |
Changes in operating assets and liabilities: | ||
(Increase) / decrease in accounts receivable | (3,030,729) | 4,296,425 |
(Increase) / decrease in prepaid | (1,935,011) | (65,259) |
(Increase) in inventory | (1,702,135) | (97,572) |
Increase / (Decrease) in accounts payable and accrued liabilities | 4,987,122 | (889,466) |
Increase in accrued interest and accrued liabilities, related party | 25,741 | 166,962 |
(Decrease) in deferred revenue, net | (1,213,218) | (14,064) |
Increase in accrued payroll and sales taxes payable | 1,259,306 | 107,955 |
Decrease in other assets | 98,385 | 419,411 |
Increase in other liabilities | 34,421 | 14,568 |
Net cash (used in) provided by operating activities | (40,098) | 4,076,958 |
Cash flows from investing activities: | ||
(Increase) / decrease in restricted cash | 303,116 | 2,639 |
Purchase of property and equipment | (54,371) | (1,120) |
Net cash provided by investing activities | 248,745 | 1,519 |
Cash flows from financing activities: | ||
Proceeds from shares sold | 6,924 | |
Increase in notes funding | 85,000 | |
Proceeds (payments) from line of credit | 1,164,936 | (2,474,840) |
Payment of notes/loans payable | (1,153,621) | (1,707,919) |
Net cash provided by (used) in financing activities | 11,315 | (4,090,835) |
Net increase (decrease) in cash | 219,962 | (12,358) |
Cash, beginning of period | 24,634 | 289,480 |
Cash, end of period | 244,596 | 277,122 |
Cash paid for interest | 166,256 | |
Cash paid for taxes | ||
Supplementary for non-cash flow information: | ||
Stock issued for services | 208,800 | 876 |
Stock options issued | 472,675 | 25,880 |
Shares to be repurchased | $ (230,490) | $ (230,490) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The interim consolidated financial statements of Quest Solution, Inc. include the combined accounts of Quest Marketing, Inc., an Oregon Corporation, and Quest Exchange Ltd., a Canadian based holding company. On December 31, 2016, the Company merged BCS in Quest Marketing to form one US legal entity as part of its streamlining efforts. The interim consolidated 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, 2017 and notes thereto included in the Company’s Form 10-K filed with the SEC on May 8, 2018. The Company follows the same accounting policies in the preparation of interim reports, except for the adoption of ASC Topic 606, Revenue from Contracts with Customers. The Company operates in one segment. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Quest Solution, Inc. is presented to assist in understanding the Company’s consolidated financial statements. The consolidated 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. Adoption of New Accounting Pronouncement in Fiscal 2018 In May 2014, the FASB issued new revenue recognition guidance under ASU 2014-09 that supersedes the existing revenue recognition guidance under U.S. Generally Accepted Accounting Principles (“GAAP”). The new standard, ASC Topic 606, focuses on creating a single source of revenue guidance for revenue arising from contracts with customers for all industries. The objective of ASC Topic 606, the new standard, is for companies to recognize revenue when it transfers the promised goods or services to its customers at an amount that represents what the company expects to be entitled to in exchange for those goods or services. Since the issuance of the original standard, the FASB has issued several other subsequent updates including the following: 1) clarification of the implementation guidance on principal versus agent considerations (ASU 2016-08); 2) further guidance on identifying performance obligations in a contract as well as clarifications on the licensing implementation guidance (ASU 2016-10); 3) rescission of several SEC Staff Announcements that are codified in Topic 605 (ASU 2016-11); and 4) additional guidance and practical expedients in response to identified implementation issues (ASU 2016-12). The Company took into the guidance provided in these ASUs related to revenue recognition. The Company has adopted ASC Topic 606 as of January 1, 2018 using the modified retrospective transition approach, in which the cumulative effect of applying the standard would be recognized at the date of initial application. An adjustment to decrease deferred revenue in the amount of $1,213,218 was established on the date of adoption relating to amounts deferred related to extended service contract sales through December 31, 2017. Prior to adoption of ASC Topic 606 net revenue from the sales of these contracts would be recognized immediately since the Company has no continuing obligation related to the sale of these products if the new guidance had been applied in the past. As a result of the adoption the Company recognizes revenue from extended service contracts on a net versus gross basis in the consolidated statements of operations. The Company recognized the cumulative effect of initially applying ASC Topic 606 as an adjustment of $1,213,218 of net deferred revenue to the opening balance of accumulated deficit. Deferred net revenue on December 31, 2017 $ 1,213,218 Accumulated deficit on December 31, 2017 $ (35,554,994 ) Accumulated deficit on January 1, 2018 $ (34,341,776 ) Net loss on March 31, 2018 $ (949,005 ) Less: Preferred stock - Series C dividend $ (48,125 ) Accumulated deficit on March 31, 2018 $ (35,338,906 ) Under this approach, revenue for 2017 is reported in the consolidated statements of operations and comprehensive income on the historical basis, and revenue for 2018 is reported in the consolidated statements of operations and comprehensive income under ASC Topic 606. A comparison of revenue for 2018 periods to the historical basis is included below. The Company acknowledges that the required adoption of ASC Topic 606 could have a material effect on annual revenue or net income from continuing operations on an ongoing basis. For the three months ended March 31 Topic 606 Topic 605 Topic 606 Topic 605 2018 2018 % 2017 Variance from 2017 Variance from 2017 Revenues Total revenues 15,180,547 15,302,514 0.80 % 14,437,556 742,991 864,958 Total costs of goods sold 12,014,454 12,304,443 2.36 % 11,445,609 568,845 858,834 Gross profit 3,166,093 2,998,071 (5.60 % ) 2,991,947 174,146 6,124 RECENT ACCOUNTING PRONOUNCEMENTS In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018; however, early adoption is permitted with prospective application to any business development transaction. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses In February 2016, the FASB issued ASU 2016-02 amended the existing accounting standards for lease accounting and requiring lessees to recognize lease assets and lease liabilities for all leases with lease terms of more than 12 months, including those classified as operating leases. Both the asset and liability will initially be measured at the present value of the future minimum lease payments, with the asset being subject to adjustments such as initial direct costs. Consistent with current U.S GAAP, the presentation of expenses and cash flows will depend primarily on the classification of the lease as either a finance or an operating lease. The new standard also requires additional quantitative and qualitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases in order to provide additional information about the nature of an organization’s leasing activities. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 and requires modified retrospective application. Early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. The Company has evaluated other recent pronouncements and believes that none of them will have a material effect on the Company’s financial statements. 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 March 31, 2018 and December 31, 2017. The Company maintains its cash in bank deposit accounts which, at times, may exceed federal insured limits. The Company has restricted cash on deposit with a federally insured bank in the amount of $381,494 at March 31, 2018. This cash is security and collateral for a corporate credit card agreement with a bank and for deposit against a letter of credit issued for executive life insurance policies owned by the Company. USE OF ESTIMATES The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. The Company evaluates its estimates and assumptions on a regular basis. The Company uses historical experience and various other assumptions that are believed to be reasonable under the circumstances to form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates and assumptions used in preparation of the consolidated financial statements. 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. Based on management’s evaluation, accounts receivable has a balance in the allowance for doubtful accounts of $12,501 and $12,501 for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively. GOODWILL AND INTANGIBLE ASSETS Intangible assets are stated at cost, net of accumulated amortization. The assets are being amortized on the straight-line method over useful lives ranging from 3 to 7 years. Amortization expense for the period ended March 31, 2018 and December 31, 2017 was $425,429 and $1,701,714, respectively. March 31, 2018 December 31, 2017 Goodwill $ 10,114,164 $ 10,114,164 Trade Names 4,390,000 4,390,000 Customer Relationships 9,190,000 9,190,000 Accumulated amortization (6,335,010 ) (5,909,581 ) Intangibles, net $ 17,359,154 $ 17,784,583 The future amortization expense on the Trade Names and Customer Relationships are as follows: Years ended December 31, 2018 $ 1,254,170 2019 1,471,714 2020 1,471,714 2021 1,405,792 2022 786,000 Thereafter 855,600 Total $ 7,244,990 Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. No impairment charges have been recorded as a result of the Company’s annual impairment assessments. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill 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. None of the goodwill is deductible for income tax purposes. Intangibles Intangible assets with finite useful lives consist of Trademark and customer lists and are amortized on a straight-line basis over their estimated useful lives, which range from two to seven years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. There was no impairment recorded for the three months ended March 31, 2018. ADVERTISING The Company generally expenses advertising costs as incurred. During the three month periods ended March 31, 2018 and 2017, the Company spent $39,008 and $188,077 on advertising (marketing, trade show and store front expense), net of co-operative rebates, respectively. The Company received rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates have been recorded as a reduction to the related advertising and marketing expense in the periods they are received. INVENTORY Substantially all inventory consists of raw materials and 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 slow moving products or discontinued items as well as the market conditions for the specific inventory items. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides a hierarchy for inputs used in measuring fair value that prioritize the use of observable inputs over the use of unobservable inputs, when such observable inputs are available. The three levels of inputs that may be used to measure fair value are as follows: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in Markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data. ● Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above. NET LOSS PER COMMON SHARE Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the three months ended March 31, 2018 and 2017 were 37,125,286 and 35,141,560, respectively. Diluted net loss per share of common stock is the same as basic net loss per share of common stock because the effects of potentially dilutive securities are antidilutive. Dilutive securities are excluded from the computation of diluted net loss per share because such securities have no anti-dilutive impact due to losses reported. FOREIGN CURRENCY TRANSLATION The consolidated financial statements of the Company are presented in U.S. dollars. The functional currency for the Company is U.S. dollars. Transactions in currencies other than the functional currency are recorded using the appropriate exchange rate at the time of the transaction. All of the Company’s continuing operations are conducted in U.S. dollars. The Company owns a non-operating subsidiary in Canada, from which it has no activity since October 1, 2016. Reclassifications and adjustments |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2018, the Company had a working capital deficit of $13,803,498 and an accumulated deficit of $35,338,906. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis. Management’s plan to eliminate the going concern situation includes, but is not limited to, the continuation of improving cash flow, maintaining moderate cost reductions (subsequent to aggressive cost reduction actions already taken in 2017 and in the first quarter of 2018), the creation of additional sales and profits across its product lines, and the obtaining of sufficient financing to restructure current debt in a manner more in line with the Company’s improving cash flow and cost reduction successes. The matters that resulted in 2017, having substantial doubt about the Company’s ability to continue as a going concern, have been somewhat mitigated by the successful debt reduction settlements finalized in December of 2017 as detailed in the Company’s Annual Report on Form 10-K filed on May 8, 2018. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 3 – CONCENTRATIONS Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, accounts receivable, and accounts payable. Beginning January 1, 2015, all of our cash balances were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor at each financial institution. This coverage is available at all FDIC member institutions. The Company uses Wells Fargo Bank, which is an FDIC insured institution. The restricted cash in the amount of $381,494 at March 31, 2018 is in excess of the FDIC limit. For the three months and year ended March 31, 2018 and December 31, 2017, one customer accounted for 30.5% and 15.7% of the Company’s revenues, respectively. Accounts receivable at March 31, 2018 and December 31, 2017 are made up of trade receivables due from customers in the ordinary course of business. One customer made up 20.5% and another customer 15.7% of the trade accounts receivable balances at March 31, 2018 and December 31, 2017, respectively. Accounts payable are made up of payables due to vendors in the ordinary course of business at March 31, 2018 and December 31, 2017. One vendor made up 59.4% and 70.1%, respectively of the outstanding balance, which represented greater than 10% of accounts payable at March 31, 2018 and December 31, 2017, respectively. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | NOTE 4 – ACCOUNTS RECEIVABLE At March 31, 2018 and December 31, 2017, accounts receivable consisted of the following: March 31, 2018 December 31, 2017 Trade Accounts Receivable $ 9,430,964 $ 6,400,235 Less Allowance for doubtful accounts (12,501 ) (12,501 ) Total Accounts Receivable (net) $ 9,418,463 $ 6,387,734 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 5 – INVENTORY At March 31, 2018 and December 31, 2017, inventories consisted of the following: March 31, 2018 December 31, 2017 Equipment and clearing service $ 2,031,138 $ 329,003 Raw Materials 31,697 31,697 Finished Goods 79,020 79,020 Total inventories $ 2,141,855 $ 439,720 |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed assets | NOTE 6 – FIXED ASSETS Fixed assets are stated at cost, net of accumulated depreciation. Depreciation expense for the period ended March 31, 2018 and December 31, 2017 was $11,969 and $61,223, respectively March 31, 2018 December 31, 2017 Equipment $ 2,914,760 2,909,642 Furniture and Fixtures 316,853 316,853 Leasehold improvements 151,553 151,553 Accumulated depreciation (3,297,215 ) (3,285,245 ) Fixed Assets, net $ 85,951 92,803 |
Other Liabilities
Other Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | NOTE 7 – OTHER LIABILITIES At March 31, 2018 and December 31, 2017, other liabilities consisted of the following: March 31, 2018 December 31, 2017 Unearned Incentive from credit cards $ - $ 77,307 Key Man life Insurance liability 150,146 150,146 Dividend payable 336,392 289,687 Others 156,957 43,811 583,753 560,951 Less Current Portion (156,957 ) (121,118 ) Total long term other liabilities $ 486,538 $ 439,833 |
Credit Facilities and Line of C
Credit Facilities and Line of Credit | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Line of Credit | NOTE 8 – CREDIT FACILITIES AND LINE OF CREDIT On July 1, 2016, the Company entered into a Factoring and Security Agreement (the “FASA”) with Action Capital Corporation (“Action”) to establish a sale of accounts facility, whereby the Company may obtain short-term financing by selling and assigning to Action acceptable accounts receivable. Pursuant to the FASA, the outstanding principal amount of advances made by Action to the Company at any time shall not exceed $5,000,000. Action will reserve and withhold an amount in a reserve account equal to 5% of the face amount of each account purchased under the FASA. The balance outstanding under the Action credit line at March 31, 2018 was $4,832,353 and at December 31, 2017 $3,667,417 which includes accrued interest. The per annum interest rate with respect to the daily average balance of unpaid advances outstanding under the FASA (computed on a monthly basis) will be equal to the “Prime Rate” of Wells Fargo Bank N.A. plus 2%, plus a monthly fee equal to 0.75% of such average outstanding balance. The Company shall also pay all other costs incurred by Action under the FASA, including all bank fees. The FASA will continue in full force and effect unless terminated by either party upon 30 days’ prior written notice. Performance of the Company’s obligations under the FASA is secured by a security interest in certain collateral of the Company. The FASA includes customary representations and warranties and default provisions for transactions of this type. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 9 - NOTES PAYABLE Notes payable at March 31, 2018 and December 31, 2017, consists of the following: March 31, 2018 December 31, 2017 Supplier Note Payable $ 1,976,915 $ 3,208,534 Insurance Note 77,998 - All Other 350,785 350,785 Total 2,405,698 3,559,319 Less current portion (2,275,404 ) (3,429,025 ) Long Term Notes Payable $ 130,294 $ 130,294 Future maturities of notes payable as of March 31, 2018 are as follows; 2018 $ 2,275,404 2019 130,294 Total $ 2,405,698 In connection with the BCS’ acquisition the Company assumed a related party note payable to the former CTO of the RFID division of BCS. The note is payable in equal monthly installments of $4,758 beginning October 31, 2014 and ended October 2018. The loan bears interest at 1.89% and is unsecured and subordinated to the Company’s bank debt. The balance on this loan at March 31, 2018 was $130,294 of which all of it was classified as long term. In July 2016, the holder of the note signed a subordination agreement with the Supplier of the Secured Promissory Note and Action Capital, whereby the noteholder agrees to subordinate its right to payment of capital and interest until the Supplier with the Secured Promissory Note is reimbursed in full. On July 18, 2016, the Company and the supplier entered into that certain Secured Promissory Note, with an effective date of July 1, 2016, in the principal amount of $12,492,137. The USD Note accrues interest at 12% per annum and is payable in six consecutive monthly installments of principal and accrued interest in a minimum principal amount of $250,000 each, with any remaining principal and accrued interest due and payable on December 31, 2016. ● On November 30, 2016, the Company entered into an Amendment Agreement to the secured Promissory Note whereby the maturity date was extended to March 31, 2017 and the monthly installments of principal and accrued interest were increased to $400,000 commencing December 15, 2016 with any remaining principal and accrued interest due and payable on March 31, 2017. The Amendment also provides that the Company will make an additional principal payment of $300,000 by December 15, 2016. ● On March 31, 2017, the Company entered into a Second Amendment Agreement to the secured Promissory Note whereby the maturity date was extended to September 30, 2017 whereby any remaining principal and accrued interest is due and payable on September 30, 2017. The Amendment also provides that the Company will continue to make monthly installments of principal and accrued interest in a minimum principal amount of $400,000 each. ● On September 30, 2017, the Company entered into a Third Amendment Agreement to the secured Promissory Note whereby the maturity date was extended to October 31, 2017. The Amendment also provides that the Company will continue to make monthly installments of principal and accrued interest in a minimum principal amount of $600,000 each. ● On November 15 th st st ● On February 14, 2018 the Company entered into a Fifth Amendment extended the maturity date to March 31 st |
Subordinated Notes Payable
Subordinated Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Subordinated Notes Payable | NOTE 10 – SUBORDINATED NOTES PAYABLE Notes and loans payable consisted of the following: March 31, 2018 December 31, 2017 Note payable – Quest acquisition restructure $ 930,000 $ 930,000 Note payable – BCS acquisition restructure 1,200,000 1,200,000 Quest Preferred Stock note payable 1,199,400 1,199,400 Total notes payable $ 3,329,400 $ 3,329,400 For the three months ended March 31, 2018 and 2017, the Company recorded interest expense in connection with these notes in the amount of $20,232 and $160,790, respectively. The note payable for acquisition of Quest was issued on January 9, 2014 in conjunction with the acquisition of Quest Marketing, Inc. The initial interest rate was 1.89%, subsequent to December 31, 2015; the interest was increased to 6% and is due in 2018. Principal and interest payments have been postponed. In addition, on June 17, 2016, the Company entered into Promissory Note Conversion Agreement with one of the Noteholders whereby $684,000 of the promissory note was converted into 684,000 shares of Series C Preferred Stock. As part of the transaction, the related debt discount of $171,000 was recorded against Additional paid in capital. As part of the acquisition of Quest Marketing, the Company engaged an independent valuation analysis to do a valuation of the purchase accounting. In July 2016, the holders of the notes signed subordination agreements with the Supplier of the Secured Promissory Note and Action, whereby the noteholders agree to subordinate their rights and payments until the Supplier with the Secured Promissory Note is reimbursed in full. As a result, the balance on this loan and related accrued interest at December 31, 2016 were all classified as long term. The note payable for acquisition of BCS was issued on November 21, 2014 in conjunction with the acquisition of BCS. The current interest is at 1.89% and is due in 2018. This note is convertible into Common Stock at $2.00 per share, subject to board approval such that no debt holder can own more than 5% of the outstanding shares. Principal $ and interest payments have been postponed. In July 2016, the holders of the notes signed subordination agreements with the Supplier of the Secured Promissory Note and Action, whereby the noteholder agree to subordinate its right and payment of capital and interest until the Supplier with the Secured Promissory Note is reimbursed in full. As a result, the balance on this loan and related accrued interest at December 31, 2016 were all classified as long term. The Quest preferred stock 6% note payable is in conjunction with the promissory note issued in October 2015 related to the redemption and cancelation of 100% of the issued and outstanding Series A preferred stock as well as 3,400,000 stock options that had been issued to a now former employee. The principal payments have been postponed. In June 2016, the holder of the note granted the Company a forgiveness of debt in the amount of $75,000 which was recorded as an increase in the additional paid in capital because it was a related party transaction. In addition, on June 17, 2016, the Company entered into a Promissory Note Conversion Agreement with the Noteholder whereby $1,800,000 of the promissory note was converted into 1,800,000 shares of Series C Preferred Stock. In July 2016, the holders of the notes signed subordination agreements with the Supplier of the Secured Promissory Note and Action, whereby the noteholder agree to subordinate its right and payment of capital and interest until the Supplier with the Secured Promissory Note is reimbursed in full. As a result, the balance on this loan and related accrued interest at December 31, 2016 were all classified as long term. On February 28, 2018, the Company finalized two settlement agreements with David and Kathy Marin (the “Marin Settlement Agreements”) which have an effective date of December 30, 2017. Pursuant to the first Marin Settlement Agreement (the “Marin Settlement Agreement I”), the Company and the Marins agreed to reduce the Company’s purchase price for all of the capital stock of Bar Code Specialties, Inc., which was acquired by the Company from the Marins in November 2014. In the 2014 acquisition, the Company had issued David Marin a promissory note for $11,000,000 of which an aggregate of $10,696,465.17 (the “Owed Amount”) was outstanding as of February 26, 2018 which includes accrued interest earned but not paid. Pursuant to the Marin Settlement Agreement I, the amount of the indebtedness owed to Marin was reduced by $9,495,465.17 bringing the total amount owed to $1,201,000. Section 3.1 of the original note was amended to provide that the Company shall pay the Marins 60 monthly payments of $20,000 each commencing the earlier of (i) October 26, 2018 and (ii) the date that the Company’s obligation to Scansource, Inc., currently in the amount of $2,800,000 is satisfied and all amounts currently in default under the credit agreement with Scansource (currently approximately $ 6.0 Million) is reduced to $2.0 million. The Marins agreed to release their security interest against the Company. In connection with the $9,495,465.17 reduction in the purchase price, the Company issued the Marins 3 year warrants to purchase an aggregate of 3,000,000 shares of Common Stock at an exercise price of $0.20 per share. On February 28, 2018, the Company finalized an additional settlement agreement with the Marins (the “Marin Settlement Agreement II”) whereby the Company settled a promissory note owed to the Marins in the original principal amount of $100,000 which currently had a balance of $111,064.69 in its entirety in exchange for an aggregate of 85,000 shares of the Company’s Series C Preferred Stock. The Series C Preferred Stock has a liquidation value and conversion price of $1.00 per share and automatically converts into Common Stock at $1.00 per share in the event that the Company’s common stock has a closing price of $1.50 per share for 20 consecutive trading days. The preferred stock pays a 6% dividend commencing two years from issuance. During the first two years, the Series C Preferred stock shall neither pay or accrue the dividend. The Company also agreed to transfer title to a vehicle that was being utilized by Mr. Marin to David Marin. In exchange therefor, the $100,000 Note and the accrued interest thereon was cancelled in its entirety. The effective date of the agreement is December 30, 2017. On February 22, 2018, the Company finalized a settlement agreement with Kurt Thomet whereby the Company settled its indebtedness to Mr. Thomet in the current amount of $5,437,136.40 in full in exchange for 60 monthly payments of $12,500 each commencing the earlier of (i) October 26, 2018 or (ii) the date when the Company’s obligation under its promissory note with Scansource, Inc. currently in the amount of $21,800,000 is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. In addition, the Company issued Mr. Thomet an aggregate of 500,000 shares of restricted common stock and 1,000,000 shares of Series C Preferred Stock with the same rights and restrictions as described above in the description of the Marin Settlement II Agreement. The effective date of the agreement is December 30, 2017. On February 19, 2018, the Company finalized a settlement agreement with George Zicman whereby the Company settled its indebtedness to Mr. Zicman in the current amount of $1,304,198.55 in full in exchange for 60 monthly payments of $3,000 each commencing the earlier of (i) October 26, 2018 or (ii) the date when the Company’s obligation under its promissory note with Scansource, Inc. currently in the amount of $2,800,000 is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. In addition, the Company issued Mr. Zicman an aggregate of 100,000 shares of common stock and 600,000 shares of Series C Preferred Stock with the same rights and restrictions as described above in the description of the Marin Settlement Agreement II. The effective date of the agreement is December 30, 2017. The repayment of the subordinated notes payable at March 31, 2018 is as follows: 2018 $ 106,500 2018 894,000 2019 894,000 2020 894,000 Thereafter 1,213,500 Total $ 4,002,000 |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 11 – STOCKHOLDERS’ DEFICIT PREFERRED STOCK Series A As of March 31, 2018, there were 1,000,000 Series A preferred shares designated and 0 Series A 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. Series B As of March 31, 2018 there was 1 preferred share designated and 0 preferred shares outstanding. Effective on September 30, 2016, with the divestiture of Quest Solution Canada Inc., the one share was redeemed by the Company and retired. Series C As of March 31, 2018, there were 15,000,000 Series C preferred share authorized and 4,828,530 Series C preferred share outstanding. It has preferential rights above common shares and the Series B preferred shares and is entitled to receive a quarterly dividend at a rate of $0.06 per share per annum. As part of a debt settlement agreement effective December 30, 2017, 1,685,000 shares were issued with the quarterly dividend at a rate of $.06 per share per annum were waived for a period of 24 months, with no dividends being accrued or paid. Each Series C preferred share outstanding is convertible into one (1) share of common stock of Quest Solution, Inc. COMMON STOCK In April 2017, the Company issued 640,000 shares to the Chief Executive Officer as a signing bonus under his Employment Agreement. In addition, the Company issued 70,000 shares to the Chief Financial Officer as additional fees pursuant to his Contractor Agreement. On June 30, 2017, the Company issued 87,500 shares to board members in relation to the vesting schedule agreed to during 4 th On August 2, 2017, the Company authorized the issuance of 600,000 shares of common stock as part of a consulting agreement with Carlos Jaime Nissensohn. The shares were issued in November, 2017 On December 30, 2017, the Company authorized the issuance of 600,000 shares of common stock valued at $59,400, as part of a debt extinguishment agreement with two related parties. The common shares were issued on March 9, 2018. On March 08, 2018 and pursuant to the Plan, the Company granted a grand total of 1,700,000 Shares, as well as options to purchase up to 7,000,000 Shares (the “Options”) with an exercise price equal to the closing price of the Company’s common stock on Wednesday, March 07, 2018, $0.12 per share. A total of 1,000,000 Shares and 3,200,000 Options were issued to the Company’s Board of Directors as follows: ● Shai Lustgarten (Chairman of the Board) received 1,000,000 Shares and 2,000,000 Options; ● Andrew J. Macmillan received 400,000 Options; ● Yaron Shalem received 400,000 Options; and ● Niv Nissenson received 400,000 Options. On March 08, 2018 and pursuant to the Plan, the Company granted 500,000 Shares to its Chief Financial Officer Benjamin Kemper. On March 08, 2018, the Company issued 500,000 shares of the Company’s common stock, par value $0.001, to Mr. Carlos J Nissensohn, who is the father of Niv Nissensohn, a director of the Company, pursuant to a consulting agreement (the “Consulting Agreement”) dated August 02, 2017 which was previously filed with the SEC on the Company’s Form 8-K dated August, 04, 2017. On March 08,2018, the Company issued 200,000 shares of the Company’s common stock to the JSM SOC-DIG LP. As of March 31, 2018, the Company had 39,673,631 common shares outstanding. Warrants and Stock Options On March 08, 2018, the Company adopted an Equity Incentive Plan (the “Plan”), as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to the Company. Ten million (10,000,000) shares of the Corporation’s common stock, par value $0.001 (the “Shares”), was set aside and reserved for issuance pursuant to the Plan. Warrants March 31, 2018 March 31, 2017 Number of warrants Weighted Average Exercise Price Number of warrants Weighted Average Exercise Price Balance, beginning of period 5,905,000 $ 0.21 1,405,000 $ 0.52 Warrants granted - - - - Warrants expired (300,000 ) 1.00 - - Warrants cancelled, forfeited - - - - Warrants exercised - - - - Balance, end of period 5,605,000 $ 0.21 1,405,000 $ 0.52 Exercisable warrants 4,885,000 $ 0.23 1,405,000 $ 0.52 Outstanding warrants as of March 31, 2018 are as follows: Range of Exercise Prices Weighted Average residual life span (in years) Outstanding Warrants Weighted Average Exercise Price Exercisable Warrants Weighted Average Exercise Price $ 0.20 2.75 3,000,000 $ 0.20 3,000,000 $ 0.20 $ 0.25 0.01 205,000 $ 0.25 205,00 $ 0.25 $ 0.11 3.34 1,500,000 $ 0.11 750,000 $ 0.11 $ 1.00 0.25 900,000 $ 1.00 900,000 $ 1.00 $ 0.11 to 1.00 2.38 5,605,000 $ 0.21 4,855,000 $ 0.23 Warrants outstanding at March 31, 2018 and 2017 have the following expiry date and exercise prices: Expiry Date Exercise Prices March 31, 2018 March 31, 2017 March 22,2018 $ 1.00 - 300,000 April 1, 2018 $ 0.25 900,000 900,000 April 30, 2018 $ 0.25 5,000 5,000 July 1, 2018 $ 1.00 200,000 200,000 December 30, 2020 $ 0.20 3,000,000 - August 2, 2021 $ 0.11 1,500,000 - 5,605,000 1,405,000 Share Purchase Option Plan The Company has a stock option plan adopted in on November 17, 2014 and an equity incentive plan adopted March 8, 2018 whereby the Board of Directors, may grant to directors, officers, employees, or consultants of the Company shares of common stock as well as options to acquire common shares. The Board of Directors of the Company has the authority to determine the terms, limits, restrictions and conditions of the grant of options, to interpret the plan and make all decisions relating thereto. The plan was adopted by the Company’s Board of Directors in order to provide an inducement and serve as a long term incentive program. The maximum number of common shares that may be reserved for issuance under the Plan was set at 20,000,000. The option exercise price is established by the Board of Directors and may not be lower than the market price of the common shares at the time of grant. The options may be exercised during the option period determined by the Board of Directors, which may vary, but will not exceed ten years from the date of the grant. There are 20,000,000 of the Company’s common shares which may be issued pursuant to the exercise of share options granted under the Plan. As at March 31, 2018, the Company had issued options, allowing for the subscription of 16,353,000 common shares of its share capital. Stock Options March 31, 2018 March 31, 2017 Number of stock options Weighted Average Exercise Price Number of stock options Weighted Average Exercise Price Balance, beginning of period 9,625,000 $ 0.21 2,644,000 $ 0.49 Stock options granted 6,800,000 $ 0.12 700,000 $ 0.09 Stock options expired 72,000 $ 0.37 - - Stock options cancelled, forfeited - - - - Stock options exercised - - - - Balance, end of period 16,353,000 $ 0.17 3,344,000 $ 0.41 Exercisable stock options 10,167,666 $ 0.20 2,252,334 $ 0.45 For the three months ended March 31, 2018, the Company granted a total of 6,800,000 stock options, 1,200,000 stock options were granted to three Board members and 2,000,000 stock options were granted to the Chief Executive Officer, 200,000 to Company’s legal counsel. Outstanding stock options as of March 31, 2018 are as follows: Range of Exercise Prices Weighted Average residual life span (in years) Outstanding Stock Options Weighted Average Exercise Price Exercisable Stock Options Weighted Average Exercise Price $ 0.075 to 0.09 3.91 2,981,000 $ 0.08 2,220,666 $ 0.08 $ 0.11 3.34 3,500,000 $ 0.11 2,625,000 $ 0.11 $ 0.12 4.93 6,800,000 $ 0.12 2,500,000 $ 0.12 $ 0.145 9.51 500,000 $ 0.145 500,000 $ 0.145 $ 0.33 to 0.38 0.17 72,000 $ 0.36 72,000 $ 0.36 $ 0.50 6.65 2,500,000 $ 0.50 2,250,000 $ 0.50 $ 0.075 to 0.50 4.79 16,353,000 $ 0.17 10,167,666 $ 0.20 Stock options outstanding at March 31, 2018, and 2017 have the following expiry date and exercise prices: Expiry Date Exercise Prices March 31, 2018 March 31, 2017 April 27, 2018 $ 0.38 36,000 36,000 July 9, 2018 $ 0.33 36,000 36,000 August 2, 2021 $ 0.11 3,500,000 - February 17, 2022 $ 0.075 760,333 760,333 February 17, 2022 $ 0.09 1,520,667 1,520,667 March 30, 2022 $ 0.09 700,000 700,000 March 5, 2023 $ 0.12 6,800,000 - November 20, 2024 $ 0.50 2,500,000 2,500,000 October 2, 2027 $ 0.145 500,000 - 16,353,000 5,553,000 Stock compensation expense is $681,475 for the three months ended March 31, 2018 and $26,756 for the three months ended March 31, 2017. |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | NOTE 12 – LITIGATION The Company was sued by Kurt Thomet for breach of obligations related to the outstanding debt obligations remaining from the promissory note executed on January 18, 2014 and subsequent amendments. The lawsuit was withdrawn in February 2018 with the restructure of debt made subsequent to the 2017 year end, but effective December 30, 2018. The company is not a party to any other pended material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 – RELATED PARTY TRANSACTIONS The Company leased a building from the former owner of BCS for $9,000 per month, the lease was terminated on April 30, 2018. In addition, on August 2, 2017, the Company entered into a Consulting agreement with Carlos J. Nissensohn, a family member of a Director of the Company. The terms and condition of the contract are as follows: ● 24 month term with 90 day termination notice by the Company ● A monthly fee of $15,000 and a one-time signatory fee of 600,000 restricted shares ● 1,500,000 warrants to buy shares at $0.11 having a four year life and a vesting period of 12 months in 4 quarterly and equal installments, subject to continuous service to the Company ● In case the Company procures debt financing during the term of this agreement, without any equity component, Mr. Nissensohn shall be entitled to 3% of the gross funds raised, however if the Company is required to pay a success fee to another external entity, then Mr. Nissensohn shall be entitled to only 2% of the gross funds raised ● In addition to the above, in the event of an equity financing resulting in gross proceeds of at least $3,000,000 to the Company within 24 months of the date the contract, Mr. Nissensohn shall further be entitled to certain warrants to be granted by the Company which upon their exercise pursuant to their terms, Mr. Nissensohn shall be entitled to receive QUEST shares which represent 3% of the QUEST issued share capital immediately prior to the consummation of such investment. The warrants will carry an exercise price per warrant/share representing 100% of the closing price per share as closed in the equity financing. This section and the issue of the warrant by QUEST are subject to the approval of the Board of Directors of QUEST. However, if the Board does not approve the issuance of warrants; then Mr. Nissensohn will be entitled to a fee with the equivalent value based on a Black Scholes valuation ● In addition to the above, Mr. Nissensohn will be entitled to a $ st ● In addition to the aforementioned, in the event that Company shall close any M&A transaction with a third party target, Mr. Nissensohn shall be entitled to a success fee in the amount equal to 3% of the total transaction price, in any combination of cash and shares that will be determined by QUEST On February 28, 2018, the Company finalized two settlement agreements with David and Kathy Marin (the “Marin Settlement Agreements”) which have an effective date of December 30, 2017. Pursuant to the first Marin Settlement Agreement (the “Marin Settlement Agreement I”), the Company and the Marins agreed to reduce the Company’s purchase price for all of the capital stock of Bar Code Specialties, Inc., which was acquired by the Company from the Marins in November 2014. In the 2014 acquisition, the Company had issued David Marin a promissory note for $11,000,000 of which an aggregate of $10,696,465.17 (the “Owed Amount”) was outstanding as of February 26, 2018 which includes accrued interest earned but not paid. Pursuant to the Marin Settlement I Agreement, the amount of the indebtedness owed to Marin was reduced by $9,495,465.17 bringing the total amount owed to $1,201,000. Section 3.1 of the original note was amended to provide that the Company shall pay the Marins 60 monthly payments of $20,000 each commencing the earlier of (i) October 26, 2018 and (ii) the date that the Company’s obligation to Scansource, Inc., currently in the amount of $2,800,000 is satisfied and all amounts currently in default under the credit agreement with Scansource (currently approximately $ 6.0 Million) is reduced to $2.0 million. The Marins have agreed to release their security interest against the Company. In connection with the $9,495,465.17 reduction in the purchase price, the Company issued the Marins 3 year warrants to purchase an aggregate of 3,000,000 shares of Common Stock at an exercise price of $0.20 per-share. On February 28, 2018, the Company finalized an additional settlement agreement with the Marins (the “Marin Settlement Agreement II”) whereby the Company settled a promissory note owed to the Marins in the original principal amount of $100,000 which currently had a balance of $111,064.69 in its entirety in exchange for an aggregate of 85,000 shares of the Company’s Series C Preferred Stock. The Series C Preferred Stock has a liquidation value and conversion price of $1.00 per share and automatically converts into Common Stock at $1.00 per share in the event that the Company’s common stock has a closing price of $1.50 per share for 20 consecutive trading days. The preferred stock pays a 6% dividend commencing two years from issuance. During the first two years, the Series C Preferred stock shall neither pay or accrue the dividend. The Company also agreed to transfer title to a vehicle that was being utilized by Mr. Marin to David Marin. In exchange therefor, the $100,000 Note and the accrued interest thereon was cancelled in its entirety. The effective date of the agreement is December 30, 2017. On February 22, 2018, the Company finalized a settlement agreement with Kurt Thomet whereby the Company settled its indebtedness to Mr. Thomet in the current amount of $5,437,136.40 in full in exchange for 60 monthly payments of $12,500 each commencing the earlier of (i) October 26, 2018 or (ii) the date when the Company’s obligation under its promissory note with Scansource, Inc. currently in the amount of $21,800,000 is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. In addition, the Company issued Mr. Thomet an aggregate of 500,000 shares of restricted common stock and 1,000,000 shares of Series C Preferred Stock with the same rights and restrictions as described above in the description of the Marin Settlement II Agreement. The effective date of the agreement is December 30, 2017. On February 19, 2018, the Company finalized a settlement agreement with George Zicman whereby the Company settled its indebtedness to Mr. Zicman in the current amount of $1,304,198.55 in full in exchange for 60 monthly payments of $3,000 each commencing the earlier of (i) October 26, 2018 or (ii) the date when the Company’s obligation under its promissory note with Scansource, Inc. currently in the amount of $2,800,000 is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. In addition, the Company issued Mr. Zicman an aggregate of 100,000 shares of common stock and 600,000 shares of Series C Preferred Stock with the same rights and restrictions as described above in the description of the Marin Settlement II Agreement. The effective date of the agreement is December 30, 2017. Each of the Marins, Thomet and Zicman entered into a voting agreement with the Company whereby they agreed to vote any shares of common stock beneficially owned by them as directed by the Company’s CEO and also agreed to a leakout restriction whereby they each agreed not to sell more than 10% of the common stock beneficially owned during any 30-day period. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS There are no subsequent events. |
Basis of Presentation and Sum20
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The interim consolidated financial statements of Quest Solution, Inc. include the combined accounts of Quest Marketing, Inc., an Oregon Corporation, and Quest Exchange Ltd., a Canadian based holding company. On December 31, 2016, the Company merged BCS in Quest Marketing to form one US legal entity as part of its streamlining efforts. The interim consolidated 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, 2017 and notes thereto included in the Company’s Form 10-K filed with the SEC on May 8, 2018. The Company follows the same accounting policies in the preparation of interim reports, except for the adoption of ASC Topic 606, Revenue from Contracts with Customers. The Company operates in one segment. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. |
Adoption of New Accounting Pronouncement in Fiscal 2018 | Adoption of New Accounting Pronouncement in Fiscal 2018 In May 2014, the FASB issued new revenue recognition guidance under ASU 2014-09 that supersedes the existing revenue recognition guidance under U.S. Generally Accepted Accounting Principles (“GAAP”). The new standard, ASC Topic 606, focuses on creating a single source of revenue guidance for revenue arising from contracts with customers for all industries. The objective of ASC Topic 606, the new standard, is for companies to recognize revenue when it transfers the promised goods or services to its customers at an amount that represents what the company expects to be entitled to in exchange for those goods or services. Since the issuance of the original standard, the FASB has issued several other subsequent updates including the following: 1) clarification of the implementation guidance on principal versus agent considerations (ASU 2016-08); 2) further guidance on identifying performance obligations in a contract as well as clarifications on the licensing implementation guidance (ASU 2016-10); 3) rescission of several SEC Staff Announcements that are codified in Topic 605 (ASU 2016-11); and 4) additional guidance and practical expedients in response to identified implementation issues (ASU 2016-12). The Company took into the guidance provided in these ASUs related to revenue recognition. The Company has adopted ASC Topic 606 as of January 1, 2018 using the modified retrospective transition approach, in which the cumulative effect of applying the standard would be recognized at the date of initial application. An adjustment to decrease deferred revenue in the amount of $1,213,218 was established on the date of adoption relating to amounts deferred related to extended service contract sales through December 31, 2017. Prior to adoption of ASC Topic 606 net revenue from the sales of these contracts would be recognized immediately since the Company has no continuing obligation related to the sale of these products if the new guidance had been applied in the past. As a result of the adoption the Company recognizes revenue from extended service contracts on a net versus gross basis in the consolidated statements of operations. The Company recognized the cumulative effect of initially applying ASC Topic 606 as an adjustment of $1,213,218 of net deferred revenue to the opening balance of accumulated deficit. Deferred net revenue on December 31, 2017 $ 1,213,218 Accumulated deficit on December 31, 2017 $ (35,554,994 ) Accumulated deficit on January 1, 2018 $ (34,341,776 ) Net loss on March 31, 2018 $ (949,005 ) Less: Preferred stock - Series C dividend $ (48,125 ) Accumulated deficit on March 31, 2018 $ (35,338,906 ) Under this approach, revenue for 2017 is reported in the consolidated statements of operations and comprehensive income on the historical basis, and revenue for 2018 is reported in the consolidated statements of operations and comprehensive income under ASC Topic 606. A comparison of revenue for 2018 periods to the historical basis is included below. The Company acknowledges that the required adoption of ASC Topic 606 could have a material effect on annual revenue or net income from continuing operations on an ongoing basis. For the three months ended March 31 Topic 606 Topic 605 Topic 606 Topic 605 2018 2018 % 2017 Variance from 2017 Variance from 2017 Revenues Total revenues 15,180,547 15,302,514 0.80 % 14,437,556 742,991 864,958 Total costs of goods sold 12,014,454 12,304,443 2.36 % 11,445,609 568,845 858,834 Gross profit 3,166,093 2,998,071 (5.60 % ) 2,991,947 174,146 6,124 |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018; however, early adoption is permitted with prospective application to any business development transaction. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses In February 2016, the FASB issued ASU 2016-02 amended the existing accounting standards for lease accounting and requiring lessees to recognize lease assets and lease liabilities for all leases with lease terms of more than 12 months, including those classified as operating leases. Both the asset and liability will initially be measured at the present value of the future minimum lease payments, with the asset being subject to adjustments such as initial direct costs. Consistent with current U.S GAAP, the presentation of expenses and cash flows will depend primarily on the classification of the lease as either a finance or an operating lease. The new standard also requires additional quantitative and qualitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases in order to provide additional information about the nature of an organization’s leasing activities. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 and requires modified retrospective application. Early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. The Company has evaluated other recent pronouncements and believes that none of them will have a material effect on the Company’s financial statements. |
Cash | 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 March 31, 2018 and December 31, 2017. The Company maintains its cash in bank deposit accounts which, at times, may exceed federal insured limits. The Company has restricted cash on deposit with a federally insured bank in the amount of $381,494 at March 31, 2018. This cash is security and collateral for a corporate credit card agreement with a bank and for deposit against a letter of credit issued for executive life insurance policies owned by the Company. |
Use of Estimates | USE OF ESTIMATES The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. The Company evaluates its estimates and assumptions on a regular basis. The Company uses historical experience and various other assumptions that are believed to be reasonable under the circumstances to form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates and assumptions used in preparation of the consolidated financial statements. |
Accounts Receivable | 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. Based on management’s evaluation, accounts receivable has a balance in the allowance for doubtful accounts of $12,501 and $12,501 for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively. |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Intangible assets are stated at cost, net of accumulated amortization. The assets are being amortized on the straight-line method over useful lives ranging from 3 to 7 years. Amortization expense for the period ended March 31, 2018 and December 31, 2017 was $425,429 and $1,701,714, respectively. March 31, 2018 December 31, 2017 Goodwill $ 10,114,164 $ 10,114,164 Trade Names 4,390,000 4,390,000 Customer Relationships 9,190,000 9,190,000 Accumulated amortization (6,335,010 ) (5,909,581 ) Intangibles, net $ 17,359,154 $ 17,784,583 The future amortization expense on the Trade Names and Customer Relationships are as follows: Years ended December 31, 2018 $ 1,254,170 2019 1,471,714 2020 1,471,714 2021 1,405,792 2022 786,000 Thereafter 855,600 Total $ 7,244,990 Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. No impairment charges have been recorded as a result of the Company’s annual impairment assessments. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill 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. None of the goodwill is deductible for income tax purposes. Intangibles Intangible assets with finite useful lives consist of Trademark and customer lists and are amortized on a straight-line basis over their estimated useful lives, which range from two to seven years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. There was no impairment recorded for the three months ended March 31, 2018. |
Advertising | ADVERTISING The Company generally expenses advertising costs as incurred. During the three month periods ended March 31, 2018 and 2017, the Company spent $39,008 and $188,077 on advertising (marketing, trade show and store front expense), net of co-operative rebates, respectively. The Company received rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates have been recorded as a reduction to the related advertising and marketing expense in the periods they are received. |
Inventory | INVENTORY Substantially all inventory consists of raw materials and 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 slow moving products or discontinued items as well as the market conditions for the specific inventory items. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides a hierarchy for inputs used in measuring fair value that prioritize the use of observable inputs over the use of unobservable inputs, when such observable inputs are available. The three levels of inputs that may be used to measure fair value are as follows: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in Markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data. ● Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above. |
Net Loss Per Common Share | NET LOSS PER COMMON SHARE Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the three months ended March 31, 2018 and 2017 were 37,125,286 and 35,141,560, respectively. Diluted net loss per share of common stock is the same as basic net loss per share of common stock because the effects of potentially dilutive securities are antidilutive. Dilutive securities are excluded from the computation of diluted net loss per share because such securities have no anti-dilutive impact due to losses reported. |
Foreign Currency Translation | FOREIGN CURRENCY TRANSLATION The consolidated financial statements of the Company are presented in U.S. dollars. The functional currency for the Company is U.S. dollars. Transactions in currencies other than the functional currency are recorded using the appropriate exchange rate at the time of the transaction. All of the Company’s continuing operations are conducted in U.S. dollars. The Company owns a non-operating subsidiary in Canada, from which it has no activity since October 1, 2016. Reclassifications and adjustments |
Basis of Presentation and Sum21
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Adoption of New Accounting Pronouncements | Deferred net revenue on December 31, 2017 $ 1,213,218 Accumulated deficit on December 31, 2017 $ (35,554,994 ) Accumulated deficit on January 1, 2018 $ (34,341,776 ) Net loss on March 31, 2018 $ (949,005 ) Less: Preferred stock - Series C dividend $ (48,125 ) Accumulated deficit on March 31, 2018 $ (35,338,906 ) Under this approach, revenue for 2017 is reported in the consolidated statements of operations and comprehensive income on the historical basis, and revenue for 2018 is reported in the consolidated statements of operations and comprehensive income under ASC Topic 606. A comparison of revenue for 2018 periods to the historical basis is included below. The Company acknowledges that the required adoption of ASC Topic 606 could have a material effect on annual revenue or net income from continuing operations on an ongoing basis. For the three months ended March 31 Topic 606 Topic 605 Topic 606 Topic 605 2018 2018 % 2017 Variance from 2017 Variance from 2017 Revenues Total revenues 15,180,547 15,302,514 0.80 % 14,437,556 742,991 864,958 Total costs of goods sold 12,014,454 12,304,443 2.36 % 11,445,609 568,845 858,834 Gross profit 3,166,093 2,998,071 (5.60 % ) 2,991,947 174,146 6,124 |
Schedule of Goodwill and Intangible Assets | Amortization expense for the period ended March 31, 2018 and December 31, 2017 was $425,429 and $1,701,714, respectively. March 31, 2018 December 31, 2017 Goodwill $ 10,114,164 $ 10,114,164 Trade Names 4,390,000 4,390,000 Customer Relationships 9,190,000 9,190,000 Accumulated amortization (6,335,010 ) (5,909,581 ) Intangibles, net $ 17,359,154 $ 17,784,583 |
Schedule of Amortized Expense | The future amortization expense on the Trade Names and Customer Relationships are as follows: Years ended December 31, 2018 $ 1,254,170 2019 1,471,714 2020 1,471,714 2021 1,405,792 2022 786,000 Thereafter 855,600 Total $ 7,244,990 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable Net | At March 31, 2018 and December 31, 2017, accounts receivable consisted of the following: March 31, 2018 December 31, 2017 Trade Accounts Receivable $ 9,430,964 $ 6,400,235 Less Allowance for doubtful accounts (12,501 ) (12,501 ) Total Accounts Receivable (net) $ 9,418,463 $ 6,387,734 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | At March 31, 2018 and December 31, 2017, inventories consisted of the following: March 31, 2018 December 31, 2017 Equipment and clearing service $ 2,031,138 $ 329,003 Raw Materials 31,697 31,697 Finished Goods 79,020 79,020 Total inventories $ 2,141,855 $ 439,720 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Depreciation expense for the period ended March 31, 2018 and December 31, 2017 was $11,969 and $61,223, respectively March 31, 2018 December 31, 2017 Equipment $ 2,914,760 2,909,642 Furniture and Fixtures 316,853 316,853 Leasehold improvements 151,553 151,553 Accumulated depreciation (3,297,215 ) (3,285,245 ) Fixed Assets, net $ 85,951 92,803 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | At March 31, 2018 and December 31, 2017, other liabilities consisted of the following: March 31, 2018 December 31, 2017 Unearned Incentive from credit cards $ - $ 77,307 Key Man life Insurance liability 150,146 150,146 Dividend payable 336,392 289,687 Others 156,957 43,811 583,753 560,951 Less Current Portion (156,957 ) (121,118 ) Total long term other liabilities $ 486,538 $ 439,833 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable at March 31, 2018 and December 31, 2017, consists of the following: March 31, 2018 December 31, 2017 Supplier Note Payable $ 1,976,915 $ 3,208,534 Insurance Note 77,998 - All Other 350,785 350,785 Total 2,405,698 3,559,319 Less current portion (2,275,404 ) (3,429,025 ) Long Term Notes Payable $ 130,294 $ 130,294 |
Schedule of Future Maturities of Note Payable | Future maturities of notes payable as of March 31, 2018 are as follows; 2018 $ 2,275,404 2019 130,294 Total $ 2,405,698 |
Subordinated Notes Payable (Tab
Subordinated Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Subordinated Notes Payable | Notes and loans payable consisted of the following: March 31, 2018 December 31, 2017 Note payable – Quest acquisition restructure $ 930,000 $ 930,000 Note payable – BCS acquisition restructure 1,200,000 1,200,000 Quest Preferred Stock note payable 1,199,400 1,199,400 Total notes payable $ 3,329,400 $ 3,329,400 |
Schedule of Future Maturities of Subordinated Notes Payable | The repayment of the subordinated notes payable at March 31, 2018 is as follows: 2018 $ 106,500 2018 894,000 2019 894,000 2020 894,000 Thereafter 1,213,500 Total $ 4,002,000 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Stock Options Warrants | The following table summarizes information about warrants granted during the three month periods ended March 31, 2018 and 2017: March 31, 2018 March 31, 2017 Number of warrants Weighted Average Exercise Price Number of warrants Weighted Average Exercise Price Balance, beginning of period 5,905,000 $ 0.21 1,405,000 $ 0.52 Warrants granted - - - - Warrants expired (300,000 ) 1.00 - - Warrants cancelled, forfeited - - - - Warrants exercised - - - - Balance, end of period 5,605,000 $ 0.21 1,405,000 $ 0.52 Exercisable warrants 4,885,000 $ 0.23 1,405,000 $ 0.52 |
Schedule of Outstanding Warrants | Outstanding warrants as of March 31, 2018 are as follows: Range of Exercise Prices Weighted Average residual life span (in years) Outstanding Warrants Weighted Average Exercise Price Exercisable Warrants Weighted Average Exercise Price $ 0.20 2.75 3,000,000 $ 0.20 3,000,000 $ 0.20 $ 0.25 0.01 205,000 $ 0.25 205,00 $ 0.25 $ 0.11 3.34 1,500,000 $ 0.11 750,000 $ 0.11 $ 1.00 0.25 900,000 $ 1.00 900,000 $ 1.00 $ 0.11 to 1.00 2.38 5,605,000 $ 0.21 4,855,000 $ 0.23 |
Schedule of Warrants Outstanding, Expiry Date and Exercise Prices | Warrants outstanding at March 31, 2018 and 2017 have the following expiry date and exercise prices: Expiry Date Exercise Prices March 31, 2018 March 31, 2017 March 22,2018 $ 1.00 - 300,000 April 1, 2018 $ 0.25 900,000 900,000 April 30, 2018 $ 0.25 5,000 5,000 July 1, 2018 $ 1.00 200,000 200,000 December 30, 2020 $ 0.20 3,000,000 - August 2, 2021 $ 0.11 1,500,000 - |
Schedule of Stock Options Granted | The following table summarizes information about stock options granted during the three months ended March 31, 2017 and 2016: March 31, 2018 March 31, 2017 Number of stock options Weighted Average Exercise Price Number of stock options Weighted Average Exercise Price Balance, beginning of period 9,625,000 $ 0.21 2,644,000 $ 0.49 Stock options granted 6,800,000 $ 0.12 700,000 $ 0.09 Stock options expired 72,000 $ 0.37 - - Stock options cancelled, forfeited - - - - Stock options exercised - - - - Balance, end of period 16,353,000 $ 0.17 3,344,000 $ 0.41 Exercisable stock options 10,167,666 $ 0.20 2,252,334 $ 0.45 |
Schedule of Outstanding Stock Options | Outstanding stock options as of March 31, 2018 are as follows: Range of Exercise Prices Weighted Average residual life span (in years) Outstanding Stock Options Weighted Average Exercise Price Exercisable Stock Options Weighted Average Exercise Price $ 0.075 to 0.09 3.91 2,981,000 $ 0.08 2,220,666 $ 0.08 $ 0.11 3.34 3,500,000 $ 0.11 2,625,000 $ 0.11 $ 0.12 4.93 6,800,000 $ 0.12 2,500,000 $ 0.12 $ 0.145 9.51 500,000 $ 0.145 500,000 $ 0.145 $ 0.33 to 0.38 0.17 72,000 $ 0.36 72,000 $ 0.36 $ 0.50 6.65 2,500,000 $ 0.50 2,250,000 $ 0.50 $ 0.075 to 0.50 4.79 16,353,000 $ 0.17 10,167,666 $ 0.20 |
Schedule of Stock Options, Expiry Date and Exercise Prices | Stock options outstanding at March 31, 2018, and 2017 have the following expiry date and exercise prices: Expiry Date Exercise Prices March 31, 2018 March 31, 2017 April 27, 2018 $ 0.38 36,000 36,000 July 9, 2018 $ 0.33 36,000 36,000 August 2, 2021 $ 0.11 3,500,000 - February 17, 2022 $ 0.075 760,333 760,333 February 17, 2022 $ 0.09 1,520,667 1,520,667 March 30, 2022 $ 0.09 700,000 700,000 March 5, 2023 $ 0.12 6,800,000 - November 20, 2024 $ 0.50 2,500,000 2,500,000 October 2, 2027 $ 0.145 500,000 - 16,353,000 5,553,000 |
Basis of Presentation and Sum29
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jan. 01, 2015 | |
Cash equivalents | ||||
Cash on deposit in federally insured bank | 381,494 | $ 250,000 | ||
Allowance for doubtful accounts | 12,501 | 12,501 | $ 12,501 | |
Amortization expense | 425,429 | $ 1,701,714 | ||
Impairment charges | ||||
Advertising expense | $ 39,008 | $ 188,077 | ||
Weighted average number of common shares outstanding | 37,125,286 | 35,141,560 | ||
Minimum [Member] | Trade Names and Customer Lists [Member] | ||||
Finite-lived intangible asset, useful life | 3 years | |||
Maximum [Member] | Trade Names and Customer Lists [Member] | ||||
Finite-lived intangible asset, useful life | 7 years | |||
Accounting Standards Update 2014-09 [Member] | ||||
Cumulative effect of accumulated deficit | $ 1,213,218 |
Basis of Presentation and Sum30
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Adoption of New Accounting Pronouncements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Deferred net revenue | $ 1,213,218 | ||
Accumulated deficit on beginning | $ (35,554,994) | ||
Net loss on end | (949,005) | $ (331,158) | (331,158) |
Less: Preferred stock - Series C dividend | 48,124 | 46,507 | |
Accumulated deficit on end | (35,338,906) | (35,554,994) | |
Revenues | 15,180,547 | 14,437,556 | |
Total costs of goods sold | 12,014,454 | 11,445,609 | |
Gross profit | $ 3,166,093 | 2,991,947 | |
Revenue, percentage | 0.80% | ||
Costs of goods sold, percentage | 2.36% | ||
Gross profit, percentage | (5.60%) | ||
Accounting Standards Update 2014-09 [Member] | |||
Accumulated deficit on beginning | $ (34,341,776) | ||
Net loss on end | (949,005) | ||
Less: Preferred stock - Series C dividend | (48,125) | ||
Accumulated deficit on end | (35,338,906) | $ (34,341,776) | |
Topic 606 [Member] | |||
Revenues | 15,180,547 | ||
Total costs of goods sold | 12,014,454 | ||
Gross profit | 3,166,093 | ||
Topic 605 [Member] | |||
Revenues | 15,302,514 | ||
Total costs of goods sold | 12,304,443 | ||
Gross profit | $ 2,998,071 | ||
Topic 606 Variance [Member] | |||
Revenues | 742,991 | ||
Total costs of goods sold | 568,845 | ||
Gross profit | 174,146 | ||
Topic 605 Variance [Member] | |||
Revenues | 864,958 | ||
Total costs of goods sold | 858,834 | ||
Gross profit | $ 6,124 |
Basis of Presentation and Sum31
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Goodwill and Intangible Assets (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Accumulated amortization | $ (6,335,010) | $ (5,909,581) |
Intangibles, net | 17,359,154 | 17,784,583 |
Goodwill [Member] | ||
Intangibles gross | 10,114,164 | 10,114,164 |
Trade Names [Member] | ||
Intangibles gross | 4,390,000 | 4,390,000 |
Customer Relationships [Member] | ||
Intangibles gross | $ 9,190,000 | $ 9,190,000 |
Basis of Presentation and Sum32
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Amortized Expense (Details) | Mar. 31, 2018USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2,018 | $ 1,254,170 |
2,019 | 1,471,714 |
2,020 | 1,471,714 |
2,021 | 1,405,792 |
2,022 | 786,000 |
Thereafter | 855,600 |
Total | $ 7,244,990 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 13,803,498 | |
Accumulated deficit | $ 35,338,906 | $ 35,554,994 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2015 | |
Cash on deposit in FDIC | $ 381,494 | $ 250,000 | |
Revenue [Member] | One Customer [Member] | |||
Percentage of concentration risk | 30.50% | 15.70% | |
Accounts Receivable [Member] | One Customer [Member] | |||
Percentage of concentration risk | 20.50% | 15.70% | |
Accounts Payable [Member] | One Vendor [Member] | |||
Percentage of concentration risk | 59.40% | 70.10% | |
Accounts Payable [Member] | One Vendor [Member] | Minimum [Member] | |||
Percentage of concentration risk | 10.00% | 10.00% |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable Net (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 |
Receivables [Abstract] | |||
Trade Accounts Receivable | $ 9,430,964 | $ 6,400,235 | |
Less Allowance for doubtful accounts | (12,501) | (12,501) | $ (12,501) |
Total Accounts Receivable (net) | $ 9,418,463 | $ 6,387,734 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Equipment and clearing service | $ 2,031,138 | $ 329,003 |
Raw Materials | 31,697 | 31,697 |
Finished Goods | 79,020 | 79,020 |
Total inventories | $ 2,141,855 | $ 439,720 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 11,969 | $ 61,223 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 2,914,760 | $ 2,909,642 |
Furniture and Fixtures | 316,853 | 316,853 |
Leasehold improvements | 151,553 | 151,553 |
Accumulated depreciation | (3,297,215) | (3,285,245) |
Fixed Assets, net | $ 85,951 | $ 92,803 |
Other Liabilities - Schedule of
Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Unearned Incentive from credit Cards | $ 77,307 | |
Key Man life Insurance liability | 150,146 | 150,146 |
Dividend payable | 336,392 | 289,687 |
Others | 156,957 | 43,811 |
Other liabilities | 583,753 | 560,951 |
Less Current Portion | (156,957) | (121,117) |
Total long term other liabilities | $ 486,538 | $ 439,833 |
Credit Facilities and Line of40
Credit Facilities and Line of Credit (Details Narrative) - USD ($) | Jul. 02, 2016 | Mar. 31, 2018 | Dec. 31, 2017 |
Line of credit, balance | $ 4,832,353 | $ 3,667,417 | |
Factoring and Security Agreement [Member] | Prime Rate [Member] | |||
Percentage of average outstanding balance | 2.00% | ||
Factoring and Security Agreement [Member] | Action Capital Corporation [Member] | |||
Percentage of reserve account | 5.00% | ||
Percentage of average outstanding balance | 0.75% | ||
Factoring and Security Agreement [Member] | Action Capital Corporation [Member] | Maximum [Member] | |||
Debt instrument face amount | $ 5,000,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Feb. 14, 2018 | Nov. 15, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Nov. 30, 2016 | Jul. 18, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 15, 2016 | Nov. 21, 2014 |
Notes payable | $ 2,405,698 | $ 3,559,319 | ||||||||
Secured Promissory Note [Member] | ||||||||||
Debt instruments periodic payment | $ 250,000 | |||||||||
Debt instruments interest rate | 12.00% | |||||||||
Debt instrument face amount | $ 12,492,137 | |||||||||
Debt instrument due date | Dec. 31, 2016 | |||||||||
Secured Promissory Note [Member] | Amendment Agreement [Member] | ||||||||||
Debt instrument face amount | $ 300,000 | |||||||||
Debt instrument due date | Mar. 31, 2017 | |||||||||
Debt instrument, increase, accrued interest | $ 400,000 | |||||||||
Secured Promissory Note [Member] | Second Amendment Agreement [Member] | ||||||||||
Debt instrument face amount | $ 400,000 | |||||||||
Debt instrument due date | Sep. 30, 2017 | |||||||||
Secured Promissory Note [Member] | Third Amendment Agreement [Member] | ||||||||||
Debt instrument face amount | $ 600,000 | |||||||||
Debt instrument due date | Oct. 31, 2017 | |||||||||
Secured Promissory Note [Member] | Fourth Amendment Agreement [Member] | ||||||||||
Debt instrument face amount | $ 400,000 | $ 600,000 | ||||||||
Debt instrument due date | Mar. 31, 2018 | Dec. 31, 2017 | ||||||||
BCS Acquisition [Member] | ||||||||||
Debt instruments periodic payment | $ 4,758 | |||||||||
Debt instruments interest rate | 1.89% | 1.89% | ||||||||
BCS Acquisition [Member] | Debt [Member] | ||||||||||
Notes payable | $ 130,294 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Total notes payable | $ 2,405,698 | $ 3,559,319 |
Less: current portion | (2,275,404) | (3,429,025) |
Long Term Notes Payable | 130,294 | 130,294 |
Supplier Note Payable [Member] | ||
Total notes payable | 1,976,915 | 3,208,534 |
Insurance Note [Member] | ||
Total notes payable | 77,998 | |
All Other [Member] | ||
Total notes payable | $ 350,785 | $ 350,785 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Maturities of Note Payable (Details) - Notes Payable [Member] | Mar. 31, 2018USD ($) |
2,018 | $ 2,275,404 |
2,019 | 130,294 |
Total | $ 2,405,698 |
Subordinated Notes Payable (Det
Subordinated Notes Payable (Details Narrative) | Mar. 08, 2018USD ($) | Feb. 28, 2018USD ($)Number$ / sharesshares | Feb. 22, 2018USD ($)Number | Feb. 19, 2018USD ($)Number | Jun. 17, 2016USD ($)shares | Nov. 21, 2014$ / shares | Jan. 09, 2014 | Jun. 30, 2016USD ($) | Oct. 31, 2015shares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2014USD ($)Number$ / sharesshares |
Interest expense | $ 20,232 | $ 160,790 | ||||||||||
Stock issued during the period | $ 200,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Debt instruments interest increase | 6.00% | |||||||||||
Percentage of redemption and cancelation | 100.00% | |||||||||||
Number of option issued | shares | 3,400,000 | |||||||||||
Promissory Note Conversion Agreement [Member] | Noteholders [Member] | ||||||||||||
Forgiveness of debt | $ 75,000 | |||||||||||
Promissory Note Conversion Agreement [Member] | Noteholders [Member] | Series C Preferred Stock [Member] | ||||||||||||
Debt instrument conversion of shares amount | $ 1,800,000 | |||||||||||
Debt instrument conversion of shares | shares | 1,800,000 | |||||||||||
Marin Settlement Agreement I [Member] | David Marin [Member] | ||||||||||||
Forgiveness of debt | $ 9,495,465 | $ 9,495,465 | ||||||||||
Debt instrument face amount | 11,000,000 | |||||||||||
Debt owed amount | $ 1,201,000 | $ 1,201,000 | ||||||||||
Date of agreement | Feb. 28, 2018 | |||||||||||
Debt instrument description | Section 3.1 of the original note was amended to provide that the Company shall pay the Marins 60 monthly payments of $20,000 each commencing the earlier of (i) October 26, 2018 and (ii) the date that the Company’s obligation to Scansource, Inc., currently in the amount of $1,800,000 is satisfied and all amounts currently in default under the credit agreement with Scansource (currently approximately $ 6.0 Million) is reduced to $2.0 million. | Section 3.1 of the original note was amended to provide that the Company shall pay the Marins 60 monthly payments of $20,000 each commencing the earlier of (i) October 26, 2018 and (ii) the date that the Companys obligation to Scansource, Inc., currently in the amount of $2,800,000 is satisfied and all amounts currently in default under the credit agreement with Scansource (currently approximately $ 6.0 Million) is reduced to $2.0 million. | ||||||||||
Number of monthly installments | Number | 60 | 60 | ||||||||||
Debt monthly payment | $ 20,000 | $ 20,000 | ||||||||||
Debt default, amount | $ 11,000,000 | |||||||||||
Warrants term | 3 years | 3 years | ||||||||||
Number of warrants to purchase common stock | shares | 3,000,000 | 3,000,000 | ||||||||||
Exercise price of warrants | $ / shares | $ 0.20 | |||||||||||
Marin Settlement Agreement I [Member] | David Marin [Member] | Owed Amount [Member] | ||||||||||||
Debt owed amount | $ 10,696,465 | $ 10,696,465 | ||||||||||
Exercise price of warrants | $ / shares | $ 0.20 | |||||||||||
Marin Settlement Agreement II [Member] | David Marin [Member] | ||||||||||||
Debt instrument conversion of shares amount | $ 111,065 | |||||||||||
Debt instrument conversion of shares | shares | 85,000 | |||||||||||
Debt convertible price per share | $ / shares | $ 1 | |||||||||||
Debt instrument face amount | $ 100,000 | |||||||||||
Date of agreement | Feb. 28, 2018 | |||||||||||
Shares issued, price per share | $ / shares | $ 1 | |||||||||||
Marin Settlement Agreement II [Member] | David Marin [Member] | Series C Preferred Stock [Member] | ||||||||||||
Debt instrument conversion of shares amount | $ 111,065 | |||||||||||
Debt instrument conversion of shares | shares | 85,000 | |||||||||||
Debt convertible price per share | $ / shares | $ 1 | |||||||||||
Shares issued, price per share | $ / shares | 1 | |||||||||||
Debt instrument, convertible, stock price | $ / shares | $ 1.50 | |||||||||||
Debt instrument, convertible, consecutive trading days | Number | 20 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | |||||||||||
Value of note and accrued interest cancelled | $ 100,000 | |||||||||||
Settlement Agreement [Member] | Kurt Thomet [Member] | ||||||||||||
Date of agreement | Feb. 22, 2018 | |||||||||||
Debt instrument description | (i) October 26, 2018 or (ii) the date when the Companys obligation under its promissory note with Scansource, Inc. currently in the amount of $21,800,000 is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. | |||||||||||
Number of monthly installments | Number | 60 | |||||||||||
Debt monthly payment | $ 12,500 | |||||||||||
Aggregate indebtness | 5,437,136 | |||||||||||
Number of restricted common stock shares value | 500,000 | |||||||||||
Settlement Agreement [Member] | Kurt Thomet [Member] | Series C Preferred Stock [Member] | ||||||||||||
Stock issued during the period | 1,000,000 | |||||||||||
Settlement Agreement [Member] | George Zicman [Member] | ||||||||||||
Aggregate indebtness | $ 1,304,199 | |||||||||||
Settlement Agreement [Member] | Goerge Zicman [Member] | ||||||||||||
Date of agreement | Feb. 19, 2018 | |||||||||||
Debt instrument description | (i) October 26, 2018 or (ii) the date when the Companys obligation under its promissory note with Scansource, Inc. currently in the amount of $2,800,000 is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. | |||||||||||
Number of monthly installments | Number | 60 | |||||||||||
Debt monthly payment | $ 3,000 | |||||||||||
Number of restricted common stock shares value | 100,000 | |||||||||||
Stock issued during the period | 100,000 | |||||||||||
Settlement Agreement [Member] | Goerge Zicman [Member] | Series C Preferred Stock [Member] | ||||||||||||
Stock issued during the period | 600,000 | |||||||||||
Quest Marketing, Inc [Member] | Promissory Note Conversion Agreement [Member] | Noteholders [Member] | Series C Preferred Stock [Member] | ||||||||||||
Debt instrument conversion of shares amount | $ 684,000 | |||||||||||
Debt instrument conversion of shares | shares | 684,000 | |||||||||||
Debt discount | $ 171,000 | |||||||||||
Scansource, Inc [Member] | Marin Settlement Agreement I [Member] | David Marin [Member] | ||||||||||||
Debt default, amount | 2,800,000 | 2,800,000 | ||||||||||
Reduction in debt default amount | $ 2,000,000 | $ 2,000,000 | ||||||||||
Scansource, Inc [Member] | Settlement Agreement [Member] | Kurt Thomet [Member] | ||||||||||||
Debt default, amount | 21,800,000 | |||||||||||
Reduction in debt default amount | $ 2,000,000 | |||||||||||
Scansource, Inc [Member] | Settlement Agreement [Member] | Goerge Zicman [Member] | ||||||||||||
Debt default, amount | 2,800,000 | |||||||||||
Reduction in debt default amount | $ 2,000,000 | |||||||||||
Quest Marketing, Inc [Member] | ||||||||||||
Debt instruments interest rate | 1.89% | |||||||||||
Debt instruments interest increase | 6.00% | |||||||||||
Debt due date description | 2,018 | |||||||||||
BCS Acquisition [Member] | ||||||||||||
Debt instruments interest rate | 1.89% | 1.89% | ||||||||||
Debt due date description | 2,018 | |||||||||||
Debt convertible price per share | $ / shares | $ 2 | |||||||||||
Percentage of outstanding shares | 5.00% | |||||||||||
Debt monthly payment | $ 4,758 |
Subordinated Notes Payable - Sc
Subordinated Notes Payable - Schedule of Subordinated Notes Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Total notes payable | $ 3,329,400 | $ 3,329,400 |
Note Payable Quest Acquisition Restructure [Member] | ||
Total notes payable | 930,000 | 930,000 |
Note Payable BCS Acquisition Restructure [Member] | ||
Total notes payable | 1,200,000 | 1,200,000 |
Quest Preferred Stock Note Payable [Member] | ||
Total notes payable | $ 1,199,400 | $ 1,199,400 |
Subordinated Notes Payable - 46
Subordinated Notes Payable - Schedule of Future Maturities of Subordinated Notes Payable (Details) - Subordinated Notes Payable [Member] | Mar. 31, 2018USD ($) |
2,018 | $ 106,500 |
2,019 | 894,000 |
2,020 | 894,000 |
2,021 | 894,000 |
Thereafter | 1,213,500 |
Total | $ 4,002,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Mar. 08, 2018 | Dec. 30, 2017 | Aug. 02, 2017 | Jun. 30, 2017 | Apr. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 07, 2018 | Dec. 31, 2017 | Nov. 17, 2014 |
Dividend paid | $ 336,392 | $ 289,687 | ||||||||
Stock issued during the period, shares | 500,000 | |||||||||
Stock issued during the period | $ 200,000 | |||||||||
Exercise of stock option shares granted | 6,800,000 | 700,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares outstanding | 39,673,631 | 36,828,371 | ||||||||
Stock compensation expense | $ 681,475 | $ 26,756 | ||||||||
Warrants and Stock Options [Member] | ||||||||||
Common stock, par value | $ 0.001 | |||||||||
Maximum number of common shares reserved for issuance | 10,000,000 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Exercise of stock option shares granted | 2,000,000 | |||||||||
Board of Directors [Member] | ||||||||||
Stock issued during the period, shares | 1,000,000 | |||||||||
Exercise of stock option shares granted | 3,200,000 | |||||||||
Benjamin Kemper [Member] | ||||||||||
Stock issued during the period, shares | 500,000 | |||||||||
Three Directors [Member] | ||||||||||
Exercise of stock option shares granted | 1,200,000 | |||||||||
Legal Counsel [Member] | ||||||||||
Exercise of stock option shares granted | 200,000 | |||||||||
Settlement Agreement [Member] | ||||||||||
Dividend rate per annum | $ 0.06 | |||||||||
Debt settlement effective shares issued | 1,685,000 | |||||||||
Dividend paid | ||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||||||
Stock issued during the period, shares | 640,000 | |||||||||
Contractor Agreement [Member] | Chief Executive Officer [Member] | ||||||||||
Stock issued during the period, shares | 70,000 | |||||||||
Consulting Agreement [Member] | Carlos J. Nissensohn [Member] | ||||||||||
Number of shares issued for employees, shares | 600,000 | |||||||||
2018 Equity Incentive Plan [Member] | ||||||||||
Price per share | $ 0.12 | |||||||||
2018 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||
Exercise of stock option shares granted | 7,000,000 | |||||||||
Board of Directors [Member] | ||||||||||
Preferred stock voting rights | The board of directors had previously set the voting rights for the preferred stock at 1 share of preferred to 250 common shares. | |||||||||
Stock issued during the period, shares | 87,500 | |||||||||
Board of Directors [Member] | Share Purchase Option Plan [Member] | ||||||||||
Exercise of stock option shares granted | 20,000,000 | |||||||||
Maximum number of common shares reserved for issuance | 20,000,000 | |||||||||
Common stock shares subscribed | 16,353,000 | |||||||||
Independent Board [Member] | ||||||||||
Restricted common shares | 100,000 | |||||||||
Two Parties [Member] | Debt Reduction Agreement [Member] | ||||||||||
Stock issued during the period, shares | 600,000 | |||||||||
Stock issued during the period | $ 59,400 | |||||||||
Shai Lustgarten [Member] | ||||||||||
Stock issued during the period, shares | 1,000,000 | |||||||||
Exercise of stock option shares granted | 2,000,000 | |||||||||
Andrew J. Macmillan [Member] | ||||||||||
Exercise of stock option shares granted | 400,000 | |||||||||
Yaron Shalem [Member] | ||||||||||
Exercise of stock option shares granted | 400,000 | |||||||||
Niv Nissenson [Member] | ||||||||||
Exercise of stock option shares granted | 400,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred stock shares designated | 1,000,000 | 1,000,000 | ||||||||
Preferred stock shares outstanding | 0 | 0 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Preferred stock shares designated | 1 | 1 | ||||||||
Preferred stock shares outstanding | 0 | 0 | ||||||||
Series C Preferred Stock [Member] | ||||||||||
Preferred stock shares designated | 15,000,000 | 15,000,000 | ||||||||
Preferred stock shares outstanding | 3,143,530 | 3,143,530 | ||||||||
Dividend rate per annum | $ 0.06 | $ 0.06 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Stock Options Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Equity [Abstract] | ||
Number of warrants balance, beginning of period | 5,905,000 | 1,405,000 |
Number of warrants, granted | ||
Number of warrants, expired | (300,000) | |
Number of warrants, cancelled, forfeited | ||
Number of warrants, exercised | ||
Number of warrants, balance end of period | 5,605,000 | 1,405,000 |
Number of warrants, exercisable | 4,885,000 | 1,405,000 |
Weighted Average Exercise Price balance, beginning of period | $ 0.21 | $ 0.52 |
Weighted Average Exercise Price, granted | ||
Weighted Average Exercise Price, expired | 1 | |
Weighted Average Exercise Price, cancelled, forfeited | ||
Weighted Average Exercise Price, exercised | ||
Weighted Average Exercise Price balance, end of period | 0.21 | 0.52 |
Weighted Average Exercise Price, exercisable | $ 0.23 | $ 0.52 |
Stockholders' Deficit - Sched49
Stockholders' Deficit - Schedule of Outstanding Warrants (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Range of Exercise Prices, Lower Range Limit | $ 0.11 |
Range of Exercise Prices, Upper Range Limit | $ 1 |
Weighted Average residual life span (in years) | 2 years 4 months 17 days |
Outstanding Warrants | shares | 5,605,000 |
Weighted Average Exercise Price | $ 0.21 |
Exercisable Warrants | shares | 4,855,000 |
Weighted Average Exercise Price | $ 0.23 |
Exercise Price Range 1 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.20 |
Weighted Average residual life span (in years) | 2 years 9 months |
Outstanding Warrants | shares | 3,000,000 |
Weighted Average Exercise Price | $ 0.20 |
Exercisable Warrants | shares | 3,000,000 |
Weighted Average Exercise Price | $ 0.20 |
Exercise Price Range 2 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.25 |
Weighted Average residual life span (in years) | 4 days |
Outstanding Warrants | shares | 205,000 |
Weighted Average Exercise Price | $ 0.25 |
Exercisable Warrants | shares | 20,500 |
Weighted Average Exercise Price | $ 0.25 |
Exercise Price Range 3 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.11 |
Weighted Average residual life span (in years) | 3 years 4 months 2 days |
Outstanding Warrants | shares | 1,500,000 |
Weighted Average Exercise Price | $ 0.11 |
Exercisable Warrants | shares | 750,000 |
Weighted Average Exercise Price | $ 0.11 |
Exercise Price Range 4 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 1 |
Weighted Average residual life span (in years) | 2 months 30 days |
Outstanding Warrants | shares | 900,000 |
Weighted Average Exercise Price | $ 1 |
Exercisable Warrants | shares | 900,000 |
Weighted Average Exercise Price | $ 1 |
Stockholders' Deficit - Sched50
Stockholders' Deficit - Schedule of Warrants Outstanding, Expiry Date and Exercise Prices (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Warrant outstanding | 5,905,000 | 1,405,000 |
March 22, 2018 [Member] | ||
Warrant expiry Date | Mar. 22, 2018 | Mar. 22, 2018 |
Warrant exercise Prices | $ 1 | $ 1 |
Warrant outstanding | 300,000 | |
April 1, 2018 [Member] | ||
Warrant expiry Date | Apr. 1, 2018 | Apr. 1, 2018 |
Warrant exercise Prices | $ 0.25 | $ 0.25 |
Warrant outstanding | 900,000 | 900,000 |
April 30, 2018 [Member] | ||
Warrant expiry Date | Apr. 30, 2018 | Apr. 30, 2018 |
Warrant exercise Prices | $ 0.25 | $ 0.25 |
Warrant outstanding | 5,000 | 5,000 |
July 1, 2018 [Member] | ||
Warrant expiry Date | Jul. 1, 2018 | Jul. 1, 2018 |
Warrant exercise Prices | $ 1 | $ 1 |
Warrant outstanding | 200,000 | 200,000 |
December 30, 2020 [Member] | ||
Warrant expiry Date | Dec. 30, 2020 | Dec. 30, 2020 |
Warrant exercise Prices | $ 0.20 | $ 0.20 |
Warrant outstanding | 3,000,000 | |
August 2, 2021 [Member] | ||
Warrant expiry Date | Aug. 2, 2021 | Aug. 2, 2021 |
Warrant exercise Prices | $ 0.11 | $ 0.11 |
Warrant outstanding | 1,500,000 |
Stockholders' Deficit - Sched51
Stockholders' Deficit - Schedule of Stock Options Granted (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Equity [Abstract] | ||
Number of stock options balance, beginning of period | 9,625,000 | 2,644,000 |
Number of stock options, granted | 6,800,000 | 700,000 |
Number of stock options, expired | 72,000 | |
Number of stock options, cancelled, forfeited | ||
Number of stock options, exercised | ||
Number of stock options balance, end of period | 16,353,000 | 3,344,000 |
Number of stock options, exercisable | 10,167,666 | 2,252,334 |
Weighted average exercise price balance, beginning of period | $ 0.21 | $ 0.49 |
Weighted average exercise price, stock options granted | 0.12 | 0.09 |
Weighted average exercise price, stock options expired | 0.37 | |
Weighted average exercise price, stock options cancelled, forfeited | ||
Weighted average exercise price, stock options exercised | ||
Weighted average exercise price balance, end of period | 0.17 | 0.41 |
Weighted average exercise price, exercisable | $ 0.20 | $ 0.45 |
Stockholders' Deficit - Sched52
Stockholders' Deficit - Schedule of Outstanding Stock Options (Details) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Range of Exercise Prices, Lower Range Limit | $ 0.075 |
Range of Exercise Prices, Upper Range Limit | $ 0.50 |
Weighted Average residual life span (in years) | 4 years 9 months 14 days |
Outstanding Stock Options | shares | 16,353,000 |
Weighted Average Exercise Price | $ 0.17 |
Exercisable Stock Options | shares | 10,167,666 |
Weighted Average Exercise Price | $ 0.20 |
Exercise Price Range 1 [Member] | |
Range of Exercise Prices, Lower Range Limit | 0.075 |
Range of Exercise Prices, Upper Range Limit | $ 0.09 |
Weighted Average residual life span (in years) | 3 years 10 months 28 days |
Outstanding Stock Options | shares | 2,981,000 |
Weighted Average Exercise Price | $ 0.08 |
Exercisable Stock Options | shares | 2,220,666 |
Weighted Average Exercise Price | $ 0.08 |
Exercise Price Range 2 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.11 |
Weighted Average residual life span (in years) | 3 years 4 months 2 days |
Outstanding Stock Options | shares | 3,500,000 |
Weighted Average Exercise Price | $ 0.11 |
Exercisable Stock Options | shares | 2,625,000 |
Weighted Average Exercise Price | $ 0.11 |
Exercise Price Range 3 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.12 |
Weighted Average residual life span (in years) | 4 years 11 months 4 days |
Outstanding Stock Options | shares | 6,800,000 |
Weighted Average Exercise Price | $ 0.12 |
Exercisable Stock Options | shares | 2,500,000 |
Weighted Average Exercise Price | $ 0.12 |
Exercise Price Range 4 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.145 |
Weighted Average residual life span (in years) | 9 years 6 months 3 days |
Outstanding Stock Options | shares | 500,000 |
Weighted Average Exercise Price | $ 0.145 |
Exercisable Stock Options | shares | 500,000 |
Weighted Average Exercise Price | $ 0.145 |
Exercise Price Range 5 [Member] | |
Range of Exercise Prices, Lower Range Limit | 0.33 |
Range of Exercise Prices, Upper Range Limit | $ 0.38 |
Weighted Average residual life span (in years) | 2 months 1 day |
Outstanding Stock Options | shares | 72,000 |
Weighted Average Exercise Price | $ 0.36 |
Exercisable Stock Options | shares | 72,000 |
Weighted Average Exercise Price | $ 0.36 |
Exercise Price Range 6 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.50 |
Weighted Average residual life span (in years) | 6 years 7 months 24 days |
Outstanding Stock Options | shares | 2,500,000 |
Weighted Average Exercise Price | $ 0.50 |
Exercisable Stock Options | shares | 2,250,000 |
Weighted Average Exercise Price | $ 0.50 |
Stockholders' Deficit - Sched53
Stockholders' Deficit - Schedule of Stock Options, Expiry Date and Exercise Prices (Details) - $ / shares | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock option exercise prices | $ 0.17 | $ 0.41 | $ 0.21 | $ 0.49 |
Stock option outstanding | 16,353,000 | 3,344,000 | 9,625,000 | 2,644,000 |
Stock Options [Member] | ||||
Stock option outstanding | 16,353,000 | 5,553,000 | ||
April 27, 2018 [Member] | ||||
Stock option expiry date | Apr. 27, 2018 | Apr. 27, 2018 | ||
Stock option exercise prices | $ 0.38 | $ 0.38 | ||
Stock option outstanding | 36,000 | 36,000 | ||
July 9, 2018 [Member] | ||||
Stock option expiry date | Jul. 9, 2018 | Jul. 9, 2018 | ||
Stock option exercise prices | $ 0.33 | $ 0.33 | ||
Stock option outstanding | 36,000 | 36,000 | ||
August 2, 2021 [Member] | ||||
Stock option expiry date | Aug. 2, 2021 | Aug. 2, 2021 | ||
Stock option exercise prices | $ 0.11 | $ 0.11 | ||
Stock option outstanding | 3,500,000 | |||
February 17, 2022 [Member] | ||||
Stock option expiry date | Feb. 17, 2022 | Feb. 17, 2022 | ||
Stock option exercise prices | $ 0.075 | $ 0.075 | ||
Stock option outstanding | 760,333 | 760,333 | ||
February 17, 2022 One [Member] | ||||
Stock option expiry date | Feb. 17, 2022 | |||
Stock option exercise prices | $ 0.09 | $ 0.09 | ||
Stock option outstanding | 1,520,667 | 1,520,667 | ||
March 30, 2022 [Member] | ||||
Stock option expiry date | Mar. 30, 2022 | Mar. 30, 2022 | ||
Stock option exercise prices | $ 0.09 | $ 0.09 | ||
Stock option outstanding | 700,000 | 700,000 | ||
March 5, 2023 [Member] | ||||
Stock option expiry date | Mar. 5, 2023 | Mar. 5, 2022 | ||
Stock option exercise prices | $ 0.12 | $ 0.12 | ||
Stock option outstanding | 6,800,000 | |||
November 20, 2024 [Member] | ||||
Stock option expiry date | Nov. 20, 2024 | Nov. 20, 2024 | ||
Stock option exercise prices | $ 0.50 | $ 0.50 | ||
Stock option outstanding | 2,500,000 | 2,500,000 | ||
October 2, 2027 [Member] | ||||
Stock option expiry date | Oct. 2, 2027 | Oct. 2, 2027 | ||
Stock option exercise prices | $ 0.145 | $ 0.145 | ||
Stock option outstanding | 500,000 | |||
February 17, 2022 One [Member] | ||||
Stock option expiry date | Feb. 17, 2022 |
Litigation (Details Narrative)
Litigation (Details Narrative) | 3 Months Ended |
Mar. 31, 2018 | |
Maximum [Member] | |
Percentage of beneficially in common stock interest adverse | 5.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Mar. 08, 2018USD ($) | Feb. 28, 2018USD ($)Number$ / sharesshares | Feb. 22, 2018USD ($)Number | Feb. 19, 2018USD ($)Number | Aug. 02, 2017USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2014USD ($)Number$ / sharesshares |
Stock issued during the period | $ 200,000 | ||||||
Minimum [Member] | |||||||
Ownership percentage | 10.00% | ||||||
Consulting Agreement [Member] | Carlos J. Nissensohn [Member] | |||||||
Debt monthly payment | $ 15,000 | ||||||
One time signatory fee of restricted stock | shares | 600,000 | ||||||
Number of warrant shares | shares | 1,500,000 | ||||||
Warrant exercise price per share | $ / shares | $ 0.11 | ||||||
Warrant term | 4 years | ||||||
Equity component description | In case the Company procures debt financing during the term of this agreement, without any equity component, Mr. Nissensohn shall be entitled to 3% of the gross funds raised, however if the Company is required to pay a success fee to another external entity, then Mr. Nissensohn shall be entitled to only 2% of the gross funds raised | ||||||
Proceeds from equity financing | $ 3,000,000 | ||||||
Share capital percentage | 3.00% | ||||||
Warrant exercise price percentage | 100.00% | ||||||
Payment of financing | $ 50,000 | ||||||
Total transaction price percentage | 3.00% | ||||||
Marin Settlement Agreement I [Member] | David Marin [Member] | |||||||
Debt monthly payment | $ 20,000 | $ 20,000 | |||||
Warrant exercise price per share | $ / shares | $ 0.20 | ||||||
Debt default, amount | 11,000,000 | ||||||
Debt owed amount | 1,201,000 | $ 1,201,000 | |||||
Forgiveness of debt | $ 9,495,465 | $ 9,495,465 | |||||
Debt instrument description | Section 3.1 of the original note was amended to provide that the Company shall pay the Marins 60 monthly payments of $20,000 each commencing the earlier of (i) October 26, 2018 and (ii) the date that the Company’s obligation to Scansource, Inc., currently in the amount of $1,800,000 is satisfied and all amounts currently in default under the credit agreement with Scansource (currently approximately $ 6.0 Million) is reduced to $2.0 million. | Section 3.1 of the original note was amended to provide that the Company shall pay the Marins 60 monthly payments of $20,000 each commencing the earlier of (i) October 26, 2018 and (ii) the date that the Companys obligation to Scansource, Inc., currently in the amount of $2,800,000 is satisfied and all amounts currently in default under the credit agreement with Scansource (currently approximately $ 6.0 Million) is reduced to $2.0 million. | |||||
Number of monthly installments | Number | 60 | 60 | |||||
Warrants term | 3 years | 3 years | |||||
Number of warrants to purchase common stock | shares | 3,000,000 | 3,000,000 | |||||
Debt instrument face amount | $ 11,000,000 | ||||||
Marin Settlement Agreement I [Member] | David Marin [Member] | Owed Amount [Member] | |||||||
Warrant exercise price per share | $ / shares | $ 0.20 | ||||||
Debt owed amount | $ 10,696,465 | 10,696,465 | |||||
Marin Settlement Agreement II [Member] | David Marin [Member] | |||||||
Debt instrument face amount | 100,000 | ||||||
Debt instrument conversion of shares amount | $ 111,065 | ||||||
Debt instrument conversion of shares | shares | 85,000 | ||||||
Debt convertible price per share | $ / shares | $ 1 | ||||||
Shares issued, price per share | $ / shares | $ 1 | ||||||
Marin Settlement Agreement II [Member] | David Marin [Member] | Series C Preferred Stock [Member] | |||||||
Debt instrument conversion of shares amount | $ 111,065 | ||||||
Debt instrument conversion of shares | shares | 85,000 | ||||||
Debt convertible price per share | $ / shares | $ 1 | ||||||
Shares issued, price per share | $ / shares | 1 | ||||||
Debt instrument, convertible, stock price | $ / shares | $ 1.50 | ||||||
Debt instrument, convertible, consecutive trading days | Number | 20 | ||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | ||||||
Value of note and accrued interest cancelled | $ 100,000 | ||||||
Settlement Agreement [Member] | Kurt Thomet [Member] | |||||||
Debt monthly payment | $ 12,500 | ||||||
Debt instrument description | (i) October 26, 2018 or (ii) the date when the Companys obligation under its promissory note with Scansource, Inc. currently in the amount of $21,800,000 is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. | ||||||
Number of monthly installments | Number | 60 | ||||||
Aggregate indebtness | $ 5,437,136 | ||||||
Number of restricted common stock shares value | 500,000 | ||||||
Settlement Agreement [Member] | Kurt Thomet [Member] | Series C Preferred Stock [Member] | |||||||
Stock issued during the period | 1,000,000 | ||||||
Settlement Agreement [Member] | George Zicman [Member] | |||||||
Aggregate indebtness | $ 1,304,199 | ||||||
Settlement Agreement [Member] | Goerge Zicman [Member] | |||||||
Debt monthly payment | $ 3,000 | ||||||
Debt instrument description | (i) October 26, 2018 or (ii) the date when the Companys obligation under its promissory note with Scansource, Inc. currently in the amount of $2,800,000 is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. | ||||||
Number of monthly installments | Number | 60 | ||||||
Number of restricted common stock shares value | $ 100,000 | ||||||
Stock issued during the period | 100,000 | ||||||
Settlement Agreement [Member] | Goerge Zicman [Member] | Series C Preferred Stock [Member] | |||||||
Stock issued during the period | 600,000 | ||||||
Bar Code Specialties Inc. [Member] | |||||||
Rent expense, per month | $ 9,000 | ||||||
Lease termination date | Apr. 30, 2018 | ||||||
Scansource, Inc [Member] | Marin Settlement Agreement I [Member] | David Marin [Member] | |||||||
Debt default, amount | 2,800,000 | 2,800,000 | |||||
Reduction in debt default amount | $ 2,000,000 | $ 2,000,000 | |||||
Scansource, Inc [Member] | Settlement Agreement [Member] | Kurt Thomet [Member] | |||||||
Debt default, amount | 21,800,000 | ||||||
Reduction in debt default amount | $ 2,000,000 | ||||||
Scansource, Inc [Member] | Settlement Agreement [Member] | Goerge Zicman [Member] | |||||||
Debt default, amount | 2,800,000 | ||||||
Reduction in debt default amount | $ 2,000,000 |