Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Jun. 27, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | Quest Solution, Inc. | |
Entity Central Index Key | 0000278165 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 77,009,547 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 344,000 | $ 378,000 |
Accounts receivable, net | 14,205,000 | 12,262,000 |
Inventory | 1,612,000 | 1,804,000 |
Prepaid expenses | 489,000 | 169,000 |
Other current assets | 179,000 | 78,000 |
Total current assets | 16,829,000 | 14,690,000 |
Property and equipment, net of accumulated depreciation of $2,079 and $2,037, respectively | 364,000 | 389,000 |
Goodwill | 13,921,000 | 13,921,000 |
Trade name, net of accumulated amortization of $2,672 and $2,585, respectively | 1,718,000 | 1,805,000 |
Customer relationships, net of accumulated amortization of $5,452 and $5,076, respectively | 7,138,000 | 7,514,000 |
Other intangibles, net of accumulated amortization of $71 and $33, respectively | 1,229,000 | 1,267,000 |
Cash, restricted | 532,000 | 532,000 |
Other assets | 243,000 | 31,000 |
Total assets | 41,974,000 | 40,148,000 |
Current liabilities | ||
Accounts payable and accrued liabilities | 22,895,000 | 17,484,000 |
Accrued interest and accrued liabilities, related party | 27,000 | |
Line of credit | 797,000 | 4,534,000 |
Accrued payroll and sales tax | 2,318,000 | 2,173,000 |
Notes payable, related parties - current portion | 2,072,000 | 1,891,000 |
Notes payable - current portion | 8,405,000 | 8,823,000 |
Other current liabilities | 1,195,000 | 265,000 |
Total current liabilities | 37,709,000 | 35,170,000 |
Long term liabilities | ||
Notes payable, related party, less current portion | 1,520,000 | 1,912,000 |
Accrued interest and accrued liabilities, related party | 33,000 | |
Notes payable, less current portion | 147,000 | 130,000 |
Other long term liabilities | 662,000 | 610,000 |
Total liabilities | 40,038,000 | 37,930,000 |
Stockholders' equity | ||
Common stock; $0.001 par value; 200,000,000 shares authorized; 71,425,694 and 36,828,371 shares issued and outstanding, respectively. | 71,000 | 72,000 |
Common stock; $0.001 par value; 11,084,657 shares to be received | (2,616,000) | |
Common stock to be repurchased by the Company | (230,000) | |
Additional paid-in capital | 42,291,000 | 44,814,000 |
Accumulated (deficit) | (40,432,000) | (39,752,000) |
Accumulated other comprehensive loss | 1,000 | 1,000 |
Total stockholders' equity | 1,936,000 | 2,293,000 |
Total liabilities and stockholders' equity | 41,974,000 | 40,148,000 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, value | ||
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, value | ||
Series C Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, value | $ 5,000 | $ 5,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accumulated depreciation of fixed assets | $ 2,079,000 | $ 2,037,000 |
Accumulated amortization | $ 8,197,503 | $ 7,693,971 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 71,426,401 | 71,931,693 |
Common stock, shares outstanding | 71,426,401 | 71,931,693 |
Common stock, shares to be received | 11,084,657 | 11,084,657 |
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 issued | 0 | 0 |
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 issued | 0 | 0 |
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 issued | 4,828,530 | 4,828,530 |
Preferred stock, shares outstanding | 4,828,530 | 4,828,530 |
Trade Names [Member] | ||
Accumulated amortization | $ 2,672,154 | $ 2,585,404 |
Customer Relationships [Member] | ||
Accumulated amortization | 5,451,622 | 5,075,999 |
Other Intangible Assets [Member] | ||
Accumulated amortization | $ 70,727 | $ 32,568 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Total Revenues | $ 18,620 | $ 15,181 |
Cost of goods sold | ||
Cost of goods sold | 14,023 | 12,014 |
Total costs of goods sold | 14,023 | 12,014 |
Gross profit | 4,597 | 3,166 |
Operating expenses | ||
General and administrative | 689 | 477 |
Salary and employee benefits | 2,855 | 2,603 |
Depreciation and amortization | 543 | 437 |
Professional fees | 415 | 293 |
Total operating expenses | 4,502 | 3,810 |
Income (loss) from operations | 95 | (644) |
Other income (expenses): | ||
Interest expense | (684) | (295) |
Other (expenses) income | (46) | 3 |
Total other expenses | (730) | (292) |
Net loss before Income Taxes | (635) | (936) |
Provision for Income Taxes | ||
Current | (13) | |
Total Provision for Income Taxes | (13) | |
Net loss attributable to Quest Solution Inc. | (635) | (949) |
Less: Preferred stock - Series C dividend | (47) | (48) |
Net loss attributable to the common stockholders | $ (682) | $ (997) |
Net loss per share - basic | $ (0.01) | $ (0.03) |
Net loss per share from continuing operations - basic | $ (0.01) | $ (0.03) |
Weighted average number of common shares outstanding - basic | 71,681,522 | 37,125,286 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Shares Repurchased [Member] | Accumulated Deficit [Member] | Other Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2017 | $ 5 | $ 37 | $ 34,496 | $ (230) | $ (35,555) | $ (1,247) | |
Balance, shares at Dec. 31, 2017 | 4,829 | 36,828 | |||||
ASC 606 | 1,213 | (1,213) | |||||
Board Issuances | $ 1 | 118 | 119 | ||||
Board Issuances, shares | 1,000 | ||||||
Dividend on Class C Shares | (48) | (48) | |||||
ESPP Stock Issuance | 4 | 4 | |||||
ESPP Stock Issuance, shares | 45 | ||||||
Stock-based compensation - options and warrants | 352 | 352 | |||||
Stock Based Compensation | $ 2 | 207 | 209 | ||||
Stock Based Compensation, shares | 1,800 | ||||||
Debt Settlements | |||||||
Net (loss) income | (949) | (949) | |||||
Balance at Mar. 31, 2018 | $ 5 | $ 40 | 35,177 | (230) | (35,555) | 216 | (347) |
Balance, shares at Mar. 31, 2018 | 4,829 | 39,673 | |||||
Balance at Dec. 31, 2018 | $ 5 | $ 72 | 42,198 | (230) | (39,752) | 1 | 2,293 |
Balance, shares at Dec. 31, 2018 | 4,829 | 71,932 | |||||
ASC 606 | |||||||
Dividend on Class C Shares | (47) | (47) | |||||
ESPP Stock Issuance | 1 | 1 | |||||
ESPP Stock Issuance, shares | 2 | ||||||
Stock-based compensation - options and warrants | 323 | 323 | |||||
Stock redemption | $ (1) | (229) | 230 | ||||
Stock redemption, shares | (508) | ||||||
Accumulated other Comprehensive Loss | |||||||
Net (loss) income | (633) | (635) | |||||
Balance at Mar. 31, 2019 | $ 5 | $ 71 | $ 42,291 | $ (40,432) | $ 1 | $ 1,936 | |
Balance, shares at Mar. 31, 2019 | 4,829 | 71,426 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from continuing operating activities: | ||
Net loss | $ (635,000) | $ (949,000) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Stock based compensation | 323,000 | 685,000 |
Topic 606 Cumulative Adjustment | 1,213,000 | |
Depreciation and amortization | 543,000 | 487,000 |
Changes in operating assets and liabilities: | ||
(Increase) / decrease in accounts receivable | (1,941,000) | (3,031,000) |
(Increase) / decrease in prepaid | (319,000) | (1,935,000) |
(Increase) in inventory | 173,000 | (1,702,000) |
Increase / (decrease) in accounts payable and accrued liabilities | 6,214,000 | 4,987,000 |
Increase in accrued interest and accrued liabilities, related party | 26,000 | |
(Decrease) in deferred revenue, net | (1,213,000) | |
Increase in accrued payroll and sales taxes payable | 144,000 | 1,259,000 |
(Increase) / decrease in other assets | (102,000) | 98,000 |
Increase in other liabilities | 133,000 | 35,000 |
Net cash (used in) provided by operating activities | 4,533,000 | (40,000) |
Cash flows from investing activities: | ||
(Increase) / decrease in restricted cash | 303,000 | |
(Increase) / decrease in other assets | (213,000) | |
Purchase of property and equipment | (54,000) | |
Net cash provided by investing activities | (213,000) | 249,000 |
Cash flows from financing activities: | ||
Proceeds from ESPP stock issuance | 1,000 | |
Proceeds from / (payments on) line of credit | (3,737,000) | 1,165,000 |
Payment on notes/loans payable | (618,000) | (1,154,000) |
Net cash provided by (used) in financing activities | (4,354,000) | 11,000 |
Net increase (decrease) in cash | (34,000) | 220,000 |
Cash, beginning of period | 378,000 | 25,000 |
Cash, end of period | 344,000 | 245,000 |
Cash paid for interest | ||
Cash paid for taxes | ||
Supplementary for non-cash flow information: | ||
Stock issued for services | 209,000 | |
Stock options issued | 323,000 | 473,000 |
Shares to be repurchased | $ (230,000) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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, Quest Exchange Ltd., a Canadian based holding company, HTS Image Processing, Inc., a Delaware corporation, HTS (USA), Inc., a Delaware corporation and HTS Image Ltd. (f/k/a Teamtronics Ltd.), an Israeli corporation. On December 31, 2016, the Company acquired one hundred percent (100%) of the shares of Bar Code Specialties, Inc. (“BCS”) and merged BCS into 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, 2018 and notes thereto included in the Company’s Form 10-K filed with the SEC on June 5, 2019. 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, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019. 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. RECENT ACCOUNTING PRONOUNCEMENTS Adoption of New Accounting Pronouncement in Fiscal 2019 In July 2018, the FASB issued ASU 2018-10 Leases (Topic 842),Codification Improvements Leases (Topic 842), Targeted Improvements . . Leases (Topic 842) In July 2018, the FASB issued ASU 2018-09, Codification Improvements. Compensation-Stock Compensation-Income Taxes, Compensation-Stock Compensation-Income Taxes, In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Equity - Equity-Based Payments to Non-Employees In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses The Company has evaluated other recent pronouncements and believes that none of them will have a material effect on the Company’s financial statements. 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 11 years. Amortization expense for the period ended March 31, 2019 and December 31, 2018 was $542,309 and $1,784,390, respectively. 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, 2019 and 2018 were 71,681,522 and 37,125,286, 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. The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported, as of March 31,: 2019 2018 Options to purchase common stock 15,841,000 15,081,000 Convertible preferred stock 4,828,530 4,828,530 Warrants to purchase common stock 5,500,000 4,500,000 Common stock subject to repurchase - (507,079 ) Potential shares excluded from diluted net loss per share 26,169,530 19,851,451 FOREIGN CURRENCY TRANSLATION The consolidated financial statements of the Company are presented in U.S. dollars. The functional currency for the Company and each of its subsidiaries (“Quest US entities”), except HTS LTD is U.S. dollars. The functional currency of HTS LTD is Israeli Shekel. Transactions in currencies other than the functional currency are recorded using the appropriate exchange rate at the time of the transaction. For Quest US entities, 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. For HTS LTD is an Israeli Company whose continuing operations are conducted in Israeli Shekel. Reclassifications and adjustments |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019, the Company had a working capital deficit of $20,880,835 and an accumulated deficit of $40,431,495. 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 2018 and in the first quarter of 2019), 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 2018 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 June 5, 2019. 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, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 3 – CONCENTRATIONS For the three months and year ended March 31, 2019 and December 31, 2018, one customer accounted for 21.4% and 17.0% of the Company’s revenues, respectively. |
Business Acquisition
Business Acquisition | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisition | NOTE 4 – BUSINESS ACQUISITION HTS Image Processing, Inc. acquisition On October 5, 2018 (“Closing Date”), the Company entered into the HTS Purchase Agreement with Walefar and Campbeltown, (Walefar and Campbeltown are collectively referred to as the “Sellers”). Pursuant to the HTS Purchase Agreement, the Company purchased 100% of the capital stock of HTS Image Processing, Inc., and HTS’s wholly owned subsidiaries HTS USA, Inc. and HTS Image Ltd. (f/k/a Teamtronics Ltd.), from the Sellers. Pro forma results of operations The following pro forma results of operations for the three months ended March 31, 2018 have been prepared as though the business acquisition had occurred as of January 1, 2018. This pro forma financial information is not indicative of the results of operations that the Company would have attained had the acquisition occurred at the beginning of the periods presented, nor is the pro forma financial information indicative of the results of operations that may occur in the future: Three Months Ended March 31, 2018 Pro forma sales $ 17,141,884 Pro forma net income (981,186 ) Pro forma basic and diluted earnings per share (0.03 ) |
Other Liabilities
Other Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | NOTE 5 – OTHER LIABILITIES At March 31, 2019 and December 31, 2018, other liabilities consisted of the following: March 31, 2019 December 31, 2018 Lease liability $ 219,507 $ - Other vendor payable 801,000 - Dividend payable 524,806 478,299 Others 310,871 397,122 Total other liabilities 1,856,184 875,421 Less Current Portion (1,194,714 ) (265,178 ) Total long term other liabilities $ 661,470 $ 610,243 |
Credit Facilities and Line of C
Credit Facilities and Line of Credit | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Line of Credit | NOTE 6 – 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, 2019 was $796,952 and $4,533,575 at December 31, 2018, 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, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 - NOTES PAYABLE Notes payable at March 31, 2019 and December 31, 2018, consists of the following: March 31, 2019 December 31, 2018 Supplier Note Payable $ 8,240,465 $ 8,340,465 All Other 311,096 612,980 Total 8,551,564 8,953,445 Less current portion (8,404,560 ) (8,823,151 ) Long Term Notes Payable $ 147,001 $ 130,294 Future maturities of notes payable as of March 31, 2019 are as follows; 2019 $ 8,404,560 2020 16,707 Thereafter 130,294 Total $ 8,551,561 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 1.84% and is unsecured and subordinated to the Company’s bank debt. The balance on this loan at March 31, 2019 and March 31, 2018 was $130,294 and $130,294 respectively, 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, therefore, the note is classified as long-term. 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 September 7, 2018, the Company entered into a Sixth Amendment to the secured Promissory Note (the “Sixth Amendment”) extending the maturity date to January 31, 2019. The Sixth Amendment also increases the principal amount to $8,690,464.72, an increase of $6,763,549.41, by rolling the Company’s then existing and outstanding accounts payable into the note by the previously mentioned amount of increase. The Company will continue to make monthly payments in the amount of $300,000 for the first three monthly payments, and also in the amount of $500,000 for the last two monthly payments prior to the notes maturity. ● On April 30, 2019, the Company entered into a Seventh Amendment to the secured Promissory Note (the “Seventh Amendment”) extending the maturity date to July 31, 2019. The Seventh Amendment also provides that the Company will continue to make monthly installments of principal and accrued interest in a minimum principal amount of $350,000 each. |
Notes Payable, Related Parties
Notes Payable, Related Parties | 3 Months Ended |
Mar. 31, 2019 | |
Notes Payable Related Parties | |
Notes Payable, Related Parties | NOTE 8 –NOTES PAYABLE, RELATED PARTIES Notes and loans payable, related parties consisted of the following: March 31, 2019 December 31, 2018 Note payable – debt restructure Marin $ 1,060,000 $ 1,160,000 Note payable – debt restructure Thomet 675,000 712,500 Convertible note payable – shareholders 700,000 700,000 Note payable - Certus 986,449 1,059,473 Note payable – debt restructure Zicman 171,000 171,000 Total notes payable, related parties 3,592,449 3,802,973 Less current portion 2,072,449 1,891,000 Long-term portion $ 1,520,000 $ 1,911,973 For the three months ended March 31, 2019 and 2018, the Company recorded interest expense in connection with these notes in the amount of $51,495 and $20,232, 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 payments $ 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 26, 2018, the Company entered into a lease termination agreement with David and Kathy Marin whereby it cancelled the lease for the premises located at 12272 Monarch St., Garden Grove, California effective as of April 20, 2018. 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 (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 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 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 $111,065 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 28, 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 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 28, 2018, the Company finalized a settlement agreement with George Zicman whereby the Company settled its indebtedness to Mr. Zicman in the current amount of $1,304,199 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. 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. On June 7, 2018, the Company authorized the issuance of 8,600,000 shares of common stock to Jason Griffith. The issuance was part of a convertible provision in an existing note held by Jason Griffith. With the issuance of stock, the debt of $1,199,400 and all accrued interest was extinguished. On October 5, 2018, the Company entered into a purchase agreement with Walefar Investments, Ltd. (“Walefar”) and Campbeltown Consulting, Inc. (“Campbeltown”) (Walefar and Campbeltown are collectively referred to as the “Sellers”). Pursuant to the agreement, the Company purchased 100% of the capital stock of HTS Image Processing, Inc. (“HTS”) from the Sellers. As consideration, the Company (i) issued to the Sellers 22,452,954 shares of the Company’s common stock, having a value of $5,298,897 based on the average closing price of the common stock for the 20 days’ preceding the agreement (the “Per Share Value”), (ii) cash in the amount of $300,000, and (iii) a 12 month convertible promissory note with a principal amount of $700,000 and an interest rate of six percent (6%) per year. The note also provides the Sellers the right to convert all or any portion of the then outstanding and unpaid principal amount and interest into fully paid and non-assessable shares of the Company’s common stock at a conversion price of $0.236. The agreement constitutes a “related party transaction” because of Company director Shai Lustgarten’s position as Chief Executive Officer of HTS and stock ownership in HTS. Additionally, Campbeltown is a “related party” because Carlos Jaime Nissenson, the beneficial owner of Campbeltown, is a consultant to the Company, a principal stockholder of the Company, and father of Company director Neev Nissenson. Carlos Jaime Nissenson was also a stockholder and director of HTS. Pursuant to the agreement, Shai Lustgarten received 11,226,477 shares of the Company’s common stock and Carlos Jaime Nissenson received 11,226,477 shares of the Company’s common stock. On May 29, 2019, the Company, Campbeltown and Walefar entered into an Amendment to the HTS Purchase Agreement (the “Amendment”), which provided for an adjustment to the number of shares of common stock issued to Walefar and Campbeltown in the acquisition of HTS. Pursuant to the Amendment, Campbeltown and Walefar agreed to return for cancelation 5,542,328 and 5,542,329 shares of common stock, respectively. This Amendment reduced the amount of shares issued in the acquisition to 11,368,297 shares from 22,452,954 shares and the amount of share consideration to approximately $2,682,918 from approximately $5,298,897. This adjustment was made as a result of a correction in the calculation of working capital and other share give back provisions of the HTS Purchase Agreement. On April 4, 2019, the Company entered into a form of Securities Purchase Agreement (the “Securities Purchase Agreement”) with accredited investors (the “Purchasers”). Pursuant to the Securities Purchase Agreement, on April 9, 2019 (the “Closing Date”), the Company sold an aggregate, with the Conversions included, of $5,000,000 of units (the “Units”) resulting in gross proceeds of $5,000,000, before deducting placement agent fees and offering expenses (the “Offering”). The per Unit purchase price was $0.30. Each Unit is comprised of one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and a warrant to purchase one share of Common Stock, and, as a result of the Offering, the Company issued 16,666,667 shares of Common Stock (the “Shares”) and warrants (the “Warrants”) to purchase 16,666,667 shares of Common Stock (the “Warrant Shares”) at an exercise price equal to $0.35 per Warrant Share, which Warrants are exercisable for a period of five and one-half years from the issuance date. Both Shai Lustgarten, the Company’s Chief Executive Officer, and Carlos J. Nissensohn, a consultant to and principal stockholder of the Company, participated in the Offering by converting $200,000 each of unpaid principal owed to them from the HTS acquisition (the “Conversions”) by the Company in exchange for Shares and Warrants on the same terms as all other Purchasers. With the Conversions included, the Offering resulted in gross proceeds of $5,000,000. As a result of the Conversions, a principal amount of $150,000 is owed to each Walefar and Campbeltown respectively under the note issued to them as partial consideration in the sale of HTS to the Company on October 5, 2018. The repayment of the notes payable, related parties at March 31, 2019 is as follows: 2019 $ 1,674,400 2020 757,549 2021 426,000 2022 426,000 Thereafter 308,500 Total $ 3,592,449 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 9 – STOCKHOLDERS’ EQUITY PREFERRED STOCK Series A As of March 31, 2019, there were 1,000,000 Series A preferred shares designated and 0 Series A preferred shares outstanding. The board of directors of the Company (the “Board”) 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, 2019, there was 1 preferred share designated and 0 preferred shares outstanding. Series C As of March 31, 2019, 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 $0.06 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 On January 10, 2019, the Company issued an aggregate of 623 shares of common stock to four individuals as part of the Company’s Employee Stock Purchase Program for proceeds of $324. On February 19, 2019, the Company issued an aggregate of 457 shares of common stock to certain individuals as part of the Company’s Employee Stock Purchase Program for proceeds of $233. On March 31, 2019, the Company issued an aggregate of 707 shares of common stock to certain individuals as part of the Company’s Employee Stock Purchase Program for proceeds of $252. As of March 31, 2019, the Company had 71,426,401 common shares outstanding. Warrants and Stock Options On March 8, 2018, the Company adopted the Plan as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to the Company. On October 31, 2018, the Board amended the Plan to increase the amount of shares authorized for issuance thereunder from ten million (10,000,000) to sixteen million (16,000,000) shares of the Corporation’s common stock, par value $0.001 (the “Shares”). On January 23, 2019, the Company’s shareholders adopted and ratified the Plan. Warrants March 31, 2019 March 31, 2018 Number of Weighted Number of Weighted Balance, beginning of period 5,500,000 $ 0.23 5,905,000 $ 0.21 Warrants granted - - - - Warrants expired - - (300,000 ) 1.00 Warrants cancelled, forfeited - - - - Warrants exercised - - - - Balance, end of period 5,500,000 $ 0.23 5,605,000 $ 0.21 Exercisable warrants 5,500,000 $ 0.23 4,885,000 $ 0.23 Outstanding warrants as of March 31, 2019 are as follows: Range of Weighted Outstanding Weighted Exercisable Weighted $ 0.11 2.34 1,500,000 $ 0.11 1,500,000 $ 0.11 $ 0.20 1.92 3,000,000 0.20 3,000,000 0.20 $ 0.28 1.25 200,000 $ 0.28 200,000 $ 0.28 $ 0.50 2.50 500,000 0.50 500,000 0.50 $ 0.60 1.51 300,000 $ 0.60 300,000 $ 0.60 $ 0.11 to 0.60 1.92 5,500,000 $ 0.23 5,500,000 $ 0.25 Warrants outstanding at March 31, 2019 and 2018 have the following expiry date and exercise prices: Expiry Date Exercise Prices March 31, 2019 March 31, 2018 October 10, 2020 $ 0.60 300,000 - December 30, 2020 $ 0.20 3,000,000 3,000,000 June 26, 2020 $ 0.28 200,000 - August 2, 2021 $ 0.11 1,500,000 1,500,000 October 10, 2021 $ 0.50 500,000 - 5,500,000 4,500,000 2014 Stock Option Plan On November 17, 2014, the Board adopted a stock option plan (the “2014 Plan”) whereby the Board may grant to directors, officers, employees, or consultants of the Company options to acquire common shares. The Board 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 2014 Plan was adopted 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 was set at ten million (10,000,000). The option exercise price is established by the Board 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, which may vary, but will not exceed ten years from the date of the grant. There are 10,000,000 of the Company’s common shares which may be issued pursuant to the exercise of share options granted under the 2014 Plan. As at March 31, 2019, the Company had issued options, allowing for the subscription of 20,121,000 shares of its common stock. Stock Options March 31, 2019 March 31, 2018 Number of Weighted Number of Weighted Balance, beginning of period 20,121,000 $ 0.24 9,625,000 $ 0.21 Stock options granted - - 6,800,000 0.12 Stock options expired - - 72,000 0.37 Stock options cancelled, forfeited - - - - Stock options exercised - - - - Balance, end of period 20,121,000 $ 0.24 16,353,000 $ 0.17 Exercisable stock options 15,841,000 $ 0.24 10,167,666 $ 0.20 For the three months ended March 31, 2019, the Company granted a total of 0 stock options. Outstanding stock options as of March 31, 2019 are as follows: Range of Weighted Outstanding Weighted Exercisable Weighted $ 0.075 to 0.09 2.88 2,281,000 $ 0.09 2,281,000 $ 0.08 $ 0.11 2.34 3,500,000 $ 0.11 3,500,000 $ 0.11 $ 0.12 3.93 6,800,000 $ 0.12 5,950,000 $ 0.12 $ 0.22 4.59 2,165,000 $ 0.22 541,250 $ 0.22 $ 0.27 4.67 2,875,000 $ 0.27 1,068,750 $ 0.27 $ 0.50 5.64 2,500,000 $ 0.50 2,500,000 $ 0.50 $ 0.075 to 0.50 3.36 20,121,000 $ 0.24 15,841,000 $ 0.24 Stock options outstanding at March 31, 2019, and 2018 have the following expiration date and exercise prices: Expiration Date Exercise Prices March 31, 2019 March 31, 2018 August 2, 2021 $ 0.11 3,500,000 3,500,000 February 17, 2022 $ 0.075 760,333 760,333 February 17, 2022 $ 0.09 1,520,667 1,520,667 March 5, 2023 $ 0.12 6,800,000 6,800,000 October 31, 2023 $ 0.22 2,165,000 - November 30, 2023 $ 0.27 2,875,000 - November 20, 2024 $ 0.25 2,500,000 - 20,121,000 12,581,000 Stock compensation expense is $322,954 for the three months ended March 31, 2019 and $685,156 for the three months ended March 31, 2018. |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | NOTE 10 – LITIGATION Our subsidiary, HTS USA, INC., is currently in litigation with Sagy Amit, a former employee, who claims that he is owed wages and commissions. The case is pending in the Superior Court of California, County of San Diego and discovery has just commenced. The Company intends to vigorously contest the action. The company is not a party to any other pending 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, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 11 – RELATED PARTY TRANSACTIONS Related party transactions are discussed in Notes 11 and 12. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Unamortized Share-based Compensation | |
Leases | NOTE 12 – LEASES The Company accounts for leases in accordance with ASC Topic 842, “Leases,” which requires lessees to recognize a right-of-use asset and lease liability on the balance sheet and expands disclosures about leasing arrangements for both lessees and lessors, among other items, for most lease arrangements. In accordance with the adoption of ASC 842 on January 1, 2019, we recorded operating lease right-of-use (“ROU”) assets, which represent our right to use an underlying asset for the lease term, and operating lease liabilities which represent our obligation to make lease payments. Generally, we enter into operating lease agreements for facilities. Finance lease assets are recorded within property and equipment, net of accumulated depreciation. The amount of operating lease liabilities due within 12 months are recorded in other current liabilities, with the remaining operating lease liabilities recorded as non-current liabilities in our consolidated balance sheet based on their contractual due dates. Finance lease liabilities are classified according to contractual due dates. The operating lease ROU assets and liabilities are recognized as of the lease commencement date at the present value of the lease payments over the lease term. Most of our leases do not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate which was between 13.16% and 15.06% for all operating leases. Our operating lease agreements may include options to extend the lease term or terminate it early. We have included options to extend in the operating lease ROU assets and liabilities when we are reasonably certain that we will exercise such options. The weighted average remaining lease terms and discount rates for our operating leases were approximately 2.7 years and 14.6% at March 31, 2019. We did not have finance leases at March 31, 2019. Operating lease expense is recognized as rent expense on a straight-line basis over the lease term. We evaluate ROU assets for impairment consistent with our property and equipment policy disclosure included in our 2018 Form 10-K. As of March 31, 2019, operating lease ROU assets were $214,611 and operating lease liabilities were $219,507, of which $121,405 were classified as noncurrent. Future minimum lease commitments at March 31, 2019 were as follows: Year ending December 31, Operating Leases 2019 (excluding the three months ended March 31, 2019) $ 94,971 2020 81,919 2021 36,365 2022 and thereafter 53,200 Total lease payments 266,456 Less imputed interest (46,949 ) Total $ 219,507 Supplemental cash flow information related to leases was as follows: Three Months Ended Cash paid for amounts included in the measurement of lease liabilities: Cash flows from operating activities - operating leases $ 19,916 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 17,066 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS On May 29, 2019, the Company, Campbeltown and Walefar entered into an Amendment to the HTS Purchase Agreement (the “Amendment”), which provided for an adjustment to the number of shares of common stock issued to Walefar and Campbeltown in the acquisition of HTS. Pursuant to the Amendment, Campbeltown and Walefar agreed to return for cancelation 5,542,328 and 5,542,329 shares of common stock, respectively. This Amendment reduced the amount of shares issued in the acquisition to 11,368,297 shares from 22,452,954 shares and the amount of share consideration to approximately $2,682,918 from approximately $5,298,897. This adjustment was made as a result of a correction in the calculation of working capital and other share give back provisions of the HTS Purchase Agreement. On April 4, 2019, the Company entered into a form of Securities Purchase Agreement (the “Securities Purchase Agreement”) with accredited investors (the “Purchasers”). Pursuant to the Securities Purchase Agreement, on April 9, 2019 (the “Closing Date”), the Company sold an aggregate, with the Conversions included, of $5,000,000 of units (the “Units”) resulting in gross proceeds of $5,000,000, before deducting placement agent fees and offering expenses (the “Offering”). The per Unit purchase price was $0.30. Each Unit is comprised of one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and a warrant to purchase one share of Common Stock, and, as a result of the Offering, the Company issued 16,666,667 shares of Common Stock (the “Shares”) and warrants (the “Warrants”) to purchase 16,666,667 shares of Common Stock (the “Warrant Shares”) at an exercise price equal to $0.35 per Warrant Share, which Warrants are exercisable for a period of five and one-half years from the issuance date. Both Shai Lustgarten, the Company’s Chief Executive Officer, and Carlos J. Nissensohn, a consultant to and principal stockholder of the Company, participated in the Offering by converting $200,000 each of unpaid principal owed to them from the HTS acquisition (the “Conversions”) by the Company in exchange for Shares and Warrants on the same terms as all other Purchasers. With the Conversions included, the Offering resulted in gross proceeds of $5,000,000. As a result of the Conversions, a principal amount of $150,000 is owed to each Walefar and Campbeltown respectively under the note issued to them as partial consideration in the sale of HTS to the Company on October 5, 2018. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Adoption of New Accounting Pronouncement in Fiscal 2019 In July 2018, the FASB issued ASU 2018-10 Leases (Topic 842),Codification Improvements Leases (Topic 842), Targeted Improvements . . Leases (Topic 842) In July 2018, the FASB issued ASU 2018-09, Codification Improvements. Compensation-Stock Compensation-Income Taxes, Compensation-Stock Compensation-Income Taxes, In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Equity - Equity-Based Payments to Non-Employees In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses The Company has evaluated other recent pronouncements and believes that none of them will have a material effect on the Company’s financial statements. |
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 11 years. Amortization expense for the period ended March 31, 2019 and December 31, 2018 was $542,309 and $1,784,390, respectively. |
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, 2019 and 2018 were 71,681,522 and 37,125,286, 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. The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported, as of March 31,: 2019 2018 Options to purchase common stock 15,841,000 15,081,000 Convertible preferred stock 4,828,530 4,828,530 Warrants to purchase common stock 5,500,000 4,500,000 Common stock subject to repurchase - (507,079 ) Potential shares excluded from diluted net loss per share 26,169,530 19,851,451 |
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 and each of its subsidiaries (“Quest US entities”), except HTS LTD is U.S. dollars. The functional currency of HTS LTD is Israeli Shekel. Transactions in currencies other than the functional currency are recorded using the appropriate exchange rate at the time of the transaction. For Quest US entities, 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. For HTS LTD is an Israeli Company whose continuing operations are conducted in Israeli Shekel. |
Reclassifications and Adjustments | Reclassifications and adjustments |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Anti Dilutive Securities Excludes from Computation | The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported, as of March 31,: 2019 2018 Options to purchase common stock 15,841,000 15,081,000 Convertible preferred stock 4,828,530 4,828,530 Warrants to purchase common stock 5,500,000 4,500,000 Common stock subject to repurchase - (507,079 ) Potential shares excluded from diluted net loss per share 26,169,530 19,851,451 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Proforma Results of Operations | This pro forma financial information is not indicative of the results of operations that the Company would have attained had the acquisition occurred at the beginning of the periods presented, nor is the pro forma financial information indicative of the results of operations that may occur in the future: Three Months Ended March 31, 2018 Pro forma sales $ 17,141,884 Pro forma net income (981,186 ) Pro forma basic and diluted earnings per share (0.03 ) |
Other Liabilities (Tables)
Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | At March 31, 2019 and December 31, 2018, other liabilities consisted of the following: March 31, 2019 December 31, 2018 Lease liability $ 219,507 $ - Other vendor payable 801,000 - Dividend payable 524,806 478,299 Others 310,871 397,122 Total other liabilities 1,856,184 875,421 Less Current Portion (1,194,714 ) (265,178 ) Total long term other liabilities $ 661,470 $ 610,243 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable at March 31, 2019 and December 31, 2018, consists of the following: March 31, 2019 December 31, 2018 Supplier Note Payable $ 8,240,465 $ 8,340,465 All Other 311,096 612,980 Total 8,551,564 8,953,445 Less current portion (8,404,560 ) (8,823,151 ) Long Term Notes Payable $ 147,001 $ 130,294 |
Schedule of Future Maturities of Note Payable | Future maturities of notes payable as of March 31, 2019 are as follows; 2019 $ 8,404,560 2020 16,707 Thereafter 130,294 Total $ 8,551,561 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Unamortized Share-based Compensation | |
Schedule of Notes Payable, Related Parties | Notes and loans payable, related parties consisted of the following: March 31, 2019 December 31, 2018 Note payable – debt restructure Marin $ 1,060,000 $ 1,160,000 Note payable – debt restructure Thomet 675,000 712,500 Convertible note payable – shareholders 700,000 700,000 Note payable - Certus 986,449 1,059,473 Note payable – debt restructure Zicman 171,000 171,000 Total notes payable, related parties 3,592,449 3,802,973 Less current portion 2,072,449 1,891,000 Long-term portion $ 1,520,000 $ 1,911,973 |
Schedule of Future Maturities of Notes Payable, Related Parties | The repayment of the notes payable, related parties at March 31, 2019 is as follows: 2019 $ 1,674,400 2020 757,549 2021 426,000 2022 426,000 Thereafter 308,500 Total $ 3,592,449 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Stock Options Warrants | The following table summarizes information about warrants granted during the three month periods ended March 31, 2019 and 2018: March 31, 2019 March 31, 2018 Number of Weighted Number of Weighted Balance, beginning of period 5,500,000 $ 0.23 5,905,000 $ 0.21 Warrants granted - - - - Warrants expired - - (300,000 ) 1.00 Warrants cancelled, forfeited - - - - Warrants exercised - - - - Balance, end of period 5,500,000 $ 0.23 5,605,000 $ 0.21 Exercisable warrants 5,500,000 $ 0.23 4,885,000 $ 0.23 |
Schedule of Outstanding Warrants | Outstanding warrants as of March 31, 2019 are as follows: Range of Weighted Outstanding Weighted Exercisable Weighted $ 0.11 2.34 1,500,000 $ 0.11 1,500,000 $ 0.11 $ 0.20 1.92 3,000,000 0.20 3,000,000 0.20 $ 0.28 1.25 200,000 $ 0.28 200,000 $ 0.28 $ 0.50 2.50 500,000 0.50 500,000 0.50 $ 0.60 1.51 300,000 $ 0.60 300,000 $ 0.60 $ 0.11 to 0.60 1.92 5,500,000 $ 0.23 5,500,000 $ 0.25 |
Schedule of Warrants Outstanding, Expiry Date and Exercise Prices | Warrants outstanding at March 31, 2019 and 2018 have the following expiry date and exercise prices: Expiry Date Exercise Prices March 31, 2019 March 31, 2018 October 10, 2020 $ 0.60 300,000 - December 30, 2020 $ 0.20 3,000,000 3,000,000 June 26, 2020 $ 0.28 200,000 - August 2, 2021 $ 0.11 1,500,000 1,500,000 October 10, 2021 $ 0.50 500,000 - 5,500,000 4,500,000 |
Schedule of Stock Options Granted | The following table summarizes information about stock options granted during the three months ended March 31, 2019 and 2018: March 31, 2019 March 31, 2018 Number of Weighted Number of Weighted Balance, beginning of period 20,121,000 $ 0.24 9,625,000 $ 0.21 Stock options granted - - 6,800,000 0.12 Stock options expired - - 72,000 0.37 Stock options cancelled, forfeited - - - - Stock options exercised - - - - Balance, end of period 20,121,000 $ 0.24 16,353,000 $ 0.17 Exercisable stock options 15,841,000 $ 0.24 10,167,666 $ 0.20 |
Schedule of Outstanding Stock Options | Outstanding stock options as of March 31, 2019 are as follows: Range of Weighted Outstanding Weighted Exercisable Weighted $ 0.075 to 0.09 2.88 2,281,000 $ 0.09 2,281,000 $ 0.08 $ 0.11 2.34 3,500,000 $ 0.11 3,500,000 $ 0.11 $ 0.12 3.93 6,800,000 $ 0.12 5,950,000 $ 0.12 $ 0.22 4.59 2,165,000 $ 0.22 541,250 $ 0.22 $ 0.27 4.67 2,875,000 $ 0.27 1,068,750 $ 0.27 $ 0.50 5.64 2,500,000 $ 0.50 2,500,000 $ 0.50 $ 0.075 to 0.50 3.36 20,121,000 $ 0.24 15,841,000 $ 0.24 |
Schedule of Stock Options, Expiry Date and Exercise Prices | Stock options outstanding at March 31, 2019, and 2018 have the following expiration date and exercise prices: Expiration Date Exercise Prices March 31, 2019 March 31, 2018 August 2, 2021 $ 0.11 3,500,000 3,500,000 February 17, 2022 $ 0.075 760,333 760,333 February 17, 2022 $ 0.09 1,520,667 1,520,667 March 5, 2023 $ 0.12 6,800,000 6,800,000 October 31, 2023 $ 0.22 2,165,000 - November 30, 2023 $ 0.27 2,875,000 - November 20, 2024 $ 0.25 2,500,000 - 20,121,000 12,581,000 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Unamortized Share-based Compensation | |
Schedule of Future Minimum Lease Commitments | Future minimum lease commitments at March 31, 2019 were as follows: Year ending December 31, Operating Leases 2019 (excluding the three months ended March 31, 2019) $ 94,971 2020 81,919 2021 36,365 2022 and thereafter 53,200 Total lease payments 266,456 Less imputed interest (46,949 ) Total $ 219,507 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows: Three Months Ended Cash paid for amounts included in the measurement of lease liabilities: Cash flows from operating activities - operating leases $ 19,916 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 17,066 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jan. 02, 2019 | Dec. 31, 2016 | |
Right-of-use assets | $ 214,611 | $ 237,731 | |||
Lease liabilities | 219,507 | $ 237,731 | |||
Amortization expense | $ 542,309 | $ 1,784,390 | |||
Weighted average number of common shares outstanding | 71,681,522 | 37,125,286 | |||
Minimum [Member] | |||||
Finite-lived intangible asset, useful life | 3 years | ||||
Maximum [Member] | |||||
Finite-lived intangible asset, useful life | 11 years | ||||
Bar Code Specialties Inc. [Member] | |||||
Percentage of shares acquired | 100.00% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Potential shares excluded from diluted net loss per share | 26,169,530 | 19,851,451 |
Options to Purchase Common Stock [Member] | ||
Potential shares excluded from diluted net loss per share | 15,841,000 | 15,081,000 |
Convertible Preferred Stock [Member] | ||
Potential shares excluded from diluted net loss per share | 4,828,530 | 4,828,530 |
Warrants to Purchase Common Stock [Member] | ||
Potential shares excluded from diluted net loss per share | 5,500,000 | 4,500,000 |
Common Stock Subject to Repurchase [Member] | ||
Potential shares excluded from diluted net loss per share | (507,079) |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 20,880,835 | |
Accumulated deficit | $ (40,432,000) | $ (39,752,000) |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Revenue [Member] | One Customer [Member] | ||
Percentage of concentration risk | 21.40% | 17.00% |
Business Acquisition (Details N
Business Acquisition (Details Narrative) | Mar. 31, 2019 |
HTS Purchase Agreement [Member] | |
Percentage of voting interest acquired | 100.00% |
Business Acquisition - Schedule
Business Acquisition - Schedule of Proforma Results of Operations (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / shares | |
Business Combinations [Abstract] | |
Pro forma sales | $ 17,141,884 |
Pro forma net income | $ (981,186) |
Pro forma basic and diluted earnings per share | $ / shares | $ (0.03) |
Other Liabilities - Schedule of
Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) | Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | |||
Lease liability | $ 219,507 | $ 237,731 | |
Other vendor payable | 801,000 | ||
Dividend payable | 524,806 | 478,299 | |
Others | 310,871 | 397,122 | |
Total other liabilities | 1,856,184 | 875,421 | |
Less Current Portion | (1,195,000) | (265,000) | |
Total long term other liabilities | $ 662,000 | $ 610,000 |
Credit Facilities and Line of_2
Credit Facilities and Line of Credit (Details Narrative) - USD ($) | Jul. 01, 2016 | Mar. 31, 2019 | Dec. 31, 2018 |
Line of credit, balance | $ 797,000 | $ 4,534,000 | |
Factoring and Security Agreement [Member] | Action Capital Corporation [Member] | |||
Line of credit maximum borrowing capacity | $ 5,000,000 | ||
Percentage of reserve account | 5.00% | ||
Percentage of average outstanding balance | 0.75% | ||
Factoring and Security Agreement [Member] | Action Capital Corporation [Member] | Prime Rate [Member] | |||
Percentage of average outstanding balance | 2.00% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Sep. 07, 2018 | Jul. 18, 2016 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Nov. 21, 2014 |
Notes payable | $ 8,551,564 | $ 8,953,445 | ||||
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 | |||||
Sixth Amendment Agreement [Member] | Secured Promissory Note [Member] | ||||||
Debt instrument face amount | $ 8,690,465 | |||||
Debt instrument due date | Jan. 31, 2019 | |||||
Debt instrument, increase, accrued interest | $ 6,763,549 | |||||
Seventh Amendment Agreement [Member] | April 30, 2019 [Member] | Secured Promissory Note [Member] | ||||||
Debt instrument due date | Jul. 31, 2019 | |||||
Debt instrument, increase, accrued interest | $ 350,000 | |||||
BCS Acquisition [Member] | ||||||
Debt instruments periodic payment | $ 4,758 | |||||
Debt instruments interest rate | 1.84% | 1.89% | ||||
BCS Acquisition [Member] | Debt [Member] | ||||||
Notes payable | $ 130,294 | $ 130,294 | ||||
First Three Monthly Payments [Member] | Sixth Amendment Agreement [Member] | Secured Promissory Note [Member] | ||||||
Debt instrument periodic principal amount | 300,000 | |||||
Last Two Monthly Payments [Member] | Sixth Amendment Agreement [Member] | Secured Promissory Note [Member] | ||||||
Debt instrument periodic principal amount | $ 500,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Total notes payable | $ 8,551,564 | $ 8,953,445 |
Less: current portion | (8,405,000) | (8,823,000) |
Long Term Notes Payable | 147,000 | 130,000 |
Supplier Note Payable [Member] | ||
Total notes payable | 8,240,465 | 8,340,465 |
All Other [Member] | ||
Total notes payable | $ 311,096 | $ 612,980 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Maturities of Note Payable (Details) - Notes Payable [Member] | Mar. 31, 2019USD ($) |
2019 | $ 8,404,560 |
2020 | 16,707 |
Thereafter | 130,294 |
Total | $ 8,551,561 |
Notes Payable, Related Partie_2
Notes Payable, Related Parties (Details Narrative) | Oct. 05, 2018USD ($)ft²$ / sharesshares | Jun. 07, 2018USD ($)shares | Feb. 28, 2018USD ($)ft²$ / sharesshares | Feb. 28, 2018USD ($)$ / shares | Jun. 17, 2016USD ($)shares | Nov. 21, 2014$ / shares | Jan. 09, 2014 | Jun. 30, 2016USD ($) | Oct. 31, 2015shares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($)shares | Dec. 31, 2014USD ($)ft²$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Interest expense | $ 51,495 | $ 20,232 | |||||||||||
Number of common stock value issued | $ 119,000 | ||||||||||||
Common stock, shares authorized | shares | 200,000,000 | 200,000,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Common Stock [Member] | |||||||||||||
Number of shares issued for common stock | shares | 1,000 | ||||||||||||
Number of common stock value issued | $ 1,000 | ||||||||||||
Campbeltown Consulting, Inc [Member] | |||||||||||||
Debt instrument conversion of shares amount | $ 150,000 | ||||||||||||
Walefar Investments, Ltd [Member] | |||||||||||||
Debt instrument conversion of shares amount | $ 150,000 | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Number of shares issued for common stock | shares | |||||||||||||
Number of common stock value issued | |||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Debt instruments interest rate | 6.00% | ||||||||||||
Percentage of redemption and cancelation | 100.00% | ||||||||||||
Number of option issued | shares | 3,400,000 | ||||||||||||
Jason Griffith [Member] | |||||||||||||
Common stock, shares authorized | shares | 8,600,000 | ||||||||||||
Extinguishment of debt | $ 1,199,400 | ||||||||||||
Shai Lustgarten [Member] | Common Stock [Member] | |||||||||||||
Number of shares issued for common stock | shares | 11,226,477 | ||||||||||||
Carlos Jaime Nissenson [Member] | Common Stock [Member] | |||||||||||||
Number of shares issued for common stock | shares | 11,226,477 | ||||||||||||
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 | ||||||||||||
Debt instrument face amount | 11,000,000 | ||||||||||||
Debt owed amount | $ 1,201,000 | ||||||||||||
Date of agreement | Feb. 28, 2018 | ||||||||||||
Debt instrument description | (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. | 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. | |||||||||||
Number of monthly installments | ft² | 60 | ||||||||||||
Debt monthly payment | $ 20,000 | ||||||||||||
Warrants term | 3 years | ||||||||||||
Number of warrants to purchase common stock | shares | 3,000,000 | ||||||||||||
Warrant exercise price per share | $ / shares | $ 0.20 | ||||||||||||
Marin Settlement Agreement I [Member] | David Marin [Member] | Scansource, Inc [Member] | |||||||||||||
Debt instrument face amount | $ 6,000,000 | $ 6,000,000 | |||||||||||
Debt default, amount | 2,800,000 | 2,800,000 | |||||||||||
Reduction in debt default amount | 2,000,000 | ||||||||||||
Marin Settlement Agreement I [Member] | David Marin [Member] | Owed Amount [Member] | |||||||||||||
Debt owed amount | $ 10,696,465 | ||||||||||||
Marin Settlement Agreement II [Member] | David Marin [Member] | |||||||||||||
Debt instrument conversion of shares amount | 111,065 | ||||||||||||
Debt instrument face amount | $ 100,000 | $ 100,000 | |||||||||||
Marin Settlement Agreement II [Member] | David Marin [Member] | Series C Preferred Stock [Member] | |||||||||||||
Debt instrument conversion of shares | shares | 85,000 | ||||||||||||
Debt convertible price per share | $ / shares | $ 1 | $ 1 | |||||||||||
Shares issued, price per share | $ / shares | 1 | $ 1 | |||||||||||
Debt instrument, convertible, stock price | $ / shares | $ 1.50 | ||||||||||||
Debt instrument, convertible, consecutive trading days | ft² | 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 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. | ||||||||||||
Number of monthly installments | ft² | 60 | ||||||||||||
Debt monthly payment | $ 12,500 | ||||||||||||
Aggregate indebtness | $ 5,437,136 | $ 5,437,136 | |||||||||||
Number of restricted common stock shares | shares | 500,000 | ||||||||||||
Settlement Agreement [Member] | Kurt Thomet [Member] | Scansource, Inc [Member] | |||||||||||||
Debt instrument face amount | $ 6,000,000 | 6,000,000 | |||||||||||
Debt default, amount | $ 21,800,000 | 21,800,000 | |||||||||||
Reduction in debt default amount | 2,000,000 | ||||||||||||
Settlement Agreement [Member] | Kurt Thomet [Member] | Series C Preferred Stock [Member] | |||||||||||||
Number of shares issued for common stock | shares | 1,000,000 | ||||||||||||
Settlement Agreement [Member] | George Zicman [Member] | |||||||||||||
Date of agreement | Feb. 22, 2018 | ||||||||||||
Debt instrument description | (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. | ||||||||||||
Number of monthly installments | ft² | 60 | ||||||||||||
Debt monthly payment | $ 3,000 | ||||||||||||
Aggregate indebtness | $ 1,304,199 | 1,304,199 | |||||||||||
Number of shares issued for common stock | shares | 100,000 | ||||||||||||
Settlement Agreement [Member] | George Zicman [Member] | Scansource, Inc [Member] | |||||||||||||
Debt instrument face amount | $ 6,000,000 | 6,000,000 | |||||||||||
Debt default, amount | 2,800,000 | $ 2,800,000 | |||||||||||
Reduction in debt default amount | $ 2,000,000 | ||||||||||||
Settlement Agreement [Member] | Goerge Zicman [Member] | Series C Preferred Stock [Member] | |||||||||||||
Number of shares issued for common stock | shares | 600,000 | ||||||||||||
Voting Agreement [Member] | Marins, Kurt Thomet And Goerge Zicman [Member] | |||||||||||||
Beneficiary percentage of common stock | 10.00% | ||||||||||||
Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||
Debt instruments interest rate | 6.00% | ||||||||||||
Debt instrument description | The common stock for the 20 days' preceding the agreement (the "Per Share Value"), (ii) cash in the amount of $300,000, and (iii) a 12 month convertible promissory note with a principal amount of $700,000 and an interest rate of six percent (6%) per year. | ||||||||||||
Debt instrument, convertible, consecutive trading days | ft² | 20 | ||||||||||||
Number of shares issued for common stock | shares | 22,452,954 | ||||||||||||
Number of common stock value issued | $ 5,298,897 | ||||||||||||
Cash amount | $ 300,000 | ||||||||||||
Purchase Agreement [Member] | HTS Image Processing, Inc [Member] | |||||||||||||
Purchased percentage of capital stock | 100.00% | ||||||||||||
Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||
Debt convertible price per share | $ / shares | $ 0.236 | ||||||||||||
Debt instrument face amount | $ 700,000 | ||||||||||||
HTS Purchase Agreement [Member] | May 29, 2019 [Member] | |||||||||||||
Number of shares issued for acquisition, shares | shares | 22,452,954 | ||||||||||||
Number of acquisition shares reduced | shares | 11,368,297 | ||||||||||||
Number of shares issued for acquisition | $ 5,298,897 | ||||||||||||
Number of shares issued for acquisition reduced | $ 2,682,918 | ||||||||||||
HTS Purchase Agreement [Member] | Campbeltown Consulting, Inc [Member] | May 29, 2019 [Member] | |||||||||||||
Number of shares in cancelation | shares | 5,542,328 | ||||||||||||
HTS Purchase Agreement [Member] | Walefar Investments, Ltd [Member] | May 29, 2019 [Member] | |||||||||||||
Number of shares in cancelation | shares | 5,542,329 | ||||||||||||
Securities Purchase Agreement [Member] | April 4, 2019 [Member] | |||||||||||||
Debt instrument conversion of shares amount | $ 200,000 | ||||||||||||
Debt instrument description | Each Unit is comprised of one share of the Company's common stock, $0.001 par value per share (the "Common Stock"), and a warrant to purchase one share of Common Stock, and, as a result of the Offering, the Company issued 16,666,667 shares of Common Stock (the "Shares") and warrants (the "Warrants") to purchase 16,666,667 shares of Common Stock (the "Warrant Shares") at an exercise price equal to $0.35 per Warrant Share, which Warrants are exercisable for a period of five and one-half years from the issuance date. | ||||||||||||
Number of warrants to purchase common stock | shares | 16,666,667 | ||||||||||||
Warrant exercise price per share | $ / shares | $ 0.35 | ||||||||||||
Number of shares issued for common stock | shares | 16,666,667 | ||||||||||||
Consideration of share amount | $ 5,000,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||
Gross proceeds from offering | $ 5,000,000 | ||||||||||||
Purchase price per share | $ / shares | $ 0.30 | ||||||||||||
Quest Marketing, Inc [Member] | |||||||||||||
Debt instruments interest rate | 1.89% | ||||||||||||
Debt instruments interest increase | 6.00% | ||||||||||||
Debt due date description | 2018 | ||||||||||||
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 | ||||||||||||
BCS Acquisition [Member] | |||||||||||||
Debt instruments interest rate | 1.89% | 1.84% | |||||||||||
Debt due date description | 2018 | ||||||||||||
Debt convertible price per share | $ / shares | $ 2 | ||||||||||||
Percentage of outstanding shares | 5.00% |
Notes Payable, Related Partie_3
Notes Payable, Related Parties - Schedule of Notes Payable, Related Parties (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Total notes payable | $ 3,592,449 | $ 3,802,973 |
Less current portion | 2,072,000 | 1,891,000 |
Long-term portion | 1,520,000 | 1,912,000 |
Note Payable - Debt Restructure Marin [Member] | ||
Total notes payable | 1,060,000 | 1,160,000 |
Note Payable - Debt Restructure Thomet [Member] | ||
Total notes payable | 675,000 | 712,500 |
Convertible Note Payable - Shareholders [Member] | ||
Total notes payable | 700,000 | 700,000 |
Note Payable - Certus [Member] | ||
Total notes payable | 986,449 | 1,059,473 |
Note Payable - Debt Restructure Zicman [Member] | ||
Total notes payable | $ 171,000 | $ 171,000 |
Notes Payable, Related Partie_4
Notes Payable, Related Parties - Schedule of Future Maturities of Notes Payable, Related Parties (Details) - Notes Payable, Related Parties [Member] | Mar. 31, 2019USD ($) |
2019 | $ 1,674,400 |
2020 | 757,549 |
2021 | 426,000 |
2022 | 426,000 |
Thereafter | 308,500 |
Total | $ 3,592,449 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Feb. 19, 2019 | Jan. 10, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Oct. 31, 2018 | Dec. 30, 2017 | Nov. 17, 2014 |
Dividend paid | $ 524,806 | $ 478,299 | ||||||
Exercise of stock option shares granted | 6,800,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Stock issued during the period | $ 119,000 | |||||||
Options exercise price per share | ||||||||
Common stock, shares outstanding | 71,426,401 | 71,931,693 | ||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||
Stock compensation expense | $ 322,954 | $ 685,156 | ||||||
Employee Stock Purchase Program [Member] | ||||||||
Stock issued during the period, shares | 457 | 623 | 707 | |||||
Stock issued during the period | $ 233 | $ 324 | $ 252 | |||||
2014 Stock Option Plan [Member] | ||||||||
Exercise of stock option shares granted | 10,000,000 | |||||||
Maximum number of common shares reserved for issuance | 10,000,000 | |||||||
Common stock shares subscribed | 20,121,000 | |||||||
Warrants and Stock Options [Member] | ||||||||
Common stock, par value | $ 0.001 | |||||||
Minimum [Member] | Warrants and Stock Options [Member] | ||||||||
Common stock, shares authorized | 10,000,000 | |||||||
Maximum [Member] | Warrants and Stock Options [Member] | ||||||||
Common stock, shares authorized | 16,000,000 | |||||||
Settlement Agreement [Member] | ||||||||
Dividend rate per annum | $ 0.06 | |||||||
Debt settlement effective shares issued | 1,685,000 | |||||||
Dividend paid | ||||||||
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. | |||||||
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 | 4,828,530 | 4,828,530 | ||||||
Dividend rate per annum | $ 0.06 | |||||||
Preferred stock convertible description | Each Series C preferred share outstanding is convertible into one (1) share of common stock of Quest Solution, Inc. | |||||||
Stock issued during the period, shares | ||||||||
Stock issued during the period |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Options Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Number of warrants balance, beginning of period | 5,500,000 | 5,905,000 |
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 | 5,500,000 | 5,605,000 |
Number of warrants, exercisable | 5,500,000 | 4,885,000 |
Weighted Average Exercise Price balance, beginning of period | $ 0.23 | $ 0.21 |
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 | 0.23 | 0.21 |
Weighted Average Exercise Price, exercisable | $ 0.23 | $ 0.23 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Outstanding Warrants (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Range of Exercise Prices, Upper Range Limit | $ 0.11 |
Range of Exercise Prices, Lower Range Limit | $ 0.60 |
Weighted Average residual life span (in years) | 1 year 11 months 1 day |
Outstanding Warrants | shares | 5,500,000 |
Weighted Average Exercise Price | $ 0.23 |
Exercisable Warrants | shares | 5,500,000 |
Weighted Average Exercise Price | $ 0.23 |
Exercise Price Range 1 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.11 |
Weighted Average residual life span (in years) | 2 years 4 months 2 days |
Outstanding Warrants | shares | 1,500,000 |
Weighted Average Exercise Price | $ 0.11 |
Exercisable Warrants | shares | 1,500,000 |
Weighted Average Exercise Price | $ 0.11 |
Exercise Price Range 2 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.20 |
Weighted Average residual life span (in years) | 1 year 11 months 1 day |
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 3 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.28 |
Weighted Average residual life span (in years) | 1 year 2 months 30 days |
Outstanding Warrants | shares | 200,000 |
Weighted Average Exercise Price | $ 0.28 |
Exercisable Warrants | shares | 200,000 |
Weighted Average Exercise Price | $ 0.28 |
Exercise Price Range 4 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.50 |
Weighted Average residual life span (in years) | 2 years 6 months |
Outstanding Warrants | shares | 500,000 |
Weighted Average Exercise Price | $ 0.50 |
Exercisable Warrants | shares | 500,000 |
Weighted Average Exercise Price | $ 0.50 |
Exercise Price Range 5 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.60 |
Weighted Average residual life span (in years) | 1 year 6 months 3 days |
Outstanding Warrants | shares | 300,000 |
Weighted Average Exercise Price | $ 0.60 |
Exercisable Warrants | shares | 300,000 |
Weighted Average Exercise Price | $ 0.60 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Warrants Outstanding, Expiry Date and Exercise Prices (Details) - $ / shares | Mar. 31, 2019 | Mar. 31, 2018 |
Warrant outstanding | 5,500,000 | 4,500,000 |
October 10, 2020 [Member] | ||
Warrant expiry Date | Oct. 10, 2020 | Oct. 10, 2020 |
Warrant exercise Prices | $ 0.60 | $ 0.60 |
Warrant outstanding | 300,000 | |
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 | 3,000,000 |
June 26, 2020 [Member] | ||
Warrant expiry Date | Jun. 26, 2020 | Jun. 26, 2020 |
Warrant exercise Prices | $ 0.28 | $ 0.28 |
Warrant outstanding | 200,000 | |
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 | 1,500,000 |
October 10, 2021 [Member] | ||
Warrant expiry Date | Oct. 10, 2021 | Oct. 10, 2021 |
Warrant exercise Prices | $ 0.50 | $ 0.50 |
Warrant outstanding | 500,000 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Stock Options Granted (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Number of stock options balance, beginning of period | 20,121,000 | 9,625,000 |
Number of stock options, granted | 6,800,000 | |
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 | 20,121,000 | 16,353,000 |
Number of stock options, exercisable | 15,841,000 | 10,167,666 |
Weighted average exercise price balance, beginning of period | $ 0.24 | $ 0.21 |
Weighted average exercise price, stock options granted | 0.12 | |
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 | 0.24 | 0.17 |
Weighted average exercise price, exercisable | $ 0.24 | $ 0.20 |
Stockholders' Equity - Schedu_5
Stockholders' Equity - Schedule of Outstanding Stock Options (Details) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2019$ / 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) | 3 years 4 months 9 days |
Outstanding Stock Options | shares | 20,121,000 |
Weighted Average Exercise Price | $ 0.24 |
Exercisable Stock Options | shares | 15,841,000 |
Weighted Average Exercise Price | $ 0.24 |
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) | 2 years 10 months 17 days |
Outstanding Stock Options | shares | 2,281,000 |
Weighted Average Exercise Price | $ 0.09 |
Exercisable Stock Options | shares | 2,281,000 |
Weighted Average Exercise Price | $ 0.08 |
Exercise Price Range 2 [Member] | |
Range of Exercise Prices, Lower Range Limit | $ 0.11 |
Weighted Average residual life span (in years) | 2 years 4 months 2 days |
Outstanding Stock Options | shares | 3,500,000 |
Weighted Average Exercise Price | $ 0.11 |
Exercisable Stock Options | shares | 3,500,000 |
Weighted Average Exercise Price | $ 0.11 |
Exercise Price Range 3 [Member] | |
Range of Exercise Prices, Lower Range Limit | $ 0.12 |
Weighted Average residual life span (in years) | 3 years 11 months 4 days |
Outstanding Stock Options | shares | 6,800,000 |
Weighted Average Exercise Price | $ 0.12 |
Exercisable Stock Options | shares | 5,950,000 |
Weighted Average Exercise Price | $ 0.12 |
Exercise Price Range 4 [Member] | |
Range of Exercise Prices, Lower Range Limit | $ 0.22 |
Weighted Average residual life span (in years) | 4 years 7 months 2 days |
Outstanding Stock Options | shares | 2,165,000 |
Weighted Average Exercise Price | $ 0.22 |
Exercisable Stock Options | shares | 541,250 |
Weighted Average Exercise Price | $ 0.22 |
Exercise Price Range 5 [Member] | |
Range of Exercise Prices, Lower Range Limit | $ 0.27 |
Weighted Average residual life span (in years) | 4 years 8 months 2 days |
Outstanding Stock Options | shares | 2,875,000 |
Weighted Average Exercise Price | $ 0.27 |
Exercisable Stock Options | shares | 1,068,750 |
Weighted Average Exercise Price | $ 0.27 |
Exercise Price Range 6 [Member] | |
Range of Exercise Prices, Lower Range Limit | $ 0.50 |
Weighted Average residual life span (in years) | 5 years 7 months 21 days |
Outstanding Stock Options | shares | 2,500,000 |
Weighted Average Exercise Price | $ 0.50 |
Exercisable Stock Options | shares | 2,500,000 |
Weighted Average Exercise Price | $ 0.50 |
Stockholders' Equity - Schedu_6
Stockholders' Equity - Schedule of Stock Options, Expiry Date and Exercise Prices (Details) - $ / shares | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock option exercise prices | $ 0.24 | $ 0.17 | $ 0.24 | $ 0.21 |
Stock option outstanding | 20,121,000 | 16,353,000 | 20,121,000 | 9,625,000 |
August 2, 2021 [Member] | ||||
Stock option expiration date | Aug. 2, 2021 | Aug. 2, 2021 | ||
Stock option exercise prices | $ 0.11 | $ 0.11 | ||
Stock option outstanding | 3,500,000 | 3,500,000 | ||
February 17, 2022 [Member] | ||||
Stock option expiration 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 [Member] | ||||
Stock option expiration date | Feb. 17, 2022 | Feb. 17, 2022 | ||
Stock option exercise prices | $ 0.09 | $ 0.09 | ||
Stock option outstanding | 1,520,667 | 1,520,667 | ||
March 5, 2023 [Member] | ||||
Stock option expiration date | Mar. 5, 2023 | Mar. 5, 2023 | ||
Stock option exercise prices | $ 0.12 | $ 0.12 | ||
Stock option outstanding | 6,800,000 | 6,800,000 | ||
October 31, 2023 [Member] | ||||
Stock option expiration date | Oct. 31, 2023 | Oct. 31, 2023 | ||
Stock option exercise prices | $ 0.22 | $ 0.22 | ||
Stock option outstanding | 2,165,000 | |||
November 30, 2023 [Member] | ||||
Stock option expiration date | Nov. 30, 2023 | Nov. 30, 2023 | ||
Stock option exercise prices | $ 0.27 | $ 0.27 | ||
Stock option outstanding | 2,875,000 | |||
November 20, 2024 [Member] | ||||
Stock option expiration date | Nov. 20, 2024 | Nov. 20, 2024 | ||
Stock option exercise prices | $ 0.25 | $ 0.25 | ||
Stock option outstanding | 2,500,000 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Weighted average remaining lease terms | 2 years 8 months 12 days | ||
Weighted average remaining discount rates | 14.60% | ||
Right-of-use assets | $ 214,611 | $ 237,731 | |
Lease liabilities | 219,507 | $ 237,731 | |
Lease liabilities, noncurrent | $ 121,405 | ||
Minimum [Member] | |||
Incremental borrowing rate | 13.16% | ||
Maximum [Member] | |||
Incremental borrowing rate | 15.06% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Commitments (Details) - USD ($) | Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Unamortized Share-based Compensation | |||
2019 (excluding the three months ended March 31, 2019) | $ 94,971 | ||
2020 | 81,919 | ||
2021 | 36,365 | ||
2022 and thereafter | 53,200 | ||
Total lease payments | 266,456 | ||
Less imputed interest | (46,949) | ||
Total | $ 219,507 | $ 237,731 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Unamortized Share-based Compensation | |
Cash flows from operating activities - operating leases | $ 19,916 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | $ 17,066 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 29, 2019 | Apr. 04, 2019 | Oct. 05, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Aggregate gross proceeds from issuance of stock | $ 1,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Campbeltown Consulting, Inc [Member] | ||||||
Converted principal amount | $ 150,000 | |||||
Walefar Investments, Ltd [Member] | ||||||
Converted principal amount | $ 150,000 | |||||
Subsequent Event [Member] | HTS Purchase Agreement [Member] | Minimum [Member] | ||||||
Shares issued in acquisition | 11,368,297 | |||||
Shares issued in acquisition, consideration | $ 2,682,918 | |||||
Subsequent Event [Member] | HTS Purchase Agreement [Member] | Maximum [Member] | ||||||
Shares issued in acquisition | 22,452,954 | |||||
Shares issued in acquisition, consideration | $ 5,298,897 | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||
Aggregate to sold included conversions | $ 5,000,000 | |||||
Aggregate gross proceeds from issuance of stock | $ 5,000,000 | |||||
Purchase price per share unit | $ 0.30 | |||||
Debt dsecription | Each Unit is comprised of one share of the Company's common stock, $0.001 par value per share (the "Common Stock"), and a warrant to purchase one share of Common Stock, and, as a result of the Offering, the Company issued 16,666,667 shares of Common Stock (the "Shares") and warrants (the "Warrants") to purchase 16,666,667 shares of Common Stock (the "Warrant Shares") at an exercise price equal to $0.35 per Warrant Share, which Warrants are exercisable for a period of five and one-half years from the issuance date. Both Shai Lustgarten, the Company's Chief Executive Officer, and Carlos J. Nissensohn, a consultant to and principal stockholder of the Company, participated in the Offering by converting $200,000 each of unpaid principal owed to them from the HTS acquisition (the "Conversions") by the Company in exchange for Shares and Warrants on the same terms as all other Purchasers. | |||||
Common stock, par value | $ 0.001 | |||||
Number of shares issued for common stock | 16,666,667 | |||||
Warrant purchase of common stock | 16,666,667 | |||||
Warrant exercise price per share | $ 0.35 | |||||
Converted principal amount | $ 200,000 | |||||
Gross proceeds from offering | 5,000,000 | |||||
Subsequent Event [Member] | Campbeltown Consulting, Inc [Member] | ||||||
Number of shares return fo cancellation | 5,542,328 | |||||
Converted principal amount | 150,000 | |||||
Subsequent Event [Member] | Walefar Investments, Ltd [Member] | ||||||
Number of shares return fo cancellation | 5,542,329 | |||||
Converted principal amount | $ 150,000 |