Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 06, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Energie Holdings, Inc. | |
Entity Central Index Key | 774,937 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 69,444,014 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 22,118 | $ 43,879 |
Accounts receivable, net | 9,595 | 27,337 |
Inventory, net | 243,144 | 248,662 |
Prepaid expenses and other | 47,261 | 68,291 |
Total current assets | 322,118 | 388,169 |
Noncurrent assets: | ||
Other assets | 90,376 | 22,611 |
Total noncurrent assets | 90,376 | 22,611 |
Total assets | 412,494 | 410,780 |
Current liabilities: | ||
Accounts payable | 2,122,077 | 2,228,645 |
Accrued liabilities | 802,661 | 572,973 |
Debt, current portion | 4,140,673 | 2,373,307 |
Total current liabilities | 7,065,411 | 5,174,925 |
Debt, long-term portion | 2,261,937 | 2,893,214 |
Total liabilities | $ 9,327,348 | $ 8,068,139 |
Commitments and contingencies (Note 6) | ||
Equity (Deficit): | ||
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at June 30, 2015 or December 31, 2014 | ||
Common stock, $.0001 par value; 250,000,000 shares authorized; 63,972,405 and 53,816,667 shares issued and outstanding at June 30, 2015 and December 31, 2014 | $ 6,197 | $ 5,182 |
Additional paid-in capital | 1,921,500 | 1,848,172 |
Accumulated deficit | (10,842,551) | (9,510,713) |
Total deficit | (8,914,854) | (7,657,359) |
Total liabilities and equity (deficit) | $ 412,494 | $ 410,780 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 63,972,405 | 53,816,667 |
Common stock, shares outstanding | 63,972,405 | 53,816,667 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Sales revenue | $ 102,239 | $ 174,762 | $ 304,634 | $ 339,371 |
Cost of goods sold | (47,986) | (101,200) | (145,992) | (178,023) |
Gross profit | 54,253 | 73,562 | 158,642 | 161,348 |
Operating expenses: | ||||
Research and development | 70,502 | 68,209 | 127,372 | 114,767 |
Sales and marketing | 26,432 | 34,031 | 69,902 | 71,145 |
General and administrative | 379,015 | 422,884 | 784,720 | 924,996 |
Total operating expenses | 475,949 | 525,124 | 981,994 | 1,110,908 |
Loss from operations | (421,696) | (451,562) | (823,352) | (949,560) |
Other income (expense): | ||||
Interest expense | (290,596) | (92,407) | (490,956) | (179,977) |
Other | (7,261) | 51,053 | (17,530) | 84,298 |
Other income (expense), net | (297,857) | (41,354) | (508,486) | (95,679) |
Net loss | $ (719,553) | $ (492,916) | $ (1,331,838) | $ (1,045,239) |
Net loss per common share, Basic and diluted | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) |
Weighted average common shares outstanding, Basic and diluted | 60,281,130 | 32,339,542 | 57,436,497 | 32,339,542 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating Activities: | ||
Net loss | $ (1,331,838) | $ (1,045,239) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | $ 127,126 | |
Amortization of debt issuance costs | $ (67,115) | |
Common stock issued for services | $ 40,400 | |
Expense converted to debt | $ 179,977 | |
Changes in operating assets and liabilities (net of Share Exchange): | ||
Accounts receivable | $ 17,742 | (14,729) |
Inventory | 5,518 | (12,275) |
Prepaid expenses and other | 20,380 | 9,698 |
Accounts payable | 546,609 | 617,278 |
Accrued liabilities | 229,831 | (387) |
Net cash used in operating activities | $ (538,473) | (138,551) |
Investing Activities: | ||
Intangible assets | (15,957) | |
Property and equipment | (75) | |
Net cash used in investing activities | (16,032) | |
Financing Activities: | ||
Proceeds from debt | $ 983,850 | $ 241,119 |
Payments of debt | $ (467,138) | |
Member activity | $ (115,512) | |
Net cash provided by financing activities | $ 516,712 | 125,607 |
Net change in cash | (21,761) | (28,976) |
Cash, beginning of period | 43,879 | 37,874 |
Cash, end of period | 22,118 | $ 8,898 |
Cash paid for: | ||
Interest | 209,198 | |
Debt converted to common stock | 33,800 | |
Accounts payable converted to debt | $ 653,177 |
1. Description of Business and
1. Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
1. Description of Business and Summary of Significant Accounting Policies | Note 1 - Description of Business and Summary of Significant Accounting Policies Formation of the Company On December 31, 2013, Energie Holdings, Inc. (we, us, our, the Company or Holdings) entered into a Share Exchange Agreement (the Share Exchange Agreement) with OELC, LLC, a Delaware limited liability company, and its wholly-owned subsidiary, Energie LLC (hereinafter referred to as, Energie). The Share Exchange Agreement was not effective until July 2, 2014, due to a variety of conditions subsequent that needed to be met which were met or waived. Upon effectiveness, Holdings issued 33,000,000 restricted shares of its common stock, representing approximately 65% of the then issued and outstanding voting securities, in exchange for all of the issued and outstanding member interests of Energie. This transaction is considered to be a capital transaction, rather than a business combination, equivalent to the issuance of ownership interests by Energie for the net assets of Holdings, accompanied by a recapitalization (the Share Exchange). The accounting is identical to that resulting from a reverse acquisition, except that no goodwill or other intangible is recorded. Thereafter, on January 27, 2014, Holdings entered into an Agreement and Plan of Merger (the Merger Agreement) with two of its then wholly owned subsidiaries, Energie Holdings and Alas Acquisition Company (Alas). The Merger Agreement effectively merged Alas with and into Holdings, with Holdings being the surviving corporation. The net effect of the Merger Agreement was to effectuate a name change from Alas Aviation Corp., to Energie Holdings, Inc. in order to provide a better understanding to investors of the Companys entry into the LED lighting industry. The Companys management also changed. Description of Business We are focused on acquiring and growing specialized LED lighting companies for the architecture and interior design markets for both commercial and residential applications. The lighting products include both conventional fixtures and advanced solid-state technology that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. Our objective is to grow, innovate, and fully capture the rapidly growing lighting market opportunities associated with solid state lighting. Énergie was founded in 2001 and is engaged in the import and sale of specialized interior lighting solutions to the architecture and interior design markets in North America. Our headquarters is located in Wheat Ridge, Colorado, and we also maintain a production and assembly facility in Zeeland, Michigan. Basis of Presentation As a result of the Share Exchange, Energie is considered to be the accounting acquirer and, accordingly, is treated as the predecessor company. The condensed consolidated financial statements include the results of operations and financial position of Energie for all periods, and the results of operations and financial position of Holdings as of and for the three and six months ended June 30, 2015 and as of December 31, 2014. The accompanying condensed consolidated balance sheet as of December 31, 2014, has been derived from audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the period ended December 31, 2014. Going Concern As shown in the accompanying financial statements, we had an equity deficit of $8,914,854 and a working capital deficit of $6,743,293 as of June 30, 2015, and have reported net losses of $1,331,838 and $1,045,239 for the six months ended June 30, 2015 and 2014, respectively. These factors raise substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to further implement our business plan, attract additional capital and, ultimately, upon our ability to develop future profitable operations. We intend to fund our business development, acquisition endeavors and operations through equity and debt financing arrangements. However, there can be no assurance that these arrangements will be sufficient to fund our ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Recently Issued Accounting Pronouncements In January 2015, the FASB issued ASU No. 2015-01 (ASU 2015-01), Income StatementExtraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. In February 2015, the FASB issued ASU No. 2015-02 (ASU 2015-02), Consolidation (Topic 810) Amendments to the Consolidation Analysis |
2. Recapitalization
2. Recapitalization | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
2. Recapitalization | Note 2 Recapitalization On July 2, 2014, we completed the Share Exchange Agreement with Energie. The impact to equity of the Share Exchange includes a) the issuance of 33,000,000 shares of Holdings common stock valued at $0.05 per share, the closing price of Holdings common stock on December 31, 2013, the date of the Share Exchange Agreement, for total consideration effectively transferred of $1,650,000; and b) removing Holdings accumulated deficit and adjusting equity for the recapitalization. The accompanying condensed consolidated statements of operations include the results of the Share Exchange Agreement from the share exchange date of July 2, 2014. The pro forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2014, are as follows: Three months ended June 30, 2014 Six months ended June 30, 2014 Pro forma results: Total net revenues $ 174,762 $ 339,371 Net loss (593,408 ) (1,319,156 ) Net loss per common share: Basic and diluted $ (0.01 ) $ (0.03 ) The assets and liabilities of Holdings on the effective date of the Share Exchange Agreement were as follows: Accounts payable $ 363,676 Preferred stock $ Common stock 194,604 Additional paid-in capital 91,046,859 Accumulated deficit (91,605,139 ) Total stockholders deficit $ (363,676 ) |
3. Accounts receivable
3. Accounts receivable | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
3. Accounts receivable | Note 3 Accounts receivable The following is a summary of accounts receivable: June 30, 2015 December 31, 2014 Customer receivables $ 22,475 $ 41,234 Less: Allowance for uncollectible accounts (12,880 ) (13,897 ) $ 9,595 $ 27,337 |
4. Inventory
4. Inventory | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
4. Inventory | Note 4 Inventory The following is a summary of inventory: June 30, 2015 December 31, 2014 Raw materials $ 356,825 $ 420,424 Less: reserve (113,681 ) (171,762 ) $ 243,144 $ 248,662 |
5. Debt
5. Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
5. Debt | Note 5 Debt Debt is comprised of the following: Description Note June 30, 2015 December 31, 2014 Line of credit A $ 47,000 $ 47,000 Note payable to distribution partner B 550,000 580,000 Investor debt C 267,787 267,787 Related party debt D 5,104,276 3,840,749 Other notes payable E 53,119 57,692 Cash draw notes F 196,728 255,793 Convertible promissory notes G 183,700 217,500 Total 6,402,610 5,266,521 Less: current portion (4,140,673 ) (2,373,307 ) Debt, long-term portion $ 2,261,937 $ 2,893,214 A Line of Credit B Note payable to distribution partner C Investor Debt June 30, 2015 December 31, 2014 Interest Rate $ 87,787 $ 87,787 24 % 50,000 50,000 24 % 50,000 50,000 24 % 25,000 25,000 8 % 25,000 25,000 8 % 20,000 20,000 2 % 10,000 10,000 24 % $ 267,787 $ 267,787 D Related Parties Debt June 30, 2015 December 31, 2014 Interest Rate D1 $ 3,719,831 $ 3,152,231 6 % D2 522,380 497,130 12 % D3 34,888 34,888 12 % D4 174,000 156,500 24 % D5 653,177 18 % Total $ 5,104,276 $ 3,840,749 D1 We evaluated the agreement for derivatives and determined that it does not qualify for derivative treatment for financial reporting purposes, because the agreement relates to our own equity, and the debt and the equity are not closely related. We also determined this does not qualify as a beneficial conversion feature. D2 D3 D4 D5 E Other Notes Payable F Cash draw agreements G Convertible promissory notes Debt issuance costs of $78,031 are included in Other assets as of June 30, 2015, and are being amortized over the life of the respective notes. |
6. Contingencies
6. Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
6. Contingencies | Note 6 Contingencies Current management discovered that the Companys former management recorded various obligations to itself and to third parties for expenditures not deemed benefitting the Company or authorized by the Companys sole director, as required. The amount of these unauthorized expenditures totaled $91,172, including $60,000 in management fees. These expenditures were reversed and are not part of the accompanying financial statements. While current management believes that none of the $91,172 is an obligation of ours, it is not known what representations were made to these parties or whether we could, in fact, be eventually responsible to pay some or all of the indicated amount. |
7. Subsequent Events
7. Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
7. Subsequent Events | Note 7 Subsequent Events On July 27, 2015, one of the convertible debt holders converted $6,530 in exchange for 2,968,182 shares of our common stock. On July 28, 2015, one of the convertible debt holders converted $4,719 in exchange for 2,503,427 shares of our common stock. |
8. Net Loss Per Share
8. Net Loss Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
8. Net Loss Per Share | Note 8 Net Loss Per Share Basic net loss per share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic net loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. Since Energie, the predecessor company, was an LLC, it did not have common shares outstanding prior to the Share Exchange on July 2, 2014. Accordingly, we have prepared the calculation of Net Loss Per Share using the weighted-average number of common shares of Holdings that were outstanding during the three and six months ended June 30, 2015. Additionally, Holdings did not exist in 2013, so we have used the weighted-average number of common shares of Holdings that were outstanding for the three and six months ended June 30, 2015, so that a comparison of net loss per share may be presented. The following table presents a reconciliation of the denominators used in the computation of net loss per share basic and diluted: Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Net loss $ (719,553 ) $ (492,916 ) $ (1,331,838 ) $ (1,045,239 ) Weighted average outstanding shares of common stock 60,281,130 32,339,542 57,436,497 32,339,542 Dilutive effect of stock options and warrants Common stock and equivalents 60,281,130 32,339,542 57,436,497 32,339,542 Net loss per share Basic and diluted $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.03 ) There are no dilutive instruments outstanding during the six months ended June 30, 2015. |
1. Description of Business an14
1. Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Formation of the Company | Formation of the Company On December 31, 2013, Energie Holdings, Inc. (we, us, our, the Company or Holdings) entered into a Share Exchange Agreement (the Share Exchange Agreement) with OELC, LLC, a Delaware limited liability company, and its wholly-owned subsidiary, Energie LLC (hereinafter referred to as, Energie). The Share Exchange Agreement was not effective until July 2, 2014, due to a variety of conditions subsequent that needed to be met which were met or waived. Upon effectiveness, Holdings issued 33,000,000 restricted shares of its common stock, representing approximately 65% of the then issued and outstanding voting securities, in exchange for all of the issued and outstanding member interests of Energie. This transaction is considered to be a capital transaction, rather than a business combination, equivalent to the issuance of ownership interests by Energie for the net assets of Holdings, accompanied by a recapitalization (the Share Exchange). The accounting is identical to that resulting from a reverse acquisition, except that no goodwill or other intangible is recorded. Thereafter, on January 27, 2014, Holdings entered into an Agreement and Plan of Merger (the Merger Agreement) with two of its then wholly owned subsidiaries, Energie Holdings and Alas Acquisition Company (Alas). The Merger Agreement effectively merged Alas with and into Holdings, with Holdings being the surviving corporation. The net effect of the Merger Agreement was to effectuate a name change from Alas Aviation Corp., to Energie Holdings, Inc. in order to provide a better understanding to investors of the Companys entry into the LED lighting industry. The Companys management also changed. |
Description of Business | Description of Business We are focused on acquiring and growing specialized LED lighting companies for the architecture and interior design markets for both commercial and residential applications. The lighting products include both conventional fixtures and advanced solid-state technology that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. Our objective is to grow, innovate, and fully capture the rapidly growing lighting market opportunities associated with solid state lighting. Énergie was founded in 2001 and is engaged in the import and sale of specialized interior lighting solutions to the architecture and interior design markets in North America. Our headquarters is located in Wheat Ridge, Colorado, and we also maintain a production and assembly facility in Zeeland, Michigan. |
Basis of Presentation | Basis of Presentation As a result of the Share Exchange, Energie is considered to be the accounting acquirer and, accordingly, is treated as the predecessor company. The condensed consolidated financial statements include the results of operations and financial position of Energie for all periods, and the results of operations and financial position of Holdings as of and for the three and six months ended June 30, 2015 and as of December 31, 2014. The accompanying condensed consolidated balance sheet as of December 31, 2014, has been derived from audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the period ended December 31, 2014. |
Going Concern | Going Concern As shown in the accompanying financial statements, we had an equity deficit of $8,914,854 and a working capital deficit of $6,743,293 as of June 30, 2015, and have reported net losses of $1,331,838 and $1,045,239 for the six months ended June 30, 2015 and 2014, respectively. These factors raise substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to further implement our business plan, attract additional capital and, ultimately, upon our ability to develop future profitable operations. We intend to fund our business development, acquisition endeavors and operations through equity and debt financing arrangements. However, there can be no assurance that these arrangements will be sufficient to fund our ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2015, the FASB issued ASU No. 2015-01 (ASU 2015-01), Income StatementExtraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. In February 2015, the FASB issued ASU No. 2015-02 (ASU 2015-02), Consolidation (Topic 810) Amendments to the Consolidation Analysis |
2. Recapitalization (Tables)
2. Recapitalization (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Recapitalization | Three months ended June 30, 2014 Six months ended June 30, 2014 Pro forma results: Total net revenues $ 174,762 $ 339,371 Net loss (593,408 ) (1,319,156 ) Net loss per common share: Basic and diluted $ (0.01 ) $ (0.03 ) The assets and liabilities of Holdings on the effective date of the Share Exchange Agreement were as follows: Accounts payable $ 363,676 Preferred stock $ Common stock 194,604 Additional paid-in capital 91,046,859 Accumulated deficit (91,605,139 ) Total stockholders deficit $ (363,676 ) |
3. Accounts receivable (Tables)
3. Accounts receivable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Accounts Receivable | June 30, 2015 December 31, 2014 Customer receivables $ 22,475 $ 41,234 Less: Allowance for uncollectible accounts (12,880 ) (13,897 ) $ 9,595 $ 27,337 |
4. Inventory (Tables)
4. Inventory (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | June 30, 2015 December 31, 2014 Raw materials $ 356,825 $ 420,424 Less: reserve (113,681 ) (171,762 ) $ 243,144 $ 248,662 |
5. Debt (Tables)
5. Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Description Note June 30, 2015 December 31, 2014 Line of credit A $ 47,000 $ 47,000 Note payable to distribution partner B 550,000 580,000 Investor debt C 267,787 267,787 Related party debt D 5,104,276 3,840,749 Other notes payable E 53,119 57,692 Cash draw notes F 196,728 255,793 Convertible promissory notes G 183,700 217,500 Total 6,402,610 5,266,521 Less: current portion (4,140,673 ) (2,373,307 ) Debt, long-term portion $ 2,261,937 $ 2,893,214 |
Investor Debt | June 30, 2015 December 31, 2014 Interest Rate $ 87,787 $ 87,787 24 % 50,000 50,000 24 % 50,000 50,000 24 % 25,000 25,000 8 % 25,000 25,000 8 % 20,000 20,000 2 % 10,000 10,000 24 % $ 267,787 $ 267,787 |
Related Parties Debt | June 30, 2015 December 31, 2014 Interest Rate D1 $ 3,719,831 $ 3,152,231 6 % D2 522,380 497,130 12 % D3 34,888 34,888 12 % D4 174,000 156,500 24 % D5 653,177 18 % Total $ 5,104,276 $ 3,840,749 |
8. Net Loss Per Share (Tables)
8. Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Net loss $ (719,553 ) $ (492,916 ) $ (1,331,838 ) $ (1,045,239 ) Weighted average outstanding shares of common stock 60,281,130 32,339,542 57,436,497 32,339,542 Dilutive effect of stock options and warrants Common stock and equivalents 60,281,130 32,339,542 57,436,497 32,339,542 Net loss per share Basic and diluted $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.03 ) |
1. Description of Business an20
1. Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||||||
Restricted Shares Issued in Share Exchange Agreement | 33,000,000 | |||||
Ownership Represented | 65.00% | |||||
Equity Deficit | $ (8,914,854) | $ (8,914,854) | $ (7,657,359) | |||
Working Capital Deficit | (6,743,293) | (6,743,293) | ||||
Net Income Loss | $ (719,553) | $ (492,916) | $ (1,331,838) | $ (1,045,239) |
2. Recapitalization - Recapital
2. Recapitalization - Recapitalization (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Jul. 02, 2014 | |
Net loss | $ (719,553) | $ (492,916) | $ (1,331,838) | $ (1,045,239) | ||
Net loss per common share - Basic and diluted | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) | ||
Accounts payable | $ 2,122,077 | $ 2,122,077 | $ 2,228,645 | |||
Preferred stock | ||||||
Common stock | $ 6,197 | $ 6,197 | $ 5,182 | |||
Additional paid-in capital | 1,921,500 | 1,921,500 | 1,848,172 | |||
Accumulated deficit | (10,842,551) | (10,842,551) | (9,510,713) | |||
Total stockholders deficit | (8,914,854) | (8,914,854) | $ (7,657,359) | |||
Pro Forma [Member] | ||||||
Total net revenues | 174,762 | 339,371 | ||||
Net loss | $ (593,408) | $ (1,319,156) | ||||
Net loss per common share - Basic and diluted | $ (0.01) | $ (0.03) | ||||
Accounts payable | $ 363,676 | |||||
Preferred stock | ||||||
Common stock | $ 194,604 | |||||
Additional paid-in capital | 91,046,859 | |||||
Accumulated deficit | (91,605,139) | |||||
Total stockholders deficit | $ (363,676) |
2. Recapitalization (Details Na
2. Recapitalization (Details Narrative) - 12 months ended Dec. 31, 2014 - USD ($) | Total |
Accounting Policies [Abstract] | |
Stock Issued in Share Exchange, Shares | 33,000,000 |
Stock Issued in Share Exchange, Price Per Share | $ 0.05 |
Stock Issued in Share Exchange, Consideration Received | $ 1,650,000 |
3. Accounts receivable - Accoun
3. Accounts receivable - Accounts Receivable (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Customer receivables | $ 22,475 | $ 41,234 |
Less: Allowance for uncollectible accounts | (12,880) | (13,897) |
Receivables, Net | $ 9,595 | $ 27,337 |
4. Inventory - Inventory (Detai
4. Inventory - Inventory (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 356,825 | $ 420,424 |
Less: Reserve | (113,681) | (171,762) |
Inventory, Net | $ 243,144 | $ 248,662 |
5. Debt - Debt (Details)
5. Debt - Debt (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||
Line of credit | [1] | $ 47,000 | $ 47,000 |
Note payable to distribution partner | [2] | 550,000 | 580,000 |
Investor debt | [3] | 267,787 | 267,787 |
Related party debt | [4] | 5,104,276 | 3,840,749 |
Other notes payable | [5] | 53,119 | 57,692 |
Cash draw agreements | [6] | 196,728 | 255,793 |
Convertible promissory notes | [7] | 183,700 | 217,500 |
Total | 6,402,610 | 5,266,521 | |
Less: current portion | 4,140,673 | 2,373,307 | |
Debt, long-term portion | $ 2,261,937 | $ 2,893,214 | |
[1] | A. Line of Credit - We utilized this bank line of credit for working capital purposes. The outstanding obligation is due on demand, has a stated initial interest rate of 10.5% that is subject to adjustment, and is guaranteed by our majority shareholder. Energie and our CEO were served with a summons and complaint, wherein the bank brought an action to collect the amount due, including interest, costs and attorney's fees. We have filed a response to the complaint and are engaged in settlement discussions with the bank. Accordingly, the amounts due are classified as current liabilities in the accompanying condensed, consolidated balance sheets. | ||
[2] | B. Note payable to distribution partner - Note payable to a significant European distribution partner, entered into in October 2014, bearing interest at 5% payable quarterly, with principal payable monthly through September 2019. The 2014 note payable aggregated the 2007 promissory note, accrued interest and accounts payable. | ||
[3] | C. Investor Debt - Notes payable to lenders having an ownership interest in Holdings at June 30, 2015 and December 31, 2014. These loans are not collateralized. The following summarizes the terms and balances of the investor debt: | ||
[4] | D. Related Parties Debt - The following summarizes notes payable to related parties: | ||
[5] | E. Other Notes Payable - Represents the outstanding principal balance on two separate notes bearing interest at approximately 12% annually. In the event we receive proceeds as the beneficiary of a life insurance policy covering our majority shareholder, repayment of principal and interest is due on these notes prior to using the proceeds for any other purpose. | ||
[6] | F. Cash draw agreements - Under these agreements, the lender advances us the principal balance and then automatically withdraws a stated amount each business day. Accordingly, there is no stated interest rate. The total remaining daily payments due under these arrangements was $257,486 as of June 30, 2015. The maturity dates of the agreements range from July to November 2015. | ||
[7] | G - Convertible promissory notes - Represents the outstanding principal balance on five separate convertible promissory notes payable to two entities with interest of 8% annually, due at various dates ranging from May through December 2015. At the option of the holders, the notes may be settled in cash or converted into shares of our common stock at any time beginning 180 days from the date of the notes at a price equal to 61% of the average closing bid price of our common stock during the 10 trading days immediately preceding the date of conversion. In the event we fail to pay the notes when they become due, the balance due under the notes incurs interest at the rate of 22% per annum. We are currently incurring interest at a rate of 22% per annum on two of the notes as we are past due on these obligations. The notes contain additional terms and conditions normally included in instruments of this kind, including a right of first refusal wherein we have granted the holders the right to match the terms of any future financing in which we engage on the same terms and contemplated in such future financing. We estimate that the fair value of the conversion feature is minimal, so no value has been assigned to the beneficial conversion feature. During the six months ended June 30, 2015, $33,800 of principal and $143 of interest was converted into 6,055,738 shares of common stock. |
5. Debt - Investor Debt (Detail
5. Debt - Investor Debt (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Investor Debt Balances | $ 6,402,610 | $ 5,266,521 |
Investor 1 [Member] | ||
Investor Debt Balances | $ 87,787 | 87,787 |
Investor Debt, Interest Rate | 24.00% | |
Investor 2 [Member] | ||
Investor Debt Balances | $ 50,000 | 50,000 |
Investor Debt, Interest Rate | 24.00% | |
Investor 3 [Member] | ||
Investor Debt Balances | $ 50,000 | 50,000 |
Investor Debt, Interest Rate | 24.00% | |
Investor 4 [Member] | ||
Investor Debt Balances | $ 25,000 | 25,000 |
Investor Debt, Interest Rate | 8.00% | |
Investor 5 [Member] | ||
Investor Debt Balances | $ 25,000 | 25,000 |
Investor Debt, Interest Rate | 8.00% | |
Investor 6 [Member] | ||
Investor Debt Balances | $ 20,000 | 20,000 |
Investor Debt, Interest Rate | 2.00% | |
Investor 7 [Member] | ||
Investor Debt Balances | $ 10,000 | 10,000 |
Investor Debt, Interest Rate | 24.00% | |
Investor Debt Total | ||
Investor Debt Balances | $ 267,787 | $ 267,787 |
5. Debt - Related Parties Debt
5. Debt - Related Parties Debt (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | ||
D1 [Member] | |||
Related Party Debt | [1] | $ 3,719,831 | $ 3,152,231 |
Related Party Debt, Interest Rate | 6.00% | ||
D2 [Member] | |||
Related Party Debt | [2] | $ 522,380 | 497,130 |
Related Party Debt, Interest Rate | 12.00% | ||
D3 [Member] | |||
Related Party Debt | [3] | $ 34,888 | 34,888 |
Related Party Debt, Interest Rate | 12.00% | ||
D4 [Member] | |||
Related Party Debt | [4] | $ 174,000 | $ 156,500 |
Related Party Debt, Interest Rate | 24.00% | ||
D5 [Member] | |||
Related Party Debt | [5] | $ 653,177 | |
Related Party Debt, Interest Rate | 18.00% | ||
Total Related Party Debt [Member] | |||
Related Party Debt | $ 5,104,276 | $ 3,840,749 | |
[1] | D1. Notes payable to Symbiote, Inc. ("Symbiote"), entered into in December 2014, with monthly principal and interest payable through November 2017. The 2014 notes aggregated the previous notes payable, accrued interest and accounts payable. The 2014 notes are not convertible. The previous note agreement gave Symbiote, at its option at any time after default, the right to convert any remaining balance of the notes to equity at a rate equal to the proportion of the remaining balance of the note divided by $4,000,000 enterprise value. Symbiote holds the largest ownership percentage in Holdings, is the lessor of our manufacturing facility, and the provider of our payroll services. | ||
[2] | D2. Note payable to an executive vice president, entered into in December 2014, with monthly principal and interest payable through November 2017. The 2014 note aggregated the previous note payable, accrued interest and accounts payable. | ||
[3] | D3. Note payable to our Chief Executive Officer ("CEO"), entered into in December 2014, with monthly principal and interest payable through November 2015. | ||
[4] | D4. Notes payable to the spouse of our CEO, due upon demand. | ||
[5] | D5. Note payable to the consulting firm that employs our Chief Financial Officer. This note aggregates the previous accounts payable and accrued interest due to the consulting firm. While we have agreed with the consulting firm to convert the amounts due to a note, we are still negotiating the final terms of the agreement. |
6. Contingencies (Details Narra
6. Contingencies (Details Narrative) | Jun. 30, 2015USD ($) |
Unauthorized Expenditures | |
Unauthorized Expenditures | $ 91,172 |
Unauthorized Management Fees | |
Unauthorized Expenditures | $ 60,000 |
7. Subsequent Events (Details N
7. Subsequent Events (Details Narrative) - Subsequent Event 1 [Member] - USD ($) | Jul. 28, 2015 | Jul. 27, 2015 |
Debt Converted | $ 4,719 | $ 6,530 |
Debt Converted, Shares Issued Upon Conversion | 2,503,427 | 2,968,182 |
8. Net Loss Per Share - Net Los
8. Net Loss Per Share - Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (719,553) | $ (492,916) | $ (1,331,838) | $ (1,045,239) |
Weighted average outstanding shares of common stock | 60,281,130 | 32,339,542 | 57,436,497 | 32,339,542 |
Dilutive effect of stock options and warrants | ||||
Common stock and equivalents | $ 60,281,130 | $ 32,339,542 | $ 57,436,497 | $ 32,339,542 |
Net loss per share - Basic and diluted | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) |