Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Jan. 17, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | ExeLED Holdings Inc. | |
Entity Central Index Key | 774,937 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 249,447,433 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Small Business | true | |
Entity Emerging Growth | true | |
Entity Ex-transition | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 675 | $ 0 |
Accounts receivable, net | 1,967 | 0 |
Inventory | 0 | 69,498 |
Prepaid expenses and other | 73,725 | 54,163 |
Total current assets | 76,367 | 123,661 |
Noncurrent assets: | ||
Deposits and other | 35,167 | 14,627 |
Total assets | 111,534 | 138,288 |
Current liabilities: | ||
Cash overdraft | 0 | 11,118 |
Accounts payable | 3,147,973 | 2,893,614 |
Accrued liabilities | 4,571,284 | 2,628,335 |
Debt, current portion, net of discount and debt issuance costs | 13,902,742 | 11,249,083 |
Total current liabilities | 21,621,999 | 16,782,150 |
Debt, long-term portion | 572,558 | 676,058 |
Total liabilities | 22,194,557 | 17,458,208 |
Commitments and contingencies (Note 4) | ||
Equity: | ||
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2018 or December 31, 2017 | 0 | 0 |
Common stock, $0.0001 par value; 250,000,000 shares authorized; 249,447,433 shares issued and outstanding at September 30, 2018 and December 31, 2017 | 24,743 | 24,743 |
Additional paid-in capital | 2,635,896 | 2,635,896 |
Accumulated deficit | (24,743,662) | (19,980,559) |
Total deficit | (22,083,023) | (17,319,920) |
Total liabilities and equity | $ 111,534 | $ 138,288 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 249,447,433 | 249,447,433 |
Common stock, shares outstanding | 249,447,433 | 249,447,433 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Sales revenue | $ 1,706 | $ 5,167 | $ 25,107 | $ 49,721 |
Cost of goods sold | 64,013 | 3,036 | 74,222 | 23,430 |
Gross profit (loss) | (62,307) | 2,131 | (49,115) | 26,291 |
Operating expenses: | ||||
Research and development | 48,214 | 60,535 | 214,598 | 204,292 |
Sales and marketing | 230 | 79 | 4,014 | 2,341 |
General and administrative | 334,754 | 201,201 | 692,978 | 580,690 |
Total operating expenses | 383,198 | 261,815 | 911,590 | 787,323 |
Loss from operations | (445,505) | (259,684) | (960,705) | (761,032) |
Other income (expense): | ||||
Interest expense | (1,192,194) | (648,131) | (2,950,490) | (1,776,470) |
Other expense | (79,466) | (101,486) | (851,908) | (156,698) |
Other income (expense), net | (1,271,660) | (749,617) | (3,802,398) | (1,933,168) |
Provision for taxes on income | 0 | 0 | 0 | 0 |
Net loss | $ (1,717,165) | $ (1,009,301) | $ (4,763,103) | $ (2,694,200) |
Net loss per common share - Basic and diluted | $ (0.01) | $ 0 | $ (0.02) | $ (0.01) |
Weighted average common shares outstanding - Basic and diluted | 249,447,433 | 249,447,433 | 249,447,433 | 249,447,433 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities: | ||
Net loss | $ (4,763,103) | $ (2,694,200) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt issuance costs and debt discount | 826,380 | 502,481 |
Write-down of inventory | 64,635 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,967) | (2,394) |
Inventory | 4,863 | 5,335 |
Due from related parties | 0 | (21,270) |
Prepaid expenses and other | (19,562) | (11,269) |
Other assets | (20,540) | 250 |
Accounts payable | 254,359 | 188,518 |
Accrued liabilities | 1,103,877 | 625,564 |
Net cash used in operating activities | (2,551,058) | (1,406,985) |
Investing Activities | ||
Net cash from investing activities | 0 | 0 |
Financing Activities: | ||
Proceeds from debt | 3,778,825 | 1,891,283 |
Payments of debt | (1,215,974) | (488,704) |
Net cash provided by financing activities | 2,562,851 | 1,402,579 |
Net change in cash (overdraft) | 11,793 | (4,406) |
Cash (overdraft), beginning of period | (11,118) | 5,454 |
Cash, end of period | 675 | 1,048 |
Cash paid for: | ||
Interest | 1,287,848 | 679,222 |
Income taxes | 0 | 0 |
Non-cash transactions: | ||
Debt issuance costs | 872,411 | 687,000 |
Debt reclassified as accrued liabilities | $ 839,072 | $ 0 |
1. Description of Business and
1. Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 — Description of Business and Summary of Significant Accounting Policies ExeLED Holdings, Inc. was incorporated in the State of Delaware on October 20, 1986 under the name “Verilink Corporation.” We have also been known as Energie Holdings, Inc. and Alas Aviation Corp. On December 31, 2013, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with OELC, LLC, a Delaware limited liability company, and its wholly-owned subsidiary, Énergie LLC (hereinafter referred to as, “Énergie”). The Share Exchange Agreement was not effective until July 2, 2014. We issued 33,000,000 shares of our common stock, representing approximately 65% of our then issued and outstanding voting securities, in exchange for all of the issued and outstanding member interests of Énergie. 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, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with two of our then wholly owned subsidiaries, Energie Holdings, Inc. and Alas Acquisition Company. 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 our entry into the LED lighting industry. Our management also changed. All references herein to “us,” “we,” “our,” “Holdings,” or the “Company” refer to ExeLED Holdings, Inc. and its subsidiaries, and their respective business following the consummation of the Merger and Share Exchange Agreements, unless the context otherwise requires. 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. Our 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. Our headquarters is located in Arvada, Colorado, and we also maintain a production and assembly facility in Zeeland, Michigan. Basis of Presentation The accompanying unaudited condensed consolidated balance sheet as of September 30, 2018, has been derived from our 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 year ended December 31, 2017. Significant Accounting Policy Updates Revenue Recognition During the first quarter of 2018, we adopted the following accounting principles related to revenue recognition: (a) FASB ASU 2016-12 “ Revenue from Contracts with Customers (Topic 606) Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815) Revenue from Contracts with Customers (Topic 606) Our revenues arise from contracts with customers and consists of operations segment product sales. The majority of our revenue is derived from distinct performance obligations, such as the delivery of a specific product. We may also enter into contracts with customers that identify a single, or few, distinct performance obligations, but that also have non-distinct, underlying performance obligations. These contracts are typically fulfilled within one to three months. Only an insignificant portion of our revenue would be assessed for allocation between distinct (contractual) performance obligations and non-distinct deliverables between reporting periods and, accordingly, we do not record a contract asset for completed, non-distinct performance obligations prior to invoicing the customer. We recognize revenue when the following criteria are met: Identify the contracts with the customer – Identify the performance obligations in the contract – Determine the transaction price – Allocate the transaction price to the performance obligations – Recognize revenue when (or as) the performance obligation is satisfied – Customer deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Customer deposits are recognized as revenue as we perform under the contract. Going Concern As shown in the accompanying condensed consolidated financial statements, we had an equity deficit of $22,083,023 and a working capital deficit of $21,545,632 as of September 30, 2018, and have reported net losses of $4,763,103 and $2,694,200 for the nine months ended September 30, 2018 and 2017, 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. Additionally, current economic conditions in the United States and globally create significant challenges attaining sufficient funding. Some of our debt agreements are due on demand. If demand for payment is made by one or multiple vendors, we would experience a liquidity issue as we do not currently have the funds available to pay off these debts. While we have entered into extensions with several of our lenders, there can be no assurances that any of the lenders will be cooperative or that if they are willing to provide extensions or forbearances, that the terms under which they may be willing to provide them will be favorable to us. Prepaid Expenses and Other We have created a joint venture with Kasper Consulting called Kas-Exe Parking Solutions LLC (“Kas-Exe”). The purpose of the joint venture is to capitalize on attractive business opportunities that present themselves. As of September 30, 2018, we have paid Kasper Consulting $43,148 in order to help launch Kas-Exe. At this point, the joint venture no longer seen as viable and we are in the process of being refunded the amounts paid to Kasper Consulting. The amount is included as prepaid expenses and other in the accompanying unaudited condensed consolidated financial statements. Inventory During the third quarter of 2018, we wrote down the full value of all inventory. We wrote down the full value of the inventory as we determined the inventory on hand to be either obsolete or slow-moving. We included the effect of the write-down on the condensed consolidated statements of operations in cost of goods sold. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Recently Issued Accounting Pronouncements The Financial Accounting Standards Board and other entities have issued other new or modifications to, or interpretations of, existing accounting guidance during 2018. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
2. Accounts receivable, net
2. Accounts receivable, net | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Accounts receivable, net | Note 2 — Accounts receivable, net The following is a summary of accounts receivable: September 30, December 31, 2017 Customer receivables $ 37,788 $ 35,821 Less: Allowance for uncollectible accounts (35,821 ) (35,821 ) $ 1,967 $ – |
3. Debt, net
3. Debt, net | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt, net | Note 3 — Debt, net Debt is comprised of the following: Description Note September 30, 2018 December 31, 2017 Line of credit A $ 6,531 $ 31,588 Note payable to distribution partner B 550,000 550,000 Investor debt C 371,507 371,507 Related party debt D 12,659,270 10,038,037 Other notes payable E 642,444 1,021,937 Cash draw notes F 717,590 338,083 Convertible promissory notes G 58,937 58,937 Total 15,006,279 12,410,089 Less: unamortized discount and debt issuance costs (530,979 ) (484,948 ) Debt, net of unamortized discount and debt issuance costs 14,475,300 11,925,141 Less: current portion (13,902,742 ) (11,249,083 ) Debt, long-term portion $ 572,558 $ 676,058 A – Line of Credit B Note payable to distribution partner C Investor Debt – September 30, 2018 December 31, 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% 113,720 113,720 various $ 371,507 $ 371,507 D Related Parties Debt – September 30, 2018 December 31, Interest Rate D1 $ 4,635,865 $ 4,635,865 various D2 34,888 34,888 12% D3 366,550 362,550 various D4 1,205,234 1,205,234 18% D5 6,416,733 3,799,500 6% Total $ 12,659,270 $ 10,038,037 D1 D2 D3 D4 D5 E Other Notes Payable – F – Cash draw agreements G Convertible promissory notes – Our defense in this matter is based in part on a separate action filed by the Securities and Exchange Commission against unrelated defendants in the U.S. District Court for the Southern District of Florida alleging that the defendant there, which follows the same business model as LG, has violated federal securities laws by not registering as a dealer. We understand that LG also was not and is not registered as a dealer even though it too should be given it too trades securities for its own account as part of its business. The SEC asserts that all gains reaped by defendants in the attached complaint should be disgorged due to the ill-gotten gains received. LG has, admittedly, likewise received substantial profits trading our stock for its own account. As a result, we have filed an amended answer, alleging that LG is entitled to no recovery, and that it should disgorge to us all gains unlawfully received from selling our shares of common stock. Debt issuance costs of $530,979 are being amortized over the life of the respective notes. |
4. Commitments and Contingencie
4. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 — Commitments and Contingencies To the best of the Company’s knowledge and belief, no current legal proceedings of merit are currently pending or threatened against the Company, other than those described in the paragraph below as well as in Notes 3 (E), 3 (F), and 3 (G). During November 2017, Autumnwood Investments, LLC requested a summary judgment for a note that was in default as principal and interest payments were not made in accordance with the note. The note had consolidated past due rent amounts and interest due to Autumwood. In January 2018, a summary judgment in the amount of $475,832, which represents the total principal and interest outstanding on the note as of October 31, 2017, was granted to Autumnwood by the court. The principal balance of the note has been reclassified from debt to accrued liabilities. The interest that had accrued on the note was already included in accrued liabilities. |
5. Net Loss Per Share
5. Net Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 5 — 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. In a net loss position, however, potential securities are excluded, because they are considered anti-dilutive. There are no dilutive instruments outstanding during the nine months ended September 30, 2018 and 2017. |
6. Subsequent Events
6. Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 6 — Subsequent Events There are no events subsequent to September 30, 2018 and up to the date of this filing that require disclosure. |
1. Description of Business an_2
1. Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Descripton 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. Our 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. Our headquarters is located in Arvada, Colorado, and we also maintain a production and assembly facility in Zeeland, Michigan. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated balance sheet as of September 30, 2018, has been derived from our 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 year ended December 31, 2017. |
Revenue Recognition | Significant Accounting Policy Updates Revenue Recognition During the first quarter of 2018, we adopted the following accounting principles related to revenue recognition: (a) FASB ASU 2016-12 “ Revenue from Contracts with Customers (Topic 606) Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815) Revenue from Contracts with Customers (Topic 606) Our revenues arise from contracts with customers and consists of operations segment product sales. The majority of our revenue is derived from distinct performance obligations, such as the delivery of a specific product. We may also enter into contracts with customers that identify a single, or few, distinct performance obligations, but that also have non-distinct, underlying performance obligations. These contracts are typically fulfilled within one to three months. Only an insignificant portion of our revenue would be assessed for allocation between distinct (contractual) performance obligations and non-distinct deliverables between reporting periods and, accordingly, we do not record a contract asset for completed, non-distinct performance obligations prior to invoicing the customer. We recognize revenue when the following criteria are met: Identify the contracts with the customer – Identify the performance obligations in the contract – Determine the transaction price – Allocate the transaction price to the performance obligations – Recognize revenue when (or as) the performance obligation is satisfied – Customer deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Customer deposits are recognized as revenue as we perform under the contract. |
Going Concern | Going Concern As shown in the accompanying condensed consolidated financial statements, we had an equity deficit of $22,083,023 and a working capital deficit of $21,545,632 as of September 30, 2018, and have reported net losses of $4,763,103 and $2,694,200 for the nine months ended September 30, 2018 and 2017, 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. Additionally, current economic conditions in the United States and globally create significant challenges attaining sufficient funding. Some of our debt agreements are due on demand. If demand for payment is made by one or multiple vendors, we would experience a liquidity issue as we do not currently have the funds available to pay off these debts. While we have entered into extensions with several of our lenders, there can be no assurances that any of the lenders will be cooperative or that if they are willing to provide extensions or forbearances, that the terms under which they may be willing to provide them will be favorable to us. |
Prepaid Expenses and Other | Prepaid Expenses and Other We have created a joint venture with Kasper Consulting called Kas-Exe Parking Solutions LLC (“Kas-Exe”). The purpose of the joint venture is to capitalize on attractive business opportunities that present themselves. As of September 30, 2018, we have paid Kasper Consulting $43,148 in order to help launch Kas-Exe. At this point, the joint venture no longer seen as viable and we are in the process of being refunded the amounts paid to Kasper Consulting. The amount is included as prepaid expenses and other in the accompanying unaudited condensed consolidated financial statements. |
Inventory | Inventory During the third quarter of 2018, we wrote down the full value of all inventory. We wrote down the full value of the inventory as we determined the inventory on hand to be either obsolete or slow-moving. We included the effect of the write-down on the condensed consolidated statements of operations in cost of goods sold. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board and other entities have issued other new or modifications to, or interpretations of, existing accounting guidance during 2018. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
2. Accounts receivable, net (Ta
2. Accounts receivable, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | September 30, December 31, 2017 Customer receivables $ 37,788 $ 35,821 Less: Allowance for uncollectible accounts (35,821 ) (35,821 ) $ 1,967 $ – |
3. Debt, net (Tables)
3. Debt, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Description Note September 30, 2018 December 31, 2017 Line of credit A $ 6,531 $ 31,588 Note payable to distribution partner B 550,000 550,000 Investor debt C 371,507 371,507 Related party debt D 12,659,270 10,038,037 Other notes payable E 642,444 1,021,937 Cash draw notes F 717,590 338,083 Convertible promissory notes G 58,937 58,937 Total 15,006,279 12,410,089 Less: unamortized discount and debt issuance costs (530,979 ) (484,948 ) Debt, net of unamortized discount and debt issuance costs 14,475,300 11,925,141 Less: current portion (13,902,742 ) (11,249,083 ) Debt, long-term portion $ 572,558 $ 676,058 |
Schedule of investor debt | September 30, 2018 December 31, 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% 113,720 113,720 various $ 371,507 $ 371,507 |
Schedule of related party debt | September 30, 2018 December 31, Interest Rate D1 $ 4,635,865 $ 4,635,865 various D2 34,888 34,888 12% D3 366,550 362,550 various D4 1,205,234 1,205,234 18% D5 6,416,733 3,799,500 6% Total $ 12,659,270 $ 10,038,037 D1 D2 D3 D4 D5 |
1. Description of Business an_3
1. Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Equity deficit | $ (22,083,023) | $ (22,083,023) | $ (17,319,920) | ||
Working Capital | (21,545,632) | (21,545,632) | |||
Net Income Loss | (1,717,165) | $ (1,009,301) | (4,763,103) | $ (2,694,200) | |
Prepaid expenses | 73,725 | 73,725 | $ 54,163 | ||
Kas-Exe Parking Solutions [Member] | |||||
Prepaid expenses | $ 43,148 | $ 43,148 |
2. Accounts receivable (Details
2. Accounts receivable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Customer receivables | $ 37,788 | $ 35,821 |
Less: Allowance for uncollectible accounts | (35,821) | (35,821) |
Accounts receivable, net | $ 1,967 | $ 0 |
3. Debt, net (Details - Debt)
3. Debt, net (Details - Debt) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Line of credit | $ 6,531 | $ 31,588 |
Note payable to distribution partner | 550,000 | 550,000 |
Investor debt | 371,507 | 371,507 |
Related party debt | 12,659,270 | 10,038,037 |
Other notes payable | 642,444 | 1,021,937 |
Cash draw notes | 717,590 | 338,083 |
Convertible promissory notes | 58,937 | 58,937 |
Total | 15,006,279 | 12,410,089 |
Less: unamortized discount | (530,979) | (484,948) |
Debt, net of unamortized discount | 14,475,300 | 11,925,141 |
Less: current portion, net of unamortized discount | (13,902,742) | (11,249,083) |
Debt, long-term portion | $ 572,558 | $ 676,058 |
3. Debt (Details - Investor Deb
3. Debt (Details - Investor Debt) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Investor Debt | $ 371,507 | $ 371,507 |
Investor Debt 1 | ||
Investor Debt | $ 87,787 | $ 87,787 |
Investor Debt, Interest Rate | 24.00% | 24.00% |
Investor Debt 2 | ||
Investor Debt | $ 50,000 | $ 50,000 |
Investor Debt, Interest Rate | 24.00% | 24.00% |
Investor Debt 3 | ||
Investor Debt | $ 50,000 | $ 50,000 |
Investor Debt, Interest Rate | 24.00% | 24.00% |
Investor Debt 4 | ||
Investor Debt | $ 25,000 | $ 25,000 |
Investor Debt, Interest Rate | 8.00% | 8.00% |
Investor Debt 5 | ||
Investor Debt | $ 25,000 | $ 25,000 |
Investor Debt, Interest Rate | 8.00% | 8.00% |
Investor Debt 6 | ||
Investor Debt | $ 20,000 | $ 20,000 |
Investor Debt, Interest Rate | 2.00% | 2.00% |
Investor Debt 7 | ||
Investor Debt | $ 113,720 | $ 113,720 |
Investor debt, interest rate | various |
3. Debt (Details - Related Part
3. Debt (Details - Related Party Debt) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Debt | $ 12,659,270 | $ 10,038,037 |
Symbiote [Member] | ||
Related Party Debt | $ 4,635,865 | 4,635,865 |
Related party interest rate | various | |
Accounts payable, related parties | $ 1,565,207 | |
Chief Executive Officer [Member] | ||
Related Party Debt | $ 34,888 | 34,888 |
Related party interest rate | 12% | |
Accounts payable, related parties | $ 939,681 | |
Spouse of CEO [Member] | ||
Related Party Debt | $ 366,550 | 362,550 |
Related party interest rate | various | |
Interest payable | $ 245,444 | |
Consulting Firm [Member] | ||
Related Party Debt | $ 1,205,234 | 1,205,234 |
Related party interest rate | 18% | |
Interest payable | $ 456,673 | |
Shareholders of Symbiote [Member] | ||
Related Party Debt | $ 6,416,733 | $ 3,799,500 |
Related party interest rate | 6% | |
Interest payable | $ 264,492 |
3. Debt, net (Details Narrative
3. Debt, net (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Line of credit balance | $ 6,531 | $ 31,588 |
Accrued liabilities | 4,571,284 | $ 2,628,335 |
Debt issuance costs | $ 530,979 | |
Note payable to distribution partner [Member] | ||
Interest rate description | 5% payable quarterly | |
Debt maturity date | Sep. 30, 2019 | |
Other notes payable [Member] | ||
Interest rate description | between 6% and 24% | |
Cash draw agreements [Member] | ||
Interest rate description | no stated interest rate | |
Debt maturity dates | November 2018 to January 2019 | |
ML Factors Funding [Member] | ||
Accrued liabilities | $ 240,480 | |
Green Capital Funding [Member] | ||
Accrued liabilities | 312,056 | |
Queen Funding [Member] | ||
Accrued liabilities | $ 304,826 | |
Line Of Credit [Member] | ||
Line of credit interest rate | 10.50% | |
Line of credit balance | $ 6,531 |
4. Commitments and Contingenc_2
4. Commitments and Contingencies (Details Narrative) | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Other commitment | $ 475,832 |
5. Net Loss Per Share (Details
5. Net Loss Per Share (Details Narrative) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities | 0 | 0 |