Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 16, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | ExeLED Holdings Inc. | ||
Entity Central Index Key | 774,937 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
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 Public Float | $ 2,444,161 | ||
Entity Common Stock, Shares Outstanding | 249,447,433 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 5,454 | |
Receivables, net | 31 | |
Prepaid expenses and other | 54,163 | 48,307 |
Total current assets | 123,661 | 210,970 |
Noncurrent assets: | ||
Deposits | 14,627 | 6,450 |
Total assets | 138,288 | 217,420 |
Current liabilities: | ||
Cash overdraft | 11,118 | |
Accounts payable | 2,893,614 | 2,988,439 |
Accrued liabilities | 2,628,335 | 1,858,127 |
Debt, current portion, net of discount and debt issuance costs | (11,249,083) | (8,451,781) |
Total current liabilities | 16,782,150 | 13,298,347 |
Debt, long-term portion | 676,058 | 220,000 |
Total liabilities | 17,458,208 | 13,518,347 |
Commitments and contingencies (Note 6) | ||
Equity: | ||
Common stock, $.0001 par value; 250,000,000 shares authorized; 249,447,433 shares issued and outstanding at December 31, 2017 and 2016 | 24,743 | 24,743 |
Additional paid-in capital | 2,635,896 | 2,635,896 |
Accumulated deficit | (19,980,559) | (15,961,566) |
Total deficit | (17,319,920) | (13,300,927) |
Total liabilities and equity | $ 138,288 | $ 217,420 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 249,447,433 | 249,447,433 |
Common stock, shares outstanding | 249,447,433 | 249,447,433 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 58,835 | $ 439,278 |
Cost of revenue | 32,681 | 216,949 |
Gross profit | 26,154 | 222,329 |
Operating expenses: | ||
Research and development | 269,447 | 249,687 |
Sales and marketing | 3,172 | 68,130 |
General and administrative | 905,156 | 1,197,975 |
Total operating expenses | 1,177,775 | 1,515,792 |
Loss from operations | (1,151,621) | (1,293,463) |
Other income (expense): | ||
Interest expense | (2,626,783) | (1,872,684) |
Loss on conversion of debt | (114,793) | |
Other | (240,589) | (174,287) |
Other income (expense), net | (2,867,372) | (2,161,764) |
Net loss | $ 4,018,993 | $ (3,455,227) |
Net loss per common share Basic and diluted | $ (0.02) | $ (0.02) |
Weighted average common shares outstanding: Basic and diluted | 249,447,433 | 176,839,038 |
Shareholders Equity
Shareholders Equity - USD ($) | Common Stock | Additional Paid-In Capital | Retained Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 113,914,718 | |||
Beginning Balance Amount at Dec. 31, 2015 | $ 11,191 | $ 2,446,196 | $ (12,506,339) | $ (10,048,952) |
Net loss | (3,455,227) | |||
Conversion of debt, Shares | 135,532,715 | |||
Conversion of debt, Amount | $ 13,552 | 189,700 | 203,252 | |
Consolidated net loss | (3,455,227) | (3,455,227) | ||
Ending Balance, Shares at Dec. 31, 2016 | 249,447,433 | |||
Ending Balance, Amount at Dec. 31, 2016 | $ 24,743 | 2,635,896 | (15,961,566) | (13,300,927) |
Net loss | 4,018,993 | |||
Shares reserved for issuance, Amount at Dec. 31, 2017 | (4,018,993) | (4,018,993) | ||
Ending Balance, Shares at Dec. 31, 2017 | 249,447,433 | |||
Ending Balance, Amount at Dec. 31, 2017 | $ 24,743 | $ 2,635,896 | $ (19,980,559) | $ (17,319,920) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Activities: | ||
Net loss | $ 4,018,993 | $ (3,455,227) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt issuance costs | 723,607 | 316,026 |
Amortization of debt discount | 72,310 | |
Loss on conversion of debt | 114,791 | |
Changes in operating assets and liabilities (net of Share Exchange): | ||
Accounts receivable | 31 | 8,520 |
Inventory | 87,680 | 32,973 |
Prepaid expenses | (14,033) | 10,347 |
Accounts payable | 352,071 | 851,735 |
Accrued liabilities | 905,370 | 787,748 |
Net cash used in operating activities | (1,964,267) | (1,260,777) |
Investing Activities | ||
Net cash from investing activities | ||
Financing Activities: | ||
Proceeds from debt | 2,717,446 | 1,723,411 |
Payments of debt | (769,751) | (475,167) |
Net cash provided by financing activities | 1,947,695 | 1,248,244 |
Net change in cash | (16,572) | (12,533) |
Cash, beginning of period | 5,454 | 17,987 |
Cash, end of period | 11,118 | 5,454 |
Cash paid for: | ||
Interest | 905,927 | 692,661 |
Income taxes | ||
Non-cash transactions: | ||
Debt converted to common stock | 82,800 | |
Accounts payable converted to debt | 446,896 | 368,693 |
Accrued liabilities converted to debt | 135,162 | 5,661 |
Debt issuance costs | $ 928,000 | $ 495,223 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 – Description of Business and Summary of Significant Accounting Policies Formation of the Company 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, 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 are described below. Upon effectiveness, we issued 33,000,000 “restricted” 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 Energie. 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 subsidiary, 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. 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. Energie 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 Arvada, Colorado, and we also maintain a production and assembly facility in Zeeland, Michigan. Basis of Presentation Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result. Going Concern As shown in the accompanying financial statements, we had an equity deficit of $17,319,920 and a working capital deficit of $16,658,489 as of December 31, 2017, and have reported net losses of $4,018,993 and 3,455,227, respectively, for the years ended December 31, 2017 and 2016. 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 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. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Summary of Significant Accounting Policies Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase. Accounts receivable We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to Other income (expense) in the consolidated statements of operations. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. At our discretion, we may sell our accounts receivable with recourse in order to accelerate the receipt of cash. Upon the sale of selected accounts receivable, title transfers to the counterparty to the factoring agreement, we receive 85% of the face amount sold, and we remove the account receivable from our balance. We pay a commission and, if the balance is not collected by the counterparty within 30 days, a factoring fee. We are responsible for repaying the factoring counterparty for any amounts they are unable to collect. The factoring counterparty retains a reserve in the event the amount they ultimately collect is less than the amount paid to us. Depending on the volume of activity and uncollected accounts, therefore, we may have a receivable from or a liability to the factoring counterparty. Inventory Inventory is stated at the lower of cost or net realizable value, using the first-in, first-out method (“FIFO”) to determine cost. We monitor inventory cost compared to selling price in order to determine if a lower of cost or net realizable value mark-down is necessary. Inventory consists only of raw materials. Intangible assets Our intangible assets consist of the following: UL Listings TM Trademarks Marketing and design Intangible assets are recorded at the cost to acquire the intangible, net of amortization over their estimated useful lives on a straight-line basis. We determine the useful lives of our intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Property and equipment Property and equipment are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of our assets, which are reviewed periodically. Impairment of long-lived assets When facts and circumstances indicate that the carrying value of long-lived assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of revenues and the resulting gross profit and cash flows. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized, if any, is the amount by which the carrying amount of the asset (or asset group) exceeds the fair value. We may use a variety of methods to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions we believe hypothetical marketplace participants would use. We have the option to perform a qualitative assessment of long-lived assets prior to completing the impairment test described above. We must assess whether it is more likely than not that the fair value of the long-lived assets is less than their carrying amount. If we conclude that this is the case, we must perform the test described above. Otherwise, we do not need to perform any further assessment. As a result of applying the above procedures, we fully impaired all long-lived assets during the year ended December 31, 2014. Since that time, we have not acquired any long-lived assets. Warranty reserve We provide limited product warranty for one year on our products and, accordingly, accrue an estimate of the related warranty expense at the time of sale, included in Accrued liabilities on the consolidated balance sheets. Convertible debt We first evaluate our convertible debt to determine whether the conversion feature is an embedded derivative that requires bifurcation and derivative treatment. Based on our analysis, we determined derivative treatment was not required. We then evaluate whether the conversion feature is a beneficial conversion feature. Our convertible debt is treated as a liability and permits settlement in cash. Accordingly, in order to determine the value of the conversion feature, we compared the estimated fair value of the convertible debt to the fair value of debt that did not have the conversion feature. Based on this analysis, we concluded that the value of the conversion feature was immaterial. Revenue recognition We recognize revenue when the four revenue recognition criteria are met, as follows: · Persuasive evidence of an arrangement exists · Delivery · The price is fixed or determinable · Collectability is reasonably assured Refunds and returns, which are minimal, are recorded as a reduction of revenue. Payments received by customers prior to our satisfying the above criteria are recorded as unearned income in the consolidated balance sheets. Shipping and handling Payments by customers to us for shipping and handling costs are included in revenue on the consolidated statements of operations, while our expense is included in cost of revenues. Shipping and handling for inventory and materials purchased by us is included as a component of inventory on the consolidated balance sheets, and in cost of revenues in the consolidated statements of operations when the product is sold. Research and development costs Internal costs related to research and development efforts on existing or potential products are expensed as incurred. External costs incurred for intangible assets, such as UL listing costs and attorney fees for patents, are capitalized. Income taxes We recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amount of our assets and liabilities. We monitor our deferred tax assets and evaluate the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that we believe do not meet the more-likely-than-not recognition criteria. We also evaluate whether we have any uncertain tax positions and would record a reserve if we believe it is more-likely-than-not our position would not prevail with the applicable tax authorities. Our assessment of tax positions as of December 31, 2017 and 2016, determined that there were no material uncertain tax positions. Concentration of credit risk Financial instruments that potentially subject us to concentrations of credit risk consist of accounts receivable and the amount due, if any, from our factoring counterparty. For the year ended December 31, 2017 three customers represented more than 52% of our total revenues. As of December 31, 2017, our accounts receivable balance was not material to the overall consolidated financial statements. Fair value of financial instruments Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and long-term debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of our long-term debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. In August 2016, the FASB issued ASU No. 2016-15 (ASU 2016-15), Statement of Cash Flows (Topic 230) In February 2016, the FASB issued ASU No. 2016-02 (ASU 2016-02), Leases (Topic 842). In November 2015, the FASB issued ASU No. 2015-17 (ASU 2015-17), Income Taxes (Topic 740). In May 2016, the FASB issued ASU No. 2016-12 (ASU 2016-12), Revenue from Contracts with Customers (Topic 606). In May 2016, the FASB issued ASU No. 2016-11 (ASU 2016-11), Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815). In April 2016, the FASB issued ASU No. 2016-10 (ASU 2016-10), Revenue from Contracts with Customers (Topic 606). We have reviewed our contracts with customers, identified the rights of the parties, evaluated the payment terms, assessed the commercial substance of the contracts, and estimated the probability of collectability. We have also considered the goods and services we deliver compared to the contractual performance obligations. Our agreements predominantly have a fixed price for the goods or services to be delivered, we do not provide financing, and we settle in cash. Each separate performance obligation within our contracts with customers is priced individually, and we recognize revenue as each good or service is delivered, meaning when the performance obligation is satisfied. Based on this assessment, adoption of the three ASUs immediately above will not have a significant impact on our consolidated results of operations, cash flows or financial position. Other recent accounting pronouncements issued by the FASB and the SEC did not, or management believes will not, have a material impact on our present or future consolidated financial statements. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Receivables | Note 2 – Receivables Receivables consist of the following: December 31, 2017 2016 Customer receivables $ 35,821 $ 14,432 Less: Allowance for uncollectible accounts (35,821 ) (14,401 ) — $ 31 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note 3 – Debt Debt consists of the following: December 31, Description Note 2017 2016 Line of credit A $ 31,588 $ 47,000 Note payable to distribution partner B 550,000 550,000 Investor debt C 371,507 371,507 Related party debt D 10,038,037 6,719,979 Other notes payable E 1,021,937 981,137 Cash draw agreements F 338,083 211,076 Convertible promissory notes G 58,937 71,637 Total 12,410,089 8,952,336 Less: unamortized discount and debt issuance costs (484,948 ) (280,555 ) Debt, net of unamortized discount and debt issuance costs 11,925,141 8,671,781 Less: current portion (11,249,083 ) (8,451,781 ) Debt, long-term portion $ 676,058 $ 220,000 A – L i e i B No t a l t i t i ti t 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. C Investor Debt – t l e r v i n e e i Holdings at December 31, 2017 and 2016 December 31, 2017 2016 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 Party Debt December 31, 2017 2016 Interest Rate D1 $ 4,635,865 $ 4,635,865 various D2 34,888 34,888 12 % D3 362,550 356,550 various D4 1,205,234 668,176 18 % D5 3,799,500 1,024,500 6 % Total $ 10,038,037 $ 6,719,979 D1 D2 D3 D4 D5 E O t h t a l 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 $484,948 are being amortized over the life of their respective notes. The future maturities of debt are as follows: Year ending December 31, 2018 $ 11,249,083 2019 670,058 2020 6,000 $ 11,925,141 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity | Note 4 – Equity We have authorized 5,000,000 shares of preferred stock at $0.0001 par value, with no shares issued and outstanding as of December 31, 2017. Upon issuing preferred stock, if any, the terms of each tranche of issuance may be determined by our board of directors, including dividends and voting rights. In July 2014, we entered into an agreement with Dutchess Opportunity Fund, II, LP (“Dutchess”), under which Dutchess has agreed to purchase from us 5,000,000 shares of our common stock, up to $5 million, during a 36 month period commencing on the date a Registration Statement on Form S-1 was declared effective, October 29, 2014. We will sell these shares to Dutchess at a price equal to 94% of the lowest daily volume weighted-average price of our common stock during the five consecutive trading days beginning on the day we make notice to Dutchess and ending on and including the date that is four trading days after such notice. We have the right to withdraw all or any portion of any put before the closing, subject to certain limitations. As part of the agreement with Dutchess, we transferred 2,000,000 shares of our common stock for no proceeds. We will receive proceeds when we make notice to Dutchess to sell these shares. The market price of the 2,000,000 shares was $40,000, based on the trading price on the date of transfer. If we do not make notice to Dutchess, these shares will be returned to us at the end of the 36 month contractual period. As of December 31, 2017, we had not made notice to Dutchess to sell any of these shares. Accordingly, the net impact to our stockholders’ equity is zero. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 – Commitments and Contingencies Future minimum rental payments required under all leases that have remaining non-cancelable lease terms in excess of one year as of December 31, 2017, are as follows: 2018 $ 28,890 $ 28,890 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 – Income Taxes On December 22, 2017, the Tax Reform Act was signed into law which significantly changed U.S. tax law by, among other things, lowering the corporate income tax rate from 35% to 21% effective January 1, 2018, allowing for the acceleration of expensing for certain business assets, requiring companies to pay a one-time transition tax on certain un-remitted earnings of foreign subsidiaries, and eliminating U.S. federal income tax on dividends from foreign subsidiaries. We have no tax provision for any period presented due to history of operating losses. As of December 31, 2017, we had deferred tax assets of $4,746,539, resulting from certain temporary differences and net operating loss (“NOL”) carry-forwards, which are available to offset future taxable income, if any, through 2036. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as management has determined that their realization is not likely to occur and accordingly, we have recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The components of the provision for income taxes are as follows: Year ended December 31, 2017 2016 Current tax provision Federal $ (1,289,209 ) $ (1,100,820 ) State (167,508 ) (143,630 ) (1,456,717 ) (1,244,450 ) Deferred tax provision Federal 1,289,209 1,100,820 State 167,508 143,630 1,456,717 1,244,450 $ — $ — The components of net deferred tax assets and liabilities are as follows: Year ended December 31, 2017 2016 Current deferred tax asset (liability): Inventory reserve $ 97,554 $ 67,430 Warranty reserve 7,148 7,148 Net operating loss carryforward 4,641,837 3,185,120 Valuation allowance (4,746,539 ) (3,259,698 ) — — Long-term deferred tax asset (liability) Long-lived assets 101,277 112,895 Valuation allowance (101,277 ) (112,895 ) Net deferred tax asset (liability) $ — $ — A reconciliation of our income tax provision and the amounts computed by applying statutory rates to income before income taxes is as follows: Year ended December 31, 2017 2016 Income tax benefit at statutory rate $ (1,366,458 ) $ (1,169,297 ) State income tax, net of Federal benefit (122,812 ) (105,092 ) Amortization of debt discount — 27,793 Other 14,047 7,130 Valuation allowance 1,475,223 1,239,466 $ — $ — |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
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. In a net loss position, however, potential securities are excluded, because they are considered anti-dilutive. 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 years ended December 31, 2017 and 2016. The following table presents a reconciliation of the denominators used in the computation of net loss per share – basic and diluted: Year ended December 31, 2017 2016 Net loss available for stockholders $ (4,018,993 ) $ (3,455,227 ) Weighted average outstanding shares of common stock 249,447,443 176,839,038 Dilutive effect of securities — — Common stock and equivalents 249,447,443 176,839,038 Net loss per share – Basic and diluted $ (0.02 ) $ (0.02 ) There are no dilutive instruments outstanding during the years ended December 31, 2017 and 2016. |
Description of Business and S14
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Formation of the Company | Formation of the Company 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, 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 are described below. Upon effectiveness, we issued 33,000,000 “restricted” 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 Energie. 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 subsidiary, and their respective business following the consummation of the Merger and Share Exchange Agreements, unless the context otherwise requires. |
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. 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. Energie 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 Arvada, Colorado, and we also maintain a production and assembly facility in Zeeland, Michigan. |
Basis of Presentation | Basis of Presentation Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result. |
Going Concern | Going Concern As shown in the accompanying financial statements, we had an equity deficit of $17,319,920 and a working capital deficit of $16,658,489 as of December 31, 2017, and have reported net losses of $4,018,993 and 3,455,227, respectively, for the years ended December 31, 2017 and 2016. 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 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. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase. |
Accounts receivable | Accounts receivable We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to Other income (expense) in the consolidated statements of operations. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. At our discretion, we may sell our accounts receivable with recourse in order to accelerate the receipt of cash. Upon the sale of selected accounts receivable, title transfers to the counterparty to the factoring agreement, we receive 85% of the face amount sold, and we remove the account receivable from our balance. We pay a commission and, if the balance is not collected by the counterparty within 30 days, a factoring fee. We are responsible for repaying the factoring counterparty for any amounts they are unable to collect. The factoring counterparty retains a reserve in the event the amount they ultimately collect is less than the amount paid to us. Depending on the volume of activity and uncollected accounts, therefore, we may have a receivable from or a liability to the factoring counterparty. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, using the first-in, first-out method (“FIFO”) to determine cost. We monitor inventory cost compared to selling price in order to determine if a lower of cost or net realizable value mark-down is necessary. Inventory consists only of raw materials. |
Intangible assets | Intangible assets Our intangible assets consist of the following: UL Listings TM Trademarks Marketing and design Intangible assets are recorded at the cost to acquire the intangible, net of amortization over their estimated useful lives on a straight-line basis. We determine the useful lives of our intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. |
Property and equipment | Property and equipment Property and equipment are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of our assets, which are reviewed periodically. |
Impairment of long-lived assets | Impairment of long-lived assets When facts and circumstances indicate that the carrying value of long-lived assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of revenues and the resulting gross profit and cash flows. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized, if any, is the amount by which the carrying amount of the asset (or asset group) exceeds the fair value. We may use a variety of methods to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions we believe hypothetical marketplace participants would use. We have the option to perform a qualitative assessment of long-lived assets prior to completing the impairment test described above. We must assess whether it is more likely than not that the fair value of the long-lived assets is less than their carrying amount. If we conclude that this is the case, we must perform the test described above. Otherwise, we do not need to perform any further assessment. As a result of applying the above procedures, we fully impaired all long-lived assets during the year ended December 31, 2014. Since that time, we have not acquired any long-lived assets. |
Warranty reserve | Warranty reserve We provide limited product warranty for one year on our products and, accordingly, accrue an estimate of the related warranty expense at the time of sale, included in Accrued liabilities on the consolidated balance sheets. |
Convertible debt | Convertible debt We first evaluate our convertible debt to determine whether the conversion feature is an embedded derivative that requires bifurcation and derivative treatment. Based on our analysis, we determined derivative treatment was not required. We then evaluate whether the conversion feature is a beneficial conversion feature. Our convertible debt is treated as a liability and permits settlement in cash. Accordingly, in order to determine the value of the conversion feature, we compared the estimated fair value of the convertible debt to the fair value of debt that did not have the conversion feature. Based on this analysis, we concluded that the value of the conversion feature was immaterial. |
Revenue recognition | Revenue recognition We recognize revenue when the four revenue recognition criteria are met, as follows: · Persuasive evidence of an arrangement exists · Delivery · The price is fixed or determinable · Collectability is reasonably assured Refunds and returns, which are minimal, are recorded as a reduction of revenue. Payments received by customers prior to our satisfying the above criteria are recorded as unearned income in the consolidated balance sheets. |
Shipping and handling | Shipping and handling Payments by customers to us for shipping and handling costs are included in revenue on the consolidated statements of operations, while our expense is included in cost of revenues. Shipping and handling for inventory and materials purchased by us is included as a component of inventory on the consolidated balance sheets, and in cost of revenues in the consolidated statements of operations when the product is sold. |
Research and development costs | Research and development costs Internal costs related to research and development efforts on existing or potential products are expensed as incurred. External costs incurred for intangible assets, such as UL listing costs and attorney fees for patents, are capitalized. |
Income taxes | Income taxes We recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amount of our assets and liabilities. We monitor our deferred tax assets and evaluate the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that we believe do not meet the more-likely-than-not recognition criteria. We also evaluate whether we have any uncertain tax positions and would record a reserve if we believe it is more-likely-than-not our position would not prevail with the applicable tax authorities. Our assessment of tax positions as of December 31, 2017 and 2016, determined that there were no material uncertain tax positions. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject us to concentrations of credit risk consist of accounts receivable and the amount due, if any, from our factoring counterparty. For the year ended December 31, 2017 three customers represented more than 52% of our total revenues. As of December 31, 2017, our accounts receivable balance was not material to the overall consolidated financial statements. |
Fair value of financial instruments | Fair value of financial instruments Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and long-term debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of our long-term debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2017, the FASB issued ASU No. 2017-09 (ASU 2017-09), Scope of Modification Accounting (Topic 718. This guidance clarifies the accounting for when the terms of a share-based award are modified. The ASU is effective for annual reporting periods beginning after December 15, 2017, and for interim periods within those years, with early adoption permitted. We do not currently expect this ASU to have a significant impact on our consolidated financial statements and related disclosures In May 2016, the FASB issued ASU No. 2016-12 (ASU 2016-12), Revenue from Contracts with Customers (Topic 606). In May 2016, the FASB issued ASU No. 2016-11 (ASU 2016-11), Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815). In April 2016, the FASB issued ASU No. 2016-10 (ASU 2016-10), Revenue from Contracts with Customers (Topic 606). We have reviewed our contracts with customers, identified the rights of the parties, evaluated the payment terms, assessed the commercial substance of the contracts, and estimated the probability of collectability. We have also considered the goods and services we deliver compared to the contractual performance obligations. Our agreements predominantly have a fixed price for the goods or services to be delivered, we do not provide financing, and we settle in cash. Each separate performance obligation within our contracts with customers is priced individually, and we recognize revenue as each good or service is delivered, meaning when the performance obligation is satisfied. Based on this assessment, adoption of the three ASUs immediately above will not have a significant impact on our consolidated results of operations, cash flows or financial position. Other recent accounting pronouncements issued by the FASB and the SEC did not, or management believes will not, have a material impact on our present or future consolidated financial statements. |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Receivables | December 31, 2017 2016 Customer receivables $ 35,821 $ 14,432 Less: Allowance for uncollectible accounts (35,821 ) (14,401 ) — $ 31 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | December 31, Description Note 2017 2016 Line of credit A $ 31,588 $ 47,000 Note payable to distribution partner B 550,000 550,000 Investor debt C 371,507 371,507 Related party debt D 10,038,037 6,719,979 Other notes payable E 1,021,937 981,137 Cash draw agreements F 338,083 211,076 Convertible promissory notes G 58,937 71,637 Total 12,410,089 8,952,336 Less: unamortized discount and debt issuance costs (484,948 ) (280,555 ) Debt, net of unamortized discount and debt issuance costs 11,925,141 8,671,781 Less: current portion (11,249,083 ) (8,451,781 ) Debt, long-term portion $ 676,058 $ 220,000 |
Investor Debt | December 31, 2017 2016 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 |
Related Party Debt | December 31, 2017 2016 Interest Rate D1 $ 4,635,865 $ 4,635,865 various D2 34,888 34,888 12 % D3 362,550 356,550 various D4 1,205,234 668,176 18 % D5 3,799,500 1,024,500 6 % Total $ 10,038,037 $ 6,719,979 |
Future Maturities of Debt | Year ending December 31, 2018 $ 11,249,083 2019 670,058 2020 6,000 $ 11,925,141 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 2018 $ 28,890 $ 28,890 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of the Provision for Income Taxes | Year ended December 31, 2017 2016 Current tax provision Federal $ (1,289,209 ) $ (1,100,820 ) State (167,508 ) (143,630 ) (1,456,717 ) (1,244,450 ) Deferred tax provision Federal 1,289,209 1,100,820 State 167,508 143,630 1,456,717 1,244,450 $ — $ — |
Components of Net Deferred Tax Assets and Liabilities | Year ended December 31, 2017 2016 Current deferred tax asset (liability): Inventory reserve $ 97,554 $ 67,430 Warranty reserve 7,148 7,148 Net operating loss carryforward 4,641,837 3,185,120 Valuation allowance (4,746,539 ) (3,259,698 ) — — Long-term deferred tax asset (liability) Long-lived assets 101,277 112,895 Valuation allowance (101,277 ) (112,895 ) Net deferred tax asset (liability) $ — $ — |
Reconciliation of Income Tax Provision | Year ended December 31, 2017 2016 Income tax benefit at statutory rate $ (1,366,458 ) $ (1,169,297 ) State income tax, net of Federal benefit (122,812 ) (105,092 ) Amortization of debt discount — 27,793 Other 14,047 7,130 Valuation allowance 1,475,223 1,239,466 $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Year ended December 31, 2017 2016 Net loss available for stockholders $ (4,018,993 ) $ (3,455,227 ) Weighted average outstanding shares of common stock 249,447,443 176,839,038 Dilutive effect of securities — — Common stock and equivalents 249,447,443 176,839,038 Net loss per share – Basic and diluted $ (0.02 ) $ (0.02 ) |
Description of Business and S20
Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Working Capital Deficit | $ 16,658,489 | |
Net Income Loss | $ 4,018,993 | $ (3,455,227) |
Receivables - Receivables (Deta
Receivables - Receivables (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Customer receivables | $ 35,821 | $ 14,432 |
Less: Allowance for uncollectible accounts | (35,821) | (14,401) |
Receivables, Net | $ 0 | $ 31 |
Debt - Debt (Details)
Debt - Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Line of credit | $ 31,588 | $ 47,000 |
Note payable to distribution partner | 550,000 | 550,000 |
Investor debt | 371,507 | 371,507 |
Related party debt | 10,038,037 | 6,719,979 |
Other notes payable | 1,021,937 | 981,137 |
Cash draw agreements | 338,083 | 211,076 |
Convertible promissory notes | 58,937 | 71,637 |
Total | 12,410,089 | 8,952,336 |
Less: unamortized discount | (484,948) | (280,555) |
Debt, net of unamortized discount | 11,925,141 | 8,671,781 |
Less: current portion, net of unamortized discount | (11,249,083) | (8,451,781) |
Debt, long-term portion | $ 676,058 | $ 220,000 |
Debt - Investor Debt (Details)
Debt - Investor Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Investor Debt Balances | $ 12,410,089 | $ 8,952,336 |
Investor Debt 1 | ||
Investor Debt Balances | $ 87,787 | $ 87,787 |
Investor Debt, Interest Rate | 24.00% | 24.00% |
Investor Debt 2 | ||
Investor Debt Balances | $ 50,000 | $ 50,000 |
Investor Debt, Interest Rate | 24.00% | 24.00% |
Investor Debt 3 | ||
Investor Debt Balances | $ 50,000 | $ 50,000 |
Investor Debt, Interest Rate | 24.00% | 24.00% |
Investor Debt 4 | ||
Investor Debt Balances | $ 25,000 | $ 25,000 |
Investor Debt, Interest Rate | 8.00% | 8.00% |
Investor Debt 5 | ||
Investor Debt Balances | $ 25,000 | $ 25,000 |
Investor Debt, Interest Rate | 8.00% | 8.00% |
Investor Debt 7 | ||
Investor Debt Balances | $ 20,000 | $ 113,720 |
Investor Debt, Interest Rate | 2.00% | |
Investor Debt 6 | ||
Investor Debt Balances | $ 113,720 | $ 20,000 |
Investor Debt, Interest Rate | 2.00% | |
Investor Debt Total | ||
Investor Debt Balances | $ 371,507 | $ 371,507 |
Debt - Related Party Debt (Deta
Debt - Related Party Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
D1 | ||
Related Party Debt | $ 4,635,865 | $ 4,635,865 |
D2 | ||
Related Party Debt | 34,888 | 34,888 |
D3 | ||
Related Party Debt | $ 362,550 | $ 356,550 |
Related Party Debt, Interest Rate | 12.00% | 12.00% |
D4 | ||
Related Party Debt | $ 1,205,234 | $ 668,176 |
D5 | ||
Related Party Debt | $ 3,799,500 | $ 1,024,500 |
Related Party Debt, Interest Rate | 18.00% | 18.00% |
D6 | ||
Related Party Debt, Interest Rate | 6.00% | 6.00% |
Related Party Total | ||
Related Party Debt | $ 10,038,037 | $ 6,719,979 |
Debt - Future Maturities of Deb
Debt - Future Maturities of Debt (Details) | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 11,249,083 |
2,019 | 670,058 |
2,020 | 6,000 |
Total | $ 11,925,141 |
Commitments and Contingencies -
Commitments and Contingencies - Commitments and Contingencies (Details) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 28,890 |
Total | $ 28,890 |
Income Taxes - Components of th
Income Taxes - Components of the Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current tax provision | ||
Federal | $ (1,289,209) | $ (1,100,820) |
State | (167,508) | (143,630) |
Total Current | (1,456,717) | (1,244,450) |
Deferred tax provision | ||
Federal | 1,289,209 | 1,100,820 |
State | 167,508 | 143,630 |
Total Deferred | 1,456,717 | 1,244,450 |
Total | $ 0 | $ 0 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current deferred tax asset (liability): | ||
Inventory reserve | $ 97,554 | $ 67,430 |
Warranty reserve | 7,148 | 7,148 |
Net operating loss carryforward | 4,641,837 | 3,185,120 |
Valuation allowance | (4,746,539) | (3,259,698) |
Total current | 0 | 0 |
Long-term deferred tax asset (liability) | ||
Long-lived assets | 101,277 | 112,895 |
Valuation allowance | (101,277) | (112,895) |
Net deferred tax asset (liability) | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at statutory rate | $ (1,366,458) | $ (1,169,297) |
State income tax, net of Federal benefit | (122,812) | (105,092) |
Amortization of debt discoiunt | 0 | 27,793 |
Other | 14,047 | 7,130 |
Valuation allowance | $ 1,475,223 | $ 1,239,466 |
Income Tax Reconciliation | 0.00% | 0.00% |
Net Loss Per Share - Net Loss P
Net Loss Per Share - Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net loss available for stockholders | $ (4,018,993) | $ (3,455,227) |
Weighted average outstanding shares of common stock | 249,447,443 | 176,839,038 |
Dilutive effect of securities | ||
Common stock and equivalents | $ 249,447,443 | $ 176,839,038 |
Net loss per share - Basic and diluted | $ (0.02) | $ (0.02) |