Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Jan. 20, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ESP Resources, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 237,630,249 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1346526 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 30-Sep-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q3 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash and cash equivalents | $110,059 | $5,757 |
Restricted cash | 308,960 | 113,589 |
Accounts receivable, net | 1,730,711 | 1,747,712 |
Inventories | 735,023 | 1,170,900 |
Prepaid expenses | 57,962 | 360,378 |
Total current assets | 2,942,715 | 3,398,336 |
Assets held for sale | 216,092 | |
Property and equipment, net of accumulated depreciation of $2,213,460 and $1,836,493, September 30, 2014 and December 31, 2013 | 2,052,656 | 2,330,638 |
Other assets | 49,515 | 65,872 |
Total assets | 5,044,886 | 6,010,938 |
CURRENT LIABILITIES | ||
Accounts payable | 2,880,642 | 2,662,087 |
Net Liabilities from discontinued operations | 78,095 | 90,792 |
Factoring payable | 1,152,790 | 1,093,593 |
Accrued expenses | 1,308,759 | 1,153,455 |
Due to related parties | 451,516 | 475,172 |
Contingent consideration payable | 61,437 | 181,437 |
Guarantee liability | 120,000 | 120,000 |
Short-term debt | 150,000 | 376,265 |
Current maturities of convertible debentures, net of debt discount | 1,142,000 | 875,760 |
Current maturities of debt - vendor deferred payment | 1,272,931 | 348,466 |
Current maturities of Long-term Debt | 721,248 | 858,002 |
Current portion of capital lease obligation | 102,543 | 230,462 |
Derivative liability | 260,676 | 263,875 |
Total current liabilities | 9,702,637 | 8,729,366 |
Long-term debt (less current maturities) | 165,690 | 463,168 |
Long-term debt - vendor deferred payment (less current maturities) | 1,064,954 | |
Capital lease obligations (less current maturities) | 23,761 | 50,060 |
Deferred lease cost | 17,000 | |
Total liabilities | 9,892,088 | 10,324,548 |
Commitments and Contingencies (Note 14) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock - $0.001 par value, 10,000,000 shares authorized in 2011, none outstanding | 0 | 0 |
Common stock - $0.001 par value, 350,000,000 shares authorized, 237,630,249 and 156,230,249 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 237,631 | 156,231 |
Additional paid-in capital | 21,869,538 | 20,328,102 |
Subscription receivable | -1,000 | -1,000 |
Accumulated deficit | -26,953,371 | -24,796,943 |
Total stockholders' equity (deficit) | -4,847,202 | -4,313,610 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $5,044,886 | $6,010,938 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Accumulated depreciation (in Dollars) | $2,213,460 | $1,836,493 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 237,630,249 | 156,230,249 |
Common stock, shares outstanding | 237,630,249 | 156,230,249 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
SALES, NET | $3,033,101 | $2,382,792 | $8,814,225 | $7,907,292 |
COST OF GOODS SOLD | 802,938 | 1,301,543 | 3,393,632 | 4,171,200 |
GROSS PROFIT | 2,230,163 | 1,081,249 | 5,420,593 | 3,736,092 |
General and administrative | 2,518,419 | 1,875,909 | 6,261,864 | 6,665,391 |
Depreciation and amortization | 135,314 | 210,000 | 450,942 | 653,039 |
Loss on disposal of assets | 3,440 | 18,915 | 333,996 | |
LOSS FROM CONTINUING OPERATIONS | -423,570 | -1,008,100 | -1,311,128 | -3,916,334 |
OTHER INCOME (EXPENSE) | ||||
Interest expense | -181,102 | -113,799 | -389,163 | -317,135 |
Factoring fees | -83,162 | -56,978 | -221,143 | -218,874 |
Amortization of debt discount | -57,848 | -209,201 | -266,241 | -621,196 |
Other income, net | 75 | 4,003 | 28,048 | 11,630 |
Interest income | 2 | 14 | ||
Change in derivative liability | 11,582 | 72,549 | 3,199 | 654,803 |
Total other expense | -310,455 | -303,424 | -845,300 | -490,758 |
LOSS FROM CONTINUING OPERATIONS | -734,025 | -1,311,524 | -2,156,428 | -4,407,092 |
LOSS FROM DISCONTINUED OPERATIONS | -13,575 | -255,016 | ||
NET LOSS | ($734,025) | ($1,325,099) | ($2,156,428) | ($4,662,108) |
NET LOSS PER SHΑRE (basic and dilutеd) for discontinuеd opеrations (in Dollars per share) | $0 | $0 | ||
NET LOSS PER SHΑRE (basic and dilutеd) for continuing opеrations (in Dollars per share) | $0 | ($0.01) | ($0.01) | ($0.03) |
NET LOSS PER SHARE (basic and diluted) (in Dollars per share) | $0 | ($0.01) | ($0.01) | ($0.03) |
WEIGHTED AVERAGE SHARES OUTSTANDING (in Shares) | 193,412,858 | 153,922,557 | 168,882,264 | 152,052,776 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flow (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($2,156,428) | ($4,662,108) |
Amortization of debt discount | 266,241 | 621,196 |
Loss on disposal of assets | 18,915 | 333,996 |
Depreciation and amortization, net disposals | 450,942 | 674,457 |
Bad debt expense | 45,000 | 45,000 |
Stock and warrant based compensation | 1,614,836 | 957,287 |
Stock issued in settlement of lawsuit | 8,000 | |
Change in derivative liability | -3,199 | -654,803 |
Accounts receivable | -27,999 | 439,467 |
Inventory | 435,877 | 911,565 |
Prepaid expenses | 302,416 | 476,253 |
Other assets | -643 | 39,680 |
Accounts payable | 218,555 | 1,289,722 |
Accrued expenses | 155,304 | 561,079 |
Accrued expense to related parties | -23,656 | 90,557 |
Net Liabilities from discontinued operations | -12,697 | |
CASH PROVIDED BY OPERATING ACTIVITIES | 1,291,464 | 1,123,348 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Restricted cash | -195,371 | 31,747 |
Proceeds from the sale of vehicles and equipment | 98,746 | 134,721 |
Purchase of fixed assets | -155,004 | -149,390 |
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | -251,629 | 17,078 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowing on Long-term debt | 50,150 | |
Borrowing on short-term debt | 150,000 | |
Repayment of long term debt | -462,965 | -494,066 |
Repayment of capital leases | -185,503 | -203,954 |
Repayment of short-term debt | -226,265 | -334,671 |
Net factoring advances | 59,200 | -325,809 |
Payment of settlement on contingent liabilities | -120,000 | |
CASH USED IN FINANCING ACTIVITIES | -935,533 | -1,158,350 |
NET CHANGE IN CASH | 104,302 | -17,924 |
CASH AT BEGINNING OF PERIOD | 5,757 | 70,214 |
CASH AT END OF PERIOD | 110,059 | 52,290 |
Cash paid for interest and factoring cost | 554,834 | 494,130 |
Notes issued for purchase of property and equipment | 268,467 | |
Value of capital lease acquired | 31,281 | 30,171 |
Assets returned to service | 143,042 | |
Capital lease expired | 116,139 | |
Deferred leasing cost | 17,000 | |
Shares issued on settlement of lawsuit | $8,000 |
Note_1_Organization_and_Basis_
Note 1 - Organization and Basis of Presentation | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | |||||||||
Business Description and Accounting Policies [Text Block] | Note 1 – Organization and Basis of Presentation | ||||||||
Organization | |||||||||
ESP Resources, Inc. (“ESP Resources”, and collectively with its subsidiaries, “we, “our” or the “Company”) was incorporated in the State of Nevada on October 27, 2004. The accompanying consolidated financial statements include the accounts of ESP Resources, Inc. and its wholly owned subsidiaries, ESP Petrochemicals, Inc. of Louisiana (“ESP Petrochemicals”), ESP Ventures, Inc. of Delaware (“ESP Ventures”), ESP Corporation, S.A., a Panamanian corporation (“ESP Corporation”) and ESP Payroll Services, Inc. of Nevada (“ESP Payroll”). On July 11, 2012, the Company formed two partially owned subsidiaries in Delaware, ESP Advanced Technologies, Inc., and ESP Facility & Pipeline Services, Inc. On December 19, 2012, the Company formed a partially owned subsidiary in Nevada, IEM, Inc. | |||||||||
On September 7, 2011, the Company became a 49% partner in a new entity, ESP Marketing, LLC. The Company’s management will direct the operations of the business and the Company will receive 80% of the profits. On July 11, 2012, the Company became a 60% partner in a new entity, ESP Facility and Pipeline Services, Inc. The Company’s management will direct the operations of the business and the Company will receive 60% of the profits. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements. | |||||||||
On June 11, 2013, the board of directors decided to cease operations of various subsidiaries, including ESP Facility and Pipeline Services, Inc., ESP Advanced Technologies, Inc., ESP KUJV Limited Joint Venture and ESP Marketing Group LLC. The Board determined that certain activities should be closed and that unused assets, mainly vehicles and equipment, be sold. | |||||||||
Basis of Presentation | |||||||||
The accompanying unaudited condensed interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America and with the rules and regulations of the Securities and Exchange Commission to Form 10-Q and Article 8 of Regulation S-X. These unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K filed with the SEC. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 10-K have been omitted. In the opinion of management, the unaudited interim consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are necessary to present fairly the financial position and the results of operations for the interim periods presented herein. Unaudited interim results are not necessarily indicative of the results for the full year. Any reference herein to “ESP Resources”, the “Company”, “we”, “our” or “us” is intended to mean ESP Resources, Inc. including the subsidiaries indicated above, unless otherwise indicated. | |||||||||
Concentration | |||||||||
The Company has four major customers that together account for 57% of accounts receivable at September 30, 2014 and 58% of the total revenues earned for the period ended September 30, 2014. | |||||||||
Accounts | Revenue | ||||||||
Receivable | |||||||||
Customer A | 18 | % | 11 | % | |||||
Customer B | 15 | % | 29 | % | |||||
Customer C | 14 | % | 6 | % | |||||
Customer D | 10 | % | 12 | % | |||||
57 | % | 58 | % | ||||||
The Company has two vendors that accounted for 37% and 13% of purchases for the nine months ended September 30, 2014. | |||||||||
The Company has three major customers that together account for 47% of accounts receivable at September 30, 2013 and 36% of the total revenues earned for the period ended September 30, 2013. | |||||||||
Accounts | Revenue | ||||||||
Receivable | |||||||||
Customer A | 21 | % | 8 | % | |||||
Customer B | 16 | % | 27 | % | |||||
Customer C | 10 | % | 1 | % | |||||
47 | % | 36 | % | ||||||
The Company has three vendors that accounted for 16%, 16% and 10% of purchases for the nine months ended September 30, 2013. | |||||||||
Recent Accounting Pronouncements | |||||||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements— Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. Previously, there was no guidance under US GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). For the period ended September 30, 2014, management evaluated the Company’s ability to continue as a going concern and concluded that substantial doubt has not been alleviated about the Company’s ability to continue as a going concern. While the Company continues to explore further significant sources of financing, management’s assessment was based on the uncertainty related to the amount and nature of such financing over the next twelve months. | |||||||||
Note_2_Going_Concern
Note 2 - Going Concern | 9 Months Ended |
Sep. 30, 2014 | |
Going Concern Disclosure [Abstract] | |
Going Concern Disclosure [Text Block] | Note 2 – Going Concern |
The accompanying condensed financial statements have been prepared in conformity with US GAAP, assuming we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the nine months ended September 30, 2014, we incurred losses from operations of $2,156,428. At September 30, 2014, we had an accumulated deficit of $26,953,371 and a working capital deficit of $6,759,922. The Company’s ability to continue as a going concern is dependent on its ability to raise the required additional capital or debt financing to meet short and long-term operating requirements. The Company believes that future private placements of equity capital and debt financing are needed to fund our long-term operating requirements. The Company may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash. If the Company raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to the Company’s common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our operations. The Company is continuing to pursue external financing alternatives to improve our working capital position. If the Company is unable to obtain the necessary capital, the Company may have to cease operations. | |
Note_3_Factoring_Payable
Note 3 - Factoring Payable | 9 Months Ended |
Sep. 30, 2014 | |
Factoring Payable [Abstract] | |
Factoring Payable [Text Block] | Note 3 – Factoring Payable |
On May 24, 2011, ESP Petrochemicals entered into an accounts receivable financing agreement with Crestmark Commercial Capital Leading, LLC (“Crestmark”) with an initial term of nine months and renewing semi-annually thereafter. The agreement is in the subsequent renewal period. The Company may obtain advances of up to 90% of eligible accounts receivable, subject to a factoring fee of 0.75% per 15 days, with 10% held in a reserve account, which is released to the Company upon payment of the receivable. The agreement is subject to a master note, which limits borrowing to $2,000,000. The master note is payable upon demand, or if no demand is paid, with monthly payments of interest at 1.5%. All outstanding principal plus accrued unpaid interest is due on maturity of the note or when the related invoice is collected. The master note is secured by all inventory, accounts receivable, general intangibles, and equipment of the Company. On March 2, 2012, Crestmark increased the borrowing limit to $3,000,000. On August 1, 2012, Crestmark increased the borrowing limit to $4,000,000. The total borrowing under this agreement at December 31, 2013 was $1,093,593 with $113,589 held in restricted cash in the consolidated balance sheets. | |
On August 15, 2014 ESP Petrochemicals, Inc., (the “Company”) a subsidiary of ESP Resources, Inc. entered into a Purchase and Sale Agreement (the “Factoring Agreement”) with Transfac Capital, Inc., which served to replace the agreement with Crestmark. On October 1, 2014 the Factoring agreement was amended. The Factoring Agreement has an initial term of two years (“Contract Term”) with automatically renewing successive Contract Terms. The Factoring Agreement may be terminated by the Company at the end of a Contract Term by providing notice to Transfac no more than ninety and no less than sixty days before the end of the current Contract Term. Transfac may terminate the Factoring Agreement at any time upon thirty days’ notice of an event of default. Under the terms of the Factoring Agreement, Transfac may purchase any accounts submitted by the Company. The Company shall pay a servicing fee equal to the greater of 0.75% or $10 and will be subject to others fees and charges and may be required to establish a reserve account as set forth in greater detail in the Factoring Agreement set forth as an exhibit to this current report and incorporated herein by reference. The Factoring Agreement is secured by substantially all of the Company’s assets and personally guaranteed by David Dugas and Tony Primeaux and guaranteed by ESP Resources, Inc. and ESP Ventures, Inc. The total borrowing under this agreement at September 30, 2014 was $1,152,790 with $308,960 held in restricted cash in the consolidated balance sheets. | |
Note_4_Property_and_Equipment
Note 4 - Property and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | Note 4 – Property and Equipment | ||||||||
Property and equipment includes the following at September 30, 2014 and December 31, 2013: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Plant, property and equipment | $ | 1,559,736 | $ | 1,406,517 | |||||
Vehicles | 1,776,329 | 1,745,704 | |||||||
Equipment under capital lease | 839,640 | 955,779 | |||||||
Equipment under capital lease – related party | 31,281 | - | |||||||
Office furniture and equipment | 59,130 | 59,131 | |||||||
4,266,116 | 4,167,131 | ||||||||
Less: accumulated depreciation | (2,213,460 | ) | (1,836,493 | ) | |||||
Net property and equipment | $ | 2,052,656 | $ | 2,330,638 | |||||
For the nine month periods ended September 30, 2014 and 2013, depreciation expense for continuing operations was $450,942 and $653,039, respectively. | |||||||||
On or around June 11, 2013, the Board of Directors decided to cease operations of several of its subsidiaries in the United States including ESP Advanced Technologies, Inc. and ESP Facilities and Pipeline Services, Inc. and in Papua New Guinea, including but not limited to operations through the joint venture ESP KUJV Limited. The Board determined that certain activities should be closed and that unused assets, primarily vehicles and equipment, be sold. During the nine months ended September 30, 2014 the Company returned two vehicles to service with a net carrying value of $20,081. The carrying value of the remaining assets held for sale at September 30, 2014 is $0. | |||||||||
On March 19, 2014 the Company exchanged three vehicles with a net carrying value of $79,957, two of which were classified as assets held for sale with a combined net carrying value of $46,551, and a vehicle with a net carrying value of $33,406 in exchange for reduction of $63,787 in related long-term debt including $7,916 of accrued interest, for a capitalized lease on a vehicle in which a related party purchased, then leased the vehicle to the Company. The Company valued the leased vehicle as equipment under capital lease of $32,281, which resulted in a gain from disposal of assets of $2,953. | |||||||||
Note_5_Shortterm_Debt
Note 5 - Short-term Debt | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | Note 5- Short-Term Debt |
On April 8, 2013, the Company executed a demand note for $150,000 with an annual interest rate of 8%. As part of the agreement the Company granted the holder 150,000 shares of Common Stock and warrants to purchase 150,000 shares of common stock at an exercise price of $0.15 per share through April 8, 2014. The Company determined the fair value of the common stock and warrants to be $10,500 and $2,458, respectively. The aggregate fair value of $12,958 was recognized as a debt discount which is being amortized to interest expense over the life of the debt. During the year ended December 31, 2013, the entire discount of $12,958 was amortized to interest expense. The Short-term debt on the demand note as of September 30, 2014 and December 31, 2013 was $150,000 and $150,000, respectively, excluding accrued interest. | |
During the year ended December 31, 2013, the Company issued notes payable to finance its insurance with an aggregate principal amount of $292,227. The notes mature in 1 year, bear interest of 5.70% per annum and require equal monthly payments. The Short-term debt on the notes payable to finance insurance as of September 30, 2014 and December 31, 2013 was $0 and $226,265, respectively. | |
The Company made aggregate repayments on its short-term debt of $226,265 and $334,671 during the nine month periods ended September 30, 2014 and 2013, respectively. | |
Note_6_Longterm_Debt_Vendor_De
Note 6 - Long-term Debt - Vendor Deferred Payment | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Long Term Debt On Vendor Deferred Payment [Abstract] | |||||||||
Long Term Debt On Vendor Deferred Payment [Text Block] | Note 6- Long-Term Debt - Vendor Deferred Payment | ||||||||
Long-term debt on vendor-deferred payments consisted of the following at September 30, 2014 and December 31, 2013: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
The Company reached agreements with certain Vendors to exchange payables for term debentures with annual interest rates of 5% or prime plus 1.5% with month payments between $22,551 and $10,000 and maturing between October 2014 and September 2018 | $ | 1,272,931 | $ | 1,413,420 | |||||
Less current maturities | (1,272,931 | ) | (348,466 | ) | |||||
Total long-term debt | $ | - | $ | 1,064,954 | |||||
During 2013 the Company and certain of its trade vendors agreed to convert existing accounts payable balances totaling $1,104,407 to 5% notes in the aggregate principal amount of $1,104,407 with monthly payments ranging from $1,409 to $22,551 continuing to between October 15, 2014 and September 21, 2018. The trade vendors agreed to subordinate its position to any provider of new debt, excluding a trade vendor. | |||||||||
As of September 30, 2014, the Company was unable to make the required payments under the long-term debt – vendor deferred payments, so the debt is in default and is classified as current maturities. | |||||||||
Note_7_Longterm_Debt
Note 7 - Long-term Debt | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | |||||||||
Long-term Debt [Text Block] | Note 7- Long-Term Debt | ||||||||
Long term debt consisted of the following at September 30, 2014 and December 31, 2013: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Equipment secured Note payable -The notes bear interest at rates between 12.0% and 7.5% per annum and are payable in monthly installments between $150 and $873, and mature at various dates between July 2014 and January 2015 | $ | 5,544 | $ | 73,733 | |||||
Vehicle secured Note payable. The notes bear interest at rates between 9.5% and 0% per annum and are payable in monthly installments between $1,072 and $1,833, maturing between September 2015 and June 2016 | 486,674 | 843,910 | |||||||
On April 13, 2013, the Company borrowed $50,150 from a bank with an annual interest rate of 5.8% and a term of 36 months with payments of $1,170 | 34,752 | 43,559 | |||||||
Unsecured notes payable - The notes bear interest at 5.0% per annum and are due between April 2009 and July 2013. | 359,968 | 359,968 | |||||||
Total | 886,938 | 1,321,170 | |||||||
Less current maturities | (721,248 | ) | (858,002 | ) | |||||
Total long-term debt | $ | 165,690 | $ | 463,168 | |||||
Note_8_Capital_Lease_Obligatio
Note 8 - Capital Lease Obligations | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Leases, Capital [Abstract] | |||||||||||||||||||||||
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | Note 8 – Capital Lease Obligations | ||||||||||||||||||||||
ESP Petrochemicals leases certain office equipment, warehouse equipment special purpose equipment and vehicles under capital leases. Long term capitalized leases consisted of the following at September 30, 2014 and December 31, 2013: | |||||||||||||||||||||||
Year | Borrowing | Term in | Monthly | September 30, | December 31, | ||||||||||||||||||
months | payment | 2014 | 2013 | ||||||||||||||||||||
Warehouse equipment | 2013 | $ | 26,313 | 36 | $851 | $ | 12,421 | 21,097 | |||||||||||||||
Vehicles | 2010 | - | 2014 | $ | 149,304 | 36 | - | 72 | $869 | - | 1,905 | 58,269 | 52,564 | ||||||||||
Office equipment | 2012 | $ | 10,140 | 24 | $260 | 978 | 3,380 | ||||||||||||||||
Special purpose equipment | 2011 | - | 2012 | $ | 483,092 | 36 | $1,692 | - | 3,702 | 54,636 | 203,481 | ||||||||||||
Total capital lease | 126,304 | 280,522 | |||||||||||||||||||||
less current portion | (102,543 | ) | (230,462 | ) | |||||||||||||||||||
Total long-term capital lease | $ | 23,761 | $ | 50,060 | |||||||||||||||||||
Note_9_Convertible_Debentures
Note 9 - Convertible Debentures | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Convertible Debentures [Abstract] | |||||||||
Convertible Debentures [Text Block] | Note 9 – Convertible debentures | ||||||||
The following reflect the Convertible Debentures for the period ended September 30, 2014 and December 31, 2013. | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
On January 27, 2012, the Company received proceeds of $130,000 from the sale of 16% Convertible Subordinated Debentures. The Company is in default. | $ | 130,000 | $ | 130,000 | |||||
On December 20, 2013, the Company amended the debenture initially issued November 14, 2012 in which it received proceeds of $750,000 from the sale of 16% Convertible Subordinated Debentures. Interest is due June 1, 2014 and September 1, 2013. | 762,000 | 762,000 | |||||||
On November 14, 2012, the Company received proceeds of $250,000 from the sale of 16% Convertible Subordinated Debentures. Interest is due March 1, 2013, June 1, 2013 and September 1, 2013. The Company is in default. | 250,000 | 250,000 | |||||||
Total | 1,142,000 | 1,142,000 | |||||||
Less unamortized debt discounts | (- | ) | (266,240 | ) | |||||
Less current maturities | (1,142,000 | ) | (875,760 | ) | |||||
Total Long-term convertible debentures | $ | - | $ | - | |||||
On November 14, 2012, the Company received proceeds of $1,000,000 from the sale of 16% Convertible Subordinated Debentures (the “November 2012 Debentures”). The November 2012 Debentures were due on March 1, 2014. The aggregate principal amount of the combined November 2012 Debentures is $1,000,000 with an interest rate of 16% per annum. The interest is payable quarterly on March 1st, June 1st, September 1st, and December 1st, beginning on March 1, 2013. The November 2012 Debentures are convertible at any time after the original issue date at a conversion price of $0.085 per share, subject to adjustments. The Company recorded a discount from the relative fair value of the conversion feature and the intrinsic value of the conversion option of $421,715. The Company estimated the fair value of these derivatives using a multinomial Distribution (Lattice) valuation model with the following assumptions: stock price on the measurement date of $0.07; term of 1.5 years; expected volatility between 112% - 159%; and discount rate of 0.22% and accounted for them as debt discount, which will be amortized over the term of the loan which expired March 1, 2014. The Company analyzed the conversion option under ASC 815 and determined and recorded a $449,840 derivative liability. The Company, in its sole discretion, may choose to pay interest in cash, shares of Common Stock, or in combination thereof. At the Company’s election, it may, at any time after the six-month anniversary of the transaction’s closing date, deliver a notice to the holders to redeem the then-outstanding principal amount of the November 2012 Debentures for cash. In the event the Company defaults, the outstanding principal amount of the November 2012 Debentures, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the holders’ election, immediately due and payable in cash. In addition, the investors received 100% of the number of shares of common stock that the purchase amount would buy in warrants at the conversion price of $0.09, or a total of 11,764,706 warrants with a 5-year term. The Company recorded a discount from the relative fair value of the warrants and the intrinsic value of the conversion option of $208,685. The Company estimated the fair value of these derivatives using a multinomial Distribution (Lattice) valuation model with the following assumptions: stock price on the measurement date of $0.07; warrant term of 5 years; expected volatility between 112%-593%; and discount rate of 0.63% and accounted for them as debt discount, which will be amortized over the term of the loan which expires March 1, 2014. The Company analyzed the warrants under ASC 815 and determined and recorded a $222,603 derivative liability. The November 2012 Debentures are secured by the remaining unencumbered assets of the Company. The Company’s subsidiary companies guaranteed the security agreement by agreeing to act as surety for the payment of the November 2012 Debentures. As further consideration, the Company issued a combined total of 4,000,000 shares of common stock to the investors, which the Company recorded as a debt discount of $299,600 at issuance and will amortize the debt discount over the term of the debt. For the year ended December 31, 2013, the Company amortized $5,912. The Company shall take all actions necessary to nominate and recommend shareholder approval for the appointment of one director selected by Hillair Capital Management LLC to ESP’s Board of Directors. In conjunction with this debenture, the Company paid $70,000 of professional fees and recorded these fees as a debt discount to be amortized over the term of the debenture. The Company determined that the Debenture and warrant had derivative features and derivative liabilities were established for each. | |||||||||
On September 30, 2013 the Company agreed with its convertible debenture holders to amend and restate the November 2012 Debenture. The September 1, 2013 payment obligation was extended and deferred to $375,000 on December 1, 2013 and $625,000 on March 1, 2014 plus accrued interest; the conversion price was amended and restated to $0.05 from $0.085; the related warrant exercise price per share of the common stock was amended and restated to $0.075 from $0.09. The Company evaluated the application of ASC 470-50, Modifications and Extinguishments and ASC 470-60, Trouble Debt Restructurings by Debtors and concluded that the revised terms did not constitute a substantial modification or a troubled debt restructuring. The amended and restated exercise price of the warrant and conversion price were valued as derivative instruments and were revalued at the fair market value of the derivative instruments at September 30, 2013. | |||||||||
On December 20, 2013 the Company agreed with one convertible debenture holder to amend and restate the November 2012 Debenture amended previously on September 30, 2013. The December 1, 2013 payment obligation was extended and deferred to $281,250 on June 1, 2014 and $468,750 on September 1, 2014 plus accrued interest. The Company issued 5,000,000 common stock purchase warrants with an exercise price per share of $0.075 and a term of 5 years. The amended and restated exercise price of the Warrant and Conversion price were valued as derivative instruments and were revalued at the fair market value of the derivative instruments at December 20, 2013 as debt discount. The Company estimated the fair value of these derivatives using a multinomial Distribution (Lattice) valuation model with the following assumptions: stock price on the measurement date of $0.07; term of 1.5 years; expected volatility between 123% - 143% and accounted for them as debt discount, which will be amortized over the term of the loan which expires September 1, 2014. The Company analyzed the conversion option under ASC 815 and determined and recorded a derivative liability for these warrants at $13,365 and included them in debt discount. The Company estimated the conversion option of this debt conversion feature at $158,612 and included it in debt discount. The Company evaluated the application of ASC 470-50, Modifications and Extinguishments and ASC 470-60, Trouble Debt Restructurings by Debtors and concluded that the revised terms constituted a substantial modification which resulted in a debt extinguishment. The Company recognized a loss on the extinguishment of $310,767 during 2013. Accrued interest of $12,000 was incorporated into the reissued convertible debenture principal amount. | |||||||||
On December 1, 2013, March 1, 2014, June 1, 2014 and September 1, 2014 the Company failed to make the amended principal payment on one if its convertible debentures dated November 14, 2012, as amended on September 30, 2013. This convertible debenture is now in default. Under the terms of the convertible debenture all principal payments are now due and reflected as current and the interest rate increased to 18%. | |||||||||
As of September 30, 2014 these convertible debentures are in default and have been classified as current maturities. | |||||||||
Note_10_Derivative_Liability
Note 10 - Derivative Liability | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||||||
Derivatives and Fair Value [Text Block] | Note 10 – Derivative Liability | ||||||||||||||||
The Company evaluated whether its warrants and convertible debt instruments contain provisions that protect holders from declines in its stock price or otherwise could result in modification of either the exercise price or the shares to be issued under the respective warrant agreements. The November 14, 2012 16% convertible debenture and associated warrants included down-round provisions which reduce the exercise price of the warrants and the conversion price of the convertible instrument if the company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price. The Company determined that a portion of its outstanding warrants and conversion instruments contained such provisions thereby concluding they were not indexed to the Company’s own stock and therefore a derivative instrument in accordance with ASC 815 “Derivatives and Hedging”. | |||||||||||||||||
The range of significant assumptions which the Company used to measure the fair value of the derivative liabilities (a level 3 input) at September 30, 2014 is as follows: | |||||||||||||||||
Warrants | Debentures | ||||||||||||||||
Stock price | $0.01 | $0.01 | |||||||||||||||
Term (years) | 3.3 | - | 4.4 | 0 | |||||||||||||
Volatility | 162% | - | 202% | 162% | - | 202% | |||||||||||
Risk-free interest rate | 0.98% | 0.04% | |||||||||||||||
Exercise prices | $0.08 | - | 0.002 | $0.05 | to | 0.02 | |||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
The range of significant assumptions which the Company used to measure the fair value of the derivative liabilities (a level 3 input) at December 31, 2013 is as follows: | |||||||||||||||||
Warrants | Debentures | ||||||||||||||||
Stock price | $0.02 | $0.02 | |||||||||||||||
Term (years) | 3.9 | - | 5 | 0.75 | |||||||||||||
Volatility | 123% | - | 143% | 123% | - | 143% | |||||||||||
Risk-free interest rate | 1.75% | 0.13% | |||||||||||||||
Exercise prices | $0.08 | - | 0.002 | $0.05 | - | 0.02 | |||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
The Company estimated the fair value of these derivatives using a multinomial Distribution (Lattice) valuation model. The fair value of these derivative liabilities at September 30, 2014 was $260,676, and at December 31, 2013 was $263,875. The change in the fair value of derivative liabilities resulted in a gain of $3,199 for the nine months ended September 30, 2014. | |||||||||||||||||
As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||||||||||||||||
● | Level 1 - | unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. | |||||||||||||||
● | Level 2 - | inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. | |||||||||||||||
● | Level 3 - | unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. | |||||||||||||||
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. | |||||||||||||||||
To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded. | |||||||||||||||||
The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that were accounted for at fair value on a recurring basis as of September 30, 2014. | |||||||||||||||||
Fair Value Measurement at September 30, 2014 | |||||||||||||||||
Carrying | Level 1 | Level 2 | Level 3 | ||||||||||||||
Value at | |||||||||||||||||
30-Sep-14 | |||||||||||||||||
Liabilities: | |||||||||||||||||
Derivative convertible debt liability | $ | 180,621 | $ | - | $ | - | $ | 180,621 | |||||||||
Derivative warrant liability | $ | 80,055 | $ | - | $ | - | $ | 80,055 | |||||||||
Total derivative liability | $ | 260,676 | $ | - | $ | - | $ | 260,676 | |||||||||
The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that were accounted for at fair value on a recurring basis as of December 31, 2013. | |||||||||||||||||
Fair Value Measurement at December 31, 2013 | |||||||||||||||||
Carrying | Level 1 | Level 2 | Level 3 | ||||||||||||||
Value at | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Liabilities: | |||||||||||||||||
Derivative convertible debt liability | $ | 188,827 | $ | - | $ | - | $ | 188,827 | |||||||||
Derivative warrant liability | $ | 75,048 | $ | - | $ | - | $ | 75,048 | |||||||||
Total derivative liability | $ | 263,875 | $ | - | $ | - | $ | 263,875 | |||||||||
Note_11_Guarantee_Liability
Note 11 - Guarantee Liability | 9 Months Ended |
Sep. 30, 2014 | |
Guarantees [Abstract] | |
Guarantees [Text Block] | Note 11 – Guarantee Liability |
On November 3, 2008, ESP provided a guarantee to a director of Aurora and Boreal who loaned $120,000 to Aurora and Boreal. ESP provided this guarantee to encourage the director’s continued employment and commitment to the development of the concessions held by Aurora and Boreal, which the Company believed was vital to the future success of Aurora and Boreal. In the event that Aurora and Boreal did not repay the loan by the due date of June 1, 2009, ESP guaranteed it would make the payment in the form of a convertible note due June 1, 2011. The convertible note is non-interest bearing and is convertible into common stock of ESP at $1.20 per share. In exchange for issuing the convertible note to the director, ESP will receive the right to receive payments under the director’s note receivable from Aurora and Boreal. | |
ESP recorded the fair value of the guarantee liability at $48,000, which represented the fair value of the note receivable from Aurora and Boreal which ESP would take over from the director. On June 1, 2009 when Aurora and Boreal did not make the required payments on their notes payable to the director, ESP determined that the value of the guarantee liability should be increased to the full face amount of the guaranteed note of $120,000, resulting in a loss on guarantee liability of $72,000 during the year ended December 31, 2010. There have been no changes in the matter from 2011 through 2013 and the nine months ended September 30, 2014, hence the balance remains the same. | |
Note_12_Stockholders_Equity
Note 12 - Stockholders' Equity | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | Note 12 – Stockholders’ Equity | ||||||||||||
Settlement of lawsuit | |||||||||||||
On April 25, 2014 the Company reached an agreement with the former owner of Turf Chemistry, Inc., Alfredo Ledesma. As part of the settlement agreement 400,000 shares of the Company’s restricted common stock were issued. | |||||||||||||
Shares issued to officers | |||||||||||||
On August 15, 2014 the Company granted 28,000,000 shares of restricted stock to David Dugas, Chief Executive Officer and 28,000,000 shares of restricted stock to Tony Primeaux Vice President for their provision of personal guarantees on the Transfac financing agreement. | |||||||||||||
Shares issued for services | |||||||||||||
On August 15, 2014, the Company issued 6,000,000 shares of its common stock to a vendor for services rendered. | |||||||||||||
On September 2, 2014, the Company issued 9,500,000 shares of its common stock to a vendor for services rendered. | |||||||||||||
Shares issued for forbearance agreement | |||||||||||||
On September 2, 2014, the Company issued 9,500,000 shares of its common stock to a vendor under a forbearance agreement. | |||||||||||||
Warrants issued | |||||||||||||
The following table reflects a summary of common stock warrants outstanding and warrant activity during the nine months ended September 30, 2014: | |||||||||||||
Number of | Weighted | Weighted | |||||||||||
warrants | Average | Average | |||||||||||
Exercise | Term | ||||||||||||
Price | (Years) | ||||||||||||
Warrants outstanding at December 31, 2013 | 63,092,278 | $ | 0.16 | 1.02 | |||||||||
Granted during the period | - | - | - | ||||||||||
Exercised during period | - | - | - | ||||||||||
Forfeited during the period | (1,871,905 | ) | 0.16 | - | |||||||||
Warrants outstanding at September 30, 2014 | 61,220,373 | $ | 0.16 | 0.77 | |||||||||
The Common Stock warrants expire in years ended December 31 as follows: | |||||||||||||
Year | Amount | ||||||||||||
2014 | 333,333 | ||||||||||||
2015 | 43,122,334 | ||||||||||||
2016 | 1,000,000 | ||||||||||||
2017 | 11,764,706 | ||||||||||||
2018 | 5,000,000 | ||||||||||||
Total | 61,220,373 | ||||||||||||
Stock Option Awards | |||||||||||||
During the nine month periods ended September 30, 2014 and 2013 the Company did not grant any stock options. | |||||||||||||
The following table reflects a summary of common stock options outstanding and option activity during the nine months ended September 30, 2014: | |||||||||||||
Number of | Weighted- | Weighted- | |||||||||||
Shares | average | average | |||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Term (years) | |||||||||||||
Outstanding at December 31, 2013 | 52,930,000 | 0.12 | 4.5 | ||||||||||
Granted | - | - | - | ||||||||||
Exercised | - | - | - | ||||||||||
Expired/Forfeited | (35,000 | ) | 0.14 | 6.15 | |||||||||
Outstanding at September 30, 2014 | 52,895,000 | $ | 0.11 | 3.58 | |||||||||
Exercisable at September 30, 2014 | 47,227,000 | $ | 0.11 | 3.58 | |||||||||
Exercisable at September 30, 2013 | 50,095,000 | $ | 0.13 | 6.08 | |||||||||
During the nine month period ended September 30, 2014, the Company recognized stock-based compensation expense of $527,752 related to stock options. As of September 30, 2014, there was approximately $862,252 of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over the remaining vesting period. The aggregate intrinsic value of these options was $0 at September 30, 2014. | |||||||||||||
During the nine month period ended September 30, 2013, the Company has recognized compensation expense of $607,490 on the stock options granted in prior years that vested during the current period for the nine months ended September 30, 2013. The fair value of the unvested shares is $1,566,328 as of September 30, 2013 with the total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 3 years. The aggregate intrinsic value of these options was $0 at September 30, 2013. | |||||||||||||
Stock based compensation totaled $1,622,836 and $957,287 for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||||
Note_13_Discontinued_Operation
Note 13 - Discontinued Operations | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 13 – Discontinued Operations | ||||||||
On June 11, 2013, the board of directors decided to cease operations of various subsidiaries, including ESP Facility and Pipeline Services, Inc., ESP Advanced Technologies, Inc., ESP KUJV Limited Joint Venture and ESP Marketing Group LLC. The Board determined that certain activities should be closed and that unused assets, primarily vehicles and equipment, be sold. The Company determined this action was a discontinued operation and the activities prior to this action were: | |||||||||
Nine months Ended | |||||||||
September 30, | |||||||||
2014 | 2013 | ||||||||
DISCONTINUED OPERATIONS | |||||||||
Sales, net | $ | - | $ | 258,328 | |||||
Cost of goods sold | - | (124,761 | ) | ||||||
General and administrative | - | (333,775 | ) | ||||||
Loss on disposal of assets | (33,390 | ) | |||||||
Depreciation and amortization | (21,418 | ) | |||||||
LOSS FROM DISCONTINUED OPERATIONS | $ | - | $ | (255,016 | ) | ||||
The Company estimated the fair value of those assets to be sold and if the fair value was less than the net book value, an impairment loss was recognized. The book value of the remaining assets held for sale at December 31, 2013 was $216,092. Additionally, at September 30, 2014 and December 31, 2013 the company has remaining liabilities associated with the discontinued operations of $78,095 and $90,792, respectively. | |||||||||
Note_14_Commitments_and_Contin
Note 14 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 14 – Commitments and Contingencies |
Contingent payable – Turf Chemistry | |
On June 16, 2011, Alfredo Ledesma and Turf Chemistry, Inc. filed their original Petition against ESP Resources, Inc., ESP Petrochemicals, Inc. and Gerard Allen Primeaux in the District Court, 93rd Judicial District, Hidalgo County, Texas. On August 19, 2011, ESP Resources, Inc. filed its Original Answer to the Original Petition. On January 23, 2012, Alfredo Ledesma and Turf Chemistry, Inc. filed their First Amended Original Petition. On April 11, 2012, Gerard Primeaux filed his Original Answer. On May 10, 2012, Alfredo Ledesma and Turf Chemistry, Inc. filed their Second Amended Original Petition. On January 17, 2014, Alfredo Ledesma and Turf Chemistry, Inc. filed their Third Amended Original Petition. The Petition alleged that ESP had breached, by failing to satisfy the terms of the agreement and pay the agreed upon amounts, the letter of intent to enter into an Asset Purchase Agreement between ESP and Ledesma and Turf, whereby ESP agreed to acquire the assets and liabilities of Turf and relieve Ledesma of certain debt obligations. On February 14, 2014, ESP Resources, Inc., ESP Petrochemicals, Inc. and Gerard Allen Primeaux filed their First Answer, Special Exceptions, Affirmative Defenses and Counterclaims. On or about April 25, 2014, all parties, without admitting liability, entered into and executed a Settlement Agreement and Release of Claims. As part of the settlement agreement, the Company agreed to pay consideration of $150,000 to Mr. Ledesma of which $75,000 was paid on April 25, 2014, the remaining payments will be made in monthly installments of $7,500 beginning May 1, 2014. In addition, the Company agreed to pay the remaining amount of a loan on one of the Turf assets, net of proceeds from the eventual sale of that same asset and up to $5,000 for closure costs of the Turf entity and issue 400,000 shares of the Company’s common stock. The Company estimates a net contingent payable of $103,937 and $181,437 at June 30, 2014 and December 31, 2013. The Company has been unable to meet the payment outlined in this agreement and is in technical default. | |
Legal proceedings | |
Daniel A. Spencer v. ESP Advanced Technologies, Inc. | |
The District Court of Caddo Parish, Louisiana entered a default judgment in favor of Daniel Spencer and against ESP Advanced Technologies, Inc. on October 17, 2013 for $3,500,000, together with future interest from October 14, 2013, until paid, at a rate of 20% per annum for default after service. All of the operations of ESP Advanced Technologies, Inc. were discontinued on June 11, 2013. The Company believes this judgment is without merit and will vigorously pursue post-judgment remedies to set aside the judgment and have it annulled under Louisiana law. Management does not consider the potential for loss to be probable. Accordingly, the judgment amount was not accrued as of September 30, 2014. | |
ESP Petrochemicals, Inc. v. Shane Cottrell, Platinum Chemicals, LLC, Ladd Naquin, Joe Lauer, Patrick Williams, Ralph McClelland and Ronald Walling | |
On March 2, 2012, the Company filed a trade secret infringement lawsuit to protect its rights against a former employee, a competitor and officers of the competitor. On November 21, 2012, an Agreed Final Judgment was entered in the lawsuit against the Defendants. Under the terms of the Agreed Final Judgment, the Defendants cannot offer or sell any chemical product or related services to a number of entities or in conjunction with any operations within designated Texas Railroad Commission districts for specified periods of time as long as ESP Petrochemicals is in conformance with the terms of the Agreed Final Judgment. The name of the entities, the lists of designated districts and the specific time periods are delineated in the Agreed Final Judgment. Additionally, the Defendants are not to solicit or recruit any ESP Petrochemical employees, they must turn over any “ESP Information” (as that term is described in the Agreed Final Judgment) and they cannot directly or indirectly, offer, market, advertise, promote or otherwise describe in any way a product to a customer, prospective customer or third party, as being derived from ESP Petrochemical formula or an equivalent. | |
Madoff Energy Holdings, LLC v. ESP Resources, Inc. | |
On September 4, 2013, Madoff Energy Holdings, LLC filed its Original Petition against ESP Resources, Inc. in the District Court, 295th Judicial District, Harris County, Texas. On October 1, 2013, ESP filed its Answer. On November 25, 2013, Madoff filed its First Amended Petition alleging that ESP failed to repay a Promissory Note, executed on April 30, 2009, in sum of $87,190.00, plus interest on any unpaid balance owed at the rates of 5% per annum from October 30, 2008 to April 30, 2009, and 18% per annum after April 30, 2009. On or about March 19, 2014, Madoff filed a Motion for Summary Judgment. On or about March 24, 2014, ESP filed its Response. On April 7, 2014, the Court issued an Order Granting Madoff’s Motion for Summary Judgment and granting damages in the principal sum of $122,939.68; attorneys fees in the amount of $12,860.70, plus $10,000.00 should the judgment be appealed to the Texas Court of Appeals, plus $7,500.00 should the judgment be appealed to the Texas Supreme Court; costs of court; and post-judgment interest at 5% per annum on the total amount of the judgment from the date immediately following entry of the judgment until paid. On April 15, 2014, ESP filed its Notice of Appeal of the Final Judgment with the First Court of Appeals, Houston, Texas. On June 30, 2014, ESP filed its Brief for the Appellant. On July 30, 2014, Madoff filed its Brief for the Appellee. On August 18, 2014, ESP filed its Reply Brief for the Appellant. In August 2014, Madoff and ESP, in order to avoid the further expense of litigation, jointly prepared a Forbearance and Payment Agreement, effective August 11, 2014, whereby ESP agreed to pay Madoff $130,000.00 pursuant to a payment schedule of $30,000.00 per month for eleven months. On September 3, 2014, Andrew Madoff, CEO of Madoff Energy Holdings, Inc., died. On September 18, 2014, Madoff and ESP filed with the First Court of Appeals a Joint Appellant and Appellee Motion to Abate the Appeal to preserve the rights of both parties until such time as the Forbearance and Payment Agreement could be executed. On September 23, 2014, the Court issued a Writ granting the Motion to Abate the Appeal. The parties are awaiting the appointment of a representative for Mr. Madoff’s Estate who will have the authority to execute the Forbearance and Payment Agreement the Estate’s behalf. | |
BWC Management, Inc. v. ESP Resources, Inc. (f/k/a Pantera Petroleum, Inc.) | |
On April 25, 2013, BWC Management, Inc. filed its Original Petition against ESP Resources, Inc. in the District Court, 113th Judicial District, Harris County, Texas. On May 31, 2013, ESP Resources, Inc. filed its Original Answer. On August 5, 2014, BWC filed its Motion for Partial Summary Judgment against ESP. On August 21, 2014, BWC filed its First Amended Petition against ESP alleging that ESP had defaulted on three promissory notes documenting a series of loans with BWC as lender: a promissory note in sum of $73,006, due on September 30, 2012; and two promissory notes in sum of $100,000, each, due on September 30, 2012 when ESP allegedly failed to pay the $73,006 note. On August 25, 2014, ESP filed its Response to BWC’s Motion for Partial Summary Judgment. On August 25, 2014, BWC filed its Reply to ESP’s Response to BWC’s Motion for Partial Summary Judgment. On August 27, 2014, ESP filed its Sur Reply to BWC’s Reply to ESP’s Response to BWC’s Motion for Partial Summary Judgment. On August 28, 2014, ESP filed a No-Evidence Motion for Summary Judgment against BWC. On September 4, 2014, BWC filed its Response to ESP’s No-Evidence Motion for Summary Judgment. On September 12, 2014, ESP filed its Reply to BWC’s Response to ESP’s No-Evidence Motion for Summary Judgment. On September 15, 2014, the Court issued an Order denying BWC’s Motion for Summary Judgment. On October 27, 2014, the Court issued an Order denying final Summary Judgment. Trial has been set for March 30, 2015. ESP Resources, Inc. intends to vigorously defend against BWC Management, Inc.’s claims. | |
Note_15_Related_Party_Transact
Note 15 - Related Party Transactions | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Related Party Transactions Disclosure [Text Block] | Note 15 – Related Party Transactions | ||||||||
As of September 30, 2014 and December 31, 2013, the Company had balances due to related parties as follows: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Due to officers and related parties | $ | 395,674 | $ | 419,382 | |||||
Due to ESP Enterprises | $ | 55,842 | $ | 55,790 | |||||
Total due to related parties | $ | 451,516 | $ | 475,172 | |||||
The above balances are unsecured, due on demand and bear no interest. | |||||||||
On June 1, 2013, the Officers agreed to defer a portion of their salaries until such time as cash flow allowed. As of September 30, 2014, $106,667 has been deferred and reflected as a liability due to related parties. | |||||||||
On March 19, 2014 the Company acquired a vehicle using under a capital lease with a related party with a 3 year term and a monthly payment of $869. | |||||||||
Note_16_Subsequent_Events
Note 16 - Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 16 – Subsequent Events |
Material new financing agreement | |
On October 1, 2014, ESP Petrochemicals, Inc., (the “Company”) a subsidiary of ESP Resources, Inc. entered into an amended Purchase and Sale Agreement (the “Factoring Agreement”) with Transfac Capital, Inc. The Factoring Agreement has an initial term of two years (“Contract Term”) with automatically renewing successive Contract Terms. The Factoring Agreement may be terminated by the Company at the end of a Contract Term by providing notice to Transfac no more than ninety and no less than sixty days before the end of the current Contract Term. Transfac may terminate the Factoring Agreement at any time upon thirty day notice of an event of default. Under the terms of the Factoring Agreement, Transfac may purchase any accounts submitted by the Company. The Company shall pay a servicing fee equal to the greater of 0.75% or $10 and will be subject to others fees and charges and may be required to establish a reserve account as set forth in greater detail in the Factoring Agreement set forth as an exhibit to this current report and incorporated herein by reference. The Factoring Agreement is secured by substantially all of the Company’s assets and personally guaranteed by David Dugas and Tony Primeaux and guaranteed by ESP Resources, Inc. and ESP Ventures, Inc. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation | ||||||||
The accompanying unaudited condensed interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America and with the rules and regulations of the Securities and Exchange Commission to Form 10-Q and Article 8 of Regulation S-X. These unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K filed with the SEC. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 10-K have been omitted. In the opinion of management, the unaudited interim consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are necessary to present fairly the financial position and the results of operations for the interim periods presented herein. Unaudited interim results are not necessarily indicative of the results for the full year. Any reference herein to “ESP Resources”, the “Company”, “we”, “our” or “us” is intended to mean ESP Resources, Inc. including the subsidiaries indicated above, unless otherwise indicated. | |||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration | ||||||||
The Company has four major customers that together account for 57% of accounts receivable at September 30, 2014 and 58% of the total revenues earned for the period ended September 30, 2014. | |||||||||
Accounts | Revenue | ||||||||
Receivable | |||||||||
Customer A | 18 | % | 11 | % | |||||
Customer B | 15 | % | 29 | % | |||||
Customer C | 14 | % | 6 | % | |||||
Customer D | 10 | % | 12 | % | |||||
57 | % | 58 | % | ||||||
The Company has two vendors that accounted for 37% and 13% of purchases for the nine months ended September 30, 2014. | |||||||||
The Company has three major customers that together account for 47% of accounts receivable at September 30, 2013 and 36% of the total revenues earned for the period ended September 30, 2013. | |||||||||
Accounts | Revenue | ||||||||
Receivable | |||||||||
Customer A | 21 | % | 8 | % | |||||
Customer B | 16 | % | 27 | % | |||||
Customer C | 10 | % | 1 | % | |||||
47 | % | 36 | % | ||||||
The Company has three vendors that accounted for 16%, 16% and 10% of purchases for the nine months ended September 30, 2013. | |||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||||||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements— Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. Previously, there was no guidance under US GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). For the period ended September 30, 2014, management evaluated the Company’s ability to continue as a going concern and concluded that substantial doubt has not been alleviated about the Company’s ability to continue as a going concern. While the Company continues to explore further significant sources of financing, management’s assessment was based on the uncertainty related to the amount and nature of such financing over the next twelve months. |
Note_1_Organization_and_Basis_1
Note 1 - Organization and Basis of Presentation (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | |||||||||
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | Accounts | Revenue | |||||||
Receivable | |||||||||
Customer A | 18 | % | 11 | % | |||||
Customer B | 15 | % | 29 | % | |||||
Customer C | 14 | % | 6 | % | |||||
Customer D | 10 | % | 12 | % | |||||
57 | % | 58 | % | ||||||
Accounts | Revenue | ||||||||
Receivable | |||||||||
Customer A | 21 | % | 8 | % | |||||
Customer B | 16 | % | 27 | % | |||||
Customer C | 10 | % | 1 | % | |||||
47 | % | 36 | % |
Note_4_Property_and_Equipment_
Note 4 - Property and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment [Table Text Block] | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
Plant, property and equipment | $ | 1,559,736 | $ | 1,406,517 | |||||
Vehicles | 1,776,329 | 1,745,704 | |||||||
Equipment under capital lease | 839,640 | 955,779 | |||||||
Equipment under capital lease – related party | 31,281 | - | |||||||
Office furniture and equipment | 59,130 | 59,131 | |||||||
4,266,116 | 4,167,131 | ||||||||
Less: accumulated depreciation | (2,213,460 | ) | (1,836,493 | ) | |||||
Net property and equipment | $ | 2,052,656 | $ | 2,330,638 |
Note_6_Longterm_Debt_Vendor_De1
Note 6 - Long-term Debt - Vendor Deferred Payment (Tables) (Vendor Deferred Payments [Member]) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Vendor Deferred Payments [Member] | |||||||||
Note 6 - Long-term Debt - Vendor Deferred Payment (Tables) [Line Items] | |||||||||
Schedule of Debt [Table Text Block] | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
The Company reached agreements with certain Vendors to exchange payables for term debentures with annual interest rates of 5% or prime plus 1.5% with month payments between $22,551 and $10,000 and maturing between October 2014 and September 2018 | $ | 1,272,931 | $ | 1,413,420 | |||||
Less current maturities | (1,272,931 | ) | (348,466 | ) | |||||
Total long-term debt | $ | - | $ | 1,064,954 |
Note_7_Longterm_Debt_Tables
Note 7 - Long-term Debt (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | |||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
Equipment secured Note payable -The notes bear interest at rates between 12.0% and 7.5% per annum and are payable in monthly installments between $150 and $873, and mature at various dates between July 2014 and January 2015 | $ | 5,544 | $ | 73,733 | |||||
Vehicle secured Note payable. The notes bear interest at rates between 9.5% and 0% per annum and are payable in monthly installments between $1,072 and $1,833, maturing between September 2015 and June 2016 | 486,674 | 843,910 | |||||||
On April 13, 2013, the Company borrowed $50,150 from a bank with an annual interest rate of 5.8% and a term of 36 months with payments of $1,170 | 34,752 | 43,559 | |||||||
Unsecured notes payable - The notes bear interest at 5.0% per annum and are due between April 2009 and July 2013. | 359,968 | 359,968 | |||||||
Total | 886,938 | 1,321,170 | |||||||
Less current maturities | (721,248 | ) | (858,002 | ) | |||||
Total long-term debt | $ | 165,690 | $ | 463,168 |
Note_8_Capital_Lease_Obligatio1
Note 8 - Capital Lease Obligations (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Leases, Capital [Abstract] | |||||||||||||||||||||||
Schedule of Capital Leased Assets [Table Text Block] | Year | Borrowing | Term in | Monthly | September 30, | December 31, | |||||||||||||||||
months | payment | 2014 | 2013 | ||||||||||||||||||||
Warehouse equipment | 2013 | $ | 26,313 | 36 | $851 | $ | 12,421 | 21,097 | |||||||||||||||
Vehicles | 2010 | - | 2014 | $ | 149,304 | 36 | - | 72 | $869 | - | 1,905 | 58,269 | 52,564 | ||||||||||
Office equipment | 2012 | $ | 10,140 | 24 | $260 | 978 | 3,380 | ||||||||||||||||
Special purpose equipment | 2011 | - | 2012 | $ | 483,092 | 36 | $1,692 | - | 3,702 | 54,636 | 203,481 | ||||||||||||
Total capital lease | 126,304 | 280,522 | |||||||||||||||||||||
less current portion | (102,543 | ) | (230,462 | ) | |||||||||||||||||||
Total long-term capital lease | $ | 23,761 | $ | 50,060 |
Note_9_Convertible_Debentures_
Note 9 - Convertible Debentures (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Convertible Debentures [Abstract] | |||||||||
Convertible Debentures [Table Text Block] | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
On January 27, 2012, the Company received proceeds of $130,000 from the sale of 16% Convertible Subordinated Debentures. The Company is in default. | $ | 130,000 | $ | 130,000 | |||||
On December 20, 2013, the Company amended the debenture initially issued November 14, 2012 in which it received proceeds of $750,000 from the sale of 16% Convertible Subordinated Debentures. Interest is due June 1, 2014 and September 1, 2013. | 762,000 | 762,000 | |||||||
On November 14, 2012, the Company received proceeds of $250,000 from the sale of 16% Convertible Subordinated Debentures. Interest is due March 1, 2013, June 1, 2013 and September 1, 2013. The Company is in default. | 250,000 | 250,000 | |||||||
Total | 1,142,000 | 1,142,000 | |||||||
Less unamortized debt discounts | (- | ) | (266,240 | ) | |||||
Less current maturities | (1,142,000 | ) | (875,760 | ) | |||||
Total Long-term convertible debentures | $ | - | $ | - |
Note_10_Derivative_Liability_T
Note 10 - Derivative Liability (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||||||
Schedule of Assumptions Used [Table Text Block] | Warrants | Debentures | |||||||||||||||
Stock price | $0.01 | $0.01 | |||||||||||||||
Term (years) | 3.3 | - | 4.4 | 0 | |||||||||||||
Volatility | 162% | - | 202% | 162% | - | 202% | |||||||||||
Risk-free interest rate | 0.98% | 0.04% | |||||||||||||||
Exercise prices | $0.08 | - | 0.002 | $0.05 | to | 0.02 | |||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Warrants | Debentures | ||||||||||||||||
Stock price | $0.02 | $0.02 | |||||||||||||||
Term (years) | 3.9 | - | 5 | 0.75 | |||||||||||||
Volatility | 123% | - | 143% | 123% | - | 143% | |||||||||||
Risk-free interest rate | 1.75% | 0.13% | |||||||||||||||
Exercise prices | $0.08 | - | 0.002 | $0.05 | - | 0.02 | |||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Fair Value Measurement at September 30, 2014 | ||||||||||||||||
Carrying | Level 1 | Level 2 | Level 3 | ||||||||||||||
Value at | |||||||||||||||||
30-Sep-14 | |||||||||||||||||
Liabilities: | |||||||||||||||||
Derivative convertible debt liability | $ | 180,621 | $ | - | $ | - | $ | 180,621 | |||||||||
Derivative warrant liability | $ | 80,055 | $ | - | $ | - | $ | 80,055 | |||||||||
Total derivative liability | $ | 260,676 | $ | - | $ | - | $ | 260,676 | |||||||||
Fair Value Measurement at December 31, 2013 | |||||||||||||||||
Carrying | Level 1 | Level 2 | Level 3 | ||||||||||||||
Value at | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Liabilities: | |||||||||||||||||
Derivative convertible debt liability | $ | 188,827 | $ | - | $ | - | $ | 188,827 | |||||||||
Derivative warrant liability | $ | 75,048 | $ | - | $ | - | $ | 75,048 | |||||||||
Total derivative liability | $ | 263,875 | $ | - | $ | - | $ | 263,875 |
Note_12_Stockholders_Equity_Ta
Note 12 - Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of | Weighted | Weighted | ||||||||||
warrants | Average | Average | |||||||||||
Exercise | Term | ||||||||||||
Price | (Years) | ||||||||||||
Warrants outstanding at December 31, 2013 | 63,092,278 | $ | 0.16 | 1.02 | |||||||||
Granted during the period | - | - | - | ||||||||||
Exercised during period | - | - | - | ||||||||||
Forfeited during the period | (1,871,905 | ) | 0.16 | - | |||||||||
Warrants outstanding at September 30, 2014 | 61,220,373 | $ | 0.16 | 0.77 | |||||||||
Common Stock Warrants Expiry [Table Text Block] | Year | Amount | |||||||||||
2014 | 333,333 | ||||||||||||
2015 | 43,122,334 | ||||||||||||
2016 | 1,000,000 | ||||||||||||
2017 | 11,764,706 | ||||||||||||
2018 | 5,000,000 | ||||||||||||
Total | 61,220,373 | ||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of | Weighted- | Weighted- | ||||||||||
Shares | average | average | |||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Term (years) | |||||||||||||
Outstanding at December 31, 2013 | 52,930,000 | 0.12 | 4.5 | ||||||||||
Granted | - | - | - | ||||||||||
Exercised | - | - | - | ||||||||||
Expired/Forfeited | (35,000 | ) | 0.14 | 6.15 | |||||||||
Outstanding at September 30, 2014 | 52,895,000 | $ | 0.11 | 3.58 | |||||||||
Exercisable at September 30, 2014 | 47,227,000 | $ | 0.11 | 3.58 | |||||||||
Exercisable at September 30, 2013 | 50,095,000 | $ | 0.13 | 6.08 |
Note_13_Discontinued_Operation1
Note 13 - Discontinued Operations (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | Nine months Ended | ||||||||
September 30, | |||||||||
2014 | 2013 | ||||||||
DISCONTINUED OPERATIONS | |||||||||
Sales, net | $ | - | $ | 258,328 | |||||
Cost of goods sold | - | (124,761 | ) | ||||||
General and administrative | - | (333,775 | ) | ||||||
Loss on disposal of assets | (33,390 | ) | |||||||
Depreciation and amortization | (21,418 | ) | |||||||
LOSS FROM DISCONTINUED OPERATIONS | $ | - | $ | (255,016 | ) |
Note_15_Related_Party_Transact1
Note 15 - Related Party Transactions (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Schedule of Related Party Transactions [Table Text Block] | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
Due to officers and related parties | $ | 395,674 | $ | 419,382 | |||||
Due to ESP Enterprises | $ | 55,842 | $ | 55,790 | |||||
Total due to related parties | $ | 451,516 | $ | 475,172 |
Note_1_Organization_and_Basis_2
Note 1 - Organization and Basis of Presentation (Details) | 9 Months Ended | 0 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 07, 2011 | Jul. 11, 2012 | |
Vendor 1 Of 2 [Member] | Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||||
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ||||
Concentration Risk, Percentage | 37.00% | |||
Vendor 2 Of 2 [Member] | Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||||
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ||||
Concentration Risk, Percentage | 13.00% | |||
Vendor 1 [Member] | Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||||
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ||||
Concentration Risk, Percentage | 16.00% | |||
Vendor 2 [Member] | Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||||
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ||||
Concentration Risk, Percentage | 16.00% | |||
Vendor 3 [Member] | Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||||
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | |||
ESP Marketing, LLC [Member] | ||||
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 49.00% | |||
Percentage of Profits | 80.00% | |||
ESP Facility and Pipeline Services, Inc. [Member] | ||||
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 60.00% | |||
Percentage of Profits | 60.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ||||
Number of Customers, Concentration Risk | 4 | |||
Concentration Risk, Percentage | 57.00% | 47.00% | ||
Accounts Receivable [Member] | ||||
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ||||
Concentration Risk, Percentage | 57.00% | 47.00% | ||
Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | ||||
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ||||
Concentration Risk, Percentage | 58.00% | 36.00% | ||
Sales Revenue, Goods, Net [Member] | ||||
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ||||
Concentration Risk, Percentage | 58.00% | 36.00% |
Note_1_Organization_and_Basis_3
Note 1 - Organization and Basis of Presentation (Details) - Customer Concentration | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Customer A [Member] | Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer Concentration | 18.00% | 21.00% |
Customer A [Member] | Sales Revenue, Goods, Net [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer Concentration | 11.00% | 8.00% |
Customer B [Member] | Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer Concentration | 15.00% | 16.00% |
Customer B [Member] | Sales Revenue, Goods, Net [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer Concentration | 29.00% | 27.00% |
Customer C [Member] | Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer Concentration | 14.00% | 10.00% |
Customer C [Member] | Sales Revenue, Goods, Net [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer Concentration | 6.00% | 1.00% |
Customer D [Member] | Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer Concentration | 10.00% | |
Customer D [Member] | Sales Revenue, Goods, Net [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer Concentration | 12.00% | |
Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer Concentration | 57.00% | 47.00% |
Sales Revenue, Goods, Net [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer Concentration | 58.00% | 36.00% |
Note_2_Going_Concern_Details
Note 2 - Going Concern (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Going Concern Disclosure [Abstract] | |||||
Net Income (Loss) Attributable to Parent | ($734,025) | ($1,325,099) | ($2,156,428) | ($4,662,108) | |
Retained Earnings (Accumulated Deficit) | -26,953,371 | -26,953,371 | -24,796,943 | ||
Deficit Working Capital | ($6,759,922) | ($6,759,922) |
Note_3_Factoring_Payable_Detai
Note 3 - Factoring Payable (Details) (USD $) | 0 Months Ended | |||||
Oct. 01, 2014 | 24-May-11 | Sep. 30, 2014 | Dec. 31, 2013 | Aug. 01, 2012 | Mar. 02, 2012 | |
Note 3 - Factoring Payable (Details) [Line Items] | ||||||
Factoring Payable, Current | $1,152,790 | $1,093,593 | ||||
Restricted Cash and Cash Equivalents, Current | 308,960 | 113,589 | ||||
Subsequent Event [Member] | ESP Petrochemicals [Member] | Transfac Capital, Inc. [Member] | ||||||
Note 3 - Factoring Payable (Details) [Line Items] | ||||||
Accounts Receivable Factoring Term | 2 years | |||||
Accounts Receivable Factoring Servicing Fee Minimum, Percentage | 0.75% | |||||
Accounts Receivable Factoring Servicing Fee Minimum Amount | 10 | |||||
Every 15 Days [Member] | ESP Petrochemicals [Member] | Crestmark,LLC [Member] | ||||||
Note 3 - Factoring Payable (Details) [Line Items] | ||||||
Accounts Receivable Factoring Fee | 0.75% | |||||
ESP Petrochemicals [Member] | Crestmark,LLC [Member] | ||||||
Note 3 - Factoring Payable (Details) [Line Items] | ||||||
Accounts Receivable Factoring Term | 9 months | |||||
Available Advances, Percentage of Accounts Receivable | 90.00% | |||||
Accounts Receivable Factoring, Restrictive Cash Reserve | 10.00% | |||||
Secured Factoring Note Payable Limit | 2,000,000 | 4,000,000 | 3,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||||
Factoring Payable, Current | 1,093,593 | |||||
Restricted Cash and Cash Equivalents, Current | 113,589 | |||||
ESP Petrochemicals [Member] | Transfac Capital, Inc. [Member] | ||||||
Note 3 - Factoring Payable (Details) [Line Items] | ||||||
Factoring Payable, Current | 1,152,790 | |||||
Restricted Cash and Cash Equivalents, Current | $308,960 |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment (Details) (USD $) | 1 Months Ended | 9 Months Ended | |
Mar. 19, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Note 4 - Property and Equipment (Details) [Line Items] | |||
Depreciation | $450,942 | $653,039 | |
Gain (Loss) on Disposition of Other Assets | 2,953 | -18,915 | -333,996 |
Vehicles [Member] | Assets Held-for-sale [Member] | |||
Note 4 - Property and Equipment (Details) [Line Items] | |||
Property, Plant and Equipment, Disposals | 46,551 | ||
Vehicles [Member] | Assets Not Held For Sale [Member] | |||
Note 4 - Property and Equipment (Details) [Line Items] | |||
Property, Plant and Equipment, Disposals | 33,406 | ||
Vehicles [Member] | Long-term Debt Related to Equipment [Member] | |||
Note 4 - Property and Equipment (Details) [Line Items] | |||
Extinguishment Of Interest On Capital Lease, Amount | 7,916 | ||
Vehicles [Member] | |||
Note 4 - Property and Equipment (Details) [Line Items] | |||
Property, Plant and Equipment, Additions | 20,081 | ||
Property, Plant and Equipment, Disposals | 79,957 | ||
Capital Leased Assets, Disposal | 32,281 | ||
Assets Held-for-sale [Member] | |||
Note 4 - Property and Equipment (Details) [Line Items] | |||
Property, Plant and Equipment, Disposals | 0 | ||
Long-term Debt Related to Equipment [Member] | |||
Note 4 - Property and Equipment (Details) [Line Items] | |||
Extinguishment of Debt, Amount | $63,787 |
Note_4_Property_and_Equipment_2
Note 4 - Property and Equipment (Details) - Property and Equipment (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Plant, property and equipment gross | $4,266,116 | $4,167,131 |
Less: accumulated depreciation | -2,213,460 | -1,836,493 |
Net property and equipment | 2,052,656 | 2,330,638 |
Property, Plant and Equipment, Other Types [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant, property and equipment gross | 1,559,736 | 1,406,517 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant, property and equipment gross | 1,776,329 | 1,745,704 |
Equipment under capital lease [Member] | Related Party Lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant, property and equipment gross | 31,281 | |
Equipment under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant, property and equipment gross | 839,640 | 955,779 |
Office Furniture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant, property and equipment gross | $59,130 | $59,131 |
Note_5_Shortterm_Debt_Details
Note 5 - Short-term Debt (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 08, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Note 5 - Short-term Debt (Details) [Line Items] | ||||||
Short-term Debt | $150,000 | $150,000 | $376,265 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $0.16 | $0.16 | $0.16 | |||
Stock Issued During Period, Value, New Issues | 10,500 | |||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | 2,458 | |||||
Amortization of Debt Discount (Premium) | 12,958 | 57,848 | 209,201 | 266,241 | 621,196 | |
Interest Expense, Debt | 12,958 | |||||
Repayments of Short-term Debt | 226,265 | 334,671 | ||||
The Warrants [Member] | ||||||
Note 5 - Short-term Debt (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 150,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 150,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $0.15 | |||||
Demand Note [Member] | ||||||
Note 5 - Short-term Debt (Details) [Line Items] | ||||||
Short-term Debt | 150,000 | 150,000 | 150,000 | 150,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Notes Payable to Finance Insurance [Member] | ||||||
Note 5 - Short-term Debt (Details) [Line Items] | ||||||
Short-term Debt | 0 | 0 | 226,265 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.70% | |||||
Debt Instrument, Face Amount | $292,227 | |||||
Debt Instrument, Term | 1 year |
Note_6_Longterm_Debt_Vendor_De2
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) (Vendor Deferred Payments [Member], USD $) | 12 Months Ended | 6 Months Ended | 9 Months Ended |
Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | |
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% |
Certain Trade Vendors [Member] | Minimum [Member] | |||
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) [Line Items] | |||
Debt Instrument, Periodic Payment | $1,409 | ||
Certain Trade Vendors [Member] | Maximum [Member] | |||
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) [Line Items] | |||
Debt Instrument, Periodic Payment | 22,551 | ||
Certain Trade Vendors [Member] | |||
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) [Line Items] | |||
Accounts Payable, Converted Amount | 1,104,407 | 1,104,407 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | |
Debt Instrument, Face Amount | 1,104,407 | 1,104,407 | |
Minimum [Member] | |||
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) [Line Items] | |||
Debt Instrument, Periodic Payment | 10,000 | 10,000 | |
Maximum [Member] | |||
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) [Line Items] | |||
Debt Instrument, Periodic Payment | $22,551 | $22,551 |
Note_6_Longterm_Debt_Vendor_De3
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) - Long-term Debt on Vendor Deferred Payments (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) - Long-term Debt on Vendor Deferred Payments [Line Items] | ||
Less current maturities | ($1,272,931) | ($348,466) |
Total long-term debt | 1,064,954 | |
Vendor Deferred Payments [Member] | ||
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) - Long-term Debt on Vendor Deferred Payments [Line Items] | ||
The Company reached agreements with certain Vendors to exchange payables for term debentures with annual interest rates of 5% or prime plus 1.5% with month payments between $22,551 and $10,000 and maturing between October 2014 and September 2018 | 1,272,931 | 1,413,420 |
Less current maturities | -1,272,931 | -348,466 |
Total long-term debt | $1,064,954 |
Note_6_Longterm_Debt_Vendor_De4
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) - Long-term Debt on Vendor Deferred Payments (Parentheticals) (Vendor Deferred Payments [Member], USD $) | 6 Months Ended | 9 Months Ended |
Dec. 31, 2013 | Sep. 30, 2014 | |
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) - Long-term Debt on Vendor Deferred Payments (Parentheticals) [Line Items] | ||
Interest rate | 5.00% | 5.00% |
Prime Rate [Member] | ||
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) - Long-term Debt on Vendor Deferred Payments (Parentheticals) [Line Items] | ||
Basis spread | 1.50% | 1.50% |
Maximum [Member] | ||
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) - Long-term Debt on Vendor Deferred Payments (Parentheticals) [Line Items] | ||
Monthly Payments | 22,551 | 22,551 |
Minimum [Member] | ||
Note 6 - Long-term Debt - Vendor Deferred Payment (Details) - Long-term Debt on Vendor Deferred Payments (Parentheticals) [Line Items] | ||
Monthly Payments | 10,000 | 10,000 |
Note_7_Longterm_Debt_Details_L
Note 7 - Long-term Debt (Details) - Long-term Debt (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Total | $886,938 | $1,321,170 |
Less current maturities | -721,248 | -858,002 |
Total long-term debt | 165,690 | 463,168 |
Equipment Secured Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Secured notes payable | 5,544 | 73,733 |
Vehicle Secured Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Secured notes payable | 486,674 | 843,910 |
Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
On April 13, 2013, the Company borrowed $50,150 from a bank with an annual interest rate of 5.8% and a term of 36 months with payments of $1,170 | 34,752 | 43,559 |
Unsecured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured notes payable - The notes bear interest at 5.0% per annum and are due between April 2009 and July 2013. | $359,968 | $359,968 |
Note_7_Longterm_Debt_Details_L1
Note 7 - Long-term Debt (Details) - Long-term Debt (Parentheticals) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Equipment Secured Note Payable [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Monthly payments | $150 | $150 |
Equipment Secured Note Payable [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Monthly payments | 873 | 873 |
Equipment Secured Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate, maximum | 12.00% | 12.00% |
Interest rate, minimum | 7.50% | 7.50% |
Vehicle Secured Note Payable [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Monthly payments | 1,072 | 1,072 |
Vehicle Secured Note Payable [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Monthly payments | 1,833 | 1,833 |
Vehicle Secured Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate, maximum | 9.50% | 9.50% |
Interest rate, minimum | 0.00% | 0.00% |
Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Monthly payments | 1,170 | 1,170 |
Borrowed | $50,150 | $50,150 |
Interest rate | 5.80% | 5.80% |
Term | 36 months | 36 months |
Unsecured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.00% | 5.00% |
Note_8_Capital_Lease_Obligatio2
Note 8 - Capital Lease Obligations (Details) - Long-term Capitalized Leases (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Capital Leased Assets [Line Items] | ||
Capital lease obligation | $126,304 | $280,522 |
less current portion | -102,543 | -230,462 |
Total long-term capital lease | 23,761 | 50,060 |
Warehouse Equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Year | 2013 | |
Borrowing | 26,313 | |
Term in months | 36 months | |
Monthly payment | 851 | |
Capital lease obligation | 12,421 | 21,097 |
Vehicles [Member] | Minimum [Member] | ||
Capital Leased Assets [Line Items] | ||
Year | 2010 | |
Term in months | 36 months | |
Monthly payment | 869 | |
Vehicles [Member] | Maximum [Member] | ||
Capital Leased Assets [Line Items] | ||
Year | 2014 | |
Term in months | 72 months | |
Monthly payment | 1,905 | |
Vehicles [Member] | ||
Capital Leased Assets [Line Items] | ||
Borrowing | 149,304 | |
Term in months | 3 years | |
Monthly payment | 869 | |
Capital lease obligation | 58,269 | 52,564 |
Office Equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Year | 2012 | |
Borrowing | 10,140 | |
Term in months | 24 months | |
Monthly payment | 260 | |
Capital lease obligation | 978 | 3,380 |
Special Purpose Equipment [Member] | Minimum [Member] | ||
Capital Leased Assets [Line Items] | ||
Year | 2011 | |
Monthly payment | 1,692 | |
Special Purpose Equipment [Member] | Maximum [Member] | ||
Capital Leased Assets [Line Items] | ||
Year | 2012 | |
Monthly payment | 3,702 | |
Special Purpose Equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Borrowing | 483,092 | |
Term in months | 36 months | |
Capital lease obligation | $54,636 | $203,481 |
Note_9_Convertible_Debentures_1
Note 9 - Convertible Debentures (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||
Apr. 08, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Nov. 14, 2012 | Dec. 20, 2013 | Mar. 01, 2014 | |
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Proceeds from Convertible Debt | $130,000 | ||||||||
Debt Instrument, Unamortized Discount | 266,240 | ||||||||
Derivative Liability | 260,676 | 260,676 | 263,875 | ||||||
Amortization of Debt Discount (Premium) | 12,958 | 57,848 | 209,201 | 266,241 | 621,196 | ||||
Convertible Debt | 1,142,000 | 1,142,000 | 1,142,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $0.16 | $0.16 | $0.16 | ||||||
Conversion Option of Debt [Member] | November 14, 2012 Convertible Debenture [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Debt Instrument, Unamortized Discount | 421,715 | ||||||||
Derivative Liability | 449,840 | 158,612 | |||||||
Warrant [Member] | November 14, 2012 Convertible Debenture [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Derivative Liability | 13,365 | ||||||||
Warrant [Member] | Minimum [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Fair Value Assumptions, Expected Term | 3 years 109 days | 3 years 328 days | |||||||
Fair Value Assumptions, Expected Volatility Rate | 162.00% | 123.00% | 112.00% | ||||||
Warrant [Member] | Maximum [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Fair Value Assumptions, Expected Term | 4 years 146 days | 5 years | |||||||
Fair Value Assumptions, Expected Volatility Rate | 202.00% | 143.00% | 593.00% | ||||||
Warrant [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Debt Instrument, Unamortized Discount | 208,685 | ||||||||
Share Price (in Dollars per share) | $0.01 | $0.01 | $0.02 | 0.07 | |||||
Fair Value Assumptions, Expected Term | 5 years | ||||||||
Fair Value Inputs, Discount Rate | 0.63% | ||||||||
Derivative Liability | 222,603 | ||||||||
Deferred on December 1, 2013 [Member] | November 14, 2012 Convertible Debenture [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Convertible Debt | 375,000 | 375,000 | |||||||
Deferred on March 1, 2014 [Member] | November 14, 2012 Convertible Debenture [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Convertible Debt | 625,000 | 625,000 | |||||||
Deferred on June 1, 2014 [Member] | November 14, 2012 Convertible Debenture [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Convertible Debt | 281,250 | ||||||||
Deferred on September 1, 2014 [Member] | November 14, 2012 Convertible Debenture [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Convertible Debt | 468,750 | ||||||||
November 14, 2012 Convertible Debenture [Member] | Minimum [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 112.00% | 123.00% | |||||||
November 14, 2012 Convertible Debenture [Member] | Maximum [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 159.00% | 143.00% | |||||||
November 14, 2012 Convertible Debenture [Member] | |||||||||
Note 9 - Convertible Debentures (Details) [Line Items] | |||||||||
Proceeds from Convertible Debt | 250,000 | 1,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 16.00% | 18.00% | 16.00% | 16.00% | ||||
Debt Instrument, Face Amount | 1,000,000 | 1,000,000 | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.05 | $0.05 | 0.085 | ||||||
Debt Instrument, Unamortized Discount | 299,600 | ||||||||
Share Price (in Dollars per share) | 0.07 | 0.07 | |||||||
Fair Value Assumptions, Expected Term | 1 year 6 months | 1 year 6 months | |||||||
Fair Value Inputs, Discount Rate | 0.22% | ||||||||
Percentage of Shares Issued | 100.00% | ||||||||
Commons Stock, Conversion Price (in Dollars per share) | 0.09 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 11,764,706 | ||||||||
Class of Warrant or Right, Term | 5 years | 5 years | |||||||
Stock Issued During Period, Shares, Other (in Shares) | 4,000,000 | ||||||||
Amortization of Debt Discount (Premium) | 5,912 | ||||||||
Professional Fees | 70,000 | ||||||||
Convertible Debt | 250,000 | 250,000 | 250,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 0.075 | $0.08 | |||||||
Number of Warrants Issued (in Shares) | 5,000,000 | ||||||||
Gains (Losses) on Extinguishment of Debt | -310,767 | ||||||||
Debt Instrument, Increase, Accrued Interest | $12,000 |
Note_9_Convertible_Debentures_2
Note 9 - Convertible Debentures (Details) - Convertible Debentures (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 14, 2012 |
Note 9 - Convertible Debentures (Details) - Convertible Debentures [Line Items] | |||
Convertible Subordinated Debentures | $1,142,000 | $1,142,000 | |
Less unamortized debt discounts | -266,240 | ||
Less current maturities | -1,142,000 | -875,760 | |
January 27, 2012 Convertible Subordinated Debentures [Member] | |||
Note 9 - Convertible Debentures (Details) - Convertible Debentures [Line Items] | |||
Convertible Subordinated Debentures | 130,000 | 130,000 | |
December 20, 2013 Amended Convertible Subordinated Debentures [Member] | |||
Note 9 - Convertible Debentures (Details) - Convertible Debentures [Line Items] | |||
Convertible Subordinated Debentures | 762,000 | 762,000 | |
November 14, 2012 Convertible Debenture [Member] | |||
Note 9 - Convertible Debentures (Details) - Convertible Debentures [Line Items] | |||
Convertible Subordinated Debentures | 250,000 | 250,000 | |
Less unamortized debt discounts | ($299,600) |
Note_9_Convertible_Debentures_3
Note 9 - Convertible Debentures (Details) - Convertible Debentures (Parentheticals) (USD $) | 0 Months Ended | 12 Months Ended | ||
Nov. 14, 2012 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Note 9 - Convertible Debentures (Details) - Convertible Debentures (Parentheticals) [Line Items] | ||||
Convertible Subordinated Debentures, Proceeds | $130,000 | |||
January 27, 2012 Convertible Subordinated Debentures [Member] | ||||
Note 9 - Convertible Debentures (Details) - Convertible Debentures (Parentheticals) [Line Items] | ||||
Interest rate | 16.00% | 16.00% | ||
December 20, 2013 Amended Convertible Subordinated Debentures [Member] | ||||
Note 9 - Convertible Debentures (Details) - Convertible Debentures (Parentheticals) [Line Items] | ||||
Convertible Subordinated Debentures, Proceeds | 750,000 | |||
November 14, 2012 Convertible Debenture [Member] | ||||
Note 9 - Convertible Debentures (Details) - Convertible Debentures (Parentheticals) [Line Items] | ||||
Interest rate | 16.00% | 18.00% | 16.00% | |
Convertible Subordinated Debentures, Proceeds | $1,000,000 | $250,000 |
Note_10_Derivative_Liability_D
Note 10 - Derivative Liability (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Nov. 14, 2012 | |
Note 10 - Derivative Liability (Details) [Line Items] | ||||
Derivative Liability | $260,676 | $263,875 | ||
Increase (Decrease) in Derivative Liabilities | $3,199 | |||
November 14, 2012 Convertible Debenture [Member] | ||||
Note 10 - Derivative Liability (Details) [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 16.00% | 16.00% |
Note_10_Derivative_Liability_D1
Note 10 - Derivative Liability (Details) - Significant Assumptions Used to Measure Fair Value of Derivative Liabilities (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended |
Nov. 14, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | |
Warrant [Member] | Minimum [Member] | |||
Note 10 - Derivative Liability (Details) - Significant Assumptions Used to Measure Fair Value of Derivative Liabilities [Line Items] | |||
Term (years) | 3 years 109 days | 3 years 328 days | |
Volatility | 112.00% | 162.00% | 123.00% |
Exercise prices (in Dollars per share) | $0.08 | $0.08 | |
Warrant [Member] | Maximum [Member] | |||
Note 10 - Derivative Liability (Details) - Significant Assumptions Used to Measure Fair Value of Derivative Liabilities [Line Items] | |||
Term (years) | 4 years 146 days | 5 years | |
Volatility | 593.00% | 202.00% | 143.00% |
Exercise prices (in Dollars per share) | $0.00 | $0.00 | |
Warrant [Member] | |||
Note 10 - Derivative Liability (Details) - Significant Assumptions Used to Measure Fair Value of Derivative Liabilities [Line Items] | |||
Stock price (in Dollars per share) | 0.07 | $0.01 | $0.02 |
Term (years) | 5 years | ||
Risk-free interest rate | 0.98% | 1.75% | |
Dividend yield | 0.00% | 0.00% | |
Debenture [Member] | Minimum [Member] | |||
Note 10 - Derivative Liability (Details) - Significant Assumptions Used to Measure Fair Value of Derivative Liabilities [Line Items] | |||
Volatility | 162.00% | 123.00% | |
Exercise prices (in Dollars per share) | $0.05 | $0.05 | |
Debenture [Member] | Maximum [Member] | |||
Note 10 - Derivative Liability (Details) - Significant Assumptions Used to Measure Fair Value of Derivative Liabilities [Line Items] | |||
Volatility | 202.00% | 143.00% | |
Exercise prices (in Dollars per share) | $0.02 | $0.02 | |
Debenture [Member] | |||
Note 10 - Derivative Liability (Details) - Significant Assumptions Used to Measure Fair Value of Derivative Liabilities [Line Items] | |||
Stock price (in Dollars per share) | $0.01 | $0.02 | |
Term (years) | 0 years | 9 months | |
Risk-free interest rate | 0.04% | 0.13% | |
Dividend yield | 0.00% | 0.00% |
Note_10_Derivative_Liability_D2
Note 10 - Derivative Liability (Details) - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Note 10 - Derivative Liability (Details) - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis [Line Items] | ||
Derivative liability | $260,676 | $263,875 |
Debt [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Note 10 - Derivative Liability (Details) - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis [Line Items] | ||
Derivative liability | 180,621 | 188,827 |
Debt [Member] | ||
Note 10 - Derivative Liability (Details) - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis [Line Items] | ||
Derivative liability | 180,621 | 188,827 |
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Note 10 - Derivative Liability (Details) - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis [Line Items] | ||
Derivative liability | 80,055 | 75,048 |
Warrant [Member] | ||
Note 10 - Derivative Liability (Details) - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis [Line Items] | ||
Derivative liability | 80,055 | 75,048 |
Fair Value, Inputs, Level 3 [Member] | ||
Note 10 - Derivative Liability (Details) - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis [Line Items] | ||
Derivative liability | $260,676 | $263,875 |
Note_11_Guarantee_Liability_De
Note 11 - Guarantee Liability (Details) (USD $) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Jun. 01, 2009 | Nov. 03, 2008 | |
Note 11 - Guarantee Liability (Details) [Line Items] | |||||||
Guarantor Obligations, Current Carrying Value | $120,000 | $120,000 | |||||
Financial Guarantee [Member] | Aurora and Boreal [Member] | |||||||
Note 11 - Guarantee Liability (Details) [Line Items] | |||||||
Notes Payable | 120,000 | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $1.20 | ||||||
Guarantor Obligations, Fair Value | 48,000 | ||||||
Guarantor Obligations, Current Carrying Value | 120,000 | ||||||
Loss on Guarantee Liability | 72,000 | ||||||
Change In Guarantor Obligations | $0 | $0 | $0 | $0 |
Note_12_Stockholders_Equity_De
Note 12 - Stockholders' Equity (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | ||
Sep. 02, 2014 | Aug. 15, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Apr. 25, 2014 | |
Note 12 - Stockholders' Equity (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 9,500,000 | 6,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | |||
Allocated Share-based Compensation Expense | $1,622,836 | $957,287 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 862,252 | 1,566,328 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 0 | 0 | |||
Shares Issued Under Forbearance Agreement [Member] | |||||
Note 12 - Stockholders' Equity (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 9,500,000 | ||||
Restricted Stock [Member] | Turf Chemistry [Member] | |||||
Note 12 - Stockholders' Equity (Details) [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 400,000 | ||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||
Note 12 - Stockholders' Equity (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 28,000,000 | ||||
Restricted Stock [Member] | Vice President [Member] | |||||
Note 12 - Stockholders' Equity (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 28,000,000 | ||||
Employee Stock Option [Member] | |||||
Note 12 - Stockholders' Equity (Details) [Line Items] | |||||
Allocated Share-based Compensation Expense | $527,752 | $607,490 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years |
Note_12_Stockholders_Equity_De1
Note 12 - Stockholders' Equity (Details) - Common Stock Warrants Outstanding and Warrant Activity (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Common Stock Warrants Outstanding and Warrant Activity [Abstract] | ||
Number of warrants | 61,220,373 | 63,092,278 |
Weighted Average Exercise Price | $0.16 | $0.16 |
Weighted Average Term (Years) | 281 days | 1 year 7 days |
Forfeited during the period | -1,871,905 | |
Forfeited during the period | $0.16 |
Note_12_Stockholders_Equity_De2
Note 12 - Stockholders' Equity (Details) - Common Stock Warrants Expiration Schedule | Sep. 30, 2014 | Dec. 31, 2013 |
Common Stock Warrants Expiration Schedule [Abstract] | ||
2014 | 333,333 | |
2015 | 43,122,334 | |
2016 | 1,000,000 | |
2017 | 11,764,706 | |
2018 | 5,000,000 | |
Total | 61,220,373 | 63,092,278 |
Note_12_Stockholders_Equity_De3
Note 12 - Stockholders' Equity (Details) - Stock Option Activity Summary (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Stock Option Activity Summary [Abstract] | |||
Number of Shares | 52,895,000 | 52,930,000 | |
Weighted - average Exercise Price | $0.11 | $0.12 | |
Weighted - average Remaining Contractual Term (years) | 3 years 211 days | 4 years 6 months | |
Exercisable, Number of Shares | 47,227,000 | 50,095,000 | |
Exercisable, Weighted - average Exercise Price | $0.11 | $0.13 | |
Exercisable, Weighted - average Remaining Contractual Term (years) | 3 years 211 days | 6 years 29 days | |
Expired/Forfeited | -35,000 | ||
Expired/Forfeited | $0.14 | ||
Expired/Forfeited | 6 years 54 days |
Note_13_Discontinued_Operation2
Note 13 - Discontinued Operations (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Disposal Group, Including Discontinued Operation, Assets, Current | $216,092 | |
Disposal Group, Including Discontinued Operation, Liabilities | $78,095 | $90,792 |
Note_13_Discontinued_Operation3
Note 13 - Discontinued Operations (Details) - Discontinued Operations (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
DISCONTINUED OPERATIONS | ||
Sales, net | $258,328 | |
Cost of goods sold | -124,761 | |
General and administrative | -333,775 | |
Loss on disposal of assets | -33,390 | |
Depreciation and amortization | -21,418 | |
LOSS FROM DISCONTINUED OPERATIONS | ($13,575) | ($255,016) |
Note_14_Commitments_and_Contin1
Note 14 - Commitments and Contingencies (Details) (USD $) | 5 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Sep. 30, 2014 | Apr. 07, 2014 | Aug. 11, 2014 | Oct. 17, 2013 | Apr. 25, 2014 | Dec. 31, 2013 | Apr. 30, 2009 | Aug. 21, 2014 | Jun. 30, 2014 | |
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Loss Contingency, Accrual, Current | $61,437 | $181,437 | |||||||
Monthly Payment [Member] | Turf Chemistry [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Loss Contingency Accrual, Payments | 7,500 | ||||||||
Interest Rate from October 2008 to April 30 2009 [Member] | Madoff Energy Holdings [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Promissory Note Failed to Repay, Interest Rate | 5.00% | ||||||||
Interest Rate from April 30 2009 and thereafter [Member] | Madoff Energy Holdings [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Promissory Note Failed to Repay, Interest Rate | 18.00% | ||||||||
Prinicipal Amount [Member] | Madoff Energy Holdings [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Litigation Settlement, Amount | 122,939.68 | ||||||||
Attorney Fees [Member] | Madoff Energy Holdings [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Litigation Settlement, Amount | 12,860.70 | ||||||||
Additional Settlement Amount for Appeal to the Court of Appeals [Member] | Madoff Energy Holdings [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Litigation Settlement, Amount | 10,000 | ||||||||
Additional Settlement Amount for Appeal to the Texas Supreme Court [Member] | Madoff Energy Holdings [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Litigation Settlement, Amount | 7,500 | ||||||||
Interest Rate on Settlement Amount until Paid [Member] | Madoff Energy Holdings [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Litigation Settlement, Amount Percentage | 5.00% | ||||||||
Monthly Payment on Settlement Amount [Member] | Madoff Energy Holdings [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Litigation Settlement, Amount | 30,000 | ||||||||
Promissory Note 1 of 3 [Member] | BWC Management [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Promissory Note Failed To Repay, Amount | 73,006 | ||||||||
Summary Amount of Promissory Notes 2 and 3 of 3 [Member] | BWC Management [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Promissory Note Failed To Repay, Amount | 100,000 | ||||||||
Daniel Spencer against ESP Advanced Technologies, Inc. [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Loss Contingency, Estimate of Possible Loss | 3,500,000 | ||||||||
Default Interest Rate | 20.00% | ||||||||
Madoff Energy Holdings [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Promissory Note Failed To Repay, Amount | 87,190 | ||||||||
Litigation Settlement, Amount | 130,000 | ||||||||
Turf Chemistry [Member] | |||||||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Loss Contingency Accrual | 150,000 | ||||||||
Loss Contingency Accrual, Payments | 75,000 | ||||||||
Maximum Closure Costs | 5,000 | ||||||||
Stock Issued During Period, Shares, Other (in Shares) | 400,000 | ||||||||
Loss Contingency, Accrual, Current | $181,437 | $103,937 |
Note_15_Related_Party_Transact2
Note 15 - Related Party Transactions (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Note 15 - Related Party Transactions (Details) [Line Items] | ||
Due to Related Parties | $451,516 | $475,172 |
Vehicles [Member] | ||
Note 15 - Related Party Transactions (Details) [Line Items] | ||
Capital Lease Term | 3 years | |
Capita lLease Monthly Payment | 869 | |
Officer [Member] | ||
Note 15 - Related Party Transactions (Details) [Line Items] | ||
Due to Related Parties | $106,667 |
Note_15_Related_Party_Transact3
Note 15 - Related Party Transactions (Details) - Due to Related Parties (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Due to Related Parties [Abstract] | ||
Due to officers and related parties | $395,674 | $419,382 |
Due to ESP Enterprises | 55,842 | 55,790 |
Total due to related parties | $451,516 | $475,172 |
Note_16_Subsequent_Events_Deta
Note 16 - Subsequent Events (Details) (Subsequent Event [Member], ESP Petrochemicals [Member], Transfac Capital, Inc. [Member], USD $) | 0 Months Ended |
Oct. 01, 2014 | |
Subsequent Event [Member] | ESP Petrochemicals [Member] | Transfac Capital, Inc. [Member] | |
Note 16 - Subsequent Events (Details) [Line Items] | |
Accounts Receivable Factoring Term | 2 years |
Accounts Receivable Factoring Servicing Fee Minimum, Percentage | 0.75% |
Accounts Receivable Factoring Servicing Fee Minimum Amount | $10 |