Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 14, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Spectrum Global Solutions, Inc. | |
Entity Central Index Key | 0001413891 | |
Trading Symbol | SGSI | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 33,557,903 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 966,790 | $ 620,593 |
Accounts receivable (net of allowance for doubtful accounts of $514,302 and $502,868, respectively) | 7,759,001 | 6,562,182 |
Contract assets | 2,227,195 | 1,861,895 |
Prepaid expenses and deposits | 262,775 | 22,682 |
Total current assets | 11,215,761 | 9,067,352 |
Property and equipment (net of accumulated depreciation of $1,027,977 and $1,020,959, respectively) | 106,779 | 61,257 |
Goodwill | 2,505,615 | 1,834,856 |
Customer lists (net of accumulated amortization of $249,121 and $187,299, respectively) | 2,588,427 | 850,249 |
Tradenames (net of accumulated amortization of $143,922 and $118,810, respectively) | 1,361,683 | 1,086,795 |
Operating lease right-of use assets | 232,325 | |
Other assets | 26,296 | 29,887 |
Total assets | 18,036,886 | 12,930,396 |
Current liabilities | ||
Accounts payable and accrued liabilities | 7,162,898 | 5,472,108 |
Contract liabilities | 449,950 | |
Loans payable | 6,134,673 | 3,637,078 |
Loans payable to related parties | 313,858 | 313,858 |
Convertible debentures (net of discount of $1,360,735 and $1,770,073, respectively) | 5,188,558 | 4,842,391 |
Derivative liability | 2,874,674 | 3,166,886 |
Warrant liability | 100,000 | 100,000 |
Operating lease liabilities | 233,191 | |
Total current liabilities | 22,457,802 | 17,532,321 |
Stockholders' deficit | ||
Common stock Authorized: 750,000,000 shares, par value $0.00001 Issued 14,826,590 (December 31, 2018- 12,907,869); Outstanding: 9,006,147 (December 31, 2018 – 7,087,426) | 148 | 77 |
Additional paid-in capital | 20,194,915 | 18,681,390 |
Treasury stock, at cost | (277,436) | (277,436) |
Common stock subscribed | 74,742 | 74,742 |
Accumulated deficit | (25,502,692) | (24,170,105) |
Total stockholders' deficit | (5,510,323) | (5,691,332) |
Total liabilities and stockholders' deficit | 18,036,886 | 12,930,396 |
Series A Preferred Stock | ||
Mezzanine equity | ||
Preferred stock, value | 604,877 | 604,877 |
Series B Preferred Stock | ||
Mezzanine equity | ||
Preferred stock, value | $ 484,530 | $ 484,530 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable (net of allowance for doubtful accounts) | $ 514,302 | $ 502,868 |
Property and equipment (net of accumulated depreciation) | 1,027,977 | 1,020,959 |
Customer lists (net of accumulated amortization) | 249,121 | 187,299 |
Tradenames (net of accumulated amortization) | 143,922 | 118,810 |
Convertible debentures, net of discount | $ 1,360,735 | $ 1,770,073 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 14,826,590 | 12,907,869 |
Common stock, shares outstanding | 9,006,147 | 7,087,426 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 8,000,000 | 8,000,000 |
Preferred stock, shares issued | 899,427 | 899,427 |
Preferred stock, shares outstanding | 899,427 | 899,427 |
Series B Preferred Stock | ||
Preferred stock, par value | $ 3,500 | $ 3,500 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 11,335,732 | $ 4,327,764 |
Operating expenses | ||
Cost of revenues | 8,824,165 | 3,784,520 |
Depreciation and amortization | 93,952 | 47,833 |
General and administrative | 1,044,708 | 661,298 |
Salaries and wages | 1,358,208 | 577,604 |
Total operating expenses | 11,321,033 | 5,071,255 |
Income (loss) from operations | 14,699 | (743,491) |
Other income (expense) | ||
Gain on settlement of debt | 164,467 | 561,963 |
Gain on extinguishment of preferred stock liability | 287,815 | |
Amortization of discounts on convertible debentures and notes payable | (661,352) | (654,087) |
Gain (loss) on change in fair value of derivatives | (369,391) | 806,621 |
Interest expense | (471,412) | (179,325) |
Total other income (expense) | (1,337,688) | 822,987 |
Net income (loss) before income taxes | (1,322,987) | 79,496 |
Provision for income taxes | (9,600) | |
Net income (loss) | (1,332,587) | 79,496 |
Less: net loss attributable to the non-controlling interest | 54,773 | |
Net income (loss) attributable to Spectrum Global Solutions, Inc. common shareholders | $ (1,332,587) | $ 134,269 |
Net income (loss) per share attributable to Spectrum Global Solutions, Inc. common shareholders: | ||
Basic | $ (0.11) | $ 0.06 |
Diluted | $ (0.11) | $ 0.03 |
Weighted average number of shares outstanding used in the calculation of net income (loss) attributable to Spectrum Global Solutions, Inc. per common share: | ||
Basic | 11,771,927 | 2,225,809 |
Diluted | 11,771,927 | 8,429,006 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder’s Deficit (Unaudited) - USD ($) | Common Stock | Additional paid-in capital | Common stock subscribed | Treasury Stock | Accumulated deficit | Non-controlling interest | Total |
Balance at Dec. 31, 2017 | $ 21 | $ 15,909,612 | $ 74,742 | $ (22,322,725) | $ (88,650) | $ (6,427,000) | |
Balance, in shares at Dec. 31, 2017 | 2,115,136 | ||||||
Shares issued upon conversion of convertible debt | $ 2 | 526,367 | 526,369 | ||||
Shares issued upon conversion of convertible debt, shares | 188,274 | ||||||
Warrant issued to acquire non-controlling interest | (125,744) | (133,254) | (258,998) | ||||
Shares issued for services | 312,561 | 312,561 | |||||
Net loss for the period | 134,269 | (54,773) | 134,269 | ||||
Balance at Mar. 31, 2018 | $ 23 | 16,622,796 | 74,742 | (22,188,456) | (276,677) | (5,767,572) | |
Balance, in shares at Mar. 31, 2018 | 2,303,410 | ||||||
Balance at Dec. 31, 2018 | $ 77 | 18,681,390 | 74,742 | (277,436) | (24,170,105) | (5,691,332) | |
Balance, in shares at Dec. 31, 2018 | 7,708,684 | ||||||
Shares issued upon conversion of convertible debt | $ 42 | 1,042,211 | 1,042,253 | ||||
Shares issued upon conversion of convertible debt, shares | 4,248,675 | ||||||
Shares issued for services | $ 29 | 471,314 | 471,343 | ||||
Shares issued for services, shares | 2,869,231 | ||||||
Net loss for the period | (1,332,587) | (1,332,587) | |||||
Balance at Mar. 31, 2019 | $ 148 | $ 20,194,915 | $ 74,742 | $ (277,436) | $ (25,502,692) | $ (5,510,323) | |
Balance, in shares at Mar. 31, 2019 | 14,826,590 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities | ||
Net income (loss) | $ (1,332,587) | $ 79,496 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss (gain) on change in fair value of derivative liability | 369,391 | (806,621) |
Amortization of discounts on convertible debentures and notes payable | 661,352 | 654,087 |
Depreciation and amortization | 93,952 | 47,833 |
Amortization of operating right of use assets | 37,016 | |
Foreign exchange loss (gain) | 6,365 | |
Shares issued for services | 471,343 | |
Original issue discount | 20,000 | |
Stock-based compensation on options and warrants | 312,561 | |
Derivative warrants issued for services | 68,536 | |
(Gain) loss on settlement of debt | (164,468) | (561,963) |
Gain on extinguishment of preferred stock liability | (287,815) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,131,653) | 184,723 |
Contract assets | (365,300) | |
Prepaid expenses and deposits | 390,717 | 20,774 |
Accounts payable and accrued liabilities | 961,180 | (380,379) |
Other assets | 3,591 | 5,813 |
Operating lease liabilities | (36,150) | |
Contract liabilities | (523,083) | |
Net cash used in operating activities | (544,700) | (656,590) |
Investing activities | ||
Net cash paid on acquisition | (941,593) | |
Cash received on acquisition | 191,744 | |
Purchase of equipment | (52,540) | (8,889) |
Net cash (used in) investing activities | (994,133) | (182,855) |
Financing activities | ||
Repayment of loan payable | (6,147,609) | (386,125) |
Proceeds from notes payable | 8,367,190 | 616,306 |
Proceeds from issuance of convertible debentures | 500,000 | |
Repayment of convertible notes | (334,552) | |
Net cash provided by financing activities | 1,885,029 | 730,181 |
Change in cash | 346,197 | 256,446 |
Cash, beginning of period | 620,593 | 28,893 |
Cash, end of period | 966,790 | 285,339 |
Non-cash investing and financing activities: | ||
Common stock issued for conversion of notes payable | 1,042,254 | 92,703 |
Net assets acquired in TNS Acquisition | 935,834 | |
Convertible note issued in TNS acquisition | 665,000 | |
Net assets acquired in ADEX Acquisition | 4,332,577 | |
Warrant issued for non-controlling interest | 133,256 | |
Preferred stock issued to settle notes payable and accrued interest | 439,560 | |
Preferred stock issued to settle derivative liabilities | 291,064 | |
Preferred stock issued for prepaid expenses | 13,820 | |
Debt issuance cost | 247,500 | |
Original issue discounts | 20,000 | 402,500 |
Third party payment of third party debt | 150,000 | |
Original debt discount against derivative liability | 189,000 | 1,487,000 |
Supplemental disclosures: | ||
Interest paid | 206,467 | 4,622 |
Income taxes paid |
Organization and Going Concern
Organization and Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Going Concern | 1. Organization and Going Concern Spectrum Global Solutions, Inc., (the "Company") (f/k/a Mantra Venture Group Ltd.) was incorporated in the State of Nevada on January 22, 2007 to acquire and commercially exploit various new energy related technologies through licenses and purchases. On December 8, 2008, the Company continued its corporate jurisdiction out of the State of Nevada and into the province of British Columbia, Canada. On April 25, 2017, the Company entered into and closed on an Asset Purchase Agreement with InterCloud Systems, Inc. ("InterCloud"). Pursuant to the terms of the Asset Purchase Agreement, the Company purchased 80.1% of the assets associated with InterCloud's "AW Solutions" business. After the acquisition of AW Solutions, the Company provides professional, multi-service line, telecommunications infrastructure and outsource services to the wireless and wireline industry. On November 15, 2017, the Company changed its name to "Spectrum Global Solutions, Inc." On February 14, 2018, the Company entered into an agreement with InterCloud providing for the sale, transfer, conveyance and delivery to the Company of the remaining 19.9% of the assets associated with InterCloud's AWS business not already purchased by the Company. On February 6, 2018, the Company entered into and closed on a Stock Purchase Agreement with InterCloud Systems, Inc. ("InterCloud"). Pursuant to the terms of the Stock Purchase Agreement, the Company purchased all of the issued and outstanding capital stock and membership interests of ADEX Corp. ("ADEX"). The Company closed and completed the acquisition on February 27, 2018. After the acquisition of ADEX, the Company provides professional, multi-service line, telecommunications infrastructure, outsource services and staffing solutions to the wireless and wireline industry. On May 18, 2018, the Company transferred all of its ownership interests in and to its subsidiaries Carbon Commodity Corporation, Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., Mantra Wind Inc., Climate ESCO Ltd. and Mantra Energy Alternatives Ltd. to an entity controlled by the Company's former Chief Executive Officer, Larry Kristof. The new owner of the aforementioned entities assumed all liabilities and obligations with respect to such entities. On January 4, 2019, the Company closed a Stock Purchase Agreement InterCloud. Pursuant to the terms of the Purchase Agreement, InterCloud agreed to sell, and the Company agreed to purchase, all of the issued and outstanding capital stock of TNS, Inc., an Illinois corporation ("TNS"). These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The recently acquired AW Solutions and ADEX business has also incurred losses and experienced negative cash flows from operations during its most recent fiscal years. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. As of March 31, 2019, the Company has an accumulated deficit of $25,502,692, and a working capital deficit of $11,242,041. These factors raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management requires additional funds over the next twelve months to fully implement its business plan. Management is currently seeking additional financing through the sale of equity and from borrowings from private lenders to cover its operating expenditures. There can be no certainty that these sources will provide the additional funds required for the next twelve months. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies a) Condensed financial statements The accompanying unaudited interim consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Form 10-K for the year ended December 31, 2018. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. b) Basis of Presentation/Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its subsidiaries, AW Solutions, Inc. (from the date of acquisition, April 25, 2017), Tropical Communications, Inc. (from the date of acquisition, April 25, 2017), AW Solutions Puerto Rico LLC. (from the date of acquisition, April 25, 2017), ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (from the date of acquisition, February 27, 2018), TNS, Inc. (from the date of acquisition, January 4, 2019). All the subsidiaries are wholly-owned. During the year ended December 31, 2018, the Company disposed of the following subsidiaries; Carbon Commodity Corporation, Climate ESCO Ltd., Mantra Energy Alternatives Ltd., Mantra China Inc., Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., and Mantra Wind Inc. All inter-company balances and transactions have been eliminated. c) Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. d) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. e) Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company records unbilled receivables for services performed but not billed. Management reviews a customer’s credit history before extending credit. The Company maintains an allowance for doubtful accounts for estimated losses. Estimates of uncollectible amounts are reviewed each period, and changes are recorded in the period in which they become known. Management analyzes the collectability of accounts receivable each period. This review considers the aging of account balances, historical bad debt experience, and changes in customer creditworthiness, current economic trends, customer payment activity and other relevant factors. Should any of these factors change, the estimate made by management may also change. The allowance for doubtful accounts at March 31, 2019 and December 31, 2018 was $514,032 and $502,868, respectively. f) Property and Equipment Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates: Automotive 3-5 years straight-line basis Computer equipment and software 3-7 years straight-line basis Leasehold improvements 5 years straight-line basis Office equipment and furniture 5 years straight-line basis Research equipment 5 years straight-line basis g) Goodwill Goodwill was generated through the acquisition of AW Solutions, ADEX and TNS as the total consideration paid exceeded the fair value of the net assets acquired. The Company tests its goodwill for impairment at least annually on December 31 st The Company tests goodwill by estimating fair value using a Discounted Cash Flow (“DCF”) model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant’s weighted-average cost of capital used to discount future cash flows to their present value. There were no impairment charges during the three months ended March 31, 2019. h) Intangible Assets At March 31, 2019 and December 31, 2018, definite-lived intangible assets primarily consist of non-compete agreements, tradenames and customer relationships which are being amortized over their estimated useful lives ranging from 3-20 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. i) Long-lived Assets In accordance with ASC 360, “ Property, Plant and Equipment j) Foreign Currency Translation Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income. The Company’s integrated foreign subsidiaries are financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into U.S. dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in income. k) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Accounting for Income Taxes The Company conducts business, and files federal and state income, franchise or net worth, tax returns in Canada, the United States, in various states within the United States and the Commonwealth of Puerto Rico. The Company determines it’s filing obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2010 to 2018. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above. Significant management judgment is required in determining the provision for income taxes, and in particular, any valuation allowance recorded against the Company’s deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods. The realization of these assets is dependent on generating future taxable income. The Company follows the guidance set forth within ASC Topic 740, “ Income Taxes The Company received a tax notice from the Puerto Rican government requesting payment of taxes related to 2014 in the amount of $156,711 plus penalties and interest of $111,200 for a total obligation due of $267,911. This tax assessment is included in accrued expenses at March 31, 2019. l) Revenue Recognition Revenue from Contracts with Customers Adoption of New Accounting Guidance on Revenue Recognition On May 28, 2014, FASB issues Topic 606. As of January 1, 2018, the Company adopted Topic 606 using the modified retrospective approach applied to any contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior periods continue to be reported in accordance with previous accounting guidance. The Company determined that no cumulative effect adjustment to accumulated deficit was necessary upon adoption as there were no significant revenue recognition differences identified between the new and previous accounting guidance. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. Contract Types The Company’s contracts fall under three main types: 1) unit-price, 2) fixed-price, and 3) time-and-materials. Unit-price contracts relate to services being performed and paid on a unit basis, such as per mile of construction completed. Fixed-price contracts are based on purchase order line items that are billed on individual invoices as the project progresses and milestones are reached. Time-and-materials contracts include employees working permanently at customer locations and materials costs incurred by those employees. A significant portion of the Company’s revenues come from customers with whom the Company has a master service agreement (“MSA”). These MSA’s generally contain customer specific service requirements. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company’s different revenue service types the performance obligation is satisfied at different times. For professional services revenue, the performance obligation is met when the work is performed. In certain cases this may be each day, or each week depending on the customer. For construction services, the performance obligation is met when the work is completed and the customer has approved the work. Contract assets include unbilled amounts for services performed but not yet billed. These amounts are included in accounts receivable on the consolidated balance sheets. Contract liabilities include unbilled costs and are included in accrued expenses on the consolidated balance sheets. Revenue Service Types The following is a description of the Company’s revenue service types, which include professional services and construction: ● Professional services are services provided to the clients where the company delivers distinct contractual deliverables and/or services. Deliverables may include but are not be limited to: engineering drawings, designs, reports and specification. Services may include, but are not be limited to: consulting or professional staffing to support our client’s objectives. Consulting or professional staffing services may be provided remotely or on client premises and under their direction and supervision. ● Construction Services are services provided to the client where the Company may self-perform or subcontract services that require the physical construction of infrastructure or installation of equipment and materials. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by service type, contract type, contract duration, and timing of transfer of goods or services. See the below tables: Revenue by service type Three Months Ended March 31, 2019 $ Three Months Ended March 31, 2018 $ Professional services 5,935,226 3,366,569 Construction 5,400,506 961,195 Total 11,335,732 4,327,764 Revenue by contract duration Three Months Ended March 31, 2019 $ Three Months Ended March 31, 2018 $ Short-term 65,430 43,278 Long-term 11,270,302 4,284,486 Total 11,335,732 4,327,764 Revenue by contract type Three Months Ended March 31, 2019 $ Three Months Ended March 31, 2018 $ Unit-price 3,238,658 710,362 Fixed-price 2,161,848 250,833 Time-and-materials 5,935,226 3,366,569 Total 11,335,732 4,327,764 The Company also disaggregates its revenue by geographic location and operating segment (See Note 13). Accounts Receivable Accounts receivable include amounts from work completed in which the Company has billed. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. Contract Assets and Liabilities Contract assets include unbilled amounts for services performed but not yet billed. These amounts are included in contract assets on the consolidated balance sheets. The Company records unbilled receivables for services performed but not billed. At March 31, 2019 and December 31, 2018, unbilled receivables totaled $2,227,195 and $1,861,895, respectively. Contract liabilities include unbilled costs and are included in accrued expenses on the consolidated balance sheets. m) Cost of Revenues Cost of revenues includes all direct costs of providing services under our contracts, including costs for direct labor provided by employees, services by independent subcontractors, operation of capital equipment (excluding depreciation and amortization), direct materials, insurance claims and other direct costs. n) Research and Development Costs Research and development costs are expensed as incurred. o) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation The Company applies ASC 505-50, “ Equity-Based Payments to Non-Employees The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. p) Loss Per Share The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings (loss) per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2019, the Company had 29,135,606 (March 31, 2018 – 6,177,776) common stock equivalents outstanding. q) Comprehensive Loss ASC 220, “ Comprehensive Income r) Leases The Company adopted FASB Accounting Standards Codification, Topic 842, Leases ("ASC 842") electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative periods prior to adoption, the Company presented the disclosures which were required under ASC 840. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use ("ROU") assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months as of January 1, 2019. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, unamortized lease incentives provided by lessors, and restructuring liabilities, Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. s) Recent Accounting Pronouncements On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts In February 2016, the FASB issued ASU 2016-02, Leases The Company adopted ASU 2016-02 and its amendments and applied the transition provisions as of January 1, 2019, which included recognizing a cumulative-effect adjustment through opening retained earnings as of that date. Prior year amounts were not recast under this transition approach and, therefore, prior year amounts are excluded from the leased properties footnote. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, the Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company elected a policy of not recording leases on its condensed consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The Company recognizes payments on these leases within selling, administrative and other expenses on a straight-line basis over the lease term. The standard did not materially impact consolidated net income or liquidity. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations t) Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company maintains its cash balances with high-credit-quality financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits may be withdrawn upon demand and therefore bear minimal risk. The Company provides credit to customers on an uncollateralized basis after evaluating client creditworthiness. For the three months ended March 31, 2019, four customers accounted for 30%, 18%, 10% and 10%, respectively, of consolidated revenues for the period. In addition, amounts due from these customers represented 30%, 20%, 7% and 5%, respectively, of trade accounts receivable as of March 31, 2019. For the three months ended March 31, 2018, two customers accounted for 22% and 18%, respectively, of consolidated revenues for the period. The Company’s customers are primarily located within the domestic United States of America and Puerto Rico. Revenues generated within the domestic United States of America accounted for approximately 97% of consolidated revenues for the three month period ended March 31, 2019 (89% - 2018). Revenues generated from customers in Puerto Rico accounted for approximately 3% of consolidated revenues for the three month period ended March 31, 2019 (11% - 2018). u) Fair Value Measurements The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets. Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and. Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the three months ended March 31, 2019 and 2018. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2018 and December 31, 2017, consisted of the following: Total fair value at March 31, 2019 $ Quoted prices in active markets (Level 1) $ Significant other observable inputs (Level 2) $ Significant unobservable inputs (Level 3) $ Description: Derivative liability (1) 2,874,674 – – 2,874,674 Total fair value at Quoted prices Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 3,166,886 – – 3,166,886 (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 9 for additional information. v) Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, “ Derivatives and Hedging w) Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. x) Reclassifications Certain balances in previously issued consolidated financial statements have been reclassified to be consistent with the current period presentation. The reclassification had no impact on total financial position, net income, or stockholders’ equity. |
Acquisition of TNS, Inc.
Acquisition of TNS, Inc. | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition of TNS, Inc. | 3. Acquisition of TNS, Inc. On January 4, 2019, the Company entered into a Stock Purchase Agreement (the "Purchase Agreement") with InterCloud Systems, Inc., a Delaware corporation ("InterCloud"). Pursuant to the terms of the Purchase Agreement, InterCloud agreed to sell, and the Company agreed to purchase, all of the issued and outstanding capital stock of TNS, Inc., an Illinois corporation ("TNS"). The Company closed and completed the acquisition on January 4, 2019. The purchase price paid by the Company for the includes $980,000 in cash, paid at closing, and the issuance to InterCloud of a convertible promissory note in the aggregate principal amount of $620,000 (the "Note"). The Company has performed a valuation analysis of the fair market value of TNS' assets and liabilities. The provisional fair value of the purchase consideration issued to the sellers of TNS was allocated to the net tangible assets acquired. We accounted for the acquisition of TNS as the purchase of a business under GAAP under the acquisition method of accounting, the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of our company. The excess of the aggregate fair value of the net tangible assets has been allocated to an intangible asset, value of customer accounts and the remainder to goodwill. The purchase price allocation was based, in part, on management's knowledge of TNS' business and is preliminary. Once we complete our analysis to finalize the purchase price allocation, which includes finalizing the valuation report from a third-party appraiser and a review of potential intangible assets, it is reasonably possible that, there could be significant changes to the preliminary values below. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date: Provisional Purchase Consideration $620,000 Convertible Note $ 665,000 Cash 980,000 Total Purchase Price $ 1,645,000 Preliminary Allocation of Purchase Price Cash $ 38,407 Accounts receivable, net 65,166 Prepaid expenses 630,810 Customer lists * 1,800,000 Tradenames * 300,000 Goodwill * 670,759 Accounts payable (275,331 ) Accrued expenses (611,778 ) Contract liabilities (973,033 ) Net assets acquired $ 1,645,000 * The Company is reviewing for potential identifiable intangible assets, which may potentially change the value allocated to intangible assets. The following table summarizes our consolidated results of operations for the year ended December 31, 2018, as well as unaudited pro forma consolidated results of operations as though the acquisition had occurred on January 1, 2018: March 31, March 31, As Reported Pro Forma As Reported Pro Forma Net Sales 11,335,732 11,335,732 4,327,764 8,259,398 Net Loss (1,332,587 ) (1,340,141 ) 134,269 1,243,947 Earnings per common share: Basic (0.11 ) (0.11 ) 0.06 0.56 Diluted (0.11 ) (0.11 ) 0.03 0.16 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment March 31, December 31, Computers and office equipment 331,987 329,937 Equipment 382,140 382,140 Research equipment 143,129 143,129 Software 227,563 177,073 Vehicles 94,356 94,356 Vehicles under capital lease – – Total 1,179,175 1,126,635 Less: impairment (44,419 ) (44,419 ) Less: accumulated depreciation (1,027,977 ) (1,020,959 ) Equipment, Net 106,779 61,257 During the three months ended March 31, 2019, the Company recorded $7,018 (2018 - $4,395) of depreciation expense. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5 . Intangible Assets Cost Accumulated amortization Impairment March 31, December 31, Customer relationship and lists 2,837,548 249,121 – 2,588,427 850,249 Trade names 1,505,605 143,922 – 1,361,683 1,086,795 4,343,153 393,043 – 3,950,110 1,937,044 During the three months ended March 31, 2019, the Company recorded $86,934 (March 31, 2018 - $43,438) of amortization. Estimated Future Amortization Expense: $ For year ending December 31, 2019 260,453 For year ending December 31, 2020 347,387 For year ending December 31, 2021 347,387 For year ending December 31, 2022 347,387 For year ending December 31, 2023 to December 31, 2027 2,647,496 Total 3,950,110 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6 . Related Party Transactions a) As at March 31, 2019, the Company owes $50,577 (December 31, 2018 - $51,889) to InterCloud, which is non-interest bearing, unsecured, and due on demand and included in accounts payable and accrued liabilities. b) On November 30, 2017, the Company received $18,858 pursuant to a promissory note issued to the Chief Executive Officer of the Company. The note issued was unsecured, due on November 30, 2018 and bears interest at a rate of 8% per annum. On November 30, 2018, the lender agreed to extend the maturity of the loan to November 30, 2019. The Company accounted for the modification in accordance with ASC 470-50 “ Modifications and Extinguishments c) On November 30, 2017, the Company received $130,000 pursuant to a promissory note issued to the President of the Company. The note issued is unsecured, due on November 30, 2018 and bears interest at a rate of 8% per annum. On November 30, 2018, the lender agreed to extend the maturity of the loan to November 30, 2019. The Company accounted for the modification in accordance with ASC 470-50 “ Modifications and Extinguishments d) On April 13, 2018, the Company received $85,000 pursuant to a promissory note issued to the President of the Company. The note issued is unsecured, due on April 13, 2019 and bears interest at a rate of 8% per annum. At December 31, 2018, the amount of $85,000 was owed. On April 20, 2019, the note was amended with to a maturity date of April 20, 2020 and an interest rate of 10%. e) On April 23, 2018, each of Roger Ponder, the Company’s Chief Executive Officer, and Keith Hayter, the Company’s President, exchanged certain shares of common stock of the Company held by each of them for shares of the newly designated Series B Preferred Stock. Mr. Ponder exchanged 542,500 shares of common stock for an aggregate of 500 shares of Series B Preferred Stock, and Mr. Hayter exchanged 542,500 shares of common stock for an aggregate of 500 shares of Series B Preferred Stock. The Company recorded the fair value of the Series B Preferred Stock of $484,530 as mezzanine equity and reduced common shares and additional paid in capital an equal amount. f) On August 21, 2018, the Company received $80,000 pursuant to a promissory note issued to the President of the Company. The note issued is unsecured, due on August 20, 2019 and bears interest at a rate of 8% per annum. At March 31, 2019 and December 31, 2018, the amount of $80,000 was owed, g) On June 1, 2018, the Company entered into an employment agreement with the Chief Executive Officer of the Company. The agreement has a three year term and provides for base compensation of $350,000 per year as well as bonuses including stock options. h) On June 1, 2018, the Company entered into an employment agreement with the President of the Company. The agreement has a three year term and provides for base compensation of $340,000 per year as well as bonuses including stock options. March 31, December 31, Promissory note issued to Roger Ponder, 10% interest, unsecured, matured on November 30, 2018 and extended to November 30, 2019 $ 18,858 $ 18,858 Promissory note issued to Keith Hayter, 10% interest, unsecured, matured on November 30, 2018 and extended to November 30, 2019 130,000 130,000 Promissory note issued to Keith Hayter, 8% interest, unsecured, matures April 10, 2019 85,000 85,000 Promissory note issued to Keith Hayter, 8% interest, unsecured, matures August 20, 2019 80,000 80,000 Total $ 313,858 $ 313,858 |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Loans Payable | 7 . Loans Payable a) As of March 31, 2019, the amount of $49,121 (Cdn$63,300) (December 31, 2018 - $49,121 (Cdn$63,300)) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. b) As at March 31, 2019, the amount of $15,000 (December 31, 2018 - $15,000) is owed to non-related parties which is non-interest bearing, unsecured, and due on demand. c) As of March 31, 2019, the amounts of $7,500 and $2,636 (Cdn$3,400) (December 31, 2018 - $7,500 and $2,636 (Cdn$3,400)) are owed to a non-related party which are non-interest bearing, unsecured, and due on demand. d) In March 2012, the Company received $50,000 for the subscription of 10,000,000 shares of the Company’s common stock. During the year ended May 31, 2013, the Company and the subscriber agreed that the shares would not be issued and that the subscription would be returned. The subscription has been reclassified as a non-interest bearing demand loan until the funds are refunded to the subscriber. e) On August 4, 2015, the Company borrowed $50,000 pursuant to a promissory note. The note was due on September 4, 2015. The note bears interest at 120% per annum prior September 4, 2015, and at 180% per annum after September 4, 2015. The holder of the note was also granted the rights to buy 500 shares of the Company’s common stock at a price of $30 per share until August 4, 2017. During the year ended May 31, 2016, the Company repaid the $50,000 note and $1,200 of accrued interest remains owing. At March 31, 2019, and December 31, 2018, $1,200 of accrued interest remained owing. f) On April 12, 2017, received $12,000 pursuant to a promissory note. The note issued is unsecured, due on demand and bears interest at a rate of 10% per annum. At March 31, 2019 and December 31, 2018, the amount of $12,000 was owed. g) On October 10, 2018, the Company’s wholly-owned subsidiary, ADEX Corporation (the “Borrower”), entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with Heritage Bank of Commerce (the “Lender”). Under the Loan and Security Agreement, the Borrower may borrow an aggregate outstanding amount not to exceed the lesser of up to (i) $5,000,000 or (ii) the Borrowing Base (as defined in the Loan and Security Agreement) through one or more advances through October 10, 2020 (the “Maturity Date”), subject to the Lender’s satisfactory annual review of the Borrower on or around October 10, 2019. On the Maturity Date, all advances must be repaid. The Lender may, in its sole discretion and upon the Borrower’s request, make advances to the Borrower after the Maturity Date subject to the terms and conditions under the Loan and Security Agreement. Part of the proceeds of the initial credit extension of the Loan and Security Agreement were used to pay off borrowings owed to Prestige Capital Corporation described in Note 9(l). Interest is payable under the Loan and Security Agreement at a per annum rate equal to the Prime Rate (as defined in the Loan and Security Agreement) plus 2%. The Borrower’s obligations under the Loan and Security Agreement are secured by all assets of the Company and ADEX Puerto Rico LLC. In addition, the Company issued a warrant (the “Warrant”) to the Lender to purchase an amount of shares of the Company’s common stock equal to $150,000 divided by the Warrant Price (as defined in the Warrant) at a price per share equal to 125% of the prior day’s closing price. The Loan and Security Agreement provides that upon the occurrence of an event of default, among other things, all outstanding amounts under the Loan and Security Agreement or any portion thereof becomes immediately due and payable. Events of default under the Loan and Security Agreement include, among other items, the Borrower’s failure to comply with certain affirmative and negative covenants relating to the Company, its securities and its financial condition. In connection with the financing, on October 10, 2018, the Company also issued a warrant to purchase 113,953 shares of the Company’s common stock at $1.25 per share for three years. The fair value of the warrants of $87,410 and $190,000 of debt issuance costs resulted in a discount to the note payable of $277,410. At December 31, 2018, the Company owed $3,483,015 pursuant to this agreement and will record accretion equal to the debt discount of $257,194 over the remaining term of the note. At during the three months ended March 31, 2019 the Company borrowed an additional $1,063,686 and recorded accretion of $108,014. At March 31, 2019, the Company owed $4,546,701 pursuant to this agreement and will record accretion equal to the debt discount of $149,180 over the remaining term of the note. h) On January 4, 2019, the “Company, together with its subsidiaries, AW Solutions, Inc., AW Solutions Puerto Rico, LLC, Tropical Communications, Inc., ADEX Corp., ADEX Puerto Rico, LLC, and Telnet Solutions, Inc (collectively with the Company, the “Financing Parties”), entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Libertas Funding LLC, a Connecticut limited liability company (“Libertas”). Under the Financing Agreement, the Financing Parties sold to Libertas future receivables in an aggregate amount equal to $1,460,000 for a purchase price of $1,000,000. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Libertas $31,602 each week based upon an anticipated 20% of its future receivables until such time as $1,460,000 has been paid, a period Libertas and the Financing Parties estimated to be approximately eleven months. In the event that the Financing Agreement is paid off earlier than eleven months, there is a discount to the sum owed. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions. The Company used the proceeds of the Financing Agreement for the acquisition of TNS, as discussed in Note 3. On February 1, 2019, the Company fully repaid the Financing Agreement. i) At March 31, 2019, the Company owed $1,325,895 to WaveTech Global Inc. (“WaveTech”) pursuant to the Share Purchase Agreement described in Note 14. If the acquisition described does not close the advance has a term of 60 days and bears interest at 12%. March 31, December 31, Promissory note issued to J. Thacker, non-interest bearing, unsecured and due on demand $ 41,361 $ 41,361 Promissory note issued to S. Kahn, non-interest bearing, unsecured and due on demand $ 7,760 $ 7,760 Promissory note issued to 0738856 BC Ltd, non-interest bearing, unsecured and due on demand 15,000 15,000 Promissory note issued to Bluekey Energy, non-interest bearing, unsecured and due on demand 7,500 7,500 Promissory note issued to 0738856 BC ltd non-interest bearing, unsecured and due on demand 2,636 2,636 Subscription amount due to T. Warkentin non-interest bearing, unsecured and due on demand 50,000 50,000 Promissory note issued to Old Main Capital LLC, 8% interest, unsecured and due on demand 12,000 12,000 Promissory note issued to InterCloud Systems, Inc., non-interest bearing, unsecured and due on demand 275,000 275,000 Loan with Heritage Bank of Commerce, interest rate of prime plus 2%, secured by all assets of the Company, matures October 20, 2020, net of debt discount of $149,180 and $257,194 4,397,521 3,225,821 Loan with WaveTech Global, Inc., interest rate of 12%, matured April 28, 2019 1,325,895 - Total $ 6,134,673 $ 3,637,078 |
Convertible Debentures
Convertible Debentures | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | 8. Convertible Debentures a) On April 27, 2017, the Company issued a convertible promissory note in the aggregate principal amount of $2,000,000. The interest on the outstanding principal due under the Unsecured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Unsecured Note is due one year following the issue date of the Unsecured Note and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging Modifications and Extinguishments b) On February 21, 2018, the holder of the convertible promissory note described in Note 8(a) entered into agreements to sell and assign a total of $105,000, of the outstanding principal to a third party. During the year ended December 31, 2018, $55,000 of the note was converted. During the three months ended March 31, 2019, $44,250 of the note was converted into 583,156 shares of common stock. At March 31, 2019, the carrying value of the notes was $5,750. c) On June 7, 2018, the holder of the convertible promissory note described in Note 8(a) entered into agreements to sell and assign a total of $39,375, of the outstanding principal to a third party. During the three months ended March 31, 2019, $39,375 of the note was converted into 576,501 shares of common stock. At March 31, 2019, the carrying value of the notes was $Nil. d) On January 24, 2019 and March 15, 2019, the holder of the convertible promissory note described in Note 8(a) entered into agreements to sell and assign a total of $200,000, of the outstanding principal to a third party. During the three months ended March 31, 2019, $75,000 and $7,499 of the note was converted into 1,071,418 shares of common stock. At March 31, 2019, the carrying value of the notes was $25,000. e) On February 27, 2018, the Company issued a convertible promissory note in the aggregate principal amount of $2,000,000. The interest on the outstanding principal due under the ADEX Note accrues at a rate of 6% per annum. All principal and accrued interest under the ADEX Note is due one year following the issue date of the ADEX Note and is convertible into shares of common stock at a conversion price equal to of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion, but in no event ever lower than $1 (the “Floor”), unless the note is in default, at which time the Floor terminates. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging On September 26, 2018, the holder of the convertible promissory note entered into agreement to sell and assign a total of $75,000 of the outstanding principal to a third party. The Company approved and is bound by the assignment and sale agreement. As a result of the assignment, the assigned note bears interest at 5% and the conversion price for the $75,000 of notes assigned is now equal to the lesser 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion and $8. On December 3, 2018, the holder of the convertible promissory note entered into agreement to sell and assign a total of $50,000 of the outstanding principal to a third party. The Company accounted for the assignments in accordance with ASC 470-50 “ Modifications and Extinguishments During the three months ended March 31, 2019, $49,995 of the note was converted into 617,600 shares of common stock. During the three months ended March 31, 2019, the Company repaid $45,077 and recorded accretion of $125,967 increasing the carrying value of the notes to $1,596,577. f) The Company also issued InterCloud a convertible note with a principal amount of $793,894 to settle a contingent liability of $793,893 owed as a result of the acquisition of AWS. The note is due on August 16, 2019 and bears interest at 1% per annum. The note is convertible into common shares of the Company at a conversion price equal to the 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging g) On February 21, 2018, the Company issued a convertible note with a principal amount of $500,000 and a warrant with a term of three years to purchase up to 125,000 shares of common stock of the Company at an exercise price of $1.60 per share. The exercise price of the warrant will reduce to 85% of the closing price of the Company’s common stock if the closing price of the Company’s common stock is less than $1.60 on July 31, 2018. The note was due on January 15, 2019, and in February 2019, the maturity date was extended to June 1, 2019, and bears interest at 6% per annum. The note is convertible into common shares of the Company at a conversion price equal to the lower of 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion and $1 (the “Floor”), unless the note is in default, at which time the Floor terminates. The embedded conversion option and warrant qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging h) On April 23, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the lender a senior secured convertible promissory note in the aggregate principal amount of $1,578,947 for an aggregate purchase price of $1,500,000. The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued interest under the secured note is due on October 23, 2019 and is convertible into shares of the Company’s common stock at a fixed conversion price of $1.00. While during the first three months that the secured note is outstanding, only interest payments are due to the lender, beginning in month four, and on each monthly anniversary thereafter until maturity, amortization payments are due for principal and interest due under the secured note. The secured note includes customary events of default, including non-payment of the principal or accrued interest due on the secured note. Upon an event of default, all obligations under the secured note will become immediately due and payable. If the Company issues any common stock or common stock equivalents at an effective price per share less than $1 then the conversion price of the note will be reduced to the lower price. As long as the note is not in default the Company may repay the note at 110% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum. In connection with the Purchase Agreement, the Company entered into a security agreement, dated as of April 23, 2018, with the Lender (the “Security Agreement”) and an intellectual property security agreement, dated as of April 23, 2018, with the Lender pursuant to which the Company granted a security interest in substantially all of the assets of the Company, but for those assets over which Prestige Capital Corporation holds a lien, to secure the Company’s obligations under the secured note. In addition, all of the Company’s subsidiaries are guarantors of the Company’s obligations to the Lender pursuant to the Secured Note. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging i) On May 18, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the investor a senior secured convertible promissory note in the aggregate principal amount of $295,746 for an aggregate purchase price of $280,959. The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the secured note is due on May 18, 2019. The secured note is convertible into shares of the Company’s common stock at a fixed conversion price of $1 per share. Interest is payable monthly on the 18th of each month. While interest payments must be made in cash during the first six months that the secured note is outstanding, beginning in month seven, and on each monthly anniversary thereafter until maturity, the Company has the option to pay interest payments in stock, subject to certain equity conditions being satisfied. Any payment of interest or principal scheduled after December 1, 2018 that is made in cash will be subject to a 5% prepayment premium. Any other prepayment is subject to a 10% premium. The secured note includes customary events of default, including non-payment of the principal or accrued interest due on the secured note and cross default to other notes owing to the investor. Upon an event of default, all obligations under the secured note and other notes owing to the investor will become immediately due and payable. In connection with the issuance of the secured note, the Company issued the investor 496,101 shares of Series A Preferred Stock with a fair value of $193,509 which was expensed. The investor was granted a right to participate in future financing transactions of the Company while the secured note remains outstanding. If the Company issues any common stock or common stock equivalents at an effective price per share less than $1 then the conversion price of the note will be reduced to the lower price. As long as the note is not in default the Company may repay the note at 110% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum. In connection with the Securities Purchase Agreement, the Company entered into an amendment to the existing Security Agreement described in Note 10(o). Pursuant to the amendment, the Company agreed that obligations under the secured note and related documents will be secured pursuant to the existing security interest in substantially all of the assets of the Company securing other notes issued to the Investor (except for those assets over which Prestige Capital Corporation holds a lien). In addition, all of the Company’s subsidiaries are guarantors of the Company’s obligations to the Investor pursuant to the Secured Note and have granted a similar security interest over substantially their assets. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging j) On July 3, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the investor a senior secured convertible promissory note in the aggregate principal amount of $78,947 for an aggregate purchase price of $75,000. The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the secured note is due on March 15, 2019. The secured note is convertible into shares of the Company’s at the greater of $0.80 or 75% of the lowest VWAP in the 10 trading days prior to conversion. The Company may repay the note at 115% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging k) On July 31, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the investor a senior secured convertible promissory note in the aggregate principal amount of $78,947 for an aggregate purchase price of $75,000. The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the secured note is due on March 15, 2019. The secured note is convertible into shares of the Company’s at the greater of $1 or 75% of the lowest VWAP in the 10 trading days prior to conversion. The Company may repay the note at 115% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging l) On December 4, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the investor a senior secured convertible promissory note in the aggregate principal amount of $27,500 for an aggregate purchase price of $25,000. The interest on the outstanding principal due under the secured note accrues at a rate of 8% per annum. All principal and accrued but unpaid interest under the secured note is due on December 4, 2019. The secured note is convertible into shares of the Company’s at 65% of lowest trading price for the fifteen trading days prior to the conversion date. The Company may repay the note at 150% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging m) On January 4, 2019, as part of the acquisition described in Note 3, the Company issued to InterCloud a convertible promissory note in the aggregate principal amount of $620,000 (the “Note”). The interest on the outstanding principal due under the Note accrues at a rate of 6% per annum. All principal and accrued interest under the Note is due January 30, 2020, and is convertible, at any time at InterCloud’s election, into shares of common stock of the Company at a conversion price equal to the greater of 75% of the lowest volume-weighted average price during the 10 trading days immediately preceding the date of conversion and $0.10. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the conversion feature of $189,000 resulted in a discount to the note payable of $144,000. On January 28, 2019, the holder of the convertible promissory note entered into agreement to sell and assign a total of $620,000 of the $620,000 outstanding principal to two third parties, with $186,000 and $434,000 of principal assigned to each party. The Company approved and is bound by the assignment and sale agreement. During the three months ended March 31, 2019, $70,000 of each of the notes was converted into a total of 1,400,000 shares of common stock. During the three months ended March 31, 2019, the Company recorded accretion of $13,011 and $23,645 on the two notes increasing the carrying value of the two notes to $85,844 and $286,845 respectively. March 31, 2019 December 31, 2018 Convertible promissory note, InterCloud Systems, Inc,, 8% interest, unsecured, matured April 27, 2018, net of debt discount of $0 and $361,333 $ 1,445,625 $ 1,735,000 Convertible promissory note, InterCloud Systems, Inc,, 6% interest, unsecured, matured March 27, 2019, net of debt discount of $160,782 and $286,749 1,596,542 1,565,681 Convertible promissory note, InterCloud Systems, Inc,, 1% interest, unsecured, matures August 16, 2019, net of debt discount of $109,036 and $171,557 684,858 622,392 Convertible promissory note, Barn 11, 6% interest, unsecured, matures June 1, 2019, net of debt discount of $0 and $45,000 500,000 445,000 Convertible promissory note, Dominion Capital, 18% interest, secured, matures October 23,2019, net of debt discount of $879,130 and $1,009,630 239,291 240,370 Convertible promissory note, Dominion Capital, 12% interest, unsecured, matures May 18, 2019, net of debt discount of $82,787 and $172,570 212,959 123,176 Convertible promissory note, M2B Funding, 12% interest, unsecured, matures March 15, 2019, net of debt discount of $0 and $9,087 - 69,860 Convertible promissory note, M2B Funding, 12% interest, unsecured, matures March 15, 2019, net of debt discount of $0 and $41,395 - 37,552 Convertible promissory note, Silverback, 8% interest, unsecured, matures December 4, 2019, net of debt discount of $21,656 and $24,140 5,844 3,360 Convertible promissory note, Michael Roeske, 6% interest, unsecured, matures, January 30, 2020, net of debt discount of $30,189 and $0 85,844 - Convertible promissory note, Joel Raven, 6% interest, unsecured, matures January 30, 2020, net of debt discount of $77,155 and $0 286,845 - Convertible promissory note, Virtual Capital, LLC, 0% interest, unsecured, matured, January 24, 2019 125,000 Convertible promissory note, RDW Capital LLC, 9.9% interest, unsecured, matured March 30, 2019, net of debt discount of $0 and $0 5,750 - Total $ 5,188,558 $ 4,842,391 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 9. Derivative Liabilities The embedded conversion option of the convertible debenture described in Note 8 contain conversion features that qualify for embedded derivative classification. The fair value of the liability will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. Upon the issuance of the convertible note payable described in Note 8, the Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible notes, warrants and options. The Company elected to reclassify contracts from equity with the earliest inception date first. As a result, none of the Company's previously outstanding convertible instruments qualified for derivative reclassification, however, any convertible securities issued after the election qualified for derivative classification. The Company reassesses the classification of the instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The table below sets forth a summary of changes in the fair value of the Company's Level 3 financial liabilities. March 31, December 31, Balance at the beginning of period $ 3,166,886 $ 4,749,712 Derivative issued as part of acquisition - 302,800 Original discount limited to proceeds of notes 189,000 2,839,369 Fair value of derivative liabilities in excess of notes proceeds received - 2,274,892 Derivative warrants issued for services and to acquire non-controlling interest - 328,833 Derivative liability settled through the issuance of preferred stock - (291,064 ) Conversion of derivative liability (686,135 ) (678,142 ) Repayment of convertible note (164,468 ) (310,041 ) Change in fair value of embedded conversion option 369,391 (6,049,473 ) Balance at the end of the period $ 2,874,674 $ 3,166,886 The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using Monte-Carlo model or a Binomial Model based on various assumptions. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 204 % 2.57 % 0 % 1.07 At December 31, 2018 172-381 % 2.45-2.63 % 0 % 0.04-2.78 At March 31, 2019 215-386 % 2.27-2.44 % 0 % 0.25-2.53 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Common Stock | 10. Common Stock On November 15, 2017, the Company revised its authorized share capital to increase the number of authorized common shares from 275,000,000 common shares with a par value of $0.00001, to 750,000,000 common shares with a par value of $0.00001. Treasury stock- The Company holds 621,258 shares in treasury at a cost of $277,436. a) As at December 31, 2017 and May 31, 2017, the Company's subsidiary, Mantra Energy Alternatives Ltd., had received subscriptions for 335 shares of common stock at Cdn$1.00 per share for proceeds of $66,277 (Cdn$67,000), which is included in common stock subscribed, net of the non-controlling interest portion of $7,231. b) As at December 31, 2017 and May 31, 2017, the Company's subsidiary, Climate ESCO Ltd., had received subscriptions for 1,050 shares of common stock at $0.10 per share for proceeds of $21,000, which is included in common stock subscribed, net of the non-controlling interest portion of $7,384. c) On September 28, 2018, the Company issued 5,010,000 shares of common stock with a fair value of $3,256,500 to employees of the Company in exchange for services for the Company. The shares vest over 36 months. During the period ended March 31, 2019, the Company recorded $422,988 for the vested portion of the shares, leaving $2,228,508 of unvested compensation expense to be recognized in future periods. d) On October 9, 2018, the Company issued 520,000 shares of common stock with a fair value of $520,000 to employees of the Company in exchange for services for the Company. The shares vest over 36 months. During the period ended March 31, 2019, the Company recorded $34,395 for the vested portion of the shares, leaving $429,512 of unvested compensation expense to be recognized in future periods e) On January 14, 2019, the Company issued 100,000 shares of common stock upon the conversion of $9,746 of principal pursuant to the loan described in Note 8(e). f) On January 14, 2019, the Company issued 110,742 shares of common stock upon the conversion of $10,000 of principal pursuant to the loan described in Note 8(b). g) On January 28, 2019, the Company issued 200,000 shares of common stock upon the conversion of $15,552 of principal pursuant to the loan described in Note 8(e). h) On February 1, 2019, the Company issued 2,869,230 shares of common stock to employees and directors of the Company in exchange for services for the Company. The shares vest over periods between 11 and 36 months. During the quarter ended March 31361,490 of unvested compensation expense to be recognized in future periods i) On February 7, 2019, the holder of the assigned note converted $75,000 of the note and $7,499 of interest into 1,071,418 shares of the Company's common stock. j) On February 7, 2019, the Company issued 172,414 shares of common stock upon the conversion of $12,500 of principal pursuant to the loan described in Note 8(b). k) On February 11, 2019, the Company issued 317,600 shares of common stock upon the conversion of $24,697 of principal pursuant to the loan described in Note 8(e). l) On February 12, 2019, the Company issued 300,000 shares of common stock upon the conversion of $21,750 of principal pursuant to the loan described in Note 8(b). m) On February 14, 2019, the Company issued 1,400,000 shares of common stock upon the conversion of $140,000 principal pursuant to the convertible promissory note described in Note 8(m). n) On March 7, 2019, the Company issued 576,501 shares of common stock upon the conversion of $39,375 of principal pursuant to the loan described in Note 8( c). |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | 11. Preferred Stock Series A On November 15, 2017, the Company created one series of the 20,000,000 preferred shares it is authorized to issue, consisting of 8,000,000 shares, to be designated as Series A Preferred Shares. On October 29, 2018, the Company amended and restated the Company's Series A Convertible Preferred Stock. The principal terms of the Series A Preferred Shares are as follows: Voting rights Dividend rights Conversion rights Liquidation rights In accordance with ASC 480 Distinguishing Liabilities from Equity Series B On April 16, 2018, the Company designated 1,000 shares of Series B preferred stock of the Company (the "Series B Preferred Stock") with a stated value of $3,500 per share. The Series B Preferred Stock is neither redeemable nor convertible into common stock. The principal terms of the Series A Preferred Shares are as follows: Issue Price - Redemption - Dividends - Preference of Liquidation - Voting - Conversion - In accordance with ASC 480 Distinguishing Liabilities from Equity |
Share Purchase Warrants
Share Purchase Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Share Purchase Warrants | 12. Share Purchase Warrants The following table summarizes the continuity of share purchase warrants: Number of Weighted average Balance, December 31, 2018 1,715,177 2.14 Issued 284,717 1.20 Expired (60,000 ) 0.32 Balance, March 31, 2019 1,939,894 1.96 As at March 31, 2019, the following share purchase warrants were outstanding: Number of Exercise Expiry date 20,375 74.00 April 10, 2019 137,500 5.10 April 28, 2020 250,000 0.10 June 27, 2020 593,064 * 1.20 February 13, 2021 125,000 1.60 February 21, 2021 500,000 1.00 May 17, 2020 200,000 0.00010 September 10, 2019 113,955 1.08 October 10, 2021 1,939,894 * This warrant is convertible into 4% of the number of common shares of the Company outstanding. At March 31, 2019, 4% of the number of shares of the Company outstanding was 14,826,590 shares. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 13. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases The depreciable lives of operating lease assets and leasehold improvements are limited by the expected lease term. The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The Company used incremental borrowing rates as of January 1, 2019 for operating leases that commenced prior to that date. The following table sets forth the operating lease right of use (“ROU”) assets and liabilities as of March 31, 2019: March 31, Operating lease assets $ 232,325 Operating lease liabilities: Current operating lease liabilities $ 233,191 Total operating lease liabilities $ 233,191 Expense related to leases is recorded on a straight-line basis over the lease term, including rent holidays. During the three months ended March 31, 2019, the Company recognized operating lease expense of $48,175. Operating lease costs are included within selling, administrative and other expenses on the condensed consolidated statements of income and comprehensive income. During the three months ended March 31, 2019, short-term lease costs were $78,035. Cash paid for amounts included in the measurement of operating lease liabilities were $47,309 for the three months ended March 31, 2019, and this amount is included in operating activities in the condensed consolidated statements of cash flows. During the three months ended March 31, 2019, the Company reduced its operating lease liabilities by $36,150 for cash paid. The operating lease liabilities as of March 31, 2019 reflect a weighted average discount rate of 48%. Lease payments over the next five years and thereafter are as follows: March 31, 2019 $ 173,727 2020 88,431 2021 61,372 2022 63,214 2023 21,330 2024 - Total lease payments 408,074 Less: imputed interest (174,883 ) Total operating lease liabilities $ 233,191 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies (a) The Company leases certain of its properties under leases that expire on various dates through 2023. Some of these agreements include escalation clauses and provide for renewal options ranging from one to five years. Leases with an initial term of 12 months or less and immaterial leases are not recorded on the balance sheet. (b) On February 4, 2019, the Company entered into a Share Purchase Agreement (the "Purchase Agreement") with WaveTech Global Inc. ("WaveTech"), a Delaware corporation, and the stockholders of WaveTech. The merger of WaveTech into the Company shall be effected through a sale and exchange of shares and cash. Pursuant to the Purchase Agreement, in exchange for cash consideration and shares of common stock of the Company, the Company will acquire all right, title and interest in all of the issued and outstanding shares of stock of WaveTech. Upon the consummation of the transactions contemplated by the Purchase Agreement (the "Transactions"), WaveTech will become the majority controlling shareholder of the Company. The consummation of the Transactions is also subject to the satisfaction or waiver (if permitted by law) of certain closing conditions, including, among other things, (i) the accuracy of the representations and warranties of the parties in all material respects, (ii) the performance of and compliance with the covenants of the parties in all material respects, (iii) receipt of certain regulatory approvals, (iv) approval by holders of a majority of WaveTech's common stock outstanding and entitled to vote and (v) consolidation of certain subsidiaries and affiliated entities of WaveTech into WaveTech. The parties are required to use commercially reasonable efforts to cause to be taken and to do or cause to be done all actions and things as are necessary under the terms of the Purchase Agreement or under applicable law, in order to consummate the Transactions. The parties are also required to, among other things, cooperate in all respects with each other in connection with any filing or submission to any governmental authority in connection with the Transactions. The Purchase Agreement also contains certain termination rights for both the Company and WaveTech, including that the Company or WaveTech may terminate the Purchase Agreement if the Transactions have not been consummated on or prior to February 28, 2019. Upon consummation of the Transactions, the Company intends to rebrand itself under the WaveTech Global name, file for a name change to WaveTech Global Inc. and apply for an up-listing to the NASDAQ exchange, subject to filing and approval by NASDAQ and FINRA. The Company's board of directors will expand to include three new board members from WaveTech. As of the date of these financial statements the transaction has not closed. |
Segment Disclosures
Segment Disclosures | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Disclosures | 15. Segment Disclosures During the three months ended March 31, 2019 and 2018, the Company had one operating segment including: ● AW Solutions Inc., a Longwood, Florida-based company, AW Solutions Puerto Rico LLC, ADEX Corporation and ADEX Puerto LLC which is in the business of the provision of professional, multi-service line, telecommunications infrastructure and outsource services to the wireless and wireline industry, ADEX Corporation and ADEX Puerto Rico LLC offering turnkey wireless and wireline telecom service and project staffing and TNS, Inc., an Illinois corporation (acquired January 4, 2019) which is a communications contractor that specializes in the design, installation and maintenance of structured cabling systems and, ● Spectrum Global Solutions (SGS), which consists of the rest of the Company’s operations. Factors used to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates the SGS reporting segment in one geographical area (the United States), the AW Solutions operating segment in two geographical areas (the United States and Puerto Rico), and the ADEX operating segment in two geographical areas (the United States and Puerto Rico). Financial statement information by operating segment for the three months ended March 31, 2019 is presented below: Spectrum Global AWS/ADEX/TNS Total Net Sales – 11,335,732 11,335,732 Operating (loss) income (954,967 ) 969,666 14,699 Interest expense 399,555 71,857 471,412 Depreciation and amortization - 93,952 93,952 Total Assets as of March 31, 2019 15,067 18,021,819 18,036,886 Geographic information for the three months ended and as at March 31, 2019 is presented below: Revenues Long-Lived Puerto Rico 310,478 3,371 United States 11,025,254 6,817,755 Consolidated Total 11,335,732 6,821,126 Financial statement information by operating segment for the three months ended March 31, 2018 is presented below: Spectrum Global AWS/ADEX Total Net Sales – 4,327,764 4,327,764 Operating (loss) income (666,249 ) (77,242 ) (743,491 ) Interest expense 107,894 71,431 179,325 Depreciation and amortization – 47,833 47,833 Total Assets as of December 31, 2018 99,835 12,830,561 10,774,123 Geographic information for the three months ended March 31, 2018 is presented below: Revenues Long-Lived Puerto Rico 466,624 5,377 United States 3,861,140 4,016,895 Consolidated Total 4,327,764 4,022,273 |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Net Loss Income Per Share [Abstract] | |
Net (Loss) Income Per Share | 16. Net (Loss) Income Per Share Three Months Three Months Ended Ended March 31, March 31, 2019 2018 $ $ Numerator: Net income (loss) (1,332,587 ) 134,269 Convertible note interest – 87,860 Adjusted diluted net income (loss) (1,332,587 ) 222,129 Denominator: Weighted average shares outstanding used in computing net income per share: Basic 11,771,927 2,225,809 Effect of dilutive stock options and convertible notes payable – 6,194,355 Effect of preferred shares – 8,842 Diluted 11,771,927 8,429,006 Net income (loss) per share applicable to common stockholders: Basic (0.11 ) 0.06 Diluted (0.11 ) 0.03 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events a) On April 2. 2019, the Company issued 1,400,000 shares of common stock upon the conversion of $70,000 and $6.930 of accrued interest described in Note 8 (d). b) On April 13, 2019, the Company amended the note described in Note 6(d). Pursuant to the amendment, the notes maturity was extended from April 13, 2019 to April 13, 2020. In addition, the interest rate increased from 8% to 10%. c) On April 23, 2019, the Company issued 799,980 shares of common stock upon the conversion of $30,000 and $9,999 of accrued interest described in Note 8(d). d) On April 23, 2019, the Company issued 699,980 shares of common stock upon the conversion of $25,000 and $9,999 of accrued interest described in Note 8(d). e) On May 3, 2019, the Company and Dominion Capital LLC (the “Holder”) entered into an exchange agreement (the “Exchange Agreement”) to exchange the two Senior Secured Convertible Promissory Notes described in Notes 8(h) and (i), with principal amounts of $1,052,632 plus accrued interest and $295,746 plus accrued interest respectively, for a single Senior Secured Convertible Promissory note with a principal amount of $1,571,134 (the “Exchange Note”). The interest on the outstanding principal due under the Exchange Note accrues at a rate of 12% per annum. All principal and accrued interest under the Exchange Note is due on October 17, 2020 and is convertible into shares of the Company’s Common Stock. The conversion price in effect on the date such conversion is effected shall be equal to (i) initially, $0.10 or (ii) on or after the date of the closing of the next public or private offering of equity or equity-linked securities of the Company in which the Company receives gross proceeds in an amount greater than $100,000, one hundred and five percent (105%) of the price of the Common Stock issuable in the offering. While during the first six months that the Exchange Note is outstanding, only interest payments are due to the Holder, beginning in October 2019, and on each monthly anniversary thereafter until maturity, amortization payments are due for principal and interest due under the Exchange Note. The Exchange Note includes customary events of default, including non-payment of the principal or accrued interest due on the Exchange Note. Upon an event of default, all obligations under the Exchange Note will become immediately due and payable. The Holder was granted a right to participate in future financing transactions of the Company while the Exchange Note remains outstanding. f) On May 6, 2019, in accordance with terms of the notes described in Notes 8(a) and (e), the Company issued an aggregate of 15,707,163 shares of the Company’s common stock to InterCloud pursuant to the automatic forced conversion of all outstanding obligations under the Notes, in full satisfaction thereof. The shares issued were unregistered and are subject to Rule 144 restrictions. g) On May 10, 2019, the Company entered into an amendment to the note payable described in Note 8(g). Pursuant to the amendment the maturity date of the note was extended from January 15, 2019 to June 1, 2019. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Condensed financial statements | a) Condensed financial statements The accompanying unaudited interim consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Form 10-K for the year ended December 31, 2018. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. |
Basis of Presentation/Principles of Consolidation | b) Basis of Presentation/Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its subsidiaries, AW Solutions, Inc. (from the date of acquisition, April 25, 2017), Tropical Communications, Inc. (from the date of acquisition, April 25, 2017), AW Solutions Puerto Rico LLC. (from the date of acquisition, April 25, 2017), ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (from the date of acquisition, February 27, 2018), TNS, Inc. (from the date of acquisition, January 4, 2019). All the subsidiaries are wholly-owned. During the year ended December 31, 2018, the Company disposed of the following subsidiaries; Carbon Commodity Corporation, Climate ESCO Ltd., Mantra Energy Alternatives Ltd., Mantra China Inc., Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., and Mantra Wind Inc. All inter-company balances and transactions have been eliminated. |
Use of Estimates | c) Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | d) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Accounts Receivable | e) Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company records unbilled receivables for services performed but not billed. Management reviews a customer’s credit history before extending credit. The Company maintains an allowance for doubtful accounts for estimated losses. Estimates of uncollectible amounts are reviewed each period, and changes are recorded in the period in which they become known. Management analyzes the collectability of accounts receivable each period. This review considers the aging of account balances, historical bad debt experience, and changes in customer creditworthiness, current economic trends, customer payment activity and other relevant factors. Should any of these factors change, the estimate made by management may also change. The allowance for doubtful accounts at March 31, 2019 and December 31, 2018 was $514,032 and $502,868, respectively. |
Property and Equipment | f) Property and Equipment Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates: Automotive 3-5 years straight-line basis Computer equipment and software 3-7 years straight-line basis Leasehold improvements 5 years straight-line basis Office equipment and furniture 5 years straight-line basis Research equipment 5 years straight-line basis |
Goodwill | g) Goodwill Goodwill was generated through the acquisition of AW Solutions, ADEX and TNS as the total consideration paid exceeded the fair value of the net assets acquired. The Company tests its goodwill for impairment at least annually on December 31 st The Company tests goodwill by estimating fair value using a Discounted Cash Flow ("DCF") model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant's weighted-average cost of capital used to discount future cash flows to their present value. There were no impairment charges during the three months ended March 31, 2019. |
Intangible Assets | h) Intangible Assets At March 31, 2019 and December 31, 2018, definite-lived intangible assets primarily consist of non-compete agreements, tradenames and customer relationships which are being amortized over their estimated useful lives ranging from 3-20 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. |
Long-lived Assets | i) Long-lived Assets In accordance with ASC 360, “ Property, Plant and Equipment |
Foreign Currency Translation | j) Foreign Currency Translation Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income. The Company’s integrated foreign subsidiaries are financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into U.S. dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in income. |
Income Taxes | k) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Accounting for Income Taxes The Company conducts business, and files federal and state income, franchise or net worth, tax returns in Canada, the United States, in various states within the United States and the Commonwealth of Puerto Rico. The Company determines it’s filing obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2010 to 2018. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above. Significant management judgment is required in determining the provision for income taxes, and in particular, any valuation allowance recorded against the Company’s deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods. The realization of these assets is dependent on generating future taxable income. The Company follows the guidance set forth within ASC Topic 740, “ Income Taxes The Company received a tax notice from the Puerto Rican government requesting payment of taxes related to 2014 in the amount of $156,711 plus penalties and interest of $111,200 for a total obligation due of $267,911. This tax assessment is included in accrued expenses at March 31, 2019. |
Revenue Recognition | l) Revenue Recognition Revenue from Contracts with Customers Adoption of New Accounting Guidance on Revenue Recognition On May 28, 2014, FASB issues Topic 606. As of January 1, 2018, the Company adopted Topic 606 using the modified retrospective approach applied to any contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior periods continue to be reported in accordance with previous accounting guidance. The Company determined that no cumulative effect adjustment to accumulated deficit was necessary upon adoption as there were no significant revenue recognition differences identified between the new and previous accounting guidance. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. Contract Types The Company's contracts fall under three main types: 1) unit-price, 2) fixed-price, and 3) time-and-materials. Unit-price contracts relate to services being performed and paid on a unit basis, such as per mile of construction completed. Fixed-price contracts are based on purchase order line items that are billed on individual invoices as the project progresses and milestones are reached. Time-and-materials contracts include employees working permanently at customer locations and materials costs incurred by those employees. A significant portion of the Company's revenues come from customers with whom the Company has a master service agreement ("MSA"). These MSA's generally contain customer specific service requirements. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company's different revenue service types the performance obligation is satisfied at different times. For professional services revenue, the performance obligation is met when the work is performed. In certain cases this may be each day, or each week depending on the customer. For construction services, the performance obligation is met when the work is completed and the customer has approved the work. Contract assets include unbilled amounts for services performed but not yet billed. These amounts are included in accounts receivable on the consolidated balance sheets. Contract liabilities include unbilled costs and are included in accrued expenses on the consolidated balance sheets. Revenue Service Types The following is a description of the Company's revenue service types, which include professional services and construction: ● Professional services are services provided to the clients where the company delivers distinct contractual deliverables and/or services. Deliverables may include but are not be limited to: engineering drawings, designs, reports and specification. Services may include, but are not be limited to: consulting or professional staffing to support our client's objectives. Consulting or professional staffing services may be provided remotely or on client premises and under their direction and supervision. ● Construction Services are services provided to the client where the Company may self-perform or subcontract services that require the physical construction of infrastructure or installation of equipment and materials. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by service type, contract type, contract duration, and timing of transfer of goods or services. See the below tables: Revenue by service type Three Months Ended March 31, 2019 $ Three Months Ended March 31, 2018 $ Professional services 5,935,226 3,366,569 Construction 5,400,506 961,195 Total 11,335,732 4,327,764 Revenue by contract duration Three Months Ended March 31, 2019 $ Three Months Ended March 31, 2018 $ Short-term 65,430 43,278 Long-term 11,270,302 4,284,486 Total 11,335,732 4,327,764 Revenue by contract type Three Months Ended March 31, 2019 $ Three Months Ended March 31, 2018 $ Unit-price 3,238,658 710,362 Fixed-price 2,161,848 250,833 Time-and-materials 5,935,226 3,366,569 Total 11,335,732 4,327,764 The Company also disaggregates its revenue by geographic location and operating segment (See Note 13). Accounts Receivable Accounts receivable include amounts from work completed in which the Company has billed. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. Contract Assets and Liabilities Contract assets include unbilled amounts for services performed but not yet billed. These amounts are included in contract assets on the consolidated balance sheets. The Company records unbilled receivables for services performed but not billed. At March 31, 2019 and December 31, 2018, unbilled receivables totaled $2,227,195 and $1,861,895, respectively. Contract liabilities include unbilled costs and are included in accrued expenses on the consolidated balance sheets. |
Cost of Revenues | m) Cost of Revenues Cost of revenues includes all direct costs of providing services under our contracts, including costs for direct labor provided by employees, services by independent subcontractors, operation of capital equipment (excluding depreciation and amortization), direct materials, insurance claims and other direct costs. |
Research and Development Costs | n) Research and Development Costs Research and development costs are expensed as incurred. |
Stock-based Compensation | o) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation The Company applies ASC 505-50, “ Equity-Based Payments to Non-Employees The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. |
Loss Per Share | p) Loss Per Share The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings (loss) per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2019, the Company had 29,135,606 (March 31, 2018 – 6,177,776) common stock equivalents outstanding. |
Comprehensive Loss | q) Comprehensive Loss ASC 220, “ Comprehensive Income |
Leases | r) Leases The Company adopted FASB Accounting Standards Codification, Topic 842, Leases ("ASC 842") electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative periods prior to adoption, the Company presented the disclosures which were required under ASC 840. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use ("ROU") assets and lease liabilities. ROU assets represent the Company's right to use underlying assets for the lease terms and lease liabilities represent the Company's obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company's leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months as of January 1, 2019. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, unamortized lease incentives provided by lessors, and restructuring liabilities, Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. |
Recent Accounting Pronouncements | s) Recent Accounting Pronouncements On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts In February 2016, the FASB issued ASU 2016-02, Leases The Company adopted ASU 2016-02 and its amendments and applied the transition provisions as of January 1, 2019, which included recognizing a cumulative-effect adjustment through opening retained earnings as of that date. Prior year amounts were not recast under this transition approach and, therefore, prior year amounts are excluded from the leased properties footnote. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, the Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company elected a policy of not recording leases on its condensed consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The Company recognizes payments on these leases within selling, administrative and other expenses on a straight-line basis over the lease term. The standard did not materially impact consolidated net income or liquidity. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations |
Concentrations of Risk | t) Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company maintains its cash balances with high-credit-quality financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits may be withdrawn upon demand and therefore bear minimal risk. The Company provides credit to customers on an uncollateralized basis after evaluating client creditworthiness. For the three months ended March 31, 2019, four customers accounted for 30%, 18%, 10% and 10%, respectively, of consolidated revenues for the period. In addition, amounts due from these customers represented 30%, 20%, 7% and 5%, respectively, of trade accounts receivable as of March 31, 2019. For the three months ended March 31, 2018, two customers accounted for 22% and 18%, respectively, of consolidated revenues for the period. The Company's customers are primarily located within the domestic United States of America and Puerto Rico. Revenues generated within the domestic United States of America accounted for approximately 97% of consolidated revenues for the three month period ended March 31, 2019 (89% - 2018). Revenues generated from customers in Puerto Rico accounted for approximately 3% of consolidated revenues for the three month period ended March 31, 2019 (11% - 2018). |
Fair Value Measurements | u) Fair Value Measurements The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets. Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and. Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the three months ended March 31, 2019 and 2018. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2018 and December 31, 2017, consisted of the following: Total fair value at March 31, 2019 $ Quoted prices in active markets (Level 1) $ Significant other observable inputs (Level 2) $ Significant unobservable inputs (Level 3) $ Description: Derivative liability (1) 2,874,674 – – 2,874,674 Total fair value at Quoted prices Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 3,166,886 – – 3,166,886 (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 9 for additional information. |
Derivative Liabilities | v) Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, " Derivatives and Hedging |
Sequencing Policy | w) Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. |
Reclassifications | x) Reclassifications Certain balances in previously issued consolidated financial statements have been reclassified to be consistent with the current period presentation. The reclassification had no impact on total financial position, net income, or stockholders’ equity. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment estimated useful lives | Automotive 3-5 years straight-line basis Computer equipment and software 3-7 years straight-line basis Leasehold improvements 5 years straight-line basis Office equipment and furniture 5 years straight-line basis Research equipment 5 years straight-line basis |
Schedule of disaggregates its revenue from contracts with customers by service type | Revenue by service type Three Months Ended March 31, 2019 $ Three Months Ended March 31, 2018 $ Professional services 5,935,226 3,366,569 Construction 5,400,506 961,195 Total 11,335,732 4,327,764 Revenue by contract duration Three Months Ended March 31, 2019 $ Three Months Ended March 31, 2018 $ Short-term 65,430 43,278 Long-term 11,270,302 4,284,486 Total 11,335,732 4,327,764 Revenue by contract type Three Months Ended March 31, 2019 $ Three Months Ended March 31, 2018 $ Unit-price 3,238,658 710,362 Fixed-price 2,161,848 250,833 Time-and-materials 5,935,226 3,366,569 Total 11,335,732 4,327,764 |
Schedule of financial assets and liabilities fair value measured on a recurring basis | Total fair value at March 31, 2019 $ Quoted prices in active markets (Level 1) $ Significant other observable inputs (Level 2) $ Significant unobservable inputs (Level 3) $ Description: Derivative liability (1) 2,874,674 – – 2,874,674 Total fair value at Quoted prices Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 3,166,886 – – 3,166,886 (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. |
Acquisition of TNS, Inc. (Table
Acquisition of TNS, Inc. (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of allocation of preliminary purchase price | Provisional Purchase Consideration $620,000 Convertible Note $ 665,000 Cash 980,000 Total Purchase Price $ 1,645,000 Preliminary Allocation of Purchase Price Cash $ 38,407 Accounts receivable, net 65,166 Prepaid expenses 630,810 Customer lists * 1,800,000 Tradenames * 300,000 Goodwill * 670,759 Accounts payable (275,331 ) Accrued expenses (611,778 ) Contract liabilities (973,033 ) Net assets acquired $ 1,645,000 * The Company is reviewing for potential identifiable intangible assets, which may potentially change the value allocated to intangible assets. |
Schedule of unaudited pro forma consolidated of operations | March 31, March 31, As Reported Pro Forma As Reported Pro Forma Net Sales 11,335,732 11,335,732 4,327,764 8,259,398 Net Loss (1,332,587 ) (1,340,141 ) 134,269 1,243,947 Earnings per common share: Basic (0.11 ) (0.11 ) 0.06 0.56 Diluted (0.11 ) (0.11 ) 0.03 0.16 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | March 31, December 31, Computers and office equipment 331,987 329,937 Equipment 382,140 382,140 Research equipment 143,129 143,129 Software 227,563 177,073 Vehicles 94,356 94,356 Vehicles under capital lease – – Total 1,179,175 1,126,635 Less: impairment (44,419 ) (44,419 ) Less: accumulated depreciation (1,027,977 ) (1,020,959 ) Equipment, Net 106,779 61,257 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Cost Accumulated amortization Impairment March 31, December 31, Customer relationship and lists 2,837,548 249,121 – 2,588,427 850,249 Trade names 1,505,605 143,922 – 1,361,683 1,086,795 4,343,153 393,043 – 3,950,110 1,937,044 |
Schedule of estimated future amortization expense | $ For year ending December 31, 2019 260,453 For year ending December 31, 2020 347,387 For year ending December 31, 2021 347,387 For year ending December 31, 2022 347,387 For year ending December 31, 2023 to December 31, 2027 2,647,496 Total 3,950,110 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | March 31, December 31, Promissory note issued to Roger Ponder, 10% interest, unsecured, matured on November 30, 2018 and extended to November 30, 2019 $ 18,858 $ 18,858 Promissory note issued to Keith Hayter, 10% interest, unsecured, matured on November 30, 2018 and extended to November 30, 2019 130,000 130,000 Promissory note issued to Keith Hayter, 8% interest, unsecured, matures April 10, 2019 85,000 85,000 Promissory note issued to Keith Hayter, 8% interest, unsecured, matures August 20, 2019 80,000 80,000 Total $ 313,858 $ 313,858 |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of loans payable | March 31, December 31, Promissory note issued to J. Thacker, non-interest bearing, unsecured and due on demand $ 41,361 $ 41,361 Promissory note issued to S. Kahn, non-interest bearing, unsecured and due on demand $ 7,760 $ 7,760 Promissory note issued to 0738856 BC Ltd, non-interest bearing, unsecured and due on demand 15,000 15,000 Promissory note issued to Bluekey Energy, non-interest bearing, unsecured and due on demand 7,500 7,500 Promissory note issued to 0738856 BC ltd non-interest bearing, unsecured and due on demand 2,636 2,636 Subscription amount due to T. Warkentin non-interest bearing, unsecured and due on demand 50,000 50,000 Promissory note issued to Old Main Capital LLC, 8% interest, unsecured and due on demand 12,000 12,000 Promissory note issued to InterCloud Systems, Inc., non-interest bearing, unsecured and due on demand 275,000 275,000 Loan with Heritage Bank of Commerce, interest rate of prime plus 2%, secured by all assets of the Company, matures October 20, 2020, net of debt discount of $149,180 and $257,194 4,397,521 3,225,821 Loan with WaveTech Global, Inc., interest rate of 12%, matured April 28, 2019 1,325,895 - Total $ 6,134,673 $ 3,637,078 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Convertible Debentures Tables Abstract | |
Schedule of convertible promissory note | March 31, 2019 December 31, 2018 Convertible promissory note, InterCloud Systems, Inc,, 8% interest, unsecured, matured April 27, 2018, net of debt discount of $0 and $361,333 $ 1,445,625 $ 1,735,000 Convertible promissory note, InterCloud Systems, Inc,, 6% interest, unsecured, matured March 27, 2019, net of debt discount of $160,782 and $286,749 1,596,542 1,565,681 Convertible promissory note, InterCloud Systems, Inc,, 1% interest, unsecured, matures August 16, 2019, net of debt discount of $109,036 and $171,557 684,858 622,392 Convertible promissory note, Barn 11, 6% interest, unsecured, matures June 1, 2019, net of debt discount of $0 and $45,000 500,000 445,000 Convertible promissory note, Dominion Capital, 18% interest, secured, matures October 23,2019, net of debt discount of $879,130 and $1,009,630 239,291 240,370 Convertible promissory note, Dominion Capital, 12% interest, unsecured, matures May 18, 2019, net of debt discount of $82,787 and $172,570 212,959 123,176 Convertible promissory note, M2B Funding, 12% interest, unsecured, matures March 15, 2019, net of debt discount of $0 and $9,087 - 69,860 Convertible promissory note, M2B Funding, 12% interest, unsecured, matures March 15, 2019, net of debt discount of $0 and $41,395 - 37,552 Convertible promissory note, Silverback, 8% interest, unsecured, matures December 4, 2019, net of debt discount of $21,656 and $24,140 5,844 3,360 Convertible promissory note, Michael Roeske, 6% interest, unsecured, matures, January 30, 2020, net of debt discount of $30,189 and $0 85,844 - Convertible promissory note, Joel Raven, 6% interest, unsecured, matures January 30, 2020, net of debt discount of $77,155 and $0 286,845 - Convertible promissory note, Virtual Capital, LLC, 0% interest, unsecured, matured, January 24, 2019 125,000 Convertible promissory note, RDW Capital LLC, 9.9% interest, unsecured, matured March 30, 2019, net of debt discount of $0 and $0 5,750 - Total $ 5,188,558 $ 4,842,391 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of changes in the fair value of the Company's Level 3 financial liabilities | March 31, December 31, Balance at the beginning of period $ 3,166,886 $ 4,749,712 Derivative issued as part of acquisition - 302,800 Original discount limited to proceeds of notes 189,000 2,839,369 Fair value of derivative liabilities in excess of notes proceeds received - 2,274,892 Derivative warrants issued for services and to acquire non-controlling interest - 328,833 Derivative liability settled through the issuance of preferred stock - (291,064 ) Conversion of derivative liability (686,135 ) (678,142 ) Repayment of convertible note (164,468 ) (310,041 ) Change in fair value of embedded conversion option 369,391 (6,049,473 ) Balance at the end of the period $ 2,874,674 $ 3,166,886 |
Schedule of assumptions used in the calculations | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 204 % 2.57 % 0 % 1.07 At December 31, 2018 172-381 % 2.45-2.63 % 0 % 0.04-2.78 At March 31, 2019 215-386 % 2.27-2.44 % 0 % 0.25-2.53 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of share purchase warrants | Number of Weighted average Balance, December 31, 2018 1,715,177 2.14 Issued 284,717 1.20 Expired (60,000 ) 0.32 Balance, March 31, 2019 1,939,894 1.96 |
Schedule of share purchase warrants outstanding | Number of Exercise Expiry date 20,375 74.00 April 10, 2019 137,500 5.10 April 28, 2020 250,000 0.10 June 27, 2020 593,064 * 1.20 February 13, 2021 125,000 1.60 February 21, 2021 500,000 1.00 May 17, 2020 200,000 0.00010 September 10, 2019 113,955 1.08 October 10, 2021 1,939,894 * This warrant is convertible into 4% of the number of common shares of the Company outstanding. At March 31, 2019, 4% of the number of shares of the Company outstanding was 14,826,590 shares. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of operating leases related to assets and liabilities | March 31, Operating lease assets $ 232,325 Operating lease liabilities: Current operating lease liabilities $ 233,191 Total operating lease liabilities $ 233,191 |
Schedule of weighted-average discount rate | March 31, 2019 $ 173,727 2020 88,431 2021 61,372 2022 63,214 2023 21,330 2024 - Total lease payments 408,074 Less: imputed interest (174,883 ) Total operating lease liabilities $ 233,191 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of information by operating segment | Spectrum Global AWS/ADEX/TNS Total Net Sales – 11,335,732 11,335,732 Operating (loss) income (954,967 ) 969,666 14,699 Interest expense 399,555 71,857 471,412 Depreciation and amortization - 93,952 93,952 Total Assets as of March 31, 2019 15,067 18,021,819 18,036,886 Spectrum Global AWS/ADEX Total Net Sales – 4,327,764 4,327,764 Operating (loss) income (666,249 ) (77,242 ) (743,491 ) Interest expense 107,894 71,431 179,325 Depreciation and amortization – 47,833 47,833 Total Assets as of December 31, 2018 99,835 12,830,561 10,774,123 |
Schedule of geographic information | Revenues Long-Lived Puerto Rico 310,478 3,371 United States 11,025,254 6,817,755 Consolidated Total 11,335,732 6,821,126 Revenues Long-Lived Puerto Rico 466,624 5,377 United States 3,861,140 4,016,895 Consolidated Total 4,327,764 4,022,273 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Net Loss Income Per Share [Abstract] | |
Schedule of net loss income per share | Three Months Three Months Ended Ended March 31, March 31, 2019 2018 $ $ Numerator: Net income (loss) (1,332,587 ) 134,269 Convertible note interest – 87,860 Adjusted diluted net income (loss) (1,332,587 ) 222,129 Denominator: Weighted average shares outstanding used in computing net income per share: Basic 11,771,927 2,225,809 Effect of dilutive stock options and convertible notes payable – 6,194,355 Effect of preferred shares – 8,842 Diluted 11,771,927 8,429,006 Net income (loss) per share applicable to common stockholders: Basic (0.11 ) 0.06 Diluted (0.11 ) 0.03 |
Organization and Going Concern
Organization and Going Concern (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Feb. 14, 2018 | Apr. 25, 2017 |
Organization and Significant Accounting Policies (Textual) | ||||
Accumulated deficit | $ (25,502,692) | $ (24,170,105) | ||
Working capital deficit | $ (11,242,041) | |||
Inter Cloud [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Business acquisition, percentage | 19.90% | |||
Financial Support, Purchase Agreement of Financial Assets [Member] | Inter Cloud [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Business acquisition, percentage | 80.10% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Automotive [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Automotive [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Computer equipment and software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Computer equipment and software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 7 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Office equipment and furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Research equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | $ 11,335,732 | $ 4,327,764 |
Revenue by service type [Member] | ||
Revenue by service type | ||
Professional services | 5,935,226 | 3,366,569 |
Construction | 5,400,506 | 961,195 |
Revenue by contract duration [Member] | ||
Revenue by contract duration | ||
Short-term Debt | 65,430 | 43,278 |
Long-term Debt | 11,270,302 | 4,284,486 |
Unit-price [Member] | ||
Revenues | 3,238,658 | 710,362 |
Fixed-price [Member] | ||
Revenues | 2,161,848 | 250,833 |
Time-and-materials [Member] | ||
Revenues | $ 5,935,226 | $ 3,366,569 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | [1] | $ 2,784,674 | $ 3,166,886 |
Quoted prices in active markets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | [1] | ||
Significant other observable inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | [1] | ||
Significant unobservable inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | [1] | $ 2,874,674 | $ 3,166,886 |
[1] | The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. |
Significant Accounting Polici_7
Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | ||
Organization and Significant Accounting Policies (Textual) | ||||
Unbilled receivables | $ 2,227,195 | $ 1,861,895 | ||
Definite-lived intangible assets useful lives | 3 years | 20 years | ||
Allowance for doubtful accounts | $ 514,032 | $ 502,868 | ||
Dilutive potential shares outstanding | 29,135,606 | 6,177,776 | ||
Derivative liability | [1] | $ 2,784,674 | $ 3,166,886 | |
Income taxes, description | A tax notice from the Puerto Rican government requesting payment of taxes related to 2014 in the amount of $156,711 plus penalties and interest of $111,200 for a total obligation due of $267,911. | |||
Revenues [Member] | United States [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Customers risk, percentage | 97.00% | 89.00% | ||
Revenues [Member] | Puerto Rico [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Customers risk, percentage | 3.00% | 11.00% | ||
Revenues [Member] | Customer One [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Customers risk, percentage | 30.00% | 22.00% | ||
Revenues [Member] | Customer Two [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Customers risk, percentage | 18.00% | 18.00% | ||
Revenues [Member] | Customer Three [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Customers risk, percentage | 10.00% | |||
Revenues [Member] | Customer Four [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Customers risk, percentage | 10.00% | |||
Accounts receivable [Member] | Customer One [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Customers risk, percentage | 30.00% | |||
Accounts receivable [Member] | Customer Two [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Customers risk, percentage | 20.00% | |||
Accounts receivable [Member] | Customer Three [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Customers risk, percentage | 7.00% | |||
Accounts receivable [Member] | Customer Four [Member] | ||||
Organization and Significant Accounting Policies (Textual) | ||||
Customers risk, percentage | 5.00% | |||
[1] | The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. |
Acquisition of TNS, Inc. (Detai
Acquisition of TNS, Inc. (Details) - USD ($) | Jan. 04, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Preliminary Allocation of Purchase Price | ||||
Goodwill | $ 2,505,615 | $ 1,834,856 | ||
Acquisition-related Costs [Member] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
$620,000 Convertible Note | $ 665,000 | |||
Cash | 980,000 | |||
Total Purchase Price | 1,645,000 | |||
Preliminary Allocation of Purchase Price | ||||
Cash | 38,407 | |||
Accounts receivable, net | 65,166 | |||
Prepaid expenses | 630,810 | |||
Customer lists | [1] | 1,800,000 | ||
Tradenames | [1] | 300,000 | ||
Goodwill | [1] | 670,759 | ||
Accounts payable | (275,331) | |||
Accrued expenses | (611,778) | |||
Contract liabilities | (973,033) | |||
Net assets acquired | $ 1,645,000 | |||
[1] | The Company is reviewing for potential identifiable intangible assets, which may potentially change the value allocated to intangible assets. |
Acquisition of TNS, Inc. (Det_2
Acquisition of TNS, Inc. (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||
Net Sales | $ 11,335,732 | $ 4,327,764 |
Net Loss | $ (1,332,587) | $ 134,269 |
Basic | $ (0.11) | $ 0.06 |
Diluted | $ (0.11) | $ 0.03 |
Pro Forma [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Net Sales | $ 11,335,732 | $ 8,259,398 |
Net Loss | $ (1,340,141) | $ 1,243,947 |
Basic | $ (0.11) | $ 0.56 |
Diluted | $ (0.11) | $ 0.16 |
Acquisition of TNS, Inc. (Det_3
Acquisition of TNS, Inc. (Details Textual) - USD ($) | Jan. 04, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
TNS Acquisition (Textual) | |||
Aggregate principal amount | $ 620,000 | ||
Business acquisition, description | The purchase price paid by the Company for the includes $980,000 in cash, paid at closing, and the issuance to InterCloud of a convertible promissory note in the aggregate principal amount of $620,000 (the "Note"). | ||
Convertible note | $ 620,000 | $ 5,188,558 | $ 4,842,391 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,179,175 | $ 1,126,635 |
Less: impairment | (44,419) | (44,419) |
Less: accumulated depreciation | (1,027,977) | (1,020,959) |
Equipment, Net | 106,779 | 61,257 |
Computers and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 331,987 | 329,937 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 382,140 | 382,140 |
Research equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 143,129 | 143,129 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 227,563 | 177,073 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 94,356 | 94,356 |
Vehicles under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 7,018 | $ 4,395 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 2,588,427 | $ 850,249 |
Accumulated amortization | 1,361,683 | $ 1,086,795 |
Net carrying value | 3,950,110 | |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,505,605 | |
Accumulated amortization | 143,922 | |
Impairment | ||
Customer relationship and lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,837,548 | |
Accumulated amortization | 249,121 | |
Impairment |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Mar. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
For year ending December 31, 2019 | $ 260,453 |
For year ending December 31, 2020 | 347,387 |
For year ending December 31, 2021 | 347,387 |
For year ending December 31, 2022 | 347,387 |
For year ending December 31, 2023 to December 31, 2027 | 2,647,496 |
Total | $ 3,950,110 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 86,934 | $ 43,438 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Total | $ 313,858 | $ 313,858 |
Promissory note issued to Roger Ponder [Member] | ||
Total | 18,858 | 18,858 |
Promissory note issued to Keith Hayter [Member] | ||
Total | 130,000 | 130,000 |
Promissory note issued to Keith Hayter One [Member] | ||
Total | 85,000 | 85,000 |
Promissory note issued to Keith Hayter Two [Member] | ||
Total | $ 80,000 | $ 80,000 |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) - USD ($) | Jun. 01, 2018 | Jun. 01, 2018 | Apr. 13, 2018 | Nov. 30, 2017 | Aug. 21, 2018 | Apr. 23, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Related Party Transactions (Textual) | |||||||||
Gain loss on settlement of debt | $ 164,467 | $ 561,963 | |||||||
Series B Preferred Stock [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Fair value of Series B Preferred Stock | $ 484,530 | ||||||||
Inter Cloud [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Due to related parties | 50,577 | $ 51,889 | |||||||
Contingent liability | 0 | ||||||||
Principal amount | 793,894 | ||||||||
President [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Proceeds from issuance of promissory notes | $ 130,000 | $ 80,000 | 80,000 | ||||||
Bearing interest rate, per annum | 8.00% | ||||||||
Due date | Nov. 30, 2018 | ||||||||
Base compensation | $ 340,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Proceeds from issuance of promissory notes | $ 18,858 | ||||||||
Bearing interest rate, per annum | 8.00% | ||||||||
Due date | Nov. 30, 2018 | ||||||||
Base compensation | $ 350,000 | ||||||||
President One [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Proceeds from issuance of promissory notes | $ 85,000 | $ 85,000 | |||||||
Bearing interest rate, per annum | 8.00% | 8.00% | |||||||
Due date | Apr. 13, 2019 | Apr. 20, 2020 | |||||||
Ponder [Member] | Series B Preferred Stock [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Common stock exchanged, shares | 542,500 | ||||||||
Common stock aggregate, shares | 500 | ||||||||
Hayter [Member] | Series B Preferred Stock [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Common stock exchanged, shares | 542,500 | ||||||||
Common stock aggregate, shares | 500 | ||||||||
President Two [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Proceeds from issuance of promissory notes | $ 80,000 | ||||||||
Bearing interest rate, per annum | 8.00% | ||||||||
Due date | Aug. 20, 2019 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Loans payable | $ 6,134,673 | $ 3,637,078 |
Promissory note issued to J. Thacker [Member] | ||
Loans payable | 41,361 | 41,361 |
Promissory note issued to S. Kahn [Member] | ||
Loans payable | 7,760 | 7,760 |
Promissory note issued to 0738856 BC Ltd [Member] | ||
Loans payable | 15,000 | 15,000 |
Promissory note issued to Bluekey Energy [Member] | ||
Loans payable | 7,500 | 7,500 |
Promissory note issued to 0738856 BC ltd [Member] | ||
Loans payable | 2,636 | 2,636 |
Subscription amount due to T. Warkentin [Member] | ||
Loans payable | 50,000 | 50,000 |
Promissory note issued to Old Main Capital LLC [Member] | ||
Loans payable | 12,000 | 12,000 |
Promissory note issued to InterCloud Systems, Inc [Member] | ||
Loans payable | 275,000 | 275,000 |
Loan with Heritage Bank of Commerce [Member] | ||
Loans payable | 4,397,521 | 3,225,821 |
Loan with WaveTech Global, Inc [Member] | ||
Loans payable | $ 1,325,895 |
Loans Payable (Details Textual)
Loans Payable (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Aug. 04, 2015 | Mar. 31, 2012 | |
Common stock subscribed | $ 74,742 | $ 74,742 | ||
Commercial Paper [Member] | ||||
Promissory note | $ 50,000 | |||
Loans Payable [Member] | ||||
Owed to a non-related party | $ 49,121 | 49,121 | ||
Common stock subscribed | $ 50,000 | |||
Common stock share subscriptions | 10,000,000 | |||
Description of loan payable | The Company owed $3,483,015 pursuant to this agreement and will record accretion equal to the debt discount of $257,194 over the remaining term of the note. At during the three months ended March 31, 2019 the Company borrowed an additional $1,063,686 and recorded accretion of $108,014. At March 31, 2019, the Company owed $4,546,701 pursuant to this agreement and will record accretion equal to the debt discount of $149,180 over the remaining term of the note. | |||
Accrued interest | $ 1,200 | 1,200 | ||
Loans Payable [Member] | Canada, Dollars | ||||
Owed to a non-related party | 63,300 | 63,300 | ||
Loans Payable One [Member] | ||||
Owed to a non-related party | 15,000 | 15,000 | ||
Loans Payable Two [Member] | ||||
Owed to a non-related party | 7,500 | 7,500 | ||
Loans Payable Two [Member] | Non Related Party [Member] | ||||
Owed to a non-related party | 2,636 | 2,636 | ||
Loans Payable Two [Member] | Canada, Dollars | ||||
Owed to a non-related party | $ 3,400 | $ 3,400 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | Mar. 31, 2019 | Jan. 04, 2019 | Dec. 31, 2018 |
Convertible promissory note | $ 5,188,558 | $ 620,000 | $ 4,842,391 |
InterCloud Systems, Inc [Member] | |||
Convertible promissory note | 1,445,625 | 1,735,000 | |
InterCloud Systems, Inc [Member] | |||
Convertible promissory note | 1,596,542 | 1,565,681 | |
InterCloud Systems, Inc [Member] | |||
Convertible promissory note | 684,858 | 622,392 | |
Barn [Member] | |||
Convertible promissory note | 500,000 | 445,000 | |
Dominion Capital [Member] | |||
Convertible promissory note | 239,291 | 240,370 | |
Dominion Capital [Member] | |||
Convertible promissory note | 212,959 | 123,176 | |
M2B Funding [Member] | |||
Convertible promissory note | 69,860 | ||
M2B Funding [Member] | |||
Convertible promissory note | 37,552 | ||
Silverback [Member] | |||
Convertible promissory note | 5,844 | 3,360 | |
Michael Roeske [Member] | |||
Convertible promissory note | 85,844 | ||
Joel Raven [Member] | |||
Convertible promissory note | 286,845 | ||
Virtual Capital, LLC [Member] | |||
Convertible promissory note | 125,000 | ||
RDW Capital LLC [Member] | |||
Convertible promissory note | $ 5,750 |
Convertible Debentures (Detai_2
Convertible Debentures (Details Textual) - USD ($) | Jan. 04, 2019 | Mar. 12, 2018 | Feb. 21, 2018 | Dec. 04, 2015 | Sep. 08, 2015 | Mar. 15, 2019 | Jan. 28, 2019 | Jan. 24, 2019 | Sep. 26, 2018 | Jun. 07, 2018 | May 18, 2018 | Feb. 27, 2018 | Feb. 21, 2018 | Jun. 27, 2017 | May 31, 2017 | Apr. 28, 2017 | Apr. 27, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | May 31, 2017 | May 31, 2016 | Dec. 03, 2018 | Apr. 23, 2018 | Feb. 06, 2018 | Dec. 15, 2017 | Feb. 04, 2014 | Dec. 27, 2013 |
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Notes payable | $ 280,959 | |||||||||||||||||||||||||||||
Accretion expense | $ 661,352 | $ 654,087 | ||||||||||||||||||||||||||||
Proceeds from issuance of convertible debentures | 500,000 | |||||||||||||||||||||||||||||
Accrued interest | $ 32,560 | |||||||||||||||||||||||||||||
Derivative And Hedging [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Accretion expense | $ 349,785 | |||||||||||||||||||||||||||||
Carrying value of the note | 218,206 | |||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Accretion expense | $ 125,967 | 89,783 | ||||||||||||||||||||||||||||
Carrying value of the note | $ 212,959 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||||||||||||||||||||
Issued shares of common stock | 617,600 | |||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 49,995 | |||||||||||||||||||||||||||||
Fair value of the conversion feature | 1,174,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The interest on the outstanding principal due under the Unsecured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Unsecured Note is due one year following the issue date of the Unsecured Note and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. | |||||||||||||||||||||||||||||
Other remaining debenture value | 45,077 | |||||||||||||||||||||||||||||
Description of convertible debentures | The holder of the convertible promissory note described in Note 8(a) entered into agreements to sell and assign a total of $200,000, of the outstanding principal to a third party. During the three months ended March 31, 2019, $75,000 and $7,499 of the note was converted into 1,071,418 shares of common stock. At March 31, 2019, the carrying value of the notes was $25,000. | The holder of the convertible promissory note described in Note 8(a) entered into agreements to sell and assign a total of $200,000, of the outstanding principal to a third party. During the three months ended March 31, 2019, $75,000 and $7,499 of the note was converted into 1,071,418 shares of common stock. At March 31, 2019, the carrying value of the notes was $25,000. | The holder of the convertible promissory note described in Note 8(a) entered into agreements to sell and assign a total of $39,375, of the outstanding principal to a third party. During the three months ended March 31, 2019, $39,375 of the note was converted into 576,501 shares of common stock. At March 31, 2019, the carrying value of the notes was $Nil. | The Company issued a convertible promissory note in the aggregate principal amount of $2,000,000. The interest on the outstanding principal due under the ADEX Note accrues at a rate of 6% per annum. All principal and accrued interest under the ADEX Note is due one year following the issue date of the ADEX Note and is convertible into shares of common stock at a conversion price equal to of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion, but in no event ever lower than $1 (the "Floor"), unless the note is in default, at which time the Floor terminates. | The holder of the convertible promissory note described in Note 8(a) entered into agreements to sell and assign a total of $105,000, of the outstanding principal to a third party. During the year ended December 31, 2018, $55,000 of the note was converted. During the three months ended March 31, 2019, $44,250 of the note was converted into 583,156 shares of common stock. At March 31, 2019, the carrying value of the notes was $5,750. | The initial fair value of the conversion feature of $1,174,000 resulted in a discount to the note payable of $943,299. On December 15, 2017, February 14, 2018, February 21, 2018, June 7, 2018, January 24, 2019, and March 15, 2019 the holder of the convertible promissory note entered into agreement to sell and assign a total of $105,000, $105,000, $105,000, $39,375, $100,000 and $100,000 of the outstanding principal, respectively to a third party. The Company approved and is bound by the assignment and sale agreement. As a result of the assignment, the conversion price for the total of $354,375 of notes assigned is now equal to the lesser 70% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion and $8. The Company accounted for this assignment in accordance with ASC 470-50 "Modifications and Extinguishments". In accordance with ASC 470-50, the Company accounted for the assignment as a debt extinguishment and adjusted the fair value of the derivative to its fair value on the assignment date. During the year ended December 31, 2018, the entire December 15, 2017 note of $105,000, the entire February 14, 2018 note of $105,000 and $55,000 of the February 21, 2018 $105,000 note was converted into 661,795 shares of common stock. The February 21, 2018, June 7, 2018, notes are described in Notes 8(b), and (c) respectively. The January 24, 2019 and March 15, 2019 assignments are described in Note 8(d). At March 31, 2019, the carrying value of the notes was $1,445,625, | ||||||||||||||||||||||||
Convertible Promissory Notes [Member] | Derivative And Hedging [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Notes payable | $ 1,500,000 | |||||||||||||||||||||||||||||
Accretion expense | $ 54,526 | $ 173,031 | 569,317 | |||||||||||||||||||||||||||
Carrying value of the note | 54,526 | $ 194,557 | 240,370 | |||||||||||||||||||||||||||
Issued shares of common stock | 10,560,000 | |||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 33,000 | |||||||||||||||||||||||||||||
Fair value of the conversion feature | $ 3,325,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The Company issues any common stock or common stock equivalents at an effective price per share less than $1 then the conversion price of the note will be reduced to the lower price. As long as the note is not in default the Company may repay the note at 110% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum. | |||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | Derivative And Hedging [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Debenture note | 374,000 | |||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | Third Party [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Accretion expense | 352,251 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 352,251 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 50,000 | |||||||||||||||||||||||||||||
Issued shares of common stock | 321,500 | |||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 74,993 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The conversion price for the $75,000 of notes assigned is now equal to the lesser 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion and $8. | |||||||||||||||||||||||||||||
Convertible Note One [Member] | Derivative And Hedging [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Notes payable | 348,000 | |||||||||||||||||||||||||||||
Accretion expense | 62,466 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 684,858 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 500,000 | $ 500,000 | ||||||||||||||||||||||||||||
Issued shares of common stock | 25,000,000 | 25,000,000 | 125,000 | |||||||||||||||||||||||||||
Fair value of the conversion feature | $ 348,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||
Exercise price | $ 1.60 | $ 1.60 | ||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The exercise price of the warrant will reduce to 85% of the closing price of the Company's common stock if the closing price of the Company's common stock is less than $1.60 on July 31, 2018. The note is due on January 15, 2019, and bears interest at 6% per annum. The note is convertible into common shares of the Company at a conversion price equal to the lower of 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion and $1 | |||||||||||||||||||||||||||||
Convertible Debentures Seven [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Notes payable | $ 95,000 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 131,250 | $ 48,690 | ||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 52% discount to the lowest trading price during the previous 30 trading days to the date of conversion; or a 52% discount to the lowest trading price during the previous 30 trading days before the date the note was executed. | |||||||||||||||||||||||||||||
Loss on derivatives | $ 111,108 | |||||||||||||||||||||||||||||
Convertible Debentures Six [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Notes payable | 144,000 | |||||||||||||||||||||||||||||
Fair value of the conversion feature | $ 189,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The Note accrues at a rate of 6% per annum. All principal and accrued interest under the Note is due January 30, 2020, and is convertible, at any time at InterCloud?s election, into shares of common stock of the Company at a conversion price equal to the greater of 75% of the lowest volume-weighted average price during the 10 trading days immediately preceding the date of conversion and $0.10. | The holder of the convertible promissory note entered into agreement to sell and assign a total of $620,000 of the $620,000 outstanding principal to two third parties. The Company approved and is bound by the assignment and sale agreement. During the three months ended March 31, 2019, $140,000 of the note was converted into 1,400,000 shares of common. During the three months ended March 31, 2019, the Company recorded accretion of $36,656 increasing the carrying value of the notes to $372,656. | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||||||||||||||||||||
Loss on derivatives | $ 204,626 | |||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Notes payable | 943,299 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 1,545,625 | |||||||||||||||||||||||||||||
Issued shares of common stock | 661,795 | |||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Derivatives [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Accretion expense | 54,526 | $ 173,031 | ||||||||||||||||||||||||||||
Carrying value of the note | $ 54,526 | $ 194,557 | ||||||||||||||||||||||||||||
Issued shares of common stock | 52,800 | 59,400 | ||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 33,000 | |||||||||||||||||||||||||||||
Fair value of the conversion feature | $ 33,000,000 | |||||||||||||||||||||||||||||
Accrued interest | $ 2,640 | |||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Derivatives [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Debenture note | $ 374,000 | |||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Unsecured Debt [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The lesser 70% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion and $8. | |||||||||||||||||||||||||||||
Commercial Paper [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Due date of issuance | 3 years | |||||||||||||||||||||||||||||
Convertible Debentures Nine [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The Company issued a convertible promissory note in the aggregate principal amount of $2,000,000. The interest on the outstanding principal due under the ADEX Note accrues at a rate of 6% per annum. All principal and accrued interest under the ADEX Note is due one year following the issue date of the ADEX Note and is convertible into shares of common stock at a conversion price equal to of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion, but in no event ever lower than $1 (the ?Floor?), unless the note is in default, at which time the Floor terminates. | The interest on the outstanding principal due under the Unsecured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Unsecured Note is due one year following the issue date of the Unsecured Note and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. | ||||||||||||||||||||||||||||
Convertible Note [Member] | Derivative And Hedging [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Notes payable | $ 639,000 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 793,894 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The note is due on August 16, 2019 and bears interest at 1% per annum. The note is convertible into common shares of the Company at a conversion price equal to the 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion. | |||||||||||||||||||||||||||||
Fair value of the warrants | $ 2,455,000 | |||||||||||||||||||||||||||||
Convertible Debentures Five [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Loss on derivatives | 210,266 | |||||||||||||||||||||||||||||
Conversion price | $ 90,000 | $ 45,000 | ||||||||||||||||||||||||||||
Convertible Debentures Eight [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Notes payable | 81,666 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 40,432 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | he note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||||||||||||||||||||||
Loss on derivatives | $ 158,785 | |||||||||||||||||||||||||||||
Convertible Debentures Four [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Debenture note | $ 15,000 | |||||||||||||||||||||||||||||
Convertible Debentures Two [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||
Debenture note | $ 5,000 |
Convertible Debentures (Detai_3
Convertible Debentures (Details Textual 2) - USD ($) | Jan. 04, 2019 | Dec. 04, 2015 | Sep. 08, 2015 | Jan. 28, 2019 | Feb. 27, 2018 | Apr. 28, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | May 31, 2017 | May 31, 2016 | Dec. 31, 2018 |
Convertible Debentures (Textual) | ||||||||||||
Fair value of conversion feature | $ 1,042,253 | $ 526,369 | $ 168,697 | |||||||||
Convertible debentures, net of discount | 1,360,735 | $ 1,770,073 | ||||||||||
Accretion expense | 661,352 | $ 654,087 | ||||||||||
Convertible Debentures Seven [Member] | ||||||||||||
Convertible Debentures (Textual) | ||||||||||||
Debt instrument, interest rate terms, description | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 52% discount to the lowest trading price during the previous 30 trading days to the date of conversion; or a 52% discount to the lowest trading price during the previous 30 trading days before the date the note was executed. | |||||||||||
Loss on derivatives | $ 111,108 | |||||||||||
Convertible debentures, net of discount | $ 10,000 | |||||||||||
Convertible Debentures Six [Member] | ||||||||||||
Convertible Debentures (Textual) | ||||||||||||
Debt instrument, interest rate terms, description | The Note accrues at a rate of 6% per annum. All principal and accrued interest under the Note is due January 30, 2020, and is convertible, at any time at InterCloud?s election, into shares of common stock of the Company at a conversion price equal to the greater of 75% of the lowest volume-weighted average price during the 10 trading days immediately preceding the date of conversion and $0.10. | The holder of the convertible promissory note entered into agreement to sell and assign a total of $620,000 of the $620,000 outstanding principal to two third parties. The Company approved and is bound by the assignment and sale agreement. During the three months ended March 31, 2019, $140,000 of the note was converted into 1,400,000 shares of common. During the three months ended March 31, 2019, the Company recorded accretion of $36,656 increasing the carrying value of the notes to $372,656. | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||
Fair value of conversion feature | $ 479,626 | $ 280,000 | ||||||||||
Loss on derivatives | 204,626 | |||||||||||
Convertible debentures, net of discount | $ 280,000 | 26,087 | ||||||||||
Convertible debentures carrying value | $ 189,000 | |||||||||||
Convertible Debentures Nine [Member] | ||||||||||||
Convertible Debentures (Textual) | ||||||||||||
Debt instrument, interest rate terms, description | The Company issued a convertible promissory note in the aggregate principal amount of $2,000,000. The interest on the outstanding principal due under the ADEX Note accrues at a rate of 6% per annum. All principal and accrued interest under the ADEX Note is due one year following the issue date of the ADEX Note and is convertible into shares of common stock at a conversion price equal to of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion, but in no event ever lower than $1 (the ?Floor?), unless the note is in default, at which time the Floor terminates. | The interest on the outstanding principal due under the Unsecured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Unsecured Note is due one year following the issue date of the Unsecured Note and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. | ||||||||||
Convertible Debentures Five [Member] | ||||||||||||
Convertible Debentures (Textual) | ||||||||||||
Fair value of conversion feature | $ 310,266 | |||||||||||
Loss on derivatives | 210,266 | |||||||||||
Convertible debentures, net of discount | 100,000 | |||||||||||
Conversion of stock, amount converted | $ 90,000 | $ 45,000 | ||||||||||
Convertible Debentures Eight [Member] | ||||||||||||
Convertible Debentures (Textual) | ||||||||||||
Debt instrument, interest rate terms, description | he note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||||
Loss on derivatives | $ 158,785 | |||||||||||
Convertible debentures, net of discount | $ 16,666 |
Convertible Debentures (Detai_4
Convertible Debentures (Details Textual 3) - USD ($) | Jan. 04, 2019 | Mar. 12, 2018 | Feb. 21, 2018 | Feb. 06, 2018 | Feb. 06, 2018 | Nov. 16, 2017 | Apr. 07, 2017 | Oct. 11, 2016 | Dec. 04, 2015 | Sep. 08, 2015 | Jan. 28, 2019 | Sep. 26, 2018 | May 18, 2018 | Feb. 27, 2018 | May 31, 2017 | Apr. 28, 2017 | Apr. 27, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Nov. 16, 2017 | Dec. 31, 2018 | May 31, 2017 | May 31, 2016 | Dec. 03, 2018 | Apr. 23, 2018 | Dec. 15, 2017 | Feb. 04, 2014 | Dec. 27, 2013 |
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Accretion expense | $ 661,352 | $ 654,087 | ||||||||||||||||||||||||||||
Convertible debentures, net of discount | 1,360,735 | $ 1,770,073 | ||||||||||||||||||||||||||||
Notes payable | $ 280,959 | |||||||||||||||||||||||||||||
Convertible Debentures Two [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Debenture note | $ 5,000 | |||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Convertible note principal amount | $ 2,000,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The interest on the outstanding principal due under the Unsecured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Unsecured Note is due one year following the issue date of the Unsecured Note and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. | |||||||||||||||||||||||||||||
Accretion expense | 125,967 | 89,783 | ||||||||||||||||||||||||||||
Convertible debentures carrying value | $ 1,174,000 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 212,959 | |||||||||||||||||||||||||||||
Issued shares of common stock | 617,600 | |||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 49,995 | |||||||||||||||||||||||||||||
Convertible Debentures Seven [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 52% discount to the lowest trading price during the previous 30 trading days to the date of conversion; or a 52% discount to the lowest trading price during the previous 30 trading days before the date the note was executed. | |||||||||||||||||||||||||||||
Loss on derivatives | $ 111,108 | |||||||||||||||||||||||||||||
Convertible debentures, net of discount | 10,000 | |||||||||||||||||||||||||||||
Notes payable | $ 95,000 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 131,250 | $ 48,690 | ||||||||||||||||||||||||||||
Debt instrument, fee amount | $ 26,250 | |||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Notes payable | 943,299 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 1,545,625 | |||||||||||||||||||||||||||||
Issued shares of common stock | 661,795 | |||||||||||||||||||||||||||||
Convertible Debentures Eight [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | he note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||||||||||||||||||||||
Loss on derivatives | $ 158,785 | |||||||||||||||||||||||||||||
Convertible debentures, net of discount | 16,666 | |||||||||||||||||||||||||||||
Notes payable | 81,666 | |||||||||||||||||||||||||||||
Carrying value of the note | 40,432 | |||||||||||||||||||||||||||||
Debt instrument, fee amount | $ 20,417 | |||||||||||||||||||||||||||||
Convertible Debentures Eight [Member] | Additional Tranches [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Accretion expense | $ 43,692 | 133,721 | ||||||||||||||||||||||||||||
Loss on derivatives | 117,788 | |||||||||||||||||||||||||||||
Convertible debentures carrying value | $ 245,571 | 245,571 | ||||||||||||||||||||||||||||
Convertible debentures, net of discount | $ 4,444 | |||||||||||||||||||||||||||||
Notes payable | 127,783 | 127,783 | ||||||||||||||||||||||||||||
Carrying value of the note | 206,098 | |||||||||||||||||||||||||||||
Debt instrument, fee amount | 31,946 | 31,946 | ||||||||||||||||||||||||||||
Accrued interest | $ 33,359 | |||||||||||||||||||||||||||||
Additional paid-in capital convertible debentures | $ 40,000 | |||||||||||||||||||||||||||||
Received additional tranches | 123,339 | |||||||||||||||||||||||||||||
Convertible Debentures Six [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The Note accrues at a rate of 6% per annum. All principal and accrued interest under the Note is due January 30, 2020, and is convertible, at any time at InterCloud?s election, into shares of common stock of the Company at a conversion price equal to the greater of 75% of the lowest volume-weighted average price during the 10 trading days immediately preceding the date of conversion and $0.10. | The holder of the convertible promissory note entered into agreement to sell and assign a total of $620,000 of the $620,000 outstanding principal to two third parties. The Company approved and is bound by the assignment and sale agreement. During the three months ended March 31, 2019, $140,000 of the note was converted into 1,400,000 shares of common. During the three months ended March 31, 2019, the Company recorded accretion of $36,656 increasing the carrying value of the notes to $372,656. | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||||||||||||||||||||
Loss on derivatives | $ 204,626 | |||||||||||||||||||||||||||||
Convertible debentures carrying value | 189,000 | |||||||||||||||||||||||||||||
Convertible debentures, net of discount | $ 280,000 | $ 26,087 | ||||||||||||||||||||||||||||
Notes payable | $ 144,000 | |||||||||||||||||||||||||||||
Convertible Debentures Five [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Loss on derivatives | 210,266 | |||||||||||||||||||||||||||||
Convertible debentures, net of discount | 100,000 | 100,000 | ||||||||||||||||||||||||||||
Conversion price | 90,000 | $ 45,000 | ||||||||||||||||||||||||||||
Convertible Debentures Nine [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The Company issued a convertible promissory note in the aggregate principal amount of $2,000,000. The interest on the outstanding principal due under the ADEX Note accrues at a rate of 6% per annum. All principal and accrued interest under the ADEX Note is due one year following the issue date of the ADEX Note and is convertible into shares of common stock at a conversion price equal to of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion, but in no event ever lower than $1 (the ?Floor?), unless the note is in default, at which time the Floor terminates. | The interest on the outstanding principal due under the Unsecured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Unsecured Note is due one year following the issue date of the Unsecured Note and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. | ||||||||||||||||||||||||||||
Convertible Debentures Nine [Member] | Additional Tranches [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Convertible note principal amount | $ 42,500 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||||||||||||||||||||||
Accretion expense | 43,046 | 26,953 | ||||||||||||||||||||||||||||
Loss on derivatives | $ 76,902 | |||||||||||||||||||||||||||||
Convertible debentures carrying value | 121,902 | |||||||||||||||||||||||||||||
Convertible debentures, net of discount | 24,999 | |||||||||||||||||||||||||||||
Notes payable | 45,000 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 26,953 | |||||||||||||||||||||||||||||
Debt instrument, fee amount | $ 17,500 | $ 2,500 | 17,500 | |||||||||||||||||||||||||||
Convertible Debentures Nine [Member] | Series A Preferred Stock [Member] | Additional Tranches [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Accrued interest | $ 12,288 | |||||||||||||||||||||||||||||
Convertible Debentures Four [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Debenture note | $ 15,000 | |||||||||||||||||||||||||||||
Derivative And Hedging [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Accretion expense | $ 349,785 | |||||||||||||||||||||||||||||
Carrying value of the note | 218,206 | |||||||||||||||||||||||||||||
Derivative And Hedging [Member] | Convertible Note One [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Convertible note principal amount | $ 500,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The exercise price of the warrant will reduce to 85% of the closing price of the Company's common stock if the closing price of the Company's common stock is less than $1.60 on July 31, 2018. The note is due on January 15, 2019, and bears interest at 6% per annum. The note is convertible into common shares of the Company at a conversion price equal to the lower of 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion and $1 | |||||||||||||||||||||||||||||
Accretion expense | 62,466 | |||||||||||||||||||||||||||||
Convertible debentures carrying value | 348,000 | |||||||||||||||||||||||||||||
Notes payable | 348,000 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 684,858 | |||||||||||||||||||||||||||||
Issued shares of common stock | 25,000,000 | 125,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||||||||||||||||||||
Exercise price | $ 1.60 | |||||||||||||||||||||||||||||
Derivative And Hedging [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The Company issues any common stock or common stock equivalents at an effective price per share less than $1 then the conversion price of the note will be reduced to the lower price. As long as the note is not in default the Company may repay the note at 110% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum. | |||||||||||||||||||||||||||||
Accretion expense | 54,526 | $ 173,031 | $ 569,317 | |||||||||||||||||||||||||||
Convertible debentures carrying value | $ 3,325,000 | |||||||||||||||||||||||||||||
Notes payable | $ 1,500,000 | |||||||||||||||||||||||||||||
Carrying value of the note | 54,526 | $ 194,557 | 240,370 | |||||||||||||||||||||||||||
Accrued interest | $ 2,640 | |||||||||||||||||||||||||||||
Issued shares of common stock | 10,560,000 | |||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 33,000 | |||||||||||||||||||||||||||||
Derivative And Hedging [Member] | Convertible Promissory Notes [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Accrued interest | $ 32,560 | |||||||||||||||||||||||||||||
Debenture note | $ 374,000 | 374,000 | ||||||||||||||||||||||||||||
Derivative And Hedging [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Convertible note principal amount | $ 793,894 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The note is due on August 16, 2019 and bears interest at 1% per annum. The note is convertible into common shares of the Company at a conversion price equal to the 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion. | |||||||||||||||||||||||||||||
Notes payable | $ 639,000 | |||||||||||||||||||||||||||||
Fair value of the warrants | 2,455,000 | |||||||||||||||||||||||||||||
Derivatives [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Accretion expense | 54,526 | $ 173,031 | ||||||||||||||||||||||||||||
Convertible debentures carrying value | $ 33,000,000 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 54,526 | $ 194,557 | ||||||||||||||||||||||||||||
Accrued interest | $ 2,640 | |||||||||||||||||||||||||||||
Issued shares of common stock | 52,800 | 59,400 | ||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 33,000 | |||||||||||||||||||||||||||||
Derivatives [Member] | Convertible Promissory Note [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Accrued interest | 32,560 | |||||||||||||||||||||||||||||
Debenture note | $ 374,000 | $ 374,000 | ||||||||||||||||||||||||||||
Third Party [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Convertible note principal amount | $ 50,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The conversion price for the $75,000 of notes assigned is now equal to the lesser 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion and $8. | |||||||||||||||||||||||||||||
Accretion expense | 352,251 | |||||||||||||||||||||||||||||
Carrying value of the note | $ 352,251 | |||||||||||||||||||||||||||||
Issued shares of common stock | 321,500 | |||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 74,993 | |||||||||||||||||||||||||||||
Unsecured Debt [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Convertible note principal amount | $ 2,000,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The lesser 70% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion and $8. | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% |
Convertible Debentures (Detai_5
Convertible Debentures (Details Textual 4) - USD ($) | Jan. 04, 2019 | Dec. 04, 2018 | Oct. 10, 2018 | Jul. 03, 2018 | May 18, 2018 | May 03, 2018 | Mar. 12, 2018 | Feb. 21, 2018 | Feb. 06, 2018 | Feb. 06, 2018 | Dec. 04, 2015 | Sep. 08, 2015 | Jan. 28, 2019 | Sep. 26, 2018 | Jul. 31, 2018 | May 24, 2018 | May 18, 2018 | Apr. 23, 2018 | Feb. 27, 2018 | May 31, 2017 | Apr. 28, 2017 | Apr. 27, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | May 31, 2017 | May 31, 2016 | Dec. 03, 2018 | May 02, 2018 | Apr. 16, 2018 | Dec. 15, 2017 | Feb. 04, 2014 | Dec. 27, 2013 | |
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Notes payable | $ 280,959 | $ 280,959 | ||||||||||||||||||||||||||||||||||
Accretion expense | $ 661,352 | $ 654,087 | ||||||||||||||||||||||||||||||||||
Secured note accrues interest rate | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||
Percentage of repayment note | 110.00% | 110.00% | ||||||||||||||||||||||||||||||||||
Bears interest | 18.00% | 18.00% | 18.00% | |||||||||||||||||||||||||||||||||
Derivative expenses | [1] | 2,784,674 | $ 3,166,886 | |||||||||||||||||||||||||||||||||
Common stock fixed conversion price | $ 1 | |||||||||||||||||||||||||||||||||||
Cash prepayment premium | 5.00% | |||||||||||||||||||||||||||||||||||
Other prepayment premium | 10.00% | |||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | 164,467 | 561,963 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement One [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Accretion expense | 2,484 | |||||||||||||||||||||||||||||||||||
Carrying value of the note | 2,484 | |||||||||||||||||||||||||||||||||||
Issued shares of common stock | 29,156 | 29,156 | 27,188 | |||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 78,947 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 13,432 | $ 15,386 | ||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Fair value of the warrants | $ 87,410 | |||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Shares, issued | 496,101 | 496,101 | ||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 538,359 | |||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Shares, issued | 1,000 | |||||||||||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Securities Purchase Agreement One [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Fair value of the conversion feature | $ 30,000 | |||||||||||||||||||||||||||||||||||
Notes payable | 25,000 | |||||||||||||||||||||||||||||||||||
Accretion expense | 37,554 | |||||||||||||||||||||||||||||||||||
Carrying value of the note | 37,554 | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 27,500 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The interest on the outstanding principal due under the secured note accrues at a rate of 8% per annum. All principal and accrued but unpaid interest under the secured note is due on December 4, 2019. The secured note is convertible into shares of the Company's at The Company may repay the note at 150% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum. | |||||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||||||||||||||||||||||||
Derivative expenses | $ 5,000 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Fair value of the conversion feature | 1,174,000 | |||||||||||||||||||||||||||||||||||
Accretion expense | 125,967 | 89,783 | ||||||||||||||||||||||||||||||||||
Carrying value of the note | 212,959 | |||||||||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 49,995 | |||||||||||||||||||||||||||||||||||
Issued shares of common stock | 617,600 | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The interest on the outstanding principal due under the Unsecured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Unsecured Note is due one year following the issue date of the Unsecured Note and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. | |||||||||||||||||||||||||||||||||||
Derivative expenses | 187,041 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | Securities Purchase Agreement One [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Fair value of the conversion feature | $ 23,000 | $ 103,000 | ||||||||||||||||||||||||||||||||||
Notes payable | 23,000 | 75,000 | ||||||||||||||||||||||||||||||||||
Loss on derivatives | 202,000 | |||||||||||||||||||||||||||||||||||
Accretion expense | 8,135 | 17,554 | 17,860 | |||||||||||||||||||||||||||||||||
Carrying value of the note | 60,135 | $ 17,554 | 69,860 | |||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 78,947 | $ 295,746 | $ 295,746 | $ 1,578,947 | 78,947 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the secured note is due on March 15, 2019. The secured note is convertible into shares of the Company's at the greater of $0.80 or 75% of the lowest VWAP in the 10 trading days prior to conversion.The Company may repay the note at 115% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum. | The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the secured note is due on March 15, 2019. The secured note is convertible into shares of the Company's at the greater of $1 or 75% of the lowest VWAP in the 10 trading days prior to conversion.The Company may repay the note at 115% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum. | ||||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 75,000 | $ 280,959 | $ 75,000 | 1,500,000 | ||||||||||||||||||||||||||||||||
Secured note accrues interest rate | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||
Secured note, due date | Mar. 15, 2019 | Mar. 15, 2019 | ||||||||||||||||||||||||||||||||||
Percentage of repayment note | 115.00% | 115.00% | ||||||||||||||||||||||||||||||||||
Bears interest | 18.00% | 18.00% | ||||||||||||||||||||||||||||||||||
Derivative expenses | $ 28,000 | |||||||||||||||||||||||||||||||||||
Debenture holders to settle convertible debenture | $ 2,300 | $ 90,000 | 131,579 | |||||||||||||||||||||||||||||||||
Convertible Debentures Seven [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Notes payable | $ 95,000 | |||||||||||||||||||||||||||||||||||
Loss on derivatives | $ 111,108 | |||||||||||||||||||||||||||||||||||
Carrying value of the note | $ 131,250 | $ 48,690 | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 52% discount to the lowest trading price during the previous 30 trading days to the date of conversion; or a 52% discount to the lowest trading price during the previous 30 trading days before the date the note was executed. | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Notes payable | 943,299 | |||||||||||||||||||||||||||||||||||
Carrying value of the note | $ 1,545,625 | |||||||||||||||||||||||||||||||||||
Issued shares of common stock | 661,795 | |||||||||||||||||||||||||||||||||||
Convertible Debentures Six [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Fair value of the conversion feature | $ 189,000 | |||||||||||||||||||||||||||||||||||
Notes payable | $ 144,000 | |||||||||||||||||||||||||||||||||||
Loss on derivatives | $ 204,626 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The Note accrues at a rate of 6% per annum. All principal and accrued interest under the Note is due January 30, 2020, and is convertible, at any time at InterCloud?s election, into shares of common stock of the Company at a conversion price equal to the greater of 75% of the lowest volume-weighted average price during the 10 trading days immediately preceding the date of conversion and $0.10. | The holder of the convertible promissory note entered into agreement to sell and assign a total of $620,000 of the $620,000 outstanding principal to two third parties. The Company approved and is bound by the assignment and sale agreement. During the three months ended March 31, 2019, $140,000 of the note was converted into 1,400,000 shares of common. During the three months ended March 31, 2019, the Company recorded accretion of $36,656 increasing the carrying value of the notes to $372,656. | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||||||||||||||||||||||||||
Convertible Debentures Five [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Loss on derivatives | $ 210,266 | |||||||||||||||||||||||||||||||||||
Convertible Debentures Nine [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The Company issued a convertible promissory note in the aggregate principal amount of $2,000,000. The interest on the outstanding principal due under the ADEX Note accrues at a rate of 6% per annum. All principal and accrued interest under the ADEX Note is due one year following the issue date of the ADEX Note and is convertible into shares of common stock at a conversion price equal to of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion, but in no event ever lower than $1 (the ?Floor?), unless the note is in default, at which time the Floor terminates. | The interest on the outstanding principal due under the Unsecured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Unsecured Note is due one year following the issue date of the Unsecured Note and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. | ||||||||||||||||||||||||||||||||||
Convertible Debentures Eight [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Notes payable | $ 81,666 | |||||||||||||||||||||||||||||||||||
Loss on derivatives | 158,785 | |||||||||||||||||||||||||||||||||||
Carrying value of the note | $ 40,432 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | he note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||||||||||||||||||||||||||||
Convertible Debentures Four [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Debenture note | $ 15,000 | |||||||||||||||||||||||||||||||||||
Convertible Debentures Two [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Debenture note | $ 5,000 | |||||||||||||||||||||||||||||||||||
Derivative And Hedging [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Accretion expense | $ 349,785 | |||||||||||||||||||||||||||||||||||
Carrying value of the note | 218,206 | |||||||||||||||||||||||||||||||||||
Increasing the carrying value | 70,585 | |||||||||||||||||||||||||||||||||||
Derivative And Hedging [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Fair value of the conversion feature | 571,079 | |||||||||||||||||||||||||||||||||||
Fair value of the warrants | 158,772 | |||||||||||||||||||||||||||||||||||
Notes payable | 500,000 | |||||||||||||||||||||||||||||||||||
Loss on derivatives | 229,851 | |||||||||||||||||||||||||||||||||||
Accretion expense | 55,000 | |||||||||||||||||||||||||||||||||||
Carrying value of the note | $ 500,000 | |||||||||||||||||||||||||||||||||||
Derivative And Hedging [Member] | Convertible Note One [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Fair value of the conversion feature | 348,000 | |||||||||||||||||||||||||||||||||||
Notes payable | 348,000 | |||||||||||||||||||||||||||||||||||
Accretion expense | 62,466 | |||||||||||||||||||||||||||||||||||
Carrying value of the note | $ 684,858 | |||||||||||||||||||||||||||||||||||
Issued shares of common stock | 25,000,000 | 125,000 | ||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 500,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The exercise price of the warrant will reduce to 85% of the closing price of the Company's common stock if the closing price of the Company's common stock is less than $1.60 on July 31, 2018. The note is due on January 15, 2019, and bears interest at 6% per annum. The note is convertible into common shares of the Company at a conversion price equal to the lower of 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion and $1 | |||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||||||||||||
Exercise price | $ 1.60 | |||||||||||||||||||||||||||||||||||
Increasing the carrying value | $ 142,719 | |||||||||||||||||||||||||||||||||||
Derivative And Hedging [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Fair value of the conversion feature | 3,325,000 | |||||||||||||||||||||||||||||||||||
Notes payable | 1,500,000 | |||||||||||||||||||||||||||||||||||
Accretion expense | $ 54,526 | $ 173,031 | 569,317 | |||||||||||||||||||||||||||||||||
Carrying value of the note | 54,526 | $ 194,557 | 240,370 | |||||||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 33,000 | |||||||||||||||||||||||||||||||||||
Issued shares of common stock | 10,560,000 | |||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,640 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The Company issues any common stock or common stock equivalents at an effective price per share less than $1 then the conversion price of the note will be reduced to the lower price. As long as the note is not in default the Company may repay the note at 110% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum. | |||||||||||||||||||||||||||||||||||
Derivative expenses | 1,825,000 | |||||||||||||||||||||||||||||||||||
Repayment of convertible note | 328,947 | |||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 305,001 | |||||||||||||||||||||||||||||||||||
Derivative And Hedging [Member] | Convertible Promissory Notes [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Accrued interest | 32,560 | |||||||||||||||||||||||||||||||||||
Debenture note | $ 374,000 | 374,000 | ||||||||||||||||||||||||||||||||||
Derivative And Hedging [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Fair value of the warrants | 2,455,000 | |||||||||||||||||||||||||||||||||||
Notes payable | 639,000 | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 793,894 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The note is due on August 16, 2019 and bears interest at 1% per annum. The note is convertible into common shares of the Company at a conversion price equal to the 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion. | |||||||||||||||||||||||||||||||||||
Contingent liability | $ 793,893 | |||||||||||||||||||||||||||||||||||
Derivatives [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Fair value of the conversion feature | $ 33,000,000 | |||||||||||||||||||||||||||||||||||
Accretion expense | 54,526 | $ 173,031 | ||||||||||||||||||||||||||||||||||
Carrying value of the note | $ 54,526 | $ 194,557 | ||||||||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 33,000 | |||||||||||||||||||||||||||||||||||
Issued shares of common stock | 52,800 | 59,400 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,640 | |||||||||||||||||||||||||||||||||||
Derivatives [Member] | Convertible Promissory Note [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Accrued interest | 32,560 | |||||||||||||||||||||||||||||||||||
Debenture note | $ 374,000 | $ 374,000 | ||||||||||||||||||||||||||||||||||
Third Party [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Accretion expense | 352,251 | |||||||||||||||||||||||||||||||||||
Carrying value of the note | 352,251 | |||||||||||||||||||||||||||||||||||
Common stock upon the conversion value | $ 74,993 | |||||||||||||||||||||||||||||||||||
Issued shares of common stock | 321,500 | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 50,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The conversion price for the $75,000 of notes assigned is now equal to the lesser 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion and $8. | |||||||||||||||||||||||||||||||||||
Unsecured Debt [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate terms, description | The lesser 70% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion and $8. | |||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||
[1] | The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model. |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Derivative [Line Items] | |||
Original discount limited to proceeds of notes | $ 20,000 | $ 402,500 | |
fair value of Level 3 [Member] | |||
Derivative [Line Items] | |||
Balance at the beginning of period | 3,166,886 | ||
Derivative issued as part of acquisition | $ 302,800 | ||
Original discount limited to proceeds of notes | 189,000 | 2,839,369 | |
Fair value of derivative liabilities in excess of notes proceeds received | 2,274,892 | ||
Derivative warrants issued for services and to acquire non-controlling interest | 328,833 | ||
Derivative liability settled through the issuance of preferred stock | (291,064) | ||
Conversion of derivative liability | (686,135) | (678,142) | |
Repayment of convertible note | (164,468) | (310,041) | |
Change in fair value of embedded conversion option | 369,391 | (6,049,473) | |
Balance at the end of the period | $ 2,874,674 | $ 3,166,886 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - Issuance [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | ||
Expected Volatility | 20400.00% | |
Risk-free Interest Rate | 257.00% | |
Expected Dividend Yield | 0.00% | 0.00% |
Expected Life (in years) | 1 year 26 days | |
Minimum [Member] | ||
Derivative [Line Items] | ||
Expected Volatility | 21500.00% | |
Risk-free Interest Rate | 227.00% | |
Expected Life (in years) | 2 months 30 days | |
Maximum [Member] | ||
Derivative [Line Items] | ||
Expected Volatility | 38600.00% | |
Risk-free Interest Rate | 244.00% | |
Minimum [Member] | ||
Derivative [Line Items] | ||
Expected Volatility | 17200.00% | |
Risk-free Interest Rate | 245.00% | |
Expected Life (in years) | 15 days | |
Maximum [Member] | ||
Derivative [Line Items] | ||
Expected Volatility | 38100.00% | |
Risk-free Interest Rate | 263.00% | |
Expected Life (in years) | 2 years 9 months 11 days |
Common Stock (Details)
Common Stock (Details) - USD ($) | Feb. 01, 2019 | Jan. 14, 2019 | Oct. 09, 2018 | May 03, 2018 | Feb. 06, 2018 | Jan. 28, 2019 | Sep. 28, 2018 | Jun. 02, 2018 | May 24, 2018 | May 18, 2018 | May 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Oct. 01, 2018 | Nov. 15, 2017 |
Common Stock (Textual) | |||||||||||||||||
Common stock price | $ 0.00001 | $ 0.00001 | |||||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | |||||||||||||||
Common stock, shares issued | 19,945 | ||||||||||||||||
Common share converted by holder | 66,113 | ||||||||||||||||
Gain (loss) on extinguishment of debt | $ 164,467 | $ 561,963 | |||||||||||||||
Treasury stock, shares | 621,258 | ||||||||||||||||
Treasury stock, cost | $ 277,436 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Preferred stock, shares authorized | 8,000,000 | 8,000,000 | |||||||||||||||
Common stock, shares issued | 13,622 | ||||||||||||||||
Common share converted by holder | 17,078 | ||||||||||||||||
Gain (loss) on extinguishment of debt | $ 538,359 | ||||||||||||||||
Common stock,cancelled shares | 82,963 | ||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock, shares issued | 2,869,230 | 110,742 | 27,778 | 2,000,000 | 20,833 | ||||||||||||
Common stock, amount | $ 15,552 | ||||||||||||||||
Gain (loss) on extinguishment of debt | $ 13,432 | $ 15,386 | |||||||||||||||
Principal pursuant to loan | $ 10,000 | $ 20,000 | $ 15,552 | $ 20,000 | |||||||||||||
Vested portion of shares | 31,361,490 | 8,386 | 505,927 | ||||||||||||||
Common Stock [Member] | Employee One [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock, shares issued | 520,000 | ||||||||||||||||
Common stock fair value | $ 520,000 | ||||||||||||||||
Description of common shares exchanged unvested and vested | The Company recorded $56,174 for the vested portion of the shares, leaving $463,907 of unvested compensation expense to be recognized in future periods. | ||||||||||||||||
Common Stock [Member] | Employee [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock, shares issued | 5,010,000 | ||||||||||||||||
Common stock fair value | $ 3,256,500 | ||||||||||||||||
Description of common shares exchanged unvested and vested | The Company recorded $605,004 for the vested portion of the shares, leaving $2,651,496 of unvested compensation expense to be recognized in future periods. | ||||||||||||||||
Common Stock [Member] | Climate Esco Ltd [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Proceeds from common stock subscriptions | $ 21,000 | $ 21,000 | |||||||||||||||
Common stock, shares subscribed | 1,050 | 1,050 | |||||||||||||||
Common stock price | $ 0.10 | $ 0.10 | |||||||||||||||
Net of non-controlling interest | $ 7,384 | $ 7,384 | |||||||||||||||
Common Stock [Member] | Mantra Energy Alternatives Ltd [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock, shares subscribed | 335 | 335 | |||||||||||||||
Common stock price | $ 1 | $ 1 | |||||||||||||||
Net of non-controlling interest | $ 7,231 | $ 7,231 | |||||||||||||||
Common Stock [Member] | Mantra Energy Alternatives Ltd [Member] | Canada, Dollars | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Proceeds from common stock subscriptions | $ 67,000 | $ 67,000 | |||||||||||||||
Common Stock [Member] | Consultant [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Vested portion of shares | 48,899 | ||||||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock price | $ 0.00001 | ||||||||||||||||
Common stock, shares authorized | 750,000,000 | ||||||||||||||||
Vest terms | 36 months | ||||||||||||||||
Common Stock [Member] | Maximum [Member] | Employee One [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Vest terms | 36 months | ||||||||||||||||
Common Stock [Member] | Maximum [Member] | Employee [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Vest terms | 36 months | ||||||||||||||||
Vested portion of shares | 2,228,508 | ||||||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock price | $ 0.00001 | ||||||||||||||||
Common stock, shares authorized | 275,000,000 | ||||||||||||||||
Vest terms | 11 months | ||||||||||||||||
Common Stock [Member] | Minimum [Member] | Employee One [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Shares vested during period | $ 34,395 | ||||||||||||||||
Vested portion of shares | 429,512 | ||||||||||||||||
Common Stock [Member] | Minimum [Member] | Employee [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Shares vested during period | $ 422,988 | ||||||||||||||||
Vest terms | 18 months |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | Apr. 16, 2018 | Feb. 06, 2018 | Oct. 29, 2018 | Nov. 15, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | May 18, 2018 |
Preferred Stock (Textual) | ||||||||
Due to related parties | ||||||||
Gain loss on settlement of debt | $ 164,467 | $ 561,963 | ||||||
Series B preferred stock voting, description | The holders of shares of Series B Preferred shall be voted together with the shares of Common Stock such that the aggregate voting power of the Series B Preferred is equal to 51% of the total voting power of the Company. | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred Stock (Textual) | ||||||||
Series A preferred stock, shares authorized | 8,000,000 | 8,000,000 | ||||||
Preferred stock, shares issued | 899,427 | 899,427 | ||||||
Conversion rights, description | The number of shares of common stock into which each share of the Series A Preferred Shares may be converted shall be determined by dividing the sum of the Stated Value of the Series A Preferred Shares ($1.00 per share) being converted and any accrued and unpaid dividends by the Conversion Price in effect at the time of the conversion. The Series A Preferred Shares may be converted at an initial conversion price of the greater of 75% of the lowest VWAP during the ten trading day period immediately preceding the date a conversion notice is delivered or $0.40. | |||||||
Series A preferred stock, shares | 505,494 | |||||||
Series A preferred stock, value | $ 170,445 | |||||||
Gain loss on settlement of debt | $ 538,359 | |||||||
Series A preferred stock conversion, description | The lowest VWAP during the ten trading day period immediately preceding the Conversion Date (as defined below) or $0.40. | |||||||
Shares, issued | 496,101 | |||||||
Series B Preferred Stock [Member] | ||||||||
Preferred Stock (Textual) | ||||||||
Series A preferred stock, shares authorized | 1,000 | 1,000 | ||||||
Preferred stock, shares issued | 1,000 | 1,000 | ||||||
Shares, issued | 1,000 | |||||||
Liquidation preference junior to the Series B Preferred | $ 3,500 |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Number of warrants, Beginning Balance | shares | 1,715,177 |
Number of warrants, Issued | shares | 284,717 |
Number of warants, Expired | shares | (60,000) |
Number of warrants, Ending Balance | shares | 1,939,894 |
Weighted average exercise price, Beginning Balance | $ / shares | $ 2.14 |
Weighted average exercise price, Issued | $ / shares | 1.20 |
Weighted average exercise price, Expired | $ / shares | 0.32 |
Weighted average exercise price, Ending Balance | $ / shares | $ 1.96 |
Share Purchase Warrants (Deta_2
Share Purchase Warrants (Details 1) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 | |
Class of Warrant or Right [Line Items] | |||
Number of warrants | 1,939,894 | 1,715,177 | |
Exercise price | $ 1.96 | $ 2.14 | |
April 10, 2019 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 20,375 | ||
Exercise price | $ 74 | ||
April 28, 2020 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 137,500 | ||
Exercise price | $ 5.10 | ||
June 27, 2020 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 250,000 | ||
Exercise price | $ 0.10 | ||
February 13, 2021 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | [1] | 593,064 | |
Exercise price | $ 0.20 | ||
February 21, 2021 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 125,000 | ||
Exercise price | $ 1.60 | ||
May 17, 2020 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 500,000 | ||
Exercise price | $ 1 | ||
September 10, 2019 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 200,000 | ||
Exercise price | $ 0.00010 | ||
October 10, 2021 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 113,955 | ||
Exercise price | $ 1.08 | ||
[1] | This warrant is convertible into 4% of the number of common shares of the Company outstanding. At March 31, 2019, 4% of the number of shares of the Company outstanding was 14,826,590 shares. |
Share Purchase Warrants (Deta_3
Share Purchase Warrants (Details Textual) | 3 Months Ended |
Mar. 31, 2019shares | |
Share Purchase Warrants Textual [Abstract] | |
Number of warrant shares of the company outstanding | 14,826,590 |
Percentage of warrant convertible shares | 4.00% |
Leases (Details)
Leases (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease assets | $ 232,325,000 | |
Current operating lease liabilities | 233,191 | |
Total operating lease liabilities | $ 233,191,000 |
Leases (Details 1)
Leases (Details 1) | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 173,727,000 |
2020 | 88,431,000 |
2021 | 61,372,000 |
2022 | 63,214,000 |
2023 | 21,330,000 |
2024 | |
Total lease payments | 408,074,000 |
Less: imputed interest | (174,883,000) |
Total operating lease liabilities | $ 233,191,000 |
Leases (Details Textual)
Leases (Details Textual) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Additional net lease assets | $ 269,341 |
Net lease liabilities | 269,341 |
Non-cash operating lease liabilities | 269,341 |
operating lease expense | 48,175 |
Measurement of operating lease liabilities | 47,309 |
ROU liabilities | $ 36,105 |
Weighted average discount rate | 48.00% |
Lease payments term | 5 years |
Short-term lease costs | $ 78,035 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies (Textual) | |
Lease term, description | The Company leases certain of its properties under leases that expire on various dates through 2023. Some of these agreements include escalation clauses and provide for renewal options ranging from one to five years. Leases with an initial term of 12 months or less and immaterial leases are not recorded on the balance sheet. |
Segment Disclosures (Details)
Segment Disclosures (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Net Sales | $ 11,335,732 | $ 4,327,764 | |
Operating (loss) income | 14,699 | (743,491) | |
Interest expense | 471,412 | 179,325 | |
Depreciation and amortization | 93,952 | 47,833 | |
Total Assets | 18,036,886 | $ 12,930,396 | |
Spectrum Global [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | |||
Operating (loss) income | (954,967) | (666,247) | |
Interest expense | 399,555 | 107,894 | |
Depreciation and amortization | |||
Total Assets | 15,067 | 99,835 | |
AWS [Member] | ADEX [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 4,327,764 | ||
Operating (loss) income | (77,242) | ||
Interest expense | 71,431 | ||
Depreciation and amortization | 47,833 | ||
Total Assets | $ 12,830,561 | ||
ADEX/TNS [Member] | ADEX [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 11,335,732 | ||
Operating (loss) income | 969,666 | ||
Interest expense | 71,857 | ||
Depreciation and amortization | 93,952 | ||
Total Assets | $ 18,021,819 |
Segment Disclosures (Details 1)
Segment Disclosures (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenues, Consolidated Total | $ 11,335,732 | $ 4,327,764 |
Long-Lived Assets, Consolidated Total | 4,327,763 | 4,022,273 |
PUERTO RICO | ||
Segment Reporting Information [Line Items] | ||
Revenues, Consolidated Total | 310,478 | 3,371 |
Long-Lived Assets, Consolidated Total | 466,624 | 5,377 |
UNITED STATES | ||
Segment Reporting Information [Line Items] | ||
Revenues, Consolidated Total | 11,025,254 | 6,817,755 |
Long-Lived Assets, Consolidated Total | $ 3,861,140 | $ 4,016,895 |
Segment Disclosures (Details Te
Segment Disclosures (Details Textual) | 3 Months Ended | |
Mar. 31, 2019SegmentsArea | Mar. 31, 2018Segments | |
Segment Disclosures (Textual) | ||
Number of operating segments | Segments | 2 | 2 |
Number of geographical area | Area | 1 | |
Segment reporting, description | The Company operates the SGS reporting segment in one geographical area (the United States), the AW Solutions operating segment in two geographical areas (the United States and Puerto Rico), and the ADEX operating segment in two geographical areas (the United States and Puerto Rico). |
Net (Loss) Income Per Share (De
Net (Loss) Income Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income (loss) | $ (1,332,587) | $ 134,269 |
Convertible note interest | 87,860 | |
Adjusted diluted net income (loss) | $ (1,332,587) | $ 222,129 |
Weighted average shares outstanding used in computing net income per share: | ||
Basic | 11,771,927 | 2,225,809 |
Effect of dilutive stock options and convertible notes payable | 6,194,355 | |
Effect of preferred shares | 8,842 | |
Diluted | 11,771,927 | 8,429,006 |
Net income (loss) per share applicable to common stockholders: | ||
Basic | $ (0.11) | $ 0.06 |
Diluted | $ (0.11) | $ 0.03 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 10, 2019 | May 03, 2019 | Apr. 13, 2019 | Apr. 02, 2019 | Apr. 23, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | May 06, 2019 | Dec. 31, 2018 |
Subsequent Events (Textual) | |||||||||
Conversion value of common stock | $ 1,042,254 | $ 92,703 | |||||||
InterCloud [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Aggregate principal amount | $ 793,894 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Amendment Description | The Company entered into an amendment to the note payable described in Note 8(g). Pursuant to the amendment the maturity date of the note was extended from January 15, 2019 to June 1, 2019. | The Company amended the note described in Note 6(d). Pursuant to the amendment, the notes maturity was extended from April 13, 2019 to April 13, 2020. In addition, the interest rate increased from 8% to 10%. | |||||||
Conversion shares of common stock | 1,400,000 | 799,980 | |||||||
Conversion value of common stock | $ 70,000 | $ 30,000 | |||||||
Accrued interest | $ 6,930 | $ 9,999 | |||||||
Subsequent Event [Member] | InterCloud [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Aggregate of shares issued | 15,707,163 | ||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Aggregate principal amount | $ 1,052,632 | ||||||||
Accrued interest | $ 295,746 | ||||||||
Description of exchange note | The interest on the outstanding principal due under the Exchange Note accrues at a rate of 12% per annum. All principal and accrued interest under the Exchange Note is due on October 17, 2020 and is convertible into shares of the Company's Common Stock. The conversion price in effect on the date such conversion is effected shall be equal to (i) initially, $0.10 or (ii) on or after the date of the closing of the next public or private offering of equity or equity-linked securities of the Company in which the Company receives gross proceeds in an amount greater than $100,000, one hundred and five percent (105%) of the price of the Common Stock issuable in the offering. While during the first six months that the Exchange Note is outstanding, only interest payments are due to the Holder, beginning in October 2019, and on each monthly anniversary thereafter until maturity, amortization payments are due for principal and interest due under the Exchange Note. The Exchange Note includes customary events of default, including non-payment of the principal or accrued interest due on the Exchange Note. Upon an event of default, all obligations under the Exchange Note will become immediately due and payable. | ||||||||
Subsequent Event [Member] | Senior Secured Convertible Promissory note [Member] | Exchange Agreement [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Aggregate principal amount | $ 1,571,134 | ||||||||
Subsequent Event [Member] | Senior Secured Convertible Promissory note [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Conversion shares of common stock | 699,980 | ||||||||
Conversion value of common stock | $ 25,000 | ||||||||
Accrued interest | $ 9,999 |