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Equity Purchase Agreements | 6 Months Ended
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Jun. 30, 2018
Business Combinations [Abstract] |
Equity Purchase Agreements | Equity Purchase Agreements Equity purchase agreement with Pelen, LLC In January of 2018, the Company issued 1,475,410 shares of restricted common stock as initial payment to acquire 25% of the total membership interests of Pelen, LLC. The purchase of the membership interests will close once the seller of the membership interests has received total cash proceeds of at least $585,000 either through sale of the restricted common stock received or through additional cash payments made by the Company. If all of the shares of restricted common stock have been sold by the seller of the membership interests and the aggregate proceeds received are less than $585,000, then the Company is required to pay the shortfall in either additional shares of the Company’s common stock or cash, at the Company’s election. As of June 30, 2018, the purchase has not closed and the Company has not received legal ownership of the membership interests. The Company has recorded a make-whole liability of $201,393 at June 30, 2018 representing the value of the shortfall based on the share price as of June 30, 2018. This amount is recorded within accrued expenses in the condensed consolidated balance sheet as of June30, 2018. Equity purchase agreement with Downtown Silver Springs, LLC On May 30, 2018, and amended on June 22, 2018, the Company entered into an agreement for the purchase of 100% of the membership interests of Downtown Silver Springs, LLC (“DTSS”). DTSS holds an option for the purchase of approximately 160 acres of centrally located land in Silver Springs, Nevada, and separately, holds an option to purchase 350 units of water rights (equaling 392 acre-feet) and 200 units of sewer rights. DTSS has no other assets, no operations, or employees. The option to purchase the 160 acres of land allows the holder to purchase the land for approximately $3.2 million, plus accrued interest of approximately $345,000 and expires on October 15, 2018. The option to purchase the water and sewer rights allows the holder to purchase the water rights for $5,800 per acre foot and the sewer rights for $7 per sewer unit and expires on October 15, 2018. The water rights and sewer unit usages are not restricted to the 160-acre parcel. The agreement with DTSS requires the Company make (1) two separate, non-refundable deposits of $250,000 each into escrow towards the purchase of the land in Silver Springs, Nevada, (2) $250,000 of payments to the sellers of the membership interests with $30,000 due on or before July 2, 2018 and the balance of $220,000 due at closing on or before August 3, 2018, and (3) a contingent payment of $250,000 to the sellers of the membership interests on or before December 31, 2018. As of June 30, 2018, the purchase of DTSS has not closed and the Company has not received legal ownership of the membership interests. On May 30, 2018, the Company made the first required, non-refundable deposit of $250,000 which is recorded in prepaid expenses and other current assets in the condensed consolidated balance sheet at June 30, 2018. During July 2018, the Company paid the second required, non-refundable deposit of $250,000, an additional $300,000 non-refundable deposit towards the purchase of the land, and the $30,000 required payment to the sellers of the membership interests described previously. As of the date of this filing, the Company has made a total of $800,000 of non-refundable deposits towards the purchase of the 160 acres of land.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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- References No definition available. + Details
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