Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ELEPHANT TALK COMMUNICATIONS CORP | ||
Entity Central Index Key | 1,084,384 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 62 | ||
Trading Symbol | ETAK | ||
Entity Common Stock, Shares Outstanding | 161,622,287 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 369,250 | $ 1,904,160 | |
Financing receivable | 272,425 | 2,000,000 | |
Restricted cash | 246,151 | 312,935 | |
Accounts receivable, net of an allowance for doubtful accounts of $269,608 at December 31, 2015 | 1,112,032 | 8,877,213 | |
Prepaid expenses and other current assets | 2,016,236 | 2,478,681 | |
Total current assets | 4,016,094 | 15,572,989 | |
NON-CURRENT ASSETS | |||
OTHER ASSETS | [1] | 473,893 | 917,457 |
PROPERTY AND EQUIPMENT, NET | 13,051,375 | 17,351,626 | |
INTANGIBLE ASSETS, NET | 258,630 | 704,667 | |
ASSETS HELD FOR SALE | 4,564,972 | 6,339,117 | |
GOODWILL | 3,027,422 | 3,352,264 | |
TOTAL ASSETS | 25,392,386 | 44,238,120 | |
CURRENT LIABILITIES | |||
Overdraft | 0 | 433,366 | |
Accounts payable and customer deposits | 2,639,863 | 1,856,014 | |
Obligations under capital leases (current portion) | 310,403 | 1,831,050 | |
Deferred Revenue | 1,259,545 | 8,813,385 | |
Accrued expenses and other payables | 5,031,712 | 4,061,652 | |
Loans payable | 0 | 962,269 | |
2014 10% + libor 3rd Party Loan (net of Debt Discount and Debt Issuance) *) | [1] | 5,580,277 | 10,518,228 |
Total current liabilities | 14,821,800 | 28,475,964 | |
LONG TERM LIABILITIES | |||
2014 10% + libor 3rd Party Loan (net of OID of $660,467 at September 30, 2015) | 0 | 0 | |
Derivative liabilities | 945,618 | 2,087,992 | |
Non-current portion of obligation under capital leases | 5,621 | 272,460 | |
Other long term liabilities | 260,290 | 354,880 | |
9% Unsecured Subordinated Convertible Promissory Note (net of Debt Discount and Debt Issuance) | 238,829 | 0 | |
Non-current portion of deferred revenue | 1,066,687 | 2,434,257 | |
Total long term liabilities | 2,517,045 | 5,149,589 | |
Total liabilities | $ 17,338,845 | $ 33,625,553 | |
Commitments and Contingencies (See Notes) | |||
STOCKHOLDERS' EQUITY | |||
Preferred Stock $0.00001 par value, 50,000,000 shares authorized, 0 issued and outstanding | $ 0 | $ 0 | |
Common Stock $0.00001 par value, 250,000,000 shares authorized, 161,376,387 issued and outstanding as of December 31, 2015 and 154,671,258 shares issued and outstanding as of December 31, 2014 | 269,470,165 | 264,359,674 | |
Accumulated other comprehensive loss | (5,789,975) | (3,127,132) | |
Accumulated deficit | (255,635,531) | (250,629,296) | |
Elephant Talk Communications, Corp. stockholders' equity | 8,044,659 | 10,603,246 | |
NON-CONTROLLING INTEREST | 8,882 | 9,321 | |
Total stockholders' equity | 8,053,541 | 10,612,567 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 25,392,386 | $ 44,238,120 | |
[1] | For comparison reasons the Company reclassified Debt Issuance Costs at December 31, 2014 from Other Assets to the Current Liabilities line item: 2014 10% + libor 3rd Party Loan (net of Debt Discount and Debt Issuance Costs). See Note 1. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Allowance for Doubtful Accounts Receivable, Current | $ 269,608 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | |
Common Stock, Shares, Issued | 161,376,387 | 154,671,258 | |
Common Stock, Shares, Outstanding | 161,376,387 | 154,671,258 | |
Term Loan 2014 [Member] | |||
Loan payable, interest rate spread | 10.00% | 10.00% | |
Description of variable rate basis | libor | libor | |
Debt Instrument, Unamortized Discount | $ 660,467 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES | $ 31,015,453 | $ 20,356,447 |
COST AND OPERATING EXPENSES | ||
Cost of service (excluding depreciation and amortization) | 5,926,291 | 6,688,674 |
Product development | 4,543,492 | 7,228,663 |
Sales and marketing | 2,633,958 | 2,393,676 |
General and administrative | 12,904,512 | 12,602,601 |
Depreciation and amortization of intangibles assets | 6,623,985 | 8,220,219 |
Impairment for assets held and used | 2,681,407 | 0 |
Total cost and operating expenses | 35,313,645 | 37,133,833 |
LOSS FROM OPERATIONS | (4,298,192) | (16,777,386) |
OTHER INCOME (EXPENSE) | ||
Interest income | 106,028 | 127,793 |
Interest expense | (1,488,203) | (1,240,590) |
Interest expense related to debt discount and conversion feature | (682,389) | (3,935,839) |
Gain (loss) on changes in fair value of derivative liabilities | 299,948 | (114,458) |
Gain on Extinguishment of Debt | 2,475,799 | 626,108 |
Other income & (expense), net | (922,894) | 176,981 |
Amortization of debt issuance costs | (513,557) | (507,595) |
Total other income (expense) | (725,268) | (4,867,600) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (5,023,460) | (21,644,986) |
(Benefit) / provision for income taxes | (17,225) | 216,931 |
NET LOSS | (5,006,235) | (21,861,917) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation loss | (2,662,843) | (3,397,001) |
COMPREHENSIVE LOSS | $ (7,669,078) | $ (25,258,918) |
Net loss per common share and equivalents - basic | $ (0.03) | $ (0.15) |
Net loss per common share and equivalents - diluted | $ (0.03) | $ (0.15) |
Weighted average shares outstanding during the period - basic | 158,202,074 | 147,700,233 |
Weighted average shares outstanding during the period - diluted | 158,202,074 | 147,700,233 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Other comprehensive income [Member] | Accummulated Deficit [Member] | BM Note [Member] | BM Note [Member]Common Stock [Member] | BM Note [Member]Other comprehensive income [Member] | BM Note [Member]Accummulated Deficit [Member] | Saffelberg Note [Member] | Saffelberg Note [Member]Common Stock [Member] | Saffelberg Note [Member]Other comprehensive income [Member] | Saffelberg Note [Member]Accummulated Deficit [Member] |
Balance (in shares) at Dec. 31, 2013 | 140,466,801 | |||||||||||
Balance at Dec. 31, 2013 | $ 20,214,811 | $ 248,712,321 | $ 269,869 | $ (228,767,379) | ||||||||
Shares issued for warrant exercises | 3,993,677 | $ 3,993,677 | 0 | 0 | ||||||||
Shares issued for warrant exercises (in shares) | 5,782,700 | |||||||||||
Shares issued for employee stock option exercises | 469,208 | $ 469,208 | 0 | 0 | ||||||||
Shares issued for employee stock option exercises (in shares) | 621,638 | |||||||||||
Shares issued for board & management compensation | 533,573 | $ 533,573 | 0 | 0 | ||||||||
Shares issued for board & management compensation (in shares) | 443,625 | |||||||||||
Shares issued to consultants | 271,350 | $ 271,350 | 0 | 0 | ||||||||
Shares issued to consultants (in shares) | 300,000 | |||||||||||
Shares issued for conversions | $ 3,791,541 | $ 3,791,541 | $ 0 | $ 0 | $ 2,312,334 | $ 2,312,334 | $ 0 | $ 0 | ||||
Shares issued for conversions (in shares) | 4,238,501 | 2,817,993 | ||||||||||
Shares to be issued | (18,075) | $ (18,075) | 0 | 0 | ||||||||
Amortization of Stock Options expense | 3,228,939 | 3,228,939 | 0 | 0 | ||||||||
Expenses attributable to share issuances | (206,340) | (206,340) | 0 | 0 | ||||||||
FMV of warrants issued classified as Debt Discount | 1,271,146 | 1,271,146 | 0 | 0 | ||||||||
Other comprehensive loss due to foreign exchange rate translation net of tax | (3,397,001) | 0 | (3,397,001) | 0 | ||||||||
Net Loss | (21,861,917) | $ 0 | 0 | (21,861,917) | ||||||||
Balance (in shares) at Dec. 31, 2014 | 154,671,258 | |||||||||||
Balance at Dec. 31, 2014 | 10,603,246 | $ 264,359,674 | (3,127,132) | (250,629,296) | ||||||||
Shares issued for warrant exercises | 1,727,487 | $ 1,727,487 | 0 | 0 | ||||||||
Shares issued for warrant exercises (in shares) | 4,029,738 | |||||||||||
Shares issued for employee stock option exercises | 5,861 | $ 5,861 | 0 | 0 | ||||||||
Shares issued for employee stock option exercises (in shares) | 8,668 | |||||||||||
Shares issued for board & management compensation | 1,150,678 | $ 1,150,678 | 0 | 0 | ||||||||
Shares issued for board & management compensation (in shares) | 2,666,723 | |||||||||||
Shares to be issued | 24,305 | $ 24,305 | 0 | 0 | ||||||||
Amortization of Stock Options expense | 1,814,531 | 1,814,531 | 0 | 0 | ||||||||
Expenses attributable to share issuances | (65,000) | (65,000) | 0 | 0 | ||||||||
FMV of warrants issued classified as Debt Discount | 452,629 | 452,629 | 0 | 0 | ||||||||
Other comprehensive loss due to foreign exchange rate translation net of tax | (2,662,843) | 0 | (2,662,843) | 0 | ||||||||
Net Loss | (5,006,235) | $ 0 | 0 | (5,006,235) | ||||||||
Balance (in shares) at Dec. 31, 2015 | 161,376,387 | |||||||||||
Balance at Dec. 31, 2015 | $ 8,044,659 | $ 269,470,165 | $ (5,789,975) | $ (255,635,531) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (5,006,235) | $ (21,861,917) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 6,623,985 | 8,220,219 |
Provision for doubtful accounts | 269,608 | 17,410 |
Stock based compensation | 3,481,908 | 3,888,275 |
Change in fair value of derivative liabilities | (299,948) | 114,458 |
Amortization of deferred financing costs | 513,557 | 507,595 |
Interest expense relating to debt discount and conversion feature | 682,389 | 3,935,839 |
Unrealized foreign currency translation gain loss | 922,894 | (176,981) |
(Gain) on Extinguishment of Debt | (2,475,799) | (626,108) |
Impairment for assets held and used | 2,681,407 | 0 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | 6,566,499 | (4,464,754) |
Decrease (increase) in prepaid expenses, deposits and other assets | 759,275 | (94,528) |
Increase (decrease) in accounts payable and customer deposits | 2,627,745 | (565,040) |
Increase (decrease) in deferred revenue | (9,753,225) | 8,623,960 |
Increase (decrease) in accrued expenses and other payables | 1,385,775 | 378,637 |
Net cash provided by (used in) operating activities | 8,979,835 | (2,102,935) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (7,709,972) | (7,851,460) |
Cash paid for 100% acquisition of subsidiary | 0 | (36,465) |
Loan to third party | 0 | (100,000) |
Net cash used in investing activities | (7,709,972) | (7,987,925) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from November 2014 10% + libor 3rd Party Loan, net of OID | 0 | 11,620,000 |
(Repayments)/Proceeds from 10% 3rd Party Loan | 0 | (2,492,400) |
Financing receivable | 1,645,000 | (2,000,000) |
Exercise of warrants & options | 5,861 | 4,462,885 |
Equity and Debt issuance costs paid | (532,558) | (815,437) |
Principal payment on 2014 10% + libor 3rd Part Loan | (5,500,000) | 0 |
Proceeds from 9% Unsecured Subordinated Convertible Promissory Note | 1,275,000 | 0 |
Net cash (used in) provided by financing activities | (3,106,697) | 10,775,048 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 301,924 | (32,343) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (1,534,910) | 651,845 |
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD | 1,904,160 | 1,252,315 |
CASH AND CASH EQUIVALENTS, END OF THE PERIOD | 369,250 | 1,904,160 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 1,136,021 | 954,123 |
Increase in Share Capital due to Telnicity Acquisition | 14,771 | 0 |
Increase in Share Capital for third party settlement | 0 | 271,350 |
Cash paid during the period for income taxes | $ 0 | $ 56,881 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended |
Dec. 31, 2014 | |
Percentage of equity interest acquired | 100.00% |
Term Loan November 2014 [Member] | |
Loan payable, interest rate spread | 10.00% |
Description of variable rate basis | libor |
Term Loan 2014 [Member] | |
Loan payable, interest rate spread | 10.00% |
Description of variable rate basis | libor |
Reclassifications
Reclassifications | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | Note 1. Reclassifications The Company has reclassified in accordance with ASU 2015-03 the debt issuance cost asset to debt liability and has applied this retrospectively to 2014. December 31, Impact December 31, 2014 Reclasses 2014 (reclassed) (original) OTHER ASSETS $ 917,457 $ (682,878) $ 1,600,335 TOTAL ASSETS 44,238,120 (682,878) 44,920,998 2014 10% + libor 3rd Party Loan (net of Debt Discount and Deferred Financing Costs) 10,518,228 (682,878) 11,201,106 Total current liabilities 28,475,964 (682,878) 29,158,842 Total liabilities 33,625,553 (682,878) 34,308,431 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 44,238,120 $ (682,878) $ 44,920,998 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 2. Business and Summary of Significant Accounting Policies Elephant Talk provides a fully managed ’single sign on and application access’ Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) application designed for communications services providers (CSP) end-users, delivered over the web. SaaS are applications designed for end-users, delivered over the web. PaaS is a set of tools and services designed to make coding and deploying those applications quickly and efficiently. IaaS is the hardware and software that powers it all including servers, storage, networks and operating systems. The Company is comprised of an experienced sales team, architects, software developers, implementation specialists and an operations team who bring turnkey mobile solutions to the retail telecommunications industry. As reflected in the accompanying consolidated financial statements, the Company reported net (loss) of $ (5,006,235) (21,861,917) (255,635,531) The Company’s financial statements through December 31, 2015 were materially impacted by a number of events: ⋅ the June 12, 2015 settlement and termination agreement with our customer Grupo Iusacell S.A., ⋅ the modification of the November 17, 2014 Atalaya/Corbin Capital credit agreement following the default position of the Company ⋅ restructuring of the Company as of the fourth quarter 2015 The termination of the relationship with Iusacell resulted in a settlement agreement on June 12, 2015, which provided the Company with net proceeds of $ 12.6 3.9 As required, on June, 22, 2015, the Company repaid Atalaya/Corbin $ 10.1 12.6 4.2 6.5 In response to the Iusacell termination, the Company commenced an expense reduction plan, amended the Atalaya/Corbin credit agreement as mentioned above and started to review strategic alternatives for its’ security solutions unit ValidSoft. The expense reduction plan was turned into a substantial restructuring plan in the fourth quarter of 2015, in order to align actual expenses and investments with current revenues as well introducing new executive management. The fourth quarter restructuring impacted the results in 2015 with a $ 1.3 1.7 0.9 31.4 35.3 37.1 The savings in ongoing operating expenses following the restructuring in the fourth quarter of 2015 and into first quarter 2016, will be evident in the first and second quarter of 2016 when actual workforce reductions will have been realized. During the second quarter 2016, the restructuring plan will be largely complete and headcount will be more sustainably aligned with current revenues. Following the evaluation of strategic options for ValidSoft, the Company decided to divest ValidSoft to interested parties. Although the sale of ValidSoft will negatively impact revenues of the Company between $ 0.15 0.23 0.9 1.4 The planned sale of ValidSoft for the price of $ 12.5 In addition to the restructuring and the potential sale of ValidSoft, the Company consummated two closings of its private placement offering ( 9 1,275,000 1,108,789 2,223,000 1,952,733 As part of the agreements with the prospective suitor for ValidSoft, the Company received $ 700,000 250,000 The cash balance of the Company at December 31, 2015 was $ 369,250 2,402,733 272,425 In addition to pursuing other sources of debt and equity financing, the Company continues to pursue the sale of ValidSoft, has entered into discussions with several investment groups expressing interest in investing in the Company, and has extended the 2015 private placement offering. In order for the Company to have sufficient cash to fund its operations for the next 12 months, the Company believes that for instance with the divestiture of ValidSoft, which we expect will result in gross proceeds of $ 12.5 6.5 Although we have previously been able to raise capital as needed, there can be no assurance that additional capital will be available at all, or if available, on reasonable terms. Further, the terms of such financing may be dilutive to our existing stockholders or otherwise on terms not favorable to us, or our existing stockholders. If we are unable to secure additional capital, and/or do not succeed in meeting our cash flow objectives or the Lender will call the loan before new capital is attracted, the Company will be materially and negatively impacted, and we may have to significantly reduce our operations. As of December 31, 2015, these events combined with the delays in the divestiture of ValidSoft raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Elephant Talk Communications Corp. and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). All intercompany transactions and account balances have been eliminated in consolidation. The Company’s subsidiaries are: · its wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its wholly owned subsidiaries, Elephant Talk Communications Italy S.R.L., Elephant Talk Business Services W.L.L., Guangzhou Elephant Talk Information Technology Limited, Elephant Talk Deutschland GmbH, Morodo Group Ltd., and the majority owned (51%) subsidiaries Elephant Talk Communications PRS U.K. Limited and (51%) ET-UTS NV; · Elephant Talk Europe Holding B.V.’s wholly-owned subsidiary Elephant Talk Communication Holding AG and its wholly-owned subsidiaries Elephant Talk Communications S.L.U., Elephant Talk Mobile Services B.V., Elephant Talk Telekom GmbH, Elephant Talk Communication Carrier Services GmbH, Elephant Talk Communication Schweiz GmbH and the subsidiary Elephant Talk Communications Premium Rate Services Netherlands B.V.; · Elephant Talk Telecomunicação do Brasil LTDA, is owned 90 10 · Elephant Talk Europe Holding B.V.’s majority ( 100 100 99 · its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its majority owned ( 50.54 · its wholly-owned subsidiary Elephant Talk North America, Corp; · its wholly-owned subsidiary ValidSoft Limited (Ireland) and its wholly-owned subsidiary ValidSoft UK Limited; · its wholly-owned subsidiary Elephant Talk Group International B.V., based in The Netherlands, and · Elephant Talk Europe Holding B.V.’s majority owned subsidiary ( 99.998 99 · PT Elephant Talk Indonesia, is owned 99 1 The functional currency is Euros for the Company’s wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its subsidiaries, Euros for its wholly-owned subsidiary Elephant Talk Global Holding B.V., the Hong Kong Dollar for its wholly-owned subsidiary ETL and the British Pound Sterling for its wholly-owned subsidiary ValidSoft. The financial statements of the Company were translated to USD using period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses, and capital accounts were translated at their historical exchange rates when the capital transaction occurred. In accordance with ASC 830, Foreign Currency Matters, net gains and losses resulting from translation of foreign currency financial statements are included in the statement of stockholder’s equity as other comprehensive income (loss). Foreign currency transaction gains and losses are included in consolidated income/(loss), under the line item ‘Other income/(expense)’. The preparation of the accompanying financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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 bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates include the bad debt allowance, revenue recognition, impairment of long-lived assets, valuation of financial instruments, useful lives of long-lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company has full access to the whole balance of cash and cash equivalents on a daily basis without any delay. The financing receivables reported as of December 31, 2015 relate to a timing difference between the second closing of the Offering and the actual receipt of the related proceeds. The funds were in the process of being transferred from the escrow account kept by the placement agent and the company but were actually received on January 5 th, 2016. The net financing receivable amounted to $ 272,425 355,000 2,000,000 th Restricted cash as of December 31, 2015 and 2014 was $ 246,136 312,935 The Company’s customer base consists of a geographically dispersed customer base. The Company maintains an allowance for potential credit losses on accounts receivable. The Company makes ongoing assumptions relating to the collectability of our accounts receivable. The accounts receivable amounts presented on our balance sheets include reserves for accounts that might not be collected. In determining the amount of these reserves, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. The Company’s reserves have generally been adequate to cover its actual credit losses. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its reserves will continue to be adequate. If actual credit losses are significantly greater than the reserves, the Company would increase its general and administrative expenses and increase its reported net losses. Conversely, if actual credit losses are significantly less than our reserve, this would eventually decrease the Company’s general and administrative expenses and decrease its reported net losses. Allowances are recorded primarily on a specific identification basis. See Note 3 of the Financial Statements for more information. At the inception of a lease covering equipment or real estate, the lease agreement is evaluated under the criteria of ASC 840, Leases. Revenue primarily represents amounts earned for our mobile and security solutions. Our mobile and security solutions are hosted software where the customer does not take possession of the software and are therefore accounted for as subscriptions. We also offer customer support and professional services related to implementing and supporting our suite of applications. Revenues generally are recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. Hosting subscriptions provide customers access to our software on a subscription basis, and support services (e.g. network operations and second line helpdesk) related to those arrangements. Hosting subscriptions for the use of our software generally include a usage-based license for which revenues are recognized commensurate with the customer utilization (for example, the number of mobile users on the network) commencing with the date our service is made available to customers and when all of the following conditions have been met: (i) there is persuasive evidence of an arrangement; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability of the fee is reasonably assured. Revenue is recorded as deferred revenue before all of the relevant criteria for revenue recognition are satisfied. The Company enters into arrangements that include various combinations of hosting subscriptions and services, where elements are delivered over different periods of time. Such arrangements are accounted for in accordance with ASC 605-25 “Revenue Recognition-Multiple Element Arrangements.” Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. The elements in a multiple element arrangement are identified and are separated into separate units of accounting at the inception of the arrangement and revenue is recognized as each element is delivered. Delivered item or items are considered a separate unit of accounting when both of the following criteria are met: (i) the delivered item or items have value to the customer on a stand-alone basis, meaning the delivered item or items have value on a standalone basis if it sold separately by any vendor or the customer could resell the delivered item or items on a stand-alone basis, and (ii) if the arrangement includes a general right of return related to the delivered item, delivery or performance of the undelivered item or items are considered probably and substantially in the control of the Company. Total consideration of a multiple-element arrangement is allocated to the separate units of accounting at the inception of the arrangement based on the relative selling price method using the hierarchy prescribed in ASC 605-25. In accordance with that hierarchy if vendor specific objective evidence (VSOE) of fair value or, third-party evidence (TPE) does not exist for the element, then the best estimated selling price (BESP) is used. Since the Company does not have VSOE or TPE, the Company uses BESP to allocate consideration for all units of accounting in our hosting arrangements. In determining the BESP, the Company considers multiple factors which include, but are not limited to the following: i) gross margin objectives and internal costs for services; ii) pricing practices and market conditions, iii) competitive landscape and iv) growth strategy. In the paragraphs below we explain the revenue recognition policy for each element. For the mobile solutions services the Company recognizes revenues from customers accessing our cloud-based application suite in two different service offerings, namely managed services and bundled services. For managed services, revenues are recognized for network administration services provided to end users on behalf of Mobile Network Operators (MNO) and virtual Mobile Network Operators (MVNO’s). Managed service revenues are recognized monthly based on an average number of end-users managed and calculated on a pre-determined service fee per user. For bundled services, the Company provides both network administration as well as mobile airtime management services. Revenues for bundled services are recognized monthly based on an average number of end-users managed and mobile air time, calculated based on a pre-determined service fee. Technical services that meet the criteria to be separated as a separate unit of accounting are recognized as the services are performed. Services that do not meet the criteria to be accounted for as a separate unit of accounting are deferred and recognized ratably over the estimated customer relationship. Our arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. For security solutions we recognize revenues primarily from SIM (Subscriber Identity Module) lookup services using the VALid-SSD platform. Security solutions revenue is recognized based on the number of SIM lookups performed and calculated based on a pre-determined service fee per lookup. Telecommunication revenues are recognized when delivery occurs based on a pre-determined rate and number of user minutes and calls that the Company has managed in a given month. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Revenue for professional and consulting services in connection with an implementation or implantation of a new customer that is deemed not to have stand-alone value is recognized over the estimated customer relationship commencing when the subscription service is made available to the customer. Revenue from other professional services that provide added value such as new features or enhancements to the platform that are deemed to have standalone value to the customer are recognized when the feature is activated. Cost of Service Cost of service includes origination, termination, network and billing charges from telecommunications operators, costs of telecommunications service providers, network costs, data center costs, facility cost of hosting network and equipment and cost in providing resale arrangements with long distance service providers, cost of leasing transmission facilities, international gateway switches for voice, data transmission services, and the Cost of professional services of staff directly related to the generation of revenues, consisting primarily of employee-related costs associated with these services, including share-based expenses and the cost of subcontractors. Cost of service excludes depreciation and amortization. Research and development expenditures are expensed in the period incurred, and these expenses are included within the operating expenses function Product Development. Costs incurred during the application development stage of internal-use software projects, such as those used in the Company’s operations, are capitalized in accordance with the accounting guidance for costs of computer software developed for internal use in ASC 350-40. There are three main stages of computer software development. These stages are defined as (1) the preliminary project stage, (2) the application development stage, and (3) the post-implementation / operation stage. Only costs included in the application development stage are eligible for capitalization. Capitalization of costs begins once management authorizes and commits funding and the preliminary project stage is completed. Capitalized costs are amortized on a straight-line basis. When assigning useful lives to internal-use software, the Company considers the effects of obsolescence, competition, technology, and other economic factors. Product Development costs for the period ended December 31, 2015 and 2014 were $ 4,543,492 7,228,663 4,142,089 4,674,199 ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The business operates as one single segment and discrete financial information is based on the whole, not segregated; and is used by the chief decision maker accordingly. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and customer deposits approximate their fair values based on their short-term nature. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. The Company’s conversion feature, a derivative instrument, is recognized in the balance sheet at its fair values with changes in fair market value reported in earnings. In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. The Company has three asset groups that are valued at fair value categorized within Level 3: Derivative liabilities (recurring measurement), goodwill and intangibles (non-recurring measurements) for the impairment test. Below are discussions of the main assumptions used for the recurring measurements. Number of Outstanding Warrants and/or Convertible Notes The number of outstanding warrants and/or convertible notes is adjusted every re-measurement date after deducting the exercise or conversion of any outstanding warrants convertible notes during the previous reporting period. Stock Price at Valuation Date The closing stock price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com. Exercise Price The exercise price is fixed and determined under the terms - of the financing facility it was issued. Remaining Term The remaining term is calculated by using the contractual expiration date of the 9 Expected Volatility Management estimates expected cumulative volatility giving consideration to the expected life of the note and calculated the annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility of the Company’s common stock (= annual volatility * square root (expected life)). Liquidity Event We estimate the expected liquidity event giving consideration to the expectation of sale of assets held for sale and the current substantial reorganization. Risk-Free Interest Rate Management estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the US Treasury Department with a term equal to the reported rate, or derived by using both spread in intermediate term and rates, up to the maturity date of the 8 Expected Dividend Yield Management estimates the expected dividend yield by giving consideration to the Company’s current dividend policies as well as those anticipated in the future considering the Company’s current plans and projections. Mandatory Conversion Condition The Monte Carlo model includes the likelihood of meeting the condition in which the company will be able to call such mandatory conversion of outstanding convertible notes. Mandatory Exercise Condition The Monte Carlo model includes the likelihood of being able to force a mandatory exercise of the warrants prior to the maturity of the warrant agreement. The Company follows the provisions of ASC 718, Compensation-Stock Compensation, (“ASC 718”). Under ASC 718, share-based awards are recorded at fair value as of the grant date and recognized as expense with an adjustment for forfeiture over the employee’s requisite service period (the vesting period, generally up to three years). The share-based compensation cost based on the grant date fair value is amortized over the period in which the related services are received. To determine the value of our stock options at grant date under our employee stock option plan, the Company uses the Black-Scholes option-pricing model. The use of this model requires the Company to make a number of subjective assumptions. The following addresses each of these assumptions and describes our methodology for determining each assumption: Expected Life The expected life represents the period that the stock option awards are expected to be outstanding. The Company uses the simplified method for estimating the expected life of the option, by taking the average between time to vesting and the contract life of the award. Expected Volatility The Company estimates expected cumulative volatility giving consideration to the expected life of the option of the respective award, and the calculated annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the grant-date (reference period). The annual volatility is used to determine the (cumulative) volatility of its Common Stock (= annual volatility x square root (expected life)). Forfeiture rate The Company is using the aggregate forfeiture rate. The aggregate forfeiture rate is the ratio of pre-vesting forfeitures over the awards granted (pre-vesting forfeitures/grants). The forfeiture discount (additional loss) is released into the profit and loss in the same period as the option vesting-date. The forfeiture rate is actualized every reporting period. Risk-Free Interest Rate The Company estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported rate, or derived by using both spread in intermediate term and rates, to the expected life of the award. Expected Dividend Yield The Company estimates the expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current plans and projections. The Company does not currently calculate a discount for any post-vesting restrictions to which our awards may be subject. Current tax is based on the income or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. Establishment of a valuation allowance is provided when it is more likely than not that deferred taxes will be realized. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and reimbursement arrangements among related entities, the process of identifying items of revenue and expenses that qualify for preferential tax treatment and segregation of foreign and domestic income and expense to avoid double taxation. The Company files federal income tax returns in the US, various US state jurisdictions and various foreign jurisdictions. The Company’s income tax returns are open to examination by federal, state and foreign tax authorities, generally for 3 years but can be extended to 6 years under certain circumstances. In other jurisdictions the period for examinations depend on local legislation. The Company’s policy is to record estimated interest and penalties on unrecognized tax benefits as part of its income tax provision. Comprehensive income/ (loss) include all changes in equity during a period from non-owner sources. For the years ended December 31, 2015 and 2014, the Company’s comprehensive loss consisted of its net loss and foreign currency translation adjustments. The acquisition method of accounting for business combinations as per ASC 805, Business Combinations (“ASC 805”), requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, the identifiable assets acquired, the liabilities assumed, and any non-controlling interests acquired in the acquisition are recognized as of the closing date for purposes of determining fair value. The Company measures goodwill as of the acquisition date as the excess of consideration transferred, over the net of the acquisition date fair value of the identifiable assets acquired and liabilities assumed. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and the Company charges them to general and administrative expense as they are incurred. During the measurement period, the Company adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Measurement period adjustments are reflected retrospectively in all periods being presented in the financial statements. The Company records goodwill when the fair value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities assumed. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but the Company tests them for impairment annually during its fourth fiscal quarter and whenever an event or change in circumstances indicates that the carrying value of the asset is impaired. The authoritative guidance for the goodwill impairment model includes a two-step process. First, it requires a comparison of the carrying value of the reporting unit to its fair value. If the fair value is determined to be less than the carrying value, a second step is performed. In the second step, the Company compares the implied fair value of goodwill to its carrying value in the reporting unit. The shortfall of the fair value below carrying value, if any, would represent the amount of goodwill impairment charge. We are using the criteria in ASU no. 2011-08 Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which permits the Company to make a qualitative assessment of whether it is more likely than not than not that a reporting unit’s fair value is less than the carrying amount before applying the two-step goodwill impairment test. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less that its carrying amount, it would not need to perform the two-step impairment test for that reporting unit. The Company tests goodwill for impairment in the fourth quarter of each fiscal year, or sooner should there be an indicator of impairment as per ASC 350, Intangibles Goodwill and Other. In accordance with ASC 350, Intangibles Goodwill and Other (“ASC |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable, Net, Current [Abstract] | |
Allowance for Credit Losses [Text Block] | Note 3. Allowance for Doubtful Accounts Accounts receivable are presented on the balance sheet net of estimated uncollectible amounts. The Company records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. The Company recorded an allowance for doubtful accounts of $ 269,608 0 Balance at the beginning of the Total Allowance for doubtful Additions- allowance for Balance at the end of the Allowance for doubtful accounts period A Currency revaluation B accounts A+B doubtful accounts Release for doubtful accounts period Year ended December 31, 2015 $ - $ - $ - $ 269,608 - $ 269,608 Year ended December 31, 2014 $ - $ - $ - $ - $ - $ - |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses And Other Current Assets Disclosure [Text Block] | Note 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were recorded at $ 2,016,236 2,478,681 621,286 742,782 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2015 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Assets Disclosure [Text Block] | Note 5. Other Assets For comparison reasons we reclassified debt issuance costs at December 31, 2014 from Other Assets to the current liabilities line item: 2014 10 Other assets at December 31, 2015 and December 31, 2014 are long-term in nature, and consist of long-term deposits, certain R&D credits, and loans to third parties amounting to 473,893 917,457 Long-term Deposit As of December 31, 2015, there was $ 285,404 653,002 40,238 179,182 60,000 Loans to Third Parties In 2013, the Company agreed to provide a loan to a third party at an interest rate of 5 269,266 264,454 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 6. Property and Equipment December 31, 2015 (assets held December 31, 2015 (excl. Assets December 31, 2014 (assets held December 31, 2014 (excl. Assets Average Estimated Useful Lives December 31, 2015 for sale) held for sale) December 31, 2014 for sale) held for sale) Furniture and fixtures 5 $ 283,387 $ 29,605 $ 253,782 $ 281,214 $ 32,831 $ 248,383 Computer, communication and network equipment 3 10 22,991,043 63,216 22,927,827 23,904,494 58,652 23,845,842 Software 5 5,906,917 2,255,695 3,651,222 4,556,364 1,724,243 2,832,121 Automobiles 5 37,428 - 37,428 80,860 - 80,860 Construction in progress for internal use software 1,299,993 395,585 904,408 4,044,932 646,869 3,398,063 Total property and equipment 30,518,768 2,744,101 27,774,667 32,867,864 2,462,595 30,405,269 Less: accumulated depreciation and amortization (15,496,091) (772,799) (14,723,292) (13,548,662) (495,019) (13,053,643) Total property and equipment $ 15,022,677 $ 1,971,302 $ 13,051,375 $ 19,319,202 $ 1,967,576 $ 17,351,626 Computers, communications and network equipment includes the capitalization of our systems engineering and software programming activities. Typically, these investments pertain to the Company’s: · Intelligent Network (IN) platform; · CRM provisioning Software; · Mediation, Rating & Pricing engine; · ValidSoft security software applications; · Operations and business support software; · Network management tools. Construction in progress (“CIP”) for internal use software consists of software projects in developments that have not been completed, and equipment acquired from third parties but not yet ready for service. The total amount of product development costs (internal use software costs) that are capitalized in Property & Equipment during the years ended December 31, 2015 and 2014 was $ 4,142,089 4,674,199 Upon completion of development, the assets are reclassified from CIP to the appropriate Property and Equipment category, at which point the assets begin to depreciate or amortize. During the year ended December 31, 2015, the Company transferred $ 5,697,792 3,893,226 1,804,566 158,089 656,643 72,262 4,239,491 773,871 3,465,620 138,869 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets Disclosure [Text Block] | Note 7. Intangible Assets Intangible assets include customer contracts, telecommunication licenses and integrated, multi-country, centrally managed switch-based interconnects as well as ValidSoft Intellectual Property, including but not limited to software source codes, applications, customer list & pipeline, registration & licenses, patents and trademark/brands. December 31, December 31, December 31, December 31, Useful December 31, 2015 2015 December 31, 2014 2014 Lives 2015 (assets held for sale) (excl. Assets held for sale) 2014 (assets held for sale) (excl. Assets held for sale) Customer Contracts, Licenses , Interconnect & Technology 5 - 10 $ 688,963 $ - $ 688,963 $ 1,870,523 $ - $ 1,870,523 ValidSoft IP & Technology 1 - 10 13,257,272 12,930,083 327,189 14,344,604 14,344,604 - Total intangible assets 13,946,235 12,930,083 1,016,152 16,215,127 14,344,604 1,870,523 Less: Accumulated Amortization (430,333) - (430,333) (1,165,856) - (1,165,856) Less: Accumulated Amortization ValidSoft IP & Technology (10,663,602) (10,336,413) (327,189) (9,973,063) (9,973,063) - Total intangible assets, Net $ 2,852,300 $ 2,593,670 $ 258,630 $ 5,076,208 $ 4,371,541 $ 704,667 During the year ended December 31, 2015, intangible assets and related accumulated amortization (excluding Assets held for sale) decreased by $ 446,037 130,502 2020 and 2016 2017 2018 2019 thereafter Interconnect licenses and contracts $ 158,037 $ 56,815 $ 43,778 $ 0 $ 0 |
Long Lived Assets held for Sale
Long Lived Assets held for Sale | 12 Months Ended |
Dec. 31, 2015 | |
Long Lived Assets held for Sale [Abstract] | |
Long Lived Assets Held-for-sale [Text Block] | Note 8. Long Lived Assets held for Sale In 2015, the Company investigated the strategic options for its subsidiaries, ValidSoft Ireland Ltd and ValidSoft UK Ltd.(jointly ‘ValidSoft’) and committed to a plan to sell the subsidiaries within a time period of less than 12 months as of balance sheet date. Combined with other criteria as described in ASC 360-10-45-9 and ASC 360-10-45-11 we determined the long lived assets related to ValidSoft should be classified as held for sale as of the fourth quarter of 2015. ValidSoft secures transactions using personal authentication and device assurance. It enables its customers to enhance their security while improving their user experience, utilizing ValidSoft’s multi-factor authentication platform, Voice Biometric engine and Device Trust technology, all of which may be used as ’stand-alone’ Average Estimated Useful December 31, December 31, Assets Held for Sale Lives 2015 2014 Property & Equipment Furniture and fixtures 5 $ 29,605 $ 32,831 Computer, communication and network equipment 3 10 63,216 58,652 Software 5 2,255,695 1,724,243 Automobiles 5 - - Construction in progress for internal use software 395,585 646,869 2,744,101 2,462,595 Less: accumulated depreciation (772,799) (495,019) Total property and equipment $ 1,971,302 $ 1,967,576 Intangible Assets IP and Technology 3 10 12,930,083 14,344,604 Less: accumulated amortization (10,336,413) (9,973,063) Total intangible Assets $ 2,593,670 $ 4,371,541 Total Assets Held for Sale Property & Equipment and Intangible Assets 15,674,184 16,807,199 Less: accumulated depreciation and amortization (11,109,212) (10,468,082) Total Assets Held for Sale $ 4,564,972 $ 6,339,117 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Abstract] | |
Goodwill Disclosure [Text Block] | Note 9. Goodwill December 31, December 31, Goodwill 2015 2014 Goodwill ValidSoft Ltd $ 2,659,866 $ 2,964,423 Goodwill Morodo Ltd. 177,155 197,440 Goodwill Telnicity 190,401 190,401 Total $ 3,027,422 $ 3,352,264 The decrease in the carrying value of goodwill related to ValidSoft and Morodo in 2015, compared to 2014, is because the goodwill is recorded in its functional currency which is the Euro, while our reporting currency is the US dollar. There has been a significant decline in the value of the Euro compared to the US dollar. The Company assesses goodwill for impairment during the fourth quarter of each year, or sooner should there be an indicator of impairment. The Company periodically analyzes whether any such indicators of impairment exists. Such indicators include a sustained, significant decline in the Company’s stock price and market capitalization, a decline in the Company’s expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, and/or slower growth rate, among others. After considering qualitative factors including the Company’s market capitalization and the Company’s previously announced outlook for 2015, it concluded that, for the fourth quarter of 2015, a goodwill impairment test was required. In performing the first step of the two-step goodwill impairment test, the Company determined that the fair value of the Company as a single reporting unit, measured by the Company’s market capitalization, exceeded the carrying value by a significant amount indicating no impairment was necessary. |
Accounts payable and Customer D
Accounts payable and Customer Deposits | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 10. Accounts payable and Customer Deposits December 31, December 31, 2015 2014 Accounts payable $ 2,574,425 $ 1,795,240 Customer deposits 65,438 60,774 Total Accounts payable and Customer Deposits $ 2,639,863 $ 1,856,014 The customer deposits relate to Dutch MVNOs, who must provide a deposit as a guarantee. The deposit is returnable upon termination of the relationship. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue Disclosure [Text Block] | Note 11. Deferred Revenue Because the Company recognizes revenue upon performance of services, deferred revenue represents amounts received from the customers for which either delivery has not occurred or against future sales of services. As of December 31, 2015, the balance of short term deferred revenue was $ 1,259,545 1,066,687 2,326,232 8,813,385 2,434,257 11,247,642 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities Current Disclosure [Text Block] | Note 12. Accrued Expenses December 31, December 31, 2015 2014 Accrued Selling, General & Administrative expenses $ 3,648,920 $ 1,863,020 Accrued cost of service 297,370 291,553 Accrued taxes (including VAT) 708,002 570,616 Accrued interest payable 199,104 1,184,418 Other accrued expenses 178,316 152,045 Total accrued expenses $ 5,031,712 $ 4,061,652 Accrued taxes include income taxes payable as of December 31, 2015 amounting to $ 6,290 Accrued Selling, General and Administrative expenses include social security premiums, personnel related costs such as payroll taxes, provision for holiday allowance, accruals for marketing & sales expenses, and office related expenses. |
9% Unsecured Subordinated Conve
9% Unsecured Subordinated Convertible Promissory Note | 12 Months Ended |
Dec. 31, 2015 | |
9% Unsecured Subordinated Convertible Promissory Note [Member] | |
Debt Disclosure [Text Block] | Note 13. 9% Unsecured Subordinated Convertible Promissory Note On December 18, 2015, Elephant Talk Communications Corp. consummated a closing (“Initial Closing”) and on December 31, 2015 the Company consummated a second closing of its private placement offering (the “Offering”) of Units (as defined below) to “accredited investors” (as defined in Rule 501(a) of the Securities Act of 1933, as amended, the “Securities Act”) (“Investors”). The Initial Closing is part of a “best efforts” private placement offering of up to $ 4,200,000 140 9 30,000 .30 (100,000) .45 The Units were offered and sold pursuant to an exemption from registration under Section 4(2) and Regulation D of the Securities Act. During 2015, the Company sold an aggregate of $ 1,275,000 4,250,000 The Warrants entitle the holders to purchase shares of Common Stock reserved for issuance thereunder for a period of five years from the date of issuance and contain certain anti-dilution rights on terms specified in the Warrants. The Note Shares and Warrant Shares will be subject to full ratchet anti-dilution protection for the first 24 months following the issuance date and weighted average anti-dilution protection for the 12 months period after the first 24 months following the issuance date. The Company is obligated to file a registration statement registering the Note Shares and Warrant Shares within 45 days of the final closing of the Offering. In connection with the Private Placement Offering, the Company retained a registered FINRA broker dealer (the “Placement Agent”) to act as the placement agent. For acting as the placement agent, we agreed to pay the Placement Agent, subject to certain exceptions: (i) a cash fee equal to seven percent ( 7 1 7 .30 7 .45 At the Initial Closing, the Company received net proceeds of $ 768,700 73,600 77,700 The value of the warrants and the conversion feature to the investors and the Placement Agent cash fees and warrants have been capitalized and off set against the liability for the Notes. By doing this the Company followed the new ASU 2015-03 guidelines to also offset the debt issuance costs against the liability of the convertible notes. This resulted in a total debt discount of $ 849,660 193,375 Breakdown of the 9% Unsecured Subordinated Convertible Promissory Note Total Net 1st Closing 2nd Closing Total Amortizations Liability Convertible Note Principal Amount $ (920,000) $ (355,000) $ (1,275,000) $ - $ (1,275,000) Debt Discounts & Financing Costs Investor Warrants $ 382,260 $ 164,685 $ 546,945 $ (3,396) $ 543,549 Conversion Feature value 143,091 72,503 215,594 (1,435) 214,159 7% Agent Warrants( $0.30) 34,262 14,574 48,836 (374) 48,462 7% Agent Warrants( $0.45) 26,758 11,528 38,286 (157) 38,129 Financing Costs 151,300 42,075 193,375 (1,503) 191,872 $ (182,329) $ (49,635) $ (231,964) $ (6,865) $ (238,829) |
Warrant and Conversion Feature
Warrant and Conversion Feature Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Warrant And Conversion Feature Liabilities [Abstract] | |
Warrant And Conversion Feature Liabilities [Text Block] | Note 14. Warrant and Conversion Feature Liabilities The Units (one unit = $ 30,000 100,000 0.45 1st Closing 2nd Closing Total Warrants & Conversion Feature Convertible Note 3,066,667 1,183,333 4,250,000 Investor Warrants 3,066,667 1,183,333 4,250,000 7% Agent Warrants( $0.30) 214,667 82,833 297,500 7% Agent Warrants( $0.45) 214,667 82,833 297,500 Total Underlying share commitment 6,562,668 2,532,332 9,095,000 Fair Market Value Warrants & Conversion Feature Initial FMV at closing(s) Value as of FMV Conversion Feature $ 215,594 $ 260,398 Investor Warrants 546,945 591,473 7% Agent Warrants( $0.30) 48,836 52,344 7% Agent Warrants( $0.45) 38,286 41,403 FMV Warrant Liabilities $ 634,067 $ 685,220 |
The 2014 10% Term Loan Agreemen
The 2014 10% Term Loan Agreement | 12 Months Ended |
Dec. 31, 2015 | |
Term Loan 2014 [Member] | |
Debt Disclosure [Text Block] | Note 15. The 2014 10% Term Loan Agreement rd December 31, December 31, 2014 Libor +11% +10% 3rd Party Loan (principal amount) $ 6,500,000 $ 12,000,000 Less: Deferred Financing Costs (343,130) (682,878) Debt Discount - Original Issue Discount (132,567) (365,231) Debt Discount - Warrants (501,202) (433,663) Deferred Exit Fee 57,176 - $ 5,580,277 $ 10,518,228 On November 17, 2014, the Company and certain of its subsidiaries entered into a term loan credit agreement with Atalaya Administrative LLC, as the administrative agent and collateral agent, and the lenders party thereto (the “2014 10% Term Loan Agreement”). The 2014 10% Term Loan Agreement provides for a twelve million dollar term loan facility, with advances to be made on the Closing Date. Borrowings under the Term Loan Facility shall bear interest at the LIBOR 10.00 2 12 December 31, 2017 On July 9, 2015 the Company entered into a First Amendment to the Credit Agreement dated November 17, 2014 with Corbin Mezzanine Fund I, L.P. (‘Lender’) and Atalaya Administrative LLC as administrative agent and collateral agent for Corbin Mezzanine Fund I. In this amendment, Lender and Atalaya agreed to waive the existing default as defined in the November 17, 2014 credit agreement subject to certain terms and conditions in the Amendment. Upon repayment of approximately $ 5.7 6.5 6.5 11.00 0.5 December 31, 2017 30 0.38 0.02 0.36 18 0.38 0.02 0.36 Leading up to the amendment of the credit agreement the Company paid $ 10,100,000 5,500,000 4,427,333 9,927,333 12,000,000 2,072,667 10,100,000 4.5 6,500,000 In line with the recording of the $ 5,500,000 Upon closing of the amendment, the Company performed an analysis to determine if this amendment to the Credit Agreement of November 17, 2014 constituted a substantial modification to the original credit agreement and concluded that such was not the case. The Original Issue Discount (‘OID”) in the contract amounted to $ 380,000 132,567 365,231 The initial 1,157,895 451,146 452,629 501,202 433,663 452,629 A portion of the proceeds of the Credit Agreement has been used to repay 50 rd 3,114,066 2,498,849 50 2,817,993 2,499,951 2,000,000 three 1,000,000 0.93 The securities underlying the Corbin Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were offered and sold to an “accredited investor” (as defined in Rule 501(a) of the Securities Act) pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated pursuant thereto. As of the third quarter of 2015 the Company is in breach of certain covenants under the amended credit agreement and is therefore in default of the credit agreement. The Company has been in discussions with Atalaya/Corbin Capital since the fourth quarter of 2015 to try and find a resolution. See Note 2 Financial Condition. |
Registered Direct Offering and
Registered Direct Offering and Warrant Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Registered Direct Offering And Warrant Liabilities [Abstract] | |
Registered Direct Offering Disclosure [Text Block] | Note 16. Registered Direct Offering and Warrant Liabilities In June 11, 2013, the “Company” entered into an Amendment No. 1 (the “Amendment to SPA”) to certain Securities Purchase Agreement (the “SPA”) dated June 3, 2013 with certain institutional and other investors (“DJ Investors”) placed by Dawson James Securities Inc. (the “Placement Agent”) and Mr. Steven van der Velden, the Chief Executive Officer and Chairman of the Board (“Affiliated Investors”), relating to a registered direct public offering by the Company (the “Offering”). The gross proceeds of this SPA were $ 12,000,000 11,292,500 707,500 The number of shares issued relating to this SPA amounted to 17,425,621 7,841,537 75,000,000 2,892,857 2,087,992 The SPA included the issuance of 7,841,537 183,284 five 0.887 0.853 In the event that among other things, the registration statement relating to the shares of Common Stock is not effective, a holder of RD Warrants will also have the right, in its sole discretion, to exercise its RD Warrants for a net number of RD Warrant Shares pursuant to the cashless exercise procedures specified in the RD Warrants. The RD Warrants may be exercised in whole or in part, and any portion of a RD Warrant not exercised prior to the termination date shall be and become void and of no value. The absence of an effective registration statement or applicable exemption from registration does not alleviate the Company’s obligation to deliver Common Stock issuable upon exercise of a RD Warrant. Each RD Warrant also allows the holder the ability, at any time after 90 days from the issuance of the RD Warrant through its expiration, to exchange the RD Warrant with the Company for shares of Common Stock equal to the value of the RD Warrant at the time of the exchange based on a negotiated Black-Scholes formula. Under certain circumstances, the holder may receive cash in lieu of such shares of Common Stock. Under certain circumstances after 90 20 350,000 5,131,965 4,102,792 If, at any time a RD Warrant is outstanding, the Company consummates any fundamental transaction, as described in the RD Warrants and generally including any consolidation or merger into another corporation, or the sale of all or substantially all of our assets, or other transaction in which the Common Stock is converted into or exchanged for other securities or other consideration, the holder of any RD Warrants will thereafter receive the securities or other consideration to which a holder of the number of shares of Common Stock then deliverable upon the exercise or exchange of such RD Warrants would have been entitled upon such consolidation or merger or other transaction. The exercisability or exchangeability of the RD Warrants may be limited in certain circumstances if, after giving effect to such exercise or exchange, the holder or any of its affiliates would beneficially own (as determined pursuant to Section 13(d) of the Securities Act, as amended, and the rules and regulations promulgated thereunder) more than 9.9% of the Common Stock issued and outstanding. According to ASC 480-10 Distinguishing Liabilities from Equity, the accounting for an equity instrument with detachable warrants classified as a liability reflects the notion that the consideration received upon issuance must be allocated between the instruments issued. Proceeds from the issuance of an equity instrument with stock purchase warrants are allocated to the two elements based on the following: (i) the liability element has initially been recorded at fair market value; and (ii) the remaining portion of the consideration has been allocated to the equity element. The liability instrument will be re-evaluated at each reporting period with changes in the fair value recognized through the applicable period Consolidated Statement of Comprehensive Loss. |
Obligations under Capital Lease
Obligations under Capital Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases, Capital [Abstract] | |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | Note 17. Obligations under Capital Leases The Company has a number of financing arrangements with its vendors to acquire equipment and licenses. These trade arrangements contain maturity periods ranging from two to three years, and interest rates between 8.65 1.5 The current portion of the Capital Leases of $ 310,403 5,621 December 31, December 31, 2015 2014 Network equipment $ - $ 1,449,343 Software licenses 867,663 1,611,507 Other 191,159 134,326 Total 1,058,822 3,195,176 Less: accumulated depreciation and amortization (495,888) (527,841) Total $ 562,934 $ 2,667,335 |
Other long term payable
Other long term payable | 12 Months Ended |
Dec. 31, 2015 | |
Other Long-term Debt [Abstract] | |
Other Longterm Debt Current And Noncurrent Disclosure [Text Block] | Note 18. Other long term payable December 31, 2015 Arrangement with creditor $ 317,222 Less: Short-term portion (recorded in Accrued Expenses and Other Payables) (56,932) Total $ 260,290 During the fourth quarter of 2014, the Company reached an agreement with regulatory authorities regarding a debt for telecom license fees from 2013. A total amount of $ 445,257 72 260,290 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 19. Fair Value Measurements December 31, 2015 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 260,398 $ 260,398 Warrant Liabilities - - 685,220 685,220 Total Derivatives Liabilities $ - $ - $ 945,618 $ 945,618 The Company uses the Monte Carlo valuation model to determine the value of the outstanding warrants and conversion feature from the “Offering” with its initial closing at December 18, 2015 and second closing at December 31, 2015 also discussed in Note 13 under the title “9% Unsecured Subordinated Convertible Promissory Note”. Since the Monte Carlo valuation model requires special software and expertise to model the assumptions to be used, the Company hired a third party valuation expert. December 31, 2014 Level 1 Level 2 Level 3 Total Derivative Liabilities Warrant Liabilities $ - $ - $ 2,087,992 $ 2,087,992 Total Derivatives Liabilities $ - $ - $ 2,087,992 $ 2,087,992 The Company has classified the outstanding warrants into level 3 due to the fact that some inputs are not published and not easily comparable to industry peers. The Company determines the “Fair Market Value” using a Monte Carlo model by using the following assumptions: Number of outstanding warrants The number of outstanding exercise rights is adjusted every re-measurement date after deducting the number of exercised rights during the previous reporting period. Stock price at valuation date The closing stock price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com. Exercise Price The exercise price is fixed and determined in the warrant agreement. Remaining Term The remaining term is calculated by using the contractual expiration date of the warrant agreement at the moment of re-measurement. The remaining term for a warrant exercise using the exchange condition is fixed in the warrant agreement at five years. Expected Volatility We estimate expected cumulative volatility giving consideration to the expected life of the note and calculated the annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility of our common stock (= annual volatility x SQRT (expected life)). The volatility for a warrant exercise using the exchange condition is fixed at 135 Liquidity Event We estimate the expected liquidity event giving consideration to the expectation of sale of assets held for sale and the current substantial reorganization. Risk-Free Interest Rate We estimate the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported rate, or derived by using both spread in intermediate term and rates, up to the maturity date of the note. Expected Dividend Yield We estimate the expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current plans and projections. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 20. Stockholders’ Equity (A) Common Stock The Company is presently authorized to issue 250,000,000 161,376,387 6,705,129 4,029,738 8,668 2,666,723 Reconciliation with Stock Transfer Agent Records: The shares issued and outstanding as of December 31, 2015 according to the stock transfer agent’s records are 161,622,287 161,376,387 245,900 233,900 12,000 (B) Preferred Stock The Company’s Certificate of Incorporation (“Articles”) authorizes the issuance of 50,000,000 0.00001 During 2015 and 20134, the Company did not issue any shares of Preferred Stock, and 0 (C) Warrants Throughout the years, the Company has issued warrants with varying terms and conditions related to multiple funding rounds, acquisitions and other transactions. The warrants outstanding at December 31, 2015 have been recorded and classified as equity, except for 4,250,000 685,220 0.6235 On November 17, 2014, pursuant to the terms of the Credit Agreement, the Company issued a warrant to Corbin Mezzanine Fund I, L.P., a Lender (the “Corbin Warrant”), to purchase 1,157,895 0.00001 0.95 November 17, 2016 On July 9, 2015, pursuant to the terms of the Amendment, the Company issued two warrants to the Lender (the “Corbin Warrants”), one warrant to purchase two million shares of the Company’s common stock, par value $ 0.00001 30 0.02 18 0.02 Exercise/ Conversion price(s) Outstanding Warrants (range) Expiring 2015 2014 Warrants - Fundraising $0.380 - $0.95 2015 - 2019 12,907,895 29,610,206 Warrants - Other $2.21 2016 18,659 18,659 12,926,554 29,628,865 |
Non-controlling Interest
Non-controlling Interest | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | Note 21. Non-controlling Interest Non-controlling interest Balance at Subsidiary Non-controlling December 31, December 31, ETC PRS UK 49 % $ 8,882 $ 9,321 Total $ 8,882 $ 9,321 Net losses attributable to non-controlling interests were insignificant for all the years presented. |
Basic and diluted net loss per
Basic and diluted net loss per share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 22. Basic and diluted net loss per share Net loss per share is calculated in accordance with ASC 260, Earnings per Share (“ASC 260”). Basic net loss per share is based upon the weighted average number of common shares outstanding. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase Common Stock at the average market price during the period. The Company uses the ‘if converted’ method for its senior secured convertible notes. Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive. Dilutive Securities 2015 2014 Convertible Notes 4,250,000 - Warrants 12,926,554 29,628,865 Employee Stock Options 35,864,077 40,056,080 53,040,631 69,684,945 These shares were excluded due to their anti-dilutive effect on the loss per share recorded in each of the years presented. Except for shares pending to be issued due to compensation in lieu of cash and a certain warrant exercise, no additional securities were outstanding that could potentially dilute basic earnings per share. |
Option Compensation Plan and 20
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Note 23. Option Compensation Plan and 2008 Long Term Incentive Compensation Plan 2008 Long-Term Incentive Compensation Plan In 2008, the Company adopted the 2008 Plan. The 2008 Plan initially authorized total awards of up to 5,000,000 In 2011, the stockholders approved an increase in the shares available under the 2008 Plan from 5,000,000 23,000,000 In 2013, the Company’s stockholders approved the amendment and restatement of the 2008 Plan, which increased the number of authorized shares by 23,000,000 In 2014, the Company’s stockholders approved another amendment and restatement of the 2008 Plan, which increased the number of authorized shares by 10,000,000 During 2015, 2,675,391 2,666,723 8,668 Full Year 2015 Total Registered 2008 - 5,000,000 Registered 2011 - 18,000,000 Approved increase 2013 - 23,000,000 Approved increase 2014 - 10,000,000 Total Registered under this plan 56,000,000 Shares (issued to): Consultants - 325,000 Directors and Officers 2,666,723 4,292,754 Options exercised 8,668 2,382,110 Options (movements): Issued and Outstanding 35,864,077 Available for grant at December 31, 2015: 13,136,059 Weighted Initial Fair Average Market Value Number of Exercise (Outstanding Options: Options Price Options) Outstanding as of December 31, 2013 34,479,773 $ 1.47 $ 27,784,973 Granted in 2014 8,251,685 $ 1.21 $ 5,187,826 Exercised (with delivery of shares) (621,638) $ 0.75 $ (195,803) Forfeitures (Pre-vesting) (975,649) $ 1.54 $ (872,761) Expirations (Post-vesting) (1,078,091) $ 1.94 $ (1,166,981) Exchanged for Cashless exercise - $ - $ - Outstanding as of December 31, 2014 40,056,080 $ 1.32 $ 30,737,254 Granted in 2015 15,329,642 $ 0.57 $ 4,635,518 Exercised (with delivery of shares) (8,668) $ 0.68 $ (2,451) Forfeitures (Pre-vesting) (13,195,616) $ 1.05 $ (9,425,694) Expirations (Post-vesting) (6,317,361) $ 1.74 $ (4,730,900) Exchanged for Cashless exercise - $ - $ - Outstanding as of December 31, 2015 35,864,077 $ 1.15 $ 21,213,727 In 2015, options awarded had a weighted average exercise price of $ 0.57 4,635,518 The weighted average assumptions used for the options granted in 2015 using the Black-Scholes options model are: expected cumulative volatility of 160 81 4.4 4.0 1.35 Twelve months period ending December 2015 December 2014 Grants During the year 15,329,642 8,251,685 Weighted Average Annual Volatility 81 % 86 % Weighted Average Cumulative Volatility 160 % 150 % Weighted Average Contractual Life of grants (Years) 4.42 4.33 Weighted Average Expected Life of grants (Years) 3.97 3.28 Weighted Average Risk Free Interest Rate 1.3513 % 0.9332 % Dividend yield 0.0000 % 0.0000 % Weighted Average Fair Value at Grant-date $ 0.302 $ 0.656 Options Outstanding Total Options Outstanding 35,864,077 40,056,080 Weighted Average Remaining Contractual Life (Years) 2.83 3.71 Weighted Average Remaining Expected Life (Years) 2.31 3.01 Weighted Average Exercise Price $ 1.15 $ 1.39 Aggregate Intrinsic Value (all options) $ (31,501,167) $ (23,046,653) Aggregate Intrinsic Value (only in-the-money options) $ 52,500 $ 1,342,659 Options Exercisable Total Options Exercisable 21,661,426 22,856,509 Weighted Average Exercise Price $ 1.47 $ 1.58 Weighted Average Remaining Contractual Life (Years) 1.93 2.74 Aggregate Intrinsic Value (all options) $ (25,956,834) $ (17,120,707) Aggregate Intrinsic Value (only in-the-money options) $ - $ 581,485 Unvested Options Total Unvested Options 14,202,651 17,199,571 Weighted Average Exercise Price $ 0.66 $ 1.18 Forfeiture rate used for this period ending (staff only) 16.260 % 11.764 % Options expected to vest Number of options expected to vest corrected by forfeiture 12,451,193 16,446,707 Unrecognized stock-based compensation expense $ 3,636,518 $ 9,655,125 Weighting Average remaining contract life (Years) 4.26 5.12 Exercises Total shares delivered/issued 8,668 621,638 Weighted Average Exercise Price $ 0.68 $ 0.75 Intrinsic Value of Options Exercised $ 1,052 $ 288,144 At December 31, 2015 the unrecognized expense portion of share-based awards granted to employees under the 2008 Plan was approximately $ 3,636,515 11.8 Share-Based Compensation Expense The Company recorded for the year ended December 31, 2015, $ 3,481,907 3,368,782 113,125 3,888,275 3,744,437 143,838 300,000 271,350 113,125 Twelve Twelve months ended months ended Stock-Based Compensation Expense December 31, December 31, Consultancy services $ 113,125 $ 143,838 Directors and Officers (shares and options) 2,266,704 315,830 Employees (shares and options) 1,102,079 3,428,607 Total $ 3,481,908 $ 3,888,275 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 24. Income taxes 2015 2014 Domestic $ (6,939,848) $ (9,725,694) Foreign 1,916,388 (11,919,292) Total loss before income tax provision $ (5,023,460) $ (21,644,986) The Company files income tax returns in the US federal jurisdiction and various state and foreign jurisdictions. The applicable statutory tax rates vary between none (zero) and 34%. However, because the Company and its subsidiaries have incurred annual corporate income tax losses since their inception, management has determined that it is more likely than not that the Company will not realize the benefits of its US and foreign net deferred tax assets. Therefore, the Company has recorded a full valuation allowance to reduce the net carrying amount of the deferred taxes to zero. The Company’s 2015 benefit for income taxes of $ 17,225 In the ordinary course of business the Company is subject to tax examinations in the jurisdictions in which it files tax returns. The Company’s statute of limitations for tax examinations is four years for federal and state purposes and four to six years in the major foreign jurisdictions in which the company files. December 31, December 31, 2015 2014 Current: Federal $ - $ - State - - Foreign (17,225) 216,931 (17,225) 216,931 Deferred: Federal - - State - - Foreign - - Income tax (benefit)/ expense $ (17,225) $ 216,931 December 31, December 31, 2015 2014 Tax expense (credit) at statutory rate federal 34 % 34 % State tax expense net of federal tax - - Foreign income tax rate difference (7) % (7) % Change in valuation allowance (29,8) % (25.5) % Other 0 % 0 % Income tax (benefit)/ expense $ (2.8) % (1.5) % 2015 2014 Deferred tax assets: Net Operating Losses $ 41,191,934 $ 39,804,723 Total gross deferred tax assets 41,191,934 39,804,723 Less: valuation allowance (41,191,934) (39,804,723) Net deferred tax assets $ - $ - As of December 31, 2015 and 2014, the Company had significant net operating losses carryforwards of approximately $ 157 155 As of December 31, 2015 and 2014, the Company’s US based subsidiaries had net federal and state operating loss carryforwards of approximately $ 45 42 expire in 2018 112 expire in 2015 Section 382 of the Internal Revenue Code limits the use of net operating loss and tax credit carry forwards in certain situations where changes occur in the stock ownership of a company. In the event the Company has a change in ownership, utilization of the carry forward could be restricted. The Company files income tax returns in the US federal jurisdiction and various state and foreign jurisdictions. Due to the net operating loss, all the tax years are open for tax examination. As of December 31, 2015 and 2014, the Company accrued an ASC 740-10 tax reserve of $ 0 0 The Company does not currently anticipate recording any amount for unrecognized tax benefits within the next 12 months. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Legal Matters and Contingencies [Text Block] | Note 25. Contingencies Rescission of the Purchase Agreement of March 31, 2004 of New Times Navigation Limited. As previously described in the Company’s 5,100,000 683,400 Company’s 90,100 204,000 37 3,600,000 Company’s 21 2,040,000 113,900 381,565 18 1,740,000 Telnicity litigation. On January 8, 2013, Elephant Talk North America Corp. and Elephant Talk Communications Corp. entered into an Asset Purchase Agreement (“APA”) with Telnicity LLC and its members, which was amended on March 18, 2013. The consideration for the assets is one million shares of the Company’s common stock (the “Shares”). As of December 31, 2015, it is the Company’s position that the condition to release the shares from escrow to the sellers of Telnicity has not been satisfied because Telnicity did not deliver all the required closing documents/assets as it was required to do under the APA. It is also the Company’s position that some of the Principals of Telnicity are in breach of certain representations and warranties given in the APA. On September 3, 2014 the Company informed Telnicity and its members/principals, by registered letter, of its position that due to the breaches of the APA by Telnicity and its members/principals, the Company is no longer bound to deliver the Shares to the sellers. The certificate for the Shares was issued in 2013 in the name of Telnicity and is included in the number of outstanding shares as of the date hereof. The certificate is held in escrow with Ellenoff Grossman and Schole LLP (“EG&S”), our securities lawyers and US Counsel. An action Telnicity LLC v. Elephant Talk North America Corp., and Elephant Talk Communications Corp., No. CV-2015-989 (the “OK Action”), was filed on June 5, 2015 in the state courts of Oklahoma. The Company has filed an action in the New York State Supreme Court, New York County, captioned Elephant Talk Communications Co. and Elephant Talk North America v. Telnicity LLC, Index No. 651601/2015 (the “NY Action). The original petition filed in Oklahoma was dismissed based upon a forum clause requiring litigation in New York. On October 26, 2015, Telnicity filed an amended petition in Oklahoma seeking money damages in the amount of ten million dollars for breach of contract and fraud, plus interest, costs and attorney’s fees. The Company has moved to dismiss the OK Action in favor of the NY Action on jurisdictional grounds. That motion to dismiss the amended petition is currently pending before the OK court. The Company believes that the OK Action is without merit and intends to vigorously defend against it. The NY Action alleges breach of contract against Telnicity LLC and seeks money damages in the amount of two million dollars, plus interest, costs, and attorneys’ fees. Telnicity’s counsel in the NY Action moved to dismiss the NY Action, which the Company opposed. On December 10, 2015, the NY Court denied the motion to dismiss and stayed further proceedings pending the decision of the OK court regarding dismissal of the OK Action. A status conference in the NY Action has been set for April 5, 2016. Once the jurisdictional litigation is resolved, the substantive dispute will be litigated. Other. The Company is involved in various claims and lawsuits incidental to our business. In the opinion of management, the ultimate resolution of such claims and lawsuits will not have a material effect on our financial position, liquidity, or results of operations. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 26. Geographic Information Other foreign Europe countries Total Revenues from unaffiliated customers $ 13,034,020 $ 17,981,433 $ 31,015,453 Identifiable assets $ 22,269,243 $ 3,123,143 $ 25,392,386 Twelve months ended December 31, 2014 Other foreign Europe countries Total Revenues from unaffiliated customers (restated) $ 13,490,366 $ 6,866,081 $ 20,356,447 Identifiable assets $ 36,867,194 $ 7,370,926 $ 44,238,120 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 25. Concentrations Financial instruments that potentially subject us to concentrations of credit risk consist of accounts receivable and unbilled receivables. Those customers that comprised 10% or more of our revenue, accounts receivable and unbilled receivables are summarized as follows: For the year ended December 31, 2015, the Company had two customers that accounted for 50 33 50 25 The Company had two customer that accounted for 60 25 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 27. Related Party Transactions There were no related party transactions in 2015. On March 17, 2014, a warrant holder affiliated with the Company exercised certain of its warrants to purchase an aggregate of 5,332,383 0.70 3.7 1.00 On May 29, 2014, the Board appointed Yves van Sante to fill the vacancy created by the resignation of Mr. Dejager, effective as of June 1, 2014. Mr. van Sante is expected to stand for election with the other directors at the Company’s 2015 annual meeting. Mr. van Sante previously served as a director of the Company from October 2006 to July 2011. From July 2011 to May 2014, Mr. van Sante served as a Board observer of the Company. In 2013, Mr. van Sante was entitled to receive $ 80,000 On July 15, 2014, the Company entered into a Note Conversion Letter Agreement (the “Conversion Agreement”) and a Warrant Amendment Letter Agreement (the “Warrant Amendment”) with Moncarey to, among other things, · immediately convert the Convertible Note into a number of shares of Common Stock equal to the quotient of the Outstanding Balance by a reduced Conversion Price of $ 0.70 4,238,501 · amend the Moncarey Warrant to reduce the Exercise Price to $ 0.70 · issue a warrant to Moncarey to purchase 500,000 The July Warrant is exercisable any time after January 15, 2015 at an exercise price of $ 0.9228 July 15, 2019 The Audit and Finance Committee of the Company’s Board of Directors authorized the Transaction in order to immediately satisfy the Company’s obligations under the Convertible Note. The Transaction was subsequently ratified by the Company’s Board of Directors. The securities underlying the Warrant Amendment, July Warrant and the shares of Common Stock issuable upon conversion of the Convertible Note pursuant to the Conversion Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were offered and sold only in Europe to an “accredited investor” (as defined in Rule 501(a) of the Securities Act) pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated pursuant thereto. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 28. Subsequent Events Status of the potential sale of ValidSoft On February 18, 2016, the Company the Company’ 12.5 8 the Company 4 500,000 1.5 6 stipulated that would be converted 9 the Company’s The $1.5 Million Advance was not paid by CRI In addition, CRI agreed to assume all actual working capital and general business expenses of ValidSoft in an agreed upon weekly amount of $ 67,750 would also be converted unsecured convertible promissory note. As part of the Working Capital Payments Device Trust User Authentication On March 22, 2016, the Company issued a notice of default to CRI with respect to the Agreement, because CRI had failed to pay all of the required Working Capital Payments and because CRI was not able to pay the Cash Consideration. While the Company will not totally foreclose consummating the ValidSoft sale with CRI as originally contemplated, the Company will no longer give preference or exclusivity to CRI. Accordingly, CRI is in default under the Agreement for failing to close the Transaction by March 21, 2016 and failing to meet the on-going payment of ValidSoft’s working capital expenditures as required by the Agreement. As of March 21, 2016, the Buyer was obligated to pay to the Company working capital payments totaling 481,250 the terms of the Agreement. However, CRI has, to date, only paid $ 200,000 281,250 The Company can give no assurances that it will consummate the proposed ValidSoft sale with CRI or any other ValidSoft sale transaction with any other potential acquirer in the future. The Company is evaluating its strategic options regarding ValidSoft, including but not limited to engaging an investment bank. 9% Convertible Note Offering 2015 (closings December 31, 2015 February 19, 2016) From December 31, 2015 through February 19, 2016, Elephant Talk Communications Corp. (the “Company”) consummated a series of closings (the “Closings”) of its private placement offering (the “Offering”) of Units (as defined below) to “accredited investors” (“Investors”) for aggregate gross proceeds of $ 1,367,000 4,200,000 30,000 30,000 (100,000) The Warrants entitle the holders to purchase shares of Common Stock reserved for issuance thereunder for a period of five years from the date of issuance and contain certain anti-dilution rights on terms specified in the Warrants. The Note Shares and Warrant Shares will be subject to full ratchet anti-dilution protection for the first 24 months following the issuance date and weighted average anti-dilution protection for the 12 months period after the first 24 months following the issuance date. The Company is also obligated to file a registration statement registering the Note Shares and Warrant Shares within 45 days of the final closing of the Offering. In connection with the Offering, the Company retained a registered FINRA broker dealer (the “Placement Agent”) to act as the placement agent. For acting as the placement agent, the Company agreed to pay the Placement Agent, subject to certain exceptions: (i) a cash fee equal to seven percent ( 7 1 7 140,921 The Units were offered and sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933, as amended. 9% Convertible Note Offering 2015 (closings February 22, 2016 March 21, 2016) From February 22, 2016 through March 21, 2016, Elephant Talk Communications Corp. (the “Company”) consummated a series of closings (the “Closings”) of its private placement offering (the “Offering”) of Units (as defined below) to “accredited investors” for aggregate gross proceeds of $ 1,231,000 4,200,000 30,000 30,000 (100,000) The Company and the Placement Agent (as defined below) agreed to reduce the exercise price of all of the Warrants issued in the Offering from $.45 per share to $.30 per share. Additionally, the Company will pay to each investor that participated in the Offering an amount equal to ten percent ( 10 The Warrants entitle the holders to purchase shares of Common Stock reserved for issuance thereunder for a period of five years from the date of issuance and contain certain anti-dilution rights on terms specified in the Warrants. The Note Shares and Warrant Shares will be subject to full ratchet anti-dilution protection for the first 24 months following the issuance date and weighted average anti-dilution protection for the 12 months period after the first 24 months following the issuance date. The Company is also obligated to file a registration statement registering the Note Shares and Warrant Shares within 45 days of the final closing of the Offering. In connection with the Offering, the Company retained a registered FINRA broker dealer (the “Placement Agent”) to act as the placement agent. For acting as the placement agent, the Company agreed to pay the Placement Agent, subject to certain exceptions: (i) a cash fee equal to seven percent ( 7 1 7 63,229 The Units were offered and sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933, as amended. ValidSoft officer On January 26, 2016, the Company placed Paul Burmester, as CEO of ValidSoft, on administrative leave pursuant to ValidSoft’s HR procedure. Mr. Burmester indicated that he would appeal the findings and outcome of said HR procedure and submitted his appeal on February 29, 2016. The appeal is due to be heard by the Company on Friday 1, April 2016, after which a final decision about the future of Mr. Burmester’s position in ValidSoft will be made. |
Business and Summary of Signi37
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Policy [Policy Text Block] | Description of Business Elephant Talk provides a fully managed ’single sign on and application access’ Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) application designed for communications services providers (CSP) end-users, delivered over the web. SaaS are applications designed for end-users, delivered over the web. PaaS is a set of tools and services designed to make coding and deploying those applications quickly and efficiently. IaaS is the hardware and software that powers it all including servers, storage, networks and operating systems. The Company is comprised of an experienced sales team, architects, software developers, implementation specialists and an operations team who bring turnkey mobile solutions to the retail telecommunications industry. |
Financial Condition Policy [Policy Text Block] | Financial Condition As reflected in the accompanying consolidated financial statements, the Company reported net (loss) of $ (5,006,235) (21,861,917) (255,635,531) The Company’s financial statements through December 31, 2015 were materially impacted by a number of events: ⋅ the June 12, 2015 settlement and termination agreement with our customer Grupo Iusacell S.A., ⋅ the modification of the November 17, 2014 Atalaya/Corbin Capital credit agreement following the default position of the Company ⋅ restructuring of the Company as of the fourth quarter 2015 The termination of the relationship with Iusacell resulted in a settlement agreement on June 12, 2015, which provided the Company with net proceeds of $ 12.6 3.9 As required, on June, 22, 2015, the Company repaid Atalaya/Corbin $ 10.1 12.6 4.2 6.5 In response to the Iusacell termination, the Company commenced an expense reduction plan, amended the Atalaya/Corbin credit agreement as mentioned above and started to review strategic alternatives for its’ security solutions unit ValidSoft. The expense reduction plan was turned into a substantial restructuring plan in the fourth quarter of 2015, in order to align actual expenses and investments with current revenues as well introducing new executive management. The fourth quarter restructuring impacted the results in 2015 with a $ 1.3 1.7 0.9 31.4 35.3 37.1 The savings in ongoing operating expenses following the restructuring in the fourth quarter of 2015 and into first quarter 2016, will be evident in the first and second quarter of 2016 when actual workforce reductions will have been realized. During the second quarter 2016, the restructuring plan will be largely complete and headcount will be more sustainably aligned with current revenues. Following the evaluation of strategic options for ValidSoft, the Company decided to divest ValidSoft to interested parties. Although the sale of ValidSoft will negatively impact revenues of the Company between $ 0.15 0.23 0.9 1.4 The planned sale of ValidSoft for the price of $ 12.5 In addition to the restructuring and the potential sale of ValidSoft, the Company consummated two closings of its private placement offering ( 9 1,275,000 1,108,789 2,223,000 1,952,733 As part of the agreements with the prospective suitor for ValidSoft, the Company received $ 700,000 250,000 The cash balance of the Company at December 31, 2015 was $ 369,250 2,402,733 272,425 In addition to pursuing other sources of debt and equity financing, the Company continues to pursue the sale of ValidSoft, has entered into discussions with several investment groups expressing interest in investing in the Company, and has extended the 2015 private placement offering. In order for the Company to have sufficient cash to fund its operations for the next 12 months, the Company believes that for instance with the divestiture of ValidSoft, which we expect will result in gross proceeds of $ 12.5 6.5 Although we have previously been able to raise capital as needed, there can be no assurance that additional capital will be available at all, or if available, on reasonable terms. Further, the terms of such financing may be dilutive to our existing stockholders or otherwise on terms not favorable to us, or our existing stockholders. If we are unable to secure additional capital, and/or do not succeed in meeting our cash flow objectives or the Lender will call the loan before new capital is attracted, the Company will be materially and negatively impacted, and we may have to significantly reduce our operations. As of December 31, 2015, these events combined with the delays in the divestiture of ValidSoft raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Elephant Talk Communications Corp. and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). All intercompany transactions and account balances have been eliminated in consolidation. The Company’s subsidiaries are: · its wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its wholly owned subsidiaries, Elephant Talk Communications Italy S.R.L., Elephant Talk Business Services W.L.L., Guangzhou Elephant Talk Information Technology Limited, Elephant Talk Deutschland GmbH, Morodo Group Ltd., and the majority owned (51%) subsidiaries Elephant Talk Communications PRS U.K. Limited and (51%) ET-UTS NV; · Elephant Talk Europe Holding B.V.’s wholly-owned subsidiary Elephant Talk Communication Holding AG and its wholly-owned subsidiaries Elephant Talk Communications S.L.U., Elephant Talk Mobile Services B.V., Elephant Talk Telekom GmbH, Elephant Talk Communication Carrier Services GmbH, Elephant Talk Communication Schweiz GmbH and the subsidiary Elephant Talk Communications Premium Rate Services Netherlands B.V.; · Elephant Talk Telecomunicação do Brasil LTDA, is owned 90 10 · Elephant Talk Europe Holding B.V.’s majority ( 100 100 99 · its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its majority owned ( 50.54 · its wholly-owned subsidiary Elephant Talk North America, Corp; · its wholly-owned subsidiary ValidSoft Limited (Ireland) and its wholly-owned subsidiary ValidSoft UK Limited; · its wholly-owned subsidiary Elephant Talk Group International B.V., based in The Netherlands, and · Elephant Talk Europe Holding B.V.’s majority owned subsidiary ( 99.998 99 · PT Elephant Talk Indonesia, is owned 99 1 |
Foreign Currency Translation, [Policy Text block] | Foreign Currency Translation The functional currency is Euros for the Company’s wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its subsidiaries, Euros for its wholly-owned subsidiary Elephant Talk Global Holding B.V., the Hong Kong Dollar for its wholly-owned subsidiary ETL and the British Pound Sterling for its wholly-owned subsidiary ValidSoft. The financial statements of the Company were translated to USD using period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses, and capital accounts were translated at their historical exchange rates when the capital transaction occurred. In accordance with ASC 830, Foreign Currency Matters, net gains and losses resulting from translation of foreign currency financial statements are included in the statement of stockholder’s equity as other comprehensive income (loss). Foreign currency transaction gains and losses are included in consolidated income/(loss), under the line item ‘Other income/(expense)’. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the accompanying financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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 bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates include the bad debt allowance, revenue recognition, impairment of long-lived assets, valuation of financial instruments, useful lives of long-lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. |
Cash and Cash Equivalents, [policyText Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company has full access to the whole balance of cash and cash equivalents on a daily basis without any delay. |
Financing Receivable, [policyTextBlock] | Financing Receivables The financing receivables reported as of December 31, 2015 relate to a timing difference between the second closing of the Offering and the actual receipt of the related proceeds. The funds were in the process of being transferred from the escrow account kept by the placement agent and the company but were actually received on January 5 th, 2016. The net financing receivable amounted to $ 272,425 355,000 2,000,000 th |
Restricted Cash,[policy Text policy] | Restricted Cash Restricted cash as of December 31, 2015 and 2014 was $ 246,136 312,935 |
Accounts Receivables, Net,Policy [Policy Text Block] | Accounts Receivables, Net The Company’s customer base consists of a geographically dispersed customer base. The Company maintains an allowance for potential credit losses on accounts receivable. The Company makes ongoing assumptions relating to the collectability of our accounts receivable. The accounts receivable amounts presented on our balance sheets include reserves for accounts that might not be collected. In determining the amount of these reserves, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. The Company’s reserves have generally been adequate to cover its actual credit losses. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its reserves will continue to be adequate. If actual credit losses are significantly greater than the reserves, the Company would increase its general and administrative expenses and increase its reported net losses. Conversely, if actual credit losses are significantly less than our reserve, this would eventually decrease the Company’s general and administrative expenses and decrease its reported net losses. Allowances are recorded primarily on a specific identification basis. See Note 3 of the Financial Statements for more information. |
Leasing Arrangements,Policy [Policy Text Block] | Leasing Arrangements At the inception of a lease covering equipment or real estate, the lease agreement is evaluated under the criteria of ASC 840, Leases. |
Revenue Recognition and Deferred Revenue, Policy [Policy Text Blockl] | Revenue Recognition and Deferred Revenue Revenue primarily represents amounts earned for our mobile and security solutions. Our mobile and security solutions are hosted software where the customer does not take possession of the software and are therefore accounted for as subscriptions. We also offer customer support and professional services related to implementing and supporting our suite of applications. Revenues generally are recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. Hosting subscriptions provide customers access to our software on a subscription basis, and support services (e.g. network operations and second line helpdesk) related to those arrangements. Hosting subscriptions for the use of our software generally include a usage-based license for which revenues are recognized commensurate with the customer utilization (for example, the number of mobile users on the network) commencing with the date our service is made available to customers and when all of the following conditions have been met: (i) there is persuasive evidence of an arrangement; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability of the fee is reasonably assured. Revenue is recorded as deferred revenue before all of the relevant criteria for revenue recognition are satisfied. The Company enters into arrangements that include various combinations of hosting subscriptions and services, where elements are delivered over different periods of time. Such arrangements are accounted for in accordance with ASC 605-25 “Revenue Recognition-Multiple Element Arrangements.” Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. The elements in a multiple element arrangement are identified and are separated into separate units of accounting at the inception of the arrangement and revenue is recognized as each element is delivered. Delivered item or items are considered a separate unit of accounting when both of the following criteria are met: (i) the delivered item or items have value to the customer on a stand-alone basis, meaning the delivered item or items have value on a standalone basis if it sold separately by any vendor or the customer could resell the delivered item or items on a stand-alone basis, and (ii) if the arrangement includes a general right of return related to the delivered item, delivery or performance of the undelivered item or items are considered probably and substantially in the control of the Company. Total consideration of a multiple-element arrangement is allocated to the separate units of accounting at the inception of the arrangement based on the relative selling price method using the hierarchy prescribed in ASC 605-25. In accordance with that hierarchy if vendor specific objective evidence (VSOE) of fair value or, third-party evidence (TPE) does not exist for the element, then the best estimated selling price (BESP) is used. Since the Company does not have VSOE or TPE, the Company uses BESP to allocate consideration for all units of accounting in our hosting arrangements. In determining the BESP, the Company considers multiple factors which include, but are not limited to the following: i) gross margin objectives and internal costs for services; ii) pricing practices and market conditions, iii) competitive landscape and iv) growth strategy. In the paragraphs below we explain the revenue recognition policy for each element. For the mobile solutions services the Company recognizes revenues from customers accessing our cloud-based application suite in two different service offerings, namely managed services and bundled services. For managed services, revenues are recognized for network administration services provided to end users on behalf of Mobile Network Operators (MNO) and virtual Mobile Network Operators (MVNO’s). Managed service revenues are recognized monthly based on an average number of end-users managed and calculated on a pre-determined service fee per user. For bundled services, the Company provides both network administration as well as mobile airtime management services. Revenues for bundled services are recognized monthly based on an average number of end-users managed and mobile air time, calculated based on a pre-determined service fee. Technical services that meet the criteria to be separated as a separate unit of accounting are recognized as the services are performed. Services that do not meet the criteria to be accounted for as a separate unit of accounting are deferred and recognized ratably over the estimated customer relationship. Our arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. For security solutions we recognize revenues primarily from SIM (Subscriber Identity Module) lookup services using the VALid-SSD platform. Security solutions revenue is recognized based on the number of SIM lookups performed and calculated based on a pre-determined service fee per lookup. Telecommunication revenues are recognized when delivery occurs based on a pre-determined rate and number of user minutes and calls that the Company has managed in a given month. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Revenue for professional and consulting services in connection with an implementation or implantation of a new customer that is deemed not to have stand-alone value is recognized over the estimated customer relationship commencing when the subscription service is made available to the customer. Revenue from other professional services that provide added value such as new features or enhancements to the platform that are deemed to have standalone value to the customer are recognized when the feature is activated. |
Cost of Revenues and Operating Expenses, Policy [Policy Text Block] | Cost of Revenues and Operating Expenses Cost of Service Cost of service includes origination, termination, network and billing charges from telecommunications operators, costs of telecommunications service providers, network costs, data center costs, facility cost of hosting network and equipment and cost in providing resale arrangements with long distance service providers, cost of leasing transmission facilities, international gateway switches for voice, data transmission services, and the Cost of professional services of staff directly related to the generation of revenues, consisting primarily of employee-related costs associated with these services, including share-based expenses and the cost of subcontractors. Cost of service excludes depreciation and amortization. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expense Research and development expenditures are expensed in the period incurred, and these expenses are included within the operating expenses function Product Development. Costs incurred during the application development stage of internal-use software projects, such as those used in the Company’s operations, are capitalized in accordance with the accounting guidance for costs of computer software developed for internal use in ASC 350-40. There are three main stages of computer software development. These stages are defined as (1) the preliminary project stage, (2) the application development stage, and (3) the post-implementation / operation stage. Only costs included in the application development stage are eligible for capitalization. Capitalization of costs begins once management authorizes and commits funding and the preliminary project stage is completed. Capitalized costs are amortized on a straight-line basis. When assigning useful lives to internal-use software, the Company considers the effects of obsolescence, competition, technology, and other economic factors. Product Development costs for the period ended December 31, 2015 and 2014 were $ 4,543,492 7,228,663 4,142,089 4,674,199 |
Segment Reporting, Policy [Policy Text Block] | Reporting Segments ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The business operates as one single segment and discrete financial information is based on the whole, not segregated; and is used by the chief decision maker accordingly. |
Financial Instruments, Policy [Policy Text Block] | Financial Instruments The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and customer deposits approximate their fair values based on their short-term nature. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. The Company’s conversion feature, a derivative instrument, is recognized in the balance sheet at its fair values with changes in fair market value reported in earnings. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. The Company has three asset groups that are valued at fair value categorized within Level 3: Derivative liabilities (recurring measurement), goodwill and intangibles (non-recurring measurements) for the impairment test. Below are discussions of the main assumptions used for the recurring measurements. Recurring Measurement - Warrant Derivative Liabilities and Conversion Feature Derivative (see also Note 13 and 16) Number of Outstanding Warrants and/or Convertible Notes The number of outstanding warrants and/or convertible notes is adjusted every re-measurement date after deducting the exercise or conversion of any outstanding warrants convertible notes during the previous reporting period. Stock Price at Valuation Date The closing stock price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com. Exercise Price The exercise price is fixed and determined under the terms - of the financing facility it was issued. Remaining Term The remaining term is calculated by using the contractual expiration date of the 9 Expected Volatility Management estimates expected cumulative volatility giving consideration to the expected life of the note and calculated the annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility of the Company’s common stock (= annual volatility * square root (expected life)). Liquidity Event We estimate the expected liquidity event giving consideration to the expectation of sale of assets held for sale and the current substantial reorganization. Risk-Free Interest Rate Management estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the US Treasury Department with a term equal to the reported rate, or derived by using both spread in intermediate term and rates, up to the maturity date of the 8 Expected Dividend Yield Management estimates the expected dividend yield by giving consideration to the Company’s current dividend policies as well as those anticipated in the future considering the Company’s current plans and projections. Mandatory Conversion Condition The Monte Carlo model includes the likelihood of meeting the condition in which the company will be able to call such mandatory conversion of outstanding convertible notes. Mandatory Exercise Condition The Monte Carlo model includes the likelihood of being able to force a mandatory exercise of the warrants prior to the maturity of the warrant agreement. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-based Compensation The Company follows the provisions of ASC 718, Compensation-Stock Compensation, (“ASC 718”). Under ASC 718, share-based awards are recorded at fair value as of the grant date and recognized as expense with an adjustment for forfeiture over the employee’s requisite service period (the vesting period, generally up to three years). The share-based compensation cost based on the grant date fair value is amortized over the period in which the related services are received. To determine the value of our stock options at grant date under our employee stock option plan, the Company uses the Black-Scholes option-pricing model. The use of this model requires the Company to make a number of subjective assumptions. The following addresses each of these assumptions and describes our methodology for determining each assumption: Expected Life The expected life represents the period that the stock option awards are expected to be outstanding. The Company uses the simplified method for estimating the expected life of the option, by taking the average between time to vesting and the contract life of the award. Expected Volatility The Company estimates expected cumulative volatility giving consideration to the expected life of the option of the respective award, and the calculated annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the grant-date (reference period). The annual volatility is used to determine the (cumulative) volatility of its Common Stock (= annual volatility x square root (expected life)). Forfeiture rate The Company is using the aggregate forfeiture rate. The aggregate forfeiture rate is the ratio of pre-vesting forfeitures over the awards granted (pre-vesting forfeitures/grants). The forfeiture discount (additional loss) is released into the profit and loss in the same period as the option vesting-date. The forfeiture rate is actualized every reporting period. Risk-Free Interest Rate The Company estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported rate, or derived by using both spread in intermediate term and rates, to the expected life of the award. Expected Dividend Yield The Company estimates the expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current plans and projections. The Company does not currently calculate a discount for any post-vesting restrictions to which our awards may be subject. |
Income Tax, Policy [Policy Text Block] | Income Taxes Current tax is based on the income or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. Establishment of a valuation allowance is provided when it is more likely than not that deferred taxes will be realized. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and reimbursement arrangements among related entities, the process of identifying items of revenue and expenses that qualify for preferential tax treatment and segregation of foreign and domestic income and expense to avoid double taxation. The Company files federal income tax returns in the US, various US state jurisdictions and various foreign jurisdictions. The Company’s income tax returns are open to examination by federal, state and foreign tax authorities, generally for 3 years but can be extended to 6 years under certain circumstances. In other jurisdictions the period for examinations depend on local legislation. The Company’s policy is to record estimated interest and penalties on unrecognized tax benefits as part of its income tax provision. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income/ (Loss) Comprehensive income/ (loss) include all changes in equity during a period from non-owner sources. For the years ended December 31, 2015 and 2014, the Company’s comprehensive loss consisted of its net loss and foreign currency translation adjustments. |
Business Combinations Policy [Policy Text Block] | Business Combinations The acquisition method of accounting for business combinations as per ASC 805, Business Combinations (“ASC 805”), requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, the identifiable assets acquired, the liabilities assumed, and any non-controlling interests acquired in the acquisition are recognized as of the closing date for purposes of determining fair value. The Company measures goodwill as of the acquisition date as the excess of consideration transferred, over the net of the acquisition date fair value of the identifiable assets acquired and liabilities assumed. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and the Company charges them to general and administrative expense as they are incurred. During the measurement period, the Company adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Measurement period adjustments are reflected retrospectively in all periods being presented in the financial statements. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The Company records goodwill when the fair value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities assumed. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but the Company tests them for impairment annually during its fourth fiscal quarter and whenever an event or change in circumstances indicates that the carrying value of the asset is impaired. The authoritative guidance for the goodwill impairment model includes a two-step process. First, it requires a comparison of the carrying value of the reporting unit to its fair value. If the fair value is determined to be less than the carrying value, a second step is performed. In the second step, the Company compares the implied fair value of goodwill to its carrying value in the reporting unit. The shortfall of the fair value below carrying value, if any, would represent the amount of goodwill impairment charge. We are using the criteria in ASU no. 2011-08 Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which permits the Company to make a qualitative assessment of whether it is more likely than not than not that a reporting unit’s fair value is less than the carrying amount before applying the two-step goodwill impairment test. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less that its carrying amount, it would not need to perform the two-step impairment test for that reporting unit. The Company tests goodwill for impairment in the fourth quarter of each fiscal year, or sooner should there be an indicator of impairment as per ASC 350, Intangibles Goodwill and Other. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Long-lived Assets and Intangible Assets In accordance with ASC 350, Intangibles Goodwill and Other (“ASC 350”), intangible assets are carried at cost less accumulated amortization and impairment charges. Intangible assets are amortized on a straight-line basis over the expected useful lives of the assets, between three and ten years. Other indefinite life intangible assets are reviewed for impairment in accordance with ASC 350, on an annual basis, or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Measurement of any impairment loss for long-lived assets and amortizing intangible assets that management expects to hold and use is tested for impairment when amounts may not be recoverable. Impairment is measured based on the amount of the carrying value that exceeds the fair value of the asset. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment, Internal Use Software and Third Party Software Property and equipment are initially recorded at cost. Additions and improvements are capitalized, while expenditures that do not enhance the assets or extend the useful life are charged to operating expenses as incurred. Included in property and equipment are certain costs related to the development of the Company’s internally developed software technology platform. The Company has adopted the provisions of ASC 350-40, Accounting for the Costs of Computer Software developed or obtained for internal use, and therefore the costs incurred in the preliminary stages of development are expensed as incurred. The Company capitalizes all costs related to software developed or obtained for internal use when management commits to funding the project; the preliminary project stage is completed and when technological feasibility is established. Software developed for internal use has generally been used to deliver hosted services to the Company’s customers. Technological feasibility is considered to have occurred upon completion of a detailed program design that has been confirmed by documenting the product specifications, or to the extent that a detailed program design is not pursued, upon completion of a working model that has been confirmed by testing to be consistent with the product design. Once a new functionality or improvement is released for operational use, the asset is moved from the property and equipment category “construction in progress” (“CIP”) to a property and equipment asset subject to depreciation in accordance with the principle described in the previous sentence. In this account management also records equipment acquired from third parties, until it is ready for use. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. Depreciation is applied using the straight-line method over the estimated useful lives of the assets once the assets are placed in service. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. In 2015 the Company impaired $ 656,643 1,894,244 130,520 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Management is currently assessing the impact of this pronouncement on the Company’s financial statements In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments Overall (Subtopic 825-10).” ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by addressing certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments simplify certain requirements and also reduce diversity in current practice for other requirements. ASU 2016-01 is effective for public companies’ fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Except for the early application guidance specifically allowed in ASU 2016-01, early adoption is not permitted. We are currently evaluating the impact of our pending adoption of ASU 2016-01 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. On April 7, 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”, which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. ASU 2015-03 is effective for public companies’ fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted for financial statement that have not been previously issued. The Company has elected for early adoption and included it in their Form 10-K for the year ended December 31, 2015. In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”). ASU 2015-01 eliminates the concept of extraordinary items from GAAP but retains the presentation and disclosure guidance for items that are unusual in nature or occur infrequently and expands the guidance to include items that are both unusual in nature and infrequently occurring. ASU 2015-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. A reporting entity may apply ASU 2015-01 prospectively. A reporting entity may also apply ASU 2015-01 retrospectively to all periods presented in the financial statements. We believe the adoption of ASU 2015-01 will not have a material effect on our consolidated financial statements. In August 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in US auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). For all entities, the new requirements are effective for annual periods ending after December 15, 2016. Management does not expect that the adoption of this standard will have a material effect on the Company’s financial statements. In May 2014, as part of its ongoing efforts to assist in the convergence of US GAAP and International Financial Reporting Standards, the FASB issued a new standard related to revenue recognition. Under the new standard, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for the Company beginning January 1, 2018 and early adoption is permitted beginning January 1, 2018. Management is currently evaluating the methods of adoption allowed and the effect the standard is expected to have on the Company’s financial statements and related disclosures. |
Reclassifications (Tables)
Reclassifications (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Change in Accounting Estimate [Table Text Block] | The below table shows the effects of the accounting principle change on the financial statement line items: December 31, Impact December 31, 2014 Reclasses 2014 (reclassed) (original) OTHER ASSETS $ 917,457 $ (682,878) $ 1,600,335 TOTAL ASSETS 44,238,120 (682,878) 44,920,998 2014 10% + libor 3rd Party Loan (net of Debt Discount and Deferred Financing Costs) 10,518,228 (682,878) 11,201,106 Total current liabilities 28,475,964 (682,878) 29,158,842 Total liabilities 33,625,553 (682,878) 34,308,431 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 44,238,120 $ (682,878) $ 44,920,998 |
Allowance for Doubtful Accoun39
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable, Net, Current [Abstract] | |
Schedule of Credit Losses for Financing Receivables, Current [Table Text Block] | Changes in the allowance for doubtful accounts are as follows: Balance at the beginning of the Total Allowance for doubtful Additions- allowance for Balance at the end of the Allowance for doubtful accounts period A Currency revaluation B accounts A+B doubtful accounts Release for doubtful accounts period Year ended December 31, 2015 $ - $ - $ - $ 269,608 - $ 269,608 Year ended December 31, 2014 $ - $ - $ - $ - $ - $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, 2015 (assets held December 31, 2015 (excl. Assets December 31, 2014 (assets held December 31, 2014 (excl. Assets Average Estimated Useful Lives December 31, 2015 for sale) held for sale) December 31, 2014 for sale) held for sale) Furniture and fixtures 5 $ 283,387 $ 29,605 $ 253,782 $ 281,214 $ 32,831 $ 248,383 Computer, communication and network equipment 3 10 22,991,043 63,216 22,927,827 23,904,494 58,652 23,845,842 Software 5 5,906,917 2,255,695 3,651,222 4,556,364 1,724,243 2,832,121 Automobiles 5 37,428 - 37,428 80,860 - 80,860 Construction in progress for internal use software 1,299,993 395,585 904,408 4,044,932 646,869 3,398,063 Total property and equipment 30,518,768 2,744,101 27,774,667 32,867,864 2,462,595 30,405,269 Less: accumulated depreciation and amortization (15,496,091) (772,799) (14,723,292) (13,548,662) (495,019) (13,053,643) Total property and equipment $ 15,022,677 $ 1,971,302 $ 13,051,375 $ 19,319,202 $ 1,967,576 $ 17,351,626 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets as of December 31, 2015 and 2014 consisted of the following: December 31, December 31, December 31, December 31, Useful December 31, 2015 2015 December 31, 2014 2014 Lives 2015 (assets held for sale) (excl. Assets held for sale) 2014 (assets held for sale) (excl. Assets held for sale) Customer Contracts, Licenses , Interconnect & Technology 5 - 10 $ 688,963 $ - $ 688,963 $ 1,870,523 $ - $ 1,870,523 ValidSoft IP & Technology 1 - 10 13,257,272 12,930,083 327,189 14,344,604 14,344,604 - Total intangible assets 13,946,235 12,930,083 1,016,152 16,215,127 14,344,604 1,870,523 Less: Accumulated Amortization (430,333) - (430,333) (1,165,856) - (1,165,856) Less: Accumulated Amortization ValidSoft IP & Technology (10,663,602) (10,336,413) (327,189) (9,973,063) (9,973,063) - Total intangible assets, Net $ 2,852,300 $ 2,593,670 $ 258,630 $ 5,076,208 $ 4,371,541 $ 704,667 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated future amortization expense related to our intangible assets is: 2020 and 2016 2017 2018 2019 thereafter Interconnect licenses and contracts $ 158,037 $ 56,815 $ 43,778 $ 0 $ 0 |
Long Lived Assets held for Sa42
Long Lived Assets held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long Lived Assets held for Sale [Abstract] | |
Disclosure of Long Lived Assets Held-for-sale [Table Text Block] | The Company performed an impairment analysis on the ValidSoft assets and concluded that no impairment was needed. Average Estimated Useful December 31, December 31, Assets Held for Sale Lives 2015 2014 Property & Equipment Furniture and fixtures 5 $ 29,605 $ 32,831 Computer, communication and network equipment 3 10 63,216 58,652 Software 5 2,255,695 1,724,243 Automobiles 5 - - Construction in progress for internal use software 395,585 646,869 2,744,101 2,462,595 Less: accumulated depreciation (772,799) (495,019) Total property and equipment $ 1,971,302 $ 1,967,576 Intangible Assets IP and Technology 3 10 12,930,083 14,344,604 Less: accumulated amortization (10,336,413) (9,973,063) Total intangible Assets $ 2,593,670 $ 4,371,541 Total Assets Held for Sale Property & Equipment and Intangible Assets 15,674,184 16,807,199 Less: accumulated depreciation and amortization (11,109,212) (10,468,082) Total Assets Held for Sale $ 4,564,972 $ 6,339,117 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Abstract] | |
Schedule of Goodwill [Table Text Block] | December 31, December 31, Goodwill 2015 2014 Goodwill ValidSoft Ltd $ 2,659,866 $ 2,964,423 Goodwill Morodo Ltd. 177,155 197,440 Goodwill Telnicity 190,401 190,401 Total $ 3,027,422 $ 3,352,264 |
Accounts payable and Customer44
Accounts payable and Customer Deposits (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December 31, December 31, 2015 2014 Accounts payable $ 2,574,425 $ 1,795,240 Customer deposits 65,438 60,774 Total Accounts payable and Customer Deposits $ 2,639,863 $ 1,856,014 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | As of December 31, 2015 and December 31, 2014, the accrued expenses were comprised of the following: December 31, December 31, 2015 2014 Accrued Selling, General & Administrative expenses $ 3,648,920 $ 1,863,020 Accrued cost of service 297,370 291,553 Accrued taxes (including VAT) 708,002 570,616 Accrued interest payable 199,104 1,184,418 Other accrued expenses 178,316 152,045 Total accrued expenses $ 5,031,712 $ 4,061,652 |
9% Unsecured Subordinated Con46
9% Unsecured Subordinated Convertible Promissory Note (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | Breakdown of the 9% Unsecured Subordinated Convertible Promissory Note Total Net 1st Closing 2nd Closing Total Amortizations Liability Convertible Note Principal Amount $ (920,000) $ (355,000) $ (1,275,000) $ - $ (1,275,000) Debt Discounts & Financing Costs Investor Warrants $ 382,260 $ 164,685 $ 546,945 $ (3,396) $ 543,549 Conversion Feature value 143,091 72,503 215,594 (1,435) 214,159 7% Agent Warrants( $0.30) 34,262 14,574 48,836 (374) 48,462 7% Agent Warrants( $0.45) 26,758 11,528 38,286 (157) 38,129 Financing Costs 151,300 42,075 193,375 (1,503) 191,872 $ (182,329) $ (49,635) $ (231,964) $ (6,865) $ (238,829) |
Warrant and Conversion Featur47
Warrant and Conversion Feature Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Warrant And Conversion Feature Liabilities [Abstract] | |
Schedule of Warrant And Conversion Feature Liabilities [Table Text Block] | 1st Closing 2nd Closing Total Warrants & Conversion Feature Convertible Note 3,066,667 1,183,333 4,250,000 Investor Warrants 3,066,667 1,183,333 4,250,000 7% Agent Warrants( $0.30) 214,667 82,833 297,500 7% Agent Warrants( $0.45) 214,667 82,833 297,500 Total Underlying share commitment 6,562,668 2,532,332 9,095,000 Fair Market Value Warrants & Conversion Feature Initial FMV at closing(s) Value as of FMV Conversion Feature $ 215,594 $ 260,398 Investor Warrants 546,945 591,473 7% Agent Warrants( $0.30) 48,836 52,344 7% Agent Warrants( $0.45) 38,286 41,403 FMV Warrant Liabilities $ 634,067 $ 685,220 |
The 2014 10% Term Loan Agreem48
The 2014 10% Term Loan Agreement (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Term Loan 2014 [Member] | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The following table shows the composition of the 2014 10% 3 rd December 31, December 31, 2014 Libor +11% +10% 3rd Party Loan (principal amount) $ 6,500,000 $ 12,000,000 Less: Deferred Financing Costs (343,130) (682,878) Debt Discount - Original Issue Discount (132,567) (365,231) Debt Discount - Warrants (501,202) (433,663) Deferred Exit Fee 57,176 - $ 5,580,277 $ 10,518,228 |
Obligations under Capital Lea49
Obligations under Capital Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases, Capital [Abstract] | |
Schedule of Capital Leased Assets [Table Text Block] | The following is an analysis of the property & equipment acquired under capital leases, recorded in the Property & Equipment line item by major classes: December 31, December 31, 2015 2014 Network equipment $ - $ 1,449,343 Software licenses 867,663 1,611,507 Other 191,159 134,326 Total 1,058,822 3,195,176 Less: accumulated depreciation and amortization (495,888) (527,841) Total $ 562,934 $ 2,667,335 |
Other long term payable (Tables
Other long term payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Long-term Debt [Abstract] | |
Schedule Of Other Longterm Debt Current And Noncurrent [Table Text Block] | Other long term payable is summarized as follows: December 31, 2015 Arrangement with creditor $ 317,222 Less: Short-term portion (recorded in Accrued Expenses and Other Payables) (56,932) Total $ 260,290 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | December 31, 2015 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 260,398 $ 260,398 Warrant Liabilities - - 685,220 685,220 Total Derivatives Liabilities $ - $ - $ 945,618 $ 945,618 The following table summarizes fair value measurements by level at December 31, 2014 for financial assets and liabilities measured at fair value on a recurring basis: December 31, 2014 Level 1 Level 2 Level 3 Total Derivative Liabilities Warrant Liabilities $ - $ - $ 2,087,992 $ 2,087,992 Total Derivatives Liabilities $ - $ - $ 2,087,992 $ 2,087,992 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The below table summarizes the warrants outstanding as per the below reporting Exercise/ Conversion price(s) Outstanding Warrants (range) Expiring 2015 2014 Warrants - Fundraising $0.380 - $0.95 2015 - 2019 12,907,895 29,610,206 Warrants - Other $2.21 2016 18,659 18,659 12,926,554 29,628,865 |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Non controlling Interests Disclosure [Table Text Block] | The Company had non-controlling interests in several of its subsidiaries. The balance of the non-controlling interests as of December 31, 2015 and December 31, 2014 were as follows: Non-controlling interest Balance at Subsidiary Non-controlling December 31, December 31, ETC PRS UK 49 % $ 8,882 $ 9,321 Total $ 8,882 $ 9,321 |
Basic and diluted net loss pe54
Basic and diluted net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The diluted share base for fiscal 2015 and 2014 excludes incremental shares related to convertible debt, warrants to purchase Common Stock and employee stock options as follows: Dilutive Securities 2015 2014 Convertible Notes 4,250,000 - Warrants 12,926,554 29,628,865 Employee Stock Options 35,864,077 40,056,080 53,040,631 69,684,945 |
Option Compensation Plan and 55
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Reconciliation Of Registered And Available Shares And Or Options [Table Text Block] | Reconciliation of registered and available shares and/or options as of December 31, 2015: Full Year 2015 Total Registered 2008 - 5,000,000 Registered 2011 - 18,000,000 Approved increase 2013 - 23,000,000 Approved increase 2014 - 10,000,000 Total Registered under this plan 56,000,000 Shares (issued to): Consultants - 325,000 Directors and Officers 2,666,723 4,292,754 Options exercised 8,668 2,382,110 Options (movements): Issued and Outstanding 35,864,077 Available for grant at December 31, 2015: 13,136,059 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Common Stock purchase options consisted of the following as of the years ended December 31, 2015, 2014: Weighted Initial Fair Average Market Value Number of Exercise (Outstanding Options: Options Price Options) Outstanding as of December 31, 2013 34,479,773 $ 1.47 $ 27,784,973 Granted in 2014 8,251,685 $ 1.21 $ 5,187,826 Exercised (with delivery of shares) (621,638) $ 0.75 $ (195,803) Forfeitures (Pre-vesting) (975,649) $ 1.54 $ (872,761) Expirations (Post-vesting) (1,078,091) $ 1.94 $ (1,166,981) Exchanged for Cashless exercise - $ - $ - Outstanding as of December 31, 2014 40,056,080 $ 1.32 $ 30,737,254 Granted in 2015 15,329,642 $ 0.57 $ 4,635,518 Exercised (with delivery of shares) (8,668) $ 0.68 $ (2,451) Forfeitures (Pre-vesting) (13,195,616) $ 1.05 $ (9,425,694) Expirations (Post-vesting) (6,317,361) $ 1.74 $ (4,730,900) Exchanged for Cashless exercise - $ - $ - Outstanding as of December 31, 2015 35,864,077 $ 1.15 $ 21,213,727 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Following is a summary of the status and assumptions used of options outstanding as of the years ended December 31, 2015, and 2014: Twelve months period ending December 2015 December 2014 Grants During the year 15,329,642 8,251,685 Weighted Average Annual Volatility 81 % 86 % Weighted Average Cumulative Volatility 160 % 150 % Weighted Average Contractual Life of grants (Years) 4.42 4.33 Weighted Average Expected Life of grants (Years) 3.97 3.28 Weighted Average Risk Free Interest Rate 1.3513 % 0.9332 % Dividend yield 0.0000 % 0.0000 % Weighted Average Fair Value at Grant-date $ 0.302 $ 0.656 Options Outstanding Total Options Outstanding 35,864,077 40,056,080 Weighted Average Remaining Contractual Life (Years) 2.83 3.71 Weighted Average Remaining Expected Life (Years) 2.31 3.01 Weighted Average Exercise Price $ 1.15 $ 1.39 Aggregate Intrinsic Value (all options) $ (31,501,167) $ (23,046,653) Aggregate Intrinsic Value (only in-the-money options) $ 52,500 $ 1,342,659 Options Exercisable Total Options Exercisable 21,661,426 22,856,509 Weighted Average Exercise Price $ 1.47 $ 1.58 Weighted Average Remaining Contractual Life (Years) 1.93 2.74 Aggregate Intrinsic Value (all options) $ (25,956,834) $ (17,120,707) Aggregate Intrinsic Value (only in-the-money options) $ - $ 581,485 Unvested Options Total Unvested Options 14,202,651 17,199,571 Weighted Average Exercise Price $ 0.66 $ 1.18 Forfeiture rate used for this period ending (staff only) 16.260 % 11.764 % Options expected to vest Number of options expected to vest corrected by forfeiture 12,451,193 16,446,707 Unrecognized stock-based compensation expense $ 3,636,518 $ 9,655,125 Weighting Average remaining contract life (Years) 4.26 5.12 Exercises Total shares delivered/issued 8,668 621,638 Weighted Average Exercise Price $ 0.68 $ 0.75 Intrinsic Value of Options Exercised $ 1,052 $ 288,144 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Share-based Compensation Expense Twelve Twelve months ended months ended Stock-Based Compensation Expense December 31, December 31, Consultancy services $ 113,125 $ 143,838 Directors and Officers (shares and options) 2,266,704 315,830 Employees (shares and options) 1,102,079 3,428,607 Total $ 3,481,908 $ 3,888,275 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | For financial statement purposes, loss before the income tax provision is divided amongst the following; 2015 2014 Domestic $ (6,939,848) $ (9,725,694) Foreign 1,916,388 (11,919,292) Total loss before income tax provision $ (5,023,460) $ (21,644,986) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax (benefit)/expense for each year is summarized as follows: December 31, December 31, 2015 2014 Current: Federal $ - $ - State - - Foreign (17,225) 216,931 (17,225) 216,931 Deferred: Federal - - State - - Foreign - - Income tax (benefit)/ expense $ (17,225) $ 216,931 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the provision for income taxes at the US federal statutory rate (34%) to the foreign income tax rate for the years ended: December 31, December 31, 2015 2014 Tax expense (credit) at statutory rate federal 34 % 34 % State tax expense net of federal tax - - Foreign income tax rate difference (7) % (7) % Change in valuation allowance (29,8) % (25.5) % Other 0 % 0 % Income tax (benefit)/ expense $ (2.8) % (1.5) % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, are as follows: 2015 2014 Deferred tax assets: Net Operating Losses $ 41,191,934 $ 39,804,723 Total gross deferred tax assets 41,191,934 39,804,723 Less: valuation allowance (41,191,934) (39,804,723) Net deferred tax assets $ - $ - |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule Of Revenue And Total Assets By Geographic Location [Table Text Block] | Twelve months ended December 31, 2015 Other foreign Europe countries Total Revenues from unaffiliated customers $ 13,034,020 $ 17,981,433 $ 31,015,453 Identifiable assets $ 22,269,243 $ 3,123,143 $ 25,392,386 Twelve months ended December 31, 2014 Other foreign Europe countries Total Revenues from unaffiliated customers (restated) $ 13,490,366 $ 6,866,081 $ 20,356,447 Identifiable assets $ 36,867,194 $ 7,370,926 $ 44,238,120 |
Reclassifications (Details)
Reclassifications (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
OTHER ASSETS | [1] | $ 473,893 | $ 917,457 |
TOTAL ASSETS | 25,392,386 | 44,238,120 | |
2014 10% + libor 3rd Party Loan (net of Debt Discount and Deferred Financing Costs) | [1] | 5,580,277 | 10,518,228 |
Total current liabilities | 14,821,800 | 28,475,964 | |
Total liabilities | 17,338,845 | 33,625,553 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 25,392,386 | 44,238,120 | |
Scenario, Previously Reported [Member] | |||
OTHER ASSETS | 1,600,335 | ||
TOTAL ASSETS | 44,920,998 | ||
2014 10% + libor 3rd Party Loan (net of Debt Discount and Deferred Financing Costs) | 11,201,106 | ||
Total current liabilities | 29,158,842 | ||
Total liabilities | 34,308,431 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 44,920,998 | ||
Restatement Adjustment [Member] | |||
OTHER ASSETS | (682,878) | ||
TOTAL ASSETS | (682,878) | ||
2014 10% + libor 3rd Party Loan (net of Debt Discount and Deferred Financing Costs) | (682,878) | ||
Total current liabilities | (682,878) | ||
Total liabilities | (682,878) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ (682,878) | ||
[1] | For comparison reasons the Company reclassified Debt Issuance Costs at December 31, 2014 from Other Assets to the Current Liabilities line item: 2014 10% + libor 3rd Party Loan (net of Debt Discount and Debt Issuance Costs). See Note 1. |
Reclassifications (Details) (Pa
Reclassifications (Details) (Parenthetical) - Term Loan 2014 [Member] | 12 Months Ended |
Dec. 31, 2014 | |
Loan payable, interest rate spread | 10.00% |
Description of variable rate basis | libor |
Business and Summary of Signi60
Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) | Jul. 14, 2015 | Jul. 09, 2015 | Jun. 12, 2015 | Mar. 21, 2016 | Jun. 22, 2015 | Feb. 19, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 18, 2016 | Jan. 19, 2016 | Dec. 18, 2015 | Dec. 31, 2013 |
Financing Receivable, Recorded Investment, Current | $ 272,425 | $ 272,425 | $ 272,425 | $ 2,000,000 | |||||||||||
Restricted Cash and Cash Equivalents, Current | 246,151 | 246,151 | 246,151 | 312,935 | |||||||||||
Research and Development Expense, Total | 4,543,492 | 7,228,663 | |||||||||||||
Capitalized Computer Software, Additions | 4,142,089 | 4,674,199 | |||||||||||||
Proceeds from Issuance of Debt | 355,000 | ||||||||||||||
Net Income (Loss) Attributable to Parent, Total | (5,006,235) | (21,861,917) | |||||||||||||
Retained Earnings (Accumulated Deficit), Total | (255,635,531) | (255,635,531) | (255,635,531) | (250,629,296) | |||||||||||
Litigation Settlement, Amount | $ 12,600,000 | ||||||||||||||
Loss of Monthly Billings | 3,900,000 | ||||||||||||||
Long-term Debt, Gross | 6,500,000 | 6,500,000 | 6,500,000 | 12,000,000 | |||||||||||
Debt Instrument, Increase (Decrease), Net, Total | $ 4,200,000 | ||||||||||||||
Impairment of Ongoing Project | 900,000 | ||||||||||||||
Costs and Expenses, Total | 35,313,645 | 37,133,833 | |||||||||||||
IncreaseDecrease in cost and operating expenses excluding depreciation | 900,000 | ||||||||||||||
IncreaseDecrease in cost and operating expenses includung depreciation | 1,400,000 | ||||||||||||||
Proceeds from Convertible Debt | 1,275,000 | 0 | |||||||||||||
Proceeds from Divestiture of Businesses and Interests in Affiliates, Total | 12,500,000 | ||||||||||||||
Repayments of Debt | 6,500,000 | ||||||||||||||
Cash and Cash Equivalents, at Carrying Value, Total | 369,250 | 369,250 | 369,250 | $ 1,904,160 | $ 1,252,315 | ||||||||||
Private Placement [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,231,000 | $ 1,367,000 | |||||||||||||
Employee Severance [Member] | |||||||||||||||
Restructuring Charges, Total | 1,300,000 | ||||||||||||||
Assets Write Offs [Member] | |||||||||||||||
Restructuring Charges, Total | 1,700,000 | ||||||||||||||
Term Loan 2014 [Member] | |||||||||||||||
Proceeds from Issuance of Debt | 4,500,000 | ||||||||||||||
Repayments of Senior Debt, Total | $ 10,100,000 | 10,100,000 | |||||||||||||
Long-term Debt, Gross | $ 12,600,000 | $ 6,500,000 | $ 6,500,000 | 6,500,000 | |||||||||||
Repayments of Debt | $ 5,700,000 | ||||||||||||||
9% Convertible Note Offering 2015 [Member] | |||||||||||||||
Proceeds From Convertible Debt, Net | $ 2,402,733 | ||||||||||||||
9% Convertible Note Offering 2015 [Member] | Subsequent Event [Member] | |||||||||||||||
Proceeds From Convertible Debt, Net | $ 1,952,733 | ||||||||||||||
9% Convertible Note Offering 2015 [Member] | Private Placement [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | 9.00% | ||||||||||||
Proceeds From Convertible Debt, Net | $ 1,108,789 | ||||||||||||||
Proceeds from Convertible Debt | $ 1,275,000 | ||||||||||||||
9% Convertible Note Offering 2015 [Member] | Private Placement [Member] | Subsequent Event [Member] | |||||||||||||||
Proceeds From Convertible Debt, Net | 2,223,000 | ||||||||||||||
Unsecured Subordinated Convertible Promissory Note [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | 9.00% | ||||||||||||
Senior Secured Convertible Note [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||||||||||
2014 10% Term Loan Agreement [Member] | Subsequent Event [Member] | |||||||||||||||
Repayments of Debt | 250,000 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||||||||||
Costs and Expenses, Total | $ 31,400,000 | ||||||||||||||
Increase (Decrease) in revenue | $ 150,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||||||
Costs and Expenses, Total | $ 35,300,000 | ||||||||||||||
Increase (Decrease) in revenue | $ 230,000 | ||||||||||||||
Property, Plant and Equipment [Member] | |||||||||||||||
Asset Impairment Charges, Total | 1,894,244 | ||||||||||||||
Intangible Assets [Member] | |||||||||||||||
Impairment of Intangible Assets (Excluding Goodwill) | 130,520 | ||||||||||||||
Construction in Progress [Member] | |||||||||||||||
Asset Impairment Charges, Total | $ 656,643 | ||||||||||||||
Elephant Talk Middle East & Africa (Holding) W.L.L. [Member] | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | 100.00% | ||||||||||||
Elephant Talk Middle East & Africa (Holding) Jordan L.L.C. [Member] | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | 100.00% | ||||||||||||
Elephant Talk Middle East & Africa Bahrain W.L.L. [Member] | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | 99.00% | 99.00% | ||||||||||||
Elephant Talk Middle East & Africa FZ-LLC [Member] | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.54% | 50.54% | 50.54% | ||||||||||||
Asesores Profesionales ETAK S De RL De CV [Member] | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | 99.00% | 99.00% | ||||||||||||
Elephant Talk Group International B.V [Member] | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 1.00% | 1.00% | 1.00% | ||||||||||||
Cross River Initiatives LLC [Member] | |||||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 12,500,000 | $ 12,500,000 | $ 12,500,000 | ||||||||||||
Cross River Initiatives LLC [Member] | Subsequent Event [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 12,500,000 | $ 6,000,000 | |||||||||||||
Proceeds from Divestiture of Businesses and Interests in Affiliates, Total | $ 700,000 | ||||||||||||||
Cross River Initiatives LLC [Member] | 9% Convertible Note Offering 2015 [Member] | |||||||||||||||
Proceeds from Issuance of Private Placement | $ 272,425 | ||||||||||||||
Elephant Talk Europe Holding BV [Member] | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.998% | 99.998% | 99.998% | ||||||||||||
Elephant Talk Europe Holding BV [Member] | Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 90.00% | 90.00% | 90.00% | ||||||||||||
Elephant Talk Europe Holding BV [Member] | Elephant Talk Indonesia [Member] | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | 99.00% | 99.00% | ||||||||||||
Elephant Talk Communication Holding AG [Member] | Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | 10.00% | 10.00% |
Allowance for Doubtful Accoun61
Allowance for Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Balance at the beginning of the period | $ 0 | $ 0 |
Additions- allowance for doubtful accounts | 269,608 | 0 |
Release for doubtful accounts | 0 | 0 |
Balance at the end of the period | 269,608 | 0 |
Allowance for Doubtful Accounts, Current [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Currency revaluation | 0 | 0 |
Total Allowance for doubtful accounts | $ 0 | $ 0 |
Allowance for Doubtful Accoun62
Allowance for Doubtful Accounts (Details Textual) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for Doubtful Accounts Receivable | $ 269,608 | $ 0 | $ 0 |
Prepaid Expenses and Other Cu63
Prepaid Expenses and Other Current Assets (Details Textual) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid Expense and Other Assets, Current | $ 2,016,236 | $ 2,478,681 |
Prepaid Taxes | $ 621,286 | $ 742,782 |
Other Assets (Details Textual)
Other Assets (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Debt Instrument [Line Items] | ||||
Other Assets, Noncurrent | [1] | $ 473,893 | $ 917,457 | |
Deposits Assets, Noncurrent | 285,404 | 653,002 | ||
Loans and Leases Receivable, Net Amount, Total | $ 264,454 | |||
Increase (Decrease) in Deposit Assets, Total | 40,238 | |||
Impaired Financing Receivable, Recorded Investment, Total | 269,266 | |||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | |||
Term Loan 2014 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 10.00% | |||
Debt Instrument, Description of Variable Rate Basis | 10% + libor | |||
French Tax Authorities [Member] | ||||
Debt Instrument [Line Items] | ||||
Impairment of Deposits Assets | 179,182 | |||
US Based Carrier [Member] | ||||
Debt Instrument [Line Items] | ||||
Impairment of Deposits Assets | $ 60,000 | |||
[1] | For comparison reasons the Company reclassified Debt Issuance Costs at December 31, 2014 from Other Assets to the Current Liabilities line item: 2014 10% + libor 3rd Party Loan (net of Debt Discount and Debt Issuance Costs). See Note 1. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Total property and equipment | $ 13,051,375 | $ 17,351,626 |
Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 2,744,101 | 2,462,595 |
Less: accumulated depreciation and amortization | (772,799) | (495,019) |
Total property and equipment | 1,971,302 | 1,967,576 |
Excluding Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 27,774,667 | 30,405,269 |
Less: accumulated depreciation and amortization | (14,723,292) | (13,053,643) |
Total property and equipment | 13,051,375 | 17,351,626 |
Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 30,518,768 | 32,867,864 |
Less: accumulated depreciation and amortization | (15,496,091) | (13,548,662) |
Total property and equipment | $ 15,022,677 | 19,319,202 |
Automobiles [Member] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Automobiles [Member] | Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 0 | 0 |
Automobiles [Member] | Excluding Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 37,428 | 80,860 |
Automobiles [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 37,428 | 80,860 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Furniture and Fixtures [Member] | Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 29,605 | 32,831 |
Furniture and Fixtures [Member] | Excluding Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 253,782 | 248,383 |
Furniture and Fixtures [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 283,387 | 281,214 |
Technology Equipment [Member] | Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 63,216 | 58,652 |
Technology Equipment [Member] | Excluding Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 22,927,827 | 23,845,842 |
Technology Equipment [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 22,991,043 | 23,904,494 |
Technology Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Technology Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Software and Software Development Costs [Member] | Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 2,255,695 | 1,724,243 |
Software and Software Development Costs [Member] | Excluding Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 3,651,222 | 2,832,121 |
Software and Software Development Costs [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 5,906,917 | 4,556,364 |
Construction in Progress [Member] | Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 395,585 | 646,869 |
Construction in Progress [Member] | Excluding Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 904,408 | 3,398,063 |
Construction in Progress [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 1,299,993 | $ 4,044,932 |
Property And Equipment (Detai66
Property And Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Capitalized Computer Software, Additions | $ 4,142,089 | $ 4,674,199 |
Property, Plant and Equipment, Transfers and Changes | 5,697,792 | |
Property Plant And Equipment Other Transfers And Projects Cancelled | 158,089 | |
Property, Plant and Equipment, Additions | 4,239,491 | |
Property Plant And Equipment Net Effect Of Adjustment | 72,262 | |
Impairment of Long-Lived Assets Held-for-use | 2,681,407 | 0 |
Other Transfers And Projects Cancelled | 138,869 | |
Technology Equipment [Member] | ||
Property, Plant and Equipment, Transfers and Changes | 3,893,226 | |
Property, Plant and Equipment, Additions | 3,465,620 | |
Software and Software Development Costs [Member] | ||
Capitalized Computer Software, Additions | 4,674,199 | |
Property, Plant and Equipment, Transfers and Changes | 1,804,566 | |
Property, Plant and Equipment, Additions | $ 773,871 | |
Projects [Member] | ||
Impairment of Long-Lived Assets Held-for-use | $ 656,643 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 13,946,235 | $ 16,215,127 |
Less: Accumulated amortization | (430,333) | (1,165,856) |
Total intangible assets, Net | 258,630 | 704,667 |
Customer Contracts, Licenses , Interconnect Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 688,963 | 1,870,523 |
ValidSoft IP & Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 13,257,272 | 14,344,604 |
Less: Accumulated amortization | $ (10,663,602) | (9,973,063) |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Maximum [Member] | Customer Contracts, Licenses , Interconnect Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Maximum [Member] | ValidSoft IP & Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum [Member] | Customer Contracts, Licenses , Interconnect Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Minimum [Member] | ValidSoft IP & Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 12,930,083 | 14,344,604 |
Less: Accumulated amortization | 0 | 0 |
Total intangible assets, Net | 2,593,670 | 4,371,541 |
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Customer Contracts, Licenses , Interconnect Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 0 | 0 |
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ValidSoft IP & Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 12,930,083 | 14,344,604 |
Less: Accumulated amortization | (10,336,413) | (9,973,063) |
Excluding Assets Held For Sale [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,016,152 | 1,870,523 |
Less: Accumulated amortization | (430,333) | (1,165,856) |
Total intangible assets, Net | 258,630 | 704,667 |
Excluding Assets Held For Sale [Member] | Customer Contracts, Licenses , Interconnect Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 688,963 | 1,870,523 |
Excluding Assets Held For Sale [Member] | ValidSoft IP & Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 327,189 | 0 |
Less: Accumulated amortization | $ (327,189) | $ 0 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - Customer Contracts Licenses Interconnect And Technology [Member] | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 158,037 |
2,017 | 56,815 |
2,018 | 43,778 |
2,019 | 0 |
2020 and thereafter | $ 0 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets Adjusted | $ 446,037 | |
Impairment of Intangible Assets, Finite-lived | $ 130,502 |
Long Lived Assets held for Sa70
Long Lived Assets held for Sale (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Long Lived Assets Held-for-sale [Line Items] | ||
Total property and equipment | $ 13,051,375 | $ 17,351,626 |
Intangible assets | 13,946,235 | 16,215,127 |
Less: Accumulated amortization | (430,333) | (1,165,856) |
Total intangible Assets | 258,630 | 704,667 |
Total Assets Held for Sale | 4,564,972 | 6,339,117 |
Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Gross | 2,744,101 | 2,462,595 |
Less: accumulated depreciation | (772,799) | (495,019) |
Total property and equipment | 1,971,302 | 1,967,576 |
Less: Accumulated amortization | (10,336,413) | (9,973,063) |
Total intangible Assets | 2,593,670 | 4,371,541 |
Property & Equipment and Intangible Assets | 15,674,184 | 16,807,199 |
Less: accumulated depreciation and amortization | (11,109,212) | (10,468,082) |
Total Assets Held for Sale | $ 4,564,972 | 6,339,117 |
Maximum [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Expected useful lives of intangible assets | 10 years | |
Minimum [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Expected useful lives of intangible assets | 3 years | |
IP and Technology [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Intangible assets | $ 12,930,083 | 14,344,604 |
IP and Technology [Member] | Maximum [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Expected useful lives of intangible assets | 10 years | |
IP and Technology [Member] | Minimum [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Expected useful lives of intangible assets | 3 years | |
Furniture and Fixtures [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Furniture and Fixtures [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Property, Plant and Equipment, Gross | $ 29,605 | 32,831 |
Technology Equipment [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Gross | $ 63,216 | 58,652 |
Technology Equipment [Member] | Maximum [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Technology Equipment [Member] | Maximum [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Technology Equipment [Member] | Minimum [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Technology Equipment [Member] | Minimum [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Software and Software Development Costs [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Software and Software Development Costs [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Property, Plant and Equipment, Gross | $ 2,255,695 | 1,724,243 |
Automobiles [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Property, Plant and Equipment, Gross | $ 0 | 0 |
Construction in Progress [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Gross | $ 395,585 | $ 646,869 |
Goodwill (Details)
Goodwill (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill | $ 3,027,422 | $ 3,352,264 |
ValidSoft Ltd [Member] | ||
Goodwill | 2,659,866 | 2,964,423 |
Morodo Limited [Member] | ||
Goodwill | 177,155 | 197,440 |
Tenicity LLC [Member] | ||
Goodwill | $ 190,401 | $ 190,401 |
Accounts payable and Customer72
Accounts payable and Customer Deposits (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts payable | $ 2,574,425 | $ 1,795,240 |
Customer deposits | 65,438 | 60,774 |
Total Accounts payable and Customer Deposits | $ 2,639,863 | $ 1,856,014 |
Deferred Revenue (Details Textu
Deferred Revenue (Details Textual) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Short term deferred revenue, Current | $ 1,259,545 | $ 8,813,385 |
Non-current portion of deferred revenue | 1,066,687 | 2,434,257 |
Deferred revenue | $ 2,326,232 | $ 11,247,642 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Selling, General & Administrative expenses | $ 3,648,920 | $ 1,863,020 |
Accrued cost of service | 297,370 | 291,553 |
Accrued taxes (including VAT) | 708,002 | 570,616 |
Accrued interest payable | 199,104 | 1,184,418 |
Other accrued expenses | 178,316 | 152,045 |
Total accrued expenses | $ 5,031,712 | $ 4,061,652 |
Accrued Expenses (Details Textu
Accrued Expenses (Details Textual) | Dec. 31, 2015USD ($) |
Accrued Income Taxes, Current | $ 6,290 |
9% Unsecured Subordinated Con76
9% Unsecured Subordinated Convertible Promissory Note (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | ||
Total | $ (6,500,000) | $ (12,000,000) |
Net Liability | (5,580,277) | $ (10,518,228) |
Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (1,275,000) | |
Total | (231,964) | |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Total, Amortization | (6,865) | |
Convertible Note Principal Amount, Net Liability | (1,275,000) | |
Net Liability | (238,829) | |
First Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (920,000) | |
Total | (182,329) | |
Second Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (355,000) | |
Total | (49,635) | |
Investor Warrants [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 546,945 | |
Debt Discounts & Financing Costs, Total Amortizations | (3,396) | |
Debt Discounts & Financing Costs, Net Liability | 543,549 | |
Investor Warrants [Member] | First Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 382,260 | |
Investor Warrants [Member] | Second Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 164,685 | |
7% Agent Warrants(@$0.30) [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 48,836 | |
Debt Discounts & Financing Costs, Total Amortizations | (374) | |
Debt Discounts & Financing Costs, Net Liability | 48,462 | |
7% Agent Warrants(@$0.30) [Member] | First Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 34,262 | |
7% Agent Warrants(@$0.30) [Member] | Second Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 14,574 | |
7% Agent Warrants(@$0.45) [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 38,286 | |
Debt Discounts & Financing Costs, Total Amortizations | (157) | |
Debt Discounts & Financing Costs, Net Liability | 38,129 | |
7% Agent Warrants(@$0.45) [Member] | First Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 26,758 | |
7% Agent Warrants(@$0.45) [Member] | Second Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 11,528 | |
Conversion Feature value [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 215,594 | |
Debt Discounts & Financing Costs, Total Amortizations | (1,435) | |
Debt Discounts & Financing Costs, Net Liability | 214,159 | |
Conversion Feature value [Member] | First Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 143,091 | |
Conversion Feature value [Member] | Second Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 72,503 | |
Financing Costs [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 193,375 | |
Debt Discounts & Financing Costs, Total Amortizations | (1,503) | |
Debt Discounts & Financing Costs, Net Liability | 191,872 | |
Financing Costs [Member] | First Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 151,300 | |
Financing Costs [Member] | Second Closing [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | $ 42,075 |
9% Unsecured Subordinated Con77
9% Unsecured Subordinated Convertible Promissory Note (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 18, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | ||
Proceeds from Issuance of Debt | $ 355,000 | ||
Deferred Finance Costs, Net | $ 343,130 | $ 682,878 | |
Private Placement [Member] | |||
Short-term Debt [Line Items] | |||
Private Placement Offering Units Authorized | $ 4,200,000 | ||
Private Placement Offering Units Authorized Units | 140 | ||
Percentage of Cash Fee of Gross Proceeds In private Placement Offering | 7.00% | ||
Percentage of Non Accountable Expense Of Gross Proceeds In private Placement Offering | 1.00% | ||
Percentage of Shares of Warrant To Purchase Stock1 | 7.00% | ||
Offering Exercise Price Per Share1 | $ 0.30 | ||
Percentage of Shares of Warrant To Purchase Stock 2 | 7.00% | ||
Offering Exercise Price Per Share 2 | $ 0.45 | ||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||
Debt Instrument, Face Amount | $ 30,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | (100,000) | ||
Debt Instrument, Convertible, Conversion Price | $ 0.30 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | ||
Debt Instrument, Unamortized Discount | $ 849,660 | ||
Deferred Finance Costs, Net | $ 193,375 | ||
Class Of Warrant Or Right Term | 5 years | ||
Private Placement [Member] | First Closing [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from Issuance of Debt | $ 768,700 | ||
Noninterest Expense Commission Expense | 73,600 | ||
Noninterest Expense Transfer Agent and Custodian Fees | 77,700 | ||
Private Placement [Member] | Second Closing [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from Issuance of Debt | 272,425 | ||
Noninterest Expense Commission Expense | 28,400 | ||
Noninterest Expense Transfer Agent and Custodian Fees | 54,175 | ||
Note Warrant [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 1,275,000 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,250,000 |
Warrant and Conversion Featur78
Warrant and Conversion Feature Liabilities (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt instrument, convertible, beneficial conversion feature | $ | $ 215,594 |
Debt conversion, converted instrument, amount | $ | 260,398 |
Derivative liability | $ | 685,220 |
Financial liabilities fair value disclosure | $ | 634,067 |
Convertible Notes Payable [Member] | Investor Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Derivative liability | $ | 591,473 |
Convertible Notes Payable [Member] | Agent Warrants One [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Derivative liability | $ | 52,344 |
Convertible Notes Payable [Member] | Agent Warrants Two [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Derivative liability | $ | $ 41,403 |
Convertible Debt [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 9,095,000 |
Convertible Debt [Member] | Investor Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 4,250,000 |
Derivative liability | $ | $ 546,945 |
Convertible Debt [Member] | Agent Warrants One [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 297,500 |
Derivative liability | $ | $ 48,836 |
Convertible Debt [Member] | Agent Warrants Two [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 297,500 |
Derivative liability | $ | $ 38,286 |
Convertible Debt [Member] | Convertible Notes Payable [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 4,250,000 |
First Closing [Member] | Convertible Debt [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 6,562,668 |
First Closing [Member] | Convertible Debt [Member] | Investor Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 3,066,667 |
First Closing [Member] | Convertible Debt [Member] | Agent Warrants One [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 214,667 |
First Closing [Member] | Convertible Debt [Member] | Agent Warrants Two [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 214,667 |
First Closing [Member] | Convertible Debt [Member] | Convertible Notes Payable [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 3,066,667 |
Second Closing [Member] | Convertible Debt [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 2,532,332 |
Second Closing [Member] | Convertible Debt [Member] | Investor Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 1,183,333 |
Second Closing [Member] | Convertible Debt [Member] | Agent Warrants One [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 82,833 |
Second Closing [Member] | Convertible Debt [Member] | Agent Warrants Two [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 82,833 |
Second Closing [Member] | Convertible Debt [Member] | Convertible Notes Payable [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt conversion, converted instrument, warrants or options issued | 1,183,333 |
Warrant and Conversion Featur79
Warrant and Conversion Feature Liabilities (Details Textual) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Warrants Issued | shares | 100,000 |
Warrants Price Per Unit | $ | $ 30,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 |
7% Agent Warrants One | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.30 |
7% Agent Warrants Two | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 |
The 2014 10% Term Loan Agreem80
The 2014 10% Term Loan Agreement (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
2014 Libor +11% +10% 3rd Party Loan (principal amount) | $ 6,500,000 | $ 12,000,000 |
Less: | ||
Deferred Financing Costs | (343,130) | (682,878) |
Debt Discount - Original Issue Discount | (132,567) | (365,231) |
Debt Discount - Warrants | (501,202) | (433,663) |
Deferred Exit Fee | 57,176 | 0 |
Long-term Debt, Total | $ 5,580,277 | $ 10,518,228 |
The 2014 10% Term Loan Agreem81
The 2014 10% Term Loan Agreement (Details Textual) | Jul. 09, 2015USD ($)$ / sharesshares | Jun. 22, 2015USD ($) | Nov. 17, 2014USD ($)$ / shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015EUR (€)shares | Dec. 31, 2014USD ($) | Dec. 31, 2015EUR (€)shares | Jun. 30, 2015USD ($) |
Debt Instrument Unamortized Discount Excluding Warrant Related Discount | $ 132,567 | $ 365,231 | ||||||
Repayments of Debt | $ 6,500,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.45 | |||||||
Proceeds from Issuance of Debt | $ 355,000 | |||||||
Repayments of Secured Debt | 5,500,000 | 0 | ||||||
Long-term Debt, Gross | 6,500,000 | 12,000,000 | ||||||
Debt Instrument Unamortized Discount Warrants | 501,202 | $ 433,663 | ||||||
Debt Conversion, Converted Instrument, Amount | 260,398 | |||||||
Warrant [Member] | ||||||||
Repayments of Debt | 452,629 | |||||||
Debt Instrument Unamortized Discount Warrants | $ 452,629 | |||||||
18-Month-Term Warrant [Member] | ||||||||
Share Price | $ / shares | $ 0.36 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 0.38 | |||||||
Class Of Warrant Or Right Spread On Market Price | $ / shares | $ 0.02 | |||||||
Class Of Warrant Or Right Term | 18 months | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,000,000 | |||||||
30-Month-Term Warrant [Member] | ||||||||
Share Price | $ / shares | $ 0.36 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 0.38 | |||||||
Class Of Warrant Or Right Spread On Market Price | $ / shares | $ 0.02 | |||||||
Class Of Warrant Or Right Term | 30 months | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 2,000,000 | |||||||
2014 10% Term Loan Agreement [Member] | ||||||||
Debt Instrument Increase In Basis Spread On Variable Rate1 | 2.00% | |||||||
Debt Instrument Basis Spread On Variable Rate Before Adjustment | 12.00% | |||||||
Debt Instrument, Basis Spread on Variable Rate | 11.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||
Debt Instrument Unamortized Discount Excluding Warrant Related Discount | $ 380,000 | $ 132,567 | $ 365,231 | |||||
Repayments of Debt | $ 5,700,000 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,500,000 | |||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% | |||||||
Proceeds from Issuance of Debt | 4,500,000 | |||||||
Repayments of Secured Debt | $ 9,927,333 | 5,500,000 | ||||||
Convertible Note Principal Amount, Net Liability | 6,500,000 | $ 2,072,667 | ||||||
Repayments of Senior Debt, Total | 10,100,000 | 10,100,000 | ||||||
Early Repayment of Senior Debt | 5,500,000 | |||||||
Maturities of Senior Debt | 4,427,333 | |||||||
Long-term Debt, Gross | $ 12,600,000 | 6,500,000 | ||||||
Debt Instrument Unamortized Discount Warrants | $ 451,146 | |||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | libor | libor | libor | ||||
Debt Instrument, Maturity Date | Dec. 31, 2017 | Dec. 31, 2017 | ||||||
Corbin Mezzanine Fund ILP [Member] | 2014 10% Term Loan Agreement [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,157,895 | 1,157,895 | ||||||
Convertible Note Two [Member] | ||||||||
Class Of Warrant Or Right Term | 3 years | 3 years | ||||||
Convertible Note Two [Member] | 2014 10% Term Loan Agreement [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.93 | $ 0.93 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,000,000 | 1,000,000 | ||||||
Debt Instrument Percentage Of Principal Amount Repurchased | 50.00% | 50.00% | ||||||
Debt Instrument, Repurchase Amount | $ 3,114,066 | € 2,498,849 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,817,993 | 2,817,993 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 2,499,951 | € 2,000,000 | ||||||
Convertible Note Two [Member] | 2014 10% Term Loan Agreement [Member] | Warrant [Member] | ||||||||
Debt Instrument Percentage Of Principal Amount Repurchased | 50.00% | 50.00% |
Registered Direct Offering an82
Registered Direct Offering and Warrant Liabilities (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | |
Proceeds From Issuance Or Sale Of Equity Net Of Costs | $ 11,292,500 | ||
Value Covered By Registration Statement | 75,000,000 | ||
Proceeds from Issuance or Sale of Equity, Total | 12,000,000 | ||
Payments of Stock Issuance Costs | $ 707,500 | ||
Class of Warrant or Right, Outstanding | 12,926,554 | 29,628,865 | |
Warrants and Rights Outstanding | $ 945,618 | $ 2,087,992 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | ||
Number Of Common Stock Shares Issued Upon Exercise Of Warrants | 4,029,738 | ||
Investors [Member] | |||
Class Of Warrant Or Right Issued | 7,841,537 | 7,841,537 | |
Class of Warrant or Right, Outstanding | 4,250,000 | 2,892,857 | |
Warrants and Rights Outstanding | $ 2,087,992 | ||
Stock Issued During Period, Shares, New Issues | 17,425,621 | ||
Class Of Warrant Or Right Term | 5 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.887 | ||
Class Of Warrant Or Right Term Allowing Put Of Warrants | 90 days | ||
Class Of Warrant Or Right Consecutive Number Of Trading Days | 20 days | ||
Class Of Warrant Or Right Exercised | 5,131,965 | ||
Number Of Common Stock Shares Issued Upon Exercise Of Warrants | 4,102,792 | ||
Class Of Warrant Or Right Minimum Average Trading Volume | $ 350,000 | ||
Placement Agent [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.853 | ||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 183,284 |
Obligations under Capital Lea83
Obligations under Capital Leases (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Total | $ 1,058,822 | $ 3,195,176 |
Less: accumulated depreciation and amortization | (495,888) | (527,841) |
Total | 562,934 | 2,667,335 |
Software Licenses [Member] | ||
Total | 867,663 | 1,611,507 |
Network Equipment Member [Member] | ||
Total | 0 | 1,449,343 |
Property, Plant and Equipment, Other Types [Member] | ||
Total | $ 191,159 | $ 134,326 |
Obligations under Capital Lea84
Obligations under Capital Leases (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Capital Lease Obligations, Current | $ 310,403 | $ 1,831,050 |
Capital Lease Obligations, Noncurrent | $ 5,621 | $ 272,460 |
Capital Lease Obligations [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 8.65% | |
Capital Lease Obligations [Member] | Maximum [Member] | ||
Debt Instrument, Term | 3 years | |
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |
Capital Lease Obligations [Member] | Minimum [Member] | ||
Debt Instrument, Term | 2 years |
Other long term payable (Detail
Other long term payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Arrangement with creditor | $ 317,222 | $ 445,257 |
Less: Short-term portion (recorded in Accrued Expenses and Other Payables) | (56,932) | |
Total | $ 260,290 | $ 354,880 |
Other long term payable (Deta86
Other long term payable (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other Long-term Debt | $ 445,257 | $ 317,222 |
Other Long-term Debt, Noncurrent | $ 354,880 | $ 260,290 |
Other Long term Debt Current And Non current Repayment Term | 72 months |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative Liabilities | ||
Derivative Liability | $ 685,220 | |
Fair Value, Measurements, Recurring [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 945,618 | $ 2,087,992 |
Fair Value, Measurements, Recurring [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 260,398 | |
Fair Value, Measurements, Recurring [Member] | Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 685,220 | 2,087,992 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 945,618 | 2,087,992 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 260,398 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | $ 685,220 | $ 2,087,992 |
Fair Value Measurements (Deta88
Fair Value Measurements (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Assumptions, Expected Term | 5 years |
Fair Value Assumptions, Expected Volatility Rate | 135.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 12,926,554 | 29,628,865 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | |
Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 12,907,895 | 29,610,206 |
Warrants - Other [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 18,659 | 18,659 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.21 | |
Class Of Warrant Or Right Expiration Date | Dec. 31, 2016 | |
Maximum [Member] | Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.95 | |
Class Of Warrant Or Right Expiration Date | Dec. 31, 2019 | |
Minimum [Member] | Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.380 | |
Class Of Warrant Or Right Expiration Date | Dec. 31, 2015 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Jul. 09, 2015 | Nov. 17, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | ||
Common Stock, Shares, Issued | 161,376,387 | 154,671,258 | ||
Common Stock, Shares, Outstanding | 161,376,387 | 154,671,258 | ||
Stock Issued During Period, Shares, Period Increase (Decrease) | 6,705,129 | |||
Number Of Common Stock Shares Issued Upon Exercise Of Warrants | 4,029,738 | |||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.45 | |||
Number Of Shares Issued According To Stock Transfer Agent | 161,622,287 | |||
Shares Issued Difference | 245,900 | |||
Unreturned Shares From Cancelled Acquisitions | 233,900 | |||
Shares Issued Under Employee Benefits Plan Treasury Shares | 12,000 | |||
Class of Warrant or Right, Outstanding | 12,926,554 | 29,628,865 | ||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | ||
Thirty Month Term Warrant [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.38 | |||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000,000 | |||
Class Of Warrant Or Right Term | 30 months | |||
Eighteen Month Term Warrant [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.38 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | |||
Class Of Warrant Or Right Term | 18 months | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 8,668 | |||
Corbin Mezzanine Fund ILP [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.95 | |||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |||
Warrant Expiration Date | Nov. 17, 2016 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,157,895 | |||
Investors [Member] | ||||
Number Of Common Stock Shares Issued Upon Exercise Of Warrants | 4,102,792 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.887 | |||
Class of Warrant or Right, Outstanding | 4,250,000 | 2,892,857 | ||
Issuance Of Warrant Liabilities | $ 685,220 | |||
Class Of Warrant Or Right Term | 5 years | |||
Officers And Directors [Member] | ||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 2,666,723 | |||
Placement Agents [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.6235 | |||
Common Stock [Member] | ||||
Common Stock, Shares, Outstanding | 161,376,387 | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 2,666,723 | 443,625 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 8,668 | 621,638 |
Non-controlling Interest (Detai
Non-controlling Interest (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity Attributable to Noncontrolling Interest | $ 8,882 | $ 9,321 |
Elephant Talk Communications Prs United Kingdom Limited [Member] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 8,882 | $ 9,321 |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% |
Basic and diluted net loss pe92
Basic and diluted net loss per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 53,040,631 | 69,684,945 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,250,000 | 0 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,926,554 | 29,628,865 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 35,864,077 | 40,056,080 |
Option Compensation Plan and 93
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number registered | 10,000,000 | 23,000,000 | 18,000,000 | 5,000,000 | |
Total Registered under this plan | 56,000,000 | ||||
Shares Issued Since Inception Of Plan | 2,382,110 | ||||
Issued and Outstanding | 35,864,077 | ||||
Available for grant at December 31, 2015: | 13,136,059 | ||||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 8,668 | ||||
Consultant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares Issued Since Inception Of Plan | 325,000 | ||||
Directors And Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares Issued Since Inception Of Plan | 4,292,754 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,666,723 |
Option Compensation Plan and 94
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 35,864,077 | |
2008 Long-Term Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 40,056,080 | 34,479,773 |
Number of Options, Granted | 15,329,642 | 8,251,685 |
Number of Options, Exercised (with delivery of shares) | (8,668) | (621,638) |
Number of Options, Forfeitures (Pre-vesting) | (13,195,616) | (975,649) |
Number of Options, Expirations (Post-vesting) | (6,317,361) | (1,078,091) |
Number of Options, Exchanged for Cashless exercise | 0 | 0 |
Number of Options, Outstanding | 35,864,077 | 40,056,080 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 1.32 | $ 1.47 |
Weighted Average Exercise Price, Granted (in dollars per share) | 0.57 | 1.21 |
Weighted Average Exercise Price, Exercised (with delivery of shares) (in dollars per share) | 0.68 | 0.75 |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | 1.05 | 1.54 |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | 1.74 | 1.94 |
Weighted Average Exercise Price, Exchanged for Cashless exercise | 0 | 0 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 1.15 | $ 1.32 |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 30,737,254 | $ 27,784,973 |
Initial Fair Market Value (Outstanding Options), Granted | 4,635,518 | 5,187,826 |
Initial Fair Market Value (Outstanding Options), Exercised (with delivery of shares) | (2,451) | (195,803) |
Initial Fair Market Value (Outstanding Options), Forfeitures (Pre-vesting) | (9,425,694) | (872,761) |
Initial Fair Market Value (Outstanding Options), Expirations (Post-vesting) | (4,730,900) | (1,166,981) |
Initial Fair Market Value (Outstanding Options), Exchanged for Cashless exercise | 0 | 0 |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 21,213,727 | $ 30,737,254 |
Option Compensation Plan and 95
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options Outstanding | |||
Total Options Outstanding | 35,864,077 | ||
Unvested Options | |||
Forfeiture rate used for this period ending (staff only) | 16.30% | 11.80% | |
2008 Long-Term Incentive Plan [Member] | |||
Grants | |||
During the year | 15,329,642 | 8,251,685 | |
Weighted Average Annual Volatility | 81.00% | 86.00% | |
Weighted Average Cumulative Volatility | 160.00% | 150.00% | |
Weighted Average Contractual Life of grants (Years) | 4 years 5 months 1 day | 4 years 3 months 29 days | |
Weighted Average Expected Life of grants (Years) | 3 years 11 months 19 days | 3 years 3 months 11 days | |
Weighted Average Risk Free Interest Rate | 1.3513% | 0.9332% | |
Dividend yield | 0.00% | 0.00% | |
Weighted Average Fair Value at Grant-date | $ 0.302 | $ 0.656 | |
Options Outstanding | |||
Total Options Outstanding | 35,864,077 | 40,056,080 | 34,479,773 |
Weighted Average Remaining Contractual Life (Years) | 2 years 9 months 29 days | 3 years 8 months 16 days | |
Weighted Average Remaining Expected Life (Years) | 2 years 3 months 22 days | 3 years 4 days | |
Weighted Average Exercise Price | $ 1.15 | $ 1.32 | $ 1.47 |
Aggregate Intrinsic Value | $ (31,501,167) | $ (23,046,653) | |
Options Exercisable | |||
Total Options Exercisable | 21,661,426 | 22,856,509 | |
Weighted Average Exercise Price | $ 1.47 | $ 1.58 | |
Weighted Average Remaining Contractual Life (Years) | 1 year 11 months 5 days | 2 years 8 months 26 days | |
Aggregate Intrinsic Value | $ (25,956,834) | $ (17,120,707) | |
Unvested Options | |||
Total Unvested Options | 14,202,651 | 17,199,571 | |
Weighted Average Exercise Price | $ 0.66 | $ 1.18 | |
Forfeiture rate used for this period ending (staff only) | 16.26% | 11.764% | |
Options expected to vest | |||
Number of options expected to vest corrected by forfeiture | 12,451,193 | 16,446,707 | |
Unrecognized stock-based compensation expense | $ 3,636,518 | $ 9,655,125 | |
Weighting Average remaining contract life (Years) | 4 years 3 months 4 days | 5 years 1 month 13 days | |
Exercises | |||
Total shares delivered/issued | 8,668 | 621,638 | |
Weighted Average Exercise Price | $ 0.68 | $ 0.75 | |
Intrinsic Value of Options Exercised | $ 1,052 | $ 288,144 | |
2008 Long-Term Incentive Plan [Member] | In Money Options [Member] | |||
Options Outstanding | |||
Aggregate Intrinsic Value | 52,500 | 1,342,659 | |
Options Exercisable | |||
Aggregate Intrinsic Value | $ 0 | $ 581,485 |
Option Compensation Plan and 96
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 3,481,908 | $ 3,888,275 |
Consultancy Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 113,125 | 143,838 |
Directors and Officers (shares and options) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 2,266,704 | 315,830 |
Employees (shares and options) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 1,102,079 | $ 3,428,607 |
Option Compensation Plan and 97
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 10,000,000 | 23,000,000 | 18,000,000 | 5,000,000 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Vested Forfeiture Rate | 16.30% | 11.80% | |||
Allocated Share-based Compensation Expense | $ 3,481,908 | $ 3,888,275 | |||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | $ 113,125 | ||||
2008 Long-Term Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,675,391 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 15,329,642 | 8,251,685 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.57 | $ 1.21 | |||
Share Based Compensation Arrangements By Share Based Payment Award Options Grants In Period Fair Value | $ 4,635,518 | $ 5,187,826 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 160.00% | 150.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 81.00% | 86.00% | |||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Contractual Life | 4 years 5 months 1 day | 4 years 3 months 29 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years 11 months 19 days | 3 years 3 months 11 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.3513% | 0.9332% | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 3,636,518 | $ 9,655,125 | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Vested Forfeiture Rate | 16.26% | 11.764% | |||
Allocated Share-based Compensation Expense | $ 3,368,782 | $ 3,744,437 | |||
Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 23,000,000 | 5,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 8,668 | ||||
Common Stock [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 5,000,000 | ||||
Common Stock [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 10,000,000 | 23,000,000 | |||
Consultant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated Share-based Compensation Expense | $ 113,125 | $ 143,838 | |||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 300,000 | ||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | $ 271,350 | ||||
Management [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,666,723 | ||||
Restricted Stock [Member] | 2008 Long-Term Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated Share-based Compensation Expense | $ 113,125 | $ 143,838 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Line Items] | ||
Domestic | $ (6,939,848) | $ (9,725,694) |
Foreign | 1,916,388 | (11,919,292) |
Total loss before income tax provision | $ (5,023,460) | $ (21,644,986) |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | (17,225) | 216,931 |
Current Income Tax Expense (Benefit), Total | (17,225) | 216,931 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Income tax (benefit)/ expense | $ (17,225) | $ 216,931 |
Income taxes (Details 2)
Income taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Line Items] | ||
Tax expense (credit) at statutory rate federal | 34.00% | 34.00% |
State tax expense net of federal tax | 0.00% | 0.00% |
Foreign income tax rate difference | (7.00%) | (7.00%) |
Change in valuation allowance | (298.00%) | (25.50%) |
Other | 0.00% | 0.00% |
Income tax (benefit)/ expense | (2.80%) | (1.50%) |
Income taxes (Details 3)
Income taxes (Details 3) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net Operating Losses | $ 41,191,934 | $ 39,804,723 |
Total gross deferred tax assets | 41,191,934 | 39,804,723 |
Less: valuation allowance | (41,191,934) | (39,804,723) |
Net deferred tax assets | $ 0 | $ 0 |
Income taxes (Details Textual)
Income taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 157,000,000 | $ 155,000,000 |
Liability for Uncertain Tax Positions, Current | 0 | 0 |
Income Tax Expense (Benefit) | (17,225) | 216,931 |
Federal And State Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 45,000,000 | $ 42,000,000 |
Operating Loss Carryforwards, Limitations on Use | expire in 2018 | |
Foreign Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 112,000,000 | |
Operating Loss Carryforwards, Limitations on Use | expire in 2015 |
Contingencies (Details Textual)
Contingencies (Details Textual) | 12 Months Ended | ||
Dec. 31, 2015USD ($)Notesshares | Dec. 31, 2004USD ($) | May. 24, 2004shares | |
Loss Contingencies [Line Items] | |||
Shares Issued Pursuant To Agreement | shares | 5,100,000 | ||
Shares Issued Value Pursuant To Agreement | $ 683,400 | ||
Contracts And Purchase Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Shares Issued Pursuant To Agreement | shares | 204,000 | ||
Number Of Shares Received | shares | 90,100 | ||
Number Of Notes | Notes | 37 | ||
Convertible Note Principal Amount, Net Liability | $ 3,600,000 | ||
Contracts And Purchase Agreement [Member] | Returned [Member] | |||
Loss Contingencies [Line Items] | |||
Number Of Notes | Notes | 21 | ||
Debt Instrument Returned | $ 2,040,000 | ||
Contracts And Purchase Agreement [Member] | Unreturned [Member] | |||
Loss Contingencies [Line Items] | |||
Number Of Notes | Notes | 18 | ||
Common Stock Shares Unreturned | shares | 113,900 | ||
Common Stock Value Unreturned | $ 381,565 | ||
Debt Instrument Unreturned | $ 1,740,000 |
Geographic Information (Details
Geographic Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from unaffiliated customers | $ 31,015,453 | $ 20,356,447 |
Identifiable assets | 25,392,386 | 44,238,120 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from unaffiliated customers | 13,034,020 | 13,490,366 |
Identifiable assets | 22,269,243 | 36,867,194 |
Other Foreign Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from unaffiliated customers | 17,981,433 | 6,866,081 |
Identifiable assets | $ 3,123,143 | $ 7,370,926 |
Concentrations (Details Textual
Concentrations (Details Textual) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Customer One [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 60.00% | |
Customer One [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 50.00% | 50.00% |
Customer Two [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 33.00% | 25.00% |
Customer Two [Member] | Unbilled Revenues [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 25.00% |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Jul. 15, 2014 | May. 29, 2014 | Mar. 17, 2014 | Dec. 31, 2015 | Dec. 31, 2009 |
Related Party Transaction [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | ||||
Convertible Note One [Member] | |||||
Related Party Transaction [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.70 | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.70 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 4,238,501 | ||||
July Warrant [Member] | |||||
Related Party Transaction [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.9228 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||
Warrant Expiration Date | Jul. 15, 2019 | ||||
Warrants Issued at $1.00 Exercise Price | Affiliated Entity [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period Shares Warrants Exercised | 5,332,383 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.70 | $ 1 | |||
Proceeds from Warrant Exercises | $ 3,700,000 | ||||
Yves Van Sante [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 80,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) | 1 Months Ended | 2 Months Ended | |||||||
Mar. 21, 2016USD ($)$ / shares$ / Warrantsshares | Mar. 21, 2016USD ($)$ / sharesshares | Feb. 29, 2016USD ($) | Feb. 18, 2016USD ($) | Dec. 18, 2015USD ($)$ / shares | Feb. 19, 2016USD ($)$ / shares$ / Warrantsshares | Jan. 19, 2016USD ($) | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014$ / shares | |
Subsequent Event [Line Items] | |||||||||
Class of Warrant or Rights Expiration Period | 5 years | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.00001 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.45 | ||||||||
Private Placement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 30,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | 0.30 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.45 | ||||||||
Percentage of Cash Fee of Gross Proceeds In private Placement Offering | 7.00% | ||||||||
Percentage of Shares of Warrant To Purchase Stock1 | 7.00% | ||||||||
Percentage of Non Accountable Expense Of Gross Proceeds In private Placement Offering | 1.00% | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payments of Working Capital Requirements | $ 200,000 | ||||||||
Working Capital Payments Due Actual | $ 281,250 | 281,250 | |||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Private Placement Offering, Number of Units Sold | $ / Warrants | 41 | 45.57 | |||||||
Percentage of Pay Back for Investors | 10.00% | ||||||||
Private Placement Offering Authorized Amount | $ 4,200,000 | $ 4,200,000 | $ 4,200,000 | ||||||
Private Placement Offering, Units Price | 30,000 | 30,000 | |||||||
Class of Warrant or Rights Expiration Period | 5 years | ||||||||
Proceeds from Issuance of Private Placement | $ 1,231,000 | $ 1,367,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | (100,000) | (100,000) | (100,000) | ||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.30 | 0.30 | $ 0.45 | ||||||
Percentage of Cash Fee of Gross Proceeds In private Placement Offering | 7.00% | 7.00% | |||||||
Percentage of Shares of Warrant To Purchase Stock1 | 7.00% | 7.00% | |||||||
Percentage of Non Accountable Expense Of Gross Proceeds In private Placement Offering | 1.00% | 1.00% | |||||||
Payments of Debt Issuance Costs | $ 63,229 | $ 140,921 | |||||||
Subsequent Event [Member] | Private Placement [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.45 | 0.45 | $ 0.30 | ||||||
Subsequent Event [Member] | Private Placement [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.30 | $ 0.30 | $ 0.45 | ||||||
Subsequent Event [Member] | Nine Percent Unsecured Subordinated Convertible Promissory Note [Member] | Private Placement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 30,000 | $ 30,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.30 | $ 0.30 | |||||||
Five Lakhs Advance Payment [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||
One Point Five Million Advance [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | 1,500,000 | ||||||||
Cross River Initiatives LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 12,500,000 | ||||||||
Cross River Initiatives LLC [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Disposal Group, Including Discontinued Operation, Short Term Debt Consideration | $ 4,000,000 | ||||||||
Working Capital Payments, Periodic Amount | $ 67,750 | ||||||||
Working Capital Payments, Periodic Amount Due | $ 481,250 | $ 481,250 | |||||||
Disposal Group, Including Discontinued Operation, Consideration | 12,500,000 | $ 6,000,000 | |||||||
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | $ 8,000,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% |