Efactor (STDR) 10-Q 13 Nov 13 2013 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2013
Document and Entity Information:	'
Entity Registrant Name	'EFACTOR GROUP CORP.
Document Type	'10-Q
Document Period End Date	30-Sep-13
Amendment Flag	'false
Entity Central Index Key	'0001158694
Current Fiscal Year End Date	'--12-31
Entity Common Stock, Shares Outstanding	43,509,809
Entity Public Float	$43,509,809
Entity Filer Category	'Smaller Reporting Company
Entity Current Reporting Status	'Yes
Entity Voluntary Filers	'Yes
Entity Well-known Seasoned Issuer	'Yes
Document Fiscal Year Focus	'2013
Document Fiscal Period Focus	'Q3

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2013	Dec. 31, 2012
ASSETS	'	'
Cash	$69,048	$46,870
Accounts receivable, net of allowance for doubtful accounts of $2,097 and $2,097 as of September 30, 2013 and December 31, 2012 respectively	157,784	20,982
Other current assets	466,833	14,469
Total current assets	693,665	82,321
Property, website and equipment, net of accumulated depreciation of $1,038,262 and $827,619 as of September 30, 2013 and December 31, 2012 respectively	458,530	341,674
Goodwill	3,639,494	2,131,516
TOTAL ASSETS	4,791,689	2,555,511
Accounts payable	947,123	641,534
Accounts payable - related party	259,200	38,548
Accrued expenses	957,501	213,220
Operating line of credit	1,110,005	625,604
Deferred revenue	158,629	227,044
Current portion of other long-term obligation	39,668	'
Current portion of notes payable - third parties, net of discount of $17,022 and $-0- as of September 30, 2013 and December 31, 2012, respectively	217,135	101,932
Convertible notes payable - third parties, net of discount of $152,095 and $88,809 as of September 30, 2013 and December 31, 2012, respectively	669,172	276,809
Notes payable - related parties, net of discount of $6,135 and $62,101 as of September 30, 2013 and December 31, 2012, respectively	284,427	163,675
Total current liabilities	4,642,860	2,288,366
Other long-term obligation, net of current portion	127,390	'
Non-current portion of notes payable - third parties	14,870	18,544
Total non-current liabilities	142,260	18,544
TOTAL LIABILITIES	4,785,120	2,306,910
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 5,000,000 and -0- issued and outstanding as of September 30,2013 and December 31, 2012, respectively	5,000	5,000
Common stock, $0.001 par value, 175,000,000 shares authorized, 2,406,290 and 1,053,751 issued and outstanding at September 30, 2013 and December 31, 2012, respectively	2,406	1,054
Accumulated other comprehensive loss	-1,928	'
Additional paid-in capital	15,562,727	11,979,427
Accumulated deficit	-15,561,636	-11,736,880
Total stockholders' equity	6,569	248,601
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$4,791,689	$2,555,511

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenues {1}	'	'	'	'
Net revenues	$207,022	$139,819	$623,959	$234,495
Cost of revenue	61,141	103,121	119,497	112,516
Sales and marketing	39,702	53,662	208,210	115,400
General and administrative	690,682	1,568,262	2,515,082	2,709,483
Depreciation and amortization	27,479	91,952	208,567	277,255
Gain on forgiveness of liabilities	'	'	-84,829	'
Total operating expenses	819,004	1,816,997	2,966,527	3,214,654
Loss from operations	-611,982	-1,677,178	-2,342,568	-2,980,159
Interest expense	-145,932	-86,413	-455,329	-199,478
Loss on extinguishment of debt	-1,026,859	'	-1,026,859	'
Other income	'	8,858	'	8,858
Total other income (expense), net	-1,172,791	-77,555	-1,482,188	-190,620
Net loss	-1,784,773	-1,754,733	-3,824,756	-3,170,779
Basic and diluted net loss per common share	($0.74)	($2.30)	($1.74)	($4.46)
Weighted average common shares outstanding - basic and diluted	2,396,185	761,933	2,192,198	710,667
Comprehensive income (loss)	-1,784,773	-1,754,733	-3,824,756	-3,170,779
Foreign currency translation adjustment	-11,059	'	-1,928	'
Comprehensive loss	($1,795,832)	($1,754,733)	($3,826,684)	($3,170,779)

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'
Net income (loss)	($3,824,756)	($3,170,779)
Depreciation and amortization	208,567	277,255
Stock option expense	41,165	280,554
Amortization of debt discount and deferred financing fees	332,182	172,629
Loss on extinguishment of debt	1,026,859	'
Stock compensation expense	329,632	1,124,042
Gain on forgiveness of liabilities	-84,829	'
Changes in Accounts receivables	-87,602	5,016
Changes in Other current assets	-4,067	-10,295
Changes in Accounts payable	325,927	159,179
Changes in Accounts payable - related party	242,165	5,337
Changes in Accrued expenses	385,781	-65,962
Changes in Deferred revenue	-68,415	-21,155
Net cash used in operating activities	-1,177,391	-1,244,179
Cash acquired in reverse merger with Standard Drilling	851	'
Cash acquired in acquisition of MCC	23,593	'
Cash paid for acquisition of property, website and equipment	-313,820	-237,609
Net cash used in investing activities	-289,376	-237,609
Proceeds from notes payable	138,488	745,337
Proceeds from convertible notes payable	661,585	'
Proceeds from notes payable - related party	42,110	800
Proceeds from line of credit, net	484,401	'
Proceeds from issuance of shares	167,002	802,890
Repayment of notes payable - related party	-837	'
Repayment of notes payable	-1,876	-3,159
Net cash provided by financing activities	1,490,873	1,545,868
NET EFFECT OF EXCHANGE RATES ON CASH	-1,928	'
NET INCREASE IN CASH	22,178	64,080
CASH, BEGINNING BALANCE	46,870	11,259
CASH, ENDING BALANCE	69,048	75,339
Cash paid for interest	49,770	1,748
Debt discount	326,908	146,540
Acquisition of MCC	1,333,335	'
Shares issued as deferred financing fees	475,000	'
Related party payables converted into debt	21,513	'
Shares issued for conversion of debt	$214,000	$534,960

Organization_and_Basis_of_Pres

Organization and Basis of Presentation	9 Months Ended
	Sep. 30, 2013
Notes	'
Organization and Basis of Presentation	'
	Note 1. Organization and Basis of Presentation
	The accompanying consolidated condensed unaudited interim financial statements of EFactor Group Corp. formerly known as Standard Drilling, Inc., (the “Company”, “we”, “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto of The E-Factor Corp. (“EFactor”) contained in Form 8-K/A filed with the SEC on September 20, 2013.
	In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the fiscal year ended December 31, 2012 as reported in the Company’s Form 8-K/A have been omitted.
	On November 4, 2013, the Company’s 1 for 40 reverse stock split became effective. As a result of the reverse stock split, every 40 shares of the Company's issued and outstanding common stock automatically combined into one issued and outstanding share of common stock. Unless otherwise noted, impacted amounts and share information included in the consolidated financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented.
	Description of Business
	We were originally formed as a Nevada corporation on July 27, 2001, under the name Online Holdings, Inc.  Subsequently, on September 1, 2006, pursuant to an Agreement and Plan of Merger dated July 24, 2006 by and among our company, Standard Drilling Acquisition Co., a Delaware corporation (“Standard Drilling Acquisition”), and Standard Drilling, Inc., a Delaware corporation (“Standard Drilling Delaware”), Standard Drilling Acquisition was merged with and into Standard Drilling Delaware, and Standard Drilling Delaware became our wholly-owned subsidiary.  As a result of the merger, our company, which previously had no material operations, acquired the business of Standard Drilling Delaware.  In conjunction with the merger, we changed our name to Standard Drilling, Inc.
	On February 1, 2013, we entered into an Acquisition and Share Exchange Agreement (the “Exchange Agreement”) by and among (i) Standard Drilling, (ii) EFactor, and (iii) certain shareholders of EFactor, pursuant to which 20 holders of approximately 70% of the outstanding common stock of EFactor transferred to us 6,580,250 of the common stock of EFactor in exchange for the issuance of; (a)50,000,000 shares (the “Shares”) of our common stock (b) 5,000,000 shares of preferred stock to be entitled the “Series A Convertible Preferred Stock” and (c) approximately 22,000,000 additional shares of our common stock upon the effectiveness of a reverse stock split of our common stock (such transaction, the “Share Exchange”). This transaction closed on February 11, 2013.  The remaining 30% or 3,047,089 of the outstanding EFactor shares will be exchanged during the fourth quarter for 16,849,751 additional shares of our common stock upon the effectiveness of a reverse stock split of our common stock.  EFactor was deemed to be the accounting acquirer in this transaction and as a result this transaction was accounted for as reverse merger.  The historical financial statements presented in this filing are those of EFactor.  The assets and liabilities of Standard Drilling were recorded, as of completion of the Share Exchange, at fair value, which is considered to approximate historical cost, and added to those of EFactor.
	EFactor was incorporated in the state of Delaware on October 30, 2007, and provides full-featured social network for entrepreneurs. EFactor provides a platform that enables access to a network of contacts, registration for networking events, advisory consulting, various business tools and a broad range of services and information.
	On October 31, 2012, EFactor merged with EQmentor, an online professional development company organized in 2007 that provides working professionals 24/7 access to a custom-matched mentor, a global cross-industry peer community, and repositories of knowledge to empower high performance in the workplace.
	On February 14, 2013, EFactor acquired MCC International (“MCC”), a public relations and communications agency. MCC was founded in 1988. The agency is based in the United Kingdom and promotes through enhancement of company's reputation utilizing print and social media news outlets, focusing on upper tier emerging technology and science companies, as well as professional service organizations, from entrepreneur start-ups and spin-offs to global consumer brands.
	On October 11, 2013, we filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the change of our name from Standard Drilling, Inc. to EFactor Group Corp.
	The Company currently maintains its corporate office in San Francisco, California.

Going_Concern

Going Concern	9 Months Ended
	Sep. 30, 2013
Notes	'
Going Concern	'
	Note 2. Going Concern
	The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business.  Because the business is new and has no history and relatively few sales, no certainty of continuation can be stated. The accompanying consolidated financial statements for the three and nine month period ended September 30, 2013 and 2012 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
	The Company has suffered losses from operations and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern.
	Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.

Notes_Payable_and_Line_of_Cred

Notes Payable and Line of Credit	9 Months Ended
	Sep. 30, 2013
Notes	'
Notes Payable and Line of Credit	'
	Note 3. Notes Payable and Line of Credit
	Notes payable
	During the nine months ended September 30, 2013 the Company issued nineteen convertible unsecured short term notes payable to individuals totaling $661,585. These notes bear annual interest of 0% - 12%, mature within a period ranging from six (6) months to one (1) year from issuance and are convertible into EFactor common shares at prices ranging from $2 to $3 per common share. The Company also issued four unsecured short term notes payable to individuals totaling $138,488. These notes bear annual interest of 12% and mature within a period of six (6) months from issuance. The Company also issued 24,574 common shares with the convertible and unsecured short term notes issued during the nine months ended September 30, 2013.  The relative fair value of the shares amounting to $189,939 was recognized as a debt discount and amortized over the term of the notes.  The Company evaluated the embedded conversion features within the convertible debt under ASC 815 “Derivatives and Hedging” and determined the embedded conversion feature should be classified as equity. Additionally, the instruments were evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. The Company determined the beneficial conversion feature for all convertible notes to be $130,367 which was recognized as a debt discount and amortized over the term of the notes.
	During the nine months ended September 30, 2013, the Company made principal repayments totaling $1,876 and issued 31,364 shares to convert $214,000 of convertible debt.
	During the three and nine months ended September 30, 2013 the Company recognized $51,392 and $240,001, respectively, of interest expense due to the amortization of debt discounts on all convertible and unsecured short term notes.
	On September 19, 2013, the Company amended a convertible note dated January 14, 2013 to extend the maturity date to December 31, 2013 and to remove the convertible feature of the note. The Company issued 3,010 common shares as consideration for the amendment.  The modification of the convertible note was considered substantial under ASC 470-50 and the rules on debt extinguishment were applied.   Consequently, a loss on extinguishment of debt was recorded for the nine months ended September 30, 2013 amounting to $50,109 in connection with this amendment.
	A summary of activity for notes payable during the nine months ended September 30, 2013 is set forth below:
	Balance at December 31, 2012	$             397,285
	Proceeds from convertible notes	661,585
	Proceeds from notes payable	138,488
	Repayments of notes payable	(1,876)
	Conversion of convertible notes to equity	(214,000)
	Debt discount on new convertible notes and shares issued with debt	(320,306)
	Amortization of debt discount	240,001
	Balance at September 30, 2013	901,177
	Less:
	Convertible notes payable	(669,172)
	Current portion of notes payable – third parties	(217,135)
	Non-current portion of notes payable – third parties	$               14,870
	Odom Line of Credit
	On June 7, 2013, the Company entered into a Revolving Line of Credit Agreement (the “Agreement”) with Charles Odom, the lender, in the amount of $750,000.   Pursuant to the Agreement, the lender shall make loans to the Company from time to time commencing on the date of the Agreement and shall continue for a period of twenty four (24) months thereafter ending June 7, 2015.    As of September 30, 2013, the Company has drawn $475,000 from the line leaving a current available balance of $275,000.   As required by the Agreement, the Company also issued 118,750 shares to the lender, proportionate to amounts drawn, which was recognized as deferred financing fees of $475,000 and amortized over the term of the line of credit.  For the nine months ended September 30, 2013, $29,613 has been amortized into interest expense. All amounts drawn from the line of credit are subject to annual interest of 15% and will mature within a period of 12 months or within 14 days after the Company has a capital raise with proceeds of $10 million, whichever is earlier.  The line of credit is secured by all of the assets of the Company.
	Wells Fargo - Line of Credit
	As part of the acquisition of EQmentor, Inc. the Company obtained an operating line of credit from Wells Fargo, secured by assets of the former majority shareholder of EQmentor, Inc.  The amount of the line of credit is $500,000 with a provision for over-limit drawdowns. The current over-limit drawdown at September 30, 2013 is $133,277. Interest is charged at a rate of 3.5% per annum. We have drawn down $633,277 as of September 30, 2013.
	A summary of activity on the line of credit during the nine months ended September 30, 2013 is set forth below:
	Balance at December 31, 2012		$   625,604
	Drawdowns from  line of credit with Charles Odom		475,000
	Drawdowns from Wells Fargo - line of credit, net		9,401
	Balance at September 30, 2013		$  1,110,005

Other_Longterm_Obligation

Other Long-term Obligation	9 Months Ended
	Sep. 30, 2013
Notes	'
Other Long-term Obligation	'
	Note 4. Other long-term obligation
	As a component of the MCC acquisition the Company acquired a long term liability related to a previous recapitalization of MCC. Specifically, MCC entered into an arrangement with its creditors during 2010, in what is referred as a “Company Voluntary Arrangement” (“CVA”), in order to protect MCC from any unreceptive creditor action.  In connection with the arrangement, the Company is required to make monthly fixed payments to a trustee of $2,275 (£1,500 GBP).These payments are scheduled to end in February 2019.

Related_Parties_and_Related_Pa

Related Parties and Related Party Transactions	9 Months Ended
	Sep. 30, 2013
Notes	'
Related Parties and Related Party Transactions	'
	Note 5. Related Parties and Related Party Transactions
	Accounts Payable – Related Party
	As of September 30, 2013, two of our executive officers, Adrie Reinders, Roeland Reinders and Marion Freijsen, had unreimbursed expenses and unpaid management fees of $143,254, 15,795 and 100,151, respectively.
	Notes Payable – Related Parties
	A summary of activity for notes payable – related parties for the nine months ended September 30, 2013 are set forth below:
	Balance at December 31, 2012	$   163,675
	Related party notes assumed from the reverse merger	2,000
	Related party payables converted to notes	21,513
	Borrowings from related parties	42,110
	Amortization of debt discount	62,568
	Repayment of related party notes	-837
	Debt discount on shares issued with note	(6,602)
	Balance at September 30, 2013	$   284,427
	The notes payable-related parties include a $200,000 short-term note obtained from Linge Beleggingen in 2012 including the issuance of 9,012 shares of the Company’s common stock. The discount on this note was fully amortized as of September 30, 2013.  On July 9, 2013 the note agreement was amended modifying certain terms and conditions for which an additional 240,988 shares of common stock were agreed to be issued.  The modification of the note was considered substantial under ASC 470-50 and the rules on debt extinguishment were applied.   Consequently, a loss on extinguishment of debt was recorded for the nine months ended September 30, 2013 amounting to $976,750 in connection with this amendment.
	During the nine months ended September 30, 2013, the Company issued notes to two related parties totaling $42,110 which are subject to annual interest of 12% and have a term of 1 year.   The Company issued 476 common shares in connection with these notes and the related fair value of the shares amounting to $6,602 was recorded as a debt discount and amortized over the term of the notes.
	The remaining balance as of September 30, 2013 includes $42,490 of notes payable, $800 and $4,000 advance due to related parties associated with Marion Freijsen and Adrie Reinders, respectively, plus an outstanding advance due to David Rector, the former chief executive officer and sole board member of Standard Drilling, Inc. of $1,162.

Commitments_and_Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2013
Notes	'
Commitments and Contingencies	'
	Note 6.   Commitments and Contingencies
	Eric Bobo vs. Izzy Justice, EQmentor and The E-Factor Corp., Superior Court of Mecklenburg County, North Carolina Business Court, Case No. 12 CVS 21548.
	The above-captioned case seeks damages for breach of contract, violation of wage and hour laws, unjust enrichment, and breach of fiduciary duty related to the alleged treatment of Eric Bobo’s stock and stock options during the merger between EQmentor, Inc. and EFactor. In addition to alleging breach of contract and wage and hour violations relating to purported compensation in the form of stock and stock options, the complaint also alleges that Izzy Justice, the manager and majority shareholder of EQmentor, breached his fiduciary duty by engaging in “self-dealing” and failing to present the transaction between EQmentor and EFactor to a shareholder vote. We believe EFactor is wrongly named in this case, as it was not party to the agreements between Mr. Bobo and Mr. Justice and had not been informed of any such arrangements by Mr. Justice or his counsel during either due diligence or other merger disclosures and discussions and did not owe any fiduciary duty to Mr. Bobo. On or about April 23, 2013, Mr. Bobo, EQmentor, Mr. Justice and the Company entered into a settlement agreement wherein as it relates to the Company, the Company is obligated to pay Mr. Bobo $50,000 (the “Settlement”) before July 1, 2013. On July 19th and August 22nd the Company made a $15,000 and $5,000 payment respectively on this outstanding amount, with the understanding that the balance of payments will be completed by December 31, 2013. On May 1, 2013 Mr. Bobo filed a Notice of Dismissal with the North Carolina Business Court dismissing all of his claims in the case against EFactor without prejudice. Mr. Bobo is obligated to file a Notice of Dismissal without Prejudice within three (3) business days following his receipt of the Settlement payment.

Stockholders_Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2013
Notes	'
Stockholders' Equity	'
	Note 7.   Stockholders’ Equity
	Common Stock
	During the nine months ended September 30, 2013:
	-          the Company issued 10,394 shares of common stock for cash proceeds of $167,002.
	-          the Company issued 31,364 shares of common stock to convert $214,000 of convertible debt.
	-          the Company issued 25,050 shares of common stock as an enticement to enter into a transaction to lend money to the Company, resulting in a debt discount of $196,541.
	-          the Company issued 118,750 shares of common stock in connection with the Odom line of credit and the fair value of these shares amounting to $475,000 was recognized as deferred financing costs (see Note 3).
	-          the Company issued 243,998 shares of common stock in connection with the modification of two notes (see Notes 3 and 5)
	-          the Company issued 250,000 shares of common stock for services with a fair value of $150,000.
	-          the Company granted 11,303 shares of common stock for services with a fair value of $179,631.
	Stock Options
	During the three months ended September 30, 2013, the Company recognized a net benefit of $145,455 due to the forfeiture of options of terminated employees and an expense of $41,165 for stock option expense related to options granted in prior periods for the nine months ended September 30, 2013.

Acquisition_of_Mcc_Internation

Acquisition of Mcc International	9 Months Ended
	Sep. 30, 2013
Notes	'
Acquisition of Mcc International	'
	Note 8.   Acquisition of MCC International
	On February 14, 2013, EFactor acquired 100% of MCC International Ltd (“MCC”) for 7,849,976 shares of its common stock.  An additional 3,490,281 shares of the Company’s common stock will be issued after the Company’s contemplated 1-for-40 reverse stock split.  The fair value of the shares on the acquisition date was $1,333,335.  MCC is a public relations and communications agency, founded in 1988. The agency based in the United Kingdom promotes high and emerging technology and science companies, as well as professional service organizations, from entrepreneur start-ups and spin-offs to global consumer brands. MCC is expected to be able to be integrated into the Company as an additional service available to our members along with having more visibility to other US based companies.
	The following table summarizes the preliminary allocation of the acquisition purchase price based on the estimated fair value of the acquired assets and assumed liabilities:
	Assets Acquired:
	Cash	$	23,593
	Accounts Receivable		49,200
	Prepaid Expenses		2,912
	Property, Plant and equipment		11,603
	Goodwill		1,507,978
	Assets acquired	$	1,595,286
	Liabilities Assumed:
	Accounts payable	$	36,084
	Other current liabilities		55,764
	Other long term liabilities		170,103
	Liabilities assumed	$	261,951
	Net assets acquired	$	1,333,335
	Fair value of consideration given	$	1,333,335
	While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed as of February 14, 2013, the purchase price allocation could change during the measurement period (not to exceed one year) if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional, or change in existing, assets and liabilities as of that date.
	The following is the unaudited pro forma information for the nine months ended September 30, 2013 and 2012 assuming the acquisition of MCC occurred on January 1, 2012:
			2013		2012
	Sales	$	673,584	$	647,608
	Operating expenses		3,012,807		3,567,126
	Operating loss		-2,339,223		-2,919,517
	Non-operating expense		1,454,174		250,536
	Net loss	$	-3,793,397	$	-3,170,054
	Basic and diluted net income per common share	$	-1.59	$	-1.69

Subsequent_Events

Subsequent Events	9 Months Ended
	Sep. 30, 2013
Notes	'
Subsequent Events	'
	Note 9.   Subsequent Events
	On November 4, 2013, the Company’s 1 for 40 reverse stock split became effective and as of November 13, 2013, the Company has issued:
	·         up to 19,383,183 shares of the  22,231,155 common stock required to be issued per the Exchange Agreement (see Note 1), and
	·         up to 8,883,519 shares of the 16,849,751 shares of common stock representing the remaining 30% outstanding EFactor shares required to be issued per the Exchange Agreement (see Note 1).
	On November 13, 2013, the two holders of the Company’s Series A Convertible Preferred Stock converted  2,500,000 of such shares  into  12,906,223  shares of common stock pursuant to the terms of the Exchange Agreement. (see Note 1).
	The Company issued two twelve percent (12%) interest bearing promissory notes on October 11, 2013 and October 22, 2013 aggregating $112,054 to two nonaffiliated investors. One of the promissory notes is for $27,054 and is convertible into shares of common stock of EFactor at $3.00 per share at the election of the note holder, the other for $85,000 does not contain a conversion option. In connection with the issuance of the promissory notes, the Company issued an aggregate of 3,564 shares of common stock to the noteholders.
	On October 11, 2013, the Company granted 100,000 restricted common shares each to two officers of the Company as provided in their respective employment agreements.