Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 11, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Entity Registrant Name | 'EFACTOR GROUP CORP. | ' |
Entity Central Index Key | '0001158694 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 64,768,471 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ' | ' |
Cash | $126,326 | $43,377 |
Accounts receivable, net of allowance for doubtful accounts of $6,318 | 80,334 | 75,071 |
Notes receivable | 150,250 | ' |
Other current assets | 8,986 | 8,878 |
Total current assets | 365,896 | 127,326 |
Property, website and equipment, net of accumulated depreciation of $1,293,676 and $1,102,939 | 474,817 | 461,499 |
Goodwill | 3,646,994 | 3,646,994 |
Deferred Financing Costs | 219,594 | 347,764 |
TOTAL ASSETS | 4,707,301 | 4,583,583 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 1,461,498 | 1,085,122 |
Accounts payable - related party | 735,709 | 657,806 |
Accrued expenses | 946,672 | 882,758 |
Operating line of Credit | 1,110,005 | 1,110,005 |
Deferred revenue | 68,730 | 71,836 |
Current portion of note payable - third parties, net of discount | 277,131 | 318,711 |
Current portion of convertible note payable - third parties, net of discount | 1,221,442 | 650,762 |
Current portion of note payable - related parties, net of discount | 288,678 | 285,860 |
Total current liabilities | 6,109,865 | 5,062,860 |
Other Long-term obligations | 116,587 | 155,895 |
Non-current portion of convertible note payable - third parties net of discount | 10,294 | 13,598 |
Total Non-Current Liabilities | 126,881 | 169,493 |
TOTAL LIABILITIES | 6,236,746 | 5,232,353 |
Commitments and contingencies | ' | ' |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 2,500,000 issued and outstanding as of June 30, 2014 and and December 31, 2013 respectively. | 2,500 | 2,500 |
Common stock, $0.001 par value, 175,000,000 shares authorized, 64,556,120 and 59,573,174 issued and outstanding at June 30, 2014 and December 31, 2013 respectively. | 64,556 | 59,573 |
Accumulated other comprehensive income | -29,943 | -5,244 |
Additional paid-in capital | 21,455,815 | 16,978,361 |
Accumulated deficit | -23,022,373 | -17,683,960 |
Total stockholders' deficit | -1,529,445 | -648,770 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $4,707,301 | $4,583,583 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Condensed Consolidated Balance Sheets [Abstract] | ' | ' |
Allowance for doubtful accounts receivable, current | $6,318 | $6,318 |
Accumulated depreciation | $1,293,676 | $1,102,939 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 2,500,000 | 2,500,000 |
Preferred stock, shares outstanding | 2,500,000 | 2,500,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 64,556,120 | 59,573,174 |
Common stock, shares outstanding | 64,556,120 | 59,573,174 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Other Comprehensive Loss (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Condensed Consolidated Statements of Operations and Other Comprehensive Loss [Abstract] | ' | ' | ' | ' |
Net revenues | $148,586 | $228,175 | $265,131 | $416,937 |
Operating expenses | ' | ' | ' | ' |
Cost of revenue | 46,549 | 27,921 | 77,755 | 58,356 |
Sales and marketing | 64,081 | 62,883 | 119,407 | 168,508 |
General and administrative | 882,988 | 991,361 | 3,169,520 | 1,824,400 |
Depreciation and amortization | 59,228 | 2,693 | 114,866 | 181,088 |
(Gain) loss on forgiveness/settlement of liabilities | 32,778 | -84,829 | 32,778 | -84,829 |
Total operating expenses | 1,085,624 | 1,000,029 | 3,514,326 | 2,147,523 |
Loss from operations | -937,038 | -771,854 | -3,249,195 | -1,730,586 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -475,215 | -141,011 | -1,463,149 | -309,397 |
Loss on conversion of debt | ' | ' | -49,926 | ' |
Derivative loss | -16,250 | ' | -576,143 | ' |
Other income (expense) | ' | ' | ' | ' |
Total other income (expense), net | -491,465 | -141,011 | -2,089,218 | -309,397 |
Net loss | -1,428,503 | -912,865 | -5,338,413 | -2,039,983 |
Other comprehensive gain (loss): | ' | ' | ' | ' |
Gain (loss) on foreign exhange | -4,720 | 4,590 | -24,699 | 9,131 |
Comprehensive gain (loss) | ($1,433,223) | ($908,275) | ($5,363,112) | ($2,030,852) |
Basic and diluted net loss per common share | ($0.02) | ($0.03) | ($0.08) | ($0.06) |
Weighted average shares used in completing basic and diluted net loss per common share | 63,334,907 | 36,381,882 | 62,853,156 | 36,381,882 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($5,338,413) | ($2,039,983) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 114,866 | 181,088 |
Stock option expense | 67,869 | 186,620 |
Amortization of debt discount | 1,331,004 | 250,883 |
Stock compensation expense | 1,355,598 | 329,631 |
(Gain) loss on forgiveness/settlement of liabilities | 32,778 | -84,829 |
Loss from conversion of debt | 49,926 | ' |
Derivative loss | 576,143 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivables | -5,263 | -76,323 |
Other current assets | -150,358 | 664 |
Accounts payable | 416,376 | 223,857 |
Accounts payable - related party | 118,642 | ' |
Accrued expenses | 77,939 | 162,662 |
Accrued expenses - related party | ' | 219,463 |
Deferred revenue | -3,106 | 29,610 |
Net cash used in operating activities | -1,355,999 | -616,657 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Cash paid for acquisition of property, website and equipment | -128,184 | -225,001 |
Cash acquired in reverse merger with acquisitions | ' | 24,444 |
Net cash used in investing activities | -128,184 | -200,557 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from notes payable | 1,143,452 | 629,208 |
Proceeds from issuance of shares | 478,520 | 167,002 |
Repayment of notes payable | 30,143 | 2,713 |
Net cash provided by financing activities | 1,591,829 | 793,497 |
Effect of foreign currency exchange rate on cash | -24,699 | 9,131 |
Net increase (decrease) in cash | 82,947 | -14,586 |
Cash at beginning of period | 43,377 | 46,870 |
Cash at the end of the period | 126,326 | 32,284 |
Supplemental Disclosure of Cash Flows Information: | ' | ' |
Cash paid for interest | 7,298 | 17,878 |
Cash paid for income taxes | 1,600 | ' |
Non-cash Investing and Financing Activities: | ' | ' |
Debt discount due to beneficial conversion feature | 826,032 | 9,791 |
Debt discount due to shares issued with debt | 311,245 | 175,573 |
Reclass of accounts payable - related party to debt | 40,739 | ' |
Shares issued for conversion of debt and accrued interest | 737,368 | 214,000 |
Shares issued for settlement of accounts payable | $20,000 | ' |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 6 Months Ended | ||
Jun. 30, 2014 | |||
Organization and Basis of Presentation [Abstract] | ' | ||
Organization and Basis of Presentation | ' | ||
Note 1 - Organization and Basis of Presentation | |||
The accompanying unaudited condensed consolidated interim financial statements of EFactor Group Corp. formerly known as Standard Drilling, Inc., (the "Company") 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 Company contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, which was filed on March 11, 2014. | |||
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, 2013 as reported in the Form 10-K have been omitted. | |||
Description of Business | |||
EFactor Group Corp: is a holding company with the following operations: | |||
· | EFactor.com provides a full-featured social network for entrepreneurs. EFactor.com 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. | ||
· | EQmentor is 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. | ||
· | 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. | ||
The Company currently maintains its corporate office in San Francisco, California. | |||
Principles of consolidation | |||
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as of June 30, 2014, The E-Factor Corporation, EQmentor and MCC. Significant intercompany balances and transactions have been eliminated. |
Going_Concern
Going Concern | 6 Months Ended |
Jun. 30, 2014 | |
Going Concern [Abstract] | ' |
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, has limited history and relatively few sales, no certainty of continuation can be stated. The accompanying condensed consolidated financial statements for the three and six month periods ended June 30, 2014 and 2013 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 | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Notes Payable and Line of Credit [Abstract] | ' | |||||||
Notes Payable and Line of Credit | ' | |||||||
Note 3 - Notes Payable and Line of Credit | ||||||||
Notes payable | ||||||||
During the six months ended June 30, 2014 the Company issued twenty three convertible unsecured short term notes payable to individuals totaling $1,184,191. These notes bear annual interest between 0% - 12%, mature within a period ranging from one (1) month to six (6) months from issuance and are convertible into common shares at prices ranging from $0.50 to $2.00 per common share. The Company issued a total of 307,748 shares with the notes and the relative fair value of the shares amounting to $311,245 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 that the embedded conversion feature should be classified as equity, except for those relating to four convertible notes, as further discussed below. 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 convertible notes included a beneficial conversion feature amounting to $558,615 which was also recognized as a debt discount and amortized over the term of the notes. | ||||||||
Two notes issued during the three months ended March 31, 2014 included reset provisions on the conversion price if certain events occur. Specifically, the terms of the notes provided that the conversion price of $1.00 will reset to $0.50 if the Company's securities offering falls below $1.00 per share or if the securities offering is not completed by February 28, 2014. This resulted in a derivative liability being recognized at the issuance date amounting to $525,632 with a corresponding charge to debt discount for the full amount of the notes amounting to $267,417 and the balance of $258,215 to derivative loss On February 28, 2014, the reset provisions in these notes were triggered and the conversion price reset to $0.50 per share. Consequently, the derivative liability was marked to market on such date and an additional derivative loss of $301,677 was recognized. The fair value of the derivative liability at the re-measurement date amounting to $827,309 was credited to additional paid in capital. | ||||||||
Two notes issued during the three months ended June 30, 2014 included reset provisions on the conversion price if certain events occur. Specifically, the terms of the notes provided that the conversion price of $1.00 will reset to $0.50 if the Company's securities offering falls below $1.00 per share or if the securities offering is not completed by May 31, 2014. This resulted in a derivative liability being recognized at the issuance date amounting to $6,808 with a corresponding charge to debt discount. On May 30, 2014, 2014, the reset provisions in these notes were triggered and the conversion price reset to $0.50 per share. Consequently, the derivative liability was marked to market and a derivative loss of $16,251 was recognized. The fair value of the derivative liability at the re-measurement date amounting to $23,059 was credited to additional paid-in capital. | ||||||||
The derivative liabilities were valued using the Black-Scholes model using the following assumptions: | ||||||||
At issuance date | At termination date | |||||||
Market value of stock on measurement date | $ | 0.08 - 2.25 | $ | 0.08 - 1.90 | ||||
Risk-free interest rate | 0.01% - 0.04 % | 0.05% | ||||||
Dividend yield | 0% | 0% | ||||||
Volatility factor | 269% - 655 % | 319% | ||||||
Term | 0.07 - 0.16 years | 0.25 years | ||||||
During the six months ended June 30, 2014, the Company issued 1,558,123 shares to convert $690,991 of convertible debt and accrued interest of $46,377. A loss on conversion of debt amounting to $49,926 was recognized for the six months ended June 30, 2014. | ||||||||
During the six months ended June 30, 2014 the Company recognized $1,200,016 of interest expense due to the amortization of debt discounts on all convertible and unsecured short term notes. | ||||||||
A summary of activity for notes payable during the six months ended June 30, 2014 is set forth below: | ||||||||
Balance at December 31, 2013 | $ | 983,071 | ||||||
Proceeds from convertible notes | 1,184,191 | |||||||
Repayments of notes payable | (30,143 | ) | ||||||
Conversion of convertible notes to equity | (690,991 | ) | ||||||
Debt discount on new convertible notes and shares issued with debt | (1,137,277 | ) | ||||||
Amortization of debt discount | 1,200,016 | |||||||
Balance at June 30, 2014 | 1,508,867 | |||||||
Less: | ||||||||
Convertible notes payable | (1,221,442 | ) | ||||||
Current portion of notes payable - third parties | (277,131 | ) | ||||||
Non-current portion of notes payable - third parties | $ | 10,294 | ||||||
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 agreed to make loans to the Company from time to time commencing on the date of the Agreement for a period of twenty four (24) months thereafter ending June 7, 2015. As of June 30, 2014, the Company has drawn $475,000 from the line of credit. 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 six months ended June 30, 2014, $128,170 has been amortized to 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. We have been advised by the lender that, due to extenuating circumstances, it is not currently able to provide us with additional advances under the line of credit. | ||||||||
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 June 30, 2014 is $149,846. Interest is charged at a rate of 3.5% per annum. We have drawn down $635,005 as of June 30, 2014. |
Other_LongTerm_Obligation
Other Long-Term Obligation | 6 Months Ended |
Jun. 30, 2014 | |
Other Long-Term Obligation [Abstract] | ' |
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 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 | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Related Parties and Related Party Transactions [Abstract] | ' | ||||
Related Parties and Related Party Transactions | ' | ||||
Note 5 - Related Parties and Related Party Transactions | |||||
Accounts Payable - Related Party | |||||
As of June 30, 2014, two of our executive officers, Adriaan Reinders, and Marion Freijsen had unreimbursed expenses, unpaid management fees and salaries of $264,708 and $242,844, respectively. The remaining balance of the Accounts Payable Related Party of $228,157 represents amounts primarily due to our board of directors for board meeting fees, out of pocket expenses and consulting fees. | |||||
Notes Payable - Related Parties | |||||
A summary of activity for notes payable - related parties for the three months ended June 30, 2014 are set forth below: | |||||
Balance at December 31, 2013 | $ | 285,860 | |||
Amortization of debt discount | 2,818 | ||||
Balance at June 30, 2014 | $ | 288,678 | |||
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | ||
Jun. 30, 2014 | |||
Stockholders' Equity [Abstract] | ' | ||
Stockholders' Equity | ' | ||
Note 6 - Stockholders' Equity | |||
Common Stock | |||
During the six months ended June 30, 2014: | |||
- | the Company issued 925,728 shares of common stock for cash proceeds of $478,520. This includes 705,166 shares | ||
issued to an investor for total proceeds of $338,480 (250,000 euros). This investment was predicated on the Company's acquisition of GroupCard BV (see Note 7). As such, under the terms of the subscription agreement, if either of the following two events occur the Company would be required to return the investment back to the investor. | |||
1. If the Company does NOT complete the acquisition of GroupCard BV within 45 days of the investment, the Company would be required to return the investment over a four month period. This provision was met when the Company acquired GroupCard BV on July 7, 2014 (see Note 7). | |||
2. If the Company completes the acquisition of GroupCard BV and is unable to provide the amount of working capital of $400,000 within Ninety (90) days, on the first request of the investor, the Company would be required to remit to the investor the investment over the subsequent 12 months. | |||
In either case of "default" the investor would be required to return 564,133 shares of the Company's common stock received under the subscription agreement and would be allowed to retain the remaining 141,033 shares of the Company's common stock. The Company believes that it will be in a position to fund this requirement within the designated time period. | |||
- | the Company issued 1,558,123 shares of common stock to convert $690,991 of convertible debt. | ||
- | the Company issued 307,748 shares of common stock as an enticement to enter into a transaction to lend money to the Company, resulting in a debt discount of $311,245. | ||
- | the Company issued 795,121 shares of common stock for services with a fair value of $1,355,598. | ||
- | the Company issued 75,972 shares of common stock with a fair value of $72,778 in lieu of payment on $40,000 of accounts payable. A loss on the settlement of the related payables was recognized for the six months ended June 30, 2014 amounting to $32,778 | ||
Stock Options | |||
During the six months ended June 30, 2014, the Company recognized $67,869 of stock option expense related to options granted in prior periods. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 7 - Subsequent Events | |
On July 1, 2014, the Company entered into an Exchange Agreement by and among the Company, HT Skills Ltd., an entity organized under the laws of England and Wales ("HT Skills"), and Five5Five PTE Ltd., the sole shareholder of HT Skills ("HT Seller"). On the same date, the parties consummated the transaction, pursuant to which the HT Seller sold, and the Company purchased, all of HT Skills' outstanding capital stock, in exchange for 13,319,100 unregistered shares of the Company's common stock. In connection with the HT Transaction, the Company agreed to loan HT Skills $150,000 at ten percent interest per annum for working capital purposes. | |
On July 1, 2014, the Company also entered into an Exchange Agreement by and among the Company, Member Digital Ltd., an entity organized under the laws of England and Wales ("Member Digital"), and the shareholders of Member Digital (the "MD Sellers"). On the same date, the parties consummated the transaction, pursuant to which the MD Sellers sold, and the Company purchased, all of Member Digital's outstanding capital stock, in exchange for 1,250,000 unregistered shares of the Company's common stock. | |
On July 1, 2014, the Company also entered into an Exchange Agreement by and among the Company, Business Growth Systems, Ltd., an entity organized under the laws of England and Wales ("BGS"), and the sole shareholder of BGS (the "BGS Seller"). On the same date, the parties consummated the transaction, pursuant to which the BGS Seller sold, and the Company purchased, all of BGS' outstanding capital stock, in exchange for 5,562,500 unregistered shares of the Company's common stock. | |
On July 7, 2014, the Company entered into an Exchange Agreement by and among the Company, GroupCard BV, an entity organized under the laws of the Netherlands ("GroupCard"), and the shareholders of GroupCard (the "Sellers"). On the same date, the parties consummated the transaction, pursuant to which the Sellers sold, and the Company purchased, all of GroupCard's outstanding capital stock, in exchange for 2,812,500 unregistered shares of the Company's common stock. In connection with the transaction, the Company agreed to loan GroupCard, within 120 days of the closing of the transaction, $400,000 at six percent interest per annum for working capital purposes. In addition, the Company agreed to pay the Sellers four semi-annual earn-out payments of shares of Common Stock ("Earn-Out Shares"), commencing on January 1, 2015. In the event 20,000 or more members are added by GroupCard during a semi-annual period (each, an "Earn-Out Period"), the Company shall issue to the Sellers the number of Earn-Out Shares equal to (i) $25.00 per member added by GroupCard during such Earn-Out Period, divided by (ii) $0.80. In the event less than 20,000 members are added during an Earn-Out Period, the Company will not issue any Earn-Out Shares to the Sellers for such period; however, any members added during such Earn-Out Period will be counted towards the subsequent Earn-Out Period. |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Policies) | 6 Months Ended | ||
Jun. 30, 2014 | |||
Organization and Basis of Presentation [Abstract] | ' | ||
Description of Business | ' | ||
Description of Business | |||
EFactor Group Corp: is a holding company with the following operations: | |||
· | EFactor.com provides a full-featured social network for entrepreneurs. EFactor.com 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. | ||
· | EQmentor is 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. | ||
· | 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. | ||
The Company currently maintains its corporate office in San Francisco, California. | |||
Principles of consolidation | ' | ||
Principles of consolidation | |||
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as of June 30, 2014, The E-Factor Corporation, EQmentor and MCC. Significant intercompany balances and transactions have been eliminated. |
Notes_Payable_and_Line_of_Cred1
Notes Payable and Line of Credit (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Notes Payable and Line of Credit [Abstract] | ' | |||||||
Schedule of Assumptions for Derivative Liabilities | ' | |||||||
The derivative liabilities were valued using the Black-Scholes model using the following assumptions: | ||||||||
At issuance date | At termination date | |||||||
Market value of stock on measurement date | $ | 0.08 - 2.25 | $ | 0.08 - 1.90 | ||||
Risk-free interest rate | 0.01% - 0.04 % | 0.05% | ||||||
Dividend yield | 0% | 0% | ||||||
Volatility factor | 269% - 655 % | 319% | ||||||
Term | 0.07 - 0.16 years | 0.25 years | ||||||
Schedule of Activity for Notes Payable | ' | |||||||
A summary of activity for notes payable during the six months ended June 30, 2014 is set forth below: | ||||||||
Balance at December 31, 2013 | $ | 983,071 | ||||||
Proceeds from convertible notes | 1,184,191 | |||||||
Repayments of notes payable | (30,143 | ) | ||||||
Conversion of convertible notes to equity | (690,991 | ) | ||||||
Debt discount on new convertible notes and shares issued with debt | (1,137,277 | ) | ||||||
Amortization of debt discount | 1,200,016 | |||||||
Balance at June 30, 2014 | 1,508,867 | |||||||
Less: | ||||||||
Convertible notes payable | (1,221,442 | ) | ||||||
Current portion of notes payable - third parties | (277,131 | ) | ||||||
Non-current portion of notes payable - third parties | $ | 10,294 | ||||||
Related_Parties_and_Related_Pa1
Related Parties and Related Party Transactions (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Related Parties and Related Party Transactions [Abstract] | ' | ||||
Schedule of Activity for Notes Payable - Related Parties | ' | ||||
A summary of activity for notes payable - related parties for the three months ended June 30, 2014 are set forth below: | |||||
Balance at December 31, 2013 | $ | 285,860 | |||
Amortization of debt discount | 2,818 | ||||
Balance at June 30, 2014 | $ | 288,678 |
Notes_Payable_and_Line_of_Cred2
Notes Payable and Line of Credit (Notes Payable Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 28, 2014 | Jan. 31, 2014 | 31-May-14 | Apr. 30, 2014 | Jun. 30, 2014 | |
Twenty Three Convertible Unsecured Short Term Notes Payable [Member] | Twenty Three Convertible Unsecured Short Term Notes Payable [Member] | Twenty Three Convertible Unsecured Short Term Notes Payable [Member] | Convertible and Unsecured Short Term Notes [Member] | |||||||||
Minimum [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible notes | ' | ' | ' | ' | $1,184,191 | ' | ' | ' | ' | ' | ' | ' |
Annual interest, minimum | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' |
Annual interest, maximum | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' |
Maturity period | ' | ' | ' | ' | ' | '1 month | '6 months | ' | ' | ' | ' | ' |
Unamortized debt discount | 311,245 | ' | 311,245 | ' | ' | ' | ' | ' | 267,417 | ' | ' | ' |
Beneficial conversion feature | ' | ' | ' | ' | 558,615 | ' | ' | ' | ' | ' | ' | ' |
Conversion price | ' | ' | ' | ' | ' | $0.50 | $2 | $0.50 | $1 | $0.50 | $1 | ' |
Derivative liability | ' | ' | ' | ' | ' | ' | ' | 827,309 | 525,632 | 23,059 | 6,808 | ' |
Derivative loss | 16,250 | ' | 576,143 | ' | ' | ' | ' | 301,677 | 258,215 | 16,251 | ' | ' |
Convertible debt, shares issued | ' | ' | 1,558,123 | ' | 307,748 | ' | ' | ' | ' | ' | ' | ' |
Convertible debt, principal amount converted | ' | ' | 690,991 | ' | 311,245 | ' | ' | ' | ' | ' | ' | ' |
Convertible debt, accrued interest converted | ' | ' | 46,377 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss from conversion of debt | ' | ' | 49,926 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount | ' | ' | $1,331,004 | $250,883 | ' | ' | ' | ' | ' | ' | ' | $1,200,016 |
Notes_Payable_and_Line_of_Cred3
Notes Payable and Line of Credit (Schedule of Assumptions for Derivative Liabilities) (Details) (Derivative Liabilities [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Valuation model | 'Black-Scholes |
At Issuance Date [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Dividend yield | 0.00% |
At Issuance Date [Member] | Minimum [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Market value of stock on measurement date | 0.08 |
Risk-free interest rate | 0.01% |
Volatility factor | 269.00% |
Term | '26 days |
At Issuance Date [Member] | Maximum [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Market value of stock on measurement date | 2.25 |
Risk-free interest rate | 0.04% |
Volatility factor | 655.00% |
Term | '1 month 28 days |
At Termination Date [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Risk-free interest rate | 0.05% |
Dividend yield | 0.00% |
Volatility factor | 319.00% |
Term | '3 months |
At Termination Date [Member] | Minimum [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Market value of stock on measurement date | 0.08 |
At Termination Date [Member] | Maximum [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Market value of stock on measurement date | 1.9 |
Notes_Payable_and_Line_of_Cred4
Notes Payable and Line of Credit (Summary of Activity for Notes Payable) (Details) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' |
Repayments of notes payable | ($30,143) | ($2,713) | ' |
Conversion of convertible notes to equity | -690,991 | ' | ' |
Debt discount on new convertible notes and shares issued with debt | -311,245 | ' | ' |
Amortization of debt discount | 1,331,004 | 250,883 | ' |
Less: Current portion of notes payable - third parties | -277,131 | ' | -318,711 |
Notes Payable [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Balance at December 31, 2013 | 983,071 | ' | ' |
Proceeds from convertible notes | 1,184,191 | ' | ' |
Repayments of notes payable | -30,143 | ' | ' |
Conversion of convertible notes to equity | -690,991 | ' | ' |
Debt discount on new convertible notes and shares issued with debt | -1,137,277 | ' | ' |
Amortization of debt discount | 1,200,016 | ' | ' |
Balance at June 30, 2014 | 1,508,867 | ' | ' |
Less: Convertible notes payable | -1,221,442 | ' | ' |
Less: Current portion of notes payable - third parties | -277,131 | ' | ' |
Non-current portion of notes payable - third parties | $10,294 | ' | ' |
Notes_Payable_and_Line_of_Cred5
Notes Payable and Line of Credit (Line of Credit Narrative) (Details) (USD $) | 1 Months Ended | 6 Months Ended |
Jun. 30, 2013 | Jun. 30, 2014 | |
Charles Odom [Member] | Revolving Line of Credit [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Line of credit, initiation date | 7-Jun-13 | ' |
Line of credit, expiration period | '24 months | ' |
Line of credit, expiration date | 7-Jun-15 | ' |
Line of credit, borrowing capacity | $750,000 | ' |
Line of credit, current drawdown | ' | 475,000 |
Shares issued as deferred financing fees, shares | 118,750 | ' |
Deferred financing fees | 475,000 | ' |
Deferred financing fees amortized into interest expense | ' | 128,170 |
Annual interest | 15.00% | ' |
Maturity period | '12 months | ' |
Proceeds of capital raise that changes the maturity period to 14 days | 10,000,000 | ' |
Wells Fargo [Member] | Operating Line of Credit [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Line of credit, borrowing capacity | ' | 500,000 |
Line of credit, current over-limit drawdown | ' | 149,846 |
Line of credit, interest charged per annum | ' | 3.50% |
Line of credit, current drawdown | ' | $635,005 |
Other_LongTerm_Obligation_Deta
Other Long-Term Obligation (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | |
USD ($) | GBP (£) | |
Other Long-Term Obligation [Abstract] | ' | ' |
Monthly payment to trustee | $2,275 | £ 1,500 |
Related_Parties_and_Related_Pa2
Related Parties and Related Party Transactions (Narrative) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Accounts payable - related party | $735,709 | $657,806 |
Adriaan Reinders, CEO [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Accounts payable - related party | 264,708 | ' |
Marion Freijsen, Executive Officer [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Accounts payable - related party | 242,844 | ' |
Board of Directors [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Accounts payable - related party | $228,157 | ' |
Related_Parties_and_Related_Pa3
Related Parties and Related Party Transactions (Summary of Activity for Notes Payable - Related Parties) (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Related Parties and Related Party Transactions [Abstract] | ' |
Balance at December 31, 2013 | $285,860 |
Amortization of debt discount | 2,818 |
Balance at June 30, 2014 | $288,678 |
Stockholders_Equity_Details
Stockholders' Equity (Details) | 3 Months Ended | 6 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
USD ($) | USD ($) | USD ($) | USD ($) | GroupCard BV [Member] | Investor [Member] | Investor [Member] | |
Scenario, Plan [Member] | USD ($) | EUR (€) | |||||
USD ($) | |||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock issued for cash, shares | ' | ' | 925,728 | ' | ' | 705,166 | 705,166 |
Proceeds from issuance of shares | ' | ' | $478,520 | $167,002 | ' | $338,480 | € 250,000 |
Loan to acquiree, face amount | ' | ' | ' | ' | 400,000 | ' | ' |
Shares of common stock the investor would return in case of default | ' | ' | ' | ' | ' | 564,133 | 564,133 |
Shares of common stock the investor could retain in case of default | ' | ' | ' | ' | ' | 141,033 | 141,033 |
Convertible debt, shares issued | ' | ' | 1,558,123 | ' | ' | ' | ' |
Convertible debt, principal amount converted | ' | ' | 690,991 | ' | ' | ' | ' |
Stock issued as enticement to lend money | ' | ' | 307,748 | ' | ' | ' | ' |
Debt discount | 311,245 | ' | 311,245 | ' | ' | ' | ' |
Stock issued for services, shares | ' | ' | 795,121 | ' | ' | ' | ' |
Stock issued for services | ' | ' | 1,355,598 | ' | ' | ' | ' |
Stock issued in lieu of payment of accounts payable, shares | ' | ' | 75,972 | ' | ' | ' | ' |
Stock issued in lieu of payment of accounts payable | ' | ' | 72,778 | ' | ' | ' | ' |
Amount of accounts payable settled in stock issued in lieu of payment | ' | ' | 40,000 | ' | ' | ' | ' |
(Gain) loss on forgiveness/settlement of liabilities | 32,778 | -84,829 | 32,778 | -84,829 | ' | ' | ' |
Stock option expense | ' | ' | $67,869 | $186,620 | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 1 Months Ended |
Jul. 31, 2014 | |
HT Skills Ltd. [Member] | ' |
Subsequent Event [Line Items] | ' |
Loan to acquiree, face amount | 150,000 |
Loan to acquiree, interest rate | 10.00% |
GroupCard BV [Member] | ' |
Subsequent Event [Line Items] | ' |
Loan to acquiree, face amount | 400,000 |
Loan to acquiree, interest rate | 6.00% |
Unregistered Common Stock [Member] | HT Skills Ltd. [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of shares issued in business acquisition | 13,319,100 |
Unregistered Common Stock [Member] | Member Digital Ltd. [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of shares issued in business acquisition | 1,250,000 |
Unregistered Common Stock [Member] | Business Growth Systems, Ltd. [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of shares issued in business acquisition | 5,562,500 |
Unregistered Common Stock [Member] | GroupCard BV [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of shares issued in business acquisition | 2,812,500 |