Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Apr. 10, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Dec-14 | |
Entity Registrant Name | EFACTOR GROUP CORP. | |
Entity Central Index Key | 1158694 | |
Current Fiscal Year End Date | -19 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 147,733,139 | |
Entity Current Reporting Status | Yes | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Public Float | $21,489,402 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ||
Cash | $111,878 | $43,377 |
Accounts receivable, net of allowance for doubtful accounts of $64,812 $6,318 at December 31, 2014 and 2013, respectively | 419,664 | 75,071 |
Unbilled revenue | 329,315 | |
Other current assets | 59,215 | 8,878 |
Total current assets | 920,072 | 127,326 |
Property, website and equipment, net of accumulated depreciation of $1,419,215 and $1,102,939 at December 31, 2014 and 2013, respectively | 856,030 | 461,499 |
Goodwill | 25,544,581 | 3,646,994 |
Deferred financing costs | 101,897 | 347,764 |
TOTAL ASSETS | 27,422,580 | 4,583,583 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,229,944 | 1,085,122 |
Accounts payable - related party | 748,120 | 657,806 |
Contingent consideration | 943,746 | |
Accrued expenses and other current liabilities | 2,050,070 | 1,517,763 |
Operating line of Credit | 475,000 | 475,000 |
Bank loans | 148,006 | |
Deferred revenue | 55,382 | 71,836 |
Deferred rent | 368,509 | |
Current portion of note payable, net of discount | 261,267 | 318,711 |
Current portion of convertible note payable, net of discount | 1,042,904 | 650,762 |
Current portion of note payable - related parties, net of discount | 281,644 | 285,860 |
Total current liabilities | 8,604,592 | 5,062,860 |
Other Long-term obligations | 101,256 | 155,895 |
Contingent consideration | 310,937 | |
Non-current portion of note payable, net of discount | 8,177 | 13,598 |
Total Non-Current Liabilities | 420,370 | 169,493 |
TOTAL LIABILITIES | 9,024,962 | 5,232,353 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 2,500,000 issued and outstanding as of December 31, 2014 and December 31, 2013 respectively. | 2,500 | 2,500 |
Common stock, $0.001 par value, 175,000,000 shares authorized, 133,840,174 and 59,573,174 issued and outstanding at December 31, 2014 and December 31, 2013 respectively. | 133,840 | 59,573 |
Subscription receivable | -168,000 | |
Accumulated other comprehensive loss | -1,441,630 | -5,244 |
Additional paid-in capital | 65,819,434 | 16,978,361 |
Accumulated deficit | -45,948,526 | -17,683,960 |
Total stockholders' equity (deficit) | 18,397,618 | -648,770 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $27,422,580 | $4,583,583 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable, current | $64,812 | $6,318 |
Accumulated depreciation | $1,419,215 | $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 |
Par value of common stock to be issued | $0.00 | $0.00 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 133,840,174 | 59,573,174 |
Common stock, shares outstanding | 133,840,174 | 59,573,174 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Other Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Net revenues | $1,634,602 | $741,785 |
Operating expenses | ||
Cost of revenue | 472,941 | 219,931 |
Sales and marketing | 400,137 | 422,138 |
General and administrative | 9,496,653 | 3,946,635 |
Gain on forgiveness of liabilities | -303,114 | |
Impairment loss | 17,698,000 | |
Depreciation and amortization | 257,213 | 246,603 |
Total operating expenses | 28,021,830 | 4,835,307 |
Loss from operations | -26,387,228 | -4,093,522 |
Other income (expense): | ||
Interest expense | -2,438,172 | -911,527 |
Loss on conversion of debt | -585,961 | -1,026,859 |
Derivative gain | 1,188,041 | |
Other income (expense) | -41,246 | 84,829 |
Total other income (expense), net | -1,877,338 | -1,853,557 |
Net loss | -28,264,566 | -5,947,079 |
Other comprehensive gain (loss): | ||
Foreign currency translation adjustment | -1,436,386 | -5,244 |
Comprehensive gain (loss) | ($29,700,952) | ($5,952,323) |
Basic and diluted net loss per common share | ($0.34) | ($0.15) |
Weighted average shares used in completing basic and diluted net loss per common share | 82,746,526 | 40,101,081 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common Stock | Preferred Stock | Subscription Receivable | Comprehensive Loss | Additional Paid in Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2012 | $1,054 | $5,000 | $11,979,427 | ($11,736,881) | $248,600 | ||
Beginning Balance, shares at Dec. 31, 2012 | 1,053,751 | 5,000,000 | |||||
Issuance of common stock for cash | 10 | 166,992 | 167,002 | ||||
Issuance of common stock for cash, shares | 10,394 | ||||||
Issuance of common stock for debt | 613 | 531,951 | 532,564 | ||||
Issuance of common stock for debt, shares | 612,923 | ||||||
Derivative liability recognized due to "tainting" | |||||||
Termination of derivative liability | |||||||
Shares issued for debt discount | 75 | 1,050,378 | 1,050,453 | ||||
Shares issued for debt discount, shares | 75,425 | ||||||
Shares issued for extinguishment of debt | 3 | 1,014,056 | 1,014,059 | ||||
Shares issued for extinguishment of debt, shares | 3,011 | ||||||
Stock option expense | 78,200 | 78,200 | |||||
Foreign currency translation | -5,244 | -5,244 | |||||
Shares exchanged in merger Standard Drilling | 53,467 | -2,500 | -367,415 | -316,448 | |||
Shares exchanged in merger Standard Drilling, shares | 53,466,081 | -2,500,000 | |||||
Stock issued for acquisition | 3,686 | 1,329,649 | 1,333,335 | ||||
Stock issued for acquisition, shares | 3,686,529 | ||||||
Issuance of common stock for services | 665 | 1,195,123 | -1,195,123 | ||||
Issuance of common stock for services, shares | 665,060 | ||||||
Net loss | -5,947,079 | -5,947,079 | |||||
Ending Balance at Dec. 31, 2013 | 59,573 | 2,500 | -5,244 | 16,978,361 | -17,683,960 | -648,770 | |
Ending Balance, shares at Dec. 31, 2013 | 59,573,174 | 2,500,000 | |||||
Issuance of common stock for cash | 1,479 | -168,000 | 830,251 | 663,730 | |||
Issuance of common stock for cash, shares | 1,478,509 | ||||||
Issuance of common stock for debt | 9,019 | 2,294,064 | 2,303,082 | ||||
Issuance of common stock for debt, shares | 9,018,948 | ||||||
Shares issued for debt discount and interest | 768 | 619,478 | 620,246 | ||||
Shares issued for debt discount and interest, shares | 767,630 | ||||||
BCF for debt discount | 860,967 | 860,967 | |||||
Derivative liability recognized due to "tainting" | -2,274,454 | -2,274,454 | |||||
Termination of derivative liability | 1,360,638 | 1,360,638 | |||||
Shares issued for extinguishment of debt | 2,547 | 469,481 | 472,028 | ||||
Shares issued for extinguishment of debt, shares | 2,547,195 | ||||||
Stock option expense | 135,738 | ||||||
Foreign currency translation | -1,436,386 | -1,436,386 | |||||
Stock issued for acquisition | 49,882 | 39,775,398 | 39,825,280 | ||||
Stock issued for acquisition, shares | 49,881,600 | ||||||
Stock option expense | 135,738 | 135,738 | |||||
Warrants issued with debt | 36,425 | 36,425 | |||||
Issuance of common stock for services | 10,573 | 4,733,087 | -4,743,660 | ||||
Issuance of common stock for services, shares | 10,573,118 | ||||||
Net loss | -28,264,566 | -28,264,566 | |||||
Ending Balance at Dec. 31, 2014 | $133,840 | $2,500 | ($168,000) | ($1,441,630) | $65,819,434 | ($45,948,526) | $18,397,618 |
Ending Balance, shares at Dec. 31, 2014 | 133,840,174 | 2,500,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($28,264,566) | ($5,947,079) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 257,213 | 246,603 |
Stock option expense | 135,738 | 78,200 |
Amortization of debt discount and deferred financing fees | 2,105,860 | 703,293 |
Shares issued for services | 4,743,660 | 1,195,123 |
Impairment loss | 17,698,000 | |
(Gain) loss on forgiveness/settlement of liabilities | -270,336 | -84,829 |
Loss on conversion of debt | 553,182 | 1,026,859 |
Derivative gain | -1,188,041 | |
Provision for bad debts | 64,800 | 4,221 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 83,362 | -9,110 |
Unbilled revenue | -229,115 | |
Prepaid expenses and other current assets | 164,523 | 8,503 |
Accounts payable | 595,370 | 463,925 |
Accounts payable - related party | 131,053 | 640,771 |
Accrued expenses and other current liabilities | 957,133 | 248,995 |
Deferred revenue | -16,455 | -162,708 |
Deferred rent | 68,684 | |
NET CASH USED IN OPERATING ACTIVITIES: | -2,409,864 | -1,586,568 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for acquisition of property, website and equipment | -65,704 | -354,825 |
Cash acquired in reverse merger with acquisitions | 851 | |
Cash paid in advance of acquisitions, net of cash acquired | -51,339 | 23,593 |
Net cash used in investing activities | -117,043 | -330,381 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings | 1,926,950 | 1,712,300 |
Proceeds from borrowings - related parties | 42,111 | |
Proceeds from issuance of shares | 831,730 | 167,002 |
Repayment of borrowings | -96,274 | -2,713 |
Net cash provided by financing activities | 2,662,406 | 1,918,700 |
Effect of foreign currency exchange rate on cash | -66,998 | -5,244 |
Net increase (decrease) in cash | 68,501 | -3,493 |
Cash at beginning of period | 43,377 | 46,870 |
Cash at the end of the period | 111,878 | 43,377 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash paid for interest | 51,936 | 144,053 |
Cash paid for income taxes | ||
Non-cash Investing and Financing Activities: | ||
Debt discount due to beneficial conversion feature | 860,967 | 581,887 |
Debt discount due to shares and warrants issued with debt | 656,671 | 361,816 |
Debt discount due to derivative liability | 274,225 | |
Deferred financing costs | 475,000 | |
Reclass of accounts payable - related party to debt | 40,739 | 21,513 |
Derivative liability recognized due to "tainting" | 2,274,454 | |
Termination of derivative liability | 1,360,638 | |
Subscription receivable | 168,000 | |
Shares issued for conversion of debt and accrued interest | 1,749,901 | 532,564 |
Shares issued for settlement of accounts payable | 439,250 | |
Shares issued for acquisitions | $39,825,280 |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation |
The accompanying consolidated audited financial statements of EFactor Group Corp. (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”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries The E- Factor Corporation, MCC International, HT Skills, Member Digital, GroupCard, ELEQT, and Robson Dowry, all inter-company accounts have been eliminated in consolidation. | |
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 (which we refer to herein as the Exchange Agreement) with The E-Factor Corp., a Delaware corporation (which we refer to herein as EFactor), and certain shareholders of EFactor (such transaction, the “Share Exchange”), pursuant to which significantly all of the common stock sellers of EFactor (the “Original Sellers”) agreed to transfer to us 6,580,250 shares of common stock of EFactor in exchange for the issuance of: (a) 50,000,000 shares of our common stock; (b) 5,000,000 shares of Series A Convertible Preferred Stock; and (c) an additional 22,231,155 shares of our common stock were issued upon the effectiveness of the 1:40 reverse stock split of our common stock. The Share Exchange closed on February 11, 2013. | |
As a result of the Share Exchange, EFactor became our majority-owned subsidiary. We are now a holding company with all of our operations conducted through EFactor Group Corp., which is the owner of a portfolio of entrepreneur-focused product and service companies which exist around and complement EFactor.com, a targeted social network providing content and resources for entrepreneurs worldwide. The EFactor network is designed to support our members as their business grow, along each step of the process. | |
EFactor was incorporated in the state of Delaware on October 30, 2007, and provides a 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 July 1, 2014, the Company acquired HT Skills, based in London, which is a fully-accredited provider of apprenticeships and work-based vocational learning, and is also an experienced welfare-to-work job-broker. HT Skills has successfully delivered Government-funded contracts for Skills Funding Agencies (SFA), Department of Work and Pensions (DWP), and European Social Funds (ESF) and has secured sustainable employment for young people since 2006. | |
On July 1, 2014, the Company acquired Member Digital, a company that offers entrepreneurial solutions for niche interests — inspiring action, and increasing income. From subscription websites, to digital advocacy and simple CRM, Member Digital has many diverse solutions for entrepreneur's. | |
On July 7, 2014, the Company acquired GroupCard BV, a full service organization helping local organizations (i.e. sport clubs, charities, student associations, family caregivers) create extra value for their members, sponsors and partners. Based on a combination of services, technology, partnerships and business models, GroupCard is a revenue-generating partner to create extra value while keeping clients focused on their core business. | |
On October 1, 2014, the Company acquired ELEQT, an exclusive social discovery network for trendsetters in style and business. ELEQT offers a trusted social network, via www.eleqt.com, where members can engage with fascinating people to meet, discover things to do, places to go and trends to follow. ELEQT also organizes hundreds of exclusive member-only events around the world. | |
On November 15, 2014, the Company acquired Robson Dowry, an independent branding and design group with a track record of over 30 years. Robson Dowry provides its clients with graphic design, marketing and corporate positioning to help improve their clients’ visual identity and packaging. | |
The Company currently maintains its corporate office in New York, New York. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 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 and has no history and relatively few sales, no certainty of continuation can be stated. The accompanying consolidated financial statements for the twelve months ended December 31, 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies | ||||||||||||||||
Principles of consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as of December 31, 2014. Significant intercompany balances and transactions have been eliminated. | |||||||||||||||||
Stock-Based Compensation – The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 505-50, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees. | |||||||||||||||||
Fair Value of Financial Instruments – The carrying amounts reported in the consolidated balance sheets for the accounts receivable accounts payable and short-term notes are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available. | |||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). | |||||||||||||||||
Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets. | |||||||||||||||||
Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. | |||||||||||||||||
Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. | |||||||||||||||||
The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2014: | |||||||||||||||||
Amount | Level 1 | Level 2 | Level 3 | ||||||||||||||
Contingent consideration | $ | 1,254,683 | $ | - | $ | - | $ | 1,254,683 | |||||||||
Total | $ | 1,254,683 | $ | - | $ | - | $ | 1,254,683 | |||||||||
The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: | |||||||||||||||||
Balance at December 31, 2013 | $ | - | |||||||||||||||
Fair value of derivative liabilities at issuance charged to debt discount | 274,225 | ||||||||||||||||
Fair value of derivative liabilities at issuance charged to additional paid in capital | 2,274,454 | ||||||||||||||||
Termination of derivative liability | (1,360,638 | ) | |||||||||||||||
Unrealized derivative gains included in other expense | (1,188,041 | ) | |||||||||||||||
Contingent consideration recognized | 1,254,683 | ||||||||||||||||
Balance at December 31, 2014 | $ | 1,254,683 | |||||||||||||||
Cash and Cash Equivalents – For purposes of financial statement presentation, the Company considers all highly liquid investments with a maturity of three months or less, from the date of purchase, to be cash equivalents. The Company had no cash equivalents at December 31, 2014 or 2013. | |||||||||||||||||
Concentration of Credit Risk – Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and trade receivables. Concentrations of credit risk with respect to trade receivables are limited due to the clients that comprise our customer base and their dispersion across different business and geographic areas. We estimate and maintain an allowance for potentially uncollectible accounts and such estimates have historically been within management's expectations. | |||||||||||||||||
Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had no deposits in excess of federally insured limits at December 31, 2014 and 2013. | |||||||||||||||||
Accounts Receivable – The Company’s accounts receivable arise primarily from the sale of advertising, public relations services and promotional placements on its website and from advisory services. For the year ended December 31, 2014 and 2013, we had six and five major customers respectively making up the full receivable balance. On a periodic basis, the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs, collections, and current credit conditions, writes off accounts it considers uncollectible. Invoices are typically due in 30 days. The Company does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on an account-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have been exhausted. | |||||||||||||||||
Property and Equipment – Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized. | |||||||||||||||||
Depreciation and amortization is recorded using the straight-line method over the estimated useful lives of depreciable assets, which are generally three to five years. | |||||||||||||||||
Website and Software Development Costs – Internal use software development costs are accounted for in accordance with ASC Topic No. 350 which requires the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset of three years. | |||||||||||||||||
The Company capitalized website and internal-use software costs of $109,969 and $383,670 for the years ended December 31, 2014 and 2013, respectively. In addition, during 2014, the Company added $403,059 of website development costs in conjunction with its acquisition of ELEQT. The Company’s capitalized website and internal-use software amortization is included in depreciation and amortization in the Company’s statements of operations, and totaled $217,560 and $262,100 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
Goodwill – In financial reporting goodwill is not amortized, but is tested for impairment annually in the fourth quarter of the fiscal year or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. | |||||||||||||||||
We review goodwill for impairment by performing a two-step goodwill impairment test. The first step of the two-step goodwill impairment test is to compare the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step of the two-step goodwill impairment test is required to measure the goodwill impairment loss. | |||||||||||||||||
The second step includes valuing all the tangible and intangible assets of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying amount. | |||||||||||||||||
Calculating the fair value of a reporting unit and the implied fair value of reporting unit goodwill requires significant judgment. The use of different assumptions, estimates or judgments in either step of the goodwill impairment testing process, such as the estimated future cash flows of reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the estimated fair value of a reporting unit or its net assets. | |||||||||||||||||
The Company recorded an impairment of its investment of $17,698,000 for the year ended December 31, 2014 compared to $0 for the year ended December 31, 2013. In the year ended December 31, 2014, the Company evaluated the holding value of this investment based upon guidelines outlined in ASC 320 and concluded the fair value of the asset had declined by $17,698,000 from its value at acquisition. | |||||||||||||||||
Derivatives – All derivatives held by us are recognized in the consolidated balance sheets at fair value with changes in fair value reflected in other income (expense) in the consolidated statements of operations and comprehensive loss. We issued warrants on our own common stock in conjunction with the term loan discussed in Note 5 of our consolidated financial statements. These warrants meet the definition of a derivative and are reflected as a warrant liability at fair value in the consolidated balance sheets. Likewise, embedded conversion options in our convertible notes which qualify for derivative accounting are bifurcated and their corresponding fair values are recorded as derivative liabilities. | |||||||||||||||||
Embedded Conversion Features – The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. | |||||||||||||||||
Foreign currency and foreign currency transactions – The functional currency of MCC International, HT Skills, Member Digital, and Robson Dowry is the pound sterling (GBP) while the functional currency of GroupCard BV is the Euro. Balance sheet accounts of these entities are translated from their functional currencies into U.S. dollars at period-end exchange rates, and income and expense accounts are translated at average exchange rates during the period. Translation gains or losses related to net assets are recorded as unrealized foreign currency translation adjustments within accumulated other comprehensive income (loss) in stockholders' equity. Gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity's functional currency) are included in other income and expense in the consolidated statements of operations and other comprehensive loss. | |||||||||||||||||
Revenue Recognition – Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. Where arrangements have multiple elements, revenue is allocated to the elements based on the relative selling price method and revenue is recognized based on the Company’s policy for each respective element. | |||||||||||||||||
The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings. When it is unable to establish selling price using this method, the Company determines its best estimate for deliverables by considering multiple factors including, but not limited to, its pricing practices, profit margin, prices it charges for similar offerings, sales volume, geographies, market conditions, and the competitive landscape. | |||||||||||||||||
The Company generates revenue primarily from sales of the following services: | |||||||||||||||||
· | Member Fees – We have a VIP package which offers members access to premium services such as all our events, airport lounges, VIP lounges and VIP content on the site. We also hold a variety of networking and informational events for our members to which members can gain a subscription and provide varying other membership packages to our members that allow them access to premium services via our website. Revenue from member services is recognized ratably over the contractual period, generally from one to 12 months. | ||||||||||||||||
· | Sponsorships – The Company generates revenues from Sponsors in a variety of ways. Sponsors can gain exposure to the Company's members, either through placement or short write-ups in newsletters, on event invitations or by participating as a sponsor at one of the Company's Events where a Sponsor may provide access to its products or service (booth/stall) or by being a speaker or panelist at an event that fits in their industry. This revenue is recognized over the specific event timeline, which varies from a single day event or a longer-term promotional event over a series of weeks. | ||||||||||||||||
· | Public Relations – We provide market and brand awareness consulting services, targeting high and emerging technology and science companies, as well as professional service organizations that help get recognition within the practiced community and provide an explicit company identity. This revenue is recognized when the services are complete. | ||||||||||||||||
· | Advertising – Visitor demographics and time spent on a website are the primary drivers behind advertising-based revenue models for internet properties. When a user clicks an advertisement (CPC basis), views an advertisement impression (CPM basis), registers for an external website via an advertisement clicked on through the Company’s application (CPA basis). Proceeds from such contracts are recognized over the period in which the advertisements are displayed on the websites. | ||||||||||||||||
· | Advisory Services – The Company promotes and makes available advisory and consulting services to members for the purpose of support, introduction guidance and general mentoring of members in their pursuit of their entrepreneurial objectives, for which fees are charged. These revenues are recorded when services for the transactions are determined to be concluded, generally as set forth under the terms of the engagement or when the sundry milestones have been completed after the defined services are performed. Transaction-related expenses, primarily consisting of costs directly associated with the transaction, are deferred and recognized in the same period as the transaction revenue. | ||||||||||||||||
Amounts billed or collected in excess of revenue recognized are recorded as deferred revenue. | |||||||||||||||||
Unbilled revenue represents revenues recognized in excess of the amounts billed for completed services. | |||||||||||||||||
Impairment of Long-lived Assets – The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, “Accounting for the Impairment of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. During 2014 and 2013, there have been no impairment losses. | |||||||||||||||||
Comprehensive Loss – There are components of comprehensive loss other than net loss that the Company has incurred as it relates to foreign currency, and accordingly the Company now presents a comprehensive income and loss for the periods presented. | |||||||||||||||||
Net Loss per Common Share – Basic net loss per share of common stock excludes dilution and is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock. For all periods presented, potentially dilutive securities are excluded because their effect is anti-dilutive. | |||||||||||||||||
Advertising Costs – Advertising costs are expensed when incurred and are included in sales and marketing expense in the accompanying statements of operations. The Company incurred advertising costs of $400,137 and $422,139 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
Nonmonetary transactions – Based on guidance provided in accordance with ASC No. 845 Nonmonetary Transactions (“ASC 845”), barter transactions with commercial substance are recorded at the estimated fair value of the products exchanged, unless the products received have a more readily determinable estimated fair value. The fair value of the product and services received during the year ended December 31, 2014 was $68,685. | |||||||||||||||||
Reclassifications – Certain comparative amounts from prior periods have been reclassified to conform to the current year's presentation. These changes did not affect previously reported net loss. | |||||||||||||||||
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Income Taxes – The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | |||||||||||||||||
The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |||||||||||||||||
Recent Accounting Pronouncements – The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | Note 4. Property and Equipment | ||||||||
Property and equipment, net consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Computer equipment | $ | 139,363 | $ | 29,843 | |||||
Furniture and fixtures | 92,367 | 14,369 | |||||||
Automobiles | 48,336 | 38,075 | |||||||
Capitalized website and internal use software | 1,995,179 | 1,482,151 | |||||||
Total property, web site and computer equipment | 2,275,245 | 1,564,438 | |||||||
Less: accumulated depreciation and amortization | (1,419,215 | ) | (1,102,939 | ) | |||||
Total property, web site and computer equipment, net | $ | 856,030 | $ | 461,499 | |||||
Depreciation and amortization expense on property and equipment was $257,284 and $246,603 for the years ended December 31, 2014 and 2013, respectively. |
Notes_Payable_and_Line_of_Cred
Notes Payable and Line of Credit | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Notes Payable and Line of Credit | Note 5. Notes Payable and Line of Credit | ||||||||
Notes payable | |||||||||
During the years ended December 31, 2014 and 2013 the Company issued unsecured convertible notes payable to individuals totaling $1,916,950 and $1,004,410, respectively. 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 common shares at prices ranging from $0.20 to $3 per common share. The Company also issued five unsecured short-term notes payable to individuals totaling $223,488 in 2013. These notes bear annual interest of 12% and mature within a period of six (6) months from issuance. | |||||||||
The Company issued a total of 767,630 common shares and 100,000 warrants in 2014 and 75,425 common shares in 2013, with the notes and the relative fair value of the shares and warrants amounting to $656,671 in 2014 and $361,816 in 2013 were recognized as debt discounts and amortized over the term of the notes. The warrants issued with the 2014 convertible notes have a term of 36 months and an exercise price of Euro 0.45 per share. The Company evaluated the embedded conversion features within the convertible debt under ASC 815 “Derivatives and Hedging” and determined that the embedded conversion feature of certain notes issued in 2014 qualified for derivative accounting. See Note 7. 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 $860,697 and $581,887 in 2014 and 2013, respectively, which was recognized as a debt discount and amortized over the term of the notes. | |||||||||
During the years ended December 31, 2014 and 2013, the Company made principal repayments totaling $61,537 and $1,876, respectively. Likewise, 9,018,948 and 612,923 common shares were issued to convert $1,749,901 and $532,564 of convertible debt and accrued interest in 2014 and 2013, respectively. A loss on conversion of debt amounting to $553,182 was recognized for the year ended December 31, 2014. | |||||||||
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 3,011 common shares as consideration for the amendment, the noteholder has subsequently converted his note in January of 2014. 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 year ended December 31, 2013 amounting to $50,109 in connection with this amendment. | |||||||||
During the years ended December 31, 2014 and 2013, the Company recognized $1,855,290 and $841,362, respectively, 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 years ended December 31, 2014 and 2013 is set forth below: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Balance, beginning | $ | 983,071 | 397,285 | ||||||
Proceeds from convertible notes | 1,916,950 | 1,004,410 | |||||||
Proceeds from notes payable | - | 223,488 | |||||||
Payable converted to notes | 40,739 | 7,171 | |||||||
Repayments of notes payable | (61,537 | ) | (1,876 | ) | |||||
Conversion of convertible notes to equity | (1,630,302 | ) | (532,559 | ) | |||||
Debt discount on new convertible notes and shares issued with debt | (1,791,863 | ) | (626,904 | ) | |||||
Amortization of debt discount | 1,855,290 | 512,056 | |||||||
Balance, end | $ | 1,312,348 | $ | 983,071 | |||||
Less: | |||||||||
Convertible notes payable | (1,042,904 | ) | (650,762 | ) | |||||
Current portion of notes payable – third parties | (261,267 | ) | (318,711 | ) | |||||
Non-current portion of notes payable – third parties | $ | 8,177 | $ | 13,598 | |||||
Odom Line of Credit | |||||||||
On June 7, 2013, the Company entered into a Revolving Line of Credit Agreement (the “Odom 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 December 31, 2014, the Company has drawn $475,000 from the line leaving a current available balance of $275,000. As required by the Odom 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 twelve months ended December 31, 2014, $245,867 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. 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. | |||||||||
Bank loans | |||||||||
Through the acquisition of the HT Skills entity on July 1, 2014 the Company also assumed three separate banking activities where the former principal owner of HT Skills has continued to guarantee the amount of the funds provided whether in an overdraft or outstanding balance position. As of December 31, 2014, HT Skills has an outstanding balance on their overdraft facility of $63,030 (GBP39,981) which is included in accounts payable in the consolidated balance sheets. As of December 31, 2014, HT Skills has outstanding balances for two term loans totaling to $148,006 (GBP86,500). These loans mature on May 31, 2015, are subject to annual interest at a rate of 8% over the prevailing Bank of England Base Rate (the Bank of England base rate is currently 0.5% a year, but may change from time to time) and are secured by the assets of HT Skills. |
Other_Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2014 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Note 6. Other Liabilities |
Justice Obligation | |
As part of the acquisition of EQmentor, Inc., the Company entered into an employment agreement with the former majority shareholder of EQmentor, Inc. where the latter is entitled to receive a quarterly bonus in an amount equivalent to $103,333 (net of payment of all payroll taxes and other withholdings), in cash or common stock. The purpose of the obligation was to allow the former majority shareholder to repay certain debts that he had personally secured during the course of his ownership of EQmentor, Inc. As of December 31, 2014 and 2013, this obligation has an outstanding balance of $661,333 which is included in accrued liabilities and other current liabilities in the consolidated balance sheets. The obligation accrues interest of 3.5% per annum. The Company is anticipating payments to begin on a quarterly basis during the second quarter in 2015. | |
MCC 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. This obligation is reported as other long-term obligations in the consolidated balance sheets. |
Derivative_Instruments
Derivative Instruments | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivative Instruments | |||||||||
Derivative Instruments | Note 7. Derivative Instruments | ||||||||
Two notes issued during the year ended December 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 year ended December 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 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, 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. | |||||||||
A convertible note issued in October 2014 amounting to $63,102 contained a variable conversion rate which qualified for derivative accounting. This tainted other outstanding convertible notes which resulted to the conversion option on these notes to be bifurcated and accounted for as derivative liabilities. A derivative liability of $2,274,454 was recognized and debited to additional paid in capital. The convertible note with the variable conversion rate was converted in November 2014. Consequently, the derivative liability was marked to market as of the conversion date and a derivative gain of $1,764,184 was recognized. The fair value of the derivative liability at the re-measurement date amounting to $510,270 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 | % | 0.01 - 0.15 | % | |||||
Dividend yield | 0 | % | 0 | % | |||||
Volatility factor | 146% - 1,731 | % | 171 -319 | % | |||||
Term | 0.07 – 1.01 years | 0.09 - 0.25 years |
Related_Parties_and_Related_Pa
Related Parties and Related Party Transactions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Related Parties and Related Party Transactions | Note 8. Related Parties and Related Party Transactions | ||||||||
Accounts Payable – Related Party | |||||||||
As of December 31, 2014, two of our executive officers, Adriaan Reinders and Marion Freijsen had unreimbursed expenses and unpaid management fees of $309,063 and $249,901, respectively. The remaining balance of $189,156 represents amounts 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 years months ended December 31, 2014 and 2013 are set forth below: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Balance, beginning | $ | 285,860 | $ | 163,675 | |||||
Related party notes assumed from the reverse merger | - | 2,000 | |||||||
Related party payables converted to notes | - | 21,513 | |||||||
Borrowings from related parties | 10,000 | 42,110 | |||||||
Amortization of debt discount | 4,703 | 64,001 | |||||||
Repayment of related party notes | (18,919 | ) | (837 | ) | |||||
Debt discount on shares issued with note | - | (6,602 | ) | ||||||
Balance, end | $ | 281,644 | $ | 285,860 | |||||
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 year ended December 31, 2013 amounting to $976,750 in connection with this amendment. As of December 31, 2014, the balance on this note was $181,081 | |||||||||
In 2014, the Company issued a $10,000 unsecured note to a director with annual interest of 12% and a maturity date of January 5, 2015. | |||||||||
During the year ended December 31, 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 December 31, 2014 includes $42,490 of notes payable, $800 and $4,000 advance due to related parties associated with Marion Freijsen and Adriaan 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 | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies |
In the normal course of business, we may, from time to time, be subject to pending and threatened legal actions and proceedings. While the results of any litigation or other legal proceedings are uncertain, management does not believe the ultimate resolution of any pending legal matters is likely to have a material adverse effective on our financial position, results of operations or cash flows. We accrue for loss contingencies when it is both probable that we will incur the loss and when the amount of the loss can be reasonably estimated. As of December 31, 2014, there were no material pending or threatened legal actions or proceedings against us. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
Stockholders' Equity | Note 10. Stockholders’ Equity | ||||||||||||
The Company’s Amended and Restated Articles of Incorporation were amended on September 20, 2013 to increase the authorized $0.001 par value common stock from 100,000,000 to 175,000,000 shares. | |||||||||||||
The Company also on September 20, 2013 amended its Articles of Incorporation to increase the authorized $0.001 par value Preferred Stock from 10,000,000 to 20,000,000 shares, there currently are 2,500,000 outstanding. The preferred stock has certain preferences over the common stock holders including the right to vote 25 votes per preferred share. | |||||||||||||
Common Stock | |||||||||||||
During the year ended December 31, 2014: | |||||||||||||
- | the Company issued 1,478,509 shares of common stock for cash proceeds of $663,730. | ||||||||||||
- | the Company issued 9,018,948 shares of common stock to convert $2,303,083 of convertible debt and accrued interest. | ||||||||||||
- | the Company issued 767,630 shares of common stock as an enticement to enter into a transaction to lend money to the Company, resulting in a debt discount and interest of $620,246. | ||||||||||||
- | the Company issued 2,547,195 shares of common stock in connection with the extinguishment of debt totaling $472,028. | ||||||||||||
- | the Company issued 49,881,600 shares of common stock for related acquisitions. | ||||||||||||
- | The Company issued 10,573,118 shares of common stock for services with a fair value of $4,743,660. | ||||||||||||
- | The Company has outstanding subscription receivables of $168,000 resulting from the acquisition of ELEQT. | ||||||||||||
During the year ended December 31, 2013: | |||||||||||||
- | the Company issued 10,394 shares of common stock for cash proceeds of $167,002. | ||||||||||||
- | the Company issued 612,923 shares of common stock to convert 532,564 of convertible debt. | ||||||||||||
- | the Company issued 75,425 shares of common stock as an enticement to enter into a transaction to lend money to the Company, resulting in a debt discount of $1,050,453. | ||||||||||||
- | the Company issued 3,011 shares of common stock in connection with the loss on extinguishment of debt totaling $1,014,059. | ||||||||||||
- | the Company exchanged 53,446,081shares of common stock in the merger of Standard Drilling. | ||||||||||||
- | the Company issued 3,686,524 shares of common stock for the acquisition of MCC International. | ||||||||||||
- | The Company issued 665,060 shares of common stock for services with a fair value of $1,195,788. | ||||||||||||
Employee Stock Options | |||||||||||||
In September 2011, the Company adopted the 2010 Stock Option Plan pursuant to which stock options to acquire 10,228,844 shares of the Company’s common stock were available for issuance. The Company subsequently reduced the plan by 6,401,303 on November 12, 2012 to 3,827,541 of common stock available for issuance. Under the Plan, non-statutory stock options and stock purchase rights may be granted to employees and consultants. Incentive stock options may be granted only to employees. | |||||||||||||
The Company also issued 3,827,541 options to purchase common shares to employees. These options had terms of 4 to 5 years; exercise prices of $0.53 - $0.59, and had vesting dates from immediately to October 1, 2011. The options were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include the following: | |||||||||||||
Expected term: 3.25-3.75 years | |||||||||||||
Expected volatility: 173.31% - 173.49% | |||||||||||||
Risk free interest rate: 0.85% - 4.16% | |||||||||||||
Expected dividend yield: 0% | |||||||||||||
The grant date fair value of the options was determined to be $2,574,788. During the year ended December 31, 2014 and 2013, stock option expense related to the options totaled $135,738 and $78,200, respectively. | |||||||||||||
Options | Weighted | Weighted | |||||||||||
Average | Average | ||||||||||||
Exercise Price | Remaining | ||||||||||||
Life | |||||||||||||
Outstanding as of December 31, 2012 | 5,370,250 | $ | 0.56 | 3.7 | |||||||||
Granted | - | - | - | ||||||||||
Exercised | - | - | - | ||||||||||
Expired/Cancelled | (1,542,709 | ) | 0.53 | - | |||||||||
Outstanding as of December 31, 2013 | 3,827,541 | $ | 0.57 | 2.7 | |||||||||
Granted | - | - | - | ||||||||||
Exercised | - | - | - | ||||||||||
Expired/Cancelled | - | - | - | ||||||||||
Outstanding as of December 31, 2014 | 3,827,541 | 0.57 | 1.7 | ||||||||||
During the years ended December 31, 201 and 2013, the Company recognized a net benefit of $0 and $145,455, respectively due to the forfeiture of options of terminated employees and an expense of $135,738 and $41,165, respectively, for stock option expense related to options granted in prior periods. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | Note 11. Income Taxes | ||||||||
The Company’s income tax expense for the periods presented in the statements of operations represents minimum California franchise taxes. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes were as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
U.S. income taxes at statutory federal rate | 35 | % | 34 | % | |||||
State and local income taxes, net of federal tax benefit | 6 | 6 | |||||||
Earnings of foreign subsidiaries | 2.2 | - | |||||||
Goodwill impairment | (21.8 | ) | - | ||||||
Non-deductible items | (1.0 | ) | (1 | ) | |||||
Valuation allowance | (20.4 | ) | (39 | ) | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
The Company may not be able to utilize the net operating loss carry forwards for its U.S. income taxes in future periods should it experience a change in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change in its ownership over a 3-year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carry forwards. Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and credits following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change. The Company has not completed the complex analysis required by the IRC to determine if an ownership change has occurred. | |||||||||
The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets | $ | 5,994,532 | $ | 4,186,483 | |||||
Valuation allowance | (5,994,532 | ) | (4,186,483 | ) | |||||
Total deferred tax assets, net | $ | - | $ | - | |||||
At December 31, 2014 and 2013, the Company had net operating loss carry forwards available to offset future taxable income of approximately $17,130,000and and $12,390,000, respectively. These carry forwards will begin to expire in the year ending December 31, 2032. Utilization of the net operating loss carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The Company has not performed a change in ownership analysis since its inception in 2007 and, accordingly, some or all of its net operating loss carry forwards may not be available to offset future taxable income. Even if the loss carry forwards are available, they may be subject to substantial annual limitations resulting from past ownership changes, and ownership changes occurring after December 31, 2014, that could result in the expiration of the loss carry forwards before they are utilized. | |||||||||
The nature of the components of the deferred tax assets are attributable to the Net operating loss carry-forwards incurred by the Company and temporary differences that maybe used in future years to offset future tax liabilities. We believe that it is more likely than not that the benefit from these deferred tax assets will not be realized. In recognition of this risk, we have provided a valuation allowance of $5,994,532 on the deferred tax assets relating to these NOL carryforwards. | |||||||||
The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to the Company for tax reporting purposes, and other relevant factors. At December 31, 2014 and 2013, deferred tax assets have been fully offset by a valuation allowance. | |||||||||
The Company files income tax returns in the U.S. federal jurisdiction, which encompasses the foreign owned entities filing requirements, along with the State of California. The Company is subject to U.S. federal and state income tax examinations by tax authorities for tax years 2007 through 2014 due to net operating losses that are being carried forward for tax purposes. The Company does not have any uncertain tax positions or unrecognized tax benefits at December 31, 2014 or 2013. The Company’s policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Acquisitions | Note 12. Acquisitions | ||||||||
Acquisition of HT Skills Ltd | |||||||||
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. | |||||||||
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: | |||||||||
Accounts receivable | $ | 310,464 | |||||||
Unbilled revenue | 100,200 | ||||||||
Property, plant and equipment | 167,728 | ||||||||
Goodwill | 10,782,378 | ||||||||
Assets acquired | $ | 11,360,770 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 409,602 | |||||||
Short term debt | 148,006 | ||||||||
Other long term liabilities | 147,882 | ||||||||
Liabilities assumed | $ | 705,490 | |||||||
Net assets acquired | $ | 10,655,280 | |||||||
Fair value of consideration given | $ | 10,655,280 | |||||||
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 July 1, 2014, the purchase price allocation will be solidified for any change in existing, assets and liabilities during the measurement period. | |||||||||
The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of HT Skills occurred on January 1, 2013: | |||||||||
2014 | 2013 | ||||||||
Sales | $ | 2,050,906 | $ | 2,116,637 | |||||
Operating expenses | 28,480,532 | 6,114,519 | |||||||
Operating loss | (26,429,626 | ) | (3,997,882 | ) | |||||
Non-operating expense | 1,888,404 | 1,945,323 | |||||||
Net loss | $ | (28,318,030 | ) | $ | (5,943,205 | ) | |||
Basic and diluted net income per common share | $ | (0.34 | ) | $ | (0.11 | ) | |||
Acquisition of Member Digital | |||||||||
On July 1, 2014, the Company 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. | |||||||||
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 | $ | 8,305 | |||||||
Accounts receivable | 5,884 | ||||||||
Goodwill | 1,002,063 | ||||||||
Assets acquired | $ | 1,016,252 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 16,252 | |||||||
Liabilities assumed | $ | 16,252 | |||||||
Net assets acquired | $ | 1,000,000 | |||||||
Fair value of consideration given | $ | 1,000,000 | |||||||
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 July 1, 2014, the purchase price allocation will be solidified for any change in existing, assets and liabilities during the measurement period. | |||||||||
The following is the unaudited pro forma information for the year ended December 31, 2014 and 2013 assuming the acquisition of Member Digital occurred on January 1, 2013: | |||||||||
2014 | 2013 | ||||||||
Sales | $ | 1,747,738 | $ | 903,459 | |||||
Operating expenses | 28,224,312 | 4,951,812 | |||||||
Operating loss | (26,476,574 | ) | (4,048,353 | ) | |||||
Non-operating expense | 1,877,338 | 1,853,557 | |||||||
Net loss | $ | (28,353,912 | ) | $ | (5,901,910 | ) | |||
Basic and diluted net income per common share | $ | (0.34 | ) | $ | (0.16 | ) | |||
Acquisition of GroupCard | |||||||||
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 “GC Sellers”). On the same date, the parties consummated the transaction, pursuant to which the GC 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 addition, the Company agreed to pay the GC 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 GC 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. The Company has evaluated the potential contingencies associated with this Exchange Agreement and determined that as of December 31, 2014 there was a liability for contingent consideration of approximately $875,000 which will be settled in common stock. | |||||||||
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 | $ | 4,460 | |||||||
Accounts receivable | 19,177 | ||||||||
Prepaid expenses | 12,275 | ||||||||
Goodwill | 3,155,326 | ||||||||
Assets acquired | $ | 3,191,238 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 43,212 | |||||||
Other current liabilities | 23,026 | ||||||||
Liabilities assumed | $ | 66,238 | |||||||
Net assets acquired | $ | 3,125,000 | |||||||
Fair value of consideration given: | |||||||||
Acquisition date | $ | 2,250,000 | |||||||
Contingent consideration | 875,000 | ||||||||
Total fair value of consideration given | $ | 3,125,000 | |||||||
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 July 7, 2014, the purchase price allocation will be solidified for any change in existing, assets and liabilities during the measurement period. | |||||||||
The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of GroupCard occurred on January 1, 2013: | |||||||||
2014 | 2013 | ||||||||
Sales | $ | 1,905,715 | $ | 834,287 | |||||
Operating expenses | 10,883,177 | 4,990,728 | |||||||
Operating loss | (8,977,462 | ) | (4,156,441 | ) | |||||
Non-operating expense | 3,102,396 | 1,853,381 | |||||||
Net loss | $ | (12,079,858 | ) | $ | (6,009,822 | ) | |||
Basic and diluted net income per common share | $ | (0.15 | ) | $ | (0.15 | ) | |||
Acquisition of ELEQT Ltd | |||||||||
On October 1, 2014, the Company entered into an Exchange Agreement by and among the Company, ELEQT Ltd., an entity organized under laws of the England and Wales (“ELEQT”), and the shareholders of ELEQT. On the same date, the parties consummated the transaction, pursuant to which the Sellers sold, and the Company purchased, all of ELEQT’s outstanding capital stock, in exchange for 31,000,000 unregistered shares of the Company’s common stock. | |||||||||
The Company also agreed to pay the Sellers an earn-out payment of shares of Common, commencing on October 1, 2015. The amount of shares to be distributed is based on ELEQT’s subsidiary achievement of various financial and operating metrics including revenue growth, gross profit margin improvement, membership growth amount and member spend growth. In the event ELEQT achieves all or a portion of these targets for the twelve months ended October 1, 2015, the Company will issue to the Sellers up to a maximum of 3,633,333 Earn-Out Shares. As of December 31, 2014, the Company has recognized a contingent consideration of approximately $380,000 related to the Earn-Out Shares. | |||||||||
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 | $ | 85,896 | |||||||
Accounts receivable | 61,624 | ||||||||
Other receivables | 339,268 | ||||||||
Property, plant and equipment | 6,838 | ||||||||
Intangible assets | 403,058 | ||||||||
Goodwill | 25,677,277 | ||||||||
Assets acquired | $ | 26,573,961 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 77,999 | |||||||
Other current liabilities | 541,279 | ||||||||
Liabilities assumed | $ | 619,278 | |||||||
Net assets acquired | $ | 25,954,683 | |||||||
Fair value of consideration given: | |||||||||
Acquisition date | $ | 25,575,000 | |||||||
Contingent consideration | 379,683 | ||||||||
Total fair value of consideration given | $ | 25,954,683 | |||||||
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 October 1, 2014, the purchase price allocation will be solidified for any change in existing, assets and liabilities during the measurement period. | |||||||||
The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of ELEQT occurred on January 1, 2013: | |||||||||
2014 | 2013 | ||||||||
Sales | $ | 2,209,801 | $ | 2,031,533 | |||||
Operating expenses | 28,920,179 | 6,473,865 | |||||||
Operating loss | (26,710,378 | ) | (4,442,332 | ) | |||||
Non-operating expense | 1,877,338 | 1,855,906 | |||||||
Net loss | $ | (28,587,716 | ) | $ | (6,298,238 | ) | |||
Basic and diluted net income per common share | $ | (0.35 | ) | $ | (0.09 | ) | |||
Acquisition of Robson Dowry | |||||||||
On November 15, 2014, the Company entered into an Exchange Agreement by and among the Company, Robson Dowry Associates Ltd., an entity organized under the laws of the England and Wales (“Robson Dowry”), and the shareholders of Robson Dowry Associates Ltd. On the same date, the parties consummated the transaction, pursuant to which the Sellers sold, and the Company purchased, all of Robson Dowry’s outstanding capital stock, in exchange for 1,500,000 unregistered shares of the Company’s common. | |||||||||
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: | |||||||||
Accounts receivable | $ | 95,605 | |||||||
Prepaid expenses | 31,318 | ||||||||
Property, plant and equipment | 8,485 | ||||||||
Goodwill | 347,934 | ||||||||
Assets acquired | $ | 483,342 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 96,704 | |||||||
Other current liabilities | 41,638 | ||||||||
Liabilities assumed | $ | 138,342 | |||||||
Net assets acquired | $ | 345,000 | |||||||
Fair value of consideration given | $ | 345,000 | |||||||
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 November 15, 2014, the purchase price allocation will be solidified for any change in existing, assets and liabilities during the measurement period. | |||||||||
The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of Robson Dowry occurred on January 1, 2013: | |||||||||
2014 | 2013 | ||||||||
Sales | $ | 2,209,371 | $ | 1,641,655 | |||||
Operating expenses | 28,538,270 | 5,654,285 | |||||||
Operating loss | (26,328,899 | ) | (4,012,630 | ) | |||||
Non-operating expense | 1,877,338 | 1,853,557 | |||||||
Net loss | $ | (28,206,237 | ) | $ | (5,866,187 | ) | |||
Basic and diluted net income per common share | $ | (0.34 | ) | $ | (0.14 | ) |
Business_Segment_information
Business Segment information | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Segment Reporting [Abstract] | |||||||||
Business Segment information | Note 13. Business Segment information | ||||||||
The Company's reportable segments are defined by their service or revenue sources. The Company's reportable segments are Social Networking, Education and Mentoring, and Business Services. EFactor, GroupCard, Member Digital, and ELEQT are included in the Social Networking segment. EQMentor and HT Skills are included in the Education and Mentoring segment. Robson Dowry and MCC are included in the Business Services segment. | |||||||||
The Company measures the performance of its segments based on their operating income excluding administrative and general expenses. The accounting policies of the operating segments are the same as those described in Note 3 Summary of Significant Accounting Policies. Other income, interest expense, and income taxes are not allocated to individual operating segments, and assets not identifiable to an individual segment are included as corporate assets. Segment information is reported consistent with the Company's management reporting structure. | |||||||||
Business segment information is as follows: | |||||||||
For the years ended December 31, | |||||||||
2014 | 2013 | ||||||||
SOCIAL NETWORKING | |||||||||
Sales | $ | 744,245 | $ | 68,994 | |||||
Operating income | (17,933,074 | ) | (2,386,594 | ) | |||||
Assets | 14,331,565 | 472,689 | |||||||
Capital expenditures | 155,481 | 354,825 | |||||||
Depreciation and amortization | 221,782 | 242,625 | |||||||
EDUCATION AND MENTORING | |||||||||
Sales | $ | 490,310 | $ | 315,989 | |||||
Operating income | (1,896,329 | ) | (194,464 | ) | |||||
Assets | 10,853,975 | 2,189,592 | |||||||
Capital expenditures | - | - | |||||||
Depreciation and amortization | 34,939 | 525 | |||||||
BUSINESS SERVICES | |||||||||
Sales | $ | 400,047 | $ | 356,802 | |||||
Operating income | (31,689 | ) | 20,952 | ||||||
Assets | 1,974,518 | 1,614,306 | |||||||
Capital expenditures | - | - | |||||||
Depreciation and amortization | 563 | 3,453 | |||||||
REPORTABLE SEGMENTS TOTAL | |||||||||
Sales | $ | 1,634,602 | $ | 741,784 | |||||
Operating income | (19,861,092 | ) | (2,560,106 | ) | |||||
Assets | 27,160,058 | 4,276,587 | |||||||
Capital expenditures | 155,481 | 354,825 | |||||||
Depreciation and amortization | 257,284 | 246,603 | |||||||
CORPORATE & OTHER | |||||||||
Operating (loss) from administrative expenses | $ | (6,526,136 | ) | $ | (1,533,416 | ) | |||
Assets | 262,522 | 306,996 | |||||||
Capital expenditures | - | - | |||||||
Depreciation and amortization | - | - | |||||||
TOTAL COMPANY | |||||||||
Sales | $ | 1,634,602 | $ | 741,785 | |||||
Operating income | (26,387,228 | ) | (4,093,522 | ) | |||||
Assets | 27,422,580 | 4,583,583 | |||||||
Capital expenditures | 155,481 | 354,825 | |||||||
Depreciation and amortization | 257,284 | 246,603 | |||||||
The table below sets forth the amount and geographic location of revenues we have recognized for the years ended December 31, 2014 and 2013: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
United States | $ | 167,732 | $ | 384,983 | |||||
Europe | 500,268 | - | |||||||
United Kingdom | 966,602 | 356,802 | |||||||
$ | 1,634,602 | $ | 741,785 | ||||||
Revenues generated in the United States consist of EFactor and EQMentor, the Company’s European revenue consists of GroupCard and ELEQT, and the Company’s United Kingdom revenue consists of MCC, Member Digital, HT Skills, and Robson Dowry. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events |
On January 6th 2015, the Company issued 2,610,162 common shares to convert $417,736 of convertible debt and accrued interest. | |
In January 2015, the Company sold 50,000 common shares for cash for a total consideration of $7,500. | |
In January 2015, the outstanding 100,000 warrants were exercised for $15,000 and 100,000 common shares were issued to the holder. | |
In January 2015, the Company issued a convertible note amounting to $78,750. The note is subject to annual interest of 8%, has a term of one (1) year and is convertible to common stock at a price equal to 58% of the lowest closing bid prices for the last 15 trading days prior to conversion. | |
In January and February 2015, the Company convertible notes to an investor group up to an amount of $250,000. The proceeds from the notes will be advanced in three tranches, as follows: $125,000 by January 6, 2015, $75,000 by February 15, 2015 and $50,000 by April 15, 2015. The Company only received proceeds of $150,000 to date. | |
The notes have a maturity of one (1) year and interest rate of 10% per annum and are convertible at a price of 50% of the average closing bid prices on the primary trading market on which the Company's Common Stock is then listed. In conjunction with the notes the Company may issue up to 3,000,000 warrants to the investors with a strike price of $0.10 per share. The warrants are cashless and exercisable for a period of five (5) years from closing. The Company also issued a banking advisory fee of 700,000 shares of common stock of the Company to the investors. | |
During February and March 2015, pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) between the Company and Magna Equities II, LLC (“Magna Equities II”), the Company issued to Magna Equities II a convertible promissory note (the “Magna Equities II Note”) in the aggregate principal amount of $175,000. $100,000 was funded on February 27, 2015 and $75,000 was funded on March 2, 2015. The principal due under the Magna Equities II Note accrues interest at a rate of 12% per annum. All principal and accrued interest under the Magna Equities II Note must be repaid one year from the funding set forth above. All principal and accrued interest under the Magna Equities II Note is convertible into shares of Common Stock at a conversion price equal to the lesser of (i) a 40% discount from the lowest daily trading price in the five (5) trading days prior to conversion, or (ii) a fixed price of $0.25. | |
On March 16, 2015 the Company issued a convertible promissory note (the “Magna Equities II Note”) in the aggregate principal amount of $44,500 under the same terms as the previous note. | |
On March 2, 2015 (the “Issue Date”), pursuant to a Securities Exchange Agreement (the “Securities Exchange Agreement”) between the Company and Magna Equities I, LLC (“Magna Equities I”), the Company issued to Magna Equities I a convertible promissory note (the “Magna Equities I Note”) in the aggregate principal amount of $200,000, in exchange for $200,000 of existing debt of the Company that Magna Equities I purchased from third parties. The Magna Equities I Note accrues interest at a rate of ten percent per annum. All principal and accrued interest under the Magna Equities I Note is due on March 2, 2016. All principal and accrued interest under the Magna Equities I Note is convertible into shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), at a conversion price equal to a 40% discount from the lowest daily trading price in five (5) trading days prior to conversion. At any time during the period beginning on the Issue Date and ending on the date which is ninety (90) days thereafter, the Company may prepay any portion of the principal amount and accrued interest at 135% of such amount upon three (3) days’ written notice to Magna Equities I. In addition, beginning on the date which is thirty (30) calendar days after the Issue Date, Magna Equities I shall be obligated to purchase an additional $200,000 of Magna Equities I Notes every thirty (30) calendar days, up to a total of $1 million in additional purchases | |
In April 2015, the Company sold to an accredited investor 800,000 common shares and 200,000 warrants for cash for a total consideration of $100,000. That warrants have a strike price of $0.25 per share and a cashless exercise provision for a period of three (3) years from closing. In the event Company shall reach a minimum total market capitalization of $100,000,000 on a major U.S. stock exchange, and maintain such minimum for five (5) consecutive trading days, then the investor shall also receive a grant of 100,000 additional common shares. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Principles of consolidation | Principles of consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as of December 31, 2014. Significant intercompany balances and transactions have been eliminated. | ||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation – The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 505-50, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees. | ||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments – The carrying amounts reported in the consolidated balance sheets for the accounts receivable accounts payable and short-term notes are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available. | ||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). | |||||||||||||||||
Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets. | |||||||||||||||||
Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. | |||||||||||||||||
Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. | |||||||||||||||||
The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2014: | |||||||||||||||||
Amount | Level 1 | Level 2 | Level 3 | ||||||||||||||
Contingent consideration | $ | 1,254,683 | $ | - | $ | - | $ | 1,254,683 | |||||||||
Total | $ | 1,254,683 | $ | - | $ | - | $ | 1,254,683 | |||||||||
The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: | |||||||||||||||||
Balance at December 31, 2013 | $ | - | |||||||||||||||
Fair value of derivative liabilities at issuance charged to debt discount | 274,225 | ||||||||||||||||
Fair value of derivative liabilities at issuance charged to additional paid in capital | 2,274,454 | ||||||||||||||||
Termination of derivative liability | (1,360,638 | ) | |||||||||||||||
Unrealized derivative gains included in other expense | (1,188,041 | ) | |||||||||||||||
Contingent consideration recognized | 1,254,683 | ||||||||||||||||
Balance at December 31, 2014 | $ | 1,254,683 | |||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents – For purposes of financial statement presentation, the Company considers all highly liquid investments with a maturity of three months or less, from the date of purchase, to be cash equivalents. The Company had no cash equivalents at December 31, 2014 or 2013. | ||||||||||||||||
Concentration of Credit Risk | Concentration of Credit Risk – Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and trade receivables. Concentrations of credit risk with respect to trade receivables are limited due to the clients that comprise our customer base and their dispersion across different business and geographic areas. We estimate and maintain an allowance for potentially uncollectible accounts and such estimates have historically been within management's expectations. | ||||||||||||||||
Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had no deposits in excess of federally insured limits at December 31, 2014 and 2013. | |||||||||||||||||
Accounts Receivable | Accounts Receivable – The Company’s accounts receivable arise primarily from the sale of advertising, public relations services and promotional placements on its website and from advisory services. For the year ended December 31, 2014 and 2013, we had six and five major customers respectively making up the full receivable balance. On a periodic basis, the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs, collections, and current credit conditions, writes off accounts it considers uncollectible. Invoices are typically due in 30 days. The Company does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on an account-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have been exhausted. | ||||||||||||||||
Property and Equipment | Property and Equipment – Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized. | ||||||||||||||||
Depreciation and amortization is recorded using the straight-line method over the estimated useful lives of depreciable assets, which are generally three to five years. | |||||||||||||||||
Website and Software Development Costs | Website and Software Development Costs – Internal use software development costs are accounted for in accordance with ASC Topic No. 350 which requires the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset of three years. | ||||||||||||||||
The Company capitalized website and internal-use software costs of $109,969 and $383,670 for the years ended December 31, 2014 and 2013, respectively. In addition, during 2014, the Company added $403,059 of website development costs in conjunction with its acquisition of ELEQT. The Company’s capitalized website and internal-use software amortization is included in depreciation and amortization in the Company’s statements of operations, and totaled $217,560 and $262,100 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
Goodwill | Goodwill – In financial reporting goodwill is not amortized, but is tested for impairment annually in the fourth quarter of the fiscal year or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. | ||||||||||||||||
We review goodwill for impairment by performing a two-step goodwill impairment test. The first step of the two-step goodwill impairment test is to compare the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step of the two-step goodwill impairment test is required to measure the goodwill impairment loss. | |||||||||||||||||
The second step includes valuing all the tangible and intangible assets of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying amount. | |||||||||||||||||
Calculating the fair value of a reporting unit and the implied fair value of reporting unit goodwill requires significant judgment. The use of different assumptions, estimates or judgments in either step of the goodwill impairment testing process, such as the estimated future cash flows of reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the estimated fair value of a reporting unit or its net assets. | |||||||||||||||||
The Company recorded an impairment of its investment of $17,698,000 for the year ended December 31, 2014 compared to $0 for the year ended December 31, 2013. In the year ended December 31, 2014, the Company evaluated the holding value of this investment based upon guidelines outlined in ASC 320 and concluded the fair value of the asset had declined by $17,698,000 from its value at acquisition. | |||||||||||||||||
Derivatives | Derivatives – All derivatives held by us are recognized in the consolidated balance sheets at fair value with changes in fair value reflected in other income (expense) in the consolidated statements of operations and comprehensive loss. We issued warrants on our own common stock in conjunction with the term loan discussed in Note 5 of our consolidated financial statements. These warrants meet the definition of a derivative and are reflected as a warrant liability at fair value in the consolidated balance sheets. Likewise, embedded conversion options in our convertible notes which qualify for derivative accounting are bifurcated and their corresponding fair values are recorded as derivative liabilities. | ||||||||||||||||
Embedded Conversion Features | Embedded Conversion Features – The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. | ||||||||||||||||
Foreign currency and foreign currency transactions | Foreign currency and foreign currency transactions – The functional currency of MCC International, HT Skills, Member Digital, and Robson Dowry is the pound sterling (GBP) while the functional currency of GroupCard BV is the Euro. Balance sheet accounts of these entities are translated from their functional currencies into U.S. dollars at period-end exchange rates, and income and expense accounts are translated at average exchange rates during the period. Translation gains or losses related to net assets are recorded as unrealized foreign currency translation adjustments within accumulated other comprehensive income (loss) in stockholders' equity. Gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity's functional currency) are included in other income and expense in the consolidated statements of operations and other comprehensive loss. | ||||||||||||||||
Revenue Recognition | Revenue Recognition – Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. Where arrangements have multiple elements, revenue is allocated to the elements based on the relative selling price method and revenue is recognized based on the Company’s policy for each respective element. | ||||||||||||||||
The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings. When it is unable to establish selling price using this method, the Company determines its best estimate for deliverables by considering multiple factors including, but not limited to, its pricing practices, profit margin, prices it charges for similar offerings, sales volume, geographies, market conditions, and the competitive landscape. | |||||||||||||||||
The Company generates revenue primarily from sales of the following services: | |||||||||||||||||
· | Member Fees – We have a VIP package which offers members access to premium services such as all our events, airport lounges, VIP lounges and VIP content on the site. We also hold a variety of networking and informational events for our members to which members can gain a subscription and provide varying other membership packages to our members that allow them access to premium services via our website. Revenue from member services is recognized ratably over the contractual period, generally from one to 12 months. | ||||||||||||||||
· | Sponsorships – The Company generates revenues from Sponsors in a variety of ways. Sponsors can gain exposure to the Company's members, either through placement or short write-ups in newsletters, on event invitations or by participating as a sponsor at one of the Company's Events where a Sponsor may provide access to its products or service (booth/stall) or by being a speaker or panelist at an event that fits in their industry. This revenue is recognized over the specific event timeline, which varies from a single day event or a longer-term promotional event over a series of weeks. | ||||||||||||||||
· | Public Relations – We provide market and brand awareness consulting services, targeting high and emerging technology and science companies, as well as professional service organizations that help get recognition within the practiced community and provide an explicit company identity. This revenue is recognized when the services are complete. | ||||||||||||||||
· | Advertising – Visitor demographics and time spent on a website are the primary drivers behind advertising-based revenue models for internet properties. When a user clicks an advertisement (CPC basis), views an advertisement impression (CPM basis), registers for an external website via an advertisement clicked on through the Company’s application (CPA basis). Proceeds from such contracts are recognized over the period in which the advertisements are displayed on the websites. | ||||||||||||||||
· | Advisory Services – The Company promotes and makes available advisory and consulting services to members for the purpose of support, introduction guidance and general mentoring of members in their pursuit of their entrepreneurial objectives, for which fees are charged. These revenues are recorded when services for the transactions are determined to be concluded, generally as set forth under the terms of the engagement or when the sundry milestones have been completed after the defined services are performed. Transaction-related expenses, primarily consisting of costs directly associated with the transaction, are deferred and recognized in the same period as the transaction revenue. | ||||||||||||||||
Amounts billed or collected in excess of revenue recognized are recorded as deferred revenue. | |||||||||||||||||
Unbilled revenue represents revenues recognized in excess of the amounts billed for completed services. | |||||||||||||||||
Impairment of Long-lived Assets | Impairment of Long-lived Assets – The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, “Accounting for the Impairment of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. During 2014 and 2013, there have been no impairment losses. | ||||||||||||||||
Comprehensive Loss | Comprehensive Loss – There are components of comprehensive loss other than net loss that the Company has incurred as it relates to foreign currency, and accordingly the Company now presents a comprehensive income and loss for the periods presented. | ||||||||||||||||
Net Loss per Common Share | Net Loss per Common Share – Basic net loss per share of common stock excludes dilution and is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock. For all periods presented, potentially dilutive securities are excluded because their effect is anti-dilutive. | ||||||||||||||||
Advertising Costs | Advertising Costs – Advertising costs are expensed when incurred and are included in sales and marketing expense in the accompanying statements of operations. The Company incurred advertising costs of $400,137 and $422,139 for the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||||
Nonmonetary transactions | Nonmonetary transactions – Based on guidance provided in accordance with ASC No. 845 Nonmonetary Transactions (“ASC 845”), barter transactions with commercial substance are recorded at the estimated fair value of the products exchanged, unless the products received have a more readily determinable estimated fair value. The fair value of the product and services received during the year ended December 31, 2014 was $68,685. | ||||||||||||||||
Reclassifications | Reclassifications – Certain comparative amounts from prior periods have been reclassified to conform to the current year's presentation. These changes did not affect previously reported net loss. | ||||||||||||||||
Use of Estimates | Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||||
Income Taxes | Income Taxes – The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | ||||||||||||||||
The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements – The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and equipment, net | Property and equipment, net consisted of the following: | ||||||||
2014 | 2013 | ||||||||
Computer equipment | $ | 139,363 | $ | 29,843 | |||||
Furniture and fixtures | 92,367 | 14,369 | |||||||
Automobiles | 48,336 | 38,075 | |||||||
Capitalized website and internal use software | 1,995,179 | 1,482,151 | |||||||
Total property, web site and computer equipment | 2,275,245 | 1,564,438 | |||||||
Less: accumulated depreciation and amortization | (1,419,215 | ) | (1,102,939 | ) | |||||
Total property, web site and computer equipment, net | $ | 856,030 | $ | 461,499 |
Notes_Payable_and_Line_of_Cred1
Notes Payable and Line of Credit (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Activity for Notes Payable | A summary of activity for notes payable during the years ended December 31, 2014 and 2013 is set forth below: | ||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Balance, beginning | $ | 983,071 | 397,285 | ||||||
Proceeds from convertible notes | 1,916,950 | 1,004,410 | |||||||
Proceeds from notes payable | - | 223,488 | |||||||
Payable converted to notes | 40,739 | 7,171 | |||||||
Repayments of notes payable | (61,537 | ) | (1,876 | ) | |||||
Conversion of convertible notes to equity | (1,630,302 | ) | (532,559 | ) | |||||
Debt discount on new convertible notes and shares issued with debt | (1,791,863 | ) | (626,904 | ) | |||||
Amortization of debt discount | 1,855,290 | 512,056 | |||||||
Balance, end | $ | 1,312,348 | $ | 983,071 | |||||
Less: | |||||||||
Convertible notes payable | (1,042,904 | ) | (650,762 | ) | |||||
Current portion of notes payable – third parties | (261,267 | ) | (318,711 | ) | |||||
Non-current portion of notes payable – third parties | $ | 8,177 | $ | 13,598 |
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivative Instruments | |||||||||
Assumptions used 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 | % | 0.01 - 0.15 | % | |||||
Dividend yield | 0 | % | 0 | % | |||||
Volatility factor | 146% - 1,731 | % | 171 -319 | % | |||||
Term | 0.07 – 1.01 years | 0.09 - 0.25 years |
Related_Parties_and_Related_Pa1
Related Parties and Related Party Transactions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Schedule of Activity for Notes Payable - Related Parties | A summary of activity for notes payable – related parties for the years months ended December 31, 2014 and 2013 are set forth below: | ||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Balance, beginning | $ | 285,860 | $ | 163,675 | |||||
Related party notes assumed from the reverse merger | - | 2,000 | |||||||
Related party payables converted to notes | - | 21,513 | |||||||
Borrowings from related parties | 10,000 | 42,110 | |||||||
Amortization of debt discount | 4,703 | 64,001 | |||||||
Repayment of related party notes | (18,919 | ) | (837 | ) | |||||
Debt discount on shares issued with note | - | (6,602 | ) | ||||||
Balance, end | $ | 281,644 | $ | 285,860 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
Stock option expense related to the options | The grant date fair value of the options was determined to be $2,574,788. During the year ended December 31, 2014 and 2013, stock option expense related to the options totaled $135,738 and $78,200, respectively. | ||||||||||||
Options | Weighted | Weighted | |||||||||||
Average | Average | ||||||||||||
Exercise Price | Remaining | ||||||||||||
Life | |||||||||||||
Outstanding as of December 31, 2012 | 5,370,250 | $ | 0.56 | 3.7 | |||||||||
Granted | - | - | - | ||||||||||
Exercised | - | - | - | ||||||||||
Expired/Cancelled | (1,542,709 | ) | 0.53 | - | |||||||||
Outstanding as of December 31, 2013 | 3,827,541 | $ | 0.57 | 2.7 | |||||||||
Granted | - | - | - | ||||||||||
Exercised | - | - | - | ||||||||||
Expired/Cancelled | - | - | - | ||||||||||
Outstanding as of December 31, 2014 | 3,827,541 | 0.57 | 1.7 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Provision for income taxes | The Company’s income tax expense for the periods presented in the statements of operations represents minimum California franchise taxes. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes were as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
U.S. income taxes at statutory federal rate | 35 | % | 34 | % | |||||
State and local income taxes, net of federal tax benefit | 6 | 6 | |||||||
Earnings of foreign subsidiaries | 2.2 | - | |||||||
Goodwill impairment | (21.8 | ) | - | ||||||
Non-deductible items | (1.0 | ) | (1 | ) | |||||
Valuation allowance | (20.4 | ) | (39 | ) | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
Deferred tax assets | The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets | $ | 5,994,532 | $ | 4,186,483 | |||||
Valuation allowance | (5,994,532 | ) | (4,186,483 | ) | |||||
Total deferred tax assets, net | $ | - | $ | - |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule of the allocation of the estimated purchase considerations | 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: | |||||||||
Accounts receivable | $ | 310,464 | |||||||
Unbilled revenue | 100,200 | ||||||||
Property, plant and equipment | 167,728 | ||||||||
Goodwill | 10,782,378 | ||||||||
Assets acquired | $ | 11,360,770 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 409,602 | |||||||
Short term debt | 148,006 | ||||||||
Other long term liabilities | 147,882 | ||||||||
Liabilities assumed | $ | 705,490 | |||||||
Net assets acquired | $ | 10,655,280 | |||||||
Fair value of consideration given | $ | 10,655,280 | |||||||
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 | $ | 8,305 | |||||||
Accounts receivable | 5,884 | ||||||||
Goodwill | 1,002,063 | ||||||||
Assets acquired | $ | 1,016,252 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 16,252 | |||||||
Liabilities assumed | $ | 16,252 | |||||||
Net assets acquired | $ | 1,000,000 | |||||||
Fair value of consideration given | $ | 1,000,000 | |||||||
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 | $ | 4,460 | |||||||
Accounts receivable | 19,177 | ||||||||
Prepaid expenses | 12,275 | ||||||||
Goodwill | 3,155,326 | ||||||||
Assets acquired | $ | 3,191,238 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 43,212 | |||||||
Other current liabilities | 23,026 | ||||||||
Liabilities assumed | $ | 66,238 | |||||||
Net assets acquired | $ | 3,125,000 | |||||||
Fair value of consideration given: | |||||||||
Acquisition date | $ | 2,250,000 | |||||||
Contingent consideration | 875,000 | ||||||||
Total fair value of consideration given | $ | 3,125,000 | |||||||
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 | $ | 85,896 | |||||||
Accounts receivable | 61,624 | ||||||||
Other receivables | 339,268 | ||||||||
Property, plant and equipment | 6,838 | ||||||||
Intangible assets | 403,058 | ||||||||
Goodwill | 25,677,277 | ||||||||
Assets acquired | $ | 26,573,961 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 77,999 | |||||||
Other current liabilities | 541,279 | ||||||||
Liabilities assumed | $ | 619,278 | |||||||
Net assets acquired | $ | 25,954,683 | |||||||
Fair value of consideration given: | |||||||||
Acquisition date | $ | 25,575,000 | |||||||
Contingent consideration | 379,683 | ||||||||
Total fair value of consideration given | $ | 25,954,683 | |||||||
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: | |||||||||
Accounts receivable | $ | 95,605 | |||||||
Prepaid expenses | 31,318 | ||||||||
Property, plant and equipment | 8,485 | ||||||||
Goodwill | 347,934 | ||||||||
Assets acquired | $ | 483,342 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 96,704 | |||||||
Other current liabilities | 41,638 | ||||||||
Liabilities assumed | $ | 138,342 | |||||||
Net assets acquired | $ | 345,000 | |||||||
Fair value of consideration given | $ | 345,000 | |||||||
Schedule of unaudited pro forma information | The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of HT Skills occurred on January 1, 2013: | ||||||||
2014 | 2013 | ||||||||
Sales | $ | 2,050,906 | $ | 2,116,637 | |||||
Operating expenses | 28,480,532 | 6,114,519 | |||||||
Operating loss | (26,429,626 | ) | (3,997,882 | ) | |||||
Non-operating expense | 1,888,404 | 1,945,323 | |||||||
Net loss | $ | (28,318,030 | ) | $ | (5,943,205 | ) | |||
Basic and diluted net income per common share | $ | (0.34 | ) | $ | (0.11 | ) | |||
The following is the unaudited pro forma information for the year ended December 31, 2014 and 2013 assuming the acquisition of Member Digital occurred on January 1, 2013: | |||||||||
2014 | 2013 | ||||||||
Sales | $ | 1,747,738 | $ | 903,459 | |||||
Operating expenses | 28,224,312 | 4,951,812 | |||||||
Operating loss | (26,476,574 | ) | (4,048,353 | ) | |||||
Non-operating expense | 1,877,338 | 1,853,557 | |||||||
Net loss | $ | (28,353,912 | ) | $ | (5,901,910 | ) | |||
Basic and diluted net income per common share | $ | (0.34 | ) | $ | (0.16 | ) | |||
The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of GroupCard occurred on January 1, 2013: | |||||||||
2014 | 2013 | ||||||||
Sales | $ | 1,905,715 | $ | 834,287 | |||||
Operating expenses | 10,883,177 | 4,990,728 | |||||||
Operating loss | (8,977,462 | ) | (4,156,441 | ) | |||||
Non-operating expense | 3,102,396 | 1,853,381 | |||||||
Net loss | $ | (12,079,858 | ) | $ | (6,009,822 | ) | |||
Basic and diluted net income per common share | $ | (0.15 | ) | $ | (0.15 | ) | |||
The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of ELEQT occurred on January 1, 2013: | |||||||||
2014 | 2013 | ||||||||
Sales | $ | 2,209,801 | $ | 2,031,533 | |||||
Operating expenses | 28,920,179 | 6,473,865 | |||||||
Operating loss | (26,710,378 | ) | (4,442,332 | ) | |||||
Non-operating expense | 1,877,338 | 1,855,906 | |||||||
Net loss | $ | (28,587,716 | ) | $ | (6,298,238 | ) | |||
Basic and diluted net income per common share | $ | (0.35 | ) | $ | (0.09 | ) | |||
The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of Robson Dowry occurred on January 1, 2013: | |||||||||
2014 | 2013 | ||||||||
Sales | $ | 2,209,371 | $ | 1,641,655 | |||||
Operating expenses | 28,538,270 | 5,654,285 | |||||||
Operating loss | (26,328,899 | ) | (4,012,630 | ) | |||||
Non-operating expense | 1,877,338 | 1,853,557 | |||||||
Net loss | $ | (28,206,237 | ) | $ | (5,866,187 | ) | |||
Basic and diluted net income per common share | $ | (0.34 | ) | $ | (0.14 | ) |
Business_Segment_information_T
Business Segment information (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Segment Reporting [Abstract] | |||||||||
Business Segment information | Business segment information is as follows: | ||||||||
For the years ended December 31, | |||||||||
2014 | 2013 | ||||||||
SOCIAL NETWORKING | |||||||||
Sales | $ | 744,245 | $ | 68,994 | |||||
Operating income | (17,933,074 | ) | (2,386,594 | ) | |||||
Assets | 14,331,565 | 472,689 | |||||||
Capital expenditures | 155,481 | 354,825 | |||||||
Depreciation and amortization | 221,782 | 242,625 | |||||||
EDUCATION AND MENTORING | |||||||||
Sales | $ | 490,310 | $ | 315,989 | |||||
Operating income | (1,896,329 | ) | (194,464 | ) | |||||
Assets | 10,853,975 | 2,189,592 | |||||||
Capital expenditures | - | - | |||||||
Depreciation and amortization | 34,939 | 525 | |||||||
BUSINESS SERVICES | |||||||||
Sales | $ | 400,047 | $ | 356,802 | |||||
Operating income | (31,689 | ) | 20,952 | ||||||
Assets | 1,974,518 | 1,614,306 | |||||||
Capital expenditures | - | - | |||||||
Depreciation and amortization | 563 | 3,453 | |||||||
REPORTABLE SEGMENTS TOTAL | |||||||||
Sales | $ | 1,634,602 | $ | 741,784 | |||||
Operating income | (19,861,092 | ) | (2,560,106 | ) | |||||
Assets | 27,160,058 | 4,276,587 | |||||||
Capital expenditures | 155,481 | 354,825 | |||||||
Depreciation and amortization | 257,284 | 246,603 | |||||||
CORPORATE & OTHER | |||||||||
Operating (loss) from administrative expenses | $ | (6,526,136 | ) | $ | (1,533,416 | ) | |||
Assets | 262,522 | 306,996 | |||||||
Capital expenditures | - | - | |||||||
Depreciation and amortization | - | - | |||||||
TOTAL COMPANY | |||||||||
Sales | $ | 1,634,602 | $ | 741,785 | |||||
Operating income | (26,387,228 | ) | (4,093,522 | ) | |||||
Assets | 27,422,580 | 4,583,583 | |||||||
Capital expenditures | 155,481 | 354,825 | |||||||
Depreciation and amortization | 257,284 | 246,603 | |||||||
Schedule of amount and geographic location of revenues | The table below sets forth the amount and geographic location of revenues we have recognized for the years ended December 31, 2014 and 2013: | ||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
United States | $ | 167,732 | $ | 384,983 | |||||
Europe | 500,268 | - | |||||||
United Kingdom | 966,602 | 356,802 | |||||||
$ | 1,634,602 | $ | 741,785 |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Details Narrative) (USD $) | 1 Months Ended | ||
Nov. 30, 2013 | Feb. 28, 2013 | Feb. 03, 2013 | |
Number of shares issued in business acquisition | 6,580,250 | ||
Reverse stock split of common stock | 1for 40 reverse stock split | 1:40 reverse stock split | |
Issued and outstanding common stock reverse stock split | 40 | ||
Additional shares of our common stock isssued | $22,231,155 | ||
Common stock shares issued for Exchange | 50,000,000 | ||
Convertible preferred stock | 5,000,000 | ||
Series A Convertible Preferred Stock [Member] | |||
Convertible preferred stock | 50,000,000 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Contingent consideration | $1,254,683 | |
Total | 1,254,683 | 0 |
Level 1 [Member] | ||
Contingent consideration | 0 | |
Total | 0 | |
Level 2 [Member] | ||
Contingent consideration | 0 | |
Total | 0 | |
Level 3 [Member] | ||
Contingent consideration | 1,254,683 | |
Total | $1,254,683 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies Details 1 | ||
Balance at December 31, 2013 | $0 | |
Fair value of derivative liabilities at issuance charged to debt discount | 274,225 | |
Fair value of derivative liabilities at issuance charged to additional paid in capital | 2,274,454 | |
Termination of derivative liability | -1,360,638 | |
Unrealized derivative gains included in other expense | -1,188,041 | |
Contingent consideration recognized | 1,254,683 | |
Balance at December 31, 2014 | $1,254,683 | $0 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Customer | Customer | |
Amount of deposit | $250,000 | |
Number of major customers | 6 | 5 |
Invoices due period | 30 days | |
Estimated useful life website and software development | 3 years | |
Depriciation and amortization | 217,560 | 262,100 |
Website and internal-use software costs | 109,969 | 383,670 |
Website development costs | 403,059 | |
Impairment of long lived assets | 0 | 0 |
Advertising costs | 400,137 | 422,139 |
Impairment of investment | 17,698,000 | 0 |
Fair value of the asset | 17,698,000 | |
Fair value of the product and services | $68,685 | |
Minimum [Member] | ||
Estimated useful lives property, plant and equipment | 3 years | |
Revenue from member services recognized over the contractual period | 1 month | |
Maximum [Member] | ||
Estimated useful lives property, plant and equipment | 5 years | |
Revenue from member services recognized over the contractual period | 12 months |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Total property, web site and computer equipment | $2,275,245 | $1,564,438 |
Less: accumulated depreciation and amortization | -1,419,215 | -1,102,939 |
Total property, web site and computer equipment, net | 856,030 | 461,499 |
Computer Equipment [Member] | ||
Total property, web site and computer equipment | 139,363 | 29,843 |
Furniture and Fixtures [Member] | ||
Total property, web site and computer equipment | 92,367 | 14,369 |
Automobiles [Member] | ||
Total property, web site and computer equipment | 48,336 | 38,075 |
Capitalized website and internal use software [Member] | ||
Total property, web site and computer equipment | $1,995,179 | $1,482,151 |
Property_and_Equipment_Details1
Property and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense on property and equipment | $257,284 | $246,603 |
Notes_Payable_and_Line_of_Cred2
Notes Payable and Line of Credit (Summary of Activity for Notes Payable) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Proceeds from notes payable | $1,926,950 | $1,712,300 |
Repayments of notes payable | -96,274 | -2,713 |
Amortization of debt discount | 2,105,860 | 703,293 |
Less: Current portion of notes payable - third parties | -261,267 | -318,711 |
Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Balance, beginning | 983,071 | 397,285 |
Proceeds from convertible notes | 1,916,950 | 1,004,410 |
Proceeds from notes payable | 223,488 | |
Payable converted to notes | 40,739 | 7,171 |
Repayments of notes payable | -61,537 | -1,876 |
Conversion of convertible notes to equity | -1,630,302 | -532,564 |
Debt discount on new convertible notes and shares issued with debt | -1,791,863 | -626,904 |
Amortization of debt discount | 1,855,290 | 512,056 |
Balance, end | 1,312,348 | 983,071 |
Less: Convertible notes payable | -1,042,904 | -650,762 |
Less: Current portion of notes payable - third parties | -261,267 | -318,711 |
Non-current portion of notes payable - third parties | $8,177 | $13,598 |
Notes_Payable_and_Line_of_Cred3
Notes Payable and Line of Credit (Notes Payable Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Maturity period | 1 year | 1 year |
Derivative loss | $576,143 | |
Loss on conversion of debt | 50,109 | |
Amortization of debt discount | 332,182 | |
Common shares issued | 439,250 | |
Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible notes payable | 1,916,950 | 1,004,410 |
Unamortized debt discount | 1,791,863 | 626,904 |
Beneficial conversion feature | 860,697 | 581,887 |
Convertible debt, shares issued | 9,018,948 | 612,923 |
Prinicipal amount repayment, total | 61,537 | 1,876 |
Convertible debt, principal amount converted | 1,630,302 | 532,564 |
Convertible debt, accrued interest converted | 1,855,290 | 841,362 |
Loss on conversion of debt | 553,182 | |
Common shares issued | 767,630 | 75,425 |
Warrants issued | 100,000 | |
Common shares issued | 656,671 | 361,816 |
Warrants issued | 656,671 | 361,816 |
Thirty Two Convertible Unsecured Short Term Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible notes payable | 1,004,410 | |
Annual interest, minimum | 0.00% | |
Annual interest, maximum | 12.00% | |
Thirty Two Convertible Unsecured Short Term Notes Payable [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Maturity period | 6 months | |
Common price per share | $0.20 | |
Thirty Two Convertible Unsecured Short Term Notes Payable [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Maturity period | 1 year | |
Common price per share | $3 | |
Five Unsecured Short Term Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible notes payable | $223,488 | |
Annual interest, maximum | 12.00% | |
Maturity period | 6 months |
Notes_Payable_and_Line_of_Cred4
Notes Payable and Line of Credit (Line of Credit Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | |
Line of Credit Facility [Line Items] | |||
Annual interest | 12.00% | 12.00% | |
Maturity period | 1 year | 1 year | |
Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Annual interest | 8.00% | ||
Outstanding balances of term loan | 148,006 | ||
Term loan, maturity date | 5/31/15 | ||
GBP | Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding balances of term loan | 86,500 | ||
Revolving Credit Facility [Member] | Charles Odom [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 | 275,000 | 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 | 245,867 | ||
Annual interest | 15.00% | ||
Maturity period | 12 months | ||
Proceeds of capital raise that changes the maturity period to 14 days | 10,000,000 | ||
Overdraft facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit, remaining borrowing capacity | 63,030 | ||
Overdraft facility [Member] | GBP | |||
Line of Credit Facility [Line Items] | |||
Line of credit, remaining borrowing capacity | 39,981 |
Other_Liabilities_Details_Narr
Other Liabilities (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Monthly fixed payment to trustee | $2,275 |
Maturity of payment | 28-Feb-19 |
Payroll taxes and other withholdings | 103,333 |
Outstanding obligation balance | 661,333 |
Obligation accrues interest | 0.035 |
GBP | |
Monthly fixed payment to trustee | $1,500 |
Derivative_Instruments_Details
Derivative Instruments (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Issuance Date [Member] | Minimum [Member] | |
Market value of stock on measurement date | $0.08 |
Risk-free interest rate | 0.01% |
Dividend yield | 0.00% |
Volatility factor | 146.00% |
Term | 26 days |
Issuance Date [Member] | Maximum [Member] | |
Market value of stock on measurement date | $2.25 |
Risk-free interest rate | 0.04% |
Dividend yield | 0.00% |
Volatility factor | 1731.00% |
Term | 1 year 4 days |
Termination Date [Member] | Minimum [Member] | |
Market value of stock on measurement date | $0.08 |
Risk-free interest rate | 0.01% |
Dividend yield | 0.00% |
Volatility factor | 171.00% |
Term | 1 month 2 days |
Termination Date [Member] | Maximum [Member] | |
Market value of stock on measurement date | $1.90 |
Risk-free interest rate | 0.15% |
Dividend yield | 0.00% |
Volatility factor | 319.00% |
Term | 3 months |
Derivative_Instruments_Details1
Derivative Instruments (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative loss | $576,143 | |
Derivative gain | 1,188,041 | |
February 28, 2014 [Member] | ||
Derivative, Description | The terms of the notes provided that the conversion price of $1.00 will reset to $0.50 if the CompanyBs securities offering falls below $1.00 per share or if the securities offering is not completed by February 28, 2014. | |
Derivative liability | 525,632 | |
Derivative loss | 258,215 | |
Debt discount on Derivative liability | 267,417 | |
Additional derivative loss | 301,677 | |
Fair value of the derivative liability | 827,309 | |
May 31, 2014 [Member] | ||
Derivative, Description | 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. | |
Derivative liability | 6,808 | |
Derivative loss | 16,251 | |
Fair value of the derivative liability | 23,059 | |
October 2014 [Member] | ||
Derivative liability | 2,274,454 | |
Derivative gain | 1,764,184 | |
Fair value of the derivative liability | 510,270 | |
Note issued | $63,102 |
Related_Parties_and_Related_Pa2
Related Parties and Related Party Transactions (Summary of Activity for Notes Payable - Related Parties) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ||
Balance, beginning | $285,860 | $163,675 |
Related party notes assumed from the reverse merger | 0 | 2,000 |
Related party payables converted to notes | 0 | 21,513 |
Borrowings from related parties | 10,000 | 42,110 |
Amortization of debt discount | 4,703 | 64,001 |
Repayment of related party notes | -18,919 | -837 |
Debt discount on shares issued with note | 0 | -6,602 |
Balance, end | $281,644 | $285,860 |
Related_Parties_and_Related_Pa3
Related Parties and Related Party Transactions (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 09, 2013 | |
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | $748,120 | $657,806 | ||
Loss on extinguishment of debt | 181,081 | 976,750 | ||
Interest rate | 12.00% | 12.00% | ||
Maturity period | 1 year | 1 year | ||
Issuance of common stock | 0 | |||
Additional common shares issued | 240,988 | |||
Notes payable related party | 42,490 | 42,110 | ||
Common shares issued in connection with notes | 476 | |||
Fair value of the shares | 6,602 | |||
Issued a unsecured note | 10,000 | |||
Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | 189,156 | |||
Adriaan Reinders, CEO [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | 309,063 | |||
Marion Freijsen, Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | 249,901 | |||
Linge Beleggingen [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | 200,000 | |||
Issuance of common stock | 9,012 | |||
Marion Freijsen [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | 800 | |||
Adriaan Reinders [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | 4,000 | |||
David Rector [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | $1,162 |
Stockholders_Equity_Deficit_Si
Stockholders' Equity (Deficit) (Significant assumptions) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Expected term | 3 years 3 months |
Expected volatility | 173.31% |
Risk free interest rate | 0.85% |
Maximum [Member] | |
Expected term | 3 years 9 months |
Expected volatility | 173.49% |
Risk free interest rate | 4.16% |
Stockholders_Equity_Deficit_St
Stockholders' Equity (Deficit) (Stock option activity) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Options | |||
Outstanding | 3,827,541 | 5,370,250 | |
Granted | |||
Exercised | |||
Expired/Cancelled | -1,542,709 | ||
Outstanding | 3,827,541 | 3,827,541 | 5,370,250 |
Weighted Average Exercise Price | |||
Outstanding | $0.57 | $0.56 | |
Granted | |||
Exercised | |||
Expired/Cancelled | $0.53 | ||
Outstanding | $0.57 | $0.57 | $0.56 |
Weighted Average Remaining Life | |||
Outstanding | 1 year 8 months 12 days | 2 years 8 months 12 days | 3 years 8 months 12 days |
Stockholders_Equity_Deficit_Na
Stockholders' Equity (Deficit) (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||
Sep. 30, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2012 | Sep. 20, 2013 | |
Common stock, Shares par value | $0.00 | $0.00 | $0.00 | ||
Common stock, Shares Authorized | 175,000,000 | 175,000,000 | |||
Common stock, Shares Outstanding | 133,840,174 | 59,573,174 | |||
Preferred stock, par value | $0.00 | $0.00 | $0.00 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||
Preferred stock, shares outstanding | 2,500,000 | 2,500,000 | 2,500,000 | ||
Issuance of common stock for cash | $663,730 | $167,002 | |||
Issuance of common stock for cash, shares | 1,478,509 | 10,394 | |||
Issuance of common stock for debt | 2,303,082 | 532,564 | |||
Issuance of common stock for debt, shares | 9,018,948 | 612,923 | |||
Shares issued for debt discount | 1,050,453 | ||||
Shares issued for debt discount, shares | 75,425 | ||||
Shares issued for debt discount and interest | 620,246 | ||||
Shares issued for debt discount and interest, shares | 767,630 | ||||
Shares issued for extinguishment of debt | 472,028 | 1,014,059 | |||
Shares issued for extinguishment of debt, shares | 2,547,195 | 3,011 | |||
Stock issued for acquisition | 39,825,280 | 1,333,335 | |||
Stock issued for acquisition, shares | 49,881,600 | 3,686,529 | |||
Issuance of common stock for services | -4,743,660 | -1,195,123 | |||
Issuance of common stock for services, shares | 10,573,118 | 665,060 | |||
Subscription receivable | 168,000 | ||||
Right to vote perferred per share | The preferred stock has certain preferences over the common stock holders including the right to vote 25 votes per preferred share. | ||||
Fair value of the options | 2,574,788 | ||||
Stock option expense | 135,738 | 78,200 | |||
Proceeds from forfeiture of options | 0 | 145,455 | |||
Expense related to options granted | 135,738 | 41,165 | |||
2010 Stock Option Plan [Member] | |||||
Common stock available for issuance | 10,228,844 | 3,827,541 | |||
Options to purchase common shares to employees | 3,827,541 | ||||
Vesting period date | 1-Oct-11 | ||||
Common Stock | |||||
Issuance of common stock for cash | 1,479 | 10 | |||
Issuance of common stock for debt | 9,019 | 613 | |||
Shares issued for debt discount | 75 | ||||
Shares issued for debt discount and interest | 768 | ||||
Shares issued for extinguishment of debt | 2,547 | 3 | |||
Common stock for merger of standard drilling | 53,446,081 | ||||
Common stock for the acquisition of MCC International | 3,686,524 | ||||
Stock issued for acquisition | 49,882 | 3,686 | |||
Issuance of common stock for services | 10,573 | 665 | |||
Subscription receivable | $168,000 | ||||
Minimum [Member] | |||||
Common stock, Shares Authorized | 100,000,000 | ||||
Preferred stock, shares authorized | 10,000,000 | ||||
Options Term | 3 years 3 months | ||||
Minimum [Member] | 2010 Stock Option Plan [Member] | |||||
Options Term | 4 years | ||||
Exercise prices | 0.53 | ||||
Maximum [Member] | |||||
Common stock, Shares Authorized | 175,000,000 | ||||
Preferred stock, shares authorized | 20,000,000 | ||||
Options Term | 3 years 9 months | ||||
Maximum [Member] | 2010 Stock Option Plan [Member] | |||||
Options Term | 5 years | ||||
Exercise prices | 0.59 |
Income_Taxes_Income_taxes_comp
Income Taxes (Income taxes computed at the federal statutory rate and the provision for income taxes) (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
U.S. income taxes at statutory federal rate | 35.00% | 34.00% |
State and local income taxes, net of federal tax benefit | 6.00% | 6.00% |
Earnings of foreign subsidiaries | 2.20% | 0.00% |
Goodwill impairment | -21.80% | 0.00% |
Non-deductible items | -1.00% | -1.00% |
Valuation allowance | -20.40% | -39.00% |
Effective income tax rate | 0.00% | 0.00% |
Income_Taxes_Deferred_tax_asse
Income Taxes (Deferred tax assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $5,994,532 | $4,186,483 |
Valuation allowance | -5,994,532 | -4,186,483 |
Net deferred taxes | $0 | $0 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Change in ownership percentage | 50.00% | |
Change in ownership percentage, period | 3 years | |
Net operating loss carry forwards | $17,130,000 | $12,390,000 |
Net operating loss carry forwards, expiration date | 31-Dec-32 | |
Valuation allowance | $5,994,532 | $4,186,483 |
Acquisitions_Acquisition_purch
Acquisitions (Acquisition purchase price) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 01, 2014 | Jul. 07, 2014 | Oct. 01, 2014 | Nov. 15, 2014 |
Assets Acquired: | ||||||
Assets acquired | $17,698,000 | |||||
Liabilities Assumed: | ||||||
Contingent consideration | 310,937 | |||||
Ht Skills Ltd [Member] | ||||||
Assets Acquired: | ||||||
Accounts Receivable | 310,464 | |||||
Unbilled revenue | 100,200 | |||||
Property, Plant and equipment | 167,728 | |||||
Goodwill | 10,782,378 | |||||
Assets acquired | 11,360,770 | |||||
Liabilities Assumed: | ||||||
Accounts payable | 409,602 | |||||
Short term debt | 148,006 | |||||
Other long term liabilities | 147,882 | |||||
Liabilities assumed | 705,490 | |||||
Net assets acquired | 10,655,280 | |||||
Total fair value of consideration given | 10,655,280 | |||||
Member Digital Ltd [Member] | ||||||
Assets Acquired: | ||||||
Cash | 8,305 | |||||
Accounts Receivable | 5,884 | |||||
Goodwill | 1,002,063 | |||||
Assets acquired | 1,016,252 | |||||
Liabilities Assumed: | ||||||
Accounts payable | 16,252 | |||||
Liabilities assumed | 16,252 | |||||
Net assets acquired | 1,000,000 | |||||
Total fair value of consideration given | 1,000,000 | |||||
Group Card [Member] | ||||||
Assets Acquired: | ||||||
Cash | 4,460 | |||||
Accounts Receivable | 19,177 | |||||
Prepaid Expenses | 12,275 | |||||
Goodwill | 3,155,326 | |||||
Assets acquired | 3,191,238 | |||||
Liabilities Assumed: | ||||||
Accounts payable | 43,212 | |||||
Other current liabilities | 23,026 | |||||
Liabilities assumed | 66,238 | |||||
Net assets acquired | 3,125,000 | |||||
Acquisition date | 2,250,000 | |||||
Contingent consideration | 875,000 | 875,000 | ||||
Total fair value of consideration given | 3,125,000 | |||||
ELEQT Ltd [Member] | ||||||
Assets Acquired: | ||||||
Cash | 85,896 | |||||
Accounts Receivable | 61,624 | |||||
Other receivables | 339,268 | |||||
Property, Plant and equipment | 6,838 | |||||
Intangible assets | 403,058 | |||||
Goodwill | 25,677,277 | |||||
Assets acquired | 26,573,961 | |||||
Liabilities Assumed: | ||||||
Accounts payable | 77,999 | |||||
Other current liabilities | 541,279 | |||||
Liabilities assumed | 619,278 | |||||
Net assets acquired | 25,954,683 | |||||
Acquisition date | 25,575,000 | |||||
Contingent consideration | 380,000 | 379,683 | ||||
Total fair value of consideration given | 25,954,683 | |||||
Robson Dowry [Member] | ||||||
Assets Acquired: | ||||||
Accounts Receivable | 95,605 | |||||
Prepaid Expenses | 31,318 | |||||
Property, Plant and equipment | 8,485 | |||||
Goodwill | 347,934 | |||||
Assets acquired | 483,342 | |||||
Liabilities Assumed: | ||||||
Accounts payable | 96,704 | |||||
Other current liabilities | 41,638 | |||||
Liabilities assumed | 138,342 | |||||
Net assets acquired | 345,000 | |||||
Total fair value of consideration given | $345,000 |
Acquisitions_Unaudited_pro_for
Acquisitions (Unaudited pro forma information) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Ht Skills Ltd [Member] | ||
Sales | $2,050,906 | $2,116,637 |
Operating expenses | 28,480,532 | 6,114,519 |
Operating loss | -26,429,626 | -3,997,882 |
Non-operating expense | 1,888,404 | 1,945,323 |
Net loss | -28,318,030 | -5,943,205 |
Basic and diluted net income per common share | ($0.34) | ($0.11) |
Member Digital Ltd [Member] | ||
Sales | 1,747,738 | 903,459 |
Operating expenses | 28,224,312 | 4,951,812 |
Operating loss | -26,476,574 | -4,048,353 |
Non-operating expense | 1,877,338 | 1,853,557 |
Net loss | -28,353,912 | -5,901,910 |
Basic and diluted net income per common share | ($0.34) | ($0.16) |
Group Card [Member] | ||
Sales | 1,905,715 | 834,287 |
Operating expenses | 10,883,177 | 4,990,728 |
Operating loss | -8,977,462 | -4,156,441 |
Non-operating expense | 3,102,396 | 1,853,381 |
Net loss | -12,079,858 | -6,009,822 |
Basic and diluted net income per common share | ($0.15) | ($0.15) |
ELEQT Ltd [Member] | ||
Sales | 2,209,801 | 2,031,533 |
Operating expenses | 28,920,179 | 6,473,865 |
Operating loss | -26,710,378 | -4,442,332 |
Non-operating expense | 1,877,338 | 1,855,906 |
Net loss | -28,587,716 | -6,298,238 |
Basic and diluted net income per common share | ($0.35) | ($0.09) |
Robson Dowry [Member] | ||
Sales | 2,209,371 | 1,641,655 |
Operating expenses | 28,538,270 | 5,654,285 |
Operating loss | -26,328,899 | -4,012,630 |
Non-operating expense | 1,877,338 | 1,853,557 |
Net loss | ($28,206,237) | ($5,866,187) |
Basic and diluted net income per common share | ($0.34) | ($0.14) |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 1 Months Ended | 0 Months Ended | |||||
Feb. 28, 2013 | Jul. 07, 2014 | Jul. 02, 2014 | Oct. 01, 2014 | Nov. 15, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Customer | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 6,580,250 | ||||||
Liability for contingent consideration | $310,937 | ||||||
Group Card [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Loan to acquiree, face amount | 400,000 | ||||||
Number of members added during a semi-annual period | 20,000 | ||||||
Business Acquisition Equity Interests Issued or Issuable Par Value | $0.80 | ||||||
Liability for contingent consideration | 875,000 | 875,000 | |||||
Group Card [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued in business acquisition, amount | 25 | ||||||
Group Card [Member] | Unregistered Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 2,812,500 | ||||||
Member Digital Ltd [Member] | Unregistered Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 1,250,000 | ||||||
Ht Skills Ltd [Member] | Unregistered Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 13,319,100 | ||||||
ELEQT Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Liability for contingent consideration | 379,683 | $380,000 | |||||
ELEQT Ltd [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of Earn-Out Shares | 3,633,333 | ||||||
ELEQT Ltd [Member] | Unregistered Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 31,000,000 | ||||||
Robson Dowry [Member] | Unregistered Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 1,500,000 |
Business_Segment_information_B
Business Segment information (Business segment information) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating income | ($26,387,228) | ($4,093,522) |
Assets | 27,422,580 | 4,583,583 |
Depreciation and amortization | 217,560 | 262,100 |
SOCIAL NETWORKING [Member] | ||
Sales | 744,245 | 68,994 |
Operating income | -17,933,074 | -2,386,594 |
Assets | 14,331,565 | 472,689 |
Capital expenditures | 155,481 | 354,825 |
Depreciation and amortization | 221,782 | 242,625 |
EDUCATION AND MENTORING [Member] | ||
Sales | 490,310 | 315,989 |
Operating income | -1,896,329 | -194,464 |
Assets | 10,853,975 | 2,189,592 |
Capital expenditures | 0 | 0 |
Depreciation and amortization | 34,939 | 525 |
BUSINESS SERVICES [Member] | ||
Sales | 400,047 | 356,802 |
Operating income | -31,689 | 20,952 |
Assets | 1,974,518 | 1,614,306 |
Capital expenditures | 0 | 0 |
Depreciation and amortization | 563 | 3,453 |
REPORTABLE SEGMENTS TOTAL [Member] | ||
Sales | 1,634,602 | 741,785 |
Operating income | -19,861,092 | -2,560,106 |
Assets | 27,160,058 | 4,276,587 |
Capital expenditures | 155,481 | 354,825 |
Depreciation and amortization | 257,284 | 246,603 |
CORPORATE & OTHER [Member] | ||
Operating (loss) from administrative expenses | -6,526,136 | -1,533,416 |
Assets | 262,522 | 306,996 |
Capital expenditures | 0 | 0 |
Depreciation and amortization | 0 | 0 |
TOTAL COMPANY [Member] | ||
Sales | 1,634,602 | 741,785 |
Operating income | -26,387,228 | -4,093,522 |
Assets | 27,422,580 | 4,583,583 |
Capital expenditures | 155,481 | 354,825 |
Depreciation and amortization | $257,284 | $246,603 |
Business_Segment_information_G
Business Segment information (Geographic location of revenues) (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | $1,634,602 | $741,785 |
United States [Member] | ||
Revenues | 167,732 | 384,983 |
Europe [Member] | ||
Revenues | 500,268 | 0 |
United Kingdom [Member] | ||
Revenues | $966,602 | $356,802 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 15, 2015 | Jan. 06, 2015 | Apr. 30, 2015 | Feb. 15, 2015 | Jan. 31, 2015 | Feb. 28, 2015 | Mar. 02, 2015 | Feb. 27, 2015 | Mar. 31, 2015 | Sep. 20, 2013 | Mar. 16, 2015 | |
Common shares issued to convertible debt | 9,018,948 | 612,923 | |||||||||||
Proceeds from sale of common stock | $831,730 | $167,002 | |||||||||||
Shares issued for common stock exercised | |||||||||||||
Par value of common stock | $0.00 | $0.00 | $0.00 | ||||||||||
Subsequent Event [Member] | |||||||||||||
Common shares issued to convertible debt | 2,610,162 | ||||||||||||
Common shares issued to convertible debt, value | 417,736 | ||||||||||||
Sale of Common stock | 800,000 | 50,000 | |||||||||||
Number of warrants sold | 200,000 | ||||||||||||
Proceeds from sale of common stock | 100,000 | 7,500 | |||||||||||
Warrants outstanding | 100,000 | ||||||||||||
Shares issued for common stock exercised | 100,000 | ||||||||||||
Shares issued for common stock exercised, value | 15,000 | ||||||||||||
Proceeds from convertible debt | 50,000 | 125,000 | 75,000 | 78,750 | 150,000 | ||||||||
Company convertible notes to an investor group | 250,000 | ||||||||||||
Interest rate on debt | 8.00% | 10.00% | |||||||||||
Lowest closing bid prices | 58.00% | 50.00% | |||||||||||
Issuance of warrants | 3,000,000 | ||||||||||||
Strike price of warrants | $0.25 | $0.10 | |||||||||||
Warrants exercisable period | 5 years | ||||||||||||
Banking advisory fee as common stock issued | 700,000 | ||||||||||||
Market capitalization | 100,000,000 | ||||||||||||
Additional common shares | 100,000 | ||||||||||||
Subsequent Event [Member] | Magna Equities II, LLC [Member] | |||||||||||||
Conversion price per share | $0.25 | ||||||||||||
Subsequent Event [Member] | Magna Equities I [Member] | |||||||||||||
Proceeds from convertible debt | 200,000 | ||||||||||||
Lowest closing bid prices | 40.00% | ||||||||||||
Par value of common stock | $0.00 | ||||||||||||
Accrued interest percentage | 135.00% | ||||||||||||
Additional purchases every thirty days calender | 200,000 | ||||||||||||
Additional purchases | 1,000,000 | ||||||||||||
Subsequent Event [Member] | Magna Equities II Note [Member] | |||||||||||||
Aggregate principal amount | 44,500 | ||||||||||||
Subsequent Event [Member] | Magna Equities II, LLC [Member] | |||||||||||||
Proceeds from convertible debt | $75,000 | $100,000 | $175,000 | ||||||||||
Interest rate on debt | 12.00% | ||||||||||||
Lowest closing bid prices | 40.00% |