Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 13, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | EFACTOR GROUP CORP. | |
Entity Central Index Key | 1,158,694 | |
Document Type | 10-Q | |
Trading Symbol | efct | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,289,323 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash | $ 262,424 | $ 111,878 |
Accounts receivable, net of allowance for doubtful accounts of $64,812 and $64,812 at June 30, 2015 and December 31, 2014, respectively | 640,250 | 419,664 |
Unbilled revenue | 644,581 | 329,315 |
Other current assets | 65,965 | 59,215 |
Total current assets | 1,613,220 | 920,072 |
Property, website and equipment, net of accumulated depreciation of $1,446,929 and $1,419,215 at June 30, 2015 and December 31, 2014, respectively | 956,387 | 856,030 |
Goodwill | $ 27,737,616 | 25,544,581 |
Deferred financing costs | 101,897 | |
TOTAL ASSETS | $ 30,307,223 | 27,422,580 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,741,175 | 2,229,944 |
Accounts payable - related party | 280,875 | 748,120 |
Contingent consideration | 68,746 | 943,746 |
Accrued expenses and other current liabilities | 1,834,165 | $ 2,050,070 |
Funds held in trust | 167,361 | |
Operating line of Credit | 360,000 | $ 475,000 |
Bank loans | 264,885 | 148,006 |
Deferred revenue | 129,490 | 55,382 |
Deferred rent | 376,873 | $ 368,509 |
Derivative liability | 4,241,206 | |
Current portion of note payable, net of discount | 7,046 | $ 261,267 |
Current portion of convertible note payable, net of discount | 1,168,352 | 1,042,904 |
Current portion of note payable - related parties, net of discount | 231,081 | 281,644 |
Total current liabilities | 11,871,255 | 8,604,592 |
Other Long-term obligations | 76,757 | 101,256 |
Contingent consideration | 310,937 | 310,937 |
Non-current portion of note payable, net of discount | 5,701 | 8,177 |
Total Non-Current Liabilities | 393,395 | 420,370 |
TOTAL LIABILITIES | $ 12,264,650 | $ 9,024,962 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 42,000 issued and outstanding as of June 30, 2015 and and December 31, 2014 respectively. | $ 42 | $ 42 |
Common stock, $0.001 par value, 300,000,000 shares authorized, 3,193,833 and 2,230,670 issued and outstanding at June 30, 2015 and December 31, 2014 respectively. | 3,194 | 2,231 |
Subscription receivable | (168,000) | (168,000) |
Accumulated other comprehensive loss | (1,234,945) | (1,441,630) |
Additional paid-in capital | 73,221,836 | 65,953,501 |
Accumulated deficit | (53,779,554) | (45,948,526) |
Total stockholders' equity | 18,042,573 | 18,397,618 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 30,307,223 | $ 27,422,580 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable, current | $ 64,812 | $ 64,812 |
Accumulated depreciation | $ 1,446,929 | $ 1,419,215 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 42,000 | 42,000 |
Preferred stock, shares outstanding | 42,000 | 42,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 3,193,833 | 2,230,670 |
Common stock, shares outstanding | 3,193,833 | 2,230,670 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Net revenues | $ 1,065,757 | $ 148,586 | $ 2,069,398 | $ 265,131 |
Operating expenses | ||||
Cost of revenue | 262,423 | 46,549 | 424,836 | 77,755 |
Sales and marketing | 168,847 | 64,081 | 363,541 | 119,407 |
General and administrative | 2,751,701 | 882,988 | 4,877,108 | 3,169,520 |
Depreciation and amortization | $ 97,493 | 59,228 | $ 196,029 | 114,866 |
Loss on forgiveness of liabilities | 32,778 | 32,778 | ||
Total operating expenses | $ 3,280,464 | 1,085,624 | $ 5,861,514 | 3,514,326 |
Loss from operations | (2,214,707) | (937,038) | (3,792,116) | (3,249,195) |
Other income (expense): | ||||
Interest expense | $ (466,919) | $ (475,215) | $ (705,271) | (1,463,149) |
Loss on conversion of debt | (49,926) | |||
Derivative loss | $ (326,237) | $ (16,250) | $ (445,815) | $ (576,143) |
Loss on change in FV of derivative liability | (2,299,967) | (2,609,141) | ||
Amortization of warrants | $ (274,346) | (289,069) | ||
Other income (expense) | 10,384 | |||
Total other income (expense), net | $ (3,367,469) | $ (491,465) | (4,038,912) | $ (2,089,218) |
Net loss | (5,582,176) | (1,428,503) | (7,831,028) | (5,338,413) |
Other comprehensive gain (loss): | ||||
Foreign currency translation adjustment | (9,286) | (4,720) | 206,685 | (24,699) |
Comprehensive loss | $ (5,591,462) | $ (1,433,223) | $ (7,624,343) | $ (5,363,112) |
Basic and diluted net loss per common share (in dollars per share) | $ (2.08) | $ (1.36) | $ (2.61) | $ (5.12) |
Weighted average shares used in completing basic and diluted net loss per common share (in shares) | 2,683,786 | 1,055,582 | 3,004,152 | 1,047,553 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,831,028) | $ (5,338,413) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 196,029 | 114,866 |
Stock option expense | 7,946 | 67,869 |
Amortization of debt discount | 420,674 | $ 1,331,004 |
Amortization of deferred finance costs | 101,897 | |
Stock compensation expense | 1,370,492 | $ 1,355,598 |
Loss on change in fair value of derivative liability | 2,609,141 | $ 32,778 |
Derivative related to interest expense | $ 445,815 | |
Loss on conversion of debt | $ 49,926 | |
Derivative loss | $ 576,143 | |
Warrant expense | $ 289,069 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (208,573) | $ (5,263) |
Unbilled revenue | (315,266) | |
Bank loans | 116,879 | |
Other current assets | (6,107) | $ (150,358) |
Accounts payable | 700,703 | 416,378 |
Accounts payable - related party | 306,864 | 118,642 |
Accrued expenses | (223,925) | $ 77,939 |
Deferred revenue | 74,108 | |
Funds held in trust | (11,729) | |
Deferred rent | 8,364 | $ (3,106) |
Net cash used in operating activities | (1,948,647) | (1,355,997) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for acquisition of property, website and equipment | (142,017) | $ (128,184) |
Cash acquired from acquisitions | 169,588 | |
Net cash provided by (used) in investing activities | 27,571 | $ (128,184) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings | 874,014 | 1,143,452 |
Proceeds from issuance of shares | 983,075 | $ 478,520 |
Proceeds from exercise of warrants | 14,060 | |
Repayment of notes payable | (6,212) | $ (30,143) |
Net cash provided by financing activities | 1,864,937 | 1,591,829 |
Effect of foreign currency exchange rate on cash | 206,685 | (24,699) |
Net increase in cash | 150,546 | 82,949 |
Cash at beginning of period | 111,878 | 43,377 |
Cash at the end of the period | 262,424 | 126,326 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash paid for interest | $ 22,701 | 7,298 |
Cash paid for income taxes | 1,600 | |
Non-cash Investing and Financing Activities: | ||
Debt discount due to beneficial conversion feature | $ 1,186,250 | $ 826,032 |
Shares issued for settlement of contingent liability | 875,000 | |
Shares issued for conversion of debt - related party | 703,167 | |
Shares issued for conversion of payables | $ 547,778 | |
Debt discount due to shares and warrants issued with debt | $ 311,245 | |
Default penalty incurred | $ 50,000 | |
Reclass of accounts payable - related party to debt | $ 40,739 | |
Shares issued for conversion of debt and accrued interest | $ 666,100 | 737,368 |
Shares issued for settlement of accounts payable | $ 20,000 | |
Shares issued for acquisitions | 1,714,286 | |
Convertible debt purchased with acquistion | $ 255,000 | |
Asignment of debt to third party | $ 548,796 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 Organization and Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements of EFactor Group Corp. (the Company, we or our) have been prepared by the Companys management in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC), and should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2014 (Form 10-K), which was filed on April 14, 2015.The condensed consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. On April 28, 2015, the Company amended its Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock of the Company from 175,000,000 to 300,000,000. On July 14, 2015, the Company filed a Certificate of Amendment (the Amendment) with the Secretary of State of the State of Nevada to effect a reverse stock split of its outstanding shares of common stock and preferred stock at a ratio of 1 for 60 (the Stock Split), which Amendment became effective on July 17, 2015. Unless otherwise noted, all references herein to the number of common shares, price per common share or weighted average number of common shares outstanding have been adjusted to reflect this reverse stock split on a retroactive basis. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the fiscal year ended December 31, 2014 as reported in the Form 10-K have been omitted. Our mission is to assist entrepreneurs in building and growing their businesses. We believe we are the only global company that combines a comprehensive online and in-person social network with business services and funding focused exclusively on the entrepreneurial community. Operating through our wholly-owned subsidiaries, we provide our more than 1.7 million members with social networking opportunities, business services including education and mentoring, and funding including educational tools and opportunities such as donation-based crowdfunding. Coupled with members in every country of the world (196 countries) participating in 240 industry groups, we have created a global, resource-rich ecosystem for entrepreneurs and small businesses that serves as a source of inspiration and ideas and provides essential services to foster business growth. Our operations consist of the following three divisions: · Social Networks · Business Services · Funding The Company currently maintains its corporate office in New York, New York. Principles of consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as of June 30, 2015. Significant intercompany balances and transactions have been eliminated. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Going Concern [Abstract] | |
Going Concern | Note 2 Going Concern The Companys financial statements are prepared using generally accepted accounting principles in the United States, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the Company is new, has limited history and relatively few sales, no certainty of continuation can be stated. The accompanying condensed consolidated financial statements for the six month period ended June 30, 2015 and 2014 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. The Companys ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty. |
Notes Payable and Line of Credi
Notes Payable and Line of Credit | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable and Line of Credit | Note 3 Notes Payable and Line of Credit Notes payable On January 9, 2015 the Company issued $125,000 in convertible notes to an investor group and an additional $25,000 in February 2015. 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 Companys Common Stock is then listed for the five (5) trading days immediately prior to conversion. In conjunction with the notes the Company issued 33,333 Warrants to the Investors with a strike price of $6.00 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 11,667 shares of common stock of the Company to the investors valued at $50,090. On January 26, 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. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. Also on January 26, 2015, the Company issued a second convertible note amounting to $78,750 referenced as a backend note in which the proceeds are only available at the option of the Company and then only if the initial note for $78,750 has been satisfied. This 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. During February and March 2015, pursuant to a 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 2, 2015, pursuant to a 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, 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. On March 15 th th On April 8, 2015, pursuant to a Securities Exchange Agreement between the Company and Magna Equities I, LLC, the Company issued to Magna Equities I a convertible promissory 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, at a conversion price equal to a 40% discount from the lowest daily trading price in five (5) trading days prior to conversion. On April 15, 2015, in connection with the acquisition of RocketHub, the Company assumed as part of the transaction seven convertible notes with an aggregate face value of $255,000 bearing an interest rate of 0.25%. While these notes are due during the third quarter of 2015, the Company is currently attempting to extend the maturity date of these convertible notes. In connection with the Merger Agreement, certain significant Sellers entered into non-competition and non-solicitation agreements in favor of the Company and RocketHub. In connection with the Merger Agreement, RocketHub also entered into employment agreements with certain of its existing key employees. Additionally, certain outstanding convertible promissory notes of RocketHub for an aggregate principal amount of $255,000 (the Convertible Notes) remain outstanding after the Merger, but will be convertible into shares of Common Stock. Convertible Notes with an aggregate principal amount of $95,000 mature on April 27, 2015 and have a conversion price of $1.1751 per share (subject to customary adjustments). However, in connection with the Merger, the holders of Convertible Notes with an aggregate principal amount of $160,000 agreed to extend the maturity of their Convertible Notes for a period of approximately 4 months (with $150,000 in principal amount extended until August 31, 2015 and $10,000 in principal amount extended until May 31, 2016) in exchange for a reduced conversion price of $0.70 per share (subject to customary adjustments). On May 1, 2015 the Company issued to Magna Equities I, LLC a convertible promissory note in the aggregate principal amount of $53,000 under the same terms as the. On May 20, 2015 the Company issued to Magna Equities I, LLC a convertible promissory note in the aggregate principal amount of $200,000 under the same terms as the previous note. On May 27, 2015 the Company issued a convertible promissory note in the aggregate principal amount of $85,000 under the same terms as the Magna Equities II Note. During the six months ended June 30, 2015, the Company issued approximately $110,000 shares to convert approximately $700,000 of convertible debt and accrued interest. During the six months ended June 30, 2015 the Company recognized $420,674 of interest expense due to the amortization of debt discounts on all convertible and unsecured short term notes. The fair value of the derivative liability at the re-measurement date amounting to $967,002 was credited to additional paid in capital. The derivative liability was valued using the Black-Scholes model using the following assumptions: At issuance date At termination date Market value of stock on measurement date $ 4.80 -135.00 $ 4.80 - 114.00 Risk-free interest rate 0.01% - 0.04 % 0.05 % Dividend yield 0 % 0 % Volatility factor 269% - 655 % 319 % Term 0.07 - 0.16 years 0.25 years A summary of activity for Convertible notes payable during the six months ended June 30, 2015 is set forth below: Balance at December 31, 2014 $ 1,312,348 Proceeds from convertible notes 874,014 Payments (6,212 ) Assumption of debt in acquisition 255,000 Assignment of debt from line of credit $ 115,000 Conversion of convertible notes to equity (616,222 ) Debt discount on new convertible notes and shares issued with debt (1,186,250 ) Amortization of debt discount 420,674 Balance at June 30, 2015 1,168,352 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 agreed to make loans to the Company from time to time commencing on the date of the Agreement for a period of twenty four (24) months thereafter ending June 7, 2015. As of June 30, 2015, the Company has drawn $475,000 from the line and has made a payment of $75,000 during the first quarter of 2015 with another payment of $40,000 in the second quarter of 2015, leaving a current outstanding balance of $360,000 as of June 30, 2015. As required by the Odom Agreement, the Company also issued 1,979 shares to the lender, proportionate to amounts that had been drawn, which was recognized as deferred financing fees of $475,000 and amortized over the term of the line of credit. For the six months ended June 30, 2015, $58,227 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, he 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 June 30, 2015, HT Skills has an outstanding balance on their overdraft facility of $60,908 (£40,331) which is included in accounts payable in the consolidated balance sheets. As of June 30, 2015, HT Skills has outstanding balances for two term loans totaling to $141,759 (£93,833). 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. These Bank Loans per the Companys Purchase Agreement with the Shareholders of HTSkills, are the obligation of the former owner of HT Skills and will be reimbursed to the Company. In March 2015, Robson Dowry entered into a receivables factoring agreement with Lloyds Bank PLC whereby Robson Dowry will be able to finance up to 80% of their receivables up to $100,000 (£65,000). This factoring agreement has a funding period of four months for the receivables presented and carries an interest rate of 4.98% above the base rate or 6% (whichever is higher). As of June 30, 2015, the outstanding balance on this agreement was $57,465. |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Note 4 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 June 30, 2015, this obligation has an outstanding balance of $633,022 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 half of 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, 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 $2,265 (£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 | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 5 Derivative Instruments During the six months ended June 30, 2015, the Company recognized a derivative liability associated with the convertible notes discussed in Note 3. The resulting derivative liability being recognized at the issuance date amounting to $1,510,187 with a corresponding charge to debt discount for the full amount of the notes amounting of $1,186,250 and the balance of $445,815 to derivative expense. On June 30, 2015, the derivative instruments were revalued to $4,241,206 resulting in a loss on the change in value of $2,609,141 and a corresponding increase in derivative liability. Also on June 30, 2015, the Company amortized $324,175 in debt discount resulting in a net discount balance of $862,075 for these derivative instruments. 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 $ 4.80 - 135.00 $ 4.80 - 114.00 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 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Note 6 Acquisitions Description of the Transactions 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 221,985 unregistered shares of the Companys common stock. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: 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 Member Digital Ltd. 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 MDSellers). On the same date, the parties consummated the transaction, pursuant to which the MD Sellers sold, and the Company purchased, all of Member Digitals outstanding capital stock, in exchange for 20,833 unregistered shares of the Companys common stock. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: 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 GroupCard BV 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 GroupCards outstanding capital stock, in exchange for 46,875 unregistered shares of the Companys common stock. In connection with the transaction, the Company agreed to loan GroupCard, within 120 days of the closing of the transaction, $400,000 at six percent interest per annum for working capital purposes. In addition, the Company agreed to pay the 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 recorded a contingent liability of $875,000 during 2014, this amount was relieved through the issuance of 18,229 shares of the Companys common stock during the June 2015 quarter as outlined in the Exchange Agreement. Furthermore, the Company has evaluated the potential contingencies associated with this Exchange Agreement and determined that there is no additional contingent liability required as of June 30, 2015. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: 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 875,000 Total fair value of consideration given $ 3,125,000 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 (the ELEQT Sellers). On the same date, the parties consummated the transaction, pursuant to which the ELEQT Sellers sold, and the Company purchased, all of ELEQTs outstanding capital stock, in exchange for 516,667 unregistered shares of the Companys common stock. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: 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 379,683 Total fair value of consideration given $ 25,954,683 Robson Dowry Ltd. 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. (the Robson Dowry Sellers). On the same date, the parties consummated the transaction, pursuant to which the Sellers sold, and the Company purchased, all of Robson Dowrys outstanding capital stock, in exchange for 25,000 unregistered shares of the Companys common stock. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: 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 RocketHub On April 15, 2015, the Company entered into an Agreement and Plan of Merger with EFactor Merger Sub Inc., a New York corporation and wholly owned subsidiary of the Company (Merger Sub), RocketHub Inc., a New York corporation (RocketHub), the shareholders of RocketHub (the RocketHub Sellers) and a representative of the RocketHub Sellers. Pursuant and subject to the terms and conditions of the merger agreement, Merger Sub was merged with and into RocketHub, with RocketHub surviving as a wholly owned subsidiary of the Company. As consideration for the merger, the RocketHub Sellers received 357,143 shares of common stock, par value $0.001, of the Company. Assets Acquired: Cash $ 169,588 Accounts receivable $ 12,013 Property, plant and equipment 155,128 Other assets 643 Goodwill 1,821,200 Assets acquired $ 2,158,572 Liabilities Assumed: Accounts payable $ 10,196 Funds held in trust 179,090 Other current liabilities 255,000 Other long term liabilities Liabilities assumed $ 444,286 Net assets acquired $ 1,714,286 Fair value of consideration given $ 1,714,286 Basis of Presentation These acquisitions have been accounted for using the purchase method of accounting. Under the purchase method of accounting, the total purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The excess of purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is considered goodwill. The Companys results of operations included the activities of Member Digital, HT Skills, GroupCard, ELEQT, Robson Dowry, and RocketHub from their respective dates of acquisition. The Company recorded the purchase based on the quoted market price of the stock for the purchase. Purchase Price Allocation In accordance with ASC 805, Business Combinations |
Business Division Information a
Business Division Information and Geographical Segments | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Business Division Information and Geographical Segments | Note 7 Business Division Information and Geographical Segments The Companys reportable segments are defined by their service or revenue sources. The Companys reportable divisions are Social Networks, Business Services, and Funding. Social Networks comprises EFactor, GroupCard, Member Digital, and ELEQT. The Business Services division is made up of EQMentor, HT Skills, Robson Dowry, and MCC. The Funding division is specific to the Companys recent acquisition of RocketHub. The Company measures the performance of its divisions 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 The table below sets forth our revenue based on our business segments for the three and six months ended June 30, 2015 and 2014: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Social Networks $ 576,205 $ 40,894 $ 1,061,362 $ 63,903 Business Services 458,565 107,692 977,049 201,228 Funding 30,987 30,987 $ 1,065,757 $ 148,586 $ 2,069,398 $ 265,131 For the three and six months ended June 30, 2015 and 2014, the Company generated revenues in the United States, Europe (excluding the U.K.) and the United Kingdom as follows: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 United States $ 42,037 $ 42,331 $ 53,527 $ 66,777 Europe 536,618 963,236 United Kingdom 487,102 106,255 1,052,635 198,354 $ 1,065,757 $ 148,586 $ 2,069,398 $ 265,131 As of June 30, 2015 and December 31, 2014, the Company has assets in the U.S., Europe and the U.K.: June 30, December 31, 2015 2014 (Unaudited) Total assets in the U.S. $ 3,952,040 $ 2,129,289 Total assets in Europe 13,396,104 13,033,559 Total assets in the U.K. 12,959,079 12,259,732 Total assets $ 30,307,223 $ 27,422,580 As of June 30, 2015 and December 31, 2014, the Company has liabilities in the U.S., Europe and the U.K.: June 30, December 31, 2015 2014 (Unaudited) Total liabilities in the U.S. $ 5,955,043 $ 5,764,898 Total liabilities in Europe 3,464,364 2,204,411 Total liabilities in the U.K. 2,845,243 1,055,653 Total liabilities $ 12,264,650 $ 9,024,962 The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of HT Skills Ltd, Member Digital Ltd., GroupCard BV, ELEQT Ltd and Robson Dowry Ltd occurred on January 2014: June 30, 2014 Net Revenues $ 677,882 Net (loss) from continuing operations (4,036,059 ) Net (loss) income per share from continuing operations (3.89 ) Weighted average number of shares Basic and diluted 1,038,779 |
Related Parties and Related Par
Related Parties and Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Parties and Related Party Transactions | Note 8 Related Parties and Related Party Transactions Accounts Payable Related Party As of June 30, 2015, two of our executive officers, Adriaan Reinders, and Marion Freijsen had unreimbursed expenses, unpaid board fees and salaries of $ 135,999 and $ 85,608, respectively. The remaining balance of the Accounts Payable Related Party of $59,268 represents amounts primarily due to our board of directors for board meeting fees, out of pocket expenses and consulting fees. Notes Payable Related Parties A summary of activity for notes payable related parties for the six months ended June 30, 2015 are set forth below: During the six months ended June 30, 2015, the Company assigned related party debt to an unrelated third party amounting to $32,458 and converted $7,300. In addition the Company incurred an additional $50,000 related to a default provision which resulted in the balance of $231,081 as of June 30, 2015. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9 Stockholders Equity On July 14, 2015, the Company filed a Certificate of Amendment (the Amendment) with the Secretary of State of the State of Nevada to effect a reverse stock split of its outstanding shares of common stock and preferred stock at a ratio of 1 for 60 (the Stock Split), which Amendment became effective on July 17, 2015. Unless otherwise noted, all references herein to the number of common shares, price per common share or weighted average number of common shares outstanding have been adjusted to reflect this reverse stock split on a retroactive basis. Common Stock During the six months ended June 30, 2015, we had the following issuances of common stock: In April 2015, the Company sold to an accredited investor 13,333 common shares and 3,333 warrants for cash for a total consideration of $100,000. That warrants have a strike price of $15.00 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 1,667 additional common shares. In April 2015, the Company sold 100,000 shares of its common stock to 5 accredited investors for an aggregate of $750,000. In addition to the common stock the investors received 40,000 three year warrants with a strike price of $15.00. On May 6, 2015, the Company issued 53,333 and 40,422 shares of the Companys common stock to Adriaan Reinders and Marion Freijsen respectively to convert certain indebtedness aggregating to $703,167 of the Company related party liabilities. In addition to the common stock the investors received 23,439 three year warrants with a strike price of $15.00. In addition, the Company had the following transactions related to common stock: - the Company issued 16,052 shares of common stock for cash proceeds of $133,075. - the Company issued 109,850 shares of common stock to convert $666,100 of convertible debt. - the Company issued 71,850 shares of common stock to convert payables valued at $547,778. - the Company issued 20,033 shares of common stock to convert liabilities valued at $973,325. - the Company issued 184,491 shares of common stock for services with a fair value of $1,370,492. - the Company issued 357,143 shares of common stock related to the acquisition of RocketHub valued at $1,714,286. - the Company issued 1,667 shares of common stock for cash proceeds of $14,060 from the exercise of warrants. - the Company issued 93,756 shares of common stock to convert related party payables valued of $703,167. Stock Options During the six months ended June 30, 2015, the Company recognized $7,946 of stock option expense related to options granted in prior periods. As of June 30, 2015, there are 63,792 options outstanding with a weighted average exercise price of $34.20 and an expected life of one (1) year. Warrants During the six months ended June 30, 2015, the Company issued 127,147 warrants. As of June 30, 2015 there were 127,147 warrants outstanding with an aggregate exercise price of $1,607,203. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 Subsequent Events On July 25, 2015, the Company entered into a bridge financing arrangement with a related party for a convertible note of $120,000. This note is unsecured and carries a twelve percent interest rate due December 31, 2015 and may be converted into shares of the Companys common stock at a conversion price of $4.80. The Company also issued 150,000 common stock warrants at a strike price of $4.80 per share in connection with this financing. On July 31, 2015, the Company entered into a bridge financing arrangement with Increasive Ventures BV for an original discount convertible note of $1,250,000. This note is unsecured and carries a twelve percent interest rate due December 31, 2015 and may be converted into shares of the Companys Stock at a conversion price of $4.80. The Company also issued 1,500,000 common stock warrants at a strike price of $4.80 per share in connection with this financing. |
Notes Payable and Line of Cre16
Notes Payable and Line of Credit (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of derivative liability | The fair value of the derivative liability at the re-measurement date amounting to $967,002 was credited to additional paid in capital. The derivative liability was valued using the Black-Scholes model using the following assumptions: At issuance date At termination date Market value of stock on measurement date $ 4.80 -135.00 $ 4.80 - 114.00 Risk-free interest rate 0.01% - 0.04 % 0.05 % Dividend yield 0 % 0 % Volatility factor 269% - 655 % 319 % Term 0.07 - 0.16 years 0.25 years |
Schedule of activity for notes payable | A summary of activity for Convertible notes payable during the six months ended June 30, 2015 is set forth below: Balance at December 31, 2014 $ 1,312,348 Proceeds from convertible notes 874,014 Payments (6,212 ) Assumption of debt in acquisition 255,000 Assignment of debt from line of credit $ 115,000 Conversion of convertible notes to equity (616,222 ) Debt discount on new convertible notes and shares issued with debt (1,186,250 ) Amortization of debt discount 420,674 Balance at June 30, 2015 1,168,352 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of 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 $ 4.80 - 135.00 $ 4.80 - 114.00 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 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of estimated fair values of the assets acquired and liabilities | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: 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 estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: 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 estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: 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 875,000 Total fair value of consideration given $ 3,125,000 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: 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 379,683 Total fair value of consideration given $ 25,954,683 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: 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 Assets Acquired: Cash $ 169,588 Accounts receivable $ 12,013 Property, plant and equipment 155,128 Other assets 643 Goodwill 1,821,200 Assets acquired $ 2,158,572 Liabilities Assumed: Accounts payable $ 10,196 Funds held in trust 179,090 Other current liabilities 255,000 Other long term liabilities Liabilities assumed $ 444,286 Net assets acquired $ 1,714,286 Fair value of consideration given $ 1,714,286 |
Business Division Information19
Business Division Information and Geographical Segments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of amount and geographic location of revenues | The table below sets forth our revenue based on our business segments for the three and six months ended June 30, 2015 and 2014: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Social Networks $ 576,205 $ 40,894 $ 1,061,362 $ 63,903 Business Services 458,565 107,692 977,049 201,228 Funding 30,987 30,987 $ 1,065,757 $ 148,586 $ 2,069,398 $ 265,131 For the three and six months ended June 30, 2015 and 2014, the Company generated revenues in the United States, Europe (excluding the U.K.) and the United Kingdom as follows: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 United States $ 42,037 $ 42,331 $ 53,527 $ 66,777 Europe 536,618 963,236 United Kingdom 487,102 106,255 1,052,635 198,354 $ 1,065,757 $ 148,586 $ 2,069,398 $ 265,131 |
Schedule of business segment information | As of June 30, 2015 and December 31, 2014, the Company has assets in the U.S., Europe and the U.K.: June 30, December 31, 2015 2014 (Unaudited) Total assets in the U.S. $ 3,952,040 $ 2,129,289 Total assets in Europe 13,396,104 13,033,559 Total assets in the U.K. 12,959,079 12,259,732 Total assets $ 30,307,223 $ 27,422,580 As of June 30, 2015 and December 31, 2014, the Company has liabilities in the U.S., Europe and the U.K.: June 30, December 31, 2015 2014 (Unaudited) Total liabilities in the U.S. $ 5,955,043 $ 5,764,898 Total liabilities in Europe 3,464,364 2,204,411 Total liabilities in the U.K. 2,845,243 1,055,653 Total liabilities $ 12,264,650 $ 9,024,962 |
Schedule of pro forma consolidated results of operations | The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of HT Skills Ltd, Member Digital Ltd., GroupCard BV, ELEQT Ltd and Robson Dowry Ltd occurred on January 2014: June 30, 2014 Net Revenues $ 677,882 Net (loss) from continuing operations (4,036,059 ) Net (loss) income per share from continuing operations (3.89 ) Weighted average number of shares Basic and diluted 1,038,779 |
Organization and Basis of Pre20
Organization and Basis of Presentation (Details Narrative) | Jul. 14, 2015 | Jun. 30, 2015shares | Apr. 28, 2015shares | Dec. 31, 2014shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Common stock, shares authorized | 300,000,000 | 175,000,000 | 300,000,000 | |
Reverse stock split of common stock | Outstanding shares of common stock and preferred stock at a ratio of 1 for 60 (the “Stock Split”). | |||
Stock split conversion ratio | 0.0167 |
Notes Payable and Line of Cre21
Notes Payable and Line of Credit (Details Narrative) - USD ($) | Apr. 08, 2015 | Mar. 02, 2015 | Jan. 09, 2015 | Apr. 15, 2015 | Feb. 28, 2015 | Feb. 27, 2015 | Jan. 26, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | May. 27, 2015 | May. 01, 2015 | Mar. 27, 2015 | Mar. 15, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from convertible notes payable | $ 78,750 | |||||||||||||
Interest rate on debt | 8.00% | |||||||||||||
Lowest closing bid prices | 50.00% | 58.00% | ||||||||||||
Par value of common stock | $ 0.001 | $ 0.001 | ||||||||||||
Convertible notes issued to an investor group | $ 125,000 | |||||||||||||
Additional convertible notes issued | $ 25,000 | |||||||||||||
Maturity period | 1 year | 1 year | ||||||||||||
Interest rate | 10.00% | |||||||||||||
Issuance of warrants | 33,333 | |||||||||||||
Strike price of warrants | $ 6 | |||||||||||||
Warrants exercisable period | 5 years | |||||||||||||
Banking advisory fee as common stock issued, Shares | 11,667 | |||||||||||||
Banking advisory fee as common stock issued, Value | $ 50,090 | |||||||||||||
Fair value of the derivative liability | $ 967,002 | |||||||||||||
Issuance of common stock for debt | $ 584,218 | |||||||||||||
Issuance of common stock for debt, shares | 72,942 | |||||||||||||
Accrued interest | $ 24,632 | |||||||||||||
Loss on conversion of debt | 0 | |||||||||||||
Convertible debt, accrued interest converted | $ 66,089 | |||||||||||||
Rocket Hub [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion price | $ 1.1751 | |||||||||||||
Aggregate principal amount | $ 255,000 | |||||||||||||
Par value of common stock | $ 0.001 | |||||||||||||
Accrued interest percentage | 0.25% | |||||||||||||
Convertible notes payable | $ 95,000 | |||||||||||||
Magna Equities II, LLC [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from convertible notes payable | $ 75,000 | $ 100,000 | $ 175,000 | |||||||||||
Interest rate on debt | 12.00% | |||||||||||||
Lowest closing bid prices | 40.00% | |||||||||||||
Backend Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from convertible notes payable | $ 78,750 | |||||||||||||
Interest rate on debt | 8.00% | |||||||||||||
Lowest closing bid prices | 58.00% | |||||||||||||
Maturity period | 1 year | |||||||||||||
Magna Equities I LLC [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from convertible notes payable | $ 200,000 | $ 200,000 | ||||||||||||
Lowest closing bid prices | 40.00% | 40.00% | ||||||||||||
Aggregate principal amount | $ 200,000 | $ 200,000 | $ 53,000 | |||||||||||
Par value of common stock | $ 0.0001 | $ 0.0001 | ||||||||||||
Accrued interest percentage | 135.00% | |||||||||||||
Additional purchases | $ 1,000,000 | |||||||||||||
Magna Equities I LLC [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 200,000 | |||||||||||||
Magna Equities II Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 85,000 | $ 29,500 | $ 15,000 | |||||||||||
Debt Instrument, Redemption, Period Two [Member] | Rocket Hub [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion price | $ 0.70 | |||||||||||||
Convertible notes payable | $ 10,000 | |||||||||||||
Maturity date | May 31, 2016 | |||||||||||||
Debt Instrument, Redemption, Period One [Member] | Rocket Hub [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion price | $ .70 | |||||||||||||
Convertible notes payable | $ 150,000 | |||||||||||||
Maturity date | Aug. 31, 2015 | |||||||||||||
Rocket Hub [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maturity date | Apr. 27, 2015 |
Notes Payable and Line of Cre22
Notes Payable and Line of Credit (Details Narrative 1) | Jan. 09, 2015 | Mar. 31, 2015USD ($) | Jan. 26, 2015 | Jun. 30, 2013USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($) | Jun. 30, 2015GBP (£) | Mar. 31, 2015GBP (£) |
Line of Credit Facility [Line Items] | ||||||||||
Deferred financing fees amortized into interest expense | $ 101,897 | |||||||||
Maturity period | 1 year | 1 year | ||||||||
Term Loan [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Annual interest | 8.00% | 8.00% | 8.00% | |||||||
Term loan, maturity date | May 31, 2015 | |||||||||
Loans receivable, outstanding | $ 141,759 | $ 141,759 | ||||||||
Description of interest rate of loans receivable | 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). | |||||||||
Term Loan [Member] | Robson Dowry [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Annual interest | 4.98% | 4.98% | 4.98% | |||||||
Maturity period | 4 months | |||||||||
Loans receivable, outstanding | $ 100,000 | $ 57,465 | $ 100,000 | $ 57,465 | ||||||
Description of interest rate of loans receivable | An interest rate of 4.98% above the base rate or 6% (whichever is higher) | |||||||||
Term Loan [Member] | GBP | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Loans receivable, outstanding | £ | £ 93,833 | |||||||||
Term Loan [Member] | GBP | Robson Dowry [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Loans receivable, outstanding | £ | £ 65,000 | |||||||||
Revolving Credit Facility [Member] | Charles Odom [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit, initiation date | Jun. 7, 2013 | |||||||||
Line of credit, expiration period | 24 months | |||||||||
Line of credit, expiration date | Jun. 7, 2015 | |||||||||
Line of credit, borrowing capacity | $ 750,000 | 475,000 | 475,000 | |||||||
Repayment of line of credit | 40,000 | $ 75,000 | ||||||||
Line of credit, remaining borrowing capacity | 360,000 | $ 360,000 | ||||||||
Shares issued as deferred financing fees, shares | shares | 1,979 | |||||||||
Deferred financing fees | $ 475,000 | $ 475,000 | $ 475,000 | |||||||
Deferred financing fees amortized into interest expense | $ 58,227 | |||||||||
Annual interest | 15.00% | 15.00% | 15.00% | 15.00% | ||||||
Maturity period | 12 months | 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 | $ 60,908 | $ 60,908 | ||||||||
Overdraft facility [Member] | GBP | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit, remaining borrowing capacity | £ | £ 40,331 |
Notes Payable and Line of Cre23
Notes Payable and Line of Credit (Details) - Jun. 30, 2015 - $ / shares | Total |
Issuance Date [Member] | |
Dividend yield | 0.00% |
Issuance Date [Member] | Minimum [Member] | |
Market value of stock on measurement date | $ 4.80 |
Risk-free interest rate | 0.01% |
Volatility factor | 146.00% |
Term | 26 days |
Issuance Date [Member] | Maximum [Member] | |
Market value of stock on measurement date | $ 135 |
Risk-free interest rate | 0.04% |
Volatility factor | 1731.00% |
Term | 1 year 4 days |
Termination Date [Member] | |
Dividend yield | 0.00% |
Termination Date [Member] | Minimum [Member] | |
Market value of stock on measurement date | $ 4.80 |
Risk-free interest rate | 0.01% |
Volatility factor | 171.00% |
Term | 1 month 2 days |
Termination Date [Member] | Maximum [Member] | |
Market value of stock on measurement date | $ 114 |
Risk-free interest rate | 0.15% |
Volatility factor | 319.00% |
Term | 3 months |
Convertible Promissory Notes [Member] | Issuance Date [Member] | |
Dividend yield | 0.00% |
Convertible Promissory Notes [Member] | Issuance Date [Member] | Minimum [Member] | |
Market value of stock on measurement date | $ 4.80 |
Risk-free interest rate | 0.01% |
Volatility factor | 269.00% |
Term | 26 days |
Convertible Promissory Notes [Member] | Issuance Date [Member] | Maximum [Member] | |
Market value of stock on measurement date | $ 135 |
Risk-free interest rate | 0.04% |
Volatility factor | 655.00% |
Term | 1 month 28 days |
Convertible Promissory Notes [Member] | Termination Date [Member] | |
Risk-free interest rate | 0.05% |
Dividend yield | 0.00% |
Volatility factor | 319.00% |
Term | 3 months |
Convertible Promissory Notes [Member] | Termination Date [Member] | Minimum [Member] | |
Market value of stock on measurement date | $ 4.80 |
Convertible Promissory Notes [Member] | Termination Date [Member] | Maximum [Member] | |
Market value of stock on measurement date | $ 114 |
Notes Payable and Line of Cre24
Notes Payable and Line of Credit (Details 1) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jan. 26, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | |||
Proceeds from convertible notes | $ 78,750 | ||
Amortization of debt discount | $ 420,674 | $ 1,331,004 | |
Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Balance, beginning | $ 1,312,348 | 1,312,348 | |
Proceeds from convertible notes | 874,014 | ||
Payments | (6,212) | ||
Assumption of debt in acquisition | 255,000 | ||
Assignment of debt from line of credit | 115,000 | ||
Conversion of convertible notes to equity | (616,222) | ||
Debt discount on new convertible notes and shares issued with debt | (1,186,250) | ||
Amortization of debt discount | 420,674 | ||
Balance, end | $ 1,168,352 |
Other Liabilities (Details Narr
Other Liabilities (Details Narrative) - Jun. 30, 2015 | USD ($) | GBP (£) |
MCC Obligaton [Member] | ||
Monthly fixed payment to trustee | $ 2,265 | |
Maturity of payment | Feb. 28, 2019 | Feb. 28, 2019 |
MCC Obligaton [Member] | GBP | ||
Monthly fixed payment to trustee | £ | £ 1,500 | |
Justice Obligaton [Member] | ||
Payroll taxes and other withholdings | $ 103,333 | |
Outstanding obligation balance | $ 633,022 | |
Obligation accrues interest | 35.00% | 35.00% |
Derivative Instruments (Details
Derivative Instruments (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Derivative Liabilities | $ 1,510,187 | $ 1,510,187 | ||
Debt discount on derivative liability | 1,186,250 | 1,186,250 | ||
Derivative expense | 445,815 | |||
Fair value of the derivative liability | 4,241,206 | 4,241,206 | ||
Loss on change in value of derivative liability | 326,237 | $ 16,250 | 445,815 | $ 576,143 |
Amortization of debt discount | 324,175 | |||
Debt discount net | $ 862,075 | $ 862,075 |
Derivative Instruments (Detai27
Derivative Instruments (Details) - Jun. 30, 2015 - Longterm Debt Type Domain - $ / shares | Total |
Issuance Date [Member] | |
Dividend yield | 0.00% |
Issuance Date [Member] | Minimum [Member] | |
Market value of stock on measurement date | $ 4.80 |
Risk-free interest rate | 0.01% |
Volatility factor | 146.00% |
Term | 26 days |
Issuance Date [Member] | Maximum [Member] | |
Market value of stock on measurement date | $ 135 |
Risk-free interest rate | 0.04% |
Volatility factor | 1731.00% |
Term | 1 year 4 days |
Termination Date [Member] | |
Dividend yield | 0.00% |
Termination Date [Member] | Minimum [Member] | |
Market value of stock on measurement date | $ 4.80 |
Risk-free interest rate | 0.01% |
Volatility factor | 171.00% |
Term | 1 month 2 days |
Termination Date [Member] | Maximum [Member] | |
Market value of stock on measurement date | $ 114 |
Risk-free interest rate | 0.15% |
Volatility factor | 319.00% |
Term | 3 months |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) | Apr. 15, 2015USD ($)$ / sharesshares | Nov. 15, 2014shares | Oct. 01, 2014shares | Jul. 07, 2014USD ($)N$ / sharesshares | Jul. 01, 2014shares | Jun. 30, 2015$ / sharesshares | Dec. 31, 2014$ / shares |
Business Acquisition [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||
Ht Skills Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 221,985 | ||||||
Member Digital Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 20,833 | ||||||
ELEQT Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 516,667 | ||||||
Group Card [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 46,875 | 18,229 | |||||
Loan to acquiree, face amount | $ | $ 400,000 | ||||||
Number of members added during a semi-annual period | N | 20,000 | ||||||
Business Acquisition Equity Interests Issued or Issuable Par Value | $ / shares | $ 0.80 | ||||||
Group Card [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued in business acquisition, amount | $ | $ 25 | ||||||
Rocket Hub [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 357,143 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||
Purchase price (in dollars per share) | $ / shares | $ 42 | ||||||
Aggregrate purchase price | $ | $ 15,000,000 | ||||||
Robson Dowry [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in business acquisition | 25,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Apr. 15, 2015 | Nov. 15, 2014 | Oct. 01, 2014 | Jul. 07, 2014 | Jul. 01, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Assets Acquired: | |||||||
Goodwill | $ 27,737,616 | $ 25,544,581 | |||||
Liabilities Assumed: | |||||||
Contingent consideration | $ 310,937 | $ 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 | ||||||
Fair value of consideration | 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 | ||||||
Fair value of consideration | $ 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 | ||||||
Fair value of consideration | $ 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 | 379,683 | ||||||
Fair value of consideration | $ 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 | ||||||
Fair value of consideration | $ 345,000 | ||||||
Rocket Hub [Member] | |||||||
Assets Acquired: | |||||||
Cash | $ 169,588 | ||||||
Accounts receivable | 12,013 | ||||||
Property, plant and equipment | 155,128 | ||||||
Other Assets | 643 | ||||||
Goodwill | 1,821,200 | ||||||
Assets acquired | 2,158,572 | ||||||
Liabilities Assumed: | |||||||
Accounts payable | 10,196 | ||||||
Funds held in trust | 179,090 | ||||||
Other current liabilities | $ 255,000 | ||||||
Other long term liabilities | |||||||
Liabilities assumed | $ 444,286 | ||||||
Net assets acquired | 1,714,286 | ||||||
Fair value of consideration | $ 1,714,286 |
Business Division Information30
Business Division Information and Geographical Segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | $ 1,065,757 | $ 148,586 | $ 2,069,398 | $ 265,131 |
Social Networks [Member] | ||||
Revenues | 576,205 | 40,894 | 1,061,362 | 63,903 |
Business Services [Member] | ||||
Revenues | 458,565 | $ 107,692 | 977,049 | $ 201,228 |
Funding [Member] | ||||
Revenues | $ 30,987 | $ 30,987 |
Business Division Information31
Business Division Information and Geographical Segments (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | $ 1,065,757 | $ 148,586 | $ 2,069,398 | $ 265,131 |
Europe [Member] | ||||
Revenues | 536,618 | 963,236 | ||
United Kingdom [Member] | ||||
Revenues | 487,102 | $ 106,255 | 1,052,635 | $ 198,354 |
United States [Member] | ||||
Revenues | $ 42,037 | $ 42,331 | $ 53,527 | $ 66,777 |
Business Division Information32
Business Division Information and Geographical Segments (Details 2) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Total assets | $ 30,307,223 | $ 27,422,580 |
Europe [Member] | ||
Total assets | 13,396,104 | 13,033,559 |
United Kingdom [Member] | ||
Total assets | 12,959,079 | 12,259,732 |
United States [Member] | ||
Total assets | $ 3,952,040 | $ 2,129,289 |
Business Division Information33
Business Division Information and Geographical Segments (Details 3) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Liabilities | $ 12,264,650 | $ 9,024,962 |
Europe [Member] | ||
Liabilities | 3,464,364 | 2,204,411 |
United Kingdom [Member] | ||
Liabilities | 2,845,243 | 1,055,653 |
United States [Member] | ||
Liabilities | $ 5,955,043 | $ 5,764,898 |
Business Division Information34
Business Division Information and Geographical Segments (Details 4) - 6 months ended Jun. 30, 2014 - USD ($) | Total |
Segment Reporting [Abstract] | |
Net Revenues | $ 677,882 |
Net (loss) income from continuing operations | $ (4,036,059) |
Net (loss) income per share from continuing operations | $ (3.89) |
Weighted average number of shares - Basic and diluted | 1,038,779 |
Related Parties and Related P35
Related Parties and Related Party Transactions (Details Narrative) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Accounts payable - related party | $ 280,875 | $ 748,120 |
Marion Freijsen [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable - related party | 85,608 | |
Adriaan Reinders [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable - related party | 135,999 | |
Director [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable - related party | $ 59,268 |
Related Parties and Related P36
Related Parties and Related Party Transactions (Details) - Jun. 30, 2015 - USD ($) | Total |
Related Party Transaction [Line Items] | |
Related party debt | $ 231,081 |
Additional default provision | 50,000 |
Unrelated Third Party [Member] | |
Related Party Transaction [Line Items] | |
Related party debt | 32,458 |
Converted value | $ 7,300 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Jul. 14, 2015 | May. 06, 2015USD ($)$ / sharesshares | Apr. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($) | Jan. 09, 2015$ / shares |
Reverse stock split of common stock | Outstanding shares of common stock and preferred stock at a ratio of 1 for 60 (the “Stock Split”). | |||||
Stock split conversion ratio | 0.0167 | |||||
Issuance of common stock for cash | $ | $ 703,167 | $ 133,075 | ||||
Issuance of common stock for cash, shares | 16,052 | |||||
Issuance of common stock for convertible debt | $ | $ 584,218 | |||||
Issuance of common stock for convertible debt, shares | 72,942 | |||||
Issuance of common stock for services | $ | $ 1,370,492 | |||||
Issuance of common stock for services, shares | 184,491 | |||||
Stock option expense | $ | $ 7,946 | $ 67,869 | ||||
Issuance of common stock related to the acquisition | $ | $ 1,714,286 | |||||
Issuance of common stock related to the acquisition, shares | 357,143 | |||||
Issuance of common stock for converted related party | $ | $ 703,167 | |||||
Issuance of common stock for converted related party, shares | 93,756 | |||||
Issuance of common stock for convert liabilities | $ | $ 973,325 | |||||
Issuance of common stock for convert liabilities, shares | 20,033 | |||||
Issuance of common stock for convert payables | $ | $ 547,778 | |||||
Issuance of common stock for convert payables, shares | 71,850 | |||||
Warrants strike price (in dollars per share) | $ / shares | $ 6 | |||||
Stock Option [Member] | ||||||
Stock option expense | $ | $ 7,946 | |||||
Number of stock outstanding | 63,792 | |||||
weighted average exercise price of stock options (in dollars per share) | $ / shares | $ 34.20 | |||||
Expected life of stock options | 1 year | |||||
Accredited Investor [Member] | ||||||
Issuance of common stock for cash | $ | $ 100,000 | |||||
Issuance of common stock for cash, shares | 13,333 | |||||
Additional shares issued, shares | 1,667 | |||||
Minimum market capitalization | $ | $ 100,000,000 | |||||
Adriaan Reinders [Member] | ||||||
Issuance of common stock for cash, shares | 53,333 | |||||
Marion Freijsen [Member] | ||||||
Issuance of common stock for cash, shares | 40,422 | |||||
Five Accredited Investor [Member] | ||||||
Issuance of common stock for cash | $ | $ 750,000 | |||||
Issuance of common stock for cash, shares | 100,000 | |||||
Convertible Debt [Member] | ||||||
Issuance of common stock for convertible debt | $ | $ 666,100 | |||||
Issuance of common stock for convertible debt, shares | 109,850 | |||||
Warrant [Member] | ||||||
Issuance of common stock for cash | $ | $ 14,060 | |||||
Issuance of common stock for cash, shares | 23,439 | 1,667 | ||||
Number of stock outstanding | 127,147 | |||||
Warrants aggregate exercise price | $ | $ 1,607,203 | |||||
Warrants strike price (in dollars per share) | $ / shares | $ 15 | |||||
Warrants exercise period | 3 years | |||||
Warrant [Member] | Accredited Investor [Member] | ||||||
Issuance of common stock for cash, shares | 3,333 | |||||
Warrants strike price (in dollars per share) | $ / shares | $ 15 | |||||
Warrants exercise period | 3 years | |||||
Warrant [Member] | Five Accredited Investor [Member] | ||||||
Issuance of common stock for cash, shares | 40,000 | |||||
Warrants strike price (in dollars per share) | $ / shares | $ 15 | |||||
Warrants exercise period | 3 years |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 31, 2015 | Jul. 25, 2015 | Jun. 30, 2015 | Jan. 09, 2015 |
Subsequent Event [Line Items] | ||||
Convertible discount | $ 862,075 | |||
Common stock warrants strike price (in dollars per share) | $ 6 | |||
12% Convertible Note Due 2015-12-31 [Member] | Related Party [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Convertible note amount | $ 120,000 | |||
Conversion price (in dollars per share) | $ 4.80 | |||
Convertible description | Common stock warrants | |||
Common stock warrants issued | $ 150,000 | |||
Common stock warrants strike price (in dollars per share) | $ 4.80 | |||
12% Convertible Note Due 2015-12-31 [Member] | Increasive Ventures BV [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Convertible discount | $ 1,250,000 | |||
Conversion price (in dollars per share) | $ 4.80 | |||
Convertible description | Common stock warrants | |||
Common stock warrants issued | $ 1,500,000 | |||
Common stock warrants strike price (in dollars per share) | $ 4.80 |