root9B (RTNB) 10-K 30 Mar 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 15, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	root9B Technologies, Inc.
Entity Central Index Key	1,272,550
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		83,668,314
Entity Public Float			$ 74,368,345
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2015

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
CURRENT ASSETS:
Cash and Cash Equivalents	$ 795,682	$ 765,099
Accounts receivable, net	3,010,161	3,078,604
Marketable securities	33,366	38,863
Cost and estimated earnings in excess of billings	357,625	731,709
Prepaid expenses and other current assets	758,240	384,223
Total current assets	4,955,074	$ 4,998,498
Construction in Progress - at cost	108,095
PROPERTY AND EQUIPMENT - at cost less accumulated depreciation	3,782,388	$ 1,748,631
OTHER ASSETS:
Goodwill	15,676,246	4,352,177
Intangible assets - net	5,509,642	151,623
Investment in cost-method investee	100,000	$ 100,000
Deferred income taxes	56,409
Cash surrender value of officers' life insurance	167,371	$ 338,214
Deposits and other assets	233,579	175,497
Total other assets	21,743,247	5,117,511
TOTAL ASSETS	30,588,804	11,864,640
CURRENT LIABILITIES:
Notes payable	1,540,693	1,670,765
Current portion of long-term debt	1,500	1,500
Accounts payable	1,607,166	1,306,578
Billings in excess of costs and estimated earnings	217,336	991,254
Accrued expenses and other current liabilities	2,560,048	2,634,903
Total current liabilities	5,926,743	6,605,000
NONCURRENT LIABILITIES:
Long term debt - net of current portion	2,373	3,926
Derivative liability	$ 3,540,084	10,651,239
Deferred tax liability		85,000
Total noncurrent liabilities	$ 3,542,457	$ 10,740,165
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value, 4,985,000 authorized, no shares issued or outstanding at December 31, 2015 and December 31, 2014. Class B convertible preferred stock, no liquidation preference $.001 par value, 2,000,000 shares authorized, 0 and 1,080,000 shares issued and outstanding at December 31, 2015 and 2014, respectively. 1,080 Class C convertible preferred stock, $.001 par value, 2,500,000 shares authorized, 2,380,952 shares issued and outstanding at December 31, 2015 and 2014, respectively.
Common stock, $.001 par value, 125,000,000 shares authorized, 76,990,639 and 48,670,144 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively.	$ 77,009	$ 48,670
Additional paid-in capital	77,983,593	42,803,888
Accumulated deficit	(57,080,942)	$ (48,336,544)
Accumulated other comprehensive income	137,563
Total stockholders' equity (deficit)	21,119,604	$ (5,480,525)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 30,588,804	11,864,640
Class B Preferred Stock
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value, 4,985,000 authorized, no shares issued or outstanding at December 31, 2015 and December 31, 2014. Class B convertible preferred stock, no liquidation preference $.001 par value, 2,000,000 shares authorized, 0 and 1,080,000 shares issued and outstanding at December 31, 2015 and 2014, respectively. 1,080 Class C convertible preferred stock, $.001 par value, 2,500,000 shares authorized, 2,380,952 shares issued and outstanding at December 31, 2015 and 2014, respectively.		1,080
Class C Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value, 4,985,000 authorized, no shares issued or outstanding at December 31, 2015 and December 31, 2014. Class B convertible preferred stock, no liquidation preference $.001 par value, 2,000,000 shares authorized, 0 and 1,080,000 shares issued and outstanding at December 31, 2015 and 2014, respectively. 1,080 Class C convertible preferred stock, $.001 par value, 2,500,000 shares authorized, 2,380,952 shares issued and outstanding at December 31, 2015 and 2014, respectively.	$ 2,381	$ 2,381

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
STOCKHOLDERS' EQUITY:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	4,985,000	4,985,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	125,000,000	125,000,000
Common stock, shares issued (in shares)	76,990,639	48,670,144
Common stock, shares outstanding (in shares)	76,990,639	48,670,144
Class B Preferred Stock
STOCKHOLDERS' EQUITY:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	2,000,000	2,000,000
Preferred stock, shares issued (in shares)	0	1,080,000
Preferred stock, shares outstanding (in shares)	0	1,080,000
Class C Preferred Stock [Member]
STOCKHOLDERS' EQUITY:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	2,500,000	2,500,000
Preferred stock, shares issued (in shares)	2,380,952	2,380,952
Preferred stock, shares outstanding (in shares)	2,380,952	2,380,952

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statements Of Operations
NET REVENUE	$ 29,358,429	$ 20,175,488
OPERATING EXPENSES:
Cost of revenues	22,925,136	14,982,996
Selling, general and administrative	17,446,270	11,184,909
Depreciation and amortization	$ 1,600,246	386,282
Energy repositioning and subcontract obligation		$ 1,162,089
Acquisition related costs	$ 649,442
Total operating expenses	42,621,094	$ 27,716,276
LOSS FROM OPERATIONS	(13,262,665)	(7,540,788)
OTHER INCOME (EXPENSE):
Derivative income (expense)	$ 3,644,594	(10,344,753)
Goodwill impairment		(6,363,630)
Intangibles impairment		(429,394)
Interest expense, net	$ (793,289)	(59,066)
Other income (expense)	(166,583)	301,065
Total other income (expense)	2,684,722	(16,895,778)
LOSS BEFORE INCOME TAXES	(10,577,943)	(24,436,566)
INCOME TAX BENEFIT	2,239,917	0
NET LOSS	(8,338,026)	(24,436,566)
PREFERRED STOCK DIVIDENDS	(406,372)	(1,597,356)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (8,744,398)	$ (26,033,922)
Net loss per share:
Basic	$ (0.12)	$ (0.86)
Diluted	$ (0.12)	$ (0.86)
Weighted average number of shares:
Basic	70,581,243	30,345,422
Diluted	70,581,243	30,345,422

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statements Of Comprehensive Loss
Net Loss	$ (8,338,026)	$ (24,436,566)
Other comprehensive income:
Foreign currency translation income	137,563
Other comprehensive income	137,563
COMPREHENSIVE LOSS	$ (8,200,463)	$ (24,436,566)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Class B Preferred Stock	Class C Preferred Stock [Member]	Class D Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive	Total
Beginning Balance, Amount at Dec. 31, 2013	$ 1,160	$ 2,381	$ 13	$ 27,466	$ 39,193,174	$ (22,302,622)		$ 16,921,572
Beginning Balance, Shares at Dec. 31, 2013	1,160,000	2,380,952	13,376	27,465,836
Deemed Dividend on Preferred Stock
Issuance of common stock as dividends on Preferred B, C and D stock, Amount				$ 2,294	1,595,062	(1,597,356)
Issuance of common stock as dividends on Preferred B, C and D stock, Shares				2,294,487
Stock warrants issued for services					28,259			$ 28,259
Stock options issued for assets and services rendered					983,305			$ 983,305
Conversion of Preferred D stock to common stock, Amount			$ (13)	$ 18,001	(17,988)
Conversion of Preferred D stock to common stock, Shares			(13,376)	18,001,392
Conversion of Preferred B stock to common stock, Amount	$ (80)			$ 80
Conversion of Preferred B stock to common stock, Shares	(80,000)			80,000
Exercise of stock warrants, Amount				$ 795	437,755			$ 438,550
Exercise of stock warrants, Shares				795,095
Exercise of stock options, Amount				$ 34	23,301			23,335
Exercise of stock options, Shares				33,334
Reclassification of derivative warrant liabiity to equity as a result of warrant exchange agreement					420,507			420,507
Issuance of stock warrants in connection with Convertible Notes					140,513			140,513
Net Loss						(24,436,566)		(24,436,566)
Ending Balance, Amount at Dec. 31, 2014	$ 1,080	$ 2,381		$ 48,670	42,803,888	(48,336,544)		$ (5,480,525)
Ending Balance, Shares at Dec. 31, 2014	1,080,000	2,380,952		48,670,144
Deemed Dividend on Preferred Stock
Issuance of common stock as dividends on Preferred B, C and D stock, Amount				$ 262	406,110	(406,372)
Issuance of common stock as dividends on Preferred B, C and D stock, Shares				262,176				262,176
Stock warrants issued for services					18,373			$ 18,373
Stock options issued for assets and services rendered					1,128,979			$ 1,128,979
Conversion of Preferred B stock to common stock, Amount	$ (1,080)			$ 1,080
Conversion of Preferred B stock to common stock, Shares	$ (1,080,000)			1,080,000
Exercise of stock warrants, Amount				$ 1,379	879,956			$ 881,365
Exercise of stock warrants, Shares				1,379,306
Exercise of stock options, Amount				$ 3,053	2,021,977			2,025,030
Exercise of stock options, Shares				3,053,273
Reclassification of derivative warrant liabiity to equity from exercise of warrants				$ 18	1,079,877			1,079,895
Reclassification of derivative warrant liabiity to equity as a result of warrant exchange agreement					2,618,049			3,697,944
Issuance of stock warrants in connection with Convertible Notes					83,031			83,031
Issuance of stock from IPSA acquisition, Amount				$ 10,000	13,290,000			$ 13,300,000
Issuance of stock from IPSA acquisition, Shares				10,000,000				10,000,000
Issuance of stock from financings, Amount				$ 12,132	13,147,768			$ 13,159,900
Issuance of stock from financings, Shares				12,131,453
Issuance of stock for services, Amount				$ 200	265,800			266,000
Issuance of stock for services, Shares				200,000
Issuance of stock for principal and interest payments on Convertible Notes, Amount				$ 215	239,785			$ 240,000
Issuance of stock for principal and interest payments on Convertible Notes, Shares				214,287				214,287
Foreign Exchange Translation Income							$ 137,563	$ 137,563
Net Loss						(8,338,026)		(8,338,026)
Ending Balance, Amount at Dec. 31, 2015		$ 2,381		$ 77,009	$ 77,983,593	$ (57,080,942)	$ 137,563	$ 21,119,604
Ending Balance, Shares at Dec. 31, 2015		2,380,952		76,990,639

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net Income (loss)	$ (8,338,026)	$ (24,436,566)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,600,246	386,282
Amortization of debt discount	152,958	11,278
Decrease in cash surrender value of officers' life insurance	170,843	78,051
(Income) loss from change in value of derivatives	(3,644,594)	$ 10,344,753
Deferred income taxes	(2,427,733)
Stock option / warrant compensation expense	1,413,353	$ 794,901
Gain on sale of assets	$ (79,327)
Impairment of goodwill and intangible assets		$ 6,793,024
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable	$ 10,136,988	(290,395)
Decrease (increase) in marketable securities	5,497	(2,353)
Decrease in costs and estimated earnings in excess of billings	343,021	286,432
Increase in prepaid expenses	(85,953)	(223,743)
Increase in deposits and other assets	(5,620)	(101,452)
Increase (decrease) in accounts payable and accrued expenses	(4,374,677)	$ 390,847
Increase (decrease) in factored receivables obligation	(6,488,748)
Increase (decrease) in billings in excess of costs and estimated earnings	(773,918)	$ 434,709
Net cash used in operating activities	(12,395,690)	$ (5,534,232)
Cash flows from investing activities:
Cash paid in acquisitions net of cash acquired	(1,368,825)
Proceeds on sale of assets	99,828
Purchases of property and equipment and construction in progress	(2,507,024)	$ (243,587)
Net cash used in investing activities	(3,776,021)	(243,587)
Cash flows from financing activities:
Warrants and Options Exercised	2,906,365	$ 461,884
Common stock issuances	13,159,899
Net payments on long-term debt	$ (1,533)	$ (1,500)
Issuance of Convertible Notes and Warrants		1,800,000
Net payments of Notes Payable		(2,721,239)
Net cash provided for by (used in) financing activities	$ 16,064,731	$ (460,855)
Exchange gain on foreign currency	137,563
Net (decrease) increase in cash	30,583	$ (6,238,674)
Cash - beginning of period	765,099	7,003,773
Cash - end of period	795,682	765,099
Cash payments for:
Interest	602,138	44,066
Income taxes	1,169,584	0
Summary of non-cash investing and financing activities:
Reclassification of Derivative warrant liability to equity, including $2,618,049 related to the exchange of the Series C warrants - see Note 11	3,697,944	420,507
Issuance of 262,176 shares of common stock for dividend payment on preferred stock	406,372	941,880
Stock options issued for assets purchased	0	216,663
Issuance of 10,000,000 shares of common stock in IPSA Acquisition	13,300,000	0
Issuance of 214,287 shares of common stock for principal (in the amount of $200,000) and interest payments (in the amount of $40,000) on convertible notes	240,000	0
Issuance of 160,000 stock warrants in connection with 10% Convertible Notes Extension	$ 83,031	$ 0

CONSOLIDATED STATEMENTS OF CAS8

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	12 Months Ended
	Dec. 31, 2015USD ($)shares
Statement of Cash Flows [Abstract]
Reclassification of Derivative warrant liability	$ 2,618,049
Issuance of shares of common stock | shares	262,176
Issuance of shares of common stock in acquisition | shares	10,000,000
Issuance of shares of common stock for principal, shares | shares	214,287
Issuance of shares of common stock for principal, value	$ 200,000
Issuance of shares for interest on convertible debt	40,000
Issuance of warrants	$ 160,000

1. Description of Business and

1. Description of Business and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Description of Business and Summary of Significant Accounting Policies	Description of Business We are a provider of cyber security, business advisory services principally in regulatory risk mitigation, and energy solutions. We help clients in diverse industries improve performance, comply with complex regulations, reduce costs, leverage and integrate technology, and stimulate growth. We team with our clients to deliver sustainable and measurable results. Our primary focus is using our expertise on issues related to three key areas for customers; (i) cyber security, (ii) regulatory risk mitigation, and (iii) energy usage and strategy initiatives. We work with our customers to assess, design, and provide customized advice and solutions that are tailored to address each client’s particular needs. We provide solutions and services to a wide variety of organizations including Fortune 500 companies, medium-sized businesses and governmental entities. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the Company’s consolidated financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash and cash equivalents The Company considers all highly liquid investments having an original maturity of three months or less to be cash equivalents. Amounts invested may exceed federally insured limits at any given time. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Company from time to time may have amounts on deposit in excess of the insured limits (FDIC limits are $250,000). The Company periodically assesses the financial condition of the institutions and believes that the risk of loss is remote. Accounts receivable: Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense, if any, is included in general and administrative expenses. At December 31, 2015 and 2014, the allowance for doubtful accounts was $383,503 and $356,597, respectively. Marketable securities: Marketable equity securities are accounted for as trading securities and are stated at market value with unrealized gains and losses accounted for in other income (expense). Property and equipment: Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Maintenance and repair costs are expensed as incurred. Gains or losses on dispositions are reflected in income. Valuation of goodwill and intangible assets: Our intangible assets include goodwill, trademarks, non-compete agreements and purchased customer relationships, all of which are accounted for based on Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 350 Intangibles-Goodwill and Other Impairment testing: Our goodwill impairment testing is calculated at the reporting unit level. Our annual impairment test has two steps. The first identifies potential impairments by comparing the fair value of the reporting unit with its carrying value. If the fair value exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write-down is recorded. The impairment test for the other intangible assets is performed by comparing the carrying amount of the intangible assets to the sum of the undiscounted expected future cash flows whenever events or circumstances indicate that an impairment may have occurred. If the sum of the future undiscounted cash flows is less than the carrying amount of the intangible asset or to its related group of assets, an impairment charge is recorded to the extent that the carrying amount of the intangible asset exceeds its fair value. We predominately use a discounted cash flow model derived from internal budgets and forecasts in assessing fair values for our impairment testing. Factors that could change the result of our impairment test include, but are not limited to, different assumptions used to forecast future net sales, expenses, capital expenditures, and working capital requirements used in our cash flow models. In addition, selection of a risk-adjusted discount rate on the estimated undiscounted cash flows is susceptible to future changes in market conditions, and when unfavorable, can adversely affect our original estimates of fair values. In the event that management determines that the value of intangible assets have become impaired using this approach, we will record an accounting charge for the amount of the impairment. The Company also engages an independent valuation expert to assist it in performing the valuation and analysis of fair values of goodwill and intangibles. The Company’s annual goodwill impairment testing date is October 1 of each year. In determining impairment charges, the Company uses various valuation techniques using both the income approach and market approach at each reporting unit in accordance with FASB ASC 350.The Company did not record an impairment charge during 2015. During 2014, the Company recorded a goodwill impairment write-down of $6,363,630 related to the Energy Solutions segment which is reflected in the Statement of Operations. The balance recorded as goodwill as of December 31, 2015 and 2014 is $15,676,246 and $4,352,177, respectively, net of accumulated impairment of $16,969,662 for both periods. Intangible assets, other than goodwill, consist of customer relationships, non-competition agreements and trademarks/trade names. The fair market value of the customer relationships were determined by discounting the expected future cash flows from the acquired customers. The value of the non-competition agreements were estimated from the percentage of discounted cash flows expected to be lost if the agreement was not in place. The Company performed its annual impairment test and determined there was no impairment during the fiscal year ended December 31, 2015. In addition, for the fiscal year ended December 31, 2014, it was determined that a full impairment of the trade name and customer list intangible assets related to the Energy Solutions segment was required and such impairment was recorded during the fiscal year ended December 31, 2014. As a result, the Company recorded an impairment charge of $429,394 at September 30, 2014. Customer relationships acquired are being amortized over the estimated useful life of four or five years. Non-competition agreements are being amortized over the life of the agreement. Acquired trademarks/trade names are being amortized over five or fifteen years. Total intangibles balances, prior to accumulated amortization, were $7,245,112 and $664,648 at December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, accumulated amortization of intangible assets totaled $1,735,470 and $513,025, respectively. Amortization expense on these intangible assets of $1,222,446 and $222,476 for the years ended December 31, 2015 and 2014, respectively, is included as depreciation and amortization on the Statement of Operations. Amortization expense related to intangible assets for the next five years and thereafter is expected to be as follows for the years ended: December 31, 2016 $ 1,311,836 December 31, 2017 862,103 December 31, 2018 790,429 December 31, 2019 781,262 December 31, 2010 220,838 Thereafter 1,543,174 $ 5,509,642 Revenue recognition: The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of any agreement exists, services have been rendered, and collectability is reasonably assured; therefore, revenue is recognized when the Company invoices customers for completed services at contracted rates and terms. Therefore, revenue recognition may differ from the timing of cash receipts. Income taxes: The Company accounts for income taxes under FASB ASC Topic 740 Income Taxes FASB ASC Topic 740-10 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the balance sheet. It also provides guidance on de-recognition, measurement and classification of amounts related to uncertain tax positions, accounting for and disclosure of interest and penalties, accounting in interim period disclosures and transition relating to the adoption of new accounting standards. Under FASB ASC Topic 740-10, the recognition for uncertain tax positions should be based on a more-likely-than-not threshold that the tax position will be sustained upon audit. The tax position is measured as the largest amount of benefit that has a greater than fifty percent probability of being realized upon settlement. Derivative Warrant Liability: The Company evaluates warrants issued in connection with debt and preferred stock issuances to determine if those contracts, or any potential embedded components of those contracts, qualify as derivatives to be separately accounted for. This accounting treatment requires that the carrying amount of any embedded derivatives be marked-to-market at each balance sheet date and carried at fair value. In the event that the fair value is recorded as a liability, the change in the fair value during the period is recorded in the Statement of Operations as either income or expense. Upon expiration or exercise of the warrants, the derivative liability is marked to fair value at the conversion date and then the related fair value is reclassified to equity. The fair value at each balance sheet date and the change in value for each class of warrant derivative is disclosed in detail in Note 2 to the Consolidated Financial Statements. Share-based compensation: The Company accounts for stock based compensation in accordance with FASB ASC 718 – Compensation-Stock Compensation The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50 Equity-Based Payments to Non-Employees Fees From Factoring Arrangement: Fees charged to the Company from its factoring arrangement for accounts receivable sold with full recourse include an administrative fee that is incurred upon funding of the factored invoices to the Company and a closing fee that is incurred when payment of the original accounts receivable amount is paid to the factoring company by the Company’s customer. Administrative and closing fees from the factoring arrangement are included in interest expense in the consolidated financial statements. Foreign Currency Translation: The functional currencies of the Company’s foreign operations are the local currencies. The consolidated financial statements of the Company’s foreign subsidiaries have been translated into U.S. dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of Operations amounts have been translated using the average exchange rate for the periods presented. Accumulated net translation adjustments have been reported in other comprehensive income in the consolidated statements of comprehensive loss. Recent accounting pronouncements: In May, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date”, a standard to provide for a one-year deferral of the effective date of ASU 2014-09. ASU 2015-14 requires application of ASU 2014-09 for annual reporting periods beginning after December 15, 2017 and early adoption is permitted as of the original effective date (i.e. for annual reporting periods beginning after December 15, 2016). The Company has not yet determined the effect, if any, that the adoption of this standard will have on the Company’s financial position or results of operations. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Going Concern (“ASU 2014-15”). ASU 2014-15 provides GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The standard will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. Upon adoption the Company will use the guidance in ASU 2014-15 to assess going concern uncertainty matters. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 is intended to improve financial reporting about leasing transactions. ASU 2016-02 affects companies that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets referred to as “Lessees” to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard will be effective for annual periods ending after December 15, 2018, and interim periods within annual periods beginning after December 15, 2018. Early adoption will be permitted for all companies and organizations upon issuance of the standard. See Note 14 for the Company’s current lease commitments. The Company is currently in the process of evaluating the impact that ASU 2016-02 will have on its financial statements. Since January 1, 2015, there have been several other new accounting pronouncements and updates to the Accounting Standards Codification. Each of these updates has been reviewed by Management who does not believe their adoption has had or will have a material impact on the Company’s financial position or operating results.

2. Fair Value Measurements

2. Fair Value Measurements	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Fair Value Measurements	We measure the fair value of financial assets and liabilities in accordance with GAAP, which defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 – inputs that are unobservable (for example the probability of a capital raise in a “binomial” methodology for valuation of a derivative liability directly related to the issuance of common stock warrants). Derivative Instruments: We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain financial instruments and contracts, such as debt financing arrangements and the issuance of preferred stock with detachable common stock warrants features that are either i) not afforded equity classification, ii) embody risks not clearly and closely related to host contracts, or iii) may be net-cash settled by the counterparty. These instruments are required to be carried as derivative liabilities, at fair value. Certain of our derivative instruments are detachable (or “free-standing”) common stock purchase warrants issued in conjunction with debt or preferred stock. We estimate fair values of these derivatives utilizing Level 2 inputs for all warrants issued, other than those associated with Series C Preferred Stock. Other than the Series C Preferred Stock warrants, we use the Black-Scholes option valuation technique as it embodies all of the requisite assumptions (including trading volatility, remaining term to maturity, market price, strike price, and risk free rates) necessary to fair value these instruments, for they do not contain material “down round protection” (otherwise referred to as “anti-dilution” and full ratchet provisions). For the warrants directly related to the Series C Preferred Stock, the warrant contracts do contain “Down Round Protections” and the “Black-Scholes” option valuation technique does not, in its valuation calculation, give effect for the additional value inherently attributable to the “Down Round Protection” mechanisms in its contractual arrangement. Valuation models and techniques have been developed and are widely accepted that take into account the additional value inherent in “Down Round Protection.” These techniques include “Modified Binomial”, “Monte Carlo Simulation” and the “Lattice Model.” The “core” assumptions and inputs to the “Binomial” model are the same as for “Black-Scholes”, such as trading volatility, remaining term to maturity, market price, strike price, and risk free rates; all Level 2 inputs. However, a key input to the “Binomial” model (in our case, the “Monte Carlo Simulation”, for which we engage an independent valuation firm to perform) is the probability of a future capital raise which would trigger the Down Round Protection feature. By definition, this input assumption does not meet the requirements for Level 1 or Level 2 outlined above; therefore, the entire fair value calculation for the Series C Common Stock Warrants is deemed to be Level 3. This input to the Monte Carlo Simulation model, was developed with significant input from management based on its knowledge of the business, current financial position and the strategic business plan with its best efforts. As of December 31, 2015, the Company has determined that the Black-Scholes model valuation for the Series C warrants was not materially different than the Binomial model due to the remaining period before warrant expiration being less than 3 months and the current market price of the Company’s stock being in excess of the down round trigger price of $0.77. As a result, the valuation of the Series C warrants as of December 31, 2015 was performed using the Black-Scholes model to approximate the Binomial model valuation. Additionally, as a part of the Merger Agreement with IPSA International, Inc., (see Note 3) the Company was subject to issue additional shares of the Company’s stock based on the performance of the Company’s stock as of the 18 month anniversary of the transaction as well as the attainment of certain financial benchmarks by the IPSA subsidiary. If 18 months from the IPSA transaction closing (February 9, 2015), the Company’s stock price was below $1.30, the Company was to issue additional shares, up to a maximum of 2.5 million shares, such that the value on the 18 month anniversary of the shares issued at closing is equal to the value at the closing. The issuance of any shares based on the stock price on the 18 month anniversary was only to occur if the IPSA subsidiary contributed $39 million and $4.5 million to the Company’s net revenue and earnings before income taxes, respectively, for the 12 months after closing. The potential issuance of shares (“contingent value right”) is a derivative liability. The contingent value right had been valued on a quarterly basis utilizing a Monte Carlo Simulation model, which includes significant level 3 inputs, and the fair value of the contingent value right has been included as a Derivative Liability. On October 9, 2015, the Company and IPSA amended the Merger Agreement to remove the provision relating to the contingent value right. Therefore as of December 31, 2015 there was no value assigned to this contingent value right. Estimating fair values of these derivative financial instruments require the use of significant and subjective inputs that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are volatile and sensitive to changes in our trading market price, the trading market price of various peer companies and other key assumptions such as the probability of a capital raise for the Monte Carlo Simulation described above. Since derivative financial instruments are initially and subsequently carried at fair value, our operating results will reflect this sensitivity of internal and external factors. The key quantitative assumptions related to the Series C Common Stock Warrants, issued March 3, 2011 and expiring March 3, 2016, are as follows: December 31, 2015 December 31, 2014 Expected Life (Years) 0.2 1.2 Risk Free Rate 0.15 % 0.32 % Volatility 38.06 % 26.78 % Probability of a Capital Raise 100 % 8-95 % Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis (for the Company, only derivative liabilities related to common stock purchase warrants, issued in conjunction with debt and preferred stock issuances) are summarized below and disclosed on the balance sheet under Derivative liability: December 31, 2015 Fair Value Level 1 Level 2 Level 3 Derivative Liability – Common Stock Purchase Warrants: Debentures $ - $ - Series B Preferred Stock - - Promissory Notes 2,189 2,189 Series D Preferred Stock 2,904,849 2,904,849 Series C Preferred Stock 633,046 633,046 Total $ 3,540,084 $ 2,907,038 $ 633,046 December 31, 2014 Fair Value Level 1 Level 2 Level 3 Derivative Liability – Common Stock Purchase Warrants: Debentures $ - $ - Series B Preferred Stock 794,633 794,633 Promissory Notes 225,897 225,897 Series D Preferred Stock 3,325,449 3,325,449 Series C Preferred Stock 6,305,260 6,305,260 Total $ 10,651,239 $ 4,345,979 $ 6,305,260 The table below provides a summary of the changes in fair value of financial assets and liabilities (for the Company, only derivative liabilities related to common stock purchase warrants, issued in conjunction with certain debt and preferred stock issuances) measured at fair value on a recurring basis for all derivatives, both level 2 and those using significant unobservable inputs (Level 3 – or only the common stock purchase warrants directly related to Series C Preferred Stock) for the years ended December 31, 2015 and 2014. Fair Value Measurements Using Level 2 Inputs Level 3 Inputs Derivative liability - Derivative liability - Derivative liability - Derivative liability - Total Fair Value Derivative liability - Derivative Liability – Grand Total Fair Value Balance December 31, 2013 $ 10,207 $ 24,277 $ 85,824 $ 224,075 $ 344,383 $ 382,610 $ - $ 726,993 Total unrealized (gains) or losses included in net income or (loss) 120,343 777,865 422,521 3,101,374 4,422,103 5,922,650 - 10,344,753 Reclassification to equity resulting from exercise of Common Stock Purchase Warrants ( 130,550 ) (7,509 ) (282,448 ) -- (420,507 ) -- -- (420,507 ) Balance December 31, 2014 $ -- $ 794,633 $ 225,897 $ 3,325,449 $ 4,345,979 $ 6,305,260 $ -- $ 10,651,239 Total unrealized (gains) or losses included in net income or (loss) -- 21,079 12,722 (410,731 ) (376,930 ) (3,036,281 ) (231,384 ) (3,644,594 ) Reclassification to equity resulting from exercise of Common Stock Purchase Warrants -- (815,712 ) (236,430 ) (9,869 ) (1,062,011 ) (17,884 ) - (1,079,895 ) Release of contingent value right - - - - 231,384 231,384 Reclassification to equity resulting from the warrant exchange agreement -- -- -- -- -- (2,618,049 ) -- (2,618,049 ) Balance December 31, 2015 $ -- $ -- $ 2,189 $ 2,904,849 $ 2,907,038 $ 633,046 $ -- $ 3,540,084

3. Acquisitions

3. Acquisitions	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Acquisitions	We have acquired certain businesses, as set forth below and accordingly, the accompanying consolidated Financial Statements include the results of operations of each acquired business since the date of acquisition. IPSA International, Inc. On February 6, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IPSA International, Inc. (“IPSA”). On February 9, 2015, the Company and IPSA consummated and closed the Merger, which was accounted for as a business acquisition. Pursuant to the terms of the Merger Agreement, upon the closing of the Merger, the Corporation issued 10,000,000 shares of the Company’s common stock, valued at $13,300,000 to the stockholders of IPSA (the “Stock Consideration”), as well as paid $2,500,000 in cash to such stockholders. In conjunction with the closing of the Merger, the Company entered into a registration rights agreement with the stockholders of IPSA whereby the Company agreed to provide piggyback registration rights to the holders of the Stock Consideration. The Company also entered into an employment agreement with Dan Wachtler, the CEO of IPSA. The Company incurred acquisition related costs of $649,442 and these were included in operating expenses. IPSA specializes in Anti-Money Laundering (“AML”) operational, investigative and remedial services, AML risk advisory and consulting services, conducting high-end investigations with expertise in services ranging from complex financial crime and intellectual property issues to conducting anti-bribery investigations or due diligence on a potential partner or customer. Additionally IPSA provides investigative services related to passport issuances by foreign countries. IPSA has offices in the U.S., Canada, U.K., U.A.E. and Hong Kong and a talent base that is focused on assisting clients in making better-informed decisions to protect their investments and assets. Valuation work was completed during the fourth quarter and as a result amounts for other long term assets and goodwill were adjusted by $163,698 from those previously reported on Form 10Q as of September 30, 2015. The following table presents the final purchase price allocation: Consideration $ 15,800,000 Assets Acquired: Current Assets $ 11,798,564 Property and Equipment, net 29,180 Other long term assets 712,353 Intangible assets 6,580,464 Goodwill 11,324,069 Total assets acquired 30,444,630 Liabilities Assumed: Accounts Payable 1,546,117 Factored Receivables Obligation 6,488,748 Accrued Expenses 1,990,857 Dividends Payable 1,100,000 Deferred Income Tax – non current 3,287,524 Derivative – contingent value right 231,384 Total liabilities assumed 14,644,630 Net Assets Acquired $ 15,800,000 The acquired intangibles include customer relationships valued at $3,056,856 being amortized over 5 years, trademarks valued at $2,548,364 being amortized over 15 years and a non-compete agreement valued at $975,244 being amortized over 2 years. As a part of the purchase price allocation, the Company recorded net deferred tax assets, which were recorded on IPSA’s books at the time of acquisition, of approximately $556,000. In connection with the purchase price allocation, the Company recorded a deferred tax liability of approximately $2,842,000, with a corresponding increase to goodwill, for the tax effect of the acquired identifiable intangible assets from IPSA. This liability was recorded as there will be no future tax deductions related to the acquired intangibles but they will be amortized as described above for financial reporting purposes. Prior to the acquisition, the Company had determined that it was more likely than not that some portion or all of its deferred tax assets would not be realized and therefore had recorded a valuation allowance for the full amount of its deferred tax assets (which were $7,543,910 at December 31, 2014). Upon the acquisition, the Company evaluated the likelihood that the acquired deferred tax assets and liabilities would be realized and, as a result of that evaluation, recorded an increase to the valuation allowance of approximately $474,000 related to the acquired deferred tax assets and recorded a reduction in the valuation allowance of approximately $2,842,000 related to the deferred tax liability associated with the acquired identifiable intangible assets. The net amount of these two adjustments to the Company’s valuation allowance against its net deferred tax assets was approximately $2,368,000 and is included in the income tax benefit on the Company’s consolidated statement of operations for the year ended December 31, 2015.

4. Property and Equipment

4. Property and Equipment	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Property and Equipment	The principal categories and estimated useful lives of property and equipment are as follows: Estimated 2015 2014 Useful Lives Office equipment $ 1,490,297 $ 1,564,404 5 years Furniture and fixtures 2,049,525 277,499 7 years Vehicles 13,567 13,567 5 Years Computer software 732,842 276,613 3 to 5 years Leasehold improvements 159,361 114,572 ** Land 226,261 266,765 N/A 4,671,853 2,513,420 Less: accumulated depreciation (889,465 ) (764,789 ) $ 3,782,388 $ 1,748,631 ** The lesser of useful life or the minimum lease term.

5. Marketable Securities Classi

5. Marketable Securities Classified as Trading Securities	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Marketable Securities Classified as Trading Securities	Under FASB ASC Topic 320 Investments-Debt and Equity Securities Fair Value Measurements and Disclosures Fair Market Holding Cost Value Gain (Loss) December 31, 2015 $ 42,504 $ 33,366 $ (5,497 ) December 31, 2014 $ 42,504 $ 38,863 $ 2,353

6. Investment in Limited Liabil

6. Investment in Limited Liability Company	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Investment in Limited Liability Company	The Company has an investment in a limited liability company, which owns approximately 33 percent of the office building the Company leases office space in Charlotte, North Carolina. The Company’s investment represents an approximate 3 percent share of ownership in the limited liability company. Based on the Company’s ownership percentage, the Company accounts for its investment using the cost method. Accordingly, the carrying value of $100,000 is equal to the capital contribution the Company has made. Income is recognized when capital distributions are received by the Company and totaled $3,600 for each of the years ended December 31, 2015 and 2014.

7. Goodwill Impairment

7. Goodwill Impairment	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Goodwill Impairment	The Company completed an annual impairment evaluation for the years ended December 31, 2015 and 2014, applying both Step 1 and Step 2 tests as applicable in FASB ASC 350.. The Company performed its annual impairment test and determined there was no impairment during the fiscal year ended December 31, 2015. In addition, for the fiscal year ended December 31, 2014, it was determined that a full impairment of the trade name and customer list intangible assets related to the Energy Solutions segment was required and such impairment was recorded during the fiscal year ended December 31, 2014. During 2014, the Company recorded a goodwill impairment write down of $6,363,630 related to its Energy Solutions business segment / reporting unit, which is reflected in the Statement of Operations. The balance recorded as goodwill as of December 31, 2015 and 2014 is $15,676,246 and $4,352,177, respectively, net of accumulated impairment of $16,969,662 for both periods.

8. Accrued Expenses

8. Accrued Expenses	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Accrued Expenses	Accrued expenses consisted of the following at December 31, 2015 and 2014: 2015 2014 Accrued payroll $ 913,907 $ 1,404,815 Accrued vacation 318,684 292,775 Other accrued liabilities 1,327,457 937,313 $ 2,560,048 $ 2,634,903

9. Notes Payable

9. Notes Payable	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Notes Payable	Between October 23, 2014 and November 21, 2014, the Company issued $1,800,000 of 10% Convertible Promissory Notes (the “Promissory Notes”) and warrants to purchase 630,000 shares of the Company’s common stock (the “Warrants”) to accredited investors. The Promissory Notes have a term of 12 months, pay interest semi-annually at 10% per annum and can be voluntarily converted by the holder into shares of common stock at an exercise price of $1.12 per share. The Warrants have an exercise price of $1.12 per share and have a term of five years. The fair value of the Warrants was $140,513 and was recorded as a debt discount and credited to Additional Paid-In Capital. The discount is being amortized to interest expense over the one year term of the promissory notes. During the second quarter of 2015, $200,000 of the Promissory Notes were converted to common stock. On October 28, 2015, the Company entered into Note Extension Agreements with existing Noteholders who hold the Promissory Notes. Pursuant to the Note Extension Agreements, the Noteholders, who held Promissory Notes with an aggregate principal balance of $1,600,000 which were scheduled to mature between October 23, 2015 and November 21, 2015, agreed to extend the maturity date of the Promissory Notes to May 21, 2016. As consideration for agreeing to extend the maturity date of the Promissory Notes, the Company agreed to issue the Noteholders five year common stock warrants to purchase an aggregate of 160,000 shares of the Company’s common stock at an exercise price of $1.12 per share. The fair value of the Warrants was $83,031 and was recorded as a debt discount and credited to Additional Paid-In Capital. The discount is being amortized to interest expense over the extended term of the Promissory Notes. The outstanding amount of Promissory Notes (net of the debt discount) at December 31, 2015 and December 31, 2014 was $1,540,693 and $1,670,765, respectively.

10. Long-Term Debt

10. Long-Term Debt	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Long-Term Debt	Long-term debt as of December 31, 2015 and 2014 consists of the following: 2015 2014 Xerox Copier Lease, due in 63 installments of $145. ending in April 2018. Payments include interest at 4%. $ 3,873 $ 5,426 3,873 5,426 Current portion (1,500 ) (1,500 ) Long-term portion $ 2,373 $ 3,926

11. Stockholders' Equity

11. Stockholders' Equity	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Stockholders' Equity	Common Stock: Generally, the Company issues common stock in connection with acquisitions, as a part of equity financing transactions, as dividends on preferred stock, upon conversion of preferred shares to common stock and upon the exercise of stock options or warrants. In 2015, the Company issued 10,000,000 shares as a part of the merger agreement with IPSA International, Inc. (see Note 3), 12,131,453 shares as a part of equity financing transactions, 262,176 shares as dividends on Preferred Stock, 1,080,000 shares due upon the conversion of Preferred Stock, 3,053,273 shares upon the exercise of options, 1,379,306 shares upon the exercise of warrants, 200,000 shares in exchange for services and 214,287 shares upon conversion of a portion of the principal and interest of outstanding convertible promissory notes. In 2014, the Company issued 2,294,487 shares as dividends on preferred stock, 18,081,392 shares upon conversion of Series B and Series D convertible Preferred stock, 795,095 shares upon the exercise of common stock warrants, 33,334 shares upon exercise of stock options. During 2015, the Company issued common stock and common stock purchase warrants as a part of the following equity financing transactions: On February 9, 2015, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company issued 5,586,450 shares of common stock at a purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 5,135,018 shares of the Company’s common stock in the aggregate, at an exercise price of $0.80 per share. The warrants have a term of three years and may be exercised at any time from or after the date of issuance, may be exercised on a cashless basis and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). The warrants qualified for equity accounting. Upon closing of this equity financing, the Company received proceeds of $6,145,095. On February 17, 2015, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company issued 1,162,321 shares of common stock at a purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 1,068,390 shares of the Corporation’s common stock in the aggregate, at an exercise price of $0.80 per share. The warrants have a term of three years and may be exercised at any time from or after the date of issuance, may be exercised on a cashless basis and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). The warrants qualified for equity accounting. Upon closing of this equity financing, the Company received proceeds of $1,278,553. On March 12, 2015, the Company entered into securities purchase agreements with a group of accredited investors, pursuant to which the Company issued 3,686,818 shares of common stock at a purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 1,843,413 shares of the Corporation’s common stock in the aggregate, at an exercise price of $1.50 per share. The warrants have a term of three years and may be exercised at any time from or after the date of issuance and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). The warrants qualified for equity accounting. Upon closing of this equity financing, the Company received proceeds of $4,055,498. The Company incurred fees of $184,697 in connection with the financing transactions discussed above and this amount has been charged to additional paid in capital. On November 5, 2015, the Company entered into securities purchase agreements with a group of accredited investors, pursuant to which the Company issued 768,864 shares of common stock at a purchase price of $1.10 per share. In addition, the Company agreed to issue warrants to purchase up to 192,216 shares of the Corporation’s common stock in the aggregate, at an exercise price of $1.50 per share. The warrants have a term of five years and may be exercised at any time from or after the date of issuance and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). The warrants qualified for equity accounting. Upon closing of this equity financing, the Company received proceeds of $845,750. On December 23, 2015, the Company entered into securities purchase agreements with a group of accredited investors, pursuant to which the Company issued 927,000 shares of common stock at a purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 231,750 shares of the Corporation’s common stock in the aggregate, at an exercise price of $1.50 per share. The warrants have a term of five years and may be exercised at any time from or after the date of issuance and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). The warrants qualified for equity accounting. Upon closing of this equity financing, the Company received proceeds of $1,019,700. 7% Class B Convertible Preferred Stock: During 2010, the Company issued 1,200,000 shares of 7% Class B Convertible Preferred Stock (“Class B Preferred Stock”), along with 1,058,940 detachable warrants. The holders of shares of Class B Convertible Preferred Stock are entitled to receive a 7 percent annual dividend until the shares are converted to common stock. The warrants, immediately exercisable, are for a term of five years, and entitle the holder to purchase shares of common stock at an exercise price of $ 0.77 per share. During 2015, 1,080,000 Shares of Class B Preferred Stock were converted into 1,080,000 shares of Common Stock. As of December 31, 2015 and 2014, 0 shares and 1,080,000 shares, respectively, of the Class B Preferred Stock remain outstanding. 7% Class C Convertible Preferred Stock: During 2011, the Company designated 2,500,000 shares of its preferred stock as Class C Convertible Preferred Stock; $.001 par value per share (“Class C Preferred Stock”), each share was priced at $2.10 and, included 3 warrants at an exercise price of $0.77 which expire in 5 years. The Class C Preferred Stock (a) is convertible into three shares of common stock, subject to certain adjustments, (b) pays 7 percent dividends per annum, payable annually in cash or shares of common stock, at the Company’s option, and (c) is automatically converted into common stock should the price of the Company’s common stock exceed $2.50 for 30 consecutive trading days. During 2011, the Company issued 2,380,952 shares of Class C Preferred Stock and 8,217,141 warrants. All of these shares were outstanding as of December 31, 2015 and 2014. Stock Options: In May 2008, the Company and shareholders adopted a stock incentive plan, entitled the 2008 Stock Incentive Plan (the “Plan”), authorizing the Company to grant stock options of up to 10,000,000 common shares for employees and key consultants. On August 13, 2014, the Company’s stockholders approved an amendment to the Company’s 2008 Stock Incentive Plan increasing the number of shares of Common Stock available for issuance under the Plan to 20,000,000. All options are approved by the Compensation Committee. As of December 31, 2015, there were 9,639,916 shares available for grant under the Plan. The Company’s results for 2015 and 2014 include stock option based compensation expense of $1,129,000 and $757,000, respectively. These amounts are included within Selling, General & Administrative expenses on the Statement of Operations. There were no tax benefits recognized in 2015 or 2014 for stock option based compensation. Years Ended December 31, 2015 December 31, 2014 Exercise price $ 1.20 - $2.32 $ 0.54 - $2.00 Risk free interest rate 0.80% to 1.84% 0.66% to 2.09% Volatility 27.62% - 60.7 % 29.65% - 37.13 % Expected Term 2.5 Years – 5.5 Years 2.5 Years - 6 Years Dividend yield None None The Company grants stock options to key employees and Board members at prices not less than the fair market value of the Company’s common stock on the grant date. Options issued expire either at five or ten years from the date of grant. The options are exercisable either immediately or based on a vesting schedule over 1 to 4 years. Compensation cost is recognized on a straight line basis based on the applicable vesting schedule. The Company uses the Black-Scholes valuation method to estimate the grant date fair value of each option. The fair values of options granted were estimated using the following weighted-average assumptions: The expected dividend yield is zero as the Company does not currently pay dividends on its common stock. As the Company’s common stock has very low trading volume, volatility is calculated based on the average volatility of a group which includes the Company and peer companies. The risk free interest rate is based on the U.S. Treasury rates on the grant date with maturity dates approximating the expected life of the option on the grant date. The expected term is an estimate based on the average of the date of vesting and the end of term of the option. These assumptions are evaluated and revised for future grants, as necessary, to reflect market conditions and experience. There were no significant changes made to the methodology used to determine the assumptions during 2015. The weighted-average grant-date fair value of stock options granted was $0.51 during 2015 and $0.21 during 2014. The following represents the activity under the stock incentive plan as of December 31, 2015 and changes during the two years then ended: Weighted Average Outstanding Options Exercise Price Outstanding at December 31, 2013 5,639,864 $ 0.83 Issued 6,585,000 $ 0.80 Exercised (33,334 ) $ 0.70 Forfeitures (881,666 ) $ 0.85 Outstanding at December 31, 2014 11,309,864 $ 0.81 Issued 3,140,000 $ 1.37 Exercised (3,053,397 ) $ 0.66 Forfeitures (1,036,383 ) $ 1.07 Outstanding at December 31, 2015 10,360,084 $ 1.01 Exercisable at December 31, 2015 7,439,084 $ 0.97 The weighted-average remaining contractual life for options outstanding at December 31, 2015 was 6.8 years and for options exercisable at December 31, 2015 was 5.9 years. The aggregate intrinsic value of options outstanding at December 31, 2015 was $4,396,128 and for options exercisable at December 31, 2015 was $3,379,022. As of December 31, 2015 there was approximately $2,270,855 of unrecognized compensation cost related to outstanding stock options. The unrecognized compensation cost will be recognized over a weighted-average period of 0.8 years. On December 8, 2015, the Company issued 2,025,000 stock options to employees. The vesting of these options is contingent on shareholder approval of an increase in the amount of authorized shares of common stock at the next annual meeting. In the event that the shareholders do not approve the increase in authorized shares the options will be cancelled. The Company has determined that due to the contingent vesting of these options, the grant date has not occurred as of December 31, 2015 and as a result, they are not included in the Company’s outstanding stock options at December 31, 2015. Warrants: The Company predominantly issues warrants to purchase Common Stock in connection with the issuance of Convertible Preferred Stock, Convertible Notes and equity financings. The Company has also issued warrants for service to board members and outside companies. Additionally, the Company has issued warrants in connection with an acquisition. 7,156,144 of the 25,867,753 outstanding warrants have been issued in connection with equity instruments and are accounted for as a derivative liability. The remaining 18,711,609 warrants were issued for services to board members or external companies, in connection with acquisitions, or in connection with the issuance of convertible notes or equity instruments and have been recorded based on fair value. The warrants expire 3 or 5 years from the date of issuance. Generally, warrants vest immediately or over a vesting schedule of between 1 and 3 years. The Company uses the Black-Scholes or “Binomial” valuation method, as appropriate, to estimate the grant date fair value of each warrant. The Company issued 75,000 and 297,000 warrants to purchase shares of common stock in exchange for service during 2015 and 2014, respectively. The Company’s results for the years 2015 and 2014, include expense related to warrants issued for services of $18,000 and $38,000, respectively. These amounts are included within Selling, General & Administrative expenses on the Consolidated Statement of Operations. Warrant holders exercised 1,546,308 warrants to purchase common stock, some of which were cashless exercises, during 2015. The weighted average price of the exercised warrants was $0.76 and the Company received $881,335 in proceeds and issued 1,379,306 shares of common stock as a result of these exercises. During 2014, warrant holders exercised 1,186,300 warrants to purchase common stock, some of which were cashless exercises. The weighted average price of the exercised warrants was $0.71 and the Company received $438,550 in proceeds and issued 795,095 shares of common stock as a result of these exercises. On August 11, 2015 (the “Closing Date”), the Company entered into an exchange agreement (the “Exchange Agreement”) with the holders of outstanding warrants to purchase shares of the Company’s common stock (the “Holders”), pursuant to which the Company agreed to issue warrants to purchase an aggregate of 7,142,856 shares of the Company’s common stock (the “Replacement Warrants”) in exchange for the cancellation of the Holder’s existing warrants to purchase an aggregate of 7,142,856 shares of the Company’s common stock (the “Prior Warrants”). The Holders consist of (i) River Charitable Remainder Unitrust f/b/o Isaac Blech (the “Trust”), of which Isaac Blech, a current Director of the Company, is the sole trustee; and (ii) Miriam Blech, the wife of Isaac Blech. The Prior Warrants had an exercise price of $0.77 per share, contained weighted-average anti-dilution price protection and contained an expiration date of March 3, 2016. The Replacement Warrants have an exercise price of $1.20 per share, are not exercisable for a period of eighteen months from the Closing Date and expire on the three year anniversary of the Closing Date. Pursuant to the terms of the Exchange Agreement, the Company has agreed to seek shareholder approval for an increase in the Company’s authorized capital stock within twelve months of the Closing Date. In the event the Company fails to obtain approval of the proposal relating to such increase in the Company’s authorized capital stock the Company has agreed to resubmit such proposal to its stockholders within three (3) months after the result of the prior meeting is rendered. As a result of the Exchange Agreement, the Prior Warrants, which were recorded as a derivative liability were valued at $2,618,049 as of August 11, 2015 and cancelled and removed from derivative liabilities and the Replacement Warrants, which were determined to be equity instruments, were recorded to additional paid in capital in the same amount. The fair values of warrants granted for service were estimated using the following weighted-average assumptions: Years Ended December 31, 2015 December 31, 2014 Exercise price $ 1.50 $ 0.75 - $1.12 Risk free interest rate 0.39% to 0.46% 0.63% to 1.87% Volatility 26.47% - 26.66 % 28.93% - 36.91 % Expected Term 1.5 Years 2.5 Years – 5.75 Years Dividend yield None None The following represents the stock warrant activity as of December 31, 2015 and changes during the two years then ended: Outstanding Warrants Weighted Average Outstanding at December 31, 2013 19,112,360 $ 1.11 Issued 927,000 $ 1.05 Exercised (1,186,300 ) $ 0.71 Cancelled (100,000 ) $ 0.75 Outstanding at December 31, 2014 18,753,060 $ 1.06 Issued 15,848,643 $ 1.09 Exercised (1,546,308 ) $ 0.76 Cancelled (7,187,642 ) $ 0.80 Outstanding at December 31, 2015 25,867,753 $ 1.16

12. Income Taxes

12. Income Taxes	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Income Taxes	Significant components of the income tax benefit (expense) are summarized as follows: 2015 2014 Current provision: Federal $ 0 $ 0 State 0 0 Foreign (81,273 ) Deferred provision: Federal 1,579,747 0 State 744,223 Foreign (2,780 ) 0 $ 2,239,917 $ 0 A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate on income before income taxes for the years ended December 31, 2015 and 2014 follows: 2015 2014 Federal statutory rate 34.0 % 34.0 % State income taxes, net of federal income tax benefit 7.0 0.7 Book derivative income (expense) 13.4 (14.2 ) Dividend income from Canadian subsidiary (6.6 ) -- Section 78 Gross up (2.5 ) -- Stock compensation expense (5.2 ) (1.1 ) Acquisition costs (2.4 ) -- Taxes related to foreign operations 2.1 -- Officers’ life insurance (0.7 ) (0.1 ) Goodwill impairment -- (6.6 ) Intangibles impairment -- (0.3 ) Change in valuation allowance (16.9 ) (10.6 ) Other (1.5 ) (1.8 ) 20.9 % 0 % The Company provides for income taxes in accordance with FASB ASC Topic 740 Income Taxes. Deferred income taxes arise from the differences in the recognition of income and expenses for tax and financial reporting purposes. Deferred tax assets and liabilities are comprise of the following at December 31, 2015 and 2014. 2015 2014 Deferred income tax assets: Operating loss carry forward $ 9,608,605 $ 5,260,000 Acquired NOL – Ecological acquisition 64,654 164,910 Accrued compensation - 92,000 Allowance for doubtful accounts 150,354 141,000 Transaction costs capitalized 48,238 - Intangible assets - 1,886,000 Dividend withheld tax credit 80,819 - Property, Plant and Equipment 61,715 - Charitable contribution carryforward 8,312 - Foreign tax credit on repatriated earnings 436,518 - Cumulative Eligible Capital Deduction - Canada 54,682 0 Total deferred tax assets 10,513,897 7,543,910 Less: valuation allowance (9,199,787 ) (7,543,910 ) Deferred income tax assets $ 1,314,110 $ - Deferred income tax liabilities: Intangibles Assets – IPSA acquisition $ (1,116,610 ) $ - Property and equipment - (85,000 ) Repatriated earnings of foreign subsidiaries (141,091 ) - Total deferred tax liabilities (1,257,701 ) (85,000 ) Net deferred tax assets / (liabilities) $ 56,409 $ (85,000 ) A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has provided a valuation allowance for all its net current and non-current U.S. deferred tax assets $9,256,196, which is primarily comprised of net operating loss carry forward deferred tax assets of $9,673,259. The Company has recorded a deferred tax asset of $56,409 related to its Canadian operations. See Note 3 for further information on the recognition of the deferred tax benefit. Management made the assessment at the end of both 2015 and 2014 that a full valuation allowance for its U.S. deferred tax assets should be provided based on consideration of recent net operating losses, that it was no longer, at this time, more likely than not that the deferred tax assets would be recoverable. Management will continue to monitor the status of the recoverability of deferred tax assets. At December 31, 2015, the Company has income tax net operating loss carry forwards that begin to expire in 2031 to 2035.

13. Net Loss Per Share

13. Net Loss Per Share	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Net Loss Per Share	Basic net income or loss per common share is computed by dividing net income or loss for the period by the weighted - average number of common shares outstanding during the period. Diluted income or loss per share is computed by dividing net income or loss for the period by the weighted - average number of common and common equivalent shares, such as stock options, warrants and convertible securities outstanding during the period. Such common equivalent shares have not been included in the Company’s computation of net income (loss) per share when their effect would have been anti-dilutive based on the strike price as compared to the average trading price or due to the Company’s net losses attributable to common stockholders. 2015 2014 Basic: Numerator –net loss attributable to common stockholders $ (8,744,398 ) $ (26,033,922 ) Denominator – weighted – average shares outstanding 70,581,243 30,345,422 Net loss per share – Basic and diluted $ (0.12 ) $ (0.86 ) Incremental common shares (not included due to their anti-dilutive nature) : Stock options 10,360,084 11,309,864 Stock warrants 25,867,753 18,753,060 Convertible preferred stock – Series B - 1,080,000 Convertible preferred stock – Series C 7,142,856 7,142,856 Convertible preferred stock – Series D - - Convertible Notes 1,428,571 1,607,143 44,799,264 39,892,923

14. Commitments and Contingenci

14. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Commitments and Contingencies	The Company is obligated under various operating leases for office space and equipment and is obligated under non-cancelable contracts with job search firms. The future minimum payments under non-cancelable operating leases and non-cancelable contracts with initial remaining terms in excess of one year as of December 31, 2015, are as follows: 2016 $ 1,270,509 2017 $ 1,117,855 2018 $ 734,166 2019 $ 420,568 2020 $ 342,891 2021 $ 55,600 The leases cover office premises. Non-cancellable contracts with talent acquisition search engines account for $6,858 of the obligations. The above schedule of contractual obligations does not include dividends on preferred stock as they have not been declared, and the Company has the option of paying the dividends in cash or common stock of the Company at its discretion. The Company has several employment contracts in place with key management which are in the normal course and have not been included in the above table. Expenses for operating leases during 2015 and 2014 were $1,342,592 and $677,989, respectively. The Company has a three percent ownership interest in a limited liability company that owns approximately 33 percent of the building the Company leases office space from in Charlotte, North Carolina. Additionally, an individual stockholder of the Company owns approximately 30 percent of the same limited liability company. Rent expense pertaining to this operating lease during 2015 and 2014 was $177,236 and $172,074, respectively.

15. Receivables sold with recou

15. Receivables sold with recourse	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Receivables sold with recourse	The Company’s IPSA subsidiary sells certain of its accounts receivable with full recourse to Advance Payroll Funding Ltd. (“Advance”). Advance retains portions of the proceeds from the receivable sales as reserves, which are released to the Company as the receivables are collected. Proceeds from sales of such receivables, net of amounts held in reserves, during the period from February 9, 2015 to December 31, 2015 totaled $7,393,507. The outstanding balance of full recourse receivables at December 31, 2015 was $0. In the event of default, the Company is required to repurchase the entire balance of the full recourse receivables and is subject to fees. There are no limits on the amount of accounts receivable factoring available to the Company under the factoring agreement. The agreement with Advance is effective through January 10, 2018, with two year renewal intervals thereafter.

16. Employee Benefit Plan

16. Employee Benefit Plan	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Employee Benefit Plan	After the acquisition of IPSA on February 9, 2015, the Company has two 401(k) plans which cover substantially all employees. The Company had a 401(k) plan in place prior to the acquisition and IPSA had also had a 401(k) plan. Plan participants in either plan can make voluntary contributions of up to 15 percent of compensation, subject to certain limitations. Under the Company’s plan that was in place prior to the acquisition, the Company matches a portion of employee deferrals. Under the plan established by IPSA, there are no matches of a portion of employee deferrals. It is the Company’s intent during 2016 to combine the two plans. Total company contributions to the plans for the years ended December 31, 2015 and 2014 were approximately $50,140 and $51,296, respectively.

17. Advertising

17. Advertising	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Advertising	The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2015 and 2014 were $25,097 and $4,435, respectively.

18. Major Customers

18. Major Customers	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Major Customers	Approximately 50 and 34 percent of total revenues were earned from the Company’s top five customers for the years ended December 31, 2015 and 2014, respectively.

19. Segment Information

19. Segment Information	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Segment Information	The Company operates in three business segments: the Cyber Solutions segment, the Business Advisory Solutions segment and the Energy Solutions segment. The Cyber Solutions segment provides cyber security and advanced technology training services, operational support and consulting services. The Business Advisory Solutions segment, which includes IPSA as of February 9, 2015, provides anti-money laundering operational, advisory and consulting services, investigative due diligence services and advisory services in the following areas: risk, data, organizational change and cyber. The Energy Solutions segment works with customers to assess, design and install processes and automation to address energy regulation, strategy, cost, and usage initiatives. The Business Advisory Solutions segment operated without IPSA for the full year in 2014 and up through February 9, 2015, and included IPSA from February 9, 2015 through December 31, 2015. The performance of the business is evaluated at the segment level. Cash, debt and financing matters are managed centrally. These segments operate as one from an accounting and overall executive management perspective, though each segment has senior management in place; however they are differentiated from a marketing and customer presentation perspective, though cross-selling opportunities exist and continue to be pursued. Condensed summary segment information follows for the year ended December 31, 2015 and 2014. Year Ended December 31, 2015 Cyber Solutions Business Advisory Solutions * Energy Solutions Total Revenue $ 2,975,583 $ 24,588,203 $ 1,794,643 $ 29,358,429 Income (Loss) from Operations before Overhead $ (4,446,716 ) $ (676,777 ) $ (784,732 ) $ (5,908,245 ) Allocated Corporate Overhead 2,034,785 4,719,903 599,732 7,354,420 Loss from Operations $ (6,481,501 ) $ (5,396,680 ) $ (1,384,464 ) $ (13,262,665 ) Assets $ 5,054,281 $ 23,530,701 $ 2,003,822 $ 30,588,804 Year Ended December 31, 2014 Cyber Solutions Business Advisory Solutions * Energy Solutions Total Revenue $ 4,076,050 $ 12,964,920 $ 3,134,518 $ 20,175,488 Income (Loss) from Operations before Overhead $ (106,312 ) $ 1,332,555 $ (2,352,884 ) $ (1,126,641 ) Allocated Corporate Overhead 1,529,255 3,198,644 1,686,248 6,414,147 Loss from Operations $ (1,635,567 ) $ (1,866,089 ) $ (4,039,132 ) $ (7,540,788 ) Assets $ 3,392,939 $ 5,928,331 $ 2,543,370 $ 11,864,640 * The Company acquired IPSA International, Inc. on February 9, 2015 and this business is included in the Business Advisory Solutions segment as of the acquisition date.

20. Summary Pro-Forma Financial

20. Summary Pro-Forma Financial Information (unaudited)	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Summary Pro-Forma Financial Information (unaudited)	The following unaudited pro-forma data summarizes the results of operations for the years ended December 31, 2015 and December 31, 2014, as if the February 9, 2015 purchase of IPSA International, Inc. had been completed on January 1, 2014. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2014. December 31, 2015 December 31, 2014 Net revenues $ 34,390,577 $ 61,454,454 Operating loss (12,841,292 ) (7,109,581 ) Net loss per share – basic $ (0.18 ) $ (0.18 ) Net loss per share- diluted $ (0.18 ) $ (0.18 )

21. Commitments and Contingenci

21. Commitments and Contingencies 1	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Commitments and Contingencies	Platte River Insurance Company (“Platte River”) instituted an action on April 8, 2015 in the United States District Court for the District of Massachusetts in which Platte River claims that the Company signed as a co-indemnitor in support of surety bonds issued by Platte River on behalf of Prime Solutions for the benefit of Honeywell pursuant to Prime Solutions, Inc.’s (“Prime”) solar project located in Worcester Massachusetts (the “Prime Contract”). The Company filed its answer to the complaint, denying the allegations of Platte River. On February 1, 2016 the Company received a demand letter from Platte River for immediate payment of an $868,617 claim under the terms of the co-indemnity agreement. The Company continues to deny the allegations and will not agree to the demand. The Company’s maximum liability exposure under the bond is $1,412,544, if Prime failed to meet its contracted obligations. In October 2014, the Company determined it probable that Prime did fail to meet its contracted obligations under the Prime Contract, and therefore, the potential existed that the Company may have to meet outstanding Prime Contract obligations. The Company has evaluated the status of the project, amounts paid to date on the contract and assessed the remaining work to be performed. Notwithstanding the demand letter from Platte River, the Company continues to believe its potential obligation under the Prime Contract is approximately $650,000, and that amount was accrued as a Selling, General and Administrative expense on the Consolidated Statement of Operations during 2014. Legal Proceedings: The Company and two senior executives of the Company are named as defendants in a class action proceeding filed on June 23, 2015, in the U.S. District Court for the Central District of California. On September 24, 2015, the U.S. District Court for the Central District of California granted a motion to transfer the lawsuit to the United States District Court for the District of Colorado. On October 14, 2015, the Court appointed David Hampton as Lead Plaintiff and approved Hampton’s selection of the law firm Levi & Korsinsky LLP as Lead Counsel. Plaintiff filed an Amended Complaint on January 4, 2016. The Amended Complaint alleges violations of the federal securities laws on behalf of a class of persons who purchased shares of the Company’s common stock between October 17, 2014 and June 15, 2015. In general, the Amended Complaint alleges that false or misleading statements were made or that there was a failure to make appropriate disclosures concerning the Company’s cyber security business and products. On February 18, 2016, Defendants filed a motion to dismiss Plaintiff’s Amended Complaint. Plaintiff’s opposition to the motion to dismiss is due on or before April 4, 2016, and Defendants’ reply is due on or before May 4, 2016.

22. Related Party Transactions

22. Related Party Transactions	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Related Party Transactions	On January 16, 2014, the Company paid dividends on its Series C Preferred Stock in Common Stock of the Company. Of this dividend, $140,000, equating to 241,379 shares was paid to River Charitable Remainder Unitrust f/b/o Isaac Blech, which is controlled by Isaac Blech, Vice Chairman of the Company’s Board of Directors. On January 22, 2015, we paid dividends on our Series C Preferred Stock in Common Stock of the Company. Of this dividend, $140,000, represented by 90,323 shares, was paid to River Charitable Remainder Unitrust f/b/o Isaac Blech. On January 16, 2014, we paid dividends on our Series C Preferred Stock in Common Stock of the Company. Of this dividend, $140,000, equating to 241,379, shares was paid to River Charitable Remainder Unitrust f/b/o Isaac Blech. River Charitable Remainder Unitrust f/b/o Isaac Blech is controlled by Isaac Blech, Vice Chairman of the Company’s Board of Directors. On February 9, 2015, the Company acquired IPSA International Inc. (“IPSA”). Mr. Joseph Grano, our Chief Executive Officer and Chairman of the Board, served, at the time of the acquisition, on the Advisory Board of IPSA. In addition, Centurion Holdings of which Mr. Grano is a majority owner, was an approximately 5% stockholder of IPSA. In consideration for the acquisition of IPSA, we paid approximately $15.8 million in cash and shares of our common stock to the stockholders of IPSA. Centurion received approximately $722,000 of such consideration. Mr. Grano recused himself from all matters and voting processes related to the transaction. Mr. Dan Wachtler, was the CEO and Chairman at the time of the IPSA acquisition and is now CEO of our IPSA subsidiary as well as a Director of the Company. Mr. Wachtler received approximately $9,478,000 of the consideration for the acquisition of IPSA. Centurion Holdings, of which Mr. Grano is a majority owner, has a sublease agreement for a portion of its office in New York with IPSA. The sublease is at market rates and constitutes IPSA’s New York Office. The lease expires in August 2018. The base rent for the sublease is approximately $204,000 per year. On February 20, 2015 the Company paid a dividend to IPSA’s shareholders in the amount of $1,100,000. The dividend had been declared and accrued on IPSA’s books on December 31, 2014, prior to the merger agreement with the Company. $659,892 of this dividend was paid to Mr. Wachtler and $50,294 of this dividend was paid to Centurion Holdings, a Company whose majority owner is Mr. Grano. On August 11, 2015, the Company entered into an exchange agreement (the “Exchange Agreement”) with the holders of outstanding warrants to purchase shares of the Company’s common stock (the “Holders”). The Holders consist of (i) River Charitable Remainder Unitrust f/b/o Isaac Blech (the “Trust”), of which Isaac Blech, a current Director of the Company, is the sole trustee; and (ii) Miriam Blech, the wife of Isaac Blech. See Note 11 for further discussion on the Exchange Agreement. On November 5, 2015, the Company entered into securities purchase agreements with a group of accredited investors, pursuant to which the Company issued 768,864 shares of common stock at a purchase price of $1.10 per share. In addition, the Company agreed to issue warrants to purchase up to 192,215 shares of the Corporation’s common stock in the aggregate, at an exercise price of $1.50 per share (the “Warrants”). The Warrants have a term of five years and may be exercised at any time from or after the date of issuance and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). Upon closing of this equity financing, the Company received proceeds of $845,750. Two of the accredited investors are Dan Wachtler, CEO of the IPSA subsidiary, who invested $250,000 and was issued 227,273 shares of common stock and 56,818 warrants, and John Catsimatidis, a member of the Board of Directors of the Company, who invested $242,750 and was issued 220,682 shares of common stock and 55,170 warrants. On February 9, 2016, the Company entered into a letter agreement (the “Agreement”) with Miriam Blech and River Charitable Remainder Unitrust f/b/o Isaac Blech, who together control all of the Company’s Series C Preferred Stock. Pursuant to the Agreement, the parties agreed to postpone payment of the annual dividend on the Company’s Series C Preferred Stock until five (5) business days following the day on which the Company holds an annual or special meeting of its stockholders where the stockholders are presented with a proposal to increase the authorized capital stock of the Company. During 2015, the Company incurred $148,945 in public relations and marketing expenses from, ZITO Partners, a Company Shareholder. In March 2015 Robert Zito invested $500,000 in the Company, receiving 454,545 shares of Common Stock and 227,273 $1.10 five year warrants. In 2016 Robert Zito invested $250,000 in the Company, receiving 227,273 shares of Common Stock and 227,273 $1.10 five year warrants. As of December 31, 2015, the Company owed members of the Board of Directos, $222,000 in fees for various Board of Director, Audit Committee and Compensation Committee Fees. Associated with the March 10, 2016 financing, Mr. Isaac Blech and his affiliates agreed that the Company does not have to reserve shares of common stock for the conversion of their Series C Preferred Stock and underlying warrants until five days after the Company holds a special or annual meeting of stockholders. See Note 14 for description of a related party leasing arrangement.

23. Liquidity and Capital Resou

23. Liquidity and Capital Resources	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Liquidity and Capital Resources	As of December 31, 2015, we had cash and cash equivalents of $795,682, compared to $765,099 at December 31, 2014, an increase of $30,583. The increase is primarily attributable to the proceeds from the equity financing, stock and warrant exercise transactions during 2015 which totaled approximately $16,100,000, offset by the net cash used in operations and investing activities during 2015 of approximately $12,400,000 and $3,800,000, respectively. After financings in the first quarter of 2016 (see below), our cash position has increased and outstanding cash and cash equivalents at March 11, 2016 was approximately $5.5 million. Our objective from a liquidity perspective is to use operating cash flows to fund day to day operations. In both 2015 and 2014 we did not achieve this objective, as cash flow from operations in the 2015 and 2014 has been the net use of $11.8 million and $5.5 million, respectively. Our high use of cash has been predominantly caused by declines in revenue in our existing businesses, costs associated with the IPSA acquisition, costs for the ramp up of the cyber solutions employee base and capital costs associated with the build out of the operations center for the cyber solutions group. Additionally, revenues at IPSA were below expectations during 2015 due to the unexpected delay and ultimate early termination of a project with a significant customer and revenue in the cyber solutions segment has not materialized at the pace that was anticipated. Based on the foregoing, we will have to obtain additional financing by the end of the first quarter of 2016 to support our future operations and there can be no assurance that we will be able to obtain such financing, or if obtained, on terms favorable to the Company. Failure to obtain the same will adversely affect the operations of the Company. With new IPSA and Cyber Solutions client engagements in 2016, the Company expects such incremental revenue along with expense management will improve the Company's liquidity position. Based upon its current cash position as well as these new executed contracts that will be performed in 2016, management believes that it will have sufficient cash to fund operations into the first quarter of 2017.

24. Subsequent Events

24. Subsequent Events	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Subsequent Events	The Class B preferred stock accrues 7 percent per annum dividends. The dividends began accruing April 30, 2010, and are cumulative. Dividends are payable annually in arrears. At December 31, 2015, $6,857 of dividends had accrued on these shares. However, they are unrecorded on the Company’s books until declared. On February 16, 2015, the Company declared dividends on its Series B and the Company paid the dividends in Company common stock. On February 16, 2015 the Company issued 4,969 shares to the 7% Series B Convertible Preferred Stockholders. On February 9, 2016, the Company entered into a letter agreement (the “Agreement”) with Miriam Blech and River Charitable Remainder Unitrust f/b/o Isaac Blech, who together control all of the Company’s Class C Preferred Stock. Pursuant to the Agreement, the parties agreed to postpone payment of the annual dividend on the Company’s Class C Preferred Stock until five (5) business days following the day on which the Company holds an annual or special meeting of its stockholders where the stockholders are presented with a proposal to increase the authorized capital stock of the Company. On January 26, 2016, the Company entered into securities purchase agreements with a group of accredited investors, pursuant to which the Company issued 227,273 shares of common stock at a purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 56,818 shares of the Corporation’s common stock in the aggregate, at an exercise price of $1.50 per share (the “Warrants”). The Warrants have a term of five years and may be exercised at any time from or after the date of issuance and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). Upon closing of this equity financing, the Company received proceeds of $250,000. On February 24, 2016, the Company received proceeds of $1,256,782 in connection with the Company's offer to amend and exercise warrants. In connection with the offering, warrant holders elected to exercise a total of 1,142,529 of their $1.125 warrants at a reduced exercise price of $1.10 per share. The Company issued new warrants to the participants to purchase 285,654 shares of common stock with a term of five (5) years and have an exercise price per share equal to $1.50. On March 3, 2016 the Company agreed to reissue the 480,784 $1.50 warrants originally issued as part of the November 5, 2015, December 23, 2015 and January 5, 2016 financings and to re-issue these warrants to equal 100% warrant coverage equal to 1,923,137 five year warrants at $1.10 per share. On March 3, 2016 the Company agreed to amend the 480,784 $1.50 warrants from the November 5, 2015, December 23, 2015 and January 5, 2016 financings and to issue these amended warrants equal to 100% warrant coverage equal to 1,923,137 five year warrants at $1.10 per share. On March 10, 2016, the Company entered into securities purchase agreements with accredited investors, advisory clients of Wellington Management Company, LLP and the Dan Wachtler Family Trust pursuant to which the Company issued 5,076,863 shares of common stock at the purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 5,076,863 shares of the Company's common stock in the aggregate, at an exercise price of $1.10 per share. The warrants have a term of five years and may be exercised on a cashless basis. In addition to customary, structural anti-dilution protection (i.e., stock splits, dividends, etc), should the Company, during the term of the warrants, issue common shares at a per share consideration that is less than the exercise price, the exercise price of each warrant shall be reduced concurrently with such issue, to the consideration per share received by the Company for such issue of additional stock. Upon closing of this equity financing, the company received proceeds of $5,584,549. Aside from legal fees, the Company incurred $334,875 in fees, plus the issuance of 202,955 $1.10 five year warrants in connection with this financing transaction and this amount is not reflected in the proceeds above.

1. Description of Business an33

1. Description of Business and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2014
Description Of Business And Summary Of Significant Accounting Policies Policies
Description of Business	We are a provider of cyber security, business advisory services principally in regulatory risk mitigation, and energy solutions. We help clients in diverse industries improve performance, comply with complex regulations, reduce costs, leverage and integrate technology, and stimulate growth. We team with our clients to deliver sustainable and measurable results. Our primary focus is using our expertise on issues related to three key areas for customers; (i) cyber security, (ii) regulatory risk mitigation, and (iii) energy usage and strategy initiatives. We work with our customers to assess, design, and provide customized advice and solutions that are tailored to address each client’s particular needs. We provide solutions and services to a wide variety of organizations including Fortune 500 companies, medium-sized businesses and governmental entities.
Principles of Consolidation	The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany balances and transactions have been eliminated.
Use of Estimates	The preparation of the Company’s consolidated financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash and cash equivalents	The Company considers all highly liquid investments having an original maturity of three months or less to be cash equivalents. Amounts invested may exceed federally insured limits at any given time. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Company from time to time may have amounts on deposit in excess of the insured limits (FDIC limits are $250,000). The Company periodically assesses the financial condition of the institutions and believes that the risk of loss is remote.
Accounts receivable	Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense, if any, is included in general and administrative expenses. At December 31, 2015 and 2014, the allowance for doubtful accounts was $383,503 and $356,597, respectively.
Marketable Securities	Marketable equity securities are accounted for as trading securities and are stated at market value with unrealized gains and losses accounted for in other income (expense).
Property and equipment	Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Maintenance and repair costs are expensed as incurred. Gains or losses on dispositions are reflected in income.
Valuation of goodwill and intangible assets	Our intangible assets include goodwill, trademarks, non-compete agreements and purchased customer relationships, all of which are accounted for based on Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 350 Intangibles-Goodwill and Other
Impairment testing	Our goodwill impairment testing is calculated at the reporting unit level. Our annual impairment test has two steps. The first identifies potential impairments by comparing the fair value of the reporting unit with its carrying value. If the fair value exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write-down is recorded. The impairment test for the other intangible assets is performed by comparing the carrying amount of the intangible assets to the sum of the undiscounted expected future cash flows whenever events or circumstances indicate that an impairment may have occurred. If the sum of the future undiscounted cash flows is less than the carrying amount of the intangible asset or to its related group of assets, an impairment charge is recorded to the extent that the carrying amount of the intangible asset exceeds its fair value. We predominately use a discounted cash flow model derived from internal budgets and forecasts in assessing fair values for our impairment testing. Factors that could change the result of our impairment test include, but are not limited to, different assumptions used to forecast future net sales, expenses, capital expenditures, and working capital requirements used in our cash flow models. In addition, selection of a risk-adjusted discount rate on the estimated undiscounted cash flows is susceptible to future changes in market conditions, and when unfavorable, can adversely affect our original estimates of fair values. In the event that management determines that the value of intangible assets have become impaired using this approach, we will record an accounting charge for the amount of the impairment. The Company also engages an independent valuation expert to assist it in performing the valuation and analysis of fair values of goodwill and intangibles. The Company’s annual goodwill impairment testing date is October 1 of each year. In determining impairment charges, the Company uses various valuation techniques using both the income approach and market approach at each reporting unit in accordance with FASB ASC 350.The Company did not record an impairment charge during 2015. During 2014, the Company recorded a goodwill impairment write-down of $6,363,630 related to the Energy Solutions segment which is reflected in the Statement of Operations. The balance recorded as goodwill as of December 31, 2015 and 2014 is $15,676,246 and $4,352,177, respectively, net of accumulated impairment of $16,969,662 for both periods. Intangible assets, other than goodwill, consist of customer relationships, non-competition agreements and trademarks/trade names. The fair market value of the customer relationships were determined by discounting the expected future cash flows from the acquired customers. The value of the non-competition agreements were estimated from the percentage of discounted cash flows expected to be lost if the agreement was not in place. The Company performed its annual impairment test and determined there was no impairment during the fiscal year ended December 31, 2015. In addition, for the fiscal year ended December 31, 2014, it was determined that a full impairment of the trade name and customer list intangible assets related to the Energy Solutions segment was required and such impairment was recorded during the fiscal year ended December 31, 2014. As a result, the Company recorded an impairment charge of $429,394 at September 30, 2014. Customer relationships acquired are being amortized over the estimated useful life of four or five years. Non-competition agreements are being amortized over the life of the agreement. Acquired trademarks/trade names are being amortized over five or fifteen years. Total intangibles balances, prior to accumulated amortization, were $7,245,112 and $664,648 at December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, accumulated amortization of intangible assets totaled $1,735,470 and $513,025, respectively. Amortization expense on these intangible assets of $1,222,446 and $222,476 for the years ended December 31, 2015 and 2014, respectively, is included as depreciation and amortization on the Statement of Operations. Amortization expense related to intangible assets for the next five years and thereafter is expected to be as follows for the years ended: December 31, 2016 $ 1,311,836 December 31, 2017 862,103 December 31, 2018 790,429 December 31, 2019 781,262 December 31, 2010 220,838 Thereafter 1,543,174 $ 5,509,642
Revenue Recognition	The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of any agreement exists, services have been rendered, and collectability is reasonably assured; therefore, revenue is recognized when the Company invoices customers for completed services at contracted rates and terms. Therefore, revenue recognition may differ from the timing of cash receipts.
Income Taxes	The Company accounts for income taxes under FASB ASC Topic 740 Income Taxes FASB ASC Topic 740-10 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the balance sheet. It also provides guidance on de-recognition, measurement and classification of amounts related to uncertain tax positions, accounting for and disclosure of interest and penalties, accounting in interim period disclosures and transition relating to the adoption of new accounting standards. Under FASB ASC Topic 740-10, the recognition for uncertain tax positions should be based on a more-likely-than-not threshold that the tax position will be sustained upon audit. The tax position is measured as the largest amount of benefit that has a greater than fifty percent probability of being realized upon settlement.
Derivative Warrant Liability	The Company evaluates warrants issued in connection with debt and preferred stock issuances to determine if those contracts, or any potential embedded components of those contracts, qualify as derivatives to be separately accounted for. This accounting treatment requires that the carrying amount of any embedded derivatives be marked-to-market at each balance sheet date and carried at fair value. In the event that the fair value is recorded as a liability, the change in the fair value during the period is recorded in the Statement of Operations as either income or expense. Upon expiration or exercise of the warrants, the derivative liability is marked to fair value at the conversion date and then the related fair value is reclassified to equity. The fair value at each balance sheet date and the change in value for each class of warrant derivative is disclosed in detail in Note 2 to the Consolidated Financial Statements.
Share-based compensation	The Company accounts for stock based compensation in accordance with FASB ASC 718 – Compensation-Stock Compensation The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50 Equity-Based Payments to Non-Employees
Fees From Factoring Arrangement	Fees charged to the Company from its factoring arrangement for accounts receivable sold with full recourse include an administrative fee that is incurred upon funding of the factored invoices to the Company and a closing fee that is incurred when payment of the original accounts receivable amount is paid to the factoring company by the Company’s customer. Administrative and closing fees from the factoring arrangement are included in interest expense in the consolidated financial statements.
Foreign Currency Translation	The functional currencies of the Company’s foreign operations are the local currencies. The consolidated financial statements of the Company’s foreign subsidiaries have been translated into U.S. dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of Operations amounts have been translated using the average exchange rate for the periods presented. Accumulated net translation adjustments have been reported in other comprehensive income in the consolidated statements of comprehensive loss.
Recent accounting pronouncements	In May, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date”, a standard to provide for a one-year deferral of the effective date of ASU 2014-09. ASU 2015-14 requires application of ASU 2014-09 for annual reporting periods beginning after December 15, 2017 and early adoption is permitted as of the original effective date (i.e. for annual reporting periods beginning after December 15, 2016). The Company has not yet determined the effect, if any, that the adoption of this standard will have on the Company’s financial position or results of operations. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Going Concern (“ASU 2014-15”). ASU 2014-15 provides GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The standard will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. Upon adoption the Company will use the guidance in ASU 2014-15 to assess going concern uncertainty matters. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 is intended to improve financial reporting about leasing transactions. ASU 2016-02 affects companies that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets referred to as “Lessees” to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard will be effective for annual periods ending after December 15, 2018, and interim periods within annual periods beginning after December 15, 2018. Early adoption will be permitted for all companies and organizations upon issuance of the standard. See Note 14 for the Company’s current lease commitments. The Company is currently in the process of evaluating the impact that ASU 2016-02 will have on its financial statements. Since January 1, 2015, there have been several other new accounting pronouncements and updates to the Accounting Standards Codification. Each of these updates has been reviewed by Management who does not believe their adoption has had or will have a material impact on the Company’s financial position or operating results.

1. Description of Business an34

1. Description of Business and Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2015
Description Of Business And Summary Of Significant Accounting Policies Tables
Expected amortization expense related to intangible assets	December 31, 2016 $ 1,311,836 December 31, 2017 862,103 December 31, 2018 790,429 December 31, 2019 781,262 December 31, 2010 220,838 Thereafter 1,543,174 $ 5,509,642

2. Fair Value Measurements (Tab

2. Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2015
Fair Value Measurements Tables
Assumptions related to the Series C Common Stock Warrants	December 31, 2015 December 31, 2014 Expected Life (Years) 0.2 1.2 Risk Free Rate 0.15 % 0.32 % Volatility 38.06 % 26.78 % Probability of a Capital Raise 100 % 8-95 %
Financial assets and liabilities measured at fair value on a recurring basis	December 31, 2015 Fair Value Level 1 Level 2 Level 3 Derivative Liability – Common Stock Purchase Warrants: Debentures $ - $ - Series B Preferred Stock - - Promissory Notes 2,189 2,189 Series D Preferred Stock 2,904,849 2,904,849 Series C Preferred Stock 633,046 633,046 Total $ 3,540,084 $ 2,907,038 $ 633,046 December 31, 2014 Fair Value Level 1 Level 2 Level 3 Derivative Liability – Common Stock Purchase Warrants: Debentures $ - $ - Series B Preferred Stock 794,633 794,633 Promissory Notes 225,897 225,897 Series D Preferred Stock 3,325,449 3,325,449 Series C Preferred Stock 6,305,260 6,305,260 Total $ 10,651,239 $ 4,345,979 $ 6,305,260
Summary of the changes in fair value of financial assets and liabilities	Fair Value Measurements Using Level 2 Inputs Level 3 Inputs Derivative liability - Derivative liability - Derivative liability - Derivative liability - Total Fair Value Derivative liability - Derivative Liability – Grand Total Fair Value Balance December 31, 2013 $ 10,207 $ 24,277 $ 85,824 $ 224,075 $ 344,383 $ 382,610 $ - $ 726,993 Total unrealized (gains) or losses included in net income or (loss) 120,343 777,865 422,521 3,101,374 4,422,103 5,922,650 - 10,344,753 Reclassification to equity resulting from exercise of Common Stock Purchase Warrants ( 130,550 ) (7,509 ) (282,448 ) -- (420,507 ) -- -- (420,507 ) Balance December 31, 2014 $ -- $ 794,633 $ 225,897 $ 3,325,449 $ 4,345,979 $ 6,305,260 $ -- $ 10,651,239 Total unrealized (gains) or losses included in net income or (loss) -- 21,079 12,722 (410,731 ) (376,930 ) (3,036,281 ) (231,384 ) (3,644,594 ) Reclassification to equity resulting from exercise of Common Stock Purchase Warrants -- (815,712 ) (236,430 ) (9,869 ) (1,062,011 ) (17,884 ) - (1,079,895 ) Release of contingent value right - - - - 231,384 231,384 Reclassification to equity resulting from the warrant exchange agreement -- -- -- -- -- (2,618,049 ) -- (2,618,049 ) Balance December 31, 2015 $ -- $ -- $ 2,189 $ 2,904,849 $ 2,907,038 $ 633,046 $ -- $ 3,540,084

3. Acquisitions (Tables)

3. Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2015
Acquisitions Tables
Summary of purchase price allocation	Consideration $ 15,800,000 Assets Acquired: Current Assets $ 11,798,564 Property and Equipment, net 29,180 Other long term assets 712,353 Intangible assets 6,580,464 Goodwill 11,324,069 Total assets acquired 30,444,630 Liabilities Assumed: Accounts Payable 1,546,117 Factored Receivables Obligation 6,488,748 Accrued Expenses 1,990,857 Dividends Payable 1,100,000 Deferred Income Tax – non current 3,287,524 Derivative – contingent value right 231,384 Total liabilities assumed 14,644,630 Net Assets Acquired $ 15,800,000

4. Property and Equipment (Tabl

4. Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2015
Property And Equipment Tables
Principal categories and estimated useful lives of property and equipment	Estimated 2015 2014 Useful Lives Office equipment $ 1,490,297 $ 1,564,404 5 years Furniture and fixtures 2,049,525 277,499 7 years Vehicles 13,567 13,567 5 Years Computer software 732,842 276,613 3 to 5 years Leasehold improvements 159,361 114,572 ** Land 226,261 266,765 N/A 4,671,853 2,513,420 Less: accumulated depreciation (889,465 ) (764,789 ) $ 3,782,388 $ 1,748,631

5. Marketable Securities Clas38

5. Marketable Securities Classified as Trading Securities (Tables)	12 Months Ended
	Dec. 31, 2015
Marketable Securities Classified As Trading Securities Tables
Schedule of unrealized holding loss	Fair Market Holding Cost Value Gain (Loss) December 31, 2015 $ 42,504 $ 33,366 $ (5,497 ) December 31, 2014 $ 42,504 $ 38,863 $ 2,353

8. Accrued Expenses (Tables)

8. Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2015
Accrued Expenses Tables
Summary of accrued expenses	2015 2014 Accrued payroll $ 913,907 $ 1,404,815 Accrued vacation 318,684 292,775 Other accrued liabilities 1,327,457 937,313 $ 2,560,048 $ 2,634,903

10. Long-Term Debt (Tables)

10. Long-Term Debt (Tables)	12 Months Ended
	Dec. 31, 2015
Long-term Debt Tables
Schedule of long-term debt instruments	2015 2014 Xerox Copier Lease, due in 63 installments of $145. ending in April 2018. Payments include interest at 4%. $ 3,873 $ 5,426 3,873 5,426 Current portion (1,500 ) (1,500 ) Long-term portion $ 2,373 $ 3,926

11. Stockholders' Equity (Table

11. Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2015
Stockholders Equity Tables
Share-Based Payment Award, Stock Options, Valuation Assumptions	Years Ended December 31, 2015 December 31, 2014 Exercise price $ 1.20 - $2.32 $ 0.54 - $2.00 Risk free interest rate 0.80% to 1.84% 0.66% to 2.09% Volatility 27.62% - 60.7 % 29.65% - 37.13 % Expected Term 2.5 Years – 5.5 Years 2.5 Years - 6 Years Dividend yield None None
Schedule of Stock Incentive Plan	Weighted Average Outstanding Options Exercise Price Outstanding at December 31, 2013 5,639,864 $ 0.83 Issued 6,585,000 $ 0.80 Exercised (33,334 ) $ 0.70 Forfeitures (881,666 ) $ 0.85 Outstanding at December 31, 2014 11,309,864 $ 0.81 Issued 3,140,000 $ 1.37 Exercised (3,053,397 ) $ 0.66 Forfeitures (1,036,383 ) $ 1.07 Outstanding at December 31, 2015 10,360,084 $ 1.01 Exercisable at December 31, 2015 7,439,084 $ 0.97
Share-Based Payment Award, Warrants, Valuation Assumptions	Years Ended December 31, 2015 December 31, 2014 Exercise price $ 1.50 $ 0.75 - $1.12 Risk free interest rate 0.39% to 0.46% 0.63% to 1.87% Volatility 26.47% - 26.66 % 28.93% - 36.91 % Expected Term 1.5 Years 2.5 Years – 5.75 Years Dividend yield None None
Schedule of Warrants Activity under incentive plan	Outstanding Warrants Weighted Average Outstanding at December 31, 2013 19,112,360 $ 1.11 Issued 927,000 $ 1.05 Exercised (1,186,300 ) $ 0.71 Cancelled (100,000 ) $ 0.75 Outstanding at December 31, 2014 18,753,060 $ 1.06 Issued 15,848,643 $ 1.09 Exercised (1,546,308 ) $ 0.76 Cancelled (7,187,642 ) $ 0.80 Outstanding at December 31, 2015 25,867,753 $ 1.16

12. Income Taxes (Tables)

12. Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2015
Income Taxes Tables
Significant components of the income tax benefit (expense)	2015 2014 Current provision: Federal $ 0 $ 0 State 0 0 Foreign (81,273 ) Deferred provision: Federal 1,579,747 0 State 744,223 Foreign (2,780 ) 0 $ 2,239,917 $ 0
Reconciliation of the statutory federal income tax rate to the entity's effective income tax rate on income before income taxes	2015 2014 Federal statutory rate 34.0 % 34.0 % State income taxes, net of federal income tax benefit 7.0 0.7 Book derivative income (expense) 13.4 (14.2 ) Dividend income from Canadian subsidiary (6.6 ) -- Section 78 Gross up (2.5 ) -- Stock compensation expense (5.2 ) (1.1 ) Acquisition costs (2.4 ) -- Taxes related to foreign operations 2.1 -- Officers’ life insurance (0.7 ) (0.1 ) Goodwill impairment -- (6.6 ) Intangibles impairment -- (0.3 ) Change in valuation allowance (16.9 ) (10.6 ) Other (1.5 ) (1.8 ) 20.9 % 0 %
Components of deferred tax assets and liabilities	2015 2014 Deferred income tax assets: Operating loss carry forward $ 9,608,605 $ 5,260,000 Acquired NOL – Ecological acquisition 64,654 164,910 Accrued compensation - 92,000 Allowance for doubtful accounts 150,354 141,000 Transaction costs capitalized 48,238 - Intangible assets - 1,886,000 Dividend withheld tax credit 80,819 - Property, Plant and Equipment 61,715 - Charitable contribution carryforward 8,312 - Foreign tax credit on repatriated earnings 436,518 - Cumulative Eligible Capital Deduction - Canada 54,682 0 Total deferred tax assets 10,513,897 7,543,910 Less: valuation allowance (9,199,787 ) (7,543,910 ) Deferred income tax assets $ 1,314,110 $ - Deferred income tax liabilities: Intangibles Assets – IPSA acquisition $ (1,116,610 ) $ - Property and equipment - (85,000 ) Repatriated earnings of foreign subsidiaries (141,091 ) - Total deferred tax liabilities (1,257,701 ) (85,000 ) Net deferred tax assets / (liabilities) $ 56,409 $ (85,000 )

13. Net Loss Per Share (Tables)

13. Net Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2015
Net Loss Per Share Tables
Computation of net income (loss) per share	2015 2014 Basic: Numerator –net loss attributable to common stockholders $ (8,744,398 ) $ (26,033,922 ) Denominator – weighted – average shares outstanding 70,581,243 30,345,422 Net loss per share – Basic and diluted $ (0.12 ) $ (0.86 ) Incremental common shares (not included due to their anti-dilutive nature) : Stock options 10,360,084 11,309,864 Stock warrants 25,867,753 18,753,060 Convertible preferred stock – Series B - 1,080,000 Convertible preferred stock – Series C 7,142,856 7,142,856 Convertible preferred stock – Series D - - Convertible Notes 1,428,571 1,607,143 44,799,264 39,892,923

14. Commitments and Contingen44

14. Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2015
Commitments And Contingencies Tables
Future minimum payments under non-cancelable operating leases and non-cancelable contracts	2016 $ 1,270,509 2017 $ 1,117,855 2018 $ 734,166 2019 $ 420,568 2020 $ 342,891 2021 $ 55,600

19. Segment Information (Tables

19. Segment Information (Tables)	12 Months Ended
	Dec. 31, 2015
Segment Information Tables
Summary of segment information	Year Ended December 31, 2015 Cyber Solutions Business Advisory Solutions * Energy Solutions Total Revenue $ 2,975,583 $ 24,588,203 $ 1,794,643 $ 29,358,429 Income (Loss) from Operations before Overhead $ (4,446,716 ) $ (676,777 ) $ (784,732 ) $ (5,908,245 ) Allocated Corporate Overhead 2,034,785 4,719,903 599,732 7,354,420 Loss from Operations $ (6,481,501 ) $ (5,396,680 ) $ (1,384,464 ) $ (13,262,665 ) Assets $ 5,054,281 $ 23,530,701 $ 2,003,822 $ 30,588,804 Year Ended December 31, 2014 Cyber Solutions Business Advisory Solutions * Energy Solutions Total Revenue $ 4,076,050 $ 12,964,920 $ 3,134,518 $ 20,175,488 Income (Loss) from Operations before Overhead $ (106,312 ) $ 1,332,555 $ (2,352,884 ) $ (1,126,641 ) Allocated Corporate Overhead 1,529,255 3,198,644 1,686,248 6,414,147 Loss from Operations $ (1,635,567 ) $ (1,866,089 ) $ (4,039,132 ) $ (7,540,788 ) Assets $ 3,392,939 $ 5,928,331 $ 2,543,370 $ 11,864,640

20. Summary Pro-Forma Financi46

20. Summary Pro-Forma Financial Information (unaudited) (Tables)	12 Months Ended
	Dec. 31, 2015
Summary Pro-forma Financial Information Tables
Unaudited pro-forma data	December 31, 2015 December 31, 2014 Net revenues $ 34,390,577 $ 61,454,454 Operating loss (12,841,292 ) (7,109,581 ) Net loss per share – basic $ (0.18 ) $ (0.18 ) Net loss per share- diluted $ (0.18 ) $ (0.18 )

1. Description of Business an47

1. Description of Business and Summary of Significant Accounting Policies (Details)	Dec. 31, 2015USD ($)
Description Of Business And Summary Of Significant Accounting Policies Details
December 31, 2016	$ 1,311,836
December 31, 2017	862,103
December 31, 2018	790,429
December 31, 2019	781,262
December 31, 2020	220,838
Thereafter	1,543,174
Amortization expense related to intangible assets	$ 5,509,642

1. Description of Business an48

1. Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Description Of Business And Summary Of Significant Accounting Policies Details
Allowance for doubtful accounts	$ 383,503	$ 356,597
Impairment write-down of goodwill		6,363,630
Goodwill	$ 15,676,246	4,352,177
Net of accumulated impairment	16,969,662	16,969,662
Intangible assets gross	7,245,112	664,648
Accumulated amortization of intangible assets	1,735,470	513,025
Amortization expense on intangible assets	$ 1,222,446	$ 222,476

2. Fair Value Measurements (Det

2. Fair Value Measurements (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Fair Value Measurements Details
Expected Life (Years)	2 months 12 days	1 year 2 months 12 days
Risk Free Rate	0.15%	0.32%
Volatility	38.06%	26.78%
Probability of a Capital Raise	100%	8-95%

2. Fair Value Measurements (D50

2. Fair Value Measurements (Details 1) - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Derivative Liability - Common Stock Purchase Warrants	$ 3,540,084	$ 10,651,239
Fair Value, Inputs, Level 3 [Member]
Derivative Liability - Common Stock Purchase Warrants	633,046	6,305,260
Fair Value, Inputs, Level 2 [Member]
Derivative Liability - Common Stock Purchase Warrants	$ 2,907,038	$ 4,345,979	$ 344,383
Debentures
Derivative Liability - Common Stock Purchase Warrants
Class B Preferred Stock
Derivative Liability - Common Stock Purchase Warrants		$ 794,633
Series D Preferred Stock
Derivative Liability - Common Stock Purchase Warrants	$ 2,904,849	3,325,449
Class C Preferred Stock [Member]
Derivative Liability - Common Stock Purchase Warrants	$ 633,046	$ 6,305,260
Debentures | Fair Value, Inputs, Level 3 [Member]
Derivative Liability - Common Stock Purchase Warrants
Debentures | Fair Value, Inputs, Level 2 [Member]
Derivative Liability - Common Stock Purchase Warrants			10,207
Class B Preferred Stock | Fair Value, Inputs, Level 3 [Member]
Derivative Liability - Common Stock Purchase Warrants
Class B Preferred Stock | Fair Value, Inputs, Level 2 [Member]
Derivative Liability - Common Stock Purchase Warrants		$ 794,633	24,277
Promissory Notes
Derivative Liability - Common Stock Purchase Warrants	$ 2,189	$ 225,897
Promissory Notes | Fair Value, Inputs, Level 3 [Member]
Derivative Liability - Common Stock Purchase Warrants
Promissory Notes | Fair Value, Inputs, Level 2 [Member]
Derivative Liability - Common Stock Purchase Warrants	$ 2,189	$ 225,897	85,824
Series D Preferred Stock | Fair Value, Inputs, Level 3 [Member]
Derivative Liability - Common Stock Purchase Warrants
Series D Preferred Stock | Fair Value, Inputs, Level 2 [Member]
Derivative Liability - Common Stock Purchase Warrants	$ 2,904,849	$ 3,325,449	224,075
Class C Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative Liability - Common Stock Purchase Warrants	$ 633,046	$ 6,305,260	$ 382,610
Class C Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member]
Derivative Liability - Common Stock Purchase Warrants

2. Fair Value Measurements (D51

2. Fair Value Measurements (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Beginning Balance	$ 10,651,239
Ending Balance	3,540,084	$ 10,651,239
Promissory Notes
Beginning Balance	225,897
Ending Balance	2,189	225,897
Fair Value, Inputs, Level 2 [Member]
Beginning Balance	4,345,979	344,383
Total unrealized (gains) or losses included in net income or (loss)	(376,930)	4,422,103
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants	$ (1,062,011)	(420,507)
Release of contingent value right
Reclassification to equity resulting from the warrant exchange agreement
Ending Balance	$ 2,907,038	4,345,979
Fair Value, Inputs, Level 2 [Member] | Debentures
Beginning Balance		10,207
Total unrealized (gains) or losses included in net income or (loss)		120,343
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants		$ (130,550)
Release of contingent value right
Reclassification to equity resulting from the warrant exchange agreement
Ending Balance
Fair Value, Inputs, Level 2 [Member] | Class B Preferred Stock
Beginning Balance	$ 794,633	$ 24,277
Total unrealized (gains) or losses included in net income or (loss)	21,079	777,865
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants	$ (815,712)	(7,509)
Release of contingent value right
Reclassification to equity resulting from the warrant exchange agreement
Ending Balance		794,633
Fair Value, Inputs, Level 2 [Member] | Promissory Notes
Beginning Balance	$ 225,897	85,824
Total unrealized (gains) or losses included in net income or (loss)	12,722	422,521
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants	$ (236,430)	(282,448)
Release of contingent value right
Reclassification to equity resulting from the warrant exchange agreement
Ending Balance	$ 2,189	225,897
Fair Value, Inputs, Level 2 [Member] | Series D Preferred Stock
Beginning Balance	3,325,449	224,075
Total unrealized (gains) or losses included in net income or (loss)	(410,731)	$ 3,101,374
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants	$ (9,869)
Release of contingent value right
Reclassification to equity resulting from the warrant exchange agreement
Ending Balance	$ 2,904,849	$ 3,325,449
Fair Value, Inputs, Level 2 [Member] | Class C Preferred Stock [Member]
Beginning Balance
Ending Balance
Fair Value, Inputs, Level 3 [Member]
Beginning Balance	$ 6,305,260
Ending Balance	$ 633,046	$ 6,305,260
Fair Value, Inputs, Level 3 [Member] | Debentures
Beginning Balance
Ending Balance
Fair Value, Inputs, Level 3 [Member] | Class B Preferred Stock
Beginning Balance
Ending Balance
Fair Value, Inputs, Level 3 [Member] | Promissory Notes
Beginning Balance
Ending Balance
Fair Value, Inputs, Level 3 [Member] | Series D Preferred Stock
Beginning Balance
Ending Balance
Fair Value, Inputs, Level 3 [Member] | Class C Preferred Stock [Member]
Beginning Balance	$ 6,305,260	$ 382,610
Total unrealized (gains) or losses included in net income or (loss)	(3,036,281)	$ 5,922,650
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants	$ (17,884)
Release of contingent value right
Reclassification to equity resulting from the warrant exchange agreement	$ (2,618,049)
Ending Balance	$ 633,046	$ 6,305,260
Fair Value, Inputs, Level 3 [Member] | Derivative Liability Contingent Value Right [Member]
Beginning Balance
Total unrealized (gains) or losses included in net income or (loss)	$ (231,384)
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants
Release of contingent value right	$ 231,384
Reclassification to equity resulting from the warrant exchange agreement
Ending Balance
Grand Total Fair Value Measurements Using Both Level 2 and Level 3 Inputs
Beginning Balance	$ 10,651,239	$ 726,993
Total unrealized (gains) or losses included in net income or (loss)	(3,644,594)	10,344,753
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants	(1,079,895)	(420,507)
Release of contingent value right	231,384
Reclassification to equity resulting from the warrant exchange agreement	(2,618,049)
Ending Balance	$ 3,540,084	$ 10,651,239

3. Acquisitions (Details)

3. Acquisitions (Details) - Root9B, LLC [Member]	Dec. 31, 2015USD ($)
Consideration	$ 15,800,000
Assets Acquired:
Current assets	11,798,564
Property and Equipment, net	29,180
Other long term assets	712,353
Intangible assets	6,580,464
Goodwill	11,324,069
Total assets acquired	30,444,630
Liabilities assumed
Accounts payable	1,546,117
Factored Receivables Obligation	6,488,748
Accrued Expenses	1,990,857
Dividends Payable	1,100,000
Deferred Income Tax - non current	3,287,524
Derivative - contingent value right	231,384
Total liabilities assumed	14,644,630
Net assets acquired	$ 15,800,000

4. Property and Equipment (Deta

4. Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Principal categories and estimated useful life of property and equipment
Property and equipment, gross	$ 4,671,853	$ 2,513,420
Less: accumulated depreciation	(889,465)	(764,789)
Property and equipment, net	3,782,388	1,748,631
Office Equipment [Member]
Principal categories and estimated useful life of property and equipment
Property and equipment, gross	$ 1,490,297	1,564,404
Property and equipment, Estimated Useful Lives	5 years
Furniture and Fixtures [Member]
Principal categories and estimated useful life of property and equipment
Property and equipment, gross	$ 2,049,525	277,499
Property and equipment, Estimated Useful Lives	7 years
Vehicles [Member]
Principal categories and estimated useful life of property and equipment
Property and equipment, gross	$ 13,567	13,567
Property and equipment, Estimated Useful Lives	5 years
Computer Software [Member]
Principal categories and estimated useful life of property and equipment
Property and equipment, gross	$ 732,842	276,613
Computer Software [Member] | Minimum [Member]
Principal categories and estimated useful life of property and equipment
Property and equipment, Estimated Useful Lives	3 years
Computer Software [Member] | Maximum [Member]
Principal categories and estimated useful life of property and equipment
Property and equipment, Estimated Useful Lives	5 years
Leasehold Improvements [Member]
Principal categories and estimated useful life of property and equipment
Property and equipment, gross	$ 159,361	114,572
Land [Member]
Principal categories and estimated useful life of property and equipment
Property and equipment, gross	$ 226,261	$ 266,765

5. Marketable Securities Clas54

5. Marketable Securities Classified as Trading Securities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Marketable Securities Classified As Trading Securities Details
Cost	$ 42,504	$ 42,504
Fair Market Value	33,366	38,863
Holding Gain (Loss)	$ (5,497)	$ 2,353

6. Investment in Limited Liab55

6. Investment in Limited Liability Company (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Investment In Limited Liability Company Details Narrative
Recognized income when capital distributions are received	$ 3,600	$ 3,600

7. Goodwill Impairment (Details

7. Goodwill Impairment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Goodwill Impairment Details Narrative
Impairment write-down of goodwill		$ 6,363,630
Goodwill	$ 15,676,246	4,352,177
Accumulated impairment of goodwill	$ 16,969,662	$ 16,969,662

8. Accrued Expenses (Details)

8. Accrued Expenses (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Summary of accrued expenses
Accrued payroll	$ 913,907	$ 1,404,815
Accrued vacation	318,684	292,775
Other accrued liabilities	1,327,457	937,313
Accrued expenses	$ 2,560,048	$ 2,634,903

9. Notes Payable (Details Narra

9. Notes Payable (Details Narrative) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Notes Payable Details Narrative
Notes payable	$ 1,540,693	$ 1,670,765

10. Long-Term Debt (Details)

10. Long-Term Debt (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Long-term Debt Details
Xerox Copier Lease, due in 63 monthly installments of $145.12ending in April 2018. Payments include interest at 4%.	$ 3,873	$ 5,426
Long-term debt, including current portion	3,873	5,426
Current portion	(1,500)	(1,500)
Long-term portion	$ 2,373	$ 3,926

11. Stockholders' Equity (Detai

11. Stockholders' Equity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Stock Options [Member]
Dividend yield	0.00%	0.00%
Stock warrants [Member]
Exercise price	$ 1.50
Expected Term	1 year 6 months
Dividend yield	0.00%	0.00%
Minimum [Member] | Stock Options [Member]
Exercise price	$ 1.20	$ 0.54
Risk free interest rate	0.80%	0.66%
Volatility	27.62%	29.65%
Expected Term	2 years 6 months	2 years 6 months
Minimum [Member] | Stock warrants [Member]
Exercise price	$ 1.50	$ 1.12
Risk free interest rate	0.39%	0.63%
Volatility	26.47%	28.93%
Expected Term	1 year 6 months	2 years 6 months
Maximum [Member] | Stock Options [Member]
Exercise price	$ 2.32	$ 2
Risk free interest rate	1.84%	2.09%
Volatility	60.70%	37.13%
Expected Term	5 years 5 months	6 years
Maximum [Member] | Stock warrants [Member]
Exercise price	$ 1.12	$ 0.75
Risk free interest rate	0.46%	1.87%
Volatility	26.66%	36.91%
Expected Term		5 years 9 months

11. Stockholders' Equity (Det61

11. Stockholders' Equity (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Weighted Average Exercise Price
Issued	$ 0.51	$ 0.21
Stock Options [Member]
Outstanding beginning balance	11,309,864	5,639,864
Issued	3,140,000	6,585,000
Exercised	(3,053,397)	(33,334)
Forfeitures	(1,036,383)	(881,666)
Outstanding ending balance	10,360,084	11,309,864
Exercisable ending balance	7,439,084
Weighted Average Exercise Price
Outstanding beginning balance	$ 0.81	$ 0.83
Issued	1.37	0.80
Exercised	0.66	0.70
Forfeitures	1.07	0.85
Outstanding ending balance	1.01	$ 0.81
Exercisable ending balance	$ 0.97
Stock warrants [Member]
Outstanding beginning balance	18,753,060	19,112,360
Issued	15,848,643	927,000
Exercised	(1,546,308)	(1,186,300)
Forfeitures	(7,187,642)	(100,000)
Outstanding ending balance	25,867,753	18,753,060
Weighted Average Exercise Price
Outstanding beginning balance	$ 1.06	$ 1.11
Issued	1.09	1.05
Exercised	0.76	0.71
Forfeitures	0.80	0.75
Outstanding ending balance	$ 1.16	$ 1.06

11. Stockholders' Equity (Det62

11. Stockholders' Equity (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Common Stock
Stock issued in conversion of convertible securities	10,000,000	18,081,392
Stock issued equity financing transactions	12,131,453
Stock issued as dividends on preferred stock	262,176	2,294,487
Stock issued Conversion of Preferred Stock	1,080,000	18,081,392
Stock issued exercise of options	3,053,273	33,334
Stock issued exercise of warrants	1,379,306	795,095
Shares issued exchange for services	200,000
Principal and interest of outstanding convertible promissory notes	214,287
Deferred tax asset	$ 1,314,110
7% Series B Convertible Preferred Stock
Shares Outstanding	0	1,080,000
7% Class C Convertible Preferred Stock
Shares Outstanding	2,380,952	2,380,952
Stock Options and Warrants
Number of shares authorized under the plan		20,000,000
Plan shares available to issue	9,639,916
Compensation expense	$ 1,129,000	$ 757,000
Fair value of stock options granted	$ 0.51	$ 0.21
Weighted-average remaining contractual life for options outstanding	6 years 9 months 18 days
Weighted-average remaining contractual life for options exercisable	5 years 10 months 24 days
Aggregate intrinsic value of options outstanding	$ 4,396,128	$ 8,588,909
Aggregate intrinsic value of options exercisable	3,379,022	5,998,770
Unrecognized compensation cost	2,270,855
Expense related to warrants issued for services	$ 18,000	$ 38,000
Warrants to purchase shares of common stock in exchange for service	75,000	297,000
Warrants to purchase shares of common stock	1,546,308	1,186,300
Warrants to purchase shares of common stock exercise price	$ 0.76	$ 0.71
Proceeds from warrant issued	$ 881,335	$ 438,550
Warrant issued exercises	1,379,306	795,095

13. Income Taxes (Details)

13. Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Current provision:
Federal	$ 0	$ 0
State	0	0
Foreign	(81,273)	0
Deferred provision:
federal	1,579,747	0
State	744,223	0
Foreign	(2,780)	0
Income tax expense (benefit)	$ 2,239,917	$ 0

13. Income Taxes (Details 1)

13. Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Reconciliation of the statutory federal income tax rate to the entity's effective income tax rate on income before income taxes
Federal statutory rate	34.00%	34.00%
State income taxes, net of federal income tax benefit	7.00%	0.70%
Book derivative income (expense)	13.40%	(14.20%)
Dividend income from Canadian subsidiary	(6.60%)
Section 78 Gross up	(2.50%)
Stock compensation expense	(5.20%)	(1.10%)
Acquisition costs	(2.40%)
Taxes related to foreign operations	2.10%
Officers' life insurance	(0.70%)	(0.10%)
Goodwill impairment	0.00%	(6.60%)
Intangibles impairment	0.00%	(0.30%)
Change in valuation allowance	(16.90%)	(10.60%)
Other	(1.50%)	(1.80%)
Effective income tax rate	20.90%	0.00%

13. Income Taxes (Details 2)

13. Income Taxes (Details 2) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred income tax assets:
Operating loss carry forward	$ 9,608,605	$ 5,260,000
Acquired NOL - Ecological acquisition	64,654	164,910
Accrued compensation		92,000
Allowance for doubtful accounts	150,354	$ 141,000
Transaction costs capitalized	48,238
Intangible assets		$ 1,886,000
Dividend withheld tax credit	80,819
Property, Plant and Equipment	61,715
Charitable contribution carryforward	8,312
Foreign tax credit on repatriated earnings	436,518
Cumulative Eligible Capital Deduction - Canada	54,682	$ 0
Total deferred tax assets	10,513,897	7,543,910
Less: valuation allowance	(9,199,787)	$ (7,543,910)
Deferred income tax assets	1,314,110
Deferred income tax liabilities:
Intangibles Assets – IPSA acquisition	(1,116,610)
Property and equipment		$ (85,000)
Repatriated earnings of foreign subsidiaries	(141,091)
Total deferred tax liabilities	(1,257,701)	$ (85,000)
Net deferred tax assets / (liabilities)	$ 56,409	$ (85,000)

13. Income Taxes (Details Narra

13. Income Taxes (Details Narrative)	Dec. 31, 2015USD ($)
Income Taxes Details Narrative
Valuation allowance on current and non-current deferred tax assets	$ 9,256,196
Valuation allowance on net operating loss carryforwards	$ 9,673,259

13. Net Loss Per Share (Details

13. Net Loss Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Basic
Numerator -net loss attributable to common stockholders	$ (8,744,398)	$ (26,033,922)
Denominator - weighted - average shares outstanding (in shares)	70,581,243	30,345,422
Net loss per share - Basic and diluted (in dollars per share)	$ (0.12)	$ (0.86)
Incremental common shares (not included due to their anti-dilutive nature)
Incremental common shares not included due to their antidilutive nature (in shares)	44,799,264	39,892,923
Stock Options [Member]
Incremental common shares (not included due to their anti-dilutive nature)
Incremental common shares not included due to their antidilutive nature (in shares)	10,360,084	11,309,864
Stock warrants [Member]
Incremental common shares (not included due to their anti-dilutive nature)
Incremental common shares not included due to their antidilutive nature (in shares)	25,867,753	18,753,060
Class B Preferred Stock
Incremental common shares (not included due to their anti-dilutive nature)
Incremental common shares not included due to their antidilutive nature (in shares)		1,080,000
Class C Preferred Stock [Member]
Incremental common shares (not included due to their anti-dilutive nature)
Incremental common shares not included due to their antidilutive nature (in shares)	7,142,856	7,142,856
Series D Redeemable Convertible Preferred Stock
Incremental common shares (not included due to their anti-dilutive nature)
Incremental common shares not included due to their antidilutive nature (in shares)
Convertible Notes [Member]
Incremental common shares (not included due to their anti-dilutive nature)
Incremental common shares not included due to their antidilutive nature (in shares)	1,428,571	1,607,143

14. Commitments and Contingen68

14. Commitments and Contingencies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Future minimum payments under non-cancelable operating leases and non-cancelable contracts
2,016	$ 1,270,509
2,017	1,117,855
2,018	734,166
2,019	420,568
2,020	342,891
2,021	55,600
Operating leases expenses	1,342,592	$ 677,989
Rent expense	$ 177,236	$ 172,074

15. Receivables sold with rec69

15. Receivables sold with recourse (Details Narrative)	Dec. 31, 2015USD ($)
Receivables Sold With Recourse
Full recourse receivables	$ 0

16. Employee Benefit Plan (Deta

16. Employee Benefit Plan (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Employee Benefit Plan Details Narrative
Contributions to the plan by the employer	$ 50,140	$ 51,296

17. Advertising (Details Narrat

17. Advertising (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Advertising Details Narrative
Advertising expense	$ 25,097	$ 4,435

18. Major Customers (Details Na

18. Major Customers (Details Narrative) - Installments	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number of major customer	5
Customer Concentration Risk [Member]
Percentage of total revenue	50.00%	34.00%

19. Segment Information (Detail

19. Segment Information (Details) - USD ($)		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014
Revenue
Revenue		$ 29,358,429	$ 20,175,488
Income (loss) from operations before overhead		(5,908,245)	(1,126,641)
Allocated corporate overhead		7,354,420	6,414,147
Loss from Operations		(13,262,665)	(7,540,788)
Assets		30,588,804	11,864,640
Cyber Solutions [Member]
Revenue
Revenue		2,975,583	4,076,050
Income (loss) from operations before overhead		(4,446,716)	(106,312)
Allocated corporate overhead		2,034,785	1,529,255
Loss from Operations		(6,481,501)	(1,635,567)
Assets		5,054,281	3,392,939
Business Advisory Solutions [Member]
Revenue
Revenue	[1]	24,588,203	12,964,920
Income (loss) from operations before overhead	[1]	(676,777)	1,332,555
Allocated corporate overhead	[1]	4,719,903	3,198,644
Loss from Operations	[1]	(5,396,680)	(1,866,089)
Assets	[1]	23,530,701	5,928,331
Energy Solutions [Member]
Revenue
Revenue		1,794,643	3,134,518
Income (loss) from operations before overhead		(784,732)	(2,352,884)
Allocated corporate overhead		599,732	1,686,248
Loss from Operations		(1,384,464)	(4,039,132)
Assets		$ 2,003,822	$ 2,543,370
[1]	The Company acquired IPSA International, Inc. on February 9, 2015 and this business is included in the Business Advisory Solutions segment as of the acquisition date.

20. Summary Pro-Forma Financi74

20. Summary Pro-Forma Financial Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Summarizes of unaudited pro-forma data
Net revenues	$ 34,390,577	$ 61,454,454
Operating loss	$ (12,841,292)	$ (7,109,581)
Net loss per share - basic	$ (0.18)	$ (0.18)
Net loss per share - diluted	$ (0.18)	$ (0.18)

22. Related Party Transactions

22. Related Party Transactions (Details)	12 Months Ended
	Dec. 31, 2015USD ($)
ZITO Partners [Member]
Related Party Transaction [Line Items]
Public relations and marketing expenses	$ 148,945
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Due to officers	$ 222,000

23. Liquidity and Capital Res76

23. Liquidity and Capital Resources (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Liquidity And Capital Resources Details Narrative
Cash and Cash Equivalents	$ 795,682	$ 765,099	$ 7,003,773
Increase in cash	30,583	(6,238,674)
Cash flow from operations	$ 11,800,000	$ 5,500,000

24. Subsequent Events (Details

24. Subsequent Events (Details Narrative)	Dec. 31, 2015USD ($)
Class B Preferred Stock
Accrued Dividends	$ 6,857