Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Cornerworld Corp | |
Entity Central Index Key | 1,338,242 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Trading Symbol | CWRL | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 2,444,052 | |
Entity Common Stock, Shares Outstanding | 4,655,338 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 1,268 | $ 94,857 |
Accounts receivable, net | 1,265 | 36,755 |
Prepaid expenses and other current assets | 9,969 | 24,637 |
Assets of discontinued operations | 31,555 | 24,414 |
Total current assets | $ 44,057 | $ 180,663 |
Property and equipment, net | ||
TOTAL ASSETS | $ 44,057 | $ 180,663 |
Current liabilities: | ||
Accounts payable | 145,249 | 166,732 |
Accrued expenses | 338,936 | 314,046 |
Notes payable related parties, current portion | 338,958 | 152,952 |
Deferred revenue | 499 | 75,687 |
Liabilities of discontinued operations | 9,378 | 90,387 |
Total current liabilities | $ 833,020 | 799,804 |
Long-term liabilities: | ||
Notes payable related parties, net of current portion | 186,006 | |
Total liabilities | $ 833,020 | $ 985,810 |
Commitments and Contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.001 par value, 250,000,000 shares authorized; 4,655,338 shares issued and outstanding, at December 31, 2015 and 2014 | $ 162,937 | $ 162,937 |
Additional paid-in capital | 11,812,349 | 11,806,865 |
Accumulated deficit | (12,764,249) | (12,774,949) |
Total stockholders' equity (deficit) | (788,963) | (805,147) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 44,057 | $ 180,663 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 4,655,338 | 4,655,338 |
Common stock, outstanding | 4,655,338 | 4,655,338 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Sales, net | $ 592,756 | $ 406,219 | $ 744,066 |
Costs of goods sold | 191,711 | 153,054 | 368,883 |
Gross profit | 401,045 | 253,165 | 375,183 |
Expenses: | |||
Selling, general and administrative expenses | 920,581 | $ 354,038 | 1,291,378 |
Depreciation and amortization | 23,281 | 6,099 | |
Total operating expenses | 943,862 | $ 354,038 | 1,297,477 |
Operating loss | (542,817) | (100,873) | (922,294) |
Other income (expense), net: | |||
Interest expense | (37,171) | (28,071) | (26,845) |
Other income (expense), net | (2) | (204) | (3,313) |
Total other expense, net | (37,173) | (28,275) | (30,158) |
Loss before income taxes | $ (579,990) | $ (129,148) | $ (952,452) |
Income taxes | |||
Loss from continuing operations | $ (579,990) | $ (129,148) | $ (952,452) |
Income from discontinued operations, net of tax | 375,681 | $ 139,848 | $ (46,723) |
Gain from disposal of discontinued operations, net of tax | 2,788,543 | ||
Net income (loss) | $ 2,584,234 | $ 10,700 | $ (999,175) |
Basic earnings (loss) per share from continuing operations (in dollars per share) | $ (0.13) | $ (0.03) | $ (0.21) |
Basic earnings per share from discontinued operations (in dollars per share) | 0.71 | 0.03 | (0.01) |
Basic earnings (loss) per share (in dollars per share) | 0.58 | 0 | (0.22) |
Diluted earnings (loss) per share from continuing operations (in dollars per share) | (0.12) | (0.03) | (0.21) |
Diluted earnings per share from discontinued operations (in dollars per share) | 0.68 | 0.03 | (0.01) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.55 | $ 0 | $ (0.22) |
Basic weighted average number shares outstanding (in shares) | 4,487,738 | 4,655,338 | 4,625,148 |
Diluted weighted average number shares outstanding (in shares) | 4,662,978 | 4,655,338 | 4,625,148 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Apr. 30, 2013 | $ 157,313 | $ 11,783,945 | $ (14,360,008) | $ (2,418,750) |
Balance at beginning (in shares) at Apr. 30, 2013 | 4,494,669 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Return of shares to treasury | $ (500) | 500 | ||
Return of shares to treasury (in shares) | (14,286) | |||
Stock-based compensation expense | $ 16,779 | $ 16,779 | ||
Net income | $ 2,584,234 | 2,584,234 | ||
Balance at end at Dec. 31, 2013 | $ 156,813 | $ 11,801,224 | $ (11,775,774) | $ 182,263 |
Balance at end (in shares) at Dec. 31, 2013 | 4,480,383 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of warrants | $ 6,124 | (6,124) | ||
Exercise of warrants (in shares) | 174,955 | |||
Stock-based compensation expense | $ 11,765 | $ 11,765 | ||
Net income | $ (999,175) | (999,175) | ||
Balance at end at Dec. 31, 2014 | $ 162,937 | $ 11,806,865 | $ (12,774,949) | (805,147) |
Balance at end (in shares) at Dec. 31, 2014 | 4,655,338 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation expense | $ 5,484 | 5,484 | ||
Net income | $ 10,700 | 10,700 | ||
Balance at end at Dec. 31, 2015 | $ 162,937 | $ 11,812,349 | $ (12,764,249) | $ (788,963) |
Balance at end (in shares) at Dec. 31, 2015 | 4,655,338 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ 2,584,234 | $ 10,700 | $ (999,175) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |||
Depreciation | 23,281 | $ 6,099 | |
Amortization of loan discounts | 7,045 | ||
Provision for doubtful accounts | 41,538 | $ 17,137 | $ 87,253 |
Stock-based compensation | 16,779 | 5,484 | 11,765 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | |||
Accounts receivable | (8,074) | 18,353 | (44,334) |
Prepaid expenses and other current assets | (35,406) | $ 14,668 | $ 84,045 |
Other assets | 31 | ||
Accounts payable | (773,665) | $ (21,483) | $ 54,139 |
Accrued expenses | (478,291) | 24,890 | (23,146) |
Deferred revenue | 9,587 | (75,188) | 5,365 |
Changes in assets and liabilities of discontinued operations | (871,192) | (88,150) | 63,618 |
Net cash provided by (used in) operating activities | 515,867 | $ (93,589) | $ (754,371) |
Cash Flows from Investing Activities | |||
Proceeds from the sale of subsidiary | 8,300,000 | ||
Proceeds from the sale of property and equipment | 695 | ||
Net cash provided by investing activities | 8,300,695 | ||
Cash Flows from Financing Activities | |||
Financing fees | (249,000) | ||
Principal payments on debt | (4,791,316) | ||
Principal payments on related party notes payable | (2,037,915) | ||
Settlement of warrant | (929,017) | ||
Payments on capital lease | (384) | ||
Net cash used in financing activities | (8,007,632) | ||
Net increase (decrease) in cash | 808,930 | $ (93,589) | $ (754,371) |
Cash at beginning of period | 40,298 | 94,857 | 849,228 |
Cash at end of period | 849,228 | $ 1,268 | $ 94,857 |
Cash paid for: | |||
Interest | $ 431,642 | ||
Income taxes |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Organization CornerWorld Corporation (“the Company”, “CornerWorld”, “we”, “our” or “us”) was incorporated in the State of Nevada, on November 9, 2004. The Company is a marketing company creating opportunities from the increased accessibility of content across mobile and internet platforms. The Company conducts its business through its main operating subsidiary Enversa Companies, LLC, a Texas limited liability company (“Enversa”). Enversa is a technology-oriented direct response marketing company. Enversa provides domain hosting, domain leasing, programmatic re-targeting and website management services on a recurring monthly basis. Spinoff On August 13, 2015, the Company’s Board of Directors formally approved a plan whereby the Company was authorized to split its telecommunications services segment, Woodland Holdings Corporation (“Woodland”) and Woodland’s wholly owned subsidiaries, in their entirety, into a separate reporting entity. On October 14, 2015, the US Securities and Exchange Commission (the “SEC”) formally informed the Company that the Woodland’s registration statement had become effective, clearing the way for the spin-off. Finally, on December 31, 2015, the Company’s Board of Directors spun-off Woodland to CornerWorld’s shareholders of record as of December 31, 2015 (the “Record Date”). CornerWorld shareholders, as of the Record Date, received shares in Woodland equal to their pro-rata ownership percentage of CornerWorld. For every share owned by the Company’s shareholders as of the Record Date, those same shareholders were issued 1 share of Woodland’s common stock. Woodland is in the process of taking the necessary actions whereby Woodland’s shares will be free-trading on the OTCXB exchange. The Company previously provided telecommunications services, including telephony and internet services, through Woodland’s wholly owned subsidiaries Phone Services and More, L.L.C., doing business as Visitatel (“PSM”) and T2 Communications, L.L.C. (“T 2 2 2 2 2 Woodland was also the previous owner of S Squared, LLC, doing business in the state of Texas as Ranger Wireless Solutions, LLC (“Ranger”) whose key asset was the patented 611 Roaming Service TM Woodland’s operations, along with those of its wholly owned subsidiaries, have been reported as discontinued operations in these consolidated financial statements. Reverse Stock Split On November 6, 2015, the Company effected a reverse stock split such that every 35 shares of common stock outstanding was automatically reverse-split into one share of common stock (the “Reverse Stock Split”). All share and per share information has been retroactively adjusted to reflect the Reverse Stock Split. Change in Fiscal Year The Company’s year-end is December 31. On April 29, 2014, the Company announced that it was changing its fiscal year end from April 30 to December 31. Accordingly, this annual report on form 10-K details the Company’s accounts as of December 31, 2015 and 2014 and its results of operations, cash flow and stockholders’ equity (deficit) for the years ended December 31, 2015 and 2014 along with the eight-month period December 31, 2013. See Note 13, Transition Period Comparative Data (unaudited), for more information with respect to our change in fiscal year end. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles (“GAAP”) in the United States of America and have been consistently applied in the preparation of the consolidated financial statements. The consolidated financial statements are stated in United States of America dollars. Receivables Accounts receivable include uncollateralized customer obligations due under normal trade terms requiring payment within 30-60 days from invoice date. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices. The carrying amount of accounts receivable is reduced by a valuation allowance for doubtful accounts that reflects management’s best estimate of the amounts that will not be collected based on historical collection trends. The allowance for doubtful accounts was $3,741 and $1,350 as of December 31, 2015 and 2014, respectively. Fair Value of Financial Instruments ASC No. 850 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amount of the Company’s cash and cash equivalents, accounts receivable, accounts receivable-related party, accounts payable, accounts payable-related party and accrued liabilities approximate their estimated fair values due to their short-term maturities. Notes payable are carried at their face value net of their issuance costs which management believes is a reasonable approximation for their fair value. Warrants with put features are carried at their minimum cash put value discounted for the time value of money. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these consolidated financial statements. Income Taxes The Company accounts for income taxes in accordance with ASC No. 740 which requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Basic and Diluted Earnings (Loss) Per Share In accordance with ASC 260, basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per share, if any, is computed similar to basic earnings (loss) per share except that the denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. Revenue Recognition The Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable and collectability is probable. Sales are recorded net of sales discounts. At Enversa, revenue is recognized monthly along with the related cost of revenue as services are rendered. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with an original maturity of three (3) months or less to be cash equivalents. Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method as follows: Computer equipment 3 years Office furniture 5 years Computer software packages 3 years Leasehold improvements 3 years Expenditures for maintenance and repairs which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its property and equipment for impairment. The Company’s property and equipment were fully depreciated as of December 31, 2015. Long-Lived Assets The Company accounts for its long-lived assets in accordance with ASC 360. The Company’s primary long-lived assets are property and equipment. ASC 360 requires a company to assess the recoverability of its long-lived assets whenever events and circumstances indicate the carrying value of an asset or asset group may not be recoverable from estimated future cash flows expected to result from its use and eventual disposition. Management reviews its long-lived assets annually. As previously noted, the Company’s property and equipment were fully depreciated as of December 31, 2015. Stock-Based Compensation The Company accounts for awards made under its two stock-based compensation plans pursuant to the fair value provisions of ASC No. 718. ASC No. 718 requires the recognition of stock-based compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options. ASC No. 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company accounts for stock-based compensation in accordance with ASC No. 718 and estimates its fair value based on using the Black-Scholes option pricing model. The Company’s determination of fair value of share-based payment awards is made as of their respective dates of grant using that option pricing model and is affected by the Company’s stock price as well as a number of subjective assumptions. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behavior. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility is based on comparable companies. These factors could change in the future, affecting the determination of stock based compensation expense in future periods. The Black-Scholes option pricing model was developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because the Company’s options have certain characteristics that are significantly different from traded options, the existing valuation models may not provide an accurate measure of the fair value of the Company’s options. Although the fair value of the Company’s options is determined in accordance with ASC No. 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The calculated compensation cost is recognized on a straight-line basis over the vesting period of the options. See also Note 8 Stock Based Compensation, for more details. Principles of Consolidation The accompanying consolidated financial statements include the accounts of CornerWorld Corporation, its wholly owned subsidiaries and entities determined to meet the definition of Variable Interest Entities. All significant intercompany transactions and balances have been eliminated in consolidation. Concentrations of Cash and Cash Equivalents Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Federal Deposit Insurance Corporation (FDIC) currently insures accounts at each institution for up to $250,000. At times, cash balances may exceed the FDIC insurance limit of $250,000. At December 31, 2015 and 2014 the Company had no balances in excess of that which is insured by the FDIC. Recent Accounting Pronouncements There were various accounting standards and interpretations issued during the year ended December 31, 2015, none of which are expected to have a material impact on the Company’s consolidated financial position, operations, or cash flows. Issuance of Stock for Non-Cash Consideration All issuances of the Company’s stock for non-cash consideration have been assigned a dollar amount equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. Reclassifications Certain prior year accounts have been reclassified to conform to the current year’s presentation. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 3. Discontinued Operations As previously noted, on August 13, 2015, the Company’s Board of Directors formally approved a plan whereby the Company was authorized to split Woodland’s and its wholly owned subsidiaries, in their entirety, into a separate reporting entity. On October 14, 2015, the SEC formally informed the Company that the Woodland’s registration statement had become effective. Finally, on December 31, 2015, the Company Board of Directors spun-off Woodland to CornerWorld’s shareholders of record as of the Record Date. As a result of the Spin-Off, Woodland’s operations, along with those of its wholly owned subsidiaries, have been reported as discontinued operations in these consolidated financial statements. Prior to the Spin-Off, on March 31, 2015, Woodland signed an agreement whereby it completed the sale of T 2 2 2 2 2 On September 30, 2013, Woodland completed the sale of Ranger for $7.5 million in cash plus a contingent receivable for $800,000 which was collected in November 2013; Woodland recognized a gain of $2,788,543 on the sale, net of tax. The decision to sell Ranger allowed the Company to retire substantially all of its secured debt, including debt with loan covenants for which we were previously not in compliance. Ranger’s operations have been reclassified as discontinued operations in our unaudited Condensed Consolidated Financial Statements for the operations up to the date of sale for the eight-month period ended December 31, 2013. The following is a summary of the operating results of our discontinued operations: For the Year Ended December 31, For the Eight-month Period Ended 2015 2014 December 31, 2013 Sales, net $ 132,496 $ 244,145 $ 2,095,293 Income (loss) from discontinued operations before income taxes 139,848 (46,723 ) 375,681 Income taxes — — — Net income (loss) from discontinued operations $ 139,848 $ (46,723 ) $ 375,681 The following is a summary of assets and liabilities held for sale as of December 31, 2015 and 2014: December 31, 2015 2014 Assets: Current assets $ 31,555 $ 21,735 Property, plant and equipment, net — 2,679 Assets of discontinued operations held for sale 31,555 24,414 Liabilities Accounts payable and accrued expenses 9,378 87,725 Lease liability — 2,662 $ 9,378 $ 90,387 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment is summarized as follows: December 31, 2015 2014 Computer equipment $ 92,575 $ 92,575 Furniture 75,149 75,149 Software 79,061 79,061 Leasehold improvements 9,977 9,977 Total 256,762 256,762 Less: accumulated depreciation and amortization (256,762 ) (256,762 ) Property and equipment, net $ — $ — Depreciation expense for property and equipment for the year ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013 was $0, $6,099 and $23,281, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt As of December 31 2015 2014 Long-term Debt Note payable to CEO; the note matures July 31, 2016. At December 31, 2015, the interest rate was 6.25%. See also Note 10, Related Party Transactions. 338,958 338,958 Total debt 338,958 338,958 Less current portion of long-term debt (338,958 ) (152,952 ) Non-current portion of long-term debt $ — $ 186,006 The Company’s only collateralized note payable, due to the Company’s CEO, contains no restrictive covenants or events of default other than non-payment. On December 31, 2014, the Company did not make its regularly scheduled payment totaling $12,746 to Scott N. Beck, the Company’s Chief Executive Officer, which constituted an event of default under the Company’s lone senior secured note. Mr. Beck did not call default but there can be no assurance that, as the Company’s senior secured lender, he will not do so. It is anticipated that the Company will amend the note with Mr. Beck at some future point but there can be no assurance that we will be successful in amending the terms of Mr. Beck’s senior secured note. Should we be unsuccessful in executing an amendment or an extension, Mr. Beck, as the senior secured lender, could move to seize the underlying collateral which would have a material adverse effect on the Company’s ability to continue as a going concern. Future minimum principal payments pursuant to the above long term debt agreements are as follows: As of December 31, 2015 2016 338,958 Total $ 338,958 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases | 6. Leases The Company leases its facilities under a non-cancelable operating lease agreement. The lease expires on May 31, 2016 and provides for minimum monthly rents of approximately $2,500. Rent expense for the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013 was approximately $30,000, $24,137 and $138,982, respectively. See also Note 10, Related Party Transactions, for more details. The Company also has a capital lease on telecom equipment. The lease expired on March 1, 2015. Future minimum lease payments under non-cancelable leases are as follows: As of December 31, 2015 2016 $ 12,500 Total lease payments $ 12,500 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity | 7. Equity Preferred Stock The Company’s authorized preferred stock consists of 10,000,000 shares with a par value of $0.001 per share. There were no issued and outstanding preferred shares as of December 31, 2015. Common Stock The Company’s authorized common stock consists of 250,000,000 shares with a par value of $0.001 per share. On November 6, 2015, the Company effectuated a Reverse Stock Split such that every 35 shares of common stock outstanding were reverse-split into one share of common stock. All share and per share information has been retroactively adjusted to reflect the Reverse Stock Split. As of December 31, 2015, 4,655,338 shares of common stock were issued and outstanding. Warrants The following summarizes the Company’s warrant transactions for the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013: Number of Warrants Weighted Average Exercise Price Per Share Outstanding and exercisable, May 1, 2013 689,897 $ 2.80 Granted — — Cancelled or Expired (426,914 ) 3.15 Outstanding December 31, 2013 262,983 $ 2.45 Granted — — Exercised (174,955 ) — Cancelled or Expired (88,028 ) 2.45 Outstanding December 31, 2014 — $ — Granted — — Cancelled or Expired — — Outstanding December 31, 2015 — $ — |
Stock Based Compensation Plans
Stock Based Compensation Plans | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation Plans | 8. Stock Based Compensation Plans Incentive Stock Plan On August 17, 2007, the Company’s Board of Directors adopted and implemented the Company’s 2007 Incentive Stock Plan. Under the Incentive Stock Plan, the Company is authorized to issue 4,000,000 shares of its common stock to the Company’s directors, officers, employees, advisors or consultants. Any Incentive Stock Option granted to an employee of the Company shall become exercisable over a period of no longer than five years, and no less than 20% of the shares covered thereby shall become exercisable annually. 25% of shares vest on the six month anniversary of the date of grant, the Initial Vesting Date, while the remaining options vest annually in 25% increments beginning on the first anniversary of the Initial Vesting Date. The options expire five years from the grant date. There were 142 options outstanding under the Company’s 2007 Incentive Stock Plan as of December 31, 2015. Stock Compensation Plan On August 17, 2007, the Company’s Board of Directors adopted and implemented the Company’s 2007 Stock Compensation Plan. The total number of shares of the Company’s common stock which may be purchased or granted directly by Options, Stock Awards or Warrants under the Compensation Plan shall not exceed 4,000,000 shares of the Company’s common stock. Awards granted to a participant of the Company shall become exercisable over a period of no longer than five years, and may vest as determined at the Company’s discretion at the time of grant. There were 46,425 options outstanding under the Company’s 2007 Stock Compensation Plan as of December 31, 2015. A summary of the shares reserved for grant and awards available for grant under each Stock Plan is as follows. December 31, 2015 Shares Reserved for Grant Awards Available for Grant Incentive Stock Plan 4,000,000 3,999,858 Stock Compensation Plan 4,000,000 3,953,575 8,000,000 7,953,433 The Company issues awards to employees, qualified consultants and directors that generally vest over time based solely on continued employment or service during the related vesting period and are exercisable over a five to ten year service period. Options are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. The fair value of each stock-based award is estimated on the grant date using the Black-Scholes option-pricing model. Expected volatilities are based on comparable companies. The expected term of options granted subsequent to the adoption ASC 718 is derived using the simplified method as defined in the SEC’s SAB No. 107. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury interest rates in effect at the time of grant. The fair value of options granted was estimated using the following weighted-average assumptions: For the Year Ended December 31, For the Eight-month Period Ended December 31, 2015 2014 2013 Expected term (in years) — 5.0 — Expected volatility —% 125.0% —% Risk-free interest rate —% 1.55% —% Dividend yield —% —% —% A summary of activity under the Stock Plans and changes during the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013 is presented below: Weighted-Average Shares Exercise Price Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at May 1, 2013 64,142 $ 13.30 1.49 $ — Granted — — Cancelled/forfeited (45,857 ) 15.40 Outstanding at December 31, 2013 18,285 $ 7.70 1.63 $ — Granted 91,428 3.85 Cancelled/forfeited (8,297 ) 7.35 Outstanding at December 31, 2014 101,416 $ 4.55 3.94 $ 20,000 Granted — — Cancelled/forfeited (54,849 ) 4.84 Outstanding at December 31, 2015 46,567 $ 3.84 3.20 $ — Options vested and expected to vest 46,567 $ 3.84 3.20 $ — Options exercisable at end of period 24,426 $ 4.15 3.09 $ — During the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013, the Company recognized $5,484, $11,765 and $16,779 of stock-based compensation expense, respectively. As of December 31, 2015 and 2014 there was $7,866 and $26,835, respectively, of total unrecognized compensation cost, net of forfeitures, related to unvested employee and director stock option compensation arrangements. That cost is expected to be recognized on a straight-line basis over the next 3.20 weighted average years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Litigation On October 10, 2013, the Company’s former President, Marc A. Pickren (“Pickren”) filed a lawsuit in Dallas County District Court alleging, among other things, that the Company had wrongfully terminated his employment; Pickren’s suit sought claims approximating $265,000. Pickren’s employment agreement expired on September 15, 2013 and was not renewed. Pickren was removed as President of CornerWorld Corporation on October 4, 2013 though he remained employed as the President of Enversa until October 8, 2013 when he was terminated for cause. The Company settled the lawsuit out of court for an undisclosed amount in August 2014. From time to time, |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions As part of the February 23, 2009 Woodland Acquisition, the Company borrowed $1,900,000 from IU Investments LLC (the “Tier 3 Junior Note”). IU Investments, LLC is an entity owned by the immediate family members of the Company’s Chief Executive Officer. The outstanding portion of the Tier 3 Junior Note along with its accrued interest was settled in its entirety on September 30, 2013. Accordingly, the Tier 3 Junior Note had no outstanding balance at December 31, 2015. The Company recorded interest of $0, $0 and $26,105 on the Tier 3 Junior Note during the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013, respectively. On March 30, 2011, the Company entered into a subordinated $1,500,000 promissory note with IU Holdings, LP (“IUH”) (the “Tier 2 Junior Note”). IUH is a partnership whose limited partners include the immediate family members of the Company’s Chief Executive Officer. Steve Toback, the uncle of the Company’s Chief Executive Officer, served as the manager of IU Holdings, GP, LLC, which is the general partner of IUH. The outstanding portion of this note along with its accrued interest was settled in its entirety on September 30, 2013. Accordingly, the Tier 2 Junior Note had no outstanding balance at December 31, 2015. The Company recorded interest expenses of $0, $0 and $73,006 on the Tier 2 Junior Note during the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013, respectively. On March 30, 2011, the Company entered into a subordinated $400,000 promissory note (the “Tier 5 Junior Note”) with Internet University (the “Tier 5 Junior Lender”). The outstanding portion of this note along with its accrued interest was settled in its entirety on September 30, 2013. Accordingly, the Tier 5 Junior Note had no outstanding balance at December 31, 2015. The Company recorded interest expenses of $0, $0 and $1,342 on the Tier 5 Junior Note during the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013, respectively. On March 30, 2011, the Company entered into a subordinated $389,942 promissory note (the “Senior Note”) with Scott N. Beck, the Company’s Chief Executive Officer. Principal under the Senior Note is payable in monthly installments of $12,746 until such point as the Tier 7 Junior Note matures on July 31, 2016. The Company amended this note on September 30, 2014 such that principal payments were deferred until December 31, 2014 and the interest rate was reduced to 6.25%. Interest on the outstanding principal amount under the Senior Note is payable at the Company’s choosing. The Company recorded interest of $28,071, $26,845 and $24,186 on the Senior Note during the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013, respectively. On December 31, 2014, the Company did not make its regularly scheduled payment totaling $12,746 to Scott N. Beck, the Company’s Chief Executive Officer and the holder of the Senior Note, which constituted an event of default under the Senior Note. Mr. Beck did not call default but there can be no assurance that, as the Company’s Senior Lender, he will not do so. Should we be unsuccessful in executing an amendment or an extension, Mr. Beck, as the senior lender, could move to seize the underlying collateral which would have a material adverse effect on the Company’s ability to continue as a going concern. The balance of this note totaled $338,958 at December 31, 2015. The Company is party to a lease agreement with 13101 Preston Road, LP pursuant to which it leases office space for its corporate headquarters. The limited partners of 13101 Preston Road, LP are trusts created by the father of the Company’s Chief Executive Officer. The lease was originally for five years with minimum future rentals of $7,500 in the next fiscal year which is the final year. The Company paid $30,000, $30,000 and $20,000 in rent during the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013, respectively. The Company has accrued $12,500 in accounts payable related unpaid rent on this lease as of December 31, 2015. The Company provides accounting, human resources and certain IT services to an entity controlled by the family of the Company’s Chief Executive Officer for $5,000 per month. The Company received $60,000, $60,000 and $40,000 from this entity during the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company accounts for income taxes in accordance with ASC 740. Due to continued losses from operations, since the inception of the Company, no provision for income taxes has been made in these consolidated financial statements. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes consists of the following: Year Ended December 31, 2015 2014 Federal statutory rate 34.00% 34.00% Effect of: Valuation allowance (34.00% ) (34.00% ) Effective income tax rate —% —% The Company is in the process of completing its federal income tax return and does not expense to have an income tax liability due to continued losses from operations. The Company’s estimated income tax provision is summarized below: Year Ended December 31, 2015 2014 Income tax expense (benefit): Federal - current $ (29,744 ) $ (686,784 ) Federal - deferred 33,382 349,653 Total 3,638 (337,131 ) Less: valuation allowance (3,638 ) 337,131 Total $ — $ — We will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. At December 31, 2015 we had no unrecognized tax benefits in income tax expense, and do not expect any for the year ended December 31, 2016. Our income tax returns are no longer subject to Federal tax examinations by tax authorities for years before April 30, 2013. The estimated components of the deferred tax asset are as follows: Year Ended December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 2,175,071 $ 2,145,327 Depreciation and amortization 458,137 741,298 Stock compensation expense 1,956,714 1,956,714 Other deferred tax assets 133,513 155,735 Other deferred tax liabilities (12,345 ) (10,645 ) Total deferred tax assets 4,711,090 4,988,429 Valuation allowance (4,711,090 ) (4,988,429 ) Net deferred tax assets $ — $ — For the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013 the cumulative deferred tax assets of $4,711,090, $4,988,429 and $3,980,080, respectively, are offset by a valuation allowance due to the uncertainty of the realization of the net operating loss carryforwards. The cumulative income tax loss carryforward, of $6,397,267, if not used, will expire in various years through 2035, and is severely restricted as per the Internal Revenue Code if there is a change in ownership. |
Transition Period Comparative D
Transition Period Comparative Data | 12 Months Ended |
Dec. 31, 2015 | |
Transition Period Comparative Data [Abstract] | |
Transition Period Comparative Data | 12. Transition Period Comparative Data The following tables present certain financial information as of and for the eight-month periods ended December 31, 2013 and 2012: Eight-month Period Ended December 31, 2013 2012 (unaudited) Sales, net $ 592,756 $ 1,386,545 Costs of goods sold 191,711 433,498 Gross profit 401,045 953,047 Operating expenses 943,862 1,845,356 Operating loss (542,817 ) (892,309 ) Other income (expense), net (37,173 ) (143,021 ) Income taxes — — Loss from continuing operations (579,990 ) (1,035,330 ) Income from discontinued operations, net of tax 375,681 774,798 Gain from disposal of discontinued operations, net of tax 2,788,543 — Net income (loss) $ 2,584,234 $ (260,532 ) Basic earnings (loss) per share from continuing operations $ (0.13 ) $ (0.24 ) Basic earnings per share from discontinued operations $ 0.71 $ 0.18 Basic earnings (loss) per share $ 0.58 $ (0.06 ) Diluted earnings (loss) per share from continuing operations $ (0.12 ) $ (0.24 ) Diluted earnings per share from discontinued operations $ 0.68 $ 0.18 Diluted earnings (loss) per share $ 0.55 $ (0.06 ) Basic weighted average number shares outstanding 4,487,738 4,308,655 Diluted weighted average number shares outstanding 4,662,978 4,308,655 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On February 29, 2016, CornerWorld signed a merger agreement with Deportes Media, LLC (the “Merger Agreement”). Pursuant to the Merger Agreement, the Merger Agreement itself was non-binding until such time as Deportes Media, LLC (“Deportes”) was able to secure approval for the Merger Agreement from no less than 75% of its shareholders. On March 18, 2016, Deportes reported to CornerWorld that Deportes had obtained the approval of the Merger Agreement from more than 75% of its shareholders. Pursuant to the Merger Agreement, CornerWorld is not contractually obligated to close the Merger Agreement, until such time as Deportes has completed certain closing conditions as described in more detail on CornerWorld’s current report on Form 8-K filed March 24, 2016. If CornerWorld closes the Merger Agreement, Deportes shareholders will be entitled to receive 27.32 shares of CornerWorld common stock for each share of Deportes common stock. Post the closing of the Merger Agreement, a total of approximately 13.7 million shares will be outstanding and the existing CornerWorld shareholders will own approximately 33.9% of the combined Company. There were no other events that took place subsequent to December 31, 2015 up through the date of the filing of these financial statements that had a material impact on these financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Receivables | Receivables Accounts receivable include uncollateralized customer obligations due under normal trade terms requiring payment within 30-60 days from invoice date. Payments of accounts receivable are allocated to the specific invoices identified on the customerÂ’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices. The carrying amount of accounts receivable is reduced by a valuation allowance for doubtful accounts that reflects managementÂ’s best estimate of the amounts that will not be collected based on historical collection trends. The allowance for doubtful accounts was $3,741 and $1,350 as of December 31, 2015 and 2014, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC No. 850 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amount of the CompanyÂ’s cash and cash equivalents, accounts receivable, accounts receivable-related party, accounts payable, accounts payable-related party and accrued liabilities approximate their estimated fair values due to their short-term maturities. Notes payable are carried at their face value net of their issuance costs which management believes is a reasonable approximation for their fair value. Warrants with put features are carried at their minimum cash put value discounted for the time value of money. Unless otherwise noted, it is managementÂ’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these consolidated financial statements. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC No. 740 which requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. |
Basic and Diluted Earnings (Loss) Per Share | Basic and Diluted Earnings (Loss) Per Share In accordance with ASC 260, basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per share, if any, is computed similar to basic earnings (loss) per share except that the denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable and collectability is probable. Sales are recorded net of sales discounts. At Enversa, revenue is recognized monthly along with the related cost of revenue as services are rendered. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. |
Use of Estimates | Use of Estimates The preparation of the CompanyÂ’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments with an original maturity of three (3) months or less to be cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method as follows: Computer equipment 3 years Office furniture 5 years Computer software packages 3 years Leasehold improvements 3 years Expenditures for maintenance and repairs which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its property and equipment for impairment. The CompanyÂ’s property and equipment were fully depreciated as of December 31, 2015. |
Long-Lived Assets | Long-Lived Assets The Company accounts for its long-lived assets in accordance with ASC 360. The CompanyÂ’s primary long-lived assets are property and equipment. ASC 360 requires a company to assess the recoverability of its long-lived assets whenever events and circumstances indicate the carrying value of an asset or asset group may not be recoverable from estimated future cash flows expected to result from its use and eventual disposition. Management reviews its long-lived assets annually. As previously noted, the CompanyÂ’s property and equipment were fully depreciated as of December 31, 2015. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for awards made under its two stock-based compensation plans pursuant to the fair value provisions of ASC No. 718. ASC No. 718 requires the recognition of stock-based compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options. ASC No. 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company accounts for stock-based compensation in accordance with ASC No. 718 and estimates its fair value based on using the Black-Scholes option pricing model. The CompanyÂ’s determination of fair value of share-based payment awards is made as of their respective dates of grant using that option pricing model and is affected by the CompanyÂ’s stock price as well as a number of subjective assumptions. These variables include, but are not limited to, the CompanyÂ’s expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behavior. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility is based on comparable companies. These factors could change in the future, affecting the determination of stock based compensation expense in future periods. The Black-Scholes option pricing model was developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because the CompanyÂ’s options have certain characteristics that are significantly different from traded options, the existing valuation models may not provide an accurate measure of the fair value of the CompanyÂ’s options. Although the fair value of the CompanyÂ’s options is determined in accordance with ASC No. 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The calculated compensation cost is recognized on a straight-line basis over the vesting period of the options. See also Note 8 Stock Based Compensation, for more details. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of CornerWorld Corporation, its wholly owned subsidiaries and entities determined to meet the definition of Variable Interest Entities. All significant intercompany transactions and balances have been eliminated in consolidation. |
Concentrations of Cash and Cash Equivalents | Concentrations of Cash and Cash Equivalents Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Federal Deposit Insurance Corporation (FDIC) currently insures accounts at each institution for up to $250,000. At times, cash balances may exceed the FDIC insurance limit of $250,000. At December 31, 2015 and 2014 the Company had no balances in excess of that which is insured by the FDIC. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were various accounting standards and interpretations issued during the year ended December 31, 2015, none of which are expected to have a material impact on the CompanyÂ’s consolidated financial position, operations, or cash flows. |
Issuance of Stock for Non-Cash Consideration | Issuance of Stock for Non-Cash Consideration All issuances of the CompanyÂ’s stock for non-cash consideration have been assigned a dollar amount equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. |
Reclassifications | Reclassifications Certain prior year accounts have been reclassified to conform to the current yearÂ’s presentation. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment recorded at cost and depreciated over their estimated useful lives | Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method as follows: Computer equipment 3 years Office furniture 5 years Computer software packages 3 years Leasehold improvements 3 years |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of the operating results of our discontinued operations | The following is a summary of the operating results of our discontinued operations: For the Year Ended December 31, For the Eight-month Period Ended 2015 2014 December 31, 2013 Sales, net $ 132,496 $ 244,145 $ 2,095,293 Income from discontinued operations before income taxes 139,848 (46,723 ) 375,681 Income taxes — — — Net income from discontinued operations $ 139,848 $ (46,723 ) $ 375,681 |
Schedule of assets and liabilities held for sale | The following is a summary of assets and liabilities held for sale as of December 31, 2015 and 2014: December 31, 2015 2014 Assets: Current assets $ 31,555 $ 21,735 Property, plant and equipment, net — 2,679 Assets of discontinued operations held for sale 31,555 24,414 Liabilities Accounts payable and accrued expenses 9,378 87,725 Lease liability — 2,662 $ 9,378 $ 90,387 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment is summarized as follows: December 31, 2015 2014 Computer equipment $ 92,575 $ 92,575 Furniture 75,149 75,149 Software 79,061 79,061 Leasehold improvements 9,977 9,977 Total 256,762 256,762 Less: accumulated depreciation and amortization (256,762 ) (256,762 ) Property and equipment, net $ — $ — |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | As of December 31 2015 2014 Long-term Debt Note payable to CEO; the note matures July 31, 2016. At December 31, 2015, the interest rate was 6.25%. See also Note 10, Related Party Transactions. 338,958 338,958 Total debt 338,958 338,958 Less current portion of long-term debt (338,958 ) (152,952 ) Non-current portion of long-term debt $ — $ 186,006 |
Schedule of future minimum principal payments | Future minimum principal payments pursuant to the above long term debt agreements are as follows: As of December 31, 2015 2016 338,958 Total $ 338,958 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of future minimum lease payments | Future minimum lease payments under non-cancelable leases are as follows: As of December 31, 2015 2016 $ 12,500 Total lease payments $ 1 2,500 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of warrant transactions | The following summarizes the Company’s warrant transactions for the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013: Number of Warrants Weighted Average Exercise Price Per Share Outstanding and exercisable, May 1, 2013 689,897 $ 2.80 Granted — — Cancelled or Expired (426,914 ) 3.15 Outstanding December 31, 2013 262,983 $ 2.45 Granted — — Exercised (174,955 ) — Cancelled or Expired (88,028 ) 2.45 Outstanding December 31, 2014 — $ — Granted — — Cancelled or Expired — — Outstanding December 31, 2015 — $ — |
Stock Based Compensation Plans
Stock Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of shares reserved for grant and awards available for grant | A summary of the shares reserved for grant and awards available for grant under each Stock Plan is as follows: December 31, 2015 Shares Reserved for Grant Awards Available for Grant Incentive Stock Plan 4,000,000 3,999,858 Stock Compensation Plan 4,000,000 3,953,575 8,000,000 7,953,433 |
Schedule of weighted-average assumptions | The fair value of options granted was estimated using the following weighted-average assumptions: For the Year Ended December 31, For the Eight-month Period Ended December 31, 2015 2014 2013 Expected term (in years) — 5.0 — Expected volatility —% 125.0% —% Risk-free interest rate —% 1.55% —% Dividend yield —% —% —% |
Schedule of stock plan activity | A summary of activity under the Stock Plans and changes during the years ended December 31, 2015 and 2014 and the eight-month period ended December 31, 2013 is presented below: Weighted-Average Shares Exercise Price Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at May 1, 2013 64,142 $ 13.30 1.49 $ — Granted — — Cancelled/forfeited (45,857 ) 15.40 Outstanding at December 31, 2013 18,285 $ 7.70 1.63 $ — Granted 91,428 3.85 Cancelled/forfeited (8,297 ) 7.35 Outstanding at December 31, 2014 101,416 $ 4.55 3.94 $ 20,000 Granted — — Cancelled/forfeited (54,849 ) 4.84 Outstanding at December 31, 2015 46,567 $ 3.84 3.20 $ — Options vested and expected to vest 46,567 $ 3.84 3.20 $ — Options exercisable at end of period 24,426 $ 4.15 3.09 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule income taxes computed at the federal statutory rate | The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes consists of the following: Year Ended December 31, 2015 2014 Federal statutory rate 34.00% 34.00% Effect of: Valuation allowance (34.00% ) (34.00% ) Effective income tax rate —% —% |
Schedule estimated income tax provision | The Company’s estimated income tax provision is summarized below: Year Ended December 31, 2015 2014 Income tax expense (benefit): Federal - current $ (29,744 ) $ (686,784 ) Federal - deferred 33,382 349,653 Total 3,638 (337,131 ) Less: valuation allowance (3,638 ) 337,131 Total $ — $ — |
Schedule of estimated components of the deferred tax asset | The estimated components of the deferred tax asset are as follows: Year Ended December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 2,175,071 $ 2,145,327 Depreciation and amortization 458,137 741,298 Stock compensation expense 1,956,714 1,956,714 Other deferred tax assets 133,513 155,735 Other deferred tax liabilities (12,345 ) (10,645 ) Total deferred tax assets 4,711,090 4,988,429 Valuation allowance (4,711,090 ) (4,988,429 ) Net deferred tax assets $ — $ — |
Transition Period Comparative29
Transition Period Comparative Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Transition Period Comparative Data [Abstract] | |
Schedule of certain financial information | The following tables present certain financial information as of and for the eight-month periods ended December 31, 2013 and 2012: Eight-month Period Ended December 31, 2013 2012 (unaudited) Sales, net $ 592,756 $ 1,386,545 Costs of goods sold 191,711 433,498 Gross profit 401,045 953,047 Operating expenses 943,862 1,845,356 Operating loss (542,817 ) (892,309 ) Other income (expense), net (37,173 ) (143,021 ) Income taxes — — Loss from continuing operations (579,990 ) (1,035,330 ) Income from discontinued operations, net of tax 375,681 774,798 Gain from disposal of discontinued operations, net of tax 2,788,543 — Net income (loss) $ 2,584,234 $ (260,532 ) Basic earnings (loss) per share from continuing operations $ (0.13 ) $ (0.24 ) Basic earnings per share from discontinued operations $ 0.71 $ 0.18 Basic earnings (loss) per share $ 0.58 $ (0.06 ) Diluted earnings (loss) per share from continuing operations $ (0.12 ) $ (0.24 ) Diluted earnings per share from discontinued operations $ 0.68 $ 0.18 Diluted earnings (loss) per share $ 0.55 $ (0.06 ) Basic weighted average number shares outstanding 4,487,738 4,308,655 Diluted weighted average number shares outstanding 4,662,978 4,308,655 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 3,741 | $ 1,350 |
FDIC cash insured | $ 250,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Computer Equipment [Member] | |
Estimated useful lives | 3 years |
Furniture [Member] | |
Estimated useful lives | 5 years |
Computer Software Packages [Member] | |
Estimated useful lives | 3 years |
Leasehold Improvements [Member] | |
Estimated useful lives | 3 years |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | |
Gain from discontinued operations, net of tax | $ 2,788,543 | ||||
T2's Michigan operations [Member] | |||||
Proceeds from sale of business | $ 7,500,000 | $ 15,000 | |||
Proceeds from contingent receivable related to sale | 800,000 | ||||
Gain from discontinued operations, net of tax | $ 2,788,543 |
Discontinued Operations (Deta33
Discontinued Operations (Details) - USD ($) | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net income (loss) from discontinued operations | $ 375,681 | $ 774,798 | $ 139,848 | $ (46,723) |
T2's Michigan operations [Member] | ||||
Sales, net | 2,095,293 | 132,496 | 244,145 | |
Income (loss) from discontinued operations before income taxes | $ 375,681 | $ 139,848 | $ (46,723) | |
Income taxes | ||||
Net income (loss) from discontinued operations | $ 375,681 | $ 139,848 | $ (46,723) |
Discontinued Operations (Deta34
Discontinued Operations (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets: | ||
Current assets | $ 31,555 | $ 24,414 |
Property, plant and equipment, net | 2,679 | |
Assets of discontinued operations held for sale | $ 31,555 | 24,414 |
Liabilities | ||
Accounts payable and accrued expenses | $ 9,378 | 87,725 |
Lease liability | 2,662 | |
Liabilities of discontinued operations held for sale | $ 9,378 | $ 90,387 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense for property and equipment | $ 23,281 | $ 0 | $ 6,099 |
Property and Equipment (Detai36
Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 256,762 | $ 256,762 |
Less: accumulated depreciation and amortization | $ (256,762) | $ (256,762) |
Property and equipment, net | ||
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 92,575 | $ 92,575 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 75,149 | 75,149 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 79,061 | 79,061 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,977 | $ 9,977 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Notes Payable [Member] | Scott N. Beck [Member] | ||
Debt instrument, default payment | $ 12,746 | $ 12,746 |
Debt (Details)
Debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | |
Total debt | $ 338,958 | $ 338,958 | |
Less current portion of long-term debt | $ (152,952) | $ (338,958) | |
Non-current portion of long-term debt | 186,006 | ||
Notes Payable [Member] | Scott N. Beck [Member] | |||
Total debt | $ 338,958 | $ 338,958 | |
Debt instrument, maturity date | Jul. 31, 2016 | ||
Debt instrument, interest rate | 6.25% |
Debt (Details 1)
Debt (Details 1) - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 |
As of December 31, 2015 | ||
2,016 | $ 338,958 | |
Total debt | $ 338,958 | $ 338,958 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | |||
Minimum monthly rents | $ 2,500 | ||
Rental expense | $ 138,982 | $ 30,000 | $ 24,137 |
Lease expiration date | Mar. 1, 2015 |
Leases (Details)
Leases (Details) | Dec. 31, 2015USD ($) |
As of December 31, 2015 | |
2,016 | $ 12,500 |
Total lease payments | $ 12,500 |
Equity (Details Narrative)
Equity (Details Narrative) - $ / shares | Nov. 06, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Equity [Abstract] | |||
Preferred stock, authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |
Common stock, authorized | 250,000,000 | 250,000,000 | |
Common stock, par value per share | $ 0.001 | $ 0.001 | |
Description of reverse stock split | Every 35 shares of common stock outstanding were reverse-split into one share of common stock. | ||
Common stock, outstanding | 4,655,338 | 4,655,338 |
Equity (Details)
Equity (Details) - $ / shares | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding at beginning | 689,897 | 262,983 | |
Granted | |||
Exercised | (174,955) | ||
Cancelled or Expired | (426,914) | (88,028) | |
Outstanding at end | 262,983 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Outstanding at beginning | $ 2.8 | $ 2.45 | |
Granted | |||
Exercised | |||
Cancelled or Expired | $ 3.15 | $ 2.45 | |
Outstanding at end | $ 2.45 |
Stock Based Compensation Plan44
Stock Based Compensation Plans (Detail Narrative) - USD ($) | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 30, 2013 | |
Stock-based compensation expense | $ 16,779 | $ 5,484 | $ 11,765 | |
Unrecognized compensation cost, net of forfeitures | $ 7,866 | $ 26,835 | ||
Unrecognized compensation cost, weighted-average recognition period | 3 years 2 months 12 days | |||
2007 Stock Compensation Plan [Member] | ||||
Number of shares authorized | 4,000,000 | |||
Number of options outstanding | 18,285 | 46,567 | 101,416 | 64,142 |
2007 Stock Compensation Plan [Member] | Maximum [Member] | ||||
Vesting period | 5 years | |||
Award term | 10 years | |||
2007 Stock Compensation Plan [Member] | Minimum [Member] | ||||
Award term | 5 years | |||
2007 Incentive Stock Plan [Member] | ||||
Number of shares authorized | 4,000,000 | |||
Options expiration period | 5 years | |||
Number of options outstanding | 142 | |||
2007 Incentive Stock Plan [Member] | Maximum [Member] | ||||
Vesting period | 5 years | |||
Percentage of shares that vest annually | 25.00% | |||
2007 Incentive Stock Plan [Member] | Minimum [Member] | ||||
Percentage of shares that vest annually | 20.00% |
Stock Based Compensation Plan45
Stock Based Compensation Plans (Details) | Dec. 31, 2015shares |
Shares Reserved for Grant | 8,000,000 |
Awards Available for Grant | 7,953,433 |
2007 Incentive Stock Plan [Member] | |
Shares Reserved for Grant | 4,000,000 |
Awards Available for Grant | 3,999,858 |
2007 Stock Compensation Plan [Member] | |
Shares Reserved for Grant | 4,000,000 |
Awards Available for Grant | 3,953,575 |
Stock Based Compensation Plan46
Stock Based Compensation Plans (Details 1) - 2007 Stock Compensation Plan [Member] | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Expected term (in years) | 5 years | ||
Expected volatility | 125.00% | ||
Risk-free interest rate | 1.50% | ||
Dividend yield | 0.00% |
Stock Based Compensation Plan47
Stock Based Compensation Plans (Details 2) - 2007 Stock Compensation Plan [Member] - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding, beginning | 64,142 | 101,416 | 18,285 |
Granted | 91,428 | ||
Cancelled/forfeited | (45,857) | (54,849) | (8,297) |
Outstanding, ending | 18,285 | 46,567 | 101,416 |
Options vested and expected to vest | 46,567 | ||
Options exercisable at end of period | 24,426 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding, beginning | $ 13.30 | $ 4.55 | $ 7.70 |
Granted | 3.85 | ||
Cancelled/forfeited | $ 15.40 | $ 4.84 | 7.35 |
Outstanding, ending | $ 7.70 | 3.84 | $ 4.55 |
Options vested and expected to vest | 3.84 | ||
Options exercisable at end of period | $ 4.15 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Roll Forward] | |||
Outstanding, beginning | 1 year 5 months 26 days | 3 years 11 months 8 days | 1 year 7 months 17 days |
Outstanding, ending | 1 year 7 months 17 days | 3 years 2 months 12 days | 3 years 11 months 8 days |
Options vested and expected to vest | 3 years 2 months 12 days | ||
Options exercisable at end of period | 3 years 1 month 2 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Roll Forward] | |||
Outstanding, beginning | $ 20,000 | ||
Granted | |||
Outstanding, ending | $ 20,000 | ||
Options vested and expected to vest | |||
Options exercisable at end of period |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Oct. 10, 2013USD ($) |
Former President Marc A. Pickren [Member] | |
Damages sought in lawsuit | $ 265,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 8 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 30, 2011 | Feb. 23, 2009 | |
Rental expense | $ 138,982 | $ 30,000 | $ 24,137 | |||
Future minimum rental | 7,500 | |||||
Scott N. Beck [Member] | ||||||
Service revenue, monthly amount | $ 5,000 | |||||
Scott N. Beck [Member] | Notes Payable [Member] | ||||||
Debt instrument, face amount | $ 389,942 | |||||
Debt instrument, interest rate | 6.25% | |||||
Periodic installments amount | $ 12,746 | |||||
Debt instrument, frequency of principal payment | Monthly | |||||
Debt instrument, due date | Dec. 31, 2014 | |||||
Debt instrument, default payment | $ 12,746 | $ 12,746 | 12,746 | |||
Interest expense | 24,186 | 28,071 | 26,845 | |||
Notes payable, related parties | 338,958 | |||||
13101 Preston Road, LP [Member] | ||||||
Rental expense | 20,000 | 30,000 | 30,000 | |||
Unpaid rent | 12,500 | |||||
Entity Controlled by CEO's Family [Member] | ||||||
Revenue from related parties | $ 40,000 | 60,000 | 60,000 | |||
IU Investments LLC [Member] | Notes Payable [Member] | ||||||
Debt instrument, face amount | $ 1,900,000 | |||||
Interest expense | 26,105 | 0 | 0 | |||
IU Holdings, LP ("IUH") [Member] | Notes Payable [Member] | ||||||
Debt instrument, face amount | 1,500,000 | |||||
Interest expense | 73,006 | 0 | 0 | |||
Internet University and Other Selling Members of Enversa [Member] | Notes Payable [Member] | ||||||
Debt instrument, face amount | $ 400,000 | |||||
Interest expense | $ 1,342 | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | |||
Cumulative deferred tax asset | $ 4,711,090 | $ 4,988,429 | $ 3,980,080 |
Cumulative income tax loss carryforward | $ 6,397,267 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 34.00% | 34.00% |
Effect of: | ||
Valuation allowance | (34.00%) | (34.00%) |
Effective income tax rate |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income tax expense (benefit): | ||||
Federal - current | $ (29,744) | $ (686,784) | ||
Federal - deferred | 33,382 | 349,653 | ||
Federal - Total | 3,638 | (337,131) | ||
Less: valuation allowance | $ (3,638) | $ 337,131 | ||
Total |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 2,175,071 | $ 2,145,327 | |
Depreciation and amortization | 458,137 | 741,298 | |
Stock compensation expense | 1,956,714 | 1,956,714 | |
Other deferred tax assets | 133,513 | 155,735 | |
Other deferred tax liabilities | (12,345) | (10,645) | |
Total deferred tax assets | 4,711,090 | 4,988,429 | $ 3,980,080 |
Valuation allowance | $ (4,711,090) | $ (4,988,429) | |
Net deferred tax assets |
Transition Period Comparative54
Transition Period Comparative Data (Details) (unaudited) - USD ($) | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | |
Transition Period Comparative Data [Abstract] | ||||
Sales, net | $ 592,756 | $ 1,386,545 | $ 406,219 | $ 744,066 |
Costs of goods sold | 191,711 | 433,498 | 153,054 | 368,883 |
Gross profit | 401,045 | 953,047 | 253,165 | 375,183 |
Operating expenses | 943,862 | 1,845,356 | 354,038 | 1,297,477 |
Operating loss | (542,817) | (892,309) | (100,873) | (922,294) |
Other income (expense), net | $ (37,173) | $ (143,021) | $ (28,275) | $ (30,158) |
Income taxes | ||||
Loss from continuing operations | $ (579,990) | $ (1,035,330) | $ (129,148) | $ (952,452) |
Income from discontinued operations, net of tax | 375,681 | $ 774,798 | $ 139,848 | $ (46,723) |
Gain from disposal of discontinued operations, net of tax | 2,788,543 | |||
Net income (loss) | $ 2,584,234 | $ (260,532) | $ 10,700 | $ (999,175) |
Basic earnings (loss) per share from continuing operations | $ (0.13) | $ (0.24) | $ (0.03) | $ (0.21) |
Basic earnings per share from discontinued operations | 0.71 | 0.18 | 0.03 | (0.01) |
Basic earnings (loss) per share | 0.58 | (0.06) | 0 | (0.22) |
Diluted earnings (loss) per share from continuing operations | (0.12) | (0.24) | (0.03) | (0.21) |
Diluted earnings per share from discontinued operations | 0.68 | 0.18 | ||
Diluted earnings (loss) per share | $ 0.55 | $ (0.06) | $ 0 | $ (0.22) |
Basic weighted average number shares outstanding | 4,487,738 | 4,308,655 | 4,655,338 | 4,625,148 |
Diluted weighted average number shares outstanding | 4,662,978 | 4,308,655 | 4,655,338 | 4,625,148 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Mar. 18, 2016 | Jan. 29, 2016 | Feb. 29, 2016 | Dec. 31, 2015 |
Shareholders entitled to receive shares | 8,000,000 | |||
Deportes Media, LLC [Member] | Merger Agreement [Member] | Subsequent Event [Member] | ||||
Description of voting rights | The approval of the Merger Agreement from more than 75% of its shareholders. | To secure approval for the Merger Agreement from no less than 75% of its shareholders. | ||
Shareholders entitled to receive shares | 27.32 | |||
Number of shares outstanding | 13,700,000 | |||
Percentage of shareholder owned | 33.90% |