Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jul. 06, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | 6D Global Technologies, Inc | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 78,247,864 | ||
Entity Public Float | $ 124,820,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,382,219 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 6,096,417 | $ 4,888,797 |
Accounts receivable | 1,713,112 | 1,316,448 |
Other receivable | 105,799 | 0 |
Unbilled revenues | 491,714 | 62,049 |
Deferred tax assets | 0 | 161,255 |
Prepaid expenses and other current assets | 309,773 | 165,907 |
Total Current Assets | 8,716,815 | 6,594,456 |
Property and Equipment, net | 473,051 | 154,917 |
Other Assets | ||
Restricted cash | 655,707 | 110,699 |
Security deposits | 65,216 | 24,075 |
Internally developed software | 208,749 | 0 |
Goodwill | 8,218,940 | 0 |
Intangible assets, net | 2,533,350 | 0 |
Total Other Assets | 11,681,962 | 134,774 |
Total Assets | 20,871,828 | 6,884,147 |
Current Liabilities | ||
Current maturities of capital lease liability | 129,857 | 53,610 |
Current maturities of notes payable | 6,600 | 6,600 |
Accounts payable and accrued liabilities | 1,881,448 | 1,039,301 |
Due to factor | 0 | 833,938 |
Short-term debt | 623,642 | 0 |
Deferred revenue | 257,586 | 68,420 |
Contingent consideration, current portion | 343,777 | 0 |
Total Current Liabilities | 3,242,910 | 2,001,869 |
Long-Term Liabilities | ||
Capital lease liability, net of current maturities | 184,852 | 111,130 |
Notes payable, net of current maturities | 46,820 | 53,420 |
Security deposit payable | 50,000 | 30,000 |
Deferred rent, net of current portion | 69,415 | 55,429 |
Derivative liability | 17,220,000 | 0 |
Contingent consideration, net of current portion | 274,260 | 0 |
Total Long-Term Liabilities | 17,845,347 | 249,979 |
Total Liabilities | 21,088,257 | 2,251,848 |
Commitment and Contingencies (Note 18) | ||
Redeemable convertible preferred stock net of issuance costs, par value $0.00001; 10,000,000 shares authorized; 1,088 and 0 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 1,458,318 | 0 |
Stockholders' (Deficit) Equity | ||
Common stock, par value $0.00001; 150,000,000 shares authorized; 78,247,864 and 77,575,617 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 783 | 776 |
Additional paid-in capital | 16,007,516 | 5,203,279 |
Accumulated deficit | (17,683,046) | (571,756) |
Total Stockholders' (Deficit) Equity | (1,674,747) | 4,632,299 |
Total Liabilities, Redeemable convertible preferred stock and Stockholders’ (Deficit) Equity | $ 20,871,828 | $ 6,884,147 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 78,247,864 | 77,575,617 |
Common stock, shares outstanding | 78,247,864 | 77,575,617 |
Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 1,088 | 0 |
Preferred stock, shares outstanding | 1,088 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 12,789,892 | $ 11,797,813 |
Cost of revenues | 7,728,244 | 7,425,857 |
Gross margin | 5,061,648 | 4,371,956 |
Operating expenses | ||
Selling, general and administrative | 9,801,377 | 3,309,079 |
Professional and legal fees | 1,778,612 | 486,654 |
One-time professional and legal fees | 911,456 | 0 |
Depreciation and amortization | 564,839 | 82,342 |
Operating expenses | 13,056,284 | 3,878,075 |
(Loss) income from operations | (7,994,636) | 493,881 |
Other expense (income) | ||
Interest expense, net | 281,411 | 147,069 |
Loss on debt extinguishment | 0 | 57,502 |
Loss on derivative liability | 9,292,720 | 0 |
Other income | (5,619) | (20,000) |
Other expenses, net | 9,568,512 | 184,571 |
(Loss) income before income tax benefit | (17,563,148) | 309,310 |
Income tax benefit | 451,858 | 161,255 |
Net (loss) income | $ (17,111,290) | $ 470,565 |
Net (loss) income per common share – basic (in Dollars per share) | $ (0.22) | $ 0.01 |
Weighted average common shares – basic (in Shares) | 78,227,127 | 48,500,156 |
Net (loss) income per common share – diluted (in Dollars per share) | $ (0.22) | $ 0.01 |
Weighted average common share - diluted (in Shares) | 78,227,127 | 48,668,720 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2013 | $ 0 | $ 382 | $ 2,618 | $ (539,950) | $ (536,950) |
Balance (in Shares) at Dec. 31, 2013 | 0 | 38,215,054 | |||
Balance at Dec. 31, 2013 | $ 0 | $ 382 | 2,618 | (539,950) | (536,950) |
Balance (in Shares) at Dec. 31, 2013 | 0 | 38,215,054 | |||
Conversion of Securities | $ 3 | 402,499 | 402,502 | ||
Conversion of Securities (in Shares) | 300,001 | ||||
Issuance of Stock | $ 29 | 4,798,524 | 4,798,553 | ||
Issuance of Stock (in Shares) | 2,859,300 | ||||
Reverse recapitalization | $ 362 | (362) | |||
Reverse recapitalization (in Shares) | 36,201,262 | ||||
Distribution to stockholders | (502,371) | (502,371) | |||
Net income (loss) | 470,565 | 470,565 | |||
Balance at Dec. 31, 2014 | $ 0 | $ 776 | 5,203,279 | (571,756) | 4,632,299 |
Balance (in Shares) at Dec. 31, 2014 | 0 | 77,575,617 | |||
Balance at Dec. 31, 2014 | $ 0 | $ 776 | 5,203,279 | (571,756) | 4,632,299 |
Balance (in Shares) at Dec. 31, 2014 | 0 | 77,575,617 | |||
Balance at Dec. 31, 2014 | $ 0 | $ 776 | 5,203,279 | (571,756) | 4,632,299 |
Balance (in Shares) at Dec. 31, 2014 | 0 | 77,575,617 | |||
Balance at Dec. 31, 2014 | $ 0 | $ 776 | 5,203,279 | (571,756) | 4,632,299 |
Balance (in Shares) at Dec. 31, 2014 | 0 | 77,575,617 | |||
Acquisitions | $ 6 | 9,379,565 | 9,379,571 | ||
Acquisitions (in Shares) | 600,000 | ||||
Conversion of Securities | $ 1 | $ 1 | |||
Conversion of Securities (in Shares) | 72,247 | 72,248 | |||
Issuance of Stock | $ 10,000,000 | ||||
Issuance of Stock (in Shares) | 1,088 | ||||
Bifurcation of anti-dilution derivative | $ (7,927,280) | ||||
Equity issuance costs | (614,402) | ||||
Stock based compensation | 1,424,672 | $ 1,424,672 | |||
Net income (loss) | (17,111,290) | (17,111,290) | |||
Balance at Dec. 31, 2015 | $ 1,458,318 | $ 783 | $ 16,007,516 | $ (17,683,046) | $ (1,674,747) |
Balance (in Shares) at Dec. 31, 2015 | 1,088 | 78,247,864 |
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 (loss) income | $ (17,111,290) | $ 470,565 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 564,839 | 82,342 |
Stock-based compensation | 1,424,672 | 0 |
Loss on debt extinguishment | 0 | 57,502 |
Change in contingent consideration liability | 145,997 | 0 |
Loss on derivative liability | 9,292,720 | 0 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | (396,664) | (198,824) |
Other receivable | (105,799) | 0 |
Unbilled revenues | (429,665) | 69,795 |
Deferred tax benefit | (459,512) | (161,255) |
Prepaid expenses and other current assets | (143,866) | (118,450) |
Restricted cash | (545,008) | (200) |
Security deposits | (41,141) | 24,632 |
Accounts payable and accrued liabilities | 842,147 | 220,985 |
Deferred revenue | 61,832 | 68,420 |
Security deposit payable | 20,000 | 30,000 |
Deferred rent | 13,986 | (17,763) |
Net Cash (Used in) Provided by Operating Activities | (6,866,752) | 527,749 |
Cash Flows From Investing Activities: | ||
Purchase of property and equipment | (260,285) | (15,137) |
Internally developed software | (208,749) | 0 |
Consideration paid for acquisitions, net of cash acquired | (542,399) | 0 |
Loans to related parties | 0 | (46,433) |
Net Cash Used in Investing Activities | (1,011,433) | (61,570) |
Cash Flows From Financing Activities: | ||
Gross proceeds from factor borrowing | 4,167,113 | 11,283,679 |
Repayments of factor borrowing | (5,001,051) | (11,320,036) |
Distribution to stockholders | 0 | (45,808) |
Proceeds from the issuance of short-term debt | 623,642 | 0 |
Proceeds from the issuance of Series A redeemable convertible preferred stock, net of issuance costs | 9,385,598 | 0 |
Repayment of capital lease obligations | (82,897) | (57,781) |
Repayment of notes payable | (6,600) | (261,600) |
Proceeds on issuance of notes payable | 0 | 20,000 |
Proceeds from private placement, net of issuance costs | 0 | 4,798,553 |
Net Cash Provided by Financing Activities | 9,085,805 | 4,417,007 |
Net Change in Cash | 1,207,620 | 4,883,186 |
Cash, beginning of period | 4,888,797 | 5,611 |
Cash, end of period | 6,096,417 | 4,888,797 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for taxes | 13,031 | 4,495 |
Cash paid for interest | 113,635 | 151,041 |
Non-Cash Transactions: | ||
Reclassification of due from related party to distribution | 0 | 456,563 |
Conversion of notes payable into common stock issuable | 0 | 345,000 |
Warrant issuance in connection with private placement | 0 | 1,751,962 |
Addition of capital leases | 228,038 | 38,281 |
Common stock issued in connection with acquisitions | 4,929,000 | 0 |
Cashless exercise of warrants | 222,299 | 0 |
Contingent Consideration in Connection with Aquisition [Member] | ||
Non-Cash Transactions: | ||
Non cash consideration in connection with acquisitions | 4,922,613 | 0 |
Deferred Revenue in Connection with Acquisition [Member] | ||
Non-Cash Transactions: | ||
Non cash consideration in connection with acquisitions | $ 127,334 | $ 0 |
Note 1 - Organization and Opera
Note 1 - Organization and Operations | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – 6D Global Technologies, Inc. (the “Company or “6D Global”) is a digital business solutions company serving the digital marketing and technology needs of enterprise-class organizations worldwide. 6D Global offers a full suite of services and solutions to help large organizations optimize digital business channels and create better experiences for their customers. Services include web content management, web analytics, marketing automation, mobile applications, business intelligence, marketing cloud, and IT infrastructure staffing solutions. In addition, the Company provides digital marketing and digital technology consulting services to leading enterprises during periods of critical change and growth. As more fully described below, on September 29, 2014, CleanTech Innovations Inc. (“CleanTech”) consummated an Agreement and Plan of Share Exchange (the “Exchange Agreement” or the “Exchange”) with Six Dimensions, Inc., a Nevada corporation formerly known as Initial Koncepts, Inc. (“Six Dimensions”), whereby CleanTech acquired all of the issued and outstanding capital stock of Six Dimensions, 29,643,068 shares, in exchange for 38,664,871 shares of Common Stock (an exchange ratio of approximately 1.3 shares of CleanTech common stock for each share of Six Dimensions stock), and, simultaneously therewith, CleanTech completed a private placement equity offering to accredited investors. Pursuant to this private placement, CleanTech received $4,556,100 in gross proceeds and issued 2,201,031 shares of Common Stock to the purchasers thereunder. Pursuant to the Exchange Agreement, in September 2014, CleanTech converted into a Delaware corporation whereby it changed its name to 6D Global Technologies, Inc. (stock symbol: “SIXD”, website: www.6DGlobal.com), increased the number of its authorized shares of capital stock from 28,985,507 to 160,000,000 shares, of which 150,000,000 shares were designated common stock, par value $0.00001 per share (the “Common Stock”) and 10,000,000 shares were designated preferred stock, par value $0.00001 per share (the “Preferred Stock”). Reverse Recapitalization Six Dimensions was originally incorporated as Initial Koncepts, Inc. in the State of California on February 9, 2004. On June 25, 2014, Initial Koncepts, Inc. converted from an S-Corporation into a California limited liability company and changed its name to Six Dimensions, LLC. On June 27, 2014, Six Dimensions, LLC converted into a Nevada C-Corporation and changed its name to Six Dimensions, Inc. On September 29, 2014, the Company undertook the following events: · Converted into a Delaware corporation. · Changed its name to 6D Global Technologies, Inc. · Increased the number of its authorized shares of capital stock from 28,985,507 to 160,000,000 of which 150,000,000 shares were designated Common Stock, par value $0.00001 per share and 10,000,000 shares were designated Preferred Stock, par value $0.00001 per share. On the same date and concurrently to the transactions described above, the Company also undertook the following transactions: · Share exchange - CleanTech consummated the Exchange Agreement with Six Dimensions, Inc., whereby the Company acquired all of the issued and outstanding capital stock of Six Dimensions in exchange for 38,664,871 shares of Common Stock. · Private placement - CleanTech completed a private placement equity offering to accredited investors. The Company received $4,556,100 in gross proceeds and issued 2,201,031 shares of Common Stock. · Debt conversion - CleanTech converted approximately $16,000,000 of debt owed to NYGG (Asia) LTD. in exchange for 35,149,883 shares of Common Stock. · Stock split - CleanTech shares of Common Stock were increased by 1,051,379 after a 2 for 3 reverse stock split. The Exchange is being treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of CleanTech's operations were disposed of prior to the consummation of the transaction. Six Dimensions is treated as the accounting acquirer as its stockholders control the Company after the Exchange Agreement, even though CleanTech was the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in these financial statements are those of Six Dimensions as if Six Dimensions had always been the reporting company and, on the date of the Exchange Agreement, changed its name and reorganized its capital stock. Since CleanTech had no operations upon the Exchange Agreement taking place, the transaction was treated as a reverse recapitalization for accounting purposes and no goodwill or other intangible assets were recorded by the Company as a result of the Exchange Agreement. Historical common stock amounts and additional paid-in capital have been retroactively adjusted using the exchange ratio of approximately 1.3 shares of CleanTech Common Stock for each one common share of Six Dimensions. |
Note 2- Going Concern
Note 2- Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 2 – Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. During the period from September through December 2015, the litigation matters did impair management’s ability to execute on growth initiatives and consumed significant liquidity resources. As a result, the Company continued to sustain net losses and relied on the proceeds of the capital raises to supplement cash needs for operations. In 2014, we completed multiple private placements amounting to $5,809,598 in gross proceeds. In addition, we completed a Stock Purchase Agreement for Convertible Redeemable Preferred Stock in August 2015 amounting to $10,000,000 of gross proceeds to fund expanding the business, potential mergers and acquisitions, and on-going operations. We experienced larger losses as a result of increased legal and professional fees beginning in September 2015 through December 31, 2015 related to the NASDAQ halt of trading of our shares and delisting procedures, along with costs associated with defending claims against us and certain members of the management team from the Discover Growth Fund and Class Action suits of various shareholders. For the year ended December 31, 2015, the Company had a cash balance of $6,096,417, accounts receivable of $1,713,112 and $3,242,910 in current liabilities as well as an immaterial amount of notes payable. At the current cash consumption rate, the Company may need to consider additional funding sources toward the end of fiscal 2016. The Company is taking proactive measures to reduce operating expenses, drive growth in revenue and expeditiously resolve any remaining legal matters. The Company anticipates meeting its cash obligations on indebtedness that is payable on or prior to December 31, 2016 from earnings from operations. The successful outcome of future activities cannot be determined at this time and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. The consolidated financial statements do not include any adjustments related to this uncertainty and as to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Note 3 - Acquisitions
Note 3 - Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | Note 3 – Acquisitions The following transactions were accounted for using the purchase accounting method which requires, among other things, that the assets acquired and liabilities assumed are recognized at their acquisition date fair value. Storycode On March 4, 2015, the Company acquired all of the issued and outstanding membership interests of the two co-founders (the “Interests”) of Topaz Interactive, LLC, an Oregon limited liability company doing business as “Storycode” pursuant to a Securities Purchase Agreement (the “Storycode SPA”) dated as of that date. The purpose of the acquisition of Storycode was to increase our service offering in our existing digital solutions clients and to obtain new client relationships. Storycode is headquartered in Portland, Oregon and provides mobile development and creative design services for medium and large businesses. Storycode creates mobile applications that feature award-winning UX (user experience) and UI (user interface) design working exclusively with the Adobe DPS platform. In consideration for the Interests, the Company paid Ms. Topaz and Mr. Porath, the two members of Storycode (collectively, the “Storycode Members”): cash in the amount of $300,000; an additional $300,000 paid in escrow to be earned by the members upon the one year anniversary of their employment; an aggregate of 300,000 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”); and additional, potential earn-out shares of Common Stock based on Storycode’s financial performance for the three years following the closing of the acquisition. The Company also agreed to employment agreements with the Storycode Members. Total acquisition costs for the Storycode acquisition incurred during the year ended December 31, 2015 was $86,161, and is included in selling general and administrative expenses in the Company’s Consolidated Statements of Operations. The purchase price in excess of the fair value of the net book values of the assets acquired and liabilities assumed was allocated to intangible assets based on management’s best estimate of fair values, taking into account all relevant information available at the time of acquisition, and the excess was allocated to goodwill. The goodwill is deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. The Company has completed the valuation of the acquisition of Storycode to determine the value of the intangible assets and goodwill. The Company’s allocation of the purchase price in connection with the acquisition of Storycode was calculated as follows: Cash $ 300,000 Stock consideration 2,604 Contingent consideration 2, 733,334 Total consideration $ 5,637,334 The consideration transferred for the Storycode acquisition was allocated across the net assets of the Company as follows: Description Fair Value Weighted Average Useful Life (in years) Cash $ 100,000 Deferred revenue (59,384 ) Trade name 330,000 7 Customer relationship 900,000 5 Non-compete agreement 61,000 1.5 Due from seller 46,368 Goodwill 4,259,350 Total consideration $ 5,637,334 The criteria contained in the Storycode SPA related to the contingent consideration payable to Storycode is from April 1, 2015 through March 31, 2018, and based on performance milestones and other terms set forth in the Storycode SPA, the Storycode Members may receive up to 400,000 restricted shares of 6D Global’s Common Stock. In addition, the Company after one year of employment with the Company, the Storycode Members will receive $300,000 cash, which was placed in escrow at the closing of the transaction. The Company determined the fair value of the contingent consideration to be $2,733,334. The potential range of contingent consideration can range from $0 cash and no issuance of Common Stock, in the event that the Storycode Members are not employed by the Company for one year and the performance milestones are not reached, to $300,000 in cash and 400,000 restricted shares of Common Stock. The Company recorded the potential earn-out of 400,000 restricted shares which is part of the purchase price in the amount of $2,604,000 as additional paid-in capital included in stockholders’ equity in the Consolidated Balance Sheets. Since the contingent cash consideration is contingent upon the Storycode Members remaining employees of the Company for a one-year period, the Company will record this as compensation expense in the Consolidated Statements of Operations when earned. SwellPath On March 20, 2015, the Company entered into and consummated a Securities Purchase Agreement (the “SwellPath SPA”) to acquire all of the issued and outstanding shares (the “SwellPath Shares”) of SwellPath, Inc., (“SwellPath”) an Oregon corporation. SwellPath is a professional services firm that delivers analytics consulting, search engine optimization and digital advertising services to medium and large scale enterprises across North America. SwellPath enables clients to align and maximize their digital marketing initiatives by tracking both on and offline marketing campaigns and performing more effective targeting to enhance return on investment. SwellPath complements the Company’s overall acquisition strategy to provide a full-service digital marketing solutions offering to its clients, particularly in areas where the Company’s clients have expressed needs, while leveraging the Company’s partnership with Adobe Systems Incorporated to expand its Adobe Analytics offering. The purchase price for the SwellPath Shares was comprised of: (i) cash in the amount of $300,000; (ii) 300,000 shares of the Company’s Common Stock; and (iii) up to an additional 300,000 shares of Common Stock and $650,000, based upon the achievement by SwellPath of certain performance milestones within the first and second anniversaries of the closing of the transaction. In addition, the Company acquired all of the goodwill associated with SwellPath from its founder, Adam Ware, for cash in the amount $300,000. Also, the Company agreed to an employment agreement with Mr. Ware to serve as Vice-President, containing customary terms, conditions and covenants for such an agreement. Total acquisition costs incurred for the SwellPath acquisition during the year ended December 31, 2015 was $83,030 and is included in selling general and administrative expenses in the Company’s Consolidated Statements of Operations. The purchase price in excess of the fair value of the net book values of the identifiable assets acquired and liabilities assumed was allocated to intangible assets based on management’s best estimate of fair values, taking into account all relevant information available at the time of acquisition, and the excess was allocated to goodwill. The goodwill and identifiable intangible assets are not deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. The Company has completed the valuation of the acquisition of SwellPath to determine the value of the intangible assets and goodwill. The Company’s allocation of the purchase price in connection with the acquisition of SwellPath was calculated as follows: Cash $ 600,000 Stock consideration 2,325,000 Contingent consideration 2,189,279 Total consideration $ 5,114,279 The consideration transferred for the SwellPath acquisition was allocated across the net assets of the Company as follows: Description Fair Value Weighted Average Useful Life (in years) Cash $ 257,601 Deferred revenue (67,950 ) Accrued liability (51,195 ) Deferred tax liability ( 620,767 ) Trade name 10,000 3 Customer relationship 1,560,000 5 Non-compete agreement 67,000 1.5 Goodwill 3,959,590 Total consideration $ 5,114,279 The following are the criteria contained in the SwellPath SPA related to the contingent consideration payable to SwellPath: 1. If SwellPath’s financial performance for the period from April 1, 2015 to March 31, 2016 exceeds certain performance milestones and other terms set forth in the SwellPath SPA, the Company is may be required to pay SwellPath up to $650,000 in cash. 2. If SwellPath’s financial performance for the period from April 1, 2016 to March 31, 2017 exceeds certain performance milestones and other terms set forth in the SwellPath SPA, SwellPath may receive up to 300,000 restricted shares of 6D Global’s Common Stock. The Company determined the fair value of the contingent consideration to be $2,189,279. The potential range of contingent consideration can range from $0 cash and no issuance of Common Stock, in the event SwellPath fails to achieve the minimum financial performance in the required time, to $650,000 in cash and 300,000 shares of Common Stock, in the event SwellPath achieves the financial performance target as of March 31, 2017. The Company recorded contingent consideration in the amount of $472,040 as a liability in its Consolidated Balance Sheets which represents the fair value of the cash contingent consideration. The Company recorded the potential earn-out of 300,000 restricted shares in the amount of $1,717,238 as Additional paid-in capital included in stockholders’ equity in the Consolidated Balance Sheets. As of December 31, 2015, the Company recorded $145,997 of related accretion associated with the cash contingent consideration as interest expense in the Consolidated Statements of Operations. The Company will continue to assess earn-out calculations related to the contingent consideration in future periods and any future adjustments will affect operating income. Unaudited Pro Forma Results The following table presents the unaudited pro forma results of the Company for the years ended December 31, 2015 and 2014 as if the acquisitions of Storycode and SwellPath occurred on January 1, 2014. The pro forma results include estimates and assumptions which management believes are necessary. However, pro forma results do not include an anticipated cost savings or their effects of the planned integration of Storycode and SwellPath and are not necessarily indicative of the result that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future. The unaudited pro forma revenue and net income for Storycode was $145,712 and $6,042, respectively, for the pre-acquisition period. The unaudited pro forma revenue and net income for SwellPath was $472,442 and $904, respectively, for the pre-acquisition period. Unaudited Pro Forma Results of Operations for the Acquisitions of Storycode and SwellPath For the Year Ended December 31, 2015 (Audited) December 31, 2014 (Audited) Revenues $ 13,408,046 $ 13,455,455 (Loss) income $ (7, 987,605 ) $ 1,254,127 Net (loss) income from operations $ ( 17,104,343 ) $ 1,230,637 Basic and diluted (loss) income per share $ (0. 22 ) $ 0.03 |
Note 4 - Significant and Critic
Note 4 - Significant and Critical Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 4 – Significant and Critical Accounting Policies and Practices The management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP for year-end financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, since they are year-end statements, the accompanying consolidated financial statements include all of the information and notes required by U.S. GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position for the years ended December 31, 2015 and 2014, and the results of operations and cash flows for the annual periods presented. Principles of Consolidation The Company’s consolidated financial statements include all of its accounts and any intercompany balances have been eliminated in accordance with U.S. GAAP. The Company has three subsidiaries, Six Dimensions Inc., Storycode, and SwellPath organized as two operating segments that are combined into one reporting segment. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). The preparation of financial statements and related disclosures in conformity with U.S. GAAP, and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and such differences may be material. Management believes the Company’s critical accounting policies and estimates are those related to revenue recognition, allowances, leases and income taxes. Cash Cash consists of checking accounts, marketable securities and money market accounts. The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash. The Company maintains cash balances, which, at times, may exceed the amounts insured by the Federal Deposit Insurance Corporation (the “FDIC”). Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions. Management charges balances off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company determines when receivables are past due or delinquent based on how recently payments have been received. Outstanding account balances are reviewed individually for collectability. 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. For the years ended December 31, 2015 and 2014, the allowance for doubtful accounts was not material. Additionally, there were no write-offs of the Company accounts receivables for the years ended December 31, 2015 or 2014. The Company does not have any off-balance-sheet credit exposure to its customers. Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Life (Years) Machinery and Equipment 1 – 3 Furniture 4 – 5 Software 3 Business Combinations The Company accounts for its business combinations under the provisions of Accounting Standards Codification ("ASC") Topic 805-10, Business Combinations ("ASC 805-10"), which requires that the purchase method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including non-controlling interests, are recorded at the date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. The estimated fair value of net assets acquired, including the allocation of the fair value to identifiable assets and liabilities, was determined using established valuation techniques. The estimated fair value of the net assets acquired was determined using the income approach to valuation based on the discounted cash flow method. Under this method, expected future cash flows of the business on a stand-alone basis are discounted back to a present value. The estimated fair value of identifiable intangible assets, consisting of customer relationships, the trade names and non-compete agreements acquired were determined using the multi-period excess earnings method, relief of royalty method and discounted cash flow methods, respectively. The multi-period excess earnings method used to value customer relationships requires the use of assumptions, the most significant of which include: the remaining useful life, expected revenue, survivor curve, earnings before interest and tax margins, marginal tax rate, contributory asset charges, discount rate and tax amortization benefit. The most significant assumptions under the relief of royalty method used to value trade names include: estimated remaining useful life, expected revenue, royalty rate, tax rate, discount rate and tax amortization benefit. The discounted cash flow method used to value non-compete agreements includes assumptions such as: expected revenue, term of the non-compete agreements, probability and ability to compete, operating margin, tax rate and discount rate. Management has developed these assumptions on the basis of historical knowledge of the business and projected financial information of the Company. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values. The discounted cash flow valuation method requires the use of assumptions, the most significant of which include: future revenue growth, future earnings before interest, taxes, depreciation and amortization, estimated synergies to be achieved by a market participant as a result of the business combination, marginal tax rate, terminal value growth rate, weighted average cost of capital and discount rate. Contingent Consideration The fair value of the Company’s contingent consideration is based on the Company’s evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity. The Company utilizes established valuation techniques to assist in the calculation of the contingent consideration at the acquisition date. The Company evaluates the forecast of the acquired entity and the probability of earn-out provisions being achieved when it evaluates the contingent consideration at initial acquisition date and at each subsequent reporting period. The fair value of contingent consideration is measured at each reporting period and adjusted as necessary. The Company evaluates the terms in contingent consideration arrangements provided to former owners of acquired companies who become employees of the Company to determine if such amounts are part of the purchase price of the acquired entity or compensation. Goodwill and Indefinite Lived Intangible Assets Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. Goodwill is assessed for impairment on an annual basis as of October 1st of each year or more frequently if events or changes in circumstances indicate that the asset might be impaired. When conducting its annual goodwill impairment assessment, the Company initially performs a qualitative evaluation of whether it is more likely than not that goodwill is impaired. If it is determined by a qualitative evaluation that it is more likely than not that goodwill is impaired, the Company then applies a two-step impairment test. In the first step, the Company determines the fair value of its reporting units using a discounted cash flow analysis. If the net book values of a reporting unit exceeds its fair value, the Company would then perform the second step of the impairment test which requires allocation of the reporting unit's fair value to all of its assets and liabilities using the acquisition method prescribed under authoritative guidance for business combinations. Any residual fair value is being allocated to goodwill. An impairment charge is recognized only when the implied fair value of the Company’s reporting unit’s goodwill is less than its carrying amount. Long-Lived Assets, Including Definite-Lived Intangible Assets Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Definite-lived intangible assets primarily consist of trade names, non-compete agreements and customer relationships. Definite-lived assets are principally amortized on a straight-line basis over the estimated useful lives of the assets. For long-lived assets used in operations, impairment losses are only recorded if the asset's carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. Leases Lease agreements are evaluated to determine if they are capital leases meeting any of the following criteria at inception: (a) transfer of ownership; (b) bargain purchase option; (c) the lease term is equal to 75 percent or more of the estimated economic life of the leased property; or (d) the present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. If at its inception a lease meets any of the four lease criteria above, the lease is classified by the Company as a capital lease; and if none of the four criteria are met, the lease is classified by the Company as an operating lease. Contingencies Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. Revenue Recognition The Company provides its services under time-and-materials contracts. Revenues earned under time-and-material arrangements are recognized as services are provided. The Company recognizes revenue from the provision of professional services when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. Appropriate allowances for discounts are recorded concurrent with revenue recognition. For fixed price service arrangements, we apply the proportional performance model or a ratable model to recognize revenue. When customer acceptance provisions exist, we are generally able to reliably demonstrate that the service meets, or will meet upon completion, the customer acceptance criteria. If circumstances exist which prevent us from verifying compliance with the acceptance provisions until the service has been completed, revenue is not recognized until compliance can be verified. Revenues recognized in excess of the amounts invoiced to clients are classified as unbilled revenues in the Company’s Consolidated Balance Sheets. As of December 31, 2015 and 2014 the balance of unbilled revenue was $491,714 and $62,049, respectively. In accordance with ASC 605, Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses, the Company classifies reimbursed expenses as revenue and the related expense within cost of revenue in the accompanying Consolidated Statements of Operations. For the years ended December 31, 2015 and 2014, the reimbursed expenses of $673,572 and $732,107, respectively were included in revenue. The Company may record deferred revenue in circumstances where the customer’s contract calls for pre-billing of services. Amounts in deferred revenue are realized when the services are provided and the criteria noted above are met. As of December 31, 2015 and 2014, the balance of deferred revenues was $257,586 and $68,420, respectively. Advertising Costs Advertising costs are expensed as incurred and included in selling, general and administrative expenses and amounted to $561,108 and $75,707 for the years ended December 31, 2015 and 2014, respectively. Research and Development Because the industries in which the Company competes are characterized by rapid technological advances, the Company’s ability to compete successfully depends heavily upon the Company’s ability to ensure a continual and timely flow of competitive services to the marketplace. Our employees continually train to enhance their skills and review third party software products. Because these expenses are not categorized as Research and Development expense, the Company’s total Research and Development expense was $0 for the years ended December 31, 2015 and 2014. Operating Expenses The Company’s operating expenses encompass selling, general and administrative expenses consisting primarily of compensation and related costs for personnel and costs related to the Company’s facilities, finance, human resources, information technology and fees for professional services. Professional services are principally comprised of outside legal, audit, information technology consulting, marketing and outsourcing services as well as the costs related to being a publically traded company. Earnings (Loss) Per Share Applicable to Common Stockholders The Company follows ASC 260, Earnings Per Share (“EPS”), which requires presentation of basic and diluted EPS on the face of the income statements for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The following is the computation of (loss) income per share applicable to common stockholders for the periods indicated: For the Years Ended December 31, 2015 (Audited) December 31, 2014 (Audited) Net loss $ ( 17,111,290 ) $ 470,565 Basic and diluted (loss) income per share $ (0. 22 ) $ 0.01 Weighted average common outstanding: Basic 78,227,127 48,500,156 Diluted 78,227,127 48,668,720 Potentially dilutive securities (1) Outstanding stock options 1,116,000 - Common stock warrants 189,806 290,394 Convertible preferred stock as converted to common shares 1,904,762 - (1) The impact of potentially dilutive securities on earnings per share is anti-dilutive in a period of net loss. Income Taxes The Company accounts for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities of the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities and for the benefit of net operating loss and tax credit carryforwards. The U.S. GAAP guidance for income taxes prescribes a two-step approach for the financial statement recognition and measurement of income tax positions taken or expected to be taken in an income tax return. The first step evaluates an income tax position in order to determine whether it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position. The second step measures the benefit to be recognized in the financial statements for those income tax positions that meet the more likely than not recognition threshold. U.S. GAAP also provides guidance on derecognition, classification, recognition and classification of interest and penalties, accounting in interim periods, disclosers and transition. Under U.S. GAAP, the Company may recognize a previously unrecognized tax benefit if the tax position is effectively (rather than “ultimately”) settled through examination, negotiation or litigation. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts and circumstances, changes in tax law, effectively settled issues, and new audit activity. Any changes in these factors could result in changes to a tax benefit or tax provision. Deferred tax assets and/or liabilities, if any, are classified as current and non-current based on the classification of the related asset or liability for financial reporting purposes, or based on the expected reversal date for deferred taxes that are not related to an asset or liability. Valuation allowances are recorded to reduce deferred tax assets to that amount which is more likely than not to be realized. The Company has recorded a full valuation allowance against its net deferred tax asset as of December 31, 2015. Stock-Based Compensation The Company established an Omnibus Incentive Plan (the “Plan”) during 2015 and issued stock-based awards to certain individuals under this plan. The Company’s board of directors approved the Plan on January 22, 2015 as disclosed in the Company’s Form DEF-14C filed on February 5, 2015 and the Plan became effective on February 25, 2015. The purpose of the Plan is to enhance the Company’s ability to attract and retain highly qualified officers, non-employee directors, key employees, consultants and advisors, and to motivate such service providers to serve the Company and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. The Plan also allows the Company to promote greater ownership in the Company by such service providers in order to align their interests more closely with the interests of the Company’s stockholders. The Company’s policy going forward will be to issue awards under the Plan. The Plan will provide the Company with flexibility as to the types of incentive compensation awards that it may provide, including awards of stock options, stock appreciation rights (“SAR”s), restricted stock, restricted stock units, other stock-based awards and cash incentive awards. The number of shares of common stock authorized for issuance under the Plan is 4,800,000, all of which may be granted as incentive stock options under the Internal Revenue Code of 1986 (the “Code”) Section 422. The Company accounts for its stock-based compensation plans in accordance with ASC 718, Stock Compensation. Accordingly, stock-based compensation for employees and non-employee directors is measured at the grant date based on the estimated fair value of the award using the Black-Scholes option pricing model. This model contains certain assumptions including expected volatility is a combination of the Company’s competitors’ historical volatility over the expected life of the option, the risk-free rate of return based on the Unites States treasury yield curve in effect at the time of the grant for the expected term of the option, the expected life based on the period of time the options are expected to be outstanding using historical data to estimate option exercise and employee termination; and dividend yield based on history and expectation of dividend payments. Stock options generally vest ratably over the terms stated in each Award Agreement and are exercisable over a period up to ten years. The Company’s stock-based compensation expense is recognized as an expense over the requisite service period and is reduced for estimated future forfeitures which are revised in future periods if actual forfeitures differ from the estimates. Changes in forfeiture estimates impact compensation expense in the period in which the change in estimate occurs. Redeemable Convertible Preferred Stock The Company accounts for its Series A Redeemable Convertible Preferred Stock (“Redeemable Preferred Stock”) under the provisions of Accounting Series Release 268, SEC Comments and Interpretations (“ASR 268”), ASC 505 – Equity, ASC 480 – Distinguishing Liabilities from Equity and ASC 815 – Derivatives and Hedging. Accordingly, these shares along with the embedded conversion feature, the redemption feature, and the conversion feature are all part of temporary equity (“mezzanine equity”) in the Company’s Consolidated Balance Sheets based upon the terms and conditions of the Stock Purchase Agreement (“SPA”). In accordance with ASC 480 the initial carrying amount of Redeemable Preferred Stock is equal to the amount of proceeds received upon issuance, as reduced for the derivative liability associated with the dividend anti-dilution protection and a conversion premium which has been bifurcated. The valuation of the derivative liability at issuance and as of December 31, 2015, was based on the following Monte Carlo inputs: August 10, 2015 December 31, 2015 Preferred A shares 1,088 1,088 Total consideration without discount $ 10,880,000 $ 10,880,000 Price per share $ 5.25 $ 5.25 Stock price on valuation date $ 5.10 $ 1.01 Shares outstanding as of measurement date 78,247,864 78,247,864 Warrants and options outstanding as of measurement date 1,440,852 1,440,852 Fully diluted shares outstanding as of measurement date 79,688,716 79,688,716 Maximum allowed shares 7,960,903 70,311,284 Expiration date August 10, 2022 August 10, 2022 Risk-free rate 1.13 % 1.85 % Remaining term (in years) 7.00 5.58 Rounded annual volatility 50 % 50 % Trials 100,000 100,000 Recently Issued Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) ASU No. 2014-15, Presentation of Financial Statements-Going Concern-Disclosures of Uncertainties about an entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides new guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards and to provide related footnote disclosures. This new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company does not expect the adoption of ASU 2014-15 to have a significant impact on the Company's consolidated results of operations, financial position or cash flows. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015. The new guidance will be applied on a retrospective basis and early adoption is permitted. The Company does not expect the adoption of ASU 2015-03 to have a significant impact on the Company's consolidated results of operations, financial position or cash flows. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes.” To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. If an entity applies the guidance prospectively, the entity should disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. If an entity applies the guidance retrospectively, the entity should disclose in the first interim and first annual period of change the nature of and reason for the change in accounting principle and quantitative information about the effects of the accounting change on prior periods. The Company does not expect the adoption of ASU 2015-17 to have a significant impact on the Company's consolidated results of operations, financial position or cash flows. In January 2016, the FASB issued ASU 2016-01 – “Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01, among other changes, requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. This Update also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The amendments in ASU 2016-01 will become effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the effect of the adoption of ASU 2016-01 will have on its consolidated results of operations, financial position or cash flows. In February 2016, the FASB issued ASU 2016-02 – “Leases (Topic 842).” Under ASU 2016-02, entities will be required to recognize of lease asset and lease liabilities by lessees for those leases classified as operating leases. Among other changes in accounting for leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. The amendments in ASU 2016-02 will become effective for fiscal years beginning after December 15, 2018, including interim periods with those fiscal years, for public business entities. The Company is currently evaluating the effect of the adoption of ASU 2016-02 will have on its consolidated results of operations, financial position or cash flows. In March 2016, the FASB issued ASC 2016-09 – “Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-based Payment Accounting.” The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition to these simplifications, the amendments eliminate the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. This should not result in a change in practice because the guidance that i |
Note 5 - Fair Value of Financia
Note 5 - Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 5 – Fair Value of Financial Instruments The Company has categorized its financial assets and liabilities measured at fair value into a three level hierarchy in accordance with U.S. GAAP. Fair value is defined as an exit price, the amount that would be received upon the sale of an asset or paid upon the transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, unbilled revenues, accounts payable, and due to factor, approximate their fair values because of the short maturity of these instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements for the years ended December 31, 2015 and 2014. The following tables disclose the assets and liabilities measured at fair value on a recurring basis for the period indicated and the basis for that measurement: Fair Value Measurement at December 31, 2015 Total Level 1 Level 2 Level 3 Liabilities Contingent SwellPath acquisition consideration $ 618,037 $ - $ - $ 618,037 Derivative liability 17,220,000 - - 17,220,000 $ 17,838,037 $ - $ - $ 17,838,037 As of December 31, 2014, the Company had no assets or liabilities measured at fair value. |
Note 6 - Property and Equipment
Note 6 - Property and Equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 6 – Property and Equipment, net The following is a summary of property and equipment, net for the periods indicated: December 31, 2015 (Audited) December 31, 2014 (Audited) Property and equipment $ 782,564 $ 302,699 Less accumulated depreciation and amortization (309,513 ) (147,782 ) Property and equipment, net $ 473,051 $ 154,917 Depreciation and amortization expense totaled $170,189 and $82,342 for the years ended December 31, 2015, and 2014, respectively. |
Note 7 - Goodwill and Intangibl
Note 7 - Goodwill and Intangible Assets, net | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 7 – Goodwill and Intangible Assets, net Goodwill The following table summarizes the Company’s goodwill for the periods indicated resulting from the acquisitions by the Company: Goodwill Balance at December 31, 2014 $ - Storycode acquisition 4,259,350 SwellPath acquisition 3,959,590 Balance at December 31, 2015 $ 8,218,940 During the year ended December 31, 2015 the Company recognized an adjustment to goodwill to reflect the fair value of the stock consideration for the business acquisitions made during the first quarter of 2015. Intangible Assets, net The following table summarizes the Company’s intangible assets, net for the period indicated: December 31, 2015 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Impairment Net Book Value Trade names 3 to 7 $ 340,000 $ 41,925 $ - $ 298,075 Customer relationships 5 2,460,000 283,475 - 2,176,525 Non-compete agreements 1.5 128,000 69,250 - 58,750 Total Intangible assets, net $ 2,928,000 $ 394,650 $ - $ 2,533,350 Amortization expense related to intangible assets totaled $394,650 and $0 for the years ended December 31, 2015, and 2014, respectively. As of December 31, 2014 the Company had no intangible assets. The following table summarizes the Company’s future amortization expense for the periods indicated: 2016 $ 572,653 2017 570,415 2018 590,917 2019 591,928 2020 152,437 Thereafter 55,000 Total future amortization expense $ 2,533,350 |
Note 8 - Related Party Transact
Note 8 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 8 – Related Party Transactions Due from Related Party The Company had a loan outstanding to its largest stockholder. The receivable bore interest at 2.64% with no definite repayment terms and during the year ended December 31, 2014 interest totaled $46,433. During the year ended December 31, 2014, and prior to the Company becoming a C Corporation, the loan balance of $456,563 was eliminated as the Company treated the loan balance as a stockholder distribution. No amounts were due from the related party for the years ended December 31, 2015 and 2014. Stockholder distributions for the periods ended December 31, 2015 and 2014 totaled $0 and $502,371 respectively. |
Note 9 - Accounts Payable and A
Note 9 - Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Note 9 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following for the periods indicated: December 31, 2015 (Audited) December 31, 2014 (Audited) Accrued trade payables $ 1, 150,438 $ 703,725 Accrued compensation 731,010 335,576 Total accounts payable and accrued liabilities $ 1, 881,448 $ 1,039,301 |
Note 10 - Letter of Credit and
Note 10 - Letter of Credit and Restricted Cash | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents Disclosure [Text Block] | Note 10 – Letter of Credit and Restricted Cash On January 9, 2015, the Company amended the lease for office space at its corporate headquarters in New York. As a result of the amended lease, the Company has secured a standby letter of credit for the benefit of the landlord for the required security deposit (see Note 18 - Commitments and Contingencies). The letter of credit is in the amount of $354,814. The letter of credit expires in July 2020 and contains renewal periods of one year. The letter of credit was collateralized by $355,707 and $110,699 of cash for the periods ended December 31, 2015 and 2014, respectively, which was reported as restricted in the Consolidated Balance Sheets. In March 2015, the Company established a restricted cash account in the amount of $300,000 related to the Storycode acquisition. |
Note 11 - Due to Factor
Note 11 - Due to Factor | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | Note 11 – Due to Factor On August 6, 2013, the Company signed a one-year agreement with a financial services company for the purchase and sale of accounts receivables on a recourse basis. The financial services company commenced funding during August 2013. The financial services company advanced up to 90% of qualified customer invoices, less applicable discount fees, and held the remaining 10% as a reserve until the customer paid the financial services company. The released reserves were returned to the Company. The Company was charged 0.7% for the first thirty (30) days outstanding. As well as each subsequent month prime plus 1.75% daily for funds outstanding over thirty (30) days. On August 21, 2014, the Company renewed this agreement which included among other changes, an elimination of the interest rate and the adoption of a Service Fee of 1.15% per month for all periods covered under the renewed agreement. Since inception, uncollectable customer invoices are charged back to the Company after ninety (90) days. The renewed agreement was scheduled to expire in August 2015. On July 27, 2015, the Company terminated its factor agreement with the financial services company. As of December 31, 2015 and 2014, the advances from the factor, inclusive of fees, amounted to $0 and $970,541, respectively, which were offset against due from factor of $0 and $136,603, respectively. Advances from the factor were collateralized by substantially all assets of the Company. |
Note 12 - Short-term Debt
Note 12 - Short-term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | Note 12 – Short-Term Debt On July 27, 2015, the Company implemented an Asset Based Lending Agreement (the “ABL”) with The California Bank of Commerce. The Company may borrow up to $3,000,000 of their eligible Accounts Receivable. Interest accrues at a rate of 3.75% plus the prime rate with a minimum of 7.00%. In connection with this line of credit the Company paid $22,500 in fees which was recorded in the Company’s Selling, general and administrative expense in its Consolidated Statements of Operations for the year ended December 31, 2015. The line of credit automatically renews annually unless the Company provides prior written notice of its intent to cancel the agreement. Through the ABL the Company will achieve lower interest expenses and greater scalability in their credit facility. During the term of the ABL the Company shall maintain and satisfy the following financial ratios (each of which shall be determined in accordance with U.S. GAAP, consistently applied: (a) Minimum Income Requirements . As of December 31, 2015, the Company had an outstanding balance and unused balance in the ABL of $623,642 and $2,376,358, respectively. For the year ended December 31, 2015, the Company paid $66,456 in interest on the ABL. |
Note 13 - Notes Payable
Note 13 - Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 13 – Notes Payable In 2013 and prior, the Company issued $580,000 of notes payable to various individuals for business operations and growth opportunities. Prior to 2013, the Company executed a note for $94,060. The note matures in January 2021 and bears no interest. The monthly fixed principal payment is $550. The note is secured by all assets of the Company. The total outstanding balance as of December 31, 2015 and December 2014 is $53,420 and $60,020, respectively. Future minimum debt repayments at December 31, 2015 are as follows: 2016 $ 6,600 2017 6,600 2018 6,600 2019 6,600 2020 6,600 Thereafter 20,420 Total $ 53,420 On May 27, 2014, the Company sold a $20,000 promissory note maturing in August 2014. The note bore interest at 1% per month with interest payable monthly. The promissory note was subsequently converted into equity. During May and June of 2014, certain note holders converted their promissory notes into common stock. In total, $345,000 of promissory notes was converted into 300,001 shares of Common Stock. In connection with the note conversions, the Company recorded a loss on debt extinguishment of $57,502 in the accompanying Consolidated Statements of Operations. In June 2014, the Company repaid the remaining $255,000 of outstanding notes payable issued in 2013 and prior that had not converted into equity. |
Note 14 - Stock Based Compensat
Note 14 - Stock Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 14 – Stock Based Compensation The fair values of stock option grants during the year ended December 31, 2015 were calculated on the date of the grant using the Black-Scholes option pricing model. There were no stock options granted during the year ended December 31, 2014. Compensation expense is recognized over the period of service, generally the vesting period (see Note 3 - Significant and Critical Accounting Policies and Practices). During the year ended December 31, 2015, the Company granted a total of 80,000 stock options to certain members of its Board of Directors. The following assumptions were used in the Black-Scholes options pricing model to estimate the fair value of stock options on the grant date: Fair value of Company’s Stock Options Granted $ 292,400 Volatility 45.00 % Exercise price $ 8.60 Estimated life 5.50 years Risk free interest rate (based on 5-year treasury rate) 1.38 % Dividend 0.00 % During the year ended December 31, 2015, the Company granted a total of 1,201,000 options to certain employees and officers of the Company. The following assumptions were used in the Black-Scholes options pricing model to estimate the fair value of stock options on the grant date: Fair value of Company’s Stock Options Granted $ 2,904,000 Volatility 45.00– 50.00 % Exercise price $2.63 to 11.25 Estimated life 6.50 years Risk free interest rate (based on 5-year treasury rate) 1.57 to 2.03 % Dividend 0.00 % The following table summarizes the Company’s stock option activity and related information for the period indicated: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Weighted Average Exercise Price Outstanding at January 1, 2015 - $ - - - Granted 1,281,000 $ 2.50 4.15 8.24 Exercised - $ - - - Forfeited (165,000 ) $ 2.40 4.39 8.35 Outstanding at December 31, 2015 1,116,000 $ 2.51 4.10 8.23 Exercisable at December 31, 2015 80,000 3.66 4.10 8.60 In accordance with ASC 718, Share Based Payment (“ASC 718”), total compensation expense for stock based compensation awards was $1,424,672 for the year ended December 31, 2015. Expenses for stock based compensation are included in the accompanying Consolidated Statements of Operations in cost of goods sold of $123,455 as well as in selling, general and administrative expense of $1,301,217 for the year ended December 31, 2015. As of December 31, 2015 there was $1,771,728, of total unrecognized stock-based compensation cost, net of estimated forfeitures, related to stock options which is expected to be recognized over the next 4.3 years. The Black Scholes valuation model requires the Company to estimate key assumptions such as expected volatility, expected terms, risk-free interest rates and dividend yields. The Company determined the assumptions in the Black Scholes valuation model as follows: expected volatility is a combination of the Company’s competitors’ historical volatility; expected term is calculated using the “simplified” method prescribed in ASC 718; and the risk free rate is based on the U.S. Treasury yield on 5 and 7-year instruments in effect at the time of grant. A dividend yield is not used, as the Company has never paid cash dividends and does not currently intend to pay cash dividends other than as required to settle out the dividend derivative liability. The Company periodically reviews the assumptions and modifies the assumptions accordingly. As part of the requirements of ASC 718, the Company is required to estimate potential forfeitures of stock option and restricted stock unit grants and adjust compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock based compensation expense to be recognized in future periods. The fair values of stock option and restricted stock unit grants are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Compensation expense recognized is shown in the operating activities section of the Consolidated Statements of Cash Flows. During 2014 an additional $354,409 of stock compensation expense was determined to be unrecorded. During the period from September 30, 2014 to September 30, 2015, an additional approximate $397,646 of stock compensation expense was determined to be unrecorded. The Company has since adjusted its consolidated financial statements to include these amounts in their respective periods and has restated its consolidated financial statements accordingly. See Note 22 – Prior Year Restatement for further information. |
Note 15 - Common Stock
Note 15 - Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 15 – Common Stock The table below shows the Company’s par value, authorized shares, issued shares and outstanding shares of its Common Stock for the periods indicated: Common Stock December 31, 2015 (Audited) December 31, 2014 (Audited) Authorized; par value $0.00001 150,000,000 150,000,000 Issued 78,247,864 77,575,617 Outstanding 78,247,864 77,575,617 During June 2014, the Company issued 142,362 shares of Common Stock to investors in private placements at $1.75 per share for total proceeds of $191,000. During July 2014, the Company issued 7,454 shares of Common Stock to an investor in a private placement at $1.75 per share for total proceeds of $10,000. During May and June of 2014, certain note holders converted their promissory notes into Common Stock. In total, $345,000 of promissory notes was converted into 300,001 shares of Common Stock. In connection with the note conversions, the Company recorded a loss on debt extinguishment of $57,502 in the accompanying Consolidated Statements of Operations. In September 2014, the Company completed a private placement equity offering to accredited investors pursuant to an Agreement and Plan of Share Exchange (the “Exchange Agreement”). The Company received $4,556,100 in gross proceeds and issued 2,201,031 shares of Common Stock. The issuance costs associated with the private placement were $774,213. These costs have been recorded as a reduction to additional paid-in capital as of the year ended December 31, 2014. The Exchange Agreement completed in September 2014 had the following impact on stockholders’ equity: · In January 2014, the beginning balance of common shares, Common Stock and additional paid in capital were changed to reflect the exchange of 1.3 CleanTech Innovations Inc. (“CleanTech”) shares for each share of Six Dimensions, Inc., a Nevada corporation formerly known as Initial Koncepts, Inc. (“Six Dimensions”). · The stockholders’ equity balances of CleanTech as of September 2014 were added to total stockholders’ equity to reflect the reverse recapitalization transaction. On November 21, 2014, the Company completed a private placement equity offering to accredited investors. The Company received $1,052,498 in gross proceeds, and issued 508,453 shares of Common Stock. The issuance costs associated with the private placement were $236,832. These costs have been recorded as a reduction to additional paid-in-capital for the year ended December 31, 2014. On March 4, 2015 and March 20, 2015, the Company issued 300,000 shares, respectively, of its Common Stock to each of Storycode and SwellPath, as part of the respective acquisitions of each of these entities (see Note 2 - Acquisitions). During the period ended December 31, 2015, 100,588 warrants were exercised through a cashless exercise provision for the issuance of 72,248 shares of the Company’s Common Stock (see Note 16 - Warrants). |
Note 16 - Redeemable Convertibl
Note 16 - Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Preferred Stock [Text Block] | Note 16 – Redeemable Convertible Preferred Stock Redeemable Convertible Preferred Stock The table below shows the Company’s par value, authorized shares, issued shares and outstanding shares of its Redeemable Convertible Preferred Stock for the periods indicated: Redeemable Convertible Preferred Stock December 31, 2015 (Audited) December 31, 2014 (Audited) Authorized; par value $0.00001 10,000,000 10,000,000 Issued 1,088 - Outstanding 1,088 - Background On August 10, 2015, the Company entered into a Stock Purchase Agreement (“SPA”) with a single institutional investor pursuant to which the Company agreed to issue and sell 1,088 shares of the Company’s newly designated Series A Redeemable Convertible Preferred Stock of the Company, par value $0.00001 per share (the “Redeemable Preferred Stock”), convertible into shares of the Company’s Common Stock, at a fixed conversion price of $5.25 per share, at a purchase price of $10,000 per share with an 8% original issue discount, for total gross proceeds of $10.0 million, or the sale of approximately $10.88 million. Conversion Feature The Redeemable Preferred Stock may be converted to shares of the Company’s Common Stock at either the holder or the Company’s option provided certain equity conditions are met. Redemption Feature The Stock Purchase agreement contains a redemption and an early redemption option at the Company’s option, not the holders (provided that no Trigger Event has occurred). Dividends The dividend rate amounts to 8.5% per annum subject to certain upward or downward adjustments based upon the market value of the Company’s Common Stock, with a maximum dividend rate of 17.0% and a minimum dividend rate of 0.0%, and will accrue until the earlier of conversion, redemption, or maturity. In addition, the dividend rate will increase by 10 percentage points in the event of certain “triggering events,” including as described below. The Redeemable Preferred Stock will mature seven years following the issuance date, at which time such shares will automatically convert into shares of Common Stock. Conversion Premium Upon conversion, the Company shall pay the holders of the Redeemable Preferred Stock being converted a conversion premium equal to the amount of dividends that such shares would have otherwise received if they had been held through the dividend maturity date. The conversion premium is only payable in certain circumstances and meets the definition of a contingent dividend. The dividends and conversion premium may be paid in cash or, at the Company’s option, shares of Common Stock. If the Company elects to pay the dividends or conversion premium amount in the form of Common Stock, the number of shares to be issued shall be calculated (subject to adjustment under certain triggering events) by using 90.0% of the average of the five lowest daily volume weighted average prices during the measurement period, less $0.05 per share of Common Stock, not to exceed 100% of the lowest sales price on the last day of such measurement period, less $0.05 per share of Common Stock. The Company will not issue any of its Common Stock that would result in the holder being deemed to beneficially own more than 4.99% of the total Common Stock outstanding at any one-time (which may be increased to 9.99% at the option of the holder). The net proceeds of the transaction are intended to be used to finance potential future acquisitions, global expansion, increase sales and marketing efforts, and for general corporate purposes, including working capital to foster the Company’s continued growth. Authorized, issued and outstanding stock are as follows for the periods indicated: Series A Redeemable Convertible Preferred Stock December 31, 2015 (Audited) December 31, 2014 (Audited) Stock authorized 1,088 - Stock outstanding 1,088 - Par value $ 0.00001 - Conversion price $ 5.25 - Dividend rate 26.00 % - Original issue date August 10, 2015 - Redemption date August 10, 2022 - Triggering Event On September 10, 2015 the Company’s trading was halted at a closing bid of $2.90. As a result, the “Triggering Event” as defined within the SPA as “a suspension from trading or the failure of the Common Stock to be trading or listed on the NASDAQ Capital Market;" is considered to be met. Accordingly, this event had the following implications on the Redeemable Preferred Stock: · The dividend rate will adjust upward by 10 percentage points from the applicable dividend rate. · If the Company elects to pay dividends or the conversion premium amount in Common Stock, the number of shares to be issued will be calculated by using 80.0% of the lowest daily volume weighted average price during any Measurement Period for any conversion by Holder, less $0.05 per share of Common Stock, not to exceed 80.0% of the lowest sales price on the last day of any Measurement Period, less $0.05 per share of Common Stock. · The Company no longer has the option to redeem the shares prior to the dividend maturity date. · As the equity conditions per the SPA were not met at December 31, 2015, the Company does not have the ability to convert the Redeemable Preferred Stock to Common Shares prior to the Dividend Maturity date. · The measurement date is adjusted to the period beginning from the Issuance date and ending 30 trading days after all applicable Conversion shares have actually been received into the Holder’s designated brokerage account. For each trading day during the Measurement Period on which less than all of the conditions of the agreements are not met, 1 Trading Day will be added to what otherwise would have been the end of the Measurement Period. Administrative and legal fees incurred as of December 31, 2015 and 2014 related to the issuance of the Redeemable Preferred Stock are $614,402 and $0, respectively, and are recorded as a reduction to the carrying value of the Redeemable Preferred Stock. Classification and Accounting of Redeemable Preferred Stock The Redeemable Preferred Stock are to be classified as part of temporary equity (mezzanine equity) along with the associated identified financial instruments including the embedded conversion feature and the redemption feature in the Company’s Consolidated Balance Sheets based upon the terms and conditions of the SPA. The initial carrying amount of Redeemable Preferred Stock is equal to the amount of proceeds received upon issuance, as reduced for the derivative liability associated with the dividend anti-dilution protection and conversion premium. The conversion premium and the dividends associated with the Redeemable Preferred Stock contain an anti-dilution feature within the dividend rate, which fluctuates inversely to the changes in the value of the Company’s stock price. Under ASC 480 Distinguishing Liabilities from Equity (“ASC 480”) the Company’s management noted that this inverse relationship triggers liability treatment of such features. Accordingly, the conversion premium and the dividends are identified as a derivative liability which require bifurcation from the Redeemable Preferred Stock. Initial and subsequent measurement of these feature will be recorded at fair value, with changes in fair value recognized in earnings on a quarterly basis. The fair value of the conversion premium and dividend anti-dilution features were determined to be $7,927,280 upon issuance at August 10, 2015 and $17,220,000 as of December 31, 2015. The change between the two valuations of $9,292,720 is recorded as part of the Loss on derivative liability. Below is the activity for the Company’s preferred issuances for the periods presented: Redeemable Convertible Preferred Stock Shares Amount December 31, 2014 - $ - Issuance of preferred stock 1,088 10,000,000 Bifurcation of anti-dilution features - (7,927,280 ) Equity issuance costs - (614,402 ) December 31, 2015 1,088 $ 1,458,318 |
Note 17 - Warrants
Note 17 - Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | Note 17 – Warrants On September 29, 2014, in connection with the Exchange Agreement, the Company completed a private placement equity offering to accredited investors, raising $4,556,100 in gross proceeds. For its assistance in this private placement of equity, the Company paid a placement agent commissions representing 10% of the gross proceeds and issued it warrants to purchase 258,155 shares of the Company’s Common Stock. The fair value of the warrants was calculated using the Black-Scholes model and the following assumptions: estimated life of five years, volatility of 46.5%, risk-free interest rate of 1.77% and dividend yield of 0%. The fair value of the warrants at grant date was $1,660,526. On November 21, 2014, the Company completed a private placement equity offering to accredited investors, raising $1,052,498 in gross proceeds. For its assistance in this private placement of equity, the Company paid a placement agent commissions representing 10% of the gross proceeds and issued it warrants to purchase 32,239 shares of the Company’s Common Stock. The fair value of the warrants was calculated using the Black-Scholes model and the following assumptions: estimated life of five years, volatility of 46.5%, risk-free interest rate of 1.63% and dividend yield of 0%. The fair value of the warrants at grant date was $91,436. During the year ended December 31, 2015, 100,588 warrants were exercised through a cashless exercise provision for the issuance of 72,247 shares of the Company’s Common Stock with an exercise price of $2.21. The fair values of warrants during the year ended December 31, 2015 were calculated on the date of the grant using the Black-Scholes option pricing model. The Black Scholes valuation model requires the Company to estimate key assumptions such as expected volatility, expected terms, risk-free interest rates and dividend yields. The Company determined the assumptions in the Black Scholes valuation model as follows: expected volatility is a combination of the Company’s competitors’ historical volatility; expected term is calculated using the “simplified” method prescribed in ASC 718; and the risk free rate is based on the U.S. Treasury yield on 5 and 7-year instruments in effect at the time of grant. A dividend yield is not used, as the Company has never paid cash dividends and does not currently intend to pay cash dividends other than as required to settle out the dividend derivative liability. The Company periodically reviews the assumptions and modifies the assumptions accordingly. The following table summarizes the warrant activity for the periods indicated: Warrants Weighted- Average Exercise Price Balance at December 31, 2014 (Audited) 290,394 $ 2.21 Granted - - Exercised (100,588 ) $ 2.21 Balance at December 31, 2015 (Audited) 189,806 $ 2.21 The warrants outstanding at December 31, 2015 are immediately exercisable at $2.21, and have a weighted average remaining term of approximately 3.69 years. The Company uses the basis for the accounting of warrants issued in connection with the private placement to the placement agent in accordance with ASC 480 Distinguishing Liabilities from Equity and ASC 815 Derivatives and Hedging. The warrants were considered an issuance cost for the private placement and therefore were deducted from the gross proceeds reducing equity. |
Note 18 - Commitments and Conti
Note 18 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 18 – Commitments and Contingencies Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. Legal Proceedings The defense costs related to the legal proceeding against the Company may be offset by payment of our claims from our insurance carriers. Discover Growth Fund v. 6D Global Technologies, Inc., et al., Case No. 15-cv-7618 (PKC) (S.D.N.Y.) On September 28, 2015, Discover Growth Fund (“Discover”) filed an action in the United States District Court for the Southern District of New York (the “District Court”) against 6D Global Technologies, Inc., its officers and directors, and certain third-parties. In its complaint, Discover alleges, among other things, that it was fraudulently induced into executing the Stock Purchase Agreement (the “SPA”), because the Company allegedly made misrepresentations regarding Benjamin Wey - also a defendant in the pending action - and his alleged involvement with the Company. Discover’s complaint further asserts claims for violations of federal securities laws, rescission, breach of contract, and fraud, all substantially arising out of the same factual allegations. Discover’s suit was assigned to District Court Judge P. Kevin Castel. Discover made a motion in the District Court for a pre-judgment attachment of the Company’s assets in aid of arbitration, and for a temporary restraining order pending a decision on its motion for attachment of the Company’s assets, which was initially granted by the court and then revised. The Company opposed Discover’s attachment motion and cross-moved to compel arbitration of Discover’s claims in accordance with the terms of the SPA. On October 30, 2015, Judge Castel completely denied Discover’s motion for an attachment of the Company’s assets and vacated the temporary restraining order. The Court found that the plaintiff had not satisfied their burden of proof regarding any alleged wrongdoing by the Company, or its officers and directors. As of the date of this filing, Discover has not filed for arbitration of its underlying claims. The Company vigorously disputes Discover’s underlying claims and intends to aggressively defend them if any arbitration is filed by Discover. The extent of the Company’s potential liability in this matter has not yet been determined. And as a result, no accrual for this exposure was made in the consolidated financial statements. Puddu et al. v. 6D Global Technologies, Inc., et al. On October 13, 2015, an individual named Sixto Castillo IV filed a putative class action complaint in the United States District Court for the Southern District of New York against the Company, certain officers and directors, and certain third-parties, putatively on behalf of the Company’s stockholders. The lawsuit seeks damages arising from alleged material misstatements and omissions concerning defendant Benjamin Wey, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act (15 U.S.C. §§ 78j(b) and 78t(a), respectively) and Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b-5). Plaintiffs Joseph Puddu, Mark Ghitis, Valery Burlak, and Adam Butter, on behalf of the putative class, subsequently filed an amended complaint and second amended complaint on March 23, 2016 and April 4, 2016, respectively. Plaintiffs allege, among other things, that defendants made false and/or misleading statements and/or failed to disclose: (1) the extent of Benjamin Wey’s purported involvement in the Company’s operations, and (2) Benjamin Wey’s purported beneficial ownership of more than 5% of the Company’s stock. Plaintiffs seek an undetermined amount of compensatory damages allegedly sustained by the putative class a result of these purported misstatements and omissions. The Company vigorously disputes the allegations made in the complaint and intends to assert an aggressive defense. The extent of the Company’s potential liability in this matter has not yet been determined. And as a result, no accrual for this exposure was made in the consolidated financial statements. Scott v. Wei et al. and 6D Global Technologies, Inc., On December 11, 2015, an individual named Allan Scott filed a shareholder action in the United States District Court for the Southern District of New York derivatively on behalf of 6D Global Technologies Inc. against certain officers and directors of the Company, certain third-parties, and the Company itself (as a nominal defendant). Mr. Scott seeks damages and injunctive relief arising from alleged breaches of fiduciary duties, unjust enrichment, and purported material misstatements and omissions in violation Section 14 of the Exchange Act (15 U.S.C. § 78n) and Rule 14a-9 promulgated thereunder (17 C.F.R. § 240.14a-9). Specifically, the complaint alleges, among other things, that defendants have harmed the Company: (1) by permitting defendant Benjamin Wei to manipulate the share price and trading volume of the Company’s stock, (2) by lacking adequate internal controls to prevent such alleged manipulation, and (3) by failing to disclose Wei’s purported actions and involvement in the Company. Mr. Scott seeks an award to the Company in an undetermined amount for damages it allegedly sustained as a result of these alleged violations, as well as injunctive relief requiring 6D Global to reform and improve its corporate governance and internal procedures. The lawsuit has been stayed by the Court pending the outcome of the motion to dismiss that defendants intend to file in the Puddu lawsuit. The Company and the named directors and officers dispute the allegations made in the complaint and intend to amount an aggressive defense. The extent of the potential liability in this matter has not yet been determined. And as a result, no accrual for this exposure was made in the consolidated financial statements. Cottam v. Glob. Emerging Capital Grp. et al. The Company has learned that on June 16, 2016, an individual named John Cottam filed a complaint in the United States District Court for the Southern District of New York against the Company, its CEO, and certain third-parties. To the Company’s knowledge, neither the Company nor its CEO has been served with this complaint. With regard to the Company and its CEO, Mr. Cottam seeks damages arising from an alleged breach of contract, as well as purported material misstatements or omissions in violation of Section 10(b) of the Securities Exchange Act (15 U.S.C. § 78j(b)) and Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b-5). Specifically, the complaint alleges, among other things, that defendants induced Mr. Cottam to invest in a private offering of Company shares by misrepresenting (i) the nature of a reorganization facilitated by the offering; (ii) certain restrictions on the selling of Company shares; and (iii) the involvement of non-party Benjamin Wey in the offering. Mr. Cottam further alleges that the Company and its CEO breached a subscription agreement by purportedly failing to issue Mr. Cottam the contracted for number of shares. Plaintiff seeks an undetermined amount of compensatory and punitive damages allegedly sustained as a result of defendants’ purported breaches, misstatements, and omissions. The Company and its CEO dispute the allegations made in the complaint and, if served, intend to mount an aggressive defense. The extent of the potential liability in this matter has not yet been determined. And as a result, no accrual for this exposure was made in the consolidated financial statements. Operating Leases The Company is obligated under various operating lease agreements for office facilities in California, New York, and Ohio. As a result of the acquisitions, the Company is also obligated under operating leases for facilities in Oregon and Minnesota. In addition, the Company leases office facilities on a month-to-month basis in Minnesota and Colorado. Rent expense under all office leases aggregated to $918,045 and $342,170 for the years ended December 31, 2015 and 2014, respectively. Rent expense was recorded in selling general and administrative expenses in the accompanying Consolidated Statements of Operations. Future minimum payments of the Company’s operating leases are as follows: 2016 $ 1,148,759 2017 1,117,905 2018 968,639 2019 792,846 2020 476,112 Thereafter 766,401 Total $ 5,270,662 Equipment Lease Rent expenses under all equipment leases aggregated $92,114 and $81,036 for the years ended December 31, 2015 and 2014, respectively. The Company is also obligated under various operating lease agreements for equipment. Rent expenses under all equipment leases are recorded in selling general and administrative expenses in the accompanying Consolidated Statements of Operations. Ohio Office Lease On June 21, 2013, the Company signed a lease commitment for its office and apartment space in Cincinnati, Ohio. The lease expires on August 30, 2018 and requires annual payments of $53,676 with increases in increments of 3% each year thereafter. Rent expense will be recognized on a straight line basis over the term of the lease. The lease contains one option to renew the lease for a term of sixty (60) months at the then prevailing market rates. New York Office Lease On January 9, 2015, the Company signed an amendment to its corporate headquarter lease. The amendment covers an additional 8,887 square feet of floor space in the same building as the original lease. The new floor space lease expires in March 31, 2020. This lease requires base annual rental payments of $488,785 for the term of the lease. Lease payments will be recognized on a straight-line basis over the term of the lease. As part of this lease agreement, among other requirements, the Company is obligated to obtain a Letter of Credit in the amount of $244,393 which will expire on July 31, 2020 (see Note 10 - Letter of Credit and Restricted Cash). New York Office Sub-lease On February 15, 2014, the Company signed a twenty-four month agreement to sub-lease a portion of its office facilities in New York City expiring in February 29, 2016. The lease requires base annual rental payments to the Company of $120,000 for the term of the lease. Rental income will be recognized on a straight-line basis over the term of the lease. As part of the lease agreement, the Company received a $30,000 security deposit, which is shown as a liability on the accompanying Consolidated Balance Sheets. On April 1, 2015, the Company amended and extended the sub-lease through August 31, 2018 and increased the rental payments to include variable increases to offset a portion of increases from the Company’s corporate headquarter lease. On April 1, 2015, the Company signed a forty-one (41) month agreement to sub-lease a portion of its office facilities in New York City expiring August 31, 2018. The lease requires increasing rental payments over the next year of the lease, followed by base annual rental payments to the Company of $102,000, plus variable increases for the remaining term of the lease. As part of the lease agreement, the Company received a $20,000 security deposit, which is shown as a liability on the accompanying Consolidated Balance Sheets. Rental income will be recognized on a straight-line basis over the term of the lease. California Office Leases On April 29, 2014, the Company signed a lease amendment for its office facilities in San Ramon, California. The amendment extends the lease past the May 31, 2014 expiration date on a month to month basis with monthly rental payments of $2,836. On June 30, 2014, the Company cancelled the lease, and the lease expired on September 30, 2014. On April 16, 2014, the Company signed a thirty-eight month lease agreement for its office facilities in Pleasanton, California expiring on August 31, 2017. The lease requires base annual rent of approximately $34,000 for the first year, with increases in increments of 3% each year thereafter. The lease contains a two month rent abatement period starting in July 2014. Rent expense will be recognized on a straight line basis over the term of the lease. The lease contains one option to renew for a term of thirty-six months. Oregon Office Lease On September 24, 2015 the Company signed an eighty-five month agreement for up to approximately 12,187 square feet of office and warehouse space which commences on March 1, 2016 and expires on March 31, 2023. The lease requires an initial base annual rental payments of $188,466 with increases in base rent of approximately 3%. Rental income will be recognized on a straight-line basis over the term of the lease. As part of the lease agreement, the Company paid a $27,819 security deposit, which will be shown as a security deposit asset on the accompanying Consolidated Balance Sheets. Deferred Rent To induce the Company to enter into certain operating leases, landlords have granted free rent for various months over the term of occupancy. Rent expenses recorded on the straight-line basis in excess of rents paid is recognized as deferred rent. For the years ended December 31, 2015 and 2014, deferred rent was $69,415 and $55,429, respectively, which is shown as a liability in the Consolidated Balance Sheets. The Company’s capital lease obligations for computer software and hardware as of December 31, 2015 are as follows: 2016 $ 148,811 2017 124,167 2018 72,910 2019 - 2020 - Thereafter - Total 345,888 Amount representing interest 31,179 Present value of future minimum lease payments 314,709 Current portion of capital lease obligations 129,857 Capital lease obligations, net of current portion $ 184,852 Future minimum payments of the Company’s capital leases are as follows: 2016 $ 129,857 2017 114,066 2018 70,786 2019 - 2020 - Thereafter - Total $ 314,709 |
Note 19 - Concentrations and Cr
Note 19 - Concentrations and Credit Risks | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 19 – Concentrations and Credit Risks Revenues For the year ended December 31, 2015, the Company had two significant customers that accounted for more than 10% of the Company’s total revenues: one company generated $1,438,151, a second company generated $2,867,298 in revenues for services provided in the CMS business segment. For the year ended December 31, 2014, the Company had two significant customers that accounted for more than 10% of the Company’s total revenues: one company generated $1,572,140 and a second company generated $1,699,599 in revenues for services provided in the CMS business segment. The Company’s sales to its top five customers accounted for approximately 56% and 52% of revenues during the year ended December 31, 2015 and 2014, respectively. During the year ended December 31, 2015, the Company had one foreign customer accounting for 22% of its revenues. During the year ended December 31, 2014, the Company had one foreign customer accounting for just under 9% of its revenues. Accounts Receivable For the years ended December 31, 2015 and 2014, the Company had approximately 56% and 57% of its accounts receivable balance held by the largest five customers, respectively. During each of the years ended December 31, 2015 and 2014, the Company had three customers accounting for more than 10% each of its accounts receivables balances, respectively. Accounts Payable For the years ended December 31, 2015 and 2014, the Company had approximately 42% and 26% of its accounts payable balances held by its largest five vendors, respectively. During each of these same periods, the Company had one and none of its vendors accounting for more than 10% each of the Company’s accounts payables balances, respectively. |
Note 20 - Income Taxes
Note 20 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 20 – Income Taxes Effective June 27, 2014, the Company converted into a C-Corporation. 2035. Federal and state net operating loss carryforwards are approximately $6,846,000 and $53,692 at December 31, 2015 and 2014, respectively. A valuation allowance has been established for the full amount of the net deferred tax assets to reduce such net assets to zero, as a result of the significant uncertainty regarding their ultimate realization. The aggregate valuation allowance increased $2,570,000 in 2015. The net difference, if any, between the provision for taxes and taxes currently payable is reflected in the balance sheet as deferred taxes. Deferred tax assets and/or liabilities, if any, are classified as current and non-current based on the classification of the related asset or liability for financial reporting purposes, or based on the expected reversal date for deferred taxes that are not related to an asset or liability. Valuation allowances are recorded to reduce deferred tax assets to that amount which is more likely than not to be realized. The Company has recorded a full valuation allowance against its net deferred tax asset as of December 31, 2015. The provision for income taxes includes the following: December 31, 2015 (Audited) December 31, 2014 (Audited) Current: Federal $ (7,654 ) $ - State - - Total Current Provision (7,654 ) - Deferred: Federal $ (415,969 ) $ (136,111 ) State (43,543 ) (25,144 ) Total deferred (459,512 ) (161,255 ) Income tax benefit $ 451,858 $ 161,255 The effects of temporary differences and tax loss carryforwards that give rise to significant portions of federal deferred tax assets and deferred tax liabilities are presented below for the periods indicated: December 31, 2015 (Audited) December 31, 2014 (Audited) Deferred tax assets: Net operating loss carry-forwards $ 2,680,597 $ 53,692 Accrued compensated absences - 60,164 Charitable contributions 2,451 - Acquisition costs 76,705 - Deferred revenues - 26,294 Share based compensation 555,504 - Deferred rent 27,066 21,302 Net deferred tax assets 3,342,323 161,452 Valuation allowance (2,570,190 ) - Deferred tax liabilities: Property and equipment - (197 ) Prepaid expenses (135,003 ) Depreciation and amortization (637,130 ) - Total deferred tax liabilities (772,133 ) (197 ) Net deferred tax assets $ - $ 161,255 On June 25, 2014, Initial Koncepts, Inc. converted from an S-Corporation into a California limited liability company (“LLC”) and changed its name to Six Dimensions, LLC. From inception through June 26, 2014, the Company was taxed as an S-Corporation under the Internal Revenue Code of 1986, as amended and applicable state statutes. Under an S-Corporation election, the income of the Company flows through to the stockholders to be taxed at the individual level rather than the corporate level. Accordingly, the Company had no tax liability at the federal level (with limited exceptions) as long as the S-Corporation election was in effect. On June 27, 2014, Six Dimensions, LLC converted into a Nevada C-Corporation and changed its name to Six Dimensions, Inc. When the Company was an S-Corporation, the income allocable to each shareholder is subject to examination by federal and state taxing authorities. In the event of an examination of the income tax returns, the tax liability of the stockholders could be changed if an adjustment in the income is ultimately determined by the taxing authorities. Deferred taxes are computed based on the tax liability or benefit in future years of the reversal of temporary differences in the recognition of income or deduction of expenses between financial and tax reporting purposes. The net difference, if any, between the provision for taxes and taxes currently payable is reflected in the balance sheet as deferred taxes. Deferred tax assets and/or liabilities, if any, are classified as current and non-current based on the classification of the related asset or liability for financial reporting purposes, or based on the expected reversal date for deferred taxes that are not related to an asset or liability. Valuation allowances are recorded to reduce deferred tax assets to that amount which is more likely than not to be realized. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company’s income tax returns are open to examination by federal, state and foreign tax authorities, generally for the years ended December 31, 2012 and later, with certain state jurisdictions open for audit for earlier years. The Company has no amount recorded for any unrecognized tax benefits as of December 31, 2015, nor did the Company record any amount for the implementation of ASC 740. The Company’s policy is to record estimated interest and penalty related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision. The Company did not recognize any interest or penalties in its consolidated statements of operations and there are no accruals for interest or penalties at December 31, 2015. The Company is not currently under examination by any tax jurisdiction. The difference between the total income taxes computed at the federal statutory rate and the benefit rom income taxes consists of the following for the periods indicated: December 31, 2015 (Audited) December 31, 2014 (Audited) Federal statutory rate 34.00 % 34.00 % State taxes net of federal benefit 2.21 % 5.16 % Changes in valuation allowance (14.63 )% - % Changes in tax filing status - % 8.99 % Non-deductible expenses (18.75 )% 3.99 % Other (0.26 )% - % Income tax benefit – Federal 2.57 % 52.14 % The Company is subject to U.S. federal income taxes and income taxes in various states in the U.S. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. Due to the Company’s NOL’s, all years remain open to examination by the major domestic taxing jurisdictions to which the Company is subject. In addition, all the NOL’s and credit carryforwards that may be used in future years are still subject to adjustment. The Company is not currently under examination by any tax jurisdiction. |
Note 21 - Business and Geograph
Note 21 - Business and Geographic Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 21 – Business Geographic Segment Information ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial performance and the results of operations of the segments prepared in accordance with U.S. GAAP when making decisions about allocating resources and assessing performance of the Company. The Company has determined that its two reportable segments are CMS and IT Staffing. CMS offers web content management solutions, marketing cloud solutions, mobile applications, analytics, front-end user experience and design, and marketing automation. The IT Staffing segment provides contract and contract-to-hire IT professional staffing services. During the current year, the Company has allocated additional selling, general, and administrative expenses and other expenses to the CMS business segment to reflect the Company’s focus on the digital market space most serviced by the CMS business Segment. Costs excluded from segment operating income include various corporate expenses such as share-based compensation expense, income taxes, other income and expenses, various nonrecurring charges, and other separately managed general and administrative costs. There are currently no intersegment revenues. Asset information by operating segment is not presented below since the chief operating decision maker does not review this information by segment. The reporting segments follow the same accounting policies used in the preparation of the Company’s consolidated financial statements which are described in Note 4 – Significant and Critical Accounting Policies and Practices. Segment information relating to the Company’s results of operations was as follows for the periods indicated: For the Years Ended Revenues December 31, 2015 (Audited) December 31, 2014 (Audited) CMS $ 11,229,654 $ 6,863,959 IT Staffing 1,560,238 4,933,854 Total $ 12,789,892 $ 11,797,813 For the Years Ended Gross Margin December 31, 2015 (Audited) December 31, 2014 (Audited) CMS $ 4,737,208 $ 3,243,563 IT Staffing 324,440 1,128,393 Total $ 5,061,648 $ 4,371,956 For the Years Ended Business Segment Performance December 31, 2015 (Audited) December 31, 2014 (Audited) CMS $ (4, 267,719 ) $ 813,722 IT Staffing (406, 759 ) (237,499 ) Total $ (4, 674,478 ) $ 576,223 For the Years Ended Net (Loss) Income December 31, 2015 (Audited) December 31, 2014 (Audited) Business Segment Performance $ (4, 674,478 ) $ 576,223 Interest expense, net (281,411 ) (147,069 ) Depreciation and amortization (564,839 ) (82,342 ) Income tax benefit 451,858 161,255 Stock Based Compensation Employees (1, 424,672 ) - Compensation expense of former principals of acquired companies (250,000 ) - Acquisition related expenses (169,191 ) - One-time Professional and Legal fees ( 911,456 ) - Loss on debt extinguishment - (57,502 ) Loss on derivative liability (9,292, 720 ) - Other income 5,619 20,000 Net (loss) income $ ( 17,111,290 ) $ 470,565 |
Note 22 - Prior Year Restatemen
Note 22 - Prior Year Restatement | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | Note 22 – Prior Year Restatement In connection with completing the consolidated financial statements as of December 31, 2015, the Company identified that prior to the 2014 recapitalization, personal shares of common stock had been granted by the Founder and CEO to various employees and contractors for services provided to the Company. The shares have a grant date of September 20, 2014 and vest over a period of four years. The corresponding 2014 and 2015 expense will be reflected within the 2015 Company’s Consolidated Statements of Operations. In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality (“SAB 99”) and Staff Accounting Bulletin 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), the Company has determined that the impact of adjustments relating to the corrections of this accounting error are not material to previously issued annual audited and unaudited consolidated financial statements. Accordingly, these changes are disclosed herein and will be disclosed prospectively. As a result of the aforementioned correction of accounting errors, the relevant quarterly and annual financial statements have been restated as follows (all amounts in $USD except per share data): Item As of September 30, 2014 as Previously Reported As of September 30, 2014 as Corrected Difference Increase (Decrease) Current Assets 6,238,952 6,238,952 - Current Liabilities 2,175,634 2,175,634 - Working Capital 4,063,318 4,063,318 - Total Assets 6,498,465 6,498,465 - Long Term Liabilities 245,756 245,756 - Total Liabilities 2,421,390 2,421,390 - Total Equity 4,077,075 4,077,075 - Item As of December 31, 2014 as Previously Reported As of December 31, 2014 Difference Increase (Decrease) Current Assets 6,594,456 6,594,456 - Current Liabilities 2,001,869 2,001,869 - Working Capital 4,592,587 4,592,587 - Total Assets 6,884,147 6,884,147 - Long Term Liabilities 249,979 249,979 - Total Liabilities 2,251,848 2,251,848 - Total Equity 4,632,299 4,632,299 - Item As of March 31, 2015 as Previously Reported As of March 31, 2015 Difference Increase (Decrease) Current Assets 4,862,542 4,862,542 - Current Liabilities 2,566,956 2,566,956 - Working Capital 2,295,586 2,295,586 - Total Assets 14,906,830 14,906,830 - Long Term Liabilities 4,368,495 4,368,495 - Total Liabilities 6,935,451 6,935,451 - Total Equity 7,971,379 7,971,379 - Item As of June 30, 2015 as Previously Reported As of June 30, 2015 Difference Increase (Decrease) Current Assets 3,707,612 3,707,612 - Current Liabilities 3,073,374 3,073,374 - Working Capital 634,238 634,238 - Total Assets 13,700,149 13,700,149 - Long-Term Liabilities 690,203 690,203 - Total Liabilities 3,763,577 3,763,577 - Total Equity 9,936,572 9,936,572 - Item As of September 30, 2015 as Previously Reported As of September 30, 2015 as Corrected Difference Increase (Decrease) Current Assets 11,626,581 11,626,581 - Current Liabilities 3,289,524 3,289,524 - Working Capital 8,337,057 8,337,057 - Total Assets 21,411,714 21,411,714 - Long-Term Liabilities 13,026,037 13,026,037 - Total Liabilities 16,315,561 16,315,561 - Total Deficit (5,181,709 ) (5,181,709 ) - Item Quarter Ended Quarter Ended Difference Increase (Decrease) Revenues 2,709,066 2,709,066 - Cost of revenues 1,713,409 1,713,409 - Gross margin 995,657 995,657 - Operating expenses 874,389 1,038,358 163,969 Income (loss) from operations 121,268 (42,701 ) (163,969 ) Other expense (81,934 ) (81,934 ) - Income (loss) before tax expense 39,334 (124,635 ) (163,969 ) Net income (loss) 31,589 (132,380 ) (163,969 ) Basic EPS - - - Diluted EPS - - - Item Year-to-date as Previously Reported Year-to-date Difference Increase (Decrease) Revenues 8,299,053 8,299,053 - Cost of revenues 4,952,021 4,952,021 - Gross margin 3,347,032 3,347,032 - Operating expenses 2,504,776 2,668,745 163,969 Income from operations 842,256 678,287 (163,969 ) Other expense (163,371 ) (163,371 ) - Income before tax expense 678,885 514,916 (163,969 ) Net income 731,007 567,038 (163,969 ) Basic EPS 0.02 0.02 - Diluted EPS 0.02 0.02 - Item Quarter Ended as Previously Reported Year Ended Difference Increase (Decrease) Revenues 3,498,760 3,498,760 - Cost of revenues 2,473,836 2,473,836 - Gross margin 1,024,924 1,024,924 - Operating expenses 1,373,299 1,563,739 190,440 Loss from operations (348,375 ) (538,815 ) (190,440 ) Other expense (21,200 ) (21,200 ) - Loss before tax benefit (369,575 ) (560,015 ) (190,440 ) Net loss (260,442 ) (450,882 ) (190,440 ) Basic EPS (0.01 ) (0.01 ) - Diluted EPS (0.01 ) (0.01 ) - Item Year-to-date Year-to-date Difference Increase (Decrease) Revenues 11,797,813 11,797,813 - Cost of revenues 7,425,857 7,425,857 - Gross margin 4,371,956 4,371,956 - Operating expenses 3,878,075 4,232,484 354,409 Income from operations 493,881 139,472 (354,409 ) Other expense (184,571 ) (184,571 ) - Income before tax expense 309,310 (45,099 ) (354,409 ) Net income 470,565 116,156 (354,409 ) Basic EPS 0.01 0.01 - Diluted EPS 0.01 0.01 - Item Quarter Ended Quarter Ended Difference Increase (Decrease) Revenues 3,275,585 3,275,585 - Cost of revenues 1,903,828 1,903,828 - Gross margin 1,371,757 1,371,757 - Operating expenses 1,900,615 2,082,247 181,632 Loss from operations (528,858 ) (710,490 ) (181,632 ) Other expense (33,004 ) (33,004 ) - Loss before tax benefit (561,862 ) (743,494 ) (181,632 ) Net loss (379,445 ) (561,077 ) (181,632 ) Basic EPS (0.01 ) (0.01 ) - Diluted EPS (0.01 ) (0.01 ) - Item Quarter Ended Quarter Ended Difference Increase (Decrease) Revenues 3,220,343 3,220,343 - Cost of revenues 2,041,679 2,041,679 - Gross margin 1,178,664 1,178,664 - Operating expenses 3,064,487 3,175,577 111,090 Loss from operations (1,885,823 ) (1,996,913 ) (111,090 ) Other expense (148,024 ) (148,024 ) - Loss before tax benefit (2,033,847 ) (2,144,937 ) (111,090 ) Net loss (1,762,637 ) (1,873,727 ) (111,090 ) Basic EPS (0.02 ) (0.02 ) - Diluted EPS (0.02 ) (0.02 ) - Item Year-to-date Year-to-date Difference Increase (Decrease) Revenues 6,495,928 6,495,928 - Cost of revenues 3,945,507 3,945,507 - Gross margin 2,550,421 2,550,421 - Operating expenses 4,965,102 5,257,824 292,722 Loss from operations (2,414,681 ) (2,707,403 ) (292,722 ) Other expense (181,028 ) (181,028 ) - Loss before tax benefit (2,595,709 ) (2,888,431 ) (292,722 ) Net loss (2,142,082 ) (2,434,804 ) (292,722 ) Basic EPS (0.04 ) (0.04 ) - Diluted EPS (0.04 ) (0.04 ) - Item Quarter Ended Quarter Ended Difference Increase (Decrease) Revenues 3,115,726 3,115,726 - Cost of revenues 1,857,173 1,857,173 - Gross margin 1,258,553 1,258,553 - Operating expenses 3,194,060 3,298,985 104,925 Loss from operations (1,935,507 ) (2,040,432 ) (104,925 ) Other expense (4,479,676 ) (4,479,676 ) - Loss before tax benefit (6,415,183 ) (6,520,108 ) (104,925 ) Net loss (6,408,718 ) (6,513,643 ) (104,925 ) Basic EPS (0.22 ) (0.22 ) - Diluted EPS (0.22 ) (0.22 ) - Item Year-to-date Year-to-date Difference Increase (Decrease) Revenues 9,611,654 9,611,654 - Cost of revenues 5,802,680 5,802,680 - Gross margin 3,808,974 3,808,974 - Operating expenses 8,159,162 8,556,809 397,647 Loss from operations (4,350,188 ) (4,747,835 ) (397,647 ) Other expense (4,660,704 ) (4,660,704 ) - Loss before tax benefit (9,010,892 ) (9,408,539 ) (397,647 ) Net loss (8,550,800 ) (8,948,447 ) (397,647 ) Basic EPS (0.25 ) (0.25 ) - Diluted EPS (0.25 ) (0.25 ) - |
Note 23 - Subsequent Events
Note 23 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 23 – Subsequent Events On January 1, 2016, the Company entered into a written employment agreement with Mark Szynkowski, the Company’s Chief Financial Officer. Mr. Szynkowski previously was an at-will employee without an employment agreement. Refer to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 19, 2016 or further details regarding this employment agreement. On January 14, 2016, the Company and NYGG (Asia) Ltd., and on behalf of its affiliates (the “Stockholders”), entered into a stockholders’ agreement (the “Stockholders’ Agreement”) in regards to the 35,629,883 shares of Common Stock owned by the Stockholders (the “Shares”). Pursuant to the Stockholders’ Agreement, the Stockholders granted to Tejune Kang, Chairman and CEO of the Company, and any successor to or designee of the CEO, as Stockholders’ proxy with the full power to vote the Shares at any annual or special meeting of stockholders, or in connection with any action taken by written consent, in the same manner and in the same proportion as shares of Common Stock that are not held by the Stockholders are voted or consents are given. Refer to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 20, 2016 for further details regarding the Stockholders’ Agreement. During 2015, the Company had entered into a Loan and Security Agreement through California Bank of Commerce for a term of one year which automatically renews yearly. The agreement includes an Interest Rate of 3.75% plus the prime rate with a minimum of 7.00% in addition to specific performance covenants which provides California Bank of Commerce with recourse in the event that the Company is deemed to be out of covenant. The Company had entered into a First Amendment to Loan and Security Agreement effective March 1 st · Percentage of Net Collateral available was changed from 85% to 80%. All other terms and provisions herein are unchanged. · Depending on the interest rate determined with respect to this First Amendment, and from and after the March 1, 2016 reference date, the “Interest Rate” shall be either the “Standard Rate” Rate of 4.75% plus the prime rate with a minimum of 8.00% or the “Preferred Rate” Rate of 3.75% plus the prime rate with a minimum of 7.00%. To the extent the Interest Rate is calculated with reference to the Base Rate, any change in the Interest Rate shall be effective as of the date of any change in the Base Rate. Subject to the Company satisfying the certain conditions such as the Company satisfies or exceeds each and every one of the financial ratio and covenant thresholds, suspension of trading of Guarantor’s securities as a publicly traded company is lifted and Guarantor is then actively listed as a publicly traded company, and current or new litigation is dismissed, or is settled or resolved on terms and conditions acceptable to Lender, the interest rate for any current accounting period shall be the Preferred Rate. If the Preferred Rate Conditions set forth in the agreement are not satisfied, then the Interest Rate for any Current Accounting Period shall be the Standard Rate; provided however, imposition of interest at the Standard Rate shall be subject to the provisions of this First Amendment and the Loan Agreement related to the imposition of the Alternative Interest Rate, Special Credit Accommodation Fees, the Default Interest Rate, and/or other fees and charges imposed under the Loan Agreement. The Company was informed by the California Bank of Commerce on May 1 st The company was informed on May 1 st |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP for year-end financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, since they are year-end statements, the accompanying consolidated financial statements include all of the information and notes required by U.S. GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position for the years ended December 31, 2015 and 2014, and the results of operations and cash flows for the annual periods presented. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The Company’s consolidated financial statements include all of its accounts and any intercompany balances have been eliminated in accordance with U.S. GAAP. The Company has three subsidiaries, Six Dimensions Inc., Storycode, and SwellPath organized as two operating segments that are combined into one reporting segment. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). The preparation of financial statements and related disclosures in conformity with U.S. GAAP, and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and such differences may be material. Management believes the Company’s critical accounting policies and estimates are those related to revenue recognition, allowances, leases and income taxes. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Cash consists of checking accounts, marketable securities and money market accounts. The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions. Management charges balances off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company determines when receivables are past due or delinquent based on how recently payments have been received. Outstanding account balances are reviewed individually for collectability. 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. For the years ended December 31, 2015 and 2014, the allowance for doubtful accounts was not material. Additionally, there were no write-offs of the Company accounts receivables for the years ended December 31, 2015 or 2014. The Company does not have any off-balance-sheet credit exposure to its customers. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Life (Years) Machinery and Equipment 1 – 3 Furniture 4 – 5 Software 3 |
Business Combinations Policy [Policy Text Block] | Business Combinations The Company accounts for its business combinations under the provisions of Accounting Standards Codification ("ASC") Topic 805-10, Business Combinations ("ASC 805-10"), which requires that the purchase method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including non-controlling interests, are recorded at the date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. The estimated fair value of net assets acquired, including the allocation of the fair value to identifiable assets and liabilities, was determined using established valuation techniques. The estimated fair value of the net assets acquired was determined using the income approach to valuation based on the discounted cash flow method. Under this method, expected future cash flows of the business on a stand-alone basis are discounted back to a present value. The estimated fair value of identifiable intangible assets, consisting of customer relationships, the trade names and non-compete agreements acquired were determined using the multi-period excess earnings method, relief of royalty method and discounted cash flow methods, respectively. The multi-period excess earnings method used to value customer relationships requires the use of assumptions, the most significant of which include: the remaining useful life, expected revenue, survivor curve, earnings before interest and tax margins, marginal tax rate, contributory asset charges, discount rate and tax amortization benefit. The most significant assumptions under the relief of royalty method used to value trade names include: estimated remaining useful life, expected revenue, royalty rate, tax rate, discount rate and tax amortization benefit. The discounted cash flow method used to value non-compete agreements includes assumptions such as: expected revenue, term of the non-compete agreements, probability and ability to compete, operating margin, tax rate and discount rate. Management has developed these assumptions on the basis of historical knowledge of the business and projected financial information of the Company. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values. The discounted cash flow valuation method requires the use of assumptions, the most significant of which include: future revenue growth, future earnings before interest, taxes, depreciation and amortization, estimated synergies to be achieved by a market participant as a result of the business combination, marginal tax rate, terminal value growth rate, weighted average cost of capital and discount rate. |
Contingent Consideration [Policy Text Block] | Contingent Consideration The fair value of the Company’s contingent consideration is based on the Company’s evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity. The Company utilizes established valuation techniques to assist in the calculation of the contingent consideration at the acquisition date. The Company evaluates the forecast of the acquired entity and the probability of earn-out provisions being achieved when it evaluates the contingent consideration at initial acquisition date and at each subsequent reporting period. The fair value of contingent consideration is measured at each reporting period and adjusted as necessary. The Company evaluates the terms in contingent consideration arrangements provided to former owners of acquired companies who become employees of the Company to determine if such amounts are part of the purchase price of the acquired entity or compensation. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill and Indefinite Lived Intangible Assets Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. Goodwill is assessed for impairment on an annual basis as of October 1st of each year or more frequently if events or changes in circumstances indicate that the asset might be impaired. When conducting its annual goodwill impairment assessment, the Company initially performs a qualitative evaluation of whether it is more likely than not that goodwill is impaired. If it is determined by a qualitative evaluation that it is more likely than not that goodwill is impaired, the Company then applies a two-step impairment test. In the first step, the Company determines the fair value of its reporting units using a discounted cash flow analysis. If the net book values of a reporting unit exceeds its fair value, the Company would then perform the second step of the impairment test which requires allocation of the reporting unit's fair value to all of its assets and liabilities using the acquisition method prescribed under authoritative guidance for business combinations. Any residual fair value is being allocated to goodwill. An impairment charge is recognized only when the implied fair value of the Company’s reporting unit’s goodwill is less than its carrying amount. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets, Including Definite-Lived Intangible Assets Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Definite-lived intangible assets primarily consist of trade names, non-compete agreements and customer relationships. Definite-lived assets are principally amortized on a straight-line basis over the estimated useful lives of the assets. For long-lived assets used in operations, impairment losses are only recorded if the asset's carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. |
Lease, Policy [Policy Text Block] | Leases Lease agreements are evaluated to determine if they are capital leases meeting any of the following criteria at inception: (a) transfer of ownership; (b) bargain purchase option; (c) the lease term is equal to 75 percent or more of the estimated economic life of the leased property; or (d) the present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. If at its inception a lease meets any of the four lease criteria above, the lease is classified by the Company as a capital lease; and if none of the four criteria are met, the lease is classified by the Company as an operating lease. |
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company provides its services under time-and-materials contracts. Revenues earned under time-and-material arrangements are recognized as services are provided. The Company recognizes revenue from the provision of professional services when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. Appropriate allowances for discounts are recorded concurrent with revenue recognition. For fixed price service arrangements, we apply the proportional performance model or a ratable model to recognize revenue. When customer acceptance provisions exist, we are generally able to reliably demonstrate that the service meets, or will meet upon completion, the customer acceptance criteria. If circumstances exist which prevent us from verifying compliance with the acceptance provisions until the service has been completed, revenue is not recognized until compliance can be verified. Revenues recognized in excess of the amounts invoiced to clients are classified as unbilled revenues in the Company’s Consolidated Balance Sheets. As of December 31, 2015 and 2014 the balance of unbilled revenue was $491,714 and $62,049, respectively. In accordance with ASC 605, Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses, the Company classifies reimbursed expenses as revenue and the related expense within cost of revenue in the accompanying Consolidated Statements of Operations. For the years ended December 31, 2015 and 2014, the reimbursed expenses of $673,572 and $732,107, respectively were included in revenue. The Company may record deferred revenue in circumstances where the customer’s contract calls for pre-billing of services. Amounts in deferred revenue are realized when the services are provided and the criteria noted above are met. As of December 31, 2015 and 2014, the balance of deferred revenues was $257,586 and $68,420, respectively. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs are expensed as incurred and included in selling, general and administrative expenses and amounted to $561,108 and $75,707 for the years ended December 31, 2015 and 2014, respectively. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Because the industries in which the Company competes are characterized by rapid technological advances, the Company’s ability to compete successfully depends heavily upon the Company’s ability to ensure a continual and timely flow of competitive services to the marketplace. Our employees continually train to enhance their skills and review third party software products. Because these expenses are not categorized as Research and Development expense, the Company’s total Research and Development expense was $0 for the years ended December 31, 2015 and 2014. |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | Operating Expenses The Company’s operating expenses encompass selling, general and administrative expenses consisting primarily of compensation and related costs for personnel and costs related to the Company’s facilities, finance, human resources, information technology and fees for professional services. Professional services are principally comprised of outside legal, audit, information technology consulting, marketing and outsourcing services as well as the costs related to being a publically traded company. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share Applicable to Common Stockholders The Company follows ASC 260, Earnings Per Share (“EPS”), which requires presentation of basic and diluted EPS on the face of the income statements for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The following is the computation of (loss) income per share applicable to common stockholders for the periods indicated: For the Years Ended December 31, 2015 (Audited) December 31, 2014 (Audited) Net loss $ ( 17,111,290 ) $ 470,565 Basic and diluted (loss) income per share $ (0. 22 ) $ 0.01 Weighted average common outstanding: Basic 78,227,127 48,500,156 Diluted 78,227,127 48,668,720 Potentially dilutive securities (1) Outstanding stock options 1,116,000 - Common stock warrants 189,806 290,394 Convertible preferred stock as converted to common shares 1,904,762 - (1) The impact of potentially dilutive securities on earnings per share is anti-dilutive in a period of net loss. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities of the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities and for the benefit of net operating loss and tax credit carryforwards. The U.S. GAAP guidance for income taxes prescribes a two-step approach for the financial statement recognition and measurement of income tax positions taken or expected to be taken in an income tax return. The first step evaluates an income tax position in order to determine whether it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position. The second step measures the benefit to be recognized in the financial statements for those income tax positions that meet the more likely than not recognition threshold. U.S. GAAP also provides guidance on derecognition, classification, recognition and classification of interest and penalties, accounting in interim periods, disclosers and transition. Under U.S. GAAP, the Company may recognize a previously unrecognized tax benefit if the tax position is effectively (rather than “ultimately”) settled through examination, negotiation or litigation. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts and circumstances, changes in tax law, effectively settled issues, and new audit activity. Any changes in these factors could result in changes to a tax benefit or tax provision. Deferred tax assets and/or liabilities, if any, are classified as current and non-current based on the classification of the related asset or liability for financial reporting purposes, or based on the expected reversal date for deferred taxes that are not related to an asset or liability. Valuation allowances are recorded to reduce deferred tax assets to that amount which is more likely than not to be realized. The Company has recorded a full valuation allowance against its net deferred tax asset as of December 31, 2015. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company established an Omnibus Incentive Plan (the “Plan”) during 2015 and issued stock-based awards to certain individuals under this plan. The Company’s board of directors approved the Plan on January 22, 2015 as disclosed in the Company’s Form DEF-14C filed on February 5, 2015 and the Plan became effective on February 25, 2015. The purpose of the Plan is to enhance the Company’s ability to attract and retain highly qualified officers, non-employee directors, key employees, consultants and advisors, and to motivate such service providers to serve the Company and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. The Plan also allows the Company to promote greater ownership in the Company by such service providers in order to align their interests more closely with the interests of the Company’s stockholders. The Company’s policy going forward will be to issue awards under the Plan. The Plan will provide the Company with flexibility as to the types of incentive compensation awards that it may provide, including awards of stock options, stock appreciation rights (“SAR”s), restricted stock, restricted stock units, other stock-based awards and cash incentive awards. The number of shares of common stock authorized for issuance under the Plan is 4,800,000, all of which may be granted as incentive stock options under the Internal Revenue Code of 1986 (the “Code”) Section 422. The Company accounts for its stock-based compensation plans in accordance with ASC 718, Stock Compensation. Accordingly, stock-based compensation for employees and non-employee directors is measured at the grant date based on the estimated fair value of the award using the Black-Scholes option pricing model. This model contains certain assumptions including expected volatility is a combination of the Company’s competitors’ historical volatility over the expected life of the option, the risk-free rate of return based on the Unites States treasury yield curve in effect at the time of the grant for the expected term of the option, the expected life based on the period of time the options are expected to be outstanding using historical data to estimate option exercise and employee termination; and dividend yield based on history and expectation of dividend payments. Stock options generally vest ratably over the terms stated in each Award Agreement and are exercisable over a period up to ten years. The Company’s stock-based compensation expense is recognized as an expense over the requisite service period and is reduced for estimated future forfeitures which are revised in future periods if actual forfeitures differ from the estimates. Changes in forfeiture estimates impact compensation expense in the period in which the change in estimate occurs. |
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | Redeemable Convertible Preferred Stock The Company accounts for its Series A Redeemable Convertible Preferred Stock (“Redeemable Preferred Stock”) under the provisions of Accounting Series Release 268, SEC Comments and Interpretations (“ASR 268”), ASC 505 – Equity, ASC 480 – Distinguishing Liabilities from Equity and ASC 815 – Derivatives and Hedging. Accordingly, these shares along with the embedded conversion feature, the redemption feature, and the conversion feature are all part of temporary equity (“mezzanine equity”) in the Company’s Consolidated Balance Sheets based upon the terms and conditions of the Stock Purchase Agreement (“SPA”). In accordance with ASC 480 the initial carrying amount of Redeemable Preferred Stock is equal to the amount of proceeds received upon issuance, as reduced for the derivative liability associated with the dividend anti-dilution protection and a conversion premium which has been bifurcated. The valuation of the derivative liability at issuance and as of December 31, 2015, was based on the following Monte Carlo inputs: August 10, 2015 December 31, 2015 Preferred A shares 1,088 1,088 Total consideration without discount $ 10,880,000 $ 10,880,000 Price per share $ 5.25 $ 5.25 Stock price on valuation date $ 5.10 $ 1.01 Shares outstanding as of measurement date 78,247,864 78,247,864 Warrants and options outstanding as of measurement date 1,440,852 1,440,852 Fully diluted shares outstanding as of measurement date 79,688,716 79,688,716 Maximum allowed shares 7,960,903 70,311,284 Expiration date August 10, 2022 August 10, 2022 Risk-free rate 1.13 % 1.85 % Remaining term (in years) 7.00 5.58 Rounded annual volatility 50 % 50 % Trials 100,000 100,000 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) ASU No. 2014-15, Presentation of Financial Statements-Going Concern-Disclosures of Uncertainties about an entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides new guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards and to provide related footnote disclosures. This new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company does not expect the adoption of ASU 2014-15 to have a significant impact on the Company's consolidated results of operations, financial position or cash flows. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015. The new guidance will be applied on a retrospective basis and early adoption is permitted. The Company does not expect the adoption of ASU 2015-03 to have a significant impact on the Company's consolidated results of operations, financial position or cash flows. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes.” To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. If an entity applies the guidance prospectively, the entity should disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. If an entity applies the guidance retrospectively, the entity should disclose in the first interim and first annual period of change the nature of and reason for the change in accounting principle and quantitative information about the effects of the accounting change on prior periods. The Company does not expect the adoption of ASU 2015-17 to have a significant impact on the Company's consolidated results of operations, financial position or cash flows. In January 2016, the FASB issued ASU 2016-01 – “Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01, among other changes, requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. This Update also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The amendments in ASU 2016-01 will become effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the effect of the adoption of ASU 2016-01 will have on its consolidated results of operations, financial position or cash flows. In February 2016, the FASB issued ASU 2016-02 – “Leases (Topic 842).” Under ASU 2016-02, entities will be required to recognize of lease asset and lease liabilities by lessees for those leases classified as operating leases. Among other changes in accounting for leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. The amendments in ASU 2016-02 will become effective for fiscal years beginning after December 15, 2018, including interim periods with those fiscal years, for public business entities. The Company is currently evaluating the effect of the adoption of ASU 2016-02 will have on its consolidated results of operations, financial position or cash flows. In March 2016, the FASB issued ASC 2016-09 – “Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-based Payment Accounting.” The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition to these simplifications, the amendments eliminate the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. This should not result in a change in practice because the guidance that is being superseded was never effective. The amendments in ASC 2016-09 will become effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the effect of the adoption of ASU 2016-09 will have on its consolidated results of operations, financial position or cash flows. In April 2016 the FASB issued ASC 2016-10 – “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing.” The core principle of the guidance in Topic 606 is that an entity should 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. To achieve that core principle, an entity should apply the following steps: 1. Identify the contract(s) with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when (or as) the entity satisfies a performance obligation. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company is currently evaluating the effect of the adoption of ASU 2016-10 will have on its consolidated results of operations, financial position or cash flows. |
Internal Use Software, Policy [Policy Text Block] | Internally Developed Software ASC 350, Intangibles – Goodwill and Other, Subtopic 350-40, Internal-Use Software specifies standards of financial accounting and reporting for the costs of internal-use computer software. The Company capitalizes direct costs incurred in the development of internal-use software. For the years ended December 31, 2015 and 2014 the Company capitalized internal-use software development costs of $208,749 and $0, respectively. |
Reclassification, Policy [Policy Text Block] | Reclassification Certain previously reported amounts have been reclassified to conform to the presentation used in December 31, 2015 consolidated financial statements. The results of the reclassification did not affect the Company’s consolidated Statement of Operations. |
Note 3 - Acquisitions (Tables)
Note 3 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Note 3 - Acquisitions (Tables) [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table presents the unaudited pro forma results of the Company for the years ended December 31, 2015 and 2014 as if the acquisitions of Storycode and SwellPath occurred on January 1, 2014. The pro forma results include estimates and assumptions which management believes are necessary. However, pro forma results do not include an anticipated cost savings or their effects of the planned integration of Storycode and SwellPath and are not necessarily indicative of the result that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future. The unaudited pro forma revenue and net income for Storycode was $145,712 and $6,042, respectively, for the pre-acquisition period. The unaudited pro forma revenue and net income for SwellPath was $472,442 and $904, respectively, for the pre-acquisition period. Unaudited Pro Forma Results of Operations for the Acquisitions of Storycode and SwellPath For the Year Ended December 31, 2015 (Audited) December 31, 2014 (Audited) Revenues $ 13,408,046 $ 13,455,455 (Loss) income $ (7, 987,605 ) $ 1,254,127 Net (loss) income from operations $ ( 17,104,343 ) $ 1,230,637 Basic and diluted (loss) income per share $ (0. 22 ) $ 0.03 |
Storycode [Member] | |
Note 3 - Acquisitions (Tables) [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The Company’s allocation of the purchase price in connection with the acquisition of Storycode was calculated as follows: Cash $ 300,000 Stock consideration 2,604 Contingent consideration 2, 733,334 Total consideration $ 5,637,334 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The consideration transferred for the Storycode acquisition was allocated across the net assets of the Company as follows: Description Fair Value Weighted Average Useful Life (in years) Cash $ 100,000 Deferred revenue (59,384 ) Trade name 330,000 7 Customer relationship 900,000 5 Non-compete agreement 61,000 1.5 Due from seller 46,368 Goodwill 4,259,350 Total consideration $ 5,637,334 |
SwellPath [Member] | |
Note 3 - Acquisitions (Tables) [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The Company’s allocation of the purchase price in connection with the acquisition of SwellPath was calculated as follows: Cash $ 600,000 Stock consideration 2,325,000 Contingent consideration 2,189,279 Total consideration $ 5,114,279 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The consideration transferred for the SwellPath acquisition was allocated across the net assets of the Company as follows: Description Fair Value Weighted Average Useful Life (in years) Cash $ 257,601 Deferred revenue (67,950 ) Accrued liability (51,195 ) Deferred tax liability ( 620,767 ) Trade name 10,000 3 Customer relationship 1,560,000 5 Non-compete agreement 67,000 1.5 Goodwill 3,959,590 Total consideration $ 5,114,279 |
Note 4 - Significant and Crit32
Note 4 - Significant and Critical Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Note 4 - Significant and Critical Accounting Policies and Practices (Tables) [Line Items] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following is the computation of (loss) income per share applicable to common stockholders for the periods indicated: For the Years Ended December 31, 2015 (Audited) December 31, 2014 (Audited) Net loss $ ( 17,111,290 ) $ 470,565 Basic and diluted (loss) income per share $ (0. 22 ) $ 0.01 Weighted average common outstanding: Basic 78,227,127 48,500,156 Diluted 78,227,127 48,668,720 Potentially dilutive securities (1) Outstanding stock options 1,116,000 - Common stock warrants 189,806 290,394 Convertible preferred stock as converted to common shares 1,904,762 - (1) The impact of potentially dilutive securities on earnings per share is anti-dilutive in a period of net loss. |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The valuation of the derivative liability at issuance and as of December 31, 2015, was based on the following Monte Carlo inputs: August 10, 2015 December 31, 2015 Preferred A shares 1,088 1,088 Total consideration without discount $ 10,880,000 $ 10,880,000 Price per share $ 5.25 $ 5.25 Stock price on valuation date $ 5.10 $ 1.01 Shares outstanding as of measurement date 78,247,864 78,247,864 Warrants and options outstanding as of measurement date 1,440,852 1,440,852 Fully diluted shares outstanding as of measurement date 79,688,716 79,688,716 Maximum allowed shares 7,960,903 70,311,284 Expiration date August 10, 2022 August 10, 2022 Risk-free rate 1.13 % 1.85 % Remaining term (in years) 7.00 5.58 Rounded annual volatility 50 % 50 % Trials 100,000 100,000 |
Estimated Useful Lives [Member] | |
Note 4 - Significant and Critical Accounting Policies and Practices (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Life (Years) Machinery and Equipment 1 – 3 Furniture 4 – 5 Software 3 |
Note 5 - Fair Value of Financ33
Note 5 - Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following tables disclose the assets and liabilities measured at fair value on a recurring basis for the period indicated and the basis for that measurement: Fair Value Measurement at December 31, 2015 Total Level 1 Level 2 Level 3 Liabilities Contingent SwellPath acquisition consideration $ 618,037 $ - $ - $ 618,037 Derivative liability 17,220,000 - - 17,220,000 $ 17,838,037 $ - $ - $ 17,838,037 |
Note 6 - Property and Equipme34
Note 6 - Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Member] | |
Note 6 - Property and Equipment, net (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | The following is a summary of property and equipment, net for the periods indicated: December 31, 2015 (Audited) December 31, 2014 (Audited) Property and equipment $ 782,564 $ 302,699 Less accumulated depreciation and amortization (309,513 ) (147,782 ) Property and equipment, net $ 473,051 $ 154,917 |
Note 7 - Goodwill and Intangi35
Note 7 - Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table summarizes the Company’s goodwill for the periods indicated resulting from the acquisitions by the Company: Goodwill Balance at December 31, 2014 $ - Storycode acquisition 4,259,350 SwellPath acquisition 3,959,590 Balance at December 31, 2015 $ 8,218,940 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The following table summarizes the Company’s intangible assets, net for the period indicated: December 31, 2015 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Impairment Net Book Value Trade names 3 to 7 $ 340,000 $ 41,925 $ - $ 298,075 Customer relationships 5 2,460,000 283,475 - 2,176,525 Non-compete agreements 1.5 128,000 69,250 - 58,750 Total Intangible assets, net $ 2,928,000 $ 394,650 $ - $ 2,533,350 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table summarizes the Company’s future amortization expense for the periods indicated: 2016 $ 572,653 2017 570,415 2018 590,917 2019 591,928 2020 152,437 Thereafter 55,000 Total future amortization expense $ 2,533,350 |
Note 9 - Accounts Payable and36
Note 9 - Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consist of the following for the periods indicated: December 31, 2015 (Audited) December 31, 2014 (Audited) Accrued trade payables $ 1, 150,438 $ 703,725 Accrued compensation 731,010 335,576 Total accounts payable and accrued liabilities $ 1, 881,448 $ 1,039,301 |
Note 13 - Notes Payable (Tables
Note 13 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Future minimum debt repayments at December 31, 2015 are as follows: 2016 $ 6,600 2017 6,600 2018 6,600 2019 6,600 2020 6,600 Thereafter 20,420 Total $ 53,420 |
Note 14 - Stock Based Compens38
Note 14 - Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Note 14 - Stock Based Compensation (Tables) [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes the Company’s stock option activity and related information for the period indicated: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Weighted Average Exercise Price Outstanding at January 1, 2015 - $ - - - Granted 1,281,000 $ 2.50 4.15 8.24 Exercised - $ - - - Forfeited (165,000 ) $ 2.40 4.39 8.35 Outstanding at December 31, 2015 1,116,000 $ 2.51 4.10 8.23 Exercisable at December 31, 2015 80,000 3.66 4.10 8.60 |
Director [Member] | |
Note 14 - Stock Based Compensation (Tables) [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following assumptions were used in the Black-Scholes options pricing model to estimate the fair value of stock options on the grant date: Fair value of Company’s Stock Options Granted $ 292,400 Volatility 45.00 % Exercise price $ 8.60 Estimated life 5.50 years Risk free interest rate (based on 5-year treasury rate) 1.38 % Dividend 0.00 % |
Officer [Member] | |
Note 14 - Stock Based Compensation (Tables) [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following assumptions were used in the Black-Scholes options pricing model to estimate the fair value of stock options on the grant date: Fair value of Company’s Stock Options Granted $ 2,904,000 Volatility 45.00– 50.00 % Exercise price $2.63 to 11.25 Estimated life 6.50 years Risk free interest rate (based on 5-year treasury rate) 1.57 to 2.03 % Dividend 0.00 % |
Note 15 - Common Stock (Tables)
Note 15 - Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | The table below shows the Company’s par value, authorized shares, issued shares and outstanding shares of its Common Stock for the periods indicated: Common Stock December 31, 2015 (Audited) December 31, 2014 (Audited) Authorized; par value $0.00001 150,000,000 150,000,000 Issued 78,247,864 77,575,617 Outstanding 78,247,864 77,575,617 |
Note 16 - Redeemable Converti40
Note 16 - Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Redeemable Convertible Preferred Stock [Member] | |
Note 16 - Redeemable Convertible Preferred Stock (Tables) [Line Items] | |
Schedule of Stock by Class [Table Text Block] | Below is the activity for the Company’s preferred issuances for the periods presented: Redeemable Convertible Preferred Stock Shares Amount December 31, 2014 - $ - Issuance of preferred stock 1,088 10,000,000 Bifurcation of anti-dilution features - (7,927,280 ) Equity issuance costs - (614,402 ) December 31, 2015 1,088 $ 1,458,318 |
Redeemable Convertible Preferred Stock [Member] | |
Note 16 - Redeemable Convertible Preferred Stock (Tables) [Line Items] | |
Schedule of Stock by Class [Table Text Block] | The table below shows the Company’s par value, authorized shares, issued shares and outstanding shares of its Redeemable Convertible Preferred Stock for the periods indicated: Redeemable Convertible Preferred Stock December 31, 2015 (Audited) December 31, 2014 (Audited) Authorized; par value $0.00001 10,000,000 10,000,000 Issued 1,088 - Outstanding 1,088 - |
Series A Preferred Stock [Member] | |
Note 16 - Redeemable Convertible Preferred Stock (Tables) [Line Items] | |
Schedule of Stock by Class [Table Text Block] | Authorized, issued and outstanding stock are as follows for the periods indicated: Series A Redeemable Convertible Preferred Stock December 31, 2015 (Audited) December 31, 2014 (Audited) Stock authorized 1,088 - Stock outstanding 1,088 - Par value $ 0.00001 - Conversion price $ 5.25 - Dividend rate 26.00 % - Original issue date August 10, 2015 - Redemption date August 10, 2022 - |
Note 17 - Warrants (Tables)
Note 17 - Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes the warrant activity for the periods indicated: Warrants Weighted- Average Exercise Price Balance at December 31, 2014 (Audited) 290,394 $ 2.21 Granted - - Exercised (100,588 ) $ 2.21 Balance at December 31, 2015 (Audited) 189,806 $ 2.21 |
Note 18 - Commitments and Con42
Note 18 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Note 18 - Commitments and Contingencies (Tables) [Line Items] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum payments of the Company’s operating leases are as follows: 2016 $ 1,148,759 2017 1,117,905 2018 968,639 2019 792,846 2020 476,112 Thereafter 766,401 Total $ 5,270,662 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Future minimum payments of the Company’s capital leases are as follows: 2016 $ 129,857 2017 114,066 2018 70,786 2019 - 2020 - Thereafter - Total $ 314,709 |
Capital Lease Obligations, Including Interest [Member] | |
Note 18 - Commitments and Contingencies (Tables) [Line Items] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The Company’s capital lease obligations for computer software and hardware as of December 31, 2015 are as follows: 2016 $ 148,811 2017 124,167 2018 72,910 2019 - 2020 - Thereafter - Total 345,888 Amount representing interest 31,179 Present value of future minimum lease payments 314,709 Current portion of capital lease obligations 129,857 Capital lease obligations, net of current portion $ 184,852 |
Note 20 - Income Taxes (Tables)
Note 20 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision for income taxes includes the following: December 31, 2015 (Audited) December 31, 2014 (Audited) Current: Federal $ (7,654 ) $ - State - - Total Current Provision (7,654 ) - Deferred: Federal $ (415,969 ) $ (136,111 ) State (43,543 ) (25,144 ) Total deferred (459,512 ) (161,255 ) Income tax benefit $ 451,858 $ 161,255 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The effects of temporary differences and tax loss carryforwards that give rise to significant portions of federal deferred tax assets and deferred tax liabilities are presented below for the periods indicated: December 31, 2015 (Audited) December 31, 2014 (Audited) Deferred tax assets: Net operating loss carry-forwards $ 2,680,597 $ 53,692 Accrued compensated absences - 60,164 Charitable contributions 2,451 - Acquisition costs 76,705 - Deferred revenues - 26,294 Share based compensation 555,504 - Deferred rent 27,066 21,302 Net deferred tax assets 3,342,323 161,452 Valuation allowance (2,570,190 ) - Deferred tax liabilities: Property and equipment - (197 ) Prepaid expenses (135,003 ) Depreciation and amortization (637,130 ) - Total deferred tax liabilities (772,133 ) (197 ) Net deferred tax assets $ - $ 161,255 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The difference between the total income taxes computed at the federal statutory rate and the benefit rom income taxes consists of the following for the periods indicated: December 31, 2015 (Audited) December 31, 2014 (Audited) Federal statutory rate 34.00 % 34.00 % State taxes net of federal benefit 2.21 % 5.16 % Changes in valuation allowance (14.63 )% - % Changes in tax filing status - % 8.99 % Non-deductible expenses (18.75 )% 3.99 % Other (0.26 )% - % Income tax benefit – Federal 2.57 % 52.14 % |
Note 21 - Business and Geogra44
Note 21 - Business and Geographic Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Segment information relating to the Company’s results of operations was as follows for the periods indicated: For the Years Ended Revenues December 31, 2015 (Audited) December 31, 2014 (Audited) CMS $ 11,229,654 $ 6,863,959 IT Staffing 1,560,238 4,933,854 Total $ 12,789,892 $ 11,797,813 For the Years Ended Gross Margin December 31, 2015 (Audited) December 31, 2014 (Audited) CMS $ 4,737,208 $ 3,243,563 IT Staffing 324,440 1,128,393 Total $ 5,061,648 $ 4,371,956 For the Years Ended Business Segment Performance December 31, 2015 (Audited) December 31, 2014 (Audited) CMS $ (4, 267,719 ) $ 813,722 IT Staffing (406, 759 ) (237,499 ) Total $ (4, 674,478 ) $ 576,223 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | For the Years Ended Net (Loss) Income December 31, 2015 (Audited) December 31, 2014 (Audited) Business Segment Performance $ (4, 674,478 ) $ 576,223 Interest expense, net (281,411 ) (147,069 ) Depreciation and amortization (564,839 ) (82,342 ) Income tax benefit 451,858 161,255 Stock Based Compensation Employees (1, 424,672 ) - Compensation expense of former principals of acquired companies (250,000 ) - Acquisition related expenses (169,191 ) - One-time Professional and Legal fees ( 911,456 ) - Loss on debt extinguishment - (57,502 ) Loss on derivative liability (9,292, 720 ) - Other income 5,619 20,000 Net (loss) income $ ( 17,111,290 ) $ 470,565 |
Note 22 - Prior Year Restatem45
Note 22 - Prior Year Restatement (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Note 22 - Prior Year Restatement (Tables) [Line Items] | |
Schedule of Quarterly Financial Information [Table Text Block] | As a result of the aforementioned correction of accounting errors, the relevant quarterly and annual financial statements have been restated as follows (all amounts in $USD except per share data): Item Quarter Ended Quarter Ended Difference Increase (Decrease) Revenues 2,709,066 2,709,066 - Cost of revenues 1,713,409 1,713,409 - Gross margin 995,657 995,657 - Operating expenses 874,389 1,038,358 163,969 Income (loss) from operations 121,268 (42,701 ) (163,969 ) Other expense (81,934 ) (81,934 ) - Income (loss) before tax expense 39,334 (124,635 ) (163,969 ) Net income (loss) 31,589 (132,380 ) (163,969 ) Basic EPS - - - Diluted EPS - - - Item Year-to-date as Previously Reported Year-to-date Difference Increase (Decrease) Revenues 8,299,053 8,299,053 - Cost of revenues 4,952,021 4,952,021 - Gross margin 3,347,032 3,347,032 - Operating expenses 2,504,776 2,668,745 163,969 Income from operations 842,256 678,287 (163,969 ) Other expense (163,371 ) (163,371 ) - Income before tax expense 678,885 514,916 (163,969 ) Net income 731,007 567,038 (163,969 ) Basic EPS 0.02 0.02 - Diluted EPS 0.02 0.02 - Item Quarter Ended as Previously Reported Year Ended Difference Increase (Decrease) Revenues 3,498,760 3,498,760 - Cost of revenues 2,473,836 2,473,836 - Gross margin 1,024,924 1,024,924 - Operating expenses 1,373,299 1,563,739 190,440 Loss from operations (348,375 ) (538,815 ) (190,440 ) Other expense (21,200 ) (21,200 ) - Loss before tax benefit (369,575 ) (560,015 ) (190,440 ) Net loss (260,442 ) (450,882 ) (190,440 ) Basic EPS (0.01 ) (0.01 ) - Diluted EPS (0.01 ) (0.01 ) - Item Year-to-date Year-to-date Difference Increase (Decrease) Revenues 11,797,813 11,797,813 - Cost of revenues 7,425,857 7,425,857 - Gross margin 4,371,956 4,371,956 - Operating expenses 3,878,075 4,232,484 354,409 Income from operations 493,881 139,472 (354,409 ) Other expense (184,571 ) (184,571 ) - Income before tax expense 309,310 (45,099 ) (354,409 ) Net income 470,565 116,156 (354,409 ) Basic EPS 0.01 0.01 - Diluted EPS 0.01 0.01 - Item Quarter Ended Quarter Ended Difference Increase (Decrease) Revenues 3,275,585 3,275,585 - Cost of revenues 1,903,828 1,903,828 - Gross margin 1,371,757 1,371,757 - Operating expenses 1,900,615 2,082,247 181,632 Loss from operations (528,858 ) (710,490 ) (181,632 ) Other expense (33,004 ) (33,004 ) - Loss before tax benefit (561,862 ) (743,494 ) (181,632 ) Net loss (379,445 ) (561,077 ) (181,632 ) Basic EPS (0.01 ) (0.01 ) - Diluted EPS (0.01 ) (0.01 ) - Item Quarter Ended Quarter Ended Difference Increase (Decrease) Revenues 3,220,343 3,220,343 - Cost of revenues 2,041,679 2,041,679 - Gross margin 1,178,664 1,178,664 - Operating expenses 3,064,487 3,175,577 111,090 Loss from operations (1,885,823 ) (1,996,913 ) (111,090 ) Other expense (148,024 ) (148,024 ) - Loss before tax benefit (2,033,847 ) (2,144,937 ) (111,090 ) Net loss (1,762,637 ) (1,873,727 ) (111,090 ) Basic EPS (0.02 ) (0.02 ) - Diluted EPS (0.02 ) (0.02 ) - Item Year-to-date Year-to-date Difference Increase (Decrease) Revenues 6,495,928 6,495,928 - Cost of revenues 3,945,507 3,945,507 - Gross margin 2,550,421 2,550,421 - Operating expenses 4,965,102 5,257,824 292,722 Loss from operations (2,414,681 ) (2,707,403 ) (292,722 ) Other expense (181,028 ) (181,028 ) - Loss before tax benefit (2,595,709 ) (2,888,431 ) (292,722 ) Net loss (2,142,082 ) (2,434,804 ) (292,722 ) Basic EPS (0.04 ) (0.04 ) - Diluted EPS (0.04 ) (0.04 ) - Item Quarter Ended Quarter Ended Difference Increase (Decrease) Revenues 3,115,726 3,115,726 - Cost of revenues 1,857,173 1,857,173 - Gross margin 1,258,553 1,258,553 - Operating expenses 3,194,060 3,298,985 104,925 Loss from operations (1,935,507 ) (2,040,432 ) (104,925 ) Other expense (4,479,676 ) (4,479,676 ) - Loss before tax benefit (6,415,183 ) (6,520,108 ) (104,925 ) Net loss (6,408,718 ) (6,513,643 ) (104,925 ) Basic EPS (0.22 ) (0.22 ) - Diluted EPS (0.22 ) (0.22 ) - Item Year-to-date Year-to-date Difference Increase (Decrease) Revenues 9,611,654 9,611,654 - Cost of revenues 5,802,680 5,802,680 - Gross margin 3,808,974 3,808,974 - Operating expenses 8,159,162 8,556,809 397,647 Loss from operations (4,350,188 ) (4,747,835 ) (397,647 ) Other expense (4,660,704 ) (4,660,704 ) - Loss before tax benefit (9,010,892 ) (9,408,539 ) (397,647 ) Net loss (8,550,800 ) (8,948,447 ) (397,647 ) Basic EPS (0.25 ) (0.25 ) - Diluted EPS (0.25 ) (0.25 ) - |
Balance Sheet Items [Member] | |
Note 22 - Prior Year Restatement (Tables) [Line Items] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | As a result of the aforementioned correction of accounting errors, the relevant quarterly and annual financial statements have been restated as follows (all amounts in $USD except per share data): Item As of September 30, 2014 as Previously Reported As of September 30, 2014 as Corrected Difference Increase (Decrease) Current Assets 6,238,952 6,238,952 - Current Liabilities 2,175,634 2,175,634 - Working Capital 4,063,318 4,063,318 - Total Assets 6,498,465 6,498,465 - Long Term Liabilities 245,756 245,756 - Total Liabilities 2,421,390 2,421,390 - Total Equity 4,077,075 4,077,075 - Item As of December 31, 2014 as Previously Reported As of December 31, 2014 Difference Increase (Decrease) Current Assets 6,594,456 6,594,456 - Current Liabilities 2,001,869 2,001,869 - Working Capital 4,592,587 4,592,587 - Total Assets 6,884,147 6,884,147 - Long Term Liabilities 249,979 249,979 - Total Liabilities 2,251,848 2,251,848 - Total Equity 4,632,299 4,632,299 - Item As of March 31, 2015 as Previously Reported As of March 31, 2015 Difference Increase (Decrease) Current Assets 4,862,542 4,862,542 - Current Liabilities 2,566,956 2,566,956 - Working Capital 2,295,586 2,295,586 - Total Assets 14,906,830 14,906,830 - Long Term Liabilities 4,368,495 4,368,495 - Total Liabilities 6,935,451 6,935,451 - Total Equity 7,971,379 7,971,379 - Item As of June 30, 2015 as Previously Reported As of June 30, 2015 Difference Increase (Decrease) Current Assets 3,707,612 3,707,612 - Current Liabilities 3,073,374 3,073,374 - Working Capital 634,238 634,238 - Total Assets 13,700,149 13,700,149 - Long-Term Liabilities 690,203 690,203 - Total Liabilities 3,763,577 3,763,577 - Total Equity 9,936,572 9,936,572 - Item As of September 30, 2015 as Previously Reported As of September 30, 2015 as Corrected Difference Increase (Decrease) Current Assets 11,626,581 11,626,581 - Current Liabilities 3,289,524 3,289,524 - Working Capital 8,337,057 8,337,057 - Total Assets 21,411,714 21,411,714 - Long-Term Liabilities 13,026,037 13,026,037 - Total Liabilities 16,315,561 16,315,561 - Total Deficit (5,181,709 ) (5,181,709 ) - |
Note 1 - Organization and Ope46
Note 1 - Organization and Operations (Details) - USD ($) | Nov. 21, 2014 | Sep. 29, 2014 | Sep. 24, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 1 - Organization and Operations (Details) [Line Items] | |||||||
Capital Stock Authorized | 28,985,507 | 160,000,000 | |||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | |||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.00001 | $ 0.00001 | |||||
Preferred Stock, Shares Authorized | 10,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.00001 | ||||||
Proceeds from Issuance of Private Placement (in Dollars) | $ 0 | $ 4,798,553 | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 16,000,000 | $ 0 | $ 345,000 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 35,149,883 | ||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 1,051,379 | ||||||
Stockholders' Equity, Reverse Stock Split | 2 for 3 | ||||||
Private Placement [Member] | |||||||
Note 1 - Organization and Operations (Details) [Line Items] | |||||||
Proceeds from Issuance of Private Placement (in Dollars) | $ 1,052,498 | $ 4,556,100 | $ 4,556,100 | $ 10,000 | $ 191,000 | ||
Stock Issued During Period, Shares, New Issues | 508,453 | 2,201,031 | 2,201,031 | 7,454 | 142,362 | ||
Six Dimensions [Member] | |||||||
Note 1 - Organization and Operations (Details) [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 29,643,068 | ||||||
Six Dimensions [Member] | Parent Company [Member] | |||||||
Note 1 - Organization and Operations (Details) [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 38,664,871 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Description | exchange ratio of approximately 1.3 shares of CleanTech common stock for each share of Six Dimensions stock |
Note 2- Going Concern (Details)
Note 2- Going Concern (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Proceeds from Issuance or Sale of Equity | $ 10,000,000 | $ 5,809,598 | ||
Cash and Cash Equivalents, at Carrying Value | 4,888,797 | $ 6,096,417 | $ 5,611 | |
Accounts Receivable, Net, Current | 1,316,448 | 1,713,112 | ||
Liabilities, Current | $ 2,001,869 | $ 3,242,910 |
Note 3 - Acquisitions (Details)
Note 3 - Acquisitions (Details) - USD ($) | Mar. 20, 2015 | Mar. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 3 - Acquisitions (Details) [Line Items] | ||||
Business Combination, Acquisition Related Costs | $ 169,191 | $ 0 | ||
Business Combination, Contingent Consideration, Liability, Current | 343,777 | 0 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 145,997 | 0 | ||
Business Acquisition, Pro Forma Revenue | 13,408,046 | 13,455,455 | ||
Business Acquisition, Pro Forma Net Income (Loss) | (17,104,343) | $ 1,230,637 | ||
Storycode [Member] | ||||
Note 3 - Acquisitions (Details) [Line Items] | ||||
Business Acquisition, Consideration Transferred, Description | cash in the amount of $300,000; an additional $300,000 paid in escrow to be earned by the members upon the one year anniversary of their employment; an aggregate of 300,000 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”); and additional, potential earn-out shares of Common Stock based on Storycode’s financial performance for the three years following the closing of the acquisition. The Company also agreed to employment agreements with the Storycode Members. | |||
Payments to Acquire Businesses, Gross | $ 300,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 300,000 | |||
Business Acquisition, Share Price (in Dollars per share) | $ 0.00001 | |||
Business Combination, Acquisition Related Costs | 86,161 | |||
Business Combination, Contingent Consideration Arrangements, Description | The criteria contained in the Storycode SPA related to the contingent consideration payable to Storycode is from April 1, 2015 through March 31, 2018, and based on performance milestones and other terms set forth in the Storycode SPA, the Storycode Members may receive up to 400,000 restricted shares of 6D Global’s Common Stock. | |||
Restricted Cash and Cash Equivalents | $ 300,000 | |||
Business Combination, Contingent Consideration, Liability, Current | $ 2,733,334 | |||
Business Combination, Contingent Consideration Arrangements, Basis for Amount | The potential range of contingent consideration can range from $0 cash and no issuance of Common Stock, in the event that the Storycode Members are not employed by the Company for one year and the performance milestones are not reached, to $300,000 in cash and 400,000 restricted shares of Common Stock. | |||
Adjustments to Additional Paid in Capital, Other | $ 2,604,000 | |||
Goodwill, Acquired During Period | 4,259,350 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (2,733,334) | |||
Business Acquisition, Pro Forma Revenue | 145,712 | |||
Business Acquisition, Pro Forma Net Income (Loss) | 6,042 | |||
SwellPath [Member] | ||||
Note 3 - Acquisitions (Details) [Line Items] | ||||
Business Acquisition, Consideration Transferred, Description | (i) cash in the amount of $300,000; (ii) 300,000 shares of the Company’s Common Stock; and (iii) up to an additional 300,000 shares of Common Stock and $650,000, based upon the achievement by SwellPath of certain performance milestones within the first and second anniversaries of the closing of the transaction. In addition, the Company acquired all of the goodwill associated with SwellPath from its founder, Adam Ware, for cash in the amount $300,000. Also, the Company agreed to an employment agreement with Mr. Ware to serve as Vice-President, containing customary terms, conditions and covenants for such an agreement. | |||
Payments to Acquire Businesses, Gross | $ 600,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 300,000 | |||
Business Combination, Acquisition Related Costs | 83,030 | |||
Business Combination, Contingent Consideration Arrangements, Description | 1. If SwellPath’s financial performance for the period from April 1, 2015 to March 31, 2016 exceeds certain performance milestones and other terms set forth in the SwellPath SPA, the Company is may be required to pay SwellPath up to $650,000 in cash.2. If SwellPath’s financial performance for the period from April 1, 2016 to March 31, 2017 exceeds certain performance milestones and other terms set forth in the SwellPath SPA, SwellPath may receive up to 300,000 restricted shares of 6D Global’s Common Stock. | |||
Business Combination, Contingent Consideration, Liability, Current | $ 2,189,279 | |||
Business Combination, Contingent Consideration Arrangements, Basis for Amount | The potential range of contingent consideration can range from $0 cash and no issuance of Common Stock, in the event SwellPath fails to achieve the minimum financial performance in the required time, to $650,000 in cash and 300,000 shares of Common Stock, in the event SwellPath achieves the financial performance target as of March 31, 2017. | |||
Adjustments to Additional Paid in Capital, Other | $ 1,717,238 | |||
Other Payments to Acquire Businesses | 300,000 | |||
Goodwill, Acquired During Period | 300,000 | 3,959,590 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (2,189,279) | |||
Business Acquisition, Pro Forma Revenue | 472,442 | |||
Business Acquisition, Pro Forma Net Income (Loss) | $ 904 | |||
SwellPath [Member] | Contingent Consideration, Cash [Member] | ||||
Note 3 - Acquisitions (Details) [Line Items] | ||||
Business Combination, Contingent Consideration, Liability, Current | $ 472,040 | |||
Maximum [Member] | Storycode [Member] | Restricted Stock [Member] | ||||
Note 3 - Acquisitions (Details) [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 400,000 |
Note 3 - Acquisitions (Details
Note 3 - Acquisitions (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($) | Mar. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Contingent consideration | $ (145,997) | $ 0 | |
Storycode [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 300,000 | ||
Stock consideration | 2,604,000 | ||
Contingent consideration | 2,733,334 | ||
Total consideration | $ 5,637,334 |
Note 3 - Acquisitions (Detai50
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed - USD ($) | Mar. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Goodwill | $ 8,218,940 | $ 0 | |
Storycode [Member] | |||
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Cash | $ 100,000 | ||
Deferred revenue | (59,384) | ||
Due from seller | 46,368 | ||
Goodwill | 4,259,350 | ||
Total consideration | 5,637,334 | ||
Trade Names [Member] | Storycode [Member] | |||
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Intangible Assets Acquired, Fair Value | $ 330,000 | ||
Intangible Assets Acquired, Weighted Average Useful Life | 7 years | ||
Customer Relationships [Member] | Storycode [Member] | |||
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Intangible Assets Acquired, Fair Value | $ 900,000 | ||
Intangible Assets Acquired, Weighted Average Useful Life | 5 years | ||
Noncompete Agreements [Member] | Storycode [Member] | |||
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Intangible Assets Acquired, Fair Value | $ 61,000 | ||
Intangible Assets Acquired, Weighted Average Useful Life | 1 year 6 months |
Note 3 - Acquisitions (Detai51
Note 3 - Acquisitions (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($) | Mar. 20, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Contingent consideration | $ (145,997) | $ 0 | |
SwellPath [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 600,000 | ||
Stock consideration | 2,325,000 | ||
Contingent consideration | 2,189,279 | ||
Total consideration | $ 5,114,279 |
Note 3 - Acquisitions (Detai52
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed - USD ($) | Mar. 20, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Goodwill | $ 8,218,940 | $ 0 | |
SwellPath [Member] | |||
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Cash | $ 257,601 | ||
Deferred revenue | (67,950) | ||
Accrued liability | (51,195) | ||
Deferred tax liability | (620,767) | ||
Goodwill | 3,959,590 | ||
Total consideration | 5,114,279 | ||
Trade Names [Member] | SwellPath [Member] | |||
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Intangible Assets Acquired, Fair Value | $ 10,000 | ||
Intangible Assets Acquired, Weighted Average Useful Life | 3 years | ||
Customer Relationships [Member] | SwellPath [Member] | |||
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Intangible Assets Acquired, Fair Value | $ 1,560,000 | ||
Intangible Assets Acquired, Weighted Average Useful Life | 5 years | ||
Noncompete Agreements [Member] | SwellPath [Member] | |||
Note 3 - Acquisitions (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | |||
Intangible Assets Acquired, Fair Value | $ 67,000 | ||
Intangible Assets Acquired, Weighted Average Useful Life | 1 year 6 months |
Note 3 - Acquisitions (Detai53
Note 3 - Acquisitions (Details) - Schedule of Business Acquisition, Pro Forma Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Business Acquisition, Pro Forma Information [Abstract] | ||
Revenues | $ 13,408,046 | $ 13,455,455 |
(Loss) income | (7,987,605) | 1,254,127 |
Net (loss) income from operations | $ (17,104,343) | $ 1,230,637 |
Basic and diluted (loss) income per share (in Dollars per share) | $ (0.22) | $ 0.03 |
Note 4 - Significant and Crit54
Note 4 - Significant and Critical Accounting Policies and Practices (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | |
Note 4 - Significant and Critical Accounting Policies and Practices (Details) [Line Items] | ||
Number of Reportable Segments | 3 | |
Number of Operating Segments | 2 | |
Unbilled Receivables, Current | $ 491,714 | $ 62,049 |
Reimbursement Revenue | 673,572 | 732,107 |
Deferred Revenue, Current | 257,586 | 68,420 |
Advertising Expense | 561,108 | 75,707 |
Research and Development Expense | 0 | 0 |
Capitalized Computer Software, Net | $ 208,749 | $ 0 |
Omnibus Incentive Plan [Member] | ||
Note 4 - Significant and Critical Accounting Policies and Practices (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | shares | 4,800,000 |
Note 4 - Significant and Crit55
Note 4 - Significant and Critical Accounting Policies and Practices (Details) - Useful Lives of Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Software and Software Development Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipkent, Estimated Useful Life | 3 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipkent, Estimated Useful Life | 1 year |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipkent, Estimated Useful Life | 4 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipkent, Estimated Useful Life | 3 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipkent, Estimated Useful Life | 5 years |
Note 4 - Significant and Crit56
Note 4 - Significant and Critical Accounting Policies and Practices (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Note 4 - Significant and Critical Accounting Policies and Practices (Details) - Schedule of Earnings Per Share, Basic and Diluted [Line Items] | |||
Net loss (in Dollars) | $ (17,111,290) | $ 470,565 | |
Basic and diluted (loss) income per share (in Dollars per share) | $ (0.22) | $ 0.01 | |
Weighted average common outstanding: | |||
Basic | 78,227,127 | 48,500,156 | |
Diluted | 78,227,127 | 48,668,720 | |
Employee Stock Option [Member] | |||
Potentially dilutive securities (1) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [1] | 1,116,000 | 0 |
Warrant [Member] | |||
Potentially dilutive securities (1) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [1] | 189,806 | 290,394 |
Redeemable Convertible Preferred Stock [Member] | |||
Potentially dilutive securities (1) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [1] | 1,904,762 | 0 |
[1] | The impact of potentially dilutive securities on earnings per share is anti-dilutive in a period of net loss. |
Note 4 - Significant and Crit57
Note 4 - Significant and Critical Accounting Policies and Practices (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques - USD ($) | Aug. 10, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 10, 2015 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Stock price on valuation date (in Dollars per share) | $ 2.90 | |||
Shares outstanding as of measurement date | 78,247,864 | 77,575,617 | ||
Warrants and options outstanding as of measurement date | 189,806 | 290,394 | ||
Fully diluted shares outstanding as of measurement date | 78,227,127 | 48,668,720 | ||
Price Risk Derivative [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Stock price on valuation date (in Dollars per share) | $ 5.10 | $ 1.01 | ||
Shares outstanding as of measurement date | 78,247,864 | 78,247,864 | ||
Warrants and options outstanding as of measurement date | 1,440,852 | 1,440,852 | ||
Fully diluted shares outstanding as of measurement date | 79,688,716 | 79,688,716 | ||
Maximum allowed shares | 7,960,903 | 70,311,284 | ||
Expiration date | August 10, 2022 | August 10, 2022 | ||
Risk-free rate | 1.13% | 1.85% | ||
Remaining term (in years) | 7 years | 5 years 211 days | ||
Rounded annual volatility | 50.00% | 50.00% | ||
Trials | 100,000 | 100,000 | ||
Series A Preferred Stock [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Price per share (in Dollars per share) | $ 10,000 | |||
Series A Preferred Stock [Member] | Price Risk Derivative [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Preferred A shares (in Dollars) | $ 1,088 | $ 1,088 | ||
Total consideration without discount (in Dollars) | $ 10,880,000 | $ 10,880,000 | ||
Price per share (in Dollars per share) | $ 5.25 | $ 5.25 |
Note 5 - Fair Value of Financi
Note 5 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Dec. 31, 2015USD ($) |
Liabilities | |
Contingent SwellPath acquisition consideration | $ 618,037 |
Derivative liability | 17,220,000 |
17,838,037 | |
Fair Value, Inputs, Level 1 [Member] | |
Liabilities | |
Contingent SwellPath acquisition consideration | 0 |
Derivative liability | 0 |
0 | |
Fair Value, Inputs, Level 2 [Member] | |
Liabilities | |
Contingent SwellPath acquisition consideration | 0 |
Derivative liability | 0 |
0 | |
Fair Value, Inputs, Level 3 [Member] | |
Liabilities | |
Contingent SwellPath acquisition consideration | 618,037 |
Derivative liability | 17,220,000 |
$ 17,838,037 |
Note 6 - Property and Equipme59
Note 6 - Property and Equipment, net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 170,189 | $ 82,342 |
Note 6 - Property and Equipme60
Note 6 - Property and Equipment, net (Details) - Schedule of Property, Plant and Equipment - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 782,564 | $ 302,699 |
Less accumulated depreciation and amortization | (309,513) | (147,782) |
Property and equipment, net | $ 473,051 | $ 154,917 |
Note 7 - Goodwill and Intangi61
Note 7 - Goodwill and Intangible Assets, net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 394,650 | $ 0 |
Note 7 - Goodwill and Intangib
Note 7 - Goodwill and Intangible Assets, net (Details) - Schedule of Goodwill - USD ($) | Mar. 20, 2015 | Dec. 31, 2015 |
Goodwill [Line Items] | ||
Balance at December 31, 2014 | $ 0 | |
Balance at December 31, 2015 | 8,218,940 | |
Storycode [Member] | ||
Goodwill [Line Items] | ||
Acquisition | 4,259,350 | |
SwellPath [Member] | ||
Goodwill [Line Items] | ||
Acquisition | $ 300,000 | $ 3,959,590 |
Balance at December 31, 2015 | $ 3,959,590 |
Note 7 - Goodwill and Intang63
Note 7 - Goodwill and Intangible Assets, net (Details) - Schedule of Finite-Lived Intangible Assets | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 2,928,000 |
Accumulated Amortization | 394,650 |
Impairment | 0 |
Net Book Value | 2,533,350 |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 340,000 |
Accumulated Amortization | 41,925 |
Impairment | 0 |
Net Book Value | 298,075 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 2,460,000 |
Accumulated Amortization | 283,475 |
Impairment | 0 |
Net Book Value | 2,176,525 |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 128,000 |
Accumulated Amortization | 69,250 |
Impairment | 0 |
Net Book Value | $ 58,750 |
Minimum [Member] | Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
Minimum [Member] | Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 5 years |
Minimum [Member] | Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 1 year 6 months |
Maximum [Member] | Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 7 years |
Note 7 - Goodwill and Intang64
Note 7 - Goodwill and Intangible Assets, net (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Dec. 31, 2015USD ($) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | |
2,016 | $ 572,653 |
2,017 | 570,415 |
2,018 | 590,917 |
2,019 | 591,928 |
2,020 | 152,437 |
Thereafter | 55,000 |
Total future amortization expense | $ 2,533,350 |
Note 8 - Related Party Transa65
Note 8 - Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Note 8 - Related Party Transactions (Details) [Line Items] | ||
Stock Issued | $ 0 | $ 456,563 |
Majority Shareholder [Member] | ||
Note 8 - Related Party Transactions (Details) [Line Items] | ||
Loan Receivable, Stated Interest Rate | 2.64% | |
Interest Receivable | $ 46,433 | |
Due from Related Parties | $ 0 | $ 502,371 |
Note 9 - Accounts Payable and66
Note 9 - Accounts Payable and Accrued Liabilities (Details) - Schedule of Accrued Liabilities - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Accrued Liabilities [Abstract] | ||
Accrued trade payables | $ 1,150,438 | $ 703,725 |
Accrued compensation | 731,010 | 335,576 |
Total accounts payable and accrued liabilities | $ 1,881,448 | $ 1,039,301 |
Note 10 - Letter of Credit an67
Note 10 - Letter of Credit and Restricted Cash (Details) - USD ($) | Jan. 09, 2015 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Note 10 - Letter of Credit and Restricted Cash (Details) [Line Items] | ||||
Restricted Cash and Cash Equivalents, Noncurrent | $ 655,707 | $ 110,699 | ||
Letter of Credit [Member] | ||||
Note 10 - Letter of Credit and Restricted Cash (Details) [Line Items] | ||||
Letters of Credit Outstanding, Amount | $ 354,814 | |||
Debt Instrument, Maturity Date, Description | July 2,020 | |||
Line of Credit, Renewal Term | 1 year | |||
Restricted Cash and Cash Equivalents, Noncurrent | $ 355,707 | $ 110,699 | ||
Storycode [Member] | ||||
Note 10 - Letter of Credit and Restricted Cash (Details) [Line Items] | ||||
Restricted Cash and Cash Equivalents, Current | $ 300,000 |
Note 11 - Due to Factor (Detail
Note 11 - Due to Factor (Details) - Advances from Factor [Member] - USD ($) | Aug. 21, 2014 | Aug. 06, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 11 - Due to Factor (Details) [Line Items] | ||||
Factor Advances, Percentage of Receivables | 90.00% | |||
Factor Advances, Percentage of Receivables Held as Reserves | 10.00% | |||
Debt Instrument, Payment Terms | On August 21, 2014, the Company renewed this agreement which included among other changes, an elimination of the interest rate and the adoption of a Service Fee of 1.15% per month for all periods covered under the renewed agreement. | The Company was charged 0.7% for the first thirty (30) days outstanding. As well as each subsequent month prime plus 1.75% daily for funds outstanding over thirty (30) days. | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.70% | |||
Other Liabilities, Gross, Current | $ 0 | $ 970,541 | ||
Other Receivables, Gross, Current | $ 0 | $ 136,603 | ||
Prime Rate [Member] | ||||
Note 11 - Due to Factor (Details) [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
Note 12 - Short-term Debt (Deta
Note 12 - Short-term Debt (Details) - USD ($) | Jul. 27, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 12 - Short-term Debt (Details) [Line Items] | |||
Short-term Debt | $ 623,642 | $ 0 | |
Unsecured Debt | $ 2,376,358 | ||
Asset Based Lending Agreement (ABL) [Member] | Letter of Credit [Member] | |||
Note 12 - Short-term Debt (Details) [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000,000 | ||
Debt Issuance Cost | $ 22,500 | ||
Line of Credit Facility, Covenant Terms | During the term of the ABL the Company shall maintain and satisfy the following financial ratios (each of which shall be determined in accordance with U.S. GAAP, consistently applied: (a) Minimum Income Requirements . Maintain an Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) on a quarterly and non-cumulative basis of at least One Dollar ($1.00) per quarter starting with the fourth quarter of 2015. | ||
Interest Expense, Debt | $ 66,456 | ||
Asset Based Lending Agreement (ABL) [Member] | Letter of Credit [Member] | Prime Rate [Member] | |||
Note 12 - Short-term Debt (Details) [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||
Minimum [Member] | Asset Based Lending Agreement (ABL) [Member] | Letter of Credit [Member] | |||
Note 12 - Short-term Debt (Details) [Line Items] | |||
Line of Credit Facility, Interest Rate During Period | 7.00% |
Note 13 - Notes Payable (Detail
Note 13 - Notes Payable (Details) - USD ($) | Sep. 24, 2014 | May 27, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 |
Note 13 - Notes Payable (Details) [Line Items] | ||||||||
Debt Conversion, Original Debt, Amount | $ 16,000,000 | $ 0 | $ 345,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 35,149,883 | |||||||
Gains (Losses) on Extinguishment of Debt | 0 | (57,502) | ||||||
Repayments of Notes Payable | 6,600 | 261,600 | ||||||
Notes Payable, Other Payables [Member] | ||||||||
Note 13 - Notes Payable (Details) [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 94,060 | |||||||
Debt Instrument, Maturity Date, Description | January 2,021 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||||
Debt Instrument, Periodic Payment | $ 550 | |||||||
Debt Instrument, Collateral | secured by all assets of the Company | |||||||
Notes Payable | $ 60,020 | $ 53,420 | ||||||
Notes Payable, Other Payables [Member] | ||||||||
Note 13 - Notes Payable (Details) [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 20,000 | |||||||
Debt Instrument, Maturity Date, Description | August 2,014 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||
Debt Conversion, Original Debt, Amount | $ 345,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 300,001 | |||||||
Repayments of Notes Payable | $ 255,000 | |||||||
Note Payable One [Member] | Notes Payable, Other Payables [Member] | ||||||||
Note 13 - Notes Payable (Details) [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 580,000 |
Note 13 - Notes Payable (Detai
Note 13 - Notes Payable (Details) - Schedule of Maturities of Long-term Debt | Dec. 31, 2015USD ($) |
Schedule of Maturities of Long-term Debt [Abstract] | |
2,016 | $ 6,600 |
2,017 | 6,600 |
2,018 | 6,600 |
2,019 | 6,600 |
2,020 | 6,600 |
Thereafter | 20,420 |
Total | $ 53,420 |
Note 14 - Stock Based Compens72
Note 14 - Stock Based Compensation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Note 14 - Stock Based Compensation (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 1,281,000 | 0 | |
Share-based Compensation | $ 1,424,672 | $ 0 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,771,728 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 years 109 days | ||
Scenario, Actual [Member] | |||
Note 14 - Stock Based Compensation (Details) [Line Items] | |||
Share-based Compensation | $ 397,646 | $ 354,409 | |
Cost of Sales [Member] | |||
Note 14 - Stock Based Compensation (Details) [Line Items] | |||
Share-based Compensation | $ 123,455 | ||
Selling, General and Administrative Expenses [Member] | |||
Note 14 - Stock Based Compensation (Details) [Line Items] | |||
Share-based Compensation | $ 1,301,217 | ||
Director [Member] | |||
Note 14 - Stock Based Compensation (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 80,000 | ||
Employees and Officers [Member] | |||
Note 14 - Stock Based Compensation (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 1,201,000 |
Note 14 - Stock Based Compensa
Note 14 - Stock Based Compensation (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions - Director [Member] | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Note 14 - Stock Based Compensation (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Fair value of Company’s Stock Options Granted (in Dollars) | $ | $ 292,400 |
Volatility | 45.00% |
Exercise price (in Dollars per share) | $ / shares | $ 8.60 |
Estimated life | 5 years 6 months |
Risk free interest rate (based on 5-year treasury rate) | 1.38% |
Dividend | 0.00% |
Note 14 - Stock Based Compen74
Note 14 - Stock Based Compensation (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions - Employees and Officers [Member] | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Note 14 - Stock Based Compensation (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Fair value of Company’s Stock Options Granted (in Dollars) | $ | $ 2,904,000 |
Estimated life | 6 years 6 months |
Dividend | 0.00% |
Minimum [Member] | |
Note 14 - Stock Based Compensation (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Volatility | 45.00% |
Exercise price (in Dollars per share) | $ 2.63 |
Risk free interest rate (based on 5-year treasury rate) | 1.57% |
Maximum [Member] | |
Note 14 - Stock Based Compensation (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Volatility | 50.00% |
Exercise price (in Dollars per share) | $ 11.25 |
Risk free interest rate (based on 5-year treasury rate) | 2.03% |
Note 14 - Stock Based Compen75
Note 14 - Stock Based Compensation (Details) - Schedule of Share-based Compensation, Stock Options, Activity - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | ||
Options Outstanding, Number of Shares (in Shares) | 0 | |
Options Outstanding, Weighted Average Grant Date Fair Value | $ 0 | |
Options Outstanding, Weighted Average Remaining Contractual Term | 4 years 36 days | 0 years |
Options Outstanding, Weighted Average Exercise Price | $ 0 | |
Exercisable at December 31, 2015 (in Shares) | 80,000 | |
Exercisable at December 31, 2015 | $ 3.66 | |
Exercisable at December 31, 2015 | 4 years 36 days | |
Exercisable at December 31, 2015 | $ 8.60 | |
Granted (in Shares) | 1,281,000 | 0 |
Granted | $ 2.50 | |
Granted | 4 years 54 days | |
Granted | $ 8.24 | |
Exercised (in Shares) | 0 | |
Exercised | $ 0 | |
Exercised | 0 years | |
Exercised | $ 0 | |
Forfeited (in Shares) | (165,000) | |
Forfeited | $ 2.40 | |
Forfeited | 4 years 142 days | |
Forfeited | $ 8.35 | |
Options Outstanding, Number of Shares (in Shares) | 1,116,000 | |
Options Outstanding, Weighted Average Grant Date Fair Value | $ 2.51 | |
Options Outstanding, Weighted Average Exercise Price | $ 8.23 |
Note 15 - Common Stock (Details
Note 15 - Common Stock (Details) - USD ($) | Mar. 20, 2015 | Mar. 04, 2015 | Nov. 21, 2014 | Sep. 29, 2014 | Sep. 24, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 15 - Common Stock (Details) [Line Items] | ||||||||||
Proceeds from Issuance of Private Placement (in Dollars) | $ 0 | $ 4,798,553 | ||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 16,000,000 | 0 | 345,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 35,149,883 | |||||||||
Gains (Losses) on Extinguishment of Debt (in Dollars) | $ 0 | $ (57,502) | ||||||||
Class of Warrant or Rights, Exercised | 100,588 | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 72,248 | |||||||||
Private Placement [Member] | ||||||||||
Note 15 - Common Stock (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 508,453 | 2,201,031 | 2,201,031 | 7,454 | 142,362 | |||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 1.75 | $ 1.75 | $ 1.75 | |||||||
Proceeds from Issuance of Private Placement (in Dollars) | $ 1,052,498 | $ 4,556,100 | $ 4,556,100 | $ 10,000 | $ 191,000 | |||||
Payments of Stock Issuance Costs (in Dollars) | $ 236,832 | $ 774,213 | ||||||||
Notes Payable, Other Payables [Member] | ||||||||||
Note 15 - Common Stock (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 345,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 300,001 | |||||||||
Storycode [Member] | ||||||||||
Note 15 - Common Stock (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 300,000 | |||||||||
SwellPath [Member] | ||||||||||
Note 15 - Common Stock (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 300,000 |
Note 15 - Common Stock (Detail
Note 15 - Common Stock (Details) - Schedule of Stockholders Equity - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Stockholders Equity [Abstract] | ||
Authorized; par value $0.00001 | 150,000,000 | 150,000,000 |
Issued | 78,247,864 | 77,575,617 |
Outstanding | 78,247,864 | 77,575,617 |
Note 15 - Common Stock (Deta78
Note 15 - Common Stock (Details) - Schedule of Stockholders Equity (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Stockholders Equity [Abstract] | ||
Authorized; par value | $ 0.00001 | $ 0.00001 |
Note 16 - Redeemable Converti79
Note 16 - Redeemable Convertible Preferred Stock (Details) - USD ($) | Sep. 10, 2015 | Aug. 10, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 16 - Redeemable Convertible Preferred Stock (Details) [Line Items] | ||||
Share Price (in Dollars per share) | $ 2.90 | |||
Derivative, Gain (Loss) on Derivative, Net | $ (9,292,720) | $ 0 | ||
Series A Preferred Stock [Member] | ||||
Note 16 - Redeemable Convertible Preferred Stock (Details) [Line Items] | ||||
Temporary Equity, Shares Issued (in Shares) | 1,088 | 1,088 | ||
Temporary Equity, Par or Stated Value Per Share (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0 | |
Temporary Equity, Redemption Price Per Share (in Dollars per share) | 5.25 | $ 5.25 | $ 0 | |
Sale of Stock, Price Per Share (in Dollars per share) | $ 10,000 | |||
Preferred Stock, Discount Rate | 8.00% | |||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ 10,000,000 | $ 10,000,000 | ||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 10,880,000 | |||
Preferred Stock, Dividend Rate, Percentage | 8.50% | 26.00% | 0.00% | |
Preferred Stock Dividend Rate, Default Increase, Percentage | 10.00% | |||
Temporary Equity, Term | 7 years | |||
Preferred Stock, Dividend Payment Terms | If the Company elects to pay the dividends or conversion premium amount in the form of Common Stock, the number of shares to be issued shall be calculated (subject to adjustment under certain triggering events) by using 90.0% of the average of the five lowest daily volume weighted average prices during the measurement period, less $0.05 per share of Common Stock, not to exceed 100% of the lowest sales price on the last day of such measurement period, less $0.05 per share of Common Stock. The Company will not issue any of its Common Stock that would result in the holder being deemed to beneficially own more than 4.99% of the total Common Stock outstanding at any one-time (which may be increased to 9.99% at the option of the holder). The net proceeds of the transaction are intended to be used to finance potential future acquisitions, global expansion, increase sales and marketing efforts, and for general corporate purposes, including working capital to foster the Company’s continued growth. | |||
Temporary Equity, Description | · The dividend rate will adjust upward by 10 percentage points from the applicable dividend rate.· If the Company elects to pay dividends or the conversion premium amount in Common Stock, the number of shares to be issued will be calculated by using 80.0% of the lowest daily volume weighted average price during any Measurement Period for any conversion by Holder, less $0.05 per share of Common Stock, not to exceed 80.0% of the lowest sales price on the last day of any Measurement Period, less $0.05 per share of Common Stock.· The Company no longer has the option to redeem the shares prior to the dividend maturity date.· As the equity conditions per the SPA were not met at December 31, 2015, the Company does not have the ability to convert the Redeemable Preferred Stock to Common Shares prior to the Dividend Maturity date.· The measurement date is adjusted to the period beginning from the Issuance date and ending 30 trading days after all applicable Conversion shares have actually been received into the Holder’s designated brokerage account. For each trading day during the Measurement Period on which less than all of the conditions of the agreements are not met, 1 Trading Day will be added to what otherwise would have been the end of the Measurement Period. | |||
Deferred Offering Costs | $ 614,402 | $ 0 | ||
Derivative, Fair Value, Net | $ 7,927,280 | $ 17,220,000 | ||
Maximum [Member] | Series A Preferred Stock [Member] | ||||
Note 16 - Redeemable Convertible Preferred Stock (Details) [Line Items] | ||||
Preferred Stock, Dividend Rate, Percentage | 17.00% | |||
Minimum [Member] | Series A Preferred Stock [Member] | ||||
Note 16 - Redeemable Convertible Preferred Stock (Details) [Line Items] | ||||
Preferred Stock, Dividend Rate, Percentage | 0.00% |
Note 16 - Redeemable Converti80
Note 16 - Redeemable Convertible Preferred Stock (Details) - Schedule of Stock by Class - Convertible Preferred Stock [Member] - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||
Authorized; par value $0.00001 | 10,000,000 | 10,000,000 |
Issued | 1,088 | 0 |
Outstanding | 1,088 | 0 |
Note 16 - Redeemable Converti81
Note 16 - Redeemable Convertible Preferred Stock (Details) - Schedule of Stock by Class (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Par value | $ 0.00001 | $ 0.00001 |
Note 16 - Redeemable Converti82
Note 16 - Redeemable Convertible Preferred Stock (Details) - Schedule of Stock by Class - Series A Preferred Stock [Member] - $ / shares | Aug. 10, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||
Stock authorized | 1,088 | 0 | |
Stock outstanding | 1,088 | 0 | |
Par value | $ 0.00001 | $ 0.00001 | $ 0 |
Conversion price | $ 5.25 | $ 5.25 | $ 0 |
Dividend rate | 8.50% | 26.00% | 0.00% |
Original issue date | Aug. 10, 2015 | ||
Redemption date | Aug. 10, 2022 |
Note 16 - Redeemable Converti83
Note 16 - Redeemable Convertible Preferred Stock (Details) - Schedule of Stock by Class - USD ($) | Aug. 10, 2015 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
December 31, 2014 | $ 0 | |
December 31, 2015 | $ 1,458,318 | |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
December 31, 2014 (in Shares) | 0 | |
December 31, 2014 | $ 0 | |
Issuance of preferred stock (in Shares) | 1,088 | 1,088 |
Issuance of preferred stock | $ 10,000,000 | $ 10,000,000 |
Bifurcation of anti-dilution features | (7,927,280) | |
Equity issuance costs | $ (614,402) | |
December 31, 2015 (in Shares) | 1,088 | |
December 31, 2015 | $ 1,458,318 |
Note 17 - Warrants (Details)
Note 17 - Warrants (Details) - USD ($) | Nov. 21, 2014 | Sep. 29, 2014 | Sep. 24, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 17 - Warrants (Details) [Line Items] | |||||||
Proceeds from Issuance of Private Placement (in Dollars) | $ 0 | $ 4,798,553 | |||||
Class of Warrant or Right, Granted (in Shares) | 0 | ||||||
Class of Warrant or Rights, Exercised (in Shares) | 100,588 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 72,248 | ||||||
Class of Warrant or Rights, Weighted Average Exercise Price of Warrants or Rights, Outstanding (in Dollars per share) | $ 2.21 | $ 2.21 | |||||
Warrants, Weighted-Average Remaining Contractual Term | 3 years 251 days | ||||||
Private Placement [Member] | |||||||
Note 17 - Warrants (Details) [Line Items] | |||||||
Proceeds from Issuance of Private Placement (in Dollars) | $ 1,052,498 | $ 4,556,100 | $ 4,556,100 | $ 10,000 | $ 191,000 | ||
Payments of Stock Issuance Costs (in Dollars) | $ 236,832 | 774,213 | |||||
Cashless Exercise of Warrants [Member] | |||||||
Note 17 - Warrants (Details) [Line Items] | |||||||
Class of Warrant or Rights, Exercised (in Shares) | 100,588 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 72,247 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.21 | ||||||
Private Placement Fees [Member] | Private Placement [Member] | |||||||
Note 17 - Warrants (Details) [Line Items] | |||||||
Payments of Stock Issuance Costs (in Dollars) | $ 0.10 | ||||||
Class of Warrant or Right, Granted (in Shares) | 32,239 | 258,155 | |||||
Fair Value Assumptions, Expected Term | 5 years | 5 years | |||||
Fair Value Assumptions, Expected Volatility Rate | 46.50% | 46.50% | |||||
Fair Value Assumptions, Risk Free Interest Rate | 1.63% | 1.77% | |||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||
Class of Warrant or Right, Grant Date Fair Value (in Dollars) | $ 91,436 | $ 1,660,526 | |||||
Commission Fee, Percentage | 10.00% |
Note 17 - Warrants (Details) -
Note 17 - Warrants (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |
Warrants Outstanding | shares | 290,394 |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.21 |
Granted | shares | 0 |
Granted | $ / shares | $ 0 |
Exercised | shares | (100,588) |
Exercised | $ / shares | $ 2.21 |
Warrants Outstanding | shares | 189,806 |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.21 |
Note 18 - Commitments and Con86
Note 18 - Commitments and Contingencies (Details) | Sep. 14, 2015USD ($)ft² | Apr. 01, 2015USD ($) | Jan. 09, 2015USD ($)ft² | Apr. 29, 2014USD ($) | Apr. 16, 2014USD ($) | Feb. 15, 2014USD ($) | Jun. 21, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Note 18 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Security Deposit Liability | $ 50,000 | $ 30,000 | |||||||
Deferred Rent Credit, Noncurrent | 69,415 | 55,429 | |||||||
Building [Member] | |||||||||
Note 18 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Leases, Rent Expense | 918,045 | 342,170 | |||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 53,676 | ||||||||
Operating Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate | 3.00% | ||||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 60 months | ||||||||
Building [Member] | New York City, New York [Member] | |||||||||
Note 18 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 488,785 | ||||||||
Area of Real Estate Property (in Square Feet) | ft² | 8,887 | ||||||||
Building [Member] | Sub-Lease [Member] | |||||||||
Note 18 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 102,000 | ||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 41 months | ||||||||
Security Deposit Liability | $ 20,000 | ||||||||
Building [Member] | San Ramon, California [Member] | |||||||||
Note 18 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 2,836 | ||||||||
Description of Lessee Leasing Arrangements, Operating Leases | The amendment extends the lease past the May 31, 2014 expiration date on a month to month basis | ||||||||
Building [Member] | Pleasanton, California [Member] | |||||||||
Note 18 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 34,000 | ||||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 36 months | ||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 38 months | ||||||||
Description of Lessee Leasing Arrangements, Operating Leases | The lease requires base annual rent of approximately $34,000 for the first year, with increases in increments of 3% each year thereafter. The lease contains a two month rent abatement period starting in July 2014. | ||||||||
Building [Member] | Oregon [Member] | |||||||||
Note 18 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 188,466 | ||||||||
Area of Real Estate Property (in Square Feet) | ft² | 12,187 | ||||||||
Description of Lessee Leasing Arrangements, Operating Leases | The lease requires an initial base annual rental payments of $188,466 with increases in base rent of approximately 3%. | ||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 85 years | ||||||||
Deposit Assets | $ 27,819 | ||||||||
Building [Member] | Sub-Lease [Member] | |||||||||
Note 18 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 120,000 | ||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 24 months | ||||||||
Security Deposit Liability | $ 30,000 | ||||||||
Building [Member] | Letter of Credit [Member] | New York City, New York [Member] | |||||||||
Note 18 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Other Commitment | $ 244,393 | ||||||||
Equipment [Member] | |||||||||
Note 18 - Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Leases, Rent Expense | $ 92,114 | $ 81,036 |
Note 18 - Commitments and Con87
Note 18 - Commitments and Contingencies (Details) - Schedule of Future Minimum Rental Payments for Operating Leases | Dec. 31, 2015USD ($) |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | |
2,016 | $ 1,148,759 |
2,017 | 1,117,905 |
2,018 | 968,639 |
2,019 | 792,846 |
2,020 | 476,112 |
Thereafter | 766,401 |
Total | $ 5,270,662 |
Note 18 - Commitments and Con88
Note 18 - Commitments and Contingencies (Details) - Schedule of Future Minimum Lease and Interest Payments for Capital Leases - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Note 18 - Commitments and Contingencies (Details) - Schedule of Future Minimum Lease and Interest Payments for Capital Leases [Line Items] | ||
2,016 | $ 129,857 | |
2,017 | 114,066 | |
2,018 | 70,786 | |
2,019 | 0 | |
2,020 | 0 | |
Thereafter | 0 | |
Total | 314,709 | |
Amount representing interest | 31,179 | |
Present value of future minimum lease payments | 314,709 | |
Current portion of capital lease obligations | 129,857 | $ 53,610 |
Capital lease obligations, net of current portion | 184,852 | $ 111,130 |
Capital Lease Obligations, Including Interest [Member] | ||
Note 18 - Commitments and Contingencies (Details) - Schedule of Future Minimum Lease and Interest Payments for Capital Leases [Line Items] | ||
2,016 | 148,811 | |
2,017 | 124,167 | |
2,018 | 72,910 | |
2,019 | 0 | |
2,020 | 0 | |
Thereafter | 0 | |
Total | $ 345,888 |
Note 18 - Commitments and Con89
Note 18 - Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments for Capital Leases | Dec. 31, 2015USD ($) |
Schedule of Future Minimum Lease Payments for Capital Leases [Abstract] | |
2,016 | $ 129,857 |
2,017 | 114,066 |
2,018 | 70,786 |
2,019 | 0 |
2,020 | 0 |
Thereafter | 0 |
Total | $ 314,709 |
Note 19 - Concentrations and 90
Note 19 - Concentrations and Credit Risks (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Note 19 - Concentrations and Credit Risks (Details) [Line Items] | ||
Revenues (in Dollars) | $ 12,789,892 | $ 11,797,813 |
Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | ||
Note 19 - Concentrations and Credit Risks (Details) [Line Items] | ||
Concentration Risk, Customer | two significant customers that accounted for more than 10% of the Company’s total revenues | two significant customers that accounted for more than 10% of the Company’s total revenues |
Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||
Note 19 - Concentrations and Credit Risks (Details) [Line Items] | ||
Concentration Risk, Customer | one and none of its vendors accounting for more than 10% each of the Company’s accounts payables balances | |
Top Five Vendors [Member] | Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||
Note 19 - Concentrations and Credit Risks (Details) [Line Items] | ||
Concentration Risk, Percentage | 42.00% | 26.00% |
Customer One [Member] | Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | ||
Note 19 - Concentrations and Credit Risks (Details) [Line Items] | ||
Revenues (in Dollars) | $ 1,438,151 | $ 1,572,140 |
Customer Two [Member] | Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | ||
Note 19 - Concentrations and Credit Risks (Details) [Line Items] | ||
Revenues (in Dollars) | $ 2,867,298 | $ 1,699,599 |
Top 5 Customers [Member] | Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | ||
Note 19 - Concentrations and Credit Risks (Details) [Line Items] | ||
Concentration Risk, Customer | The Company’s sales to its top five customers | |
Concentration Risk, Percentage | 56.00% | 52.00% |
Top 5 Customers [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||
Note 19 - Concentrations and Credit Risks (Details) [Line Items] | ||
Concentration Risk, Customer | three customers accounting for more than 10% each of its accounts receivables balances | |
Concentration Risk, Percentage | 56.00% | 57.00% |
Foreign Customer [Member] | Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | ||
Note 19 - Concentrations and Credit Risks (Details) [Line Items] | ||
Concentration Risk, Customer | one foreign customer | |
Concentration Risk, Percentage | 22.00% | 9.00% |
Note 20 - Income Taxes (Details
Note 20 - Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Note 20 - Income Taxes (Details) [Line Items] | |
Operating Loss Carryforwards, Expiration Date | 2,035 |
Deferred Tax Assets, Gross | $ 0 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 2,570,000 |
Domestic Tax Authority [Member] | |
Note 20 - Income Taxes (Details) [Line Items] | |
Operating Loss Carryforwards | 6,846,000 |
State and Local Jurisdiction [Member] | |
Note 20 - Income Taxes (Details) [Line Items] | |
Operating Loss Carryforwards | $ 53,692 |
Note 20 - Income Taxes (Detail
Note 20 - Income Taxes (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | ||
Federal | $ (7,654) | $ 0 |
State | 0 | 0 |
Total Current Provision | (7,654) | 0 |
Deferred: | ||
Federal | (415,969) | (136,111) |
State | (43,543) | (25,144) |
Total deferred | (459,512) | (161,255) |
Income tax benefit | $ 451,858 | $ 161,255 |
Note 20 - Income Taxes (Deta93
Note 20 - Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 2,680,597 | $ 53,692 |
Accrued compensated absences | 0 | 60,164 |
Charitable contributions | 2,451 | 0 |
Acquisition costs | 76,705 | 0 |
Deferred revenues | 0 | 26,294 |
Share based compensation | 555,504 | 0 |
Deferred rent | 27,066 | 21,302 |
Net deferred tax assets | 3,342,323 | 161,452 |
Valuation allowance | (2,570,190) | 0 |
Deferred tax liabilities: | ||
Property and equipment | 0 | (197) |
Prepaid expenses | (135,003) | 0 |
Depreciation and amortization | (637,130) | 0 |
Total deferred tax liabilities | (772,133) | (197) |
Net deferred tax assets | $ 0 | $ 161,255 |
Note 20 - Income Taxes (Deta94
Note 20 - Income Taxes (Details) - Schedule of Effective Income Tax Rate Reconciliation | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Federal statutory rate | 34.00% | 34.00% |
State taxes net of federal benefit | 2.21% | 5.16% |
Changes in valuation allowance | (14.63%) | 0.00% |
Changes in tax filing status | 0.00% | 8.99% |
Non-deductible expenses | (18.75%) | 3.99% |
Other | (0.26%) | 0.00% |
Income tax benefit – Federal | 2.57% | 52.14% |
Note 21 - Business and Geogra95
Note 21 - Business and Geographic Segment Information (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 3 |
Note 21 - Business and Geogra96
Note 21 - Business and Geographic Segment Information (Details) - Schedule of Segment Reporting Information, by Segment - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | ||
Segment Revenues | $ 12,789,892 | $ 11,797,813 |
Segment Gross Margin | 5,061,648 | 4,371,956 |
Business Segment Performance | (4,674,478) | 576,223 |
Content Management Systems [Member] | ||
Segment Reporting Information [Line Items] | ||
Segment Revenues | 11,229,654 | 6,863,959 |
Segment Gross Margin | 4,737,208 | 3,243,563 |
Business Segment Performance | (4,267,719) | 813,722 |
Information Technology [Member] | ||
Segment Reporting Information [Line Items] | ||
Segment Revenues | 1,560,238 | 4,933,854 |
Segment Gross Margin | 324,440 | 1,128,393 |
Business Segment Performance | $ (406,759) | $ (237,499) |
Note 21 - Business and Geogra97
Note 21 - Business and Geographic Segment Information (Details) - Reconciliation of Operating Profit (Loss) from Segments to Consolidated - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Business Segment Performance | $ (4,674,478) | $ 576,223 |
Interest expense, net | (281,411) | (147,069) |
Depreciation and amortization | (564,839) | (82,342) |
Income tax benefit | 451,858 | 161,255 |
Acquisition related expenses | (169,191) | 0 |
One-time Professional and Legal fees | (911,456) | 0 |
Loss on debt extinguishment | 0 | (57,502) |
Loss on derivative liability | (9,292,720) | 0 |
Other income | 5,619 | 20,000 |
Net (loss) income | (17,111,290) | 470,565 |
Employees and Board of Directors [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share based compensation | (1,424,672) | 0 |
Former Principals of Acquired Companies [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share based compensation | $ (250,000) | $ 0 |
Note 22 - Prior Year Re
Note 22 - Prior Year Restatement (Details) - Schedule of Error Corrections and Prior Period Adjustments for Balance Sheet Items - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Current Assets | $ 8,716,815 | $ 6,594,456 | |||||
Current Liabilities | 3,242,910 | 2,001,869 | |||||
Total Assets | 20,871,828 | 6,884,147 | |||||
Long Term Liabilities | 17,845,347 | 249,979 | |||||
Total Liabilities | 21,088,257 | 2,251,848 | |||||
Total Equity | $ (1,674,747) | 4,632,299 | $ (536,950) | ||||
Scenario, Previously Reported [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Current Assets | $ 11,626,581 | $ 3,707,612 | $ 4,862,542 | 6,594,456 | $ 6,238,952 | ||
Current Liabilities | 3,289,524 | 3,073,374 | 2,566,956 | 2,001,869 | 2,175,634 | ||
Working Capital | 8,337,057 | 634,238 | 2,295,586 | 4,592,587 | 4,063,318 | ||
Total Assets | 21,411,714 | 13,700,149 | 14,906,830 | 6,884,147 | 6,498,465 | ||
Long Term Liabilities | 13,026,037 | 690,203 | 4,368,495 | 249,979 | 245,756 | ||
Total Liabilities | 16,315,561 | 3,763,577 | 6,935,451 | 2,251,848 | 2,421,390 | ||
Total Equity | (5,181,709) | 9,936,572 | 7,971,379 | 4,632,299 | 4,077,075 | ||
Scenario, Actual [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Current Assets | 11,626,581 | 3,707,612 | 4,862,542 | 6,594,456 | 6,238,952 | ||
Current Liabilities | 3,289,524 | 3,073,374 | 2,566,956 | 2,001,869 | 2,175,634 | ||
Working Capital | 8,337,057 | 634,238 | 2,295,586 | 4,592,587 | 4,063,318 | ||
Total Assets | 21,411,714 | 13,700,149 | 14,906,830 | 6,884,147 | 6,498,465 | ||
Long Term Liabilities | 13,026,037 | 690,203 | 4,368,495 | 249,979 | 245,756 | ||
Total Liabilities | 16,315,561 | 3,763,577 | 6,935,451 | 2,251,848 | 2,421,390 | ||
Total Equity | (5,181,709) | 9,936,572 | 7,971,379 | 4,632,299 | 4,077,075 | ||
Scenario, Adjustment [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Current Assets | 0 | 0 | 0 | 0 | 0 | ||
Current Liabilities | 0 | 0 | 0 | 0 | 0 | ||
Working Capital | 0 | 0 | 0 | 0 | 0 | ||
Total Assets | 0 | 0 | 0 | 0 | 0 | ||
Long Term Liabilities | 0 | 0 | 0 | 0 | 0 | ||
Total Liabilities | 0 | 0 | 0 | 0 | 0 | ||
Total Equity | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Note 22 - Prior Year 99
Note 22 - Prior Year Restatement (Details) - Schedule of Error Corrections and Prior Period Adjustments for Income Statement Items - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Note 22 - Prior Year Restatement (Details) - Schedule of Error Corrections and Prior Period Adjustments for Income Statement Items [Line Items] | |||||||||
Revenues | $ 12,789,892 | $ 11,797,813 | |||||||
Cost of Revenues | 7,728,244 | 7,425,857 | |||||||
Gross Margin | 5,061,648 | 4,371,956 | |||||||
Operating Expenses | 13,056,284 | 3,878,075 | |||||||
Income (Loss) from Operations | (7,994,636) | 493,881 | |||||||
Other Income (Expense) | (9,568,512) | (184,571) | |||||||
Pre-Tax Income (Loss) | (17,563,148) | 309,310 | |||||||
Net income (loss) | $ (17,111,290) | $ 470,565 | |||||||
Basic EPS (in Dollars per share) | $ (0.22) | $ 0.01 | |||||||
Diluted EPS (in Dollars per share) | $ (0.22) | $ 0.01 | |||||||
Scenario, Previously Reported [Member] | |||||||||
Note 22 - Prior Year Restatement (Details) - Schedule of Error Corrections and Prior Period Adjustments for Income Statement Items [Line Items] | |||||||||
Revenues | $ 3,115,726 | $ 3,220,343 | $ 3,498,760 | $ 2,709,066 | $ 6,495,928 | $ 9,611,654 | $ 8,299,053 | $ 3,275,585 | $ 11,797,813 |
Cost of Revenues | 1,857,173 | 2,041,679 | 2,473,836 | 1,713,409 | 3,945,507 | 5,802,680 | 4,952,021 | 1,903,828 | 7,425,857 |
Gross Margin | 1,258,553 | 1,178,664 | 1,024,924 | 995,657 | 2,550,421 | 3,808,974 | 3,347,032 | 1,371,757 | 4,371,956 |
Operating Expenses | 3,194,060 | 3,064,487 | 1,373,299 | 874,389 | 4,965,102 | 8,159,162 | 2,504,776 | 1,900,615 | 3,878,075 |
Income (Loss) from Operations | (1,935,507) | (1,885,823) | (348,375) | 121,268 | (2,414,681) | (4,350,188) | 842,256 | (528,858) | 493,881 |
Other Income (Expense) | (4,479,676) | (148,024) | (21,200) | (81,934) | (181,028) | (4,660,704) | (163,371) | (33,004) | (184,571) |
Pre-Tax Income (Loss) | (6,415,183) | (2,033,847) | (369,575) | 39,334 | (2,595,709) | (9,010,892) | 678,885 | (561,862) | 309,310 |
Net income (loss) | $ (6,408,718) | $ (1,762,637) | $ (260,442) | $ 31,589 | $ (2,142,082) | $ (8,550,800) | $ 731,007 | $ (379,445) | $ 470,565 |
Basic EPS (in Dollars per share) | $ (0.22) | $ (0.02) | $ (0.01) | $ 0 | $ (0.04) | $ (0.25) | $ 0.02 | $ (0.01) | $ 0.01 |
Diluted EPS (in Dollars per share) | $ (0.22) | $ (0.02) | $ (0.01) | $ 0 | $ (0.04) | $ (0.25) | $ 0.02 | $ (0.01) | $ 0.01 |
Scenario, Actual [Member] | |||||||||
Note 22 - Prior Year Restatement (Details) - Schedule of Error Corrections and Prior Period Adjustments for Income Statement Items [Line Items] | |||||||||
Revenues | $ 3,115,726 | $ 3,220,343 | $ 3,498,760 | $ 2,709,066 | $ 6,495,928 | $ 9,611,654 | $ 8,299,053 | $ 3,275,585 | $ 11,797,813 |
Cost of Revenues | 1,857,173 | 2,041,679 | 2,473,836 | 1,713,409 | 3,945,507 | 5,802,680 | 4,952,021 | 1,903,828 | 7,425,857 |
Gross Margin | 1,258,553 | 1,178,664 | 1,024,924 | 995,657 | 2,550,421 | 3,808,974 | 3,347,032 | 1,371,757 | 4,371,956 |
Operating Expenses | 3,298,985 | 3,175,577 | 1,563,739 | 1,038,358 | 5,257,824 | 8,556,809 | 2,668,745 | 2,082,247 | 4,232,484 |
Income (Loss) from Operations | (2,040,432) | (1,996,913) | (538,815) | (42,701) | (2,707,403) | (4,747,835) | 678,287 | (710,490) | 139,472 |
Other Income (Expense) | (4,479,676) | (148,024) | (21,200) | (81,934) | (181,028) | (4,660,704) | (163,371) | (33,004) | (184,571) |
Pre-Tax Income (Loss) | (6,520,108) | (2,144,937) | (560,015) | (124,635) | (2,888,431) | (9,408,539) | 514,916 | (743,494) | (45,099) |
Net income (loss) | $ (6,513,643) | $ (1,873,727) | $ (450,882) | $ (132,380) | $ (2,434,804) | $ (8,948,447) | $ 567,038 | $ (561,077) | $ 116,156 |
Basic EPS (in Dollars per share) | $ (0.22) | $ (0.02) | $ (0.01) | $ 0 | $ (0.04) | $ (0.25) | $ 0.02 | $ (0.01) | $ 0.01 |
Diluted EPS (in Dollars per share) | $ (0.22) | $ (0.02) | $ (0.01) | $ 0 | $ (0.04) | $ (0.25) | $ 0.02 | $ (0.01) | $ 0.01 |
Scenario, Adjustment [Member] | |||||||||
Note 22 - Prior Year Restatement (Details) - Schedule of Error Corrections and Prior Period Adjustments for Income Statement Items [Line Items] | |||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of Revenues | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Gross Margin | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Operating Expenses | 104,925 | 111,090 | 190,440 | 163,969 | 292,722 | 397,647 | 163,969 | 181,632 | 354,409 |
Income (Loss) from Operations | (104,925) | (111,090) | (190,440) | (163,969) | (292,722) | (397,647) | (163,969) | (181,632) | (354,409) |
Other Income (Expense) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Pre-Tax Income (Loss) | (104,925) | (111,090) | (190,440) | (163,969) | (292,722) | (397,647) | (163,969) | (181,632) | (354,409) |
Net income (loss) | $ (104,925) | $ (111,090) | $ (190,440) | $ (163,969) | $ (292,722) | $ (397,647) | $ (163,969) | $ (181,632) | $ (354,409) |
Basic EPS (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted EPS (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Note 23 - Subsequent Events (De
Note 23 - Subsequent Events (Details) - Subsequent Event [Member] - shares | Jan. 16, 2016 | Jul. 08, 2016 |
Note 23 - Subsequent Events (Details) [Line Items] | ||
Stock Held by the Stockholders (in Shares) | 35,629,883 | |
Asset Based Lending Agreement (ABL) [Member] | Line of Credit [Member] | ||
Note 23 - Subsequent Events (Details) [Line Items] | ||
Debt Instrument, Term | 1 year | |
Debt Instrument, Description | Percentage of Net Collateral available was changed from 85% to 80%. All other terms and provisions herein are unchanged. | |
Debt Instrument, Interest Rate Terms | Depending on the interest rate determined with respect to this First Amendment, and from and after the March 1, 2016 reference date, the “Interest Rate” shall be either the “Standard Rate” Rate of 4.75% plus the prime rate with a minimum of 8.00% or the “Preferred Rate” Rate of 3.75% plus the prime rate with a minimum of 7.00%. To the extent the Interest Rate is calculated with reference to the Base Rate, any change in the Interest Rate shall be effective as of the date of any change in the Base Rate. Subject to the Company satisfying the certain conditions such as the Company satisfies or exceeds each and every one of the financial ratio and covenant thresholds, suspension of trading of Guarantor’s securities as a publicly traded company is lifted and Guarantor is then actively listed as a publicly traded company, and current or new litigation is dismissed, or is settled or resolved on terms and conditions acceptable to Lender, the interest rate for any current accounting period shall be the Preferred Rate.If the Preferred Rate Conditions set forth in the agreement are not satisfied, then the Interest Rate for any Current Accounting Period shall be the Standard Rate; provided however, imposition of interest at the Standard Rate shall be subject to the provisions of this First Amendment and the Loan Agreement related to the imposition of the Alternative Interest Rate, Special Credit Accommodation Fees, the Default Interest Rate, and/or other fees and charges imposed under the Loan Agreement. | |
Debt Instrument, Covenant Compliance | The company was informed on May 1 st, 2016 that the California Bank of Commerce is entitled to and will assess interest at the Alternative Interest Rate of a 6% increase to the Interest Rate in the Loan Agreement of 3.75% plus the prime rate as provided for in the covenants. | |
Asset Based Lending Agreement (ABL) [Member] | Preferred Rate [Member] | Prime Rate [Member] | Line of Credit [Member] | ||
Note 23 - Subsequent Events (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | |
Asset Based Lending Agreement (ABL) [Member] | Standard Rate [Member] | Prime Rate [Member] | Line of Credit [Member] | ||
Note 23 - Subsequent Events (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 4.75% | |
Asset Based Lending Agreement (ABL) [Member] | Alternative Interest Rate [Member] | Line of Credit [Member] | ||
Note 23 - Subsequent Events (Details) [Line Items] | ||
Debt Instrument, Interest Rate, Increase (Decrease) | 6.00% | |
Asset Based Lending Agreement (ABL) [Member] | Alternative Interest Rate [Member] | Prime Rate [Member] | Line of Credit [Member] | ||
Note 23 - Subsequent Events (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | |
Minimum [Member] | Asset Based Lending Agreement (ABL) [Member] | Preferred Rate [Member] | Line of Credit [Member] | ||
Note 23 - Subsequent Events (Details) [Line Items] | ||
Line of Credit Facility, Interest Rate During Period | 7.00% | |
Minimum [Member] | Asset Based Lending Agreement (ABL) [Member] | Standard Rate [Member] | Line of Credit [Member] | ||
Note 23 - Subsequent Events (Details) [Line Items] | ||
Line of Credit Facility, Interest Rate During Period | 8.00% |