Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 11, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | OptimizeRx Corp | |
Entity Central Index Key | 1,448,431 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 29,018,425 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 8,174,409 | $ 3,446,973 |
Accounts receivable | 2,740,104 | 2,100,381 |
Prepaid expenses | 86,796 | 28,093 |
Total Current Assets | 11,001,309 | 5,575,447 |
Property and equipment, net | 10,104 | 12,813 |
Other Assets | ||
Patent rights, net | 889,184 | 930,854 |
Web development costs, net | 414,066 | 504,643 |
Security deposit | 5,049 | 5,049 |
Total Other Assets | 1,308,299 | 1,440,546 |
TOTAL ASSETS | 12,319,712 | 7,028,806 |
Current Liabilities | ||
Accounts payable - trade | 174,924 | 200,372 |
Accounts payable - related party | 570,000 | 570,000 |
Accrued expenses | 45,005 | 25,459 |
Revenue share payable | 1,996,969 | 1,502,761 |
Deferred revenue | 293,112 | 120,130 |
Total Liabilities | 3,080,010 | 2,418,722 |
Stockholders' Equity | ||
Common stock, $.001 par value, 500,000,000 shares authorized, 29,018,425 and 22,867,319 shares issued and outstanding, respectively | $ 29,018 | $ 22,867 |
Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding | ||
Stock warrants | $ 2,342,645 | $ 2,153,295 |
Additional paid-in-capital | 32,075,631 | 27,595,609 |
Stock payable | 1,132,148 | $ 963,063 |
Deferred stock compensation | (34,500) | |
Accumulated deficit | (26,305,240) | $ (26,124,750) |
Total Stockholders' Equity | 9,239,702 | 4,610,084 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 12,319,712 | $ 7,028,806 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 29,018,425 | 22,867,319 |
Common stock, shares outstanding | 29,018,425 | 22,867,319 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
NET REVENUE | $ 2,007,409 | $ 1,819,421 | $ 5,200,419 | $ 4,535,657 |
COST OF SALES | 1,044,415 | 958,334 | 2,683,183 | 2,249,885 |
GROSS MARGIN | 962,994 | 861,087 | 2,517,236 | 2,285,772 |
OPERATING EXPENSES | 875,425 | 1,155,933 | 2,698,694 | 3,542,680 |
INCOME (LOSS) FROM OPERATIONS | 87,569 | (294,846) | (181,458) | (1,256,908) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 368 | 303 | 968 | 632 |
TOTAL OTHER INCOME (EXPENSE) | 368 | 303 | 968 | 632 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ 87,937 | $ (294,543) | $ (180,490) | $ (1,256,276) |
PROVISION FOR INCOME TAXES | ||||
NET INCOME (LOSS) | $ 87,937 | $ (294,543) | $ (180,490) | $ (1,256,276) |
WEIGHTED AVERGE NUMBER OF SHARES OUTSTANDING | ||||
BASIC | 23,259,837 | 23,362,377 | 23,060,787 | 21,089,514 |
DILUTED | 24,348,551 | |||
NET INCOME (LOSS) PER SHARE | ||||
BASIC | $ 0 | $ (0.01) | $ (0.01) | $ (0.06) |
DILUTED | $ 0 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (180,490) | $ (1,256,276) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 242,004 | 182,403 |
Stock and options issued for services | 463,662 | 1,091,672 |
Changes in: | ||
Accounts receivable | (639,723) | (47,768) |
Prepaid expenses | (58,703) | (36,272) |
Accounts payable | (25,448) | (67,649) |
Revenue share payable | 494,208 | (13,123) |
Accrued expenses | 19,546 | (4,150) |
Deferred revenue | 172,982 | (177,959) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 488,038 | (329,122) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (499) | (2,694) |
Patent rights | (9,150) | (103,930) |
Website site development costs | (97,399) | (217,435) |
NET CASH USED IN INVESTING ACTIVITIES | (107,048) | (324,059) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stock | 4,733,746 | 10,000,000 |
Equity issuance costs | $ (387,300) | (1,204,968) |
Purchase of common and preferred stock and warrants | (6,000,000) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | $ 4,346,446 | 2,795,032 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 4,727,436 | 2,141,851 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 3,446,973 | 1,118,243 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | $ 8,174,409 | $ 3,260,094 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Nature of Business and Basis of Presentation [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION We are a technology solution company focused on the health care industry. Our objective is to bring better access to better care by leveraging our proprietary technology to provide on demand savings and support within physicians and patients web based platforms, including Electronic Health Records and Patient Portals. Initially defined as a marketing and advertising company through our consumer website, OptimizeRx.com, we have matured as a technology solutions provider through our direct to physician solution, SampleMD. SampleMD allows physicians to automatically display and distribute sample vouchers and/or co-pay coupons electronically within the ePrescription platform to pharmacies on behalf of their patients. The SampleMD solution is integrated into the ePrescribing or Electronic Medical Records applications, but can also sit on a prescriber’s desktop. Our solutions provide health care institutions with an alternative option to the traditional hassles and issues associated with storing and managing physical drug samples and pre-printed coupons and we provide better access and affordability to patients to improve affordability, adherence and outcomes. In turn, we provide pharmaceutical manufacturers with both direct to consumer and direct to physician channels for more efficiently communicating and promoting their products and savings. The condensed consolidated financial statements for the three and nine month periods ended September 30, 2015 and 2014 have been prepared by us without audit pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of September 30, 2015 and 2014, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. The consolidated balance sheet as of December 31, 2014, has been derived from the audited consolidated balance sheet as of that date. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission. The results of operations for the three and nine month periods ended September 30, 2015, are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made in the prior period’s consolidated financial statements to conform to the current period’s presentation. |
Stockholders Equity
Stockholders Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 2 – STOCKHOLDERS EQUITY Our compensation plan for our independent Directors calls for issuance of 6,250 shares per Director per quarter. In January 2015, we issued 12,500 shares of common stock in connection with that plan related to compensation for the fourth quarter of 2014. Those shares were recorded as stock payable at December 31, 2014. In addition, we issued an additional 12,500 shares each quarter for the quarters ended March 31, June 30, and September 30, 2015. These shares were valued at $16,375, $13,375, and $15,125, respectively, based on the fair market value at the time of issuance. In February, 2015, we entered into a capital markets advisory agreement covering a one year period, which called for 90,000 shares of common stock to be issued as compensation. These shares were valued at $112,500 and were amortized to expense over the period of service. 45,000 of these shares were issued in March 2015. The agreement was terminated in July 2015, effective in August, and the remaining 45,000 shares were not issued. The total expense recognized was $56,250. In September, 2015 we entered into a new capital markets advisory agreement covering a one year period, which calls for 90,000 shares of common stock to be issued as compensation. The first 45,000 shares were issued in September 2015 and valued at $41,400. These shares are being amortized over a six month period. The second 45,000 shares will be issued in March 2016 if the agreement is continued beyond that point and recorded at that time. In September, 2015, we entered into a securities purchase agreement pursuant to which we sold 6,011,106 shares of our common stock for $0.7875 per share, or gross proceeds of $4,733,746. The shares were issue to a subsidiary of WPP, the world’s largest marketing services company, as part of a strategic investment by WPP. Placement agents in the offering received commissions and expenses of $387,300, or approximately 8.2% of the gross proceeds. The net proceeds received were $4,346,446. Placement agents also received warrants to purchase up to 240,444 shares of our common stock with an exercise price of $0.7875 per share and a term of 5 years. The warrants were valued at $176,213 and have been recorded as equity issuance costs. In March, 2014, we entered into a securities purchase agreement, pursuant to which we sold 8,333,333 shares of our common stock for $1.20 per share, or gross proceeds of $10,000,000. Placement agents in the offering received commissions equal to approximately 9.7% of gross proceeds, for an aggregate commission of approximately $970,000, including reimbursements for their reasonable out of pocket expenses. Placement agents also received warrants to purchase up to 804,139 shares of our common stock with an exercise price of $1.20 per share and a term of 5 years. The warrants were valued at $1,110,211, have been recorded as equity issuance costs, and were registered on a registration statement that went effective May 28, 2014. In addition to the warrants to placement agents, we also paid cash bonuses of $240,000 to three executive officers, agreed to issue 200,000 shares to three executive officers, and issued 150,000 shares to a consultant, in connection with the equity raise. The stock was valued based on the fair market value on the grant date, which was $630,000 in total. These amounts have been recorded as equity issuance costs, resulting in total equity issuance costs of $2.95 million. The 200,000 shares for the three executive officers have not been issued, but are recorded as stock payable and can be requested by the executive officers at any time. We used the net proceeds of the 2014 offering to exercise the securities redemption option agreement, as amended, with Vicis Capital Master Fund that provided us with an option to purchase all of the outstanding shares and derivative securities held by Vicis for total payment of $6,000,000. The shares and derivative securities included the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock, and warrants to purchase shares of common stock held by Vicis in the Company. The balance of the net proceeds were used for working capital purposes. In January, 2014, an executive officer exercised 500,000 stock warrants using the cashless exercise feature included in the warrants. In exchange for the 500,000 warrants, 410,348 shares of common stock were issued. In June, 2015, we agreed to grant 197,605 fully vested shares of our common stock to two executive officers as bonuses. These shares have not been issued, but are recorded as stock payable and can be requested by the officers at any time. In February, 2014, we agreed to grant 337,500 shares of our common stock, half of which vested immediately and half of which vested in August 2014, to two executive officers as bonuses based on their efforts to recapitalize the company to secure approximately $3 million in working capital while reducing fully diluted shares by approximately 7 million shares. These shares have not been issued, but are recorded as stock payable and can be requested by the officers at any time. |
Share Based Payments - Options
Share Based Payments - Options | 9 Months Ended |
Sep. 30, 2015 | |
Share Based Payments - Options [Abstract] | |
SHARE BASED PAYMENTS - OPTIONS | NOTE 3 – SHARE BASED PAYMENTS – OPTIONS We use the fair value method to account for stock based compensation. We recorded $171,864 and $282,995 in compensation expense in the periods ended September 30, 2015 and 2014, respectively, related to options issued under our stock-based incentive compensation plan. This includes expense related to options issued in prior years for which the requisite service period for those options includes the current year, options granted in the current year and options repriced in the current year. The fair value of these instruments was calculated using the Black-Scholes option pricing model. Information related to the assumptions used in this model is set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 – COMMITMENTS AND CONTINGENCIES Litigation We are currently involved in the following legal proceedings. In September, 2014, we initiated litigation against Shadron Stastney, our previous CEO, in the U.S. District Court in the Eastern District of Michigan as a result of a dispute related to his separation agreement. Mr. Stastney alleged damages related to the non-registration of shares that he was granted as part of his separation agreement signed in September 2013. Under the terms of the contract we are not obligated to register the shares and we deny any obligation to do so. We have requested declarative relief from the court and also requested an injunction from the court preventing Mr. Stastney from continuing to pursue his claims. Mr. Stastney has filed a counterclaim requesting damages of $450,000 related to the nonregistration of his shares. The parties are currently in the discovery process and a dispositive motion has been filed by Mr. Stastney. We are in the process of preparing our response to the motion. In March, 2015, we initiated litigation against LDM Group, LLC and PDR Network, LLC in the U.S. District Court in the Eastern District of Missouri related to the breach by LDM, and PDR as successor, of the settlement agreement signed February 28, 2014 related to previous litigation with LDM. LDM has failed to live up to its obligations under the settlement agreement including, but not limited to, not allowing us to distribute our eCoupon programs in the LDM network, not allowing us to distribute the LDM patient education programs, and not providing other information required under the settlement agreement. We are seeking enforcement of the settlement agreement and we are seeking damages in an amount at least equal to the amounts paid to date to LDM under the settlement agreement, which is in excess of $1.0 million, as well as damages for lost income and business value as a result of LDM’s breach of the agreement. In March, 2015, we also initiated litigation against PDR Network, LLC in the U.S. District Court in the District of New Jersey as a result of PDR’s breach of the Master Services Agreement between the parties requiring PDR to exclusively use our eCoupon solution. We assert that PDR’s acquisition of LDM and the use of the LDM network to distribute coupons by PDR violates the agreement between the parties and we are seeking damages in an amount at least equal the amounts paid to date by us to LDM under the settlement agreement, which is in excess of $1.0 million, as well as damages for lost income and business value as a result of PDR’s actions. In May, 2015, we filed an amended complaint in the Missouri case to consolidate the two cases and withdrew the case against PDR Networks in the U.S. District Court in the District of New Jersey, without prejudice. In July, 2015, the U.S. District Court for the Eastern District of Missouri dismissed the case, citing lack of Federal jurisdiction in the matter. We refiled the consolidated case against PDR Network and LDM group in State court in Missouri. The defendants have filed a motion to dismiss two of the four counts in the consolidated complaint. We are in the process of preparing our response to the motion. Commitments In June, 2015, we signed an agreement with a major electronic health record system in the amount of $900,000 for expanded and exclusive eCoupon access to all of their platforms. Of this amount, $250,000 is payable in November 2015, with the balance of $650,000 due when the newest platform is launched in 2016. |
Restatement
Restatement | 9 Months Ended |
Sep. 30, 2015 | |
Restatement [Abstract] | |
RESTATEMENT | NOTE 5 – RESTATEMENT We restated our financial statements to correct the way we accounted for certain items related to stock based compensation, revenue share expense, and revenue recognition. The full impact of the restatement was reflected in the December 31, 2014 financial statements at the end of the year. The table below reflects the impact on the 2014 period reflected in this report. The restated Consolidated Statement of Operations and Consolidated Statement of Cash Flows for the three and nine months ended September 30, 2014, as applicable, is as follows: Three months ended September 30, 2014 Financial Statement Line Item Corrected Previously Stated Income statement Revenue 1,819,421 1,620,215 Income statement Cost of Sales $ 958,334 $ 858,898 Income statement Loss from operations $ (294,846 ) $ (394,616 ) Income statement Loss before income taxes $ (294,543 ) $ (394,314 ) Income statement Net loss $ (294,543 ) $ (394,314 ) Nine months ended September 30, 2014 Financial Statement Line Item Corrected Previously Stated Income statement Revenue 4,535,657 4,391,775 Income statement Cost of Sales $ 2,249,885 $ 1,897,757 Income statement Operating expenses 3,542,680 3,594,961 Income statement Loss from operations $ (1,256,908 ) $ (1,100,943 ) Income statement Loss before income taxes $ (1,256,276 ) $ (1,100,310 ) Income statement Net loss $ (1,256,276 ) $ (1,100,310 ) Statement of cash flows Net loss $ (1,256,276 ) $ (1,100,310 ) Statement of cash flows Stock and options issued for services $ 1,091,672 $ 1,182,952 Statement of cash flows Decrease in accounts payable $ (67,649 ) $ (97,474 ) Statement of cash flows Decrease in revenue share payable $ (13,123 ) $ (340,251 ) Statement of cash flows Decrease in deferred revenue $ (177,950 ) $ (4,252 ) |
Restatement (Tables)
Restatement (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restatement [Abstract] | |
Schedule of restatement | Three months ended September 30, 2014 Financial Statement Line Item Corrected Previously Stated Income statement Revenue 1,819,421 1,620,215 Income statement Cost of Sales $ 958,334 $ 858,898 Income statement Loss from operations $ (294,846 ) $ (394,616 ) Income statement Loss before income taxes $ (294,543 ) $ (394,314 ) Income statement Net loss $ (294,543 ) $ (394,314 ) Nine months ended September 30, 2014 Financial Statement Line Item Corrected Previously Stated Income statement Revenue 4,535,657 4,391,775 Income statement Cost of Sales $ 2,249,885 $ 1,897,757 Income statement Operating expenses 3,542,680 3,594,961 Income statement Loss from operations $ (1,256,908 ) $ (1,100,943 ) Income statement Loss before income taxes $ (1,256,276 ) $ (1,100,310 ) Income statement Net loss $ (1,256,276 ) $ (1,100,310 ) Statement of cash flows Net loss $ (1,256,276 ) $ (1,100,310 ) Statement of cash flows Stock and options issued for services $ 1,091,672 $ 1,182,952 Statement of cash flows Decrease in accounts payable $ (67,649 ) $ (97,474 ) Statement of cash flows Decrease in revenue share payable $ (13,123 ) $ (340,251 ) Statement of cash flows Decrease in deferred revenue $ (177,950 ) $ (4,252 ) |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2015 | Jul. 31, 2015 | Feb. 28, 2015 | Mar. 31, 2014 | Feb. 28, 2014 | Jan. 31, 2014 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 31, 2015 | |
Sharehoders equity [Texual] | |||||||||||||
Common stock issued for equity issuance costs | $ 630,000 | ||||||||||||
Employee bonus, Share | $ 337,500 | ||||||||||||
Additional working capital | $ 3,000,000 | ||||||||||||
Fully diluted shares | 7,000,000 | ||||||||||||
Equity issuance cost | $ 2,950,000 | ||||||||||||
Net proceeds received | $ 4,346,446 | $ 2,795,032 | |||||||||||
Capital markets advisory agreement [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Called for issuance of shares | 90,000 | ||||||||||||
Additional shares issued | 45,000 | ||||||||||||
Number of shares not be issued | 45,000 | ||||||||||||
Called for issuance of shares, values | $ 56,250 | $ 112,500 | |||||||||||
New Capital Markets Advisory Agreement [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Called for issuance of shares | 90,000 | ||||||||||||
New Capital Markets Advisory Agreement Shares Issued First [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Sale of comman stock shares | 45,000 | ||||||||||||
Sale of common stock value | $ 41,400 | ||||||||||||
New Capital Markets Advisory Agreement Shares Issued Seceond [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Sale of comman stock shares | 45,000 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Sale of comman stock shares | 6,011,106 | 8,333,333 | |||||||||||
Sale of common stock value | $ 4,733,746 | $ 10,000,000 | |||||||||||
Warrant exercise price period | 5 years | ||||||||||||
Sale of stock price per share | $ 0.7875 | $ 1.20 | $ 0.7875 | $ 0.7875 | |||||||||
Purchase of warrants | 240,444 | ||||||||||||
Warrants, Value | $ 176,213 | ||||||||||||
Exercise price | $ 0.7875 | $ 0.7875 | $ 0.7875 | ||||||||||
Placement Agents [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Warrant exercise price period | 5 years | ||||||||||||
Commissions percentage | 9.70% | ||||||||||||
Commissions | $ 970,000 | ||||||||||||
Purchase of warrants | 804,139 | ||||||||||||
Warrants, Value | $ 1,110,211 | ||||||||||||
Exercise price | $ 1.2 | ||||||||||||
Commissions And Expenses Description | Placement agents in the offering received commissions and expenses of $387,300, or approximately 8.2% of the gross proceeds. | ||||||||||||
Three Officers [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Additional shares issued | 200,000 | ||||||||||||
Employee Bonus | $ 240,000 | ||||||||||||
Consultant [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Additional shares issued | 150,000 | ||||||||||||
Vicis [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Debt redemption, amount | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | ||||||||||
Officer [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Additional shares issued | 410,348 | ||||||||||||
Warrants exercised, number of shares | 500,000 | ||||||||||||
Director [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Called for issuance of shares | 6,250 | ||||||||||||
Additional shares issued | 12,500 | ||||||||||||
Additional shares issued | 12,500 | 12,500 | 12,500 | ||||||||||
Additional shares issued, value | $ 15,125 | $ 13,375 | $ 16,375 | ||||||||||
Two Officers [Member] | |||||||||||||
Sharehoders equity [Texual] | |||||||||||||
Employee bonus, Share | $ 197,605 |
Share Based Payments - Options
Share Based Payments - Options (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share based payments options [Textual] | ||
Stock-based compensation expense | $ 171,864 | $ 282,995 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | ||||
Nov. 30, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | |
Commitment and contingencies [Textual] | |||||
Claims pertaining to damages to nonregistration of shares | $ 450,000 | ||||
Balance due of 2016 | $ 650,000 | ||||
Agreement for expanded and exclusive eCoupon access | $ 900,000 | ||||
LDM Group [Member] | |||||
Commitment and contingencies [Textual] | |||||
Damage related to LDM' s breach of the agreement | $ 1,000,000 | ||||
PDR Network [Member] | |||||
Commitment and contingencies [Textual] | |||||
Damage related to LDM' s breach of the agreement | $ 1,000,000 | ||||
Subsequent Event [Member] | |||||
Commitment and contingencies [Textual] | |||||
Commitments purchased for expanded and exclusive ecoupon access | $ 250,000 |
Restatement (Details)
Restatement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Class of Stock [Line Items] | ||||
Revenues | $ 2,007,409 | $ 1,819,421 | $ 5,200,419 | $ 4,535,657 |
Cost of Sales | 1,044,415 | 958,334 | 2,683,183 | 2,249,885 |
Operating expenses | 875,425 | 1,155,933 | 2,698,694 | 3,542,680 |
Loss from operations | 87,569 | (294,846) | (181,458) | (1,256,908) |
Loss before income taxes | 87,937 | (294,543) | (180,490) | (1,256,276) |
Net loss | $ 87,937 | (294,543) | (180,490) | (1,256,276) |
Net loss | (1,256,276) | |||
Stock and options issued for services | 463,662 | 1,091,672 | ||
Decrease in accounts payable | (25,448) | (67,649) | ||
Revenue share payable | 494,208 | (13,123) | ||
Decrease in deferred revenue | $ 172,982 | (177,959) | ||
Previously Stated | ||||
Class of Stock [Line Items] | ||||
Revenues | 1,620,215 | 4,391,775 | ||
Cost of Sales | 858,898 | 1,897,757 | ||
Operating expenses | 3,594,961 | |||
Loss from operations | (394,616) | (1,100,943) | ||
Loss before income taxes | (394,314) | (1,100,310) | ||
Net loss | $ (394,314) | (1,100,310) | ||
Net loss | (1,100,310) | |||
Stock and options issued for services | 1,182,952 | |||
Decrease in accounts payable | (97,474) | |||
Revenue share payable | 340,251 | |||
Decrease in deferred revenue | $ (4,252) |