Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 7-May-15 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | XCLL | |
Entity Registrant Name | XcelMobility Inc. | |
Entity Central Index Key | 1465509 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 250,142,503 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $85,654 | $159,628 |
Trade accounts receivable | 40,336 | 40,144 |
Other receivables, net of 3,578 and 3,500 allowance for doubtful accounts | 312,874 | 95,412 |
Inventory | 1,691 | 357 |
Advances to suppliers | 8,021 | |
Total Current Assets | 448,576 | 295,541 |
Property, Plant and Equipment, net of accumulated depreciation of $290,872 and $285,796, respectively | 52,929 | 49,226 |
TOTAL ASSETS | 501,505 | 344,767 |
Current liabilities: | ||
Accounts payable | ||
Other payables and accrued expenses | 719,368 | 510,762 |
Other taxes payable | 2,766 | 9,254 |
Deferred revenue | 19,227 | 19,135 |
Convertible notes, net of debt discount | 66,625 | 48,875 |
Derivative liability | 439,321 | 693,303 |
Accrued interest | 5,223 | 5,223 |
Advance by customers | 96,469 | |
Total Current Liabilities | 1,348,999 | 1,286,552 |
Convertible notes, net of debt discount | 1,017,041 | 974,142 |
Accrued interest | 340,426 | 330,426 |
Total Liabilities | 2,706,466 | 2,591,120 |
Shareholders' Equity: | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; no shares issued and outstanding at March 31, 2015 and December 31, 2014 | ||
Common stock, $0.001 par value, 100,000,000 shares authorized; 234,682,756 and 207,414,781 shares issued and outstanding at March 31, 2015 and December 31, 2014 | 234,683 | 207,415 |
Shares unissued | 549,000 | 1,049,000 |
Additional paid in capital | 2,357,030 | 1,810,965 |
Accumulated deficit | -5,295,783 | -5,264,385 |
Accumulated other comprehensive loss | -49,891 | -49,348 |
Total Shareholders' Equity | -2,204,961 | -2,246,353 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $501,505 | $344,767 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Other receivables, allowance for doubtful accounts | $3,578 | $3,500 |
Property and equipment, accumulated depreciation | $102,098 | $119,328 |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 234,682,756 | 207,414,781 |
Common Stock, shares outstanding | 234,682,756 | 207,414,781 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) [Abstract] | ||
Revenue | $74,371 | $129 |
Cost of Revenue | -299 | -43 |
Gross Profit | 74,072 | 86 |
Operating Expenses: | ||
Selling expense | 50,149 | 4,905 |
General and administrative expense | 175,393 | 140,930 |
Total Operating Expenses | 225,542 | 145,835 |
Income (loss) from Operations | -151,470 | -145,749 |
Other Income (Expense): | ||
Interest income | 72 | 16 |
Amortization of debt discount | -133,982 | -75,437 |
Gain on derivatives | 253,982 | 27,898 |
Total Other Income (Expense) | 120,072 | -47,523 |
Income (Loss) Before Taxes | -31,398 | -193,272 |
Income tax expense | ||
Loss from continuing operation | -31,398 | -193,272 |
Discontinued Operation: | ||
Income from discontinued operation | 292,248 | |
Net income (loss) from discontinued operation | 292,248 | |
Net Income (Loss) | -31,398 | 98,976 |
Foreign currency translation adjustment | -544 | 7,057 |
Comprehensive income (loss) | ($31,942) | $106,033 |
Earnings (loss) per share - Basic | ($0.00) | $0.00 |
Earnings (loss) per share - Dilutive | ($0.00) | $0.00 |
Basic weighted average number of shares outstanding | 223,132,358 | 73,127,686 |
Diluted weighted average number of shares outstanding | 223,132,358 | 77,644,969 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | ($31,398) | $98,976 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation | 5,706 | 5,744 |
Amortisation of debt discount | 133,982 | 75,437 |
Fair value adjustment on derivative liability | -253,982 | -27,898 |
Changes in assets and liabilities: | ||
Trade accounts receivable, net | 192 | -432,920 |
Other receivable and prepayment | -217,462 | -2,029,504 |
Advances to suppliers | -8,021 | 913 |
Inventories | -1,334 | 1,165,444 |
Accounts payable | -1,540,327 | |
Accrued interest | 10,001 | 20,879 |
Other taxes payable | -6,488 | -319 |
Other payables and accrued expenses | 208,606 | 38,429 |
Deferred revenue | -92 | -161 |
Advance by customers | 96,469 | |
Net Cash Provided By (Used In) Operating Activities | -63,821 | -2,625,307 |
Cash Flows from Investing Activities: | ||
Proceeds from disposal of property, plant and equipment | 2,365 | |
Purchase of property, plant and equipment, net of value added tax refunds received | -9,415 | |
Net Cash Provided By (Used In) Investing Activities | -9,415 | 2,365 |
Cash Flows from Financing Activities: | ||
Proceeds from new bank loans obtained | 2,272,026 | |
Net Cash Provided By Financing Activities | 2,272,026 | |
Effect of Exchange Rate Changes on Cash | -738 | 7,056 |
Net Change in Cash | -73,974 | -343,860 |
Cash and Cash Equivalents at Beginning of Period | 159,628 | 431,707 |
Cash and Cash Equivalents at End of Period | 85,654 | 87,847 |
Supplement Cash Flow Information | ||
Cash paid during the period for interest | 31,636 | |
Cash paid during the period for income taxes |
Organization_and_Nature_of_Bus
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2015 | |
Organization and Nature of Business [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business |
XcelMobility Inc. | |
XcelMobility Inc. (“Xcel” or the “Company”) was incorporated under the laws of the State of Nevada on December 27, 2007. Initial operations have included organization and incorporation, target market identification, marketing plans, and capital formation. The Company was no longer a development stage company after the Company started to generate revenues from various application of mobile device. | |
Share Cancellation | |
On August 11, 2011, Moses Carlo Supera Paez, a director and shareholder of the Company, surrendered 17,700,000 shares of common stock for cancellation. Further, on August 30, 2011, Mr. Paez surrendered an additional 7,350,000 shares of our common stock for cancellation and Mr. Jaime Brodeth, one of our former directors and a shareholder, surrendered 22,950,000 shares of our common stock for cancellation. As such, immediately prior to the Exchange Transaction as further discussed in detail later and after giving effect to the foregoing cancellations, the Company had 29,700,000 shares of common stock issued and outstanding. Immediately after the Exchange Transaction, the Company had 60,000,000 shares of common stock issued and outstanding. | |
CC Mobility Limited | |
CC Mobility Limited (“CC Mobility”), a company organized under the laws of Hong Kong, was formed on May 3, 2011 and has authorized capital of 10,000 shares with registered capital of HK$1,000 at HK$1 per share. At formation, CC Mobility Limited has issued 560 shares to CC Wireless Limited, a company organized under the laws of Hong Kong, and 440 shares to Sheen Ventures Limited, a company organized under the laws of Hong Kong. The Company is a holding company formed for the purpose of acquiring a target company to effect a reverse merger with a U.S. reporting company. The reverse merger was completed on August 30, 2011. | |
CC Power Investment Consulting Co. Ltd. | |
Shenzhen CC Power Investment Consulting Co. Ltd. (“CC Investment”), a wholly-owned subsidiary of CC Mobility, was incorporated on July 27, 2011 under the laws of the People's Republic of China (“PRC”) as a wholly foreign owned limited liability company. The required registered capital is $2,000,000 and as of December 31, 2013, $400,000 of the registered capital has been contributed. | |
Shenzhen CC Power Corporation | |
Shenzhen CC Power Corporation (“CC Power”) is a Chinese enterprise organized in the PRC on March 13, 2003 in accordance with the Laws of the People's Republic of China. The required registered capital of CC Power was approximately $1,547,000 (RMB 10,000,000) and as of December 31, 2013, CC Power has paid up approximately $346,000 (RMB2,526,000). In March 2011, Mr. Ryan Ge sold his 5% ownership in CC Power to the other shareholder, Xili Wang (“CC Power Shareholder”). Ms. Wang holds 100% ownership interest in CC Power at the end of the financial period. | |
CC Power is primarily engaged in the research, development and commercialization of applications for mobile devices that access the Internet utilizing mobile phone networks. CC Power's principal activity is the design, testing sale and support of software to support mobile internet applications on cellular phones, smart phones, tablets and mobile computers in China. The principal product designed and built by CC Power is its Mach 5 Accelerator. This product has been independently tested by all 3 mobile phone carriers in China and accesses the internet 5 times faster than with other mobile browsers. The speed of the Mach 5 browser enables CC Power to develop other mobile software that can leverage off the Mach 5 products speed of processing. In order to support CC Power products the Company has built a series of server locations throughout China. CC Power sells its products to corporations directly, to individual users via the company's website and retail locations, through distribution agents and through all three mobile phone carriers in China. | |
As noted above, the primary purpose of CC Power is to develop software that allows user faster access to the Internet. CC Power's primary focus is in the mobile Internet market, with a focus on providing software that significantly increases the speed that users of smartphones, tablets and laptops can access the Internet over cellular phone networks. CC Power also uses their technology to increase the speed at which users of Virtual Private Networks can access data from their networks. | |
On September 22, 2014, XcelMobility Inc. entered into an Asset Purchase Agreement with CC Power, Xianjiang Silvercreek Digital Technology Co., Ltd. (“Silvercreek”) and the shareholders of Silvercreek (the “Selling Shareholders”). Pursuant to the terms of the Agreement, CC Power will acquire certain assets of Silvercreek relating to its online sports lottery business unit in exchange for the issuance of up to 80,000,000 shares of common stock of the Company to the Selling Shareholders. No Shares will be issued upon the closing date of the transaction. The Shares will be issued to the Selling Shareholders on a pro rata basis and upon achievement of the following milestones: (i) 10,000,000 Shares to be issued in the event that CC Power derives initial online lottery sales revenue (“Lottery Revenue”) of over 10,000 RMB per month from the business developed in connection with the Assets on or before October 1, 2014; (ii) 10,000,000 Shares to be issued in the event that CC Power derives Lottery Revenue of over 3,000,000 RMB per month from the business developed in connection with the Assets on or before March 31, 2015; (iii) 10,000,000 Shares to be issued in the event that CC Power derives initial online lottery sales revenue of over 20,000,000 RMB per month from the business developed in connection with the Assets on or before December 31, 2015; (iv) 40,000,000 Shares to be issued in the event that CC power obtains a lottery gaming license from the People's Republic of China; and (v) 10,000,000 Shares to be issued based on the achievement of certain incentives as determined by the board of directors of the Company. | |
Share Exchange Agreement | |
On August 30, 2011, the Company completed a voluntary share exchange transaction with Shenzhen CC Power Corporation, CC Mobility Limited and the shareholders of CC Mobility (“Selling Shareholders”) pursuant to a Share Exchange Agreement dated July 5, 2011 (the “Exchange Agreement”). In accordance with the terms of Exchange Agreement, on the Closing Date, Xcel issued 30,300,000 shares of its common stock to the Selling Shareholders in exchange for 100% of the issued and outstanding capital stock of CC Mobility (the “Exchange Transaction”). As a result of the Exchange Transaction, there was a change of control in the Company as the Selling Shareholders of CC Mobility acquired 50.5% of Xcel's issued and outstanding common stock, CC Mobility became Xcel's wholly-owned subsidiary, and Xcel acquired the business and operations of CC Mobility and CC Power. | |
For accounting purposes, the merger transaction is being accounted for as a reverse merger. The transaction has been treated as a recapitalization of CC Mobility and its subsidiaries, with Xcel (the legal acquirer of CC Mobility and its subsidiaries) considered the accounting acquiree and CC Mobility whose management took control of Xcel (the legal acquire of CC Mobility) considered the accounting acquirer. | |
CC Power is owned by an individual but controlled by CC Investment through a series of contractual arrangements that transferred all of the benefits and responsibilities for the operations of CC Power to CC Investment. CC Investment accounts for CC Power as a Variable Interest Entity (“VIE”) under ASC 810 “Consolidation.” Accordingly, CC Investment consolidates CC Power's results, assets and liabilities. | |
Shenzhen Jifu Communication Technology Co., Ltd. | |
Shenzhen Jifu Communication Technology Co., Ltd (“Jifu”), was incorporated on April 16, 2001 under the laws of the People's Republic of China (“PRC”) as a limited liability company. The required registered capital is RMB3,000,000 and all of the required registered capital has been contributed. | |
Jifu is primarily engaged in develops and distributes optical transmitters and receivers, electronic surveillance equipment, and other communications equipment. Jifu also engages in the purchase and sale of electronic products, network products, and communications equipment. In order to bolster its business, Jifu also engages in software research and development. | |
On May 7, 2013, the Company entered into and consummated a Stock Purchase Agreement (the “Agreement”) with Shenzhen CC Power Investment Consulting Co., Ltd., a company organized under the laws of the People's Republic of China and an indirect wholly-owned subsidiary of the Company (“CC Power”), Shenzhen Jifu Communication Technology Co., Ltd. a company organized under the laws of the People's Republic of China (“Jifu”) the shareholders of Jifu set forth in the signature page to the Agreement (the “Jifu Shareholders”) and Hui Luo. | |
Pursuant to the terms and conditions of the Agreement, the Company will issue an aggregate of 27,000,000 shares of the Company's common stock (the “Purchase Shares”) to the Jifu Shareholders as consideration for Jifu entering into certain controlling agreements (the “VIE Agreement”) with CC Power. CC Power will effectively own Jifu through the various conditions prescribed in the VIE Agreements. The Company will also grant 3,000,000 shares (the “Luo Shares”, together with the Purchase Shares, the “Shares'”) to Mr. Luo. | |
The Shares will be released to the Jifu Shareholders and Mr. Luo after the Company has reviewed Jifu's audited financial statements for the year ended December 31, 2013. If Jifu has achieved net revenue of $4,000,000 for the year ended December 31, 2013 (the “Target”), then the Company will release the Shares to the Jifu Shareholders and Mr. Luo in their full respective amounts. If Jifu has not achieved the Target by the end of the calendar year, the Company will decrease the amount of shares of common stock issued to the Jifu Shareholders and Mr. Luo in accordance with a formula set forth in the Agreement and release the Shares to the Jifu Shareholders and Mr. Luo in their respective decreased amounts. The Agreement has been approved by the boards of directors of the Company, CC Power, and Jifu, and the Jifu Shareholders. | |
On October 1, 2014, we entered into a Settlement Agreement, Waiver and Mutual Release with Jifu. Pursuant to the Release, the parties cancelled the Stock Purchase Agreement. We have completely transferred back the ownership of shares of Jifu to Jifu Shareholders without any further disputation and mutual accountability. In exchange, we have agreed to deliver 1,000,000 newly issued shares of our common stock to Jifu Shareholders. | |
The organizational structure of the Company is as follows: | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies | ||||||||||||
Basis of presentation | |||||||||||||
The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries at March 31, 2015 and for the three months ended March 31, 2015 and 2014 reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2014. The Company follows the same accounting policies in the preparation of interim reports. The Company's accounting policies used in the preparation of the accompanying financial statements conform to accounting principles generally accepted in the United States of America ("US GAAP") | |||||||||||||
The functional currency is the Chinese Renminbi, however the accompanying condensed consolidated financial statements have been translated and presented in United States Dollars ($). All significant inter-company balances and transactions have been eliminated in consolidation. | |||||||||||||
All dollars are rounded to nearest hundred except for share data. | |||||||||||||
Use of estimates | |||||||||||||
In preparing financial statements in conformity with US GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported periods. Actual results could differ from those estimates. | |||||||||||||
Significant Estimates | |||||||||||||
These financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to depreciation of property, plant and equipment, the valuation allowance for deferred taxes. It is reasonably possible that the above-mentioned estimates and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods. | |||||||||||||
Variable Interest Entity | |||||||||||||
The accounts of CC Power have been consolidated with the accounts of the Company because CC Power is a variable interest entity with respect to CC Investment, which is a wholly-owned subsidiary of the Company. CC Investment entered into five agreements dated August 22, 2011 with CC Power Shareholder and with CC Power pursuant to which CC Investment provides CC Power with exclusive technology consulting and management services. In summary, the five agreements contain the following terms: | |||||||||||||
Entrusted Management Agreement. This agreement provides that CC Investment will provide exclusive management services to CC Power. Such management services include but are not limited to financial management, business management, marketing management, human resource management and internal control of CC Power. The Entrusted Management Agreement will remain in effect until the acquisition of all assets or equity of CC Power by CC Investment is complete (as more fully described in the Exclusive Purchase Option Agreement below). | |||||||||||||
Technical Services Agreement. This agreement provides that CC Investment will provide exclusive technical services to CC Power. Such technical services include but are not limited to software, computer system, data analysis, training and other technical services. CC Investment shall be entitled to charge CC Power service fees equivalent to CC Power's total net income. The Technical Service Agreement will remain in effect until the acquisition of all assets or equity of CC Power by CC Investment is complete (as more fully described in the Exclusive Purchase Option Agreement below). | |||||||||||||
Exclusive Purchase Option Agreement. Under the Exclusive Purchase Option Agreement, the CC Power Shareholder granted CC Investment an irrevocable and exclusive purchase option to acquire CC Power's equity and/or assets at a nominal consideration. CC Investment may exercise the purchase option at any time. | |||||||||||||
Loan Agreement. Under the Loan Agreement, CC Investment agreed to lend RMB 10,000,000 to the CC Power Shareholder, to be used solely for the operations of CC Power. | |||||||||||||
Equity Pledge Agreement. Under the Equity Pledge Agreement, the CC Power Shareholder pledged all of its equity interests in CC Power, including the proceeds thereof, to guarantee all of CC Investment's rights and benefits under the Entrusted Management Agreement, the Technical Service Agreement, the Exclusive Purchase Option Agreement and the Loan Agreement. Prior to termination of this Equity Pledge Agreement, the pledged equity interests cannot be transferred without CC Investment's prior consent. The CC Power Shareholder covenants to CC Investment that among other things, it will only appoint/elect the candidates for the directors of CC Power nominated by CC Investment. | |||||||||||||
In sum, the agreements transfer to CC Investment all of the benefits and all of the risk arising from the operations of CC Power, as well as complete managerial authority over the operations of CC Power. Through these contractual arrangements, the Company has the ability to substantially influence CC Power's daily operations and financial affairs, appoint its directors and senior executives, and approve all matters requiring board and/or shareholder approval. These contractual arrangements enable the Company to control CC Power and operate our business in the PRC through CC Investment. By reason of the relationship described in these agreements, CC Power is a variable interest entity with respect to CC Investment and CC Investment is considered the primary beneficiary of CC Power because the following characteristics identified in ASC 810-10-15-14 are present: | |||||||||||||
- | The holder of the equity investment in CC Power lacks the direct or indirect ability to make decisions about the entity's activities that have a significant effect on the success of CC Power, having assigned their voting rights and all managerial authority to CC Investment. (ASC 810-10-15-14(b)(1)). | ||||||||||||
- | The holder of the equity investment in CC Power lacks the obligation to absorb the expected losses of CC Power, having assigned to CC Investment all revenue and responsibility for all payables. (ASC 810-10-15-14(b)(2). | ||||||||||||
- | The holder of the equity investment in CC Power lacks the right to receive the expected residual returns of CC Power, having granted to CC Investment all revenue as well as an option to purchase the equity interests at a fixed price. (ASC 810-10-15-14(b)(3)). | ||||||||||||
Accordingly, the Company's condensed consolidated financial statements reflect the results of operations, assets and liabilities of CC Power. The carrying amount and classification of CC Power's assets and liabilities included in the Condensed Consolidated Balance Sheets are as follows: | |||||||||||||
March 31, | December 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Total current assets | $ | 361,608 | $ | 188,942 | |||||||||
Total assets | 421,881 | 236,166 | |||||||||||
Total current liabilities | 944,698 | 801,511 | |||||||||||
Total liabilities | 944,698 | 801,511 | |||||||||||
Jifu | |||||||||||||
The accounts of Jifu have been consolidated with the accounts of the Company because Jifu is a variable interest entity with respect to CC Investment, which is a wholly-owned subsidiary of the Company. CC Investment entered into five agreements dated May 7, 2013 with Jifu Shareholder and with Jifu pursuant to which CC Investment provides Jifu with exclusive technology consulting and management services. In summary, the five agreements contain the following terms: | |||||||||||||
Entrusted Management Agreement. Effective on May 7, 2013, CC Investment entered into an Entrusted Management Agreement with Jifu and the Jifu Shareholders, pursuant to which CC Investment agreed to provide, and Jifu agreed to accept, exclusive management services provided by CC Investment. Such management services include but are not limited to financial management, business management, marketing management, human resource management and internal control of Jifu. Jifu will pay a service fee to CC Investment on a quarterly basis, which fee will be a percentage of Jifu's total operational income. The Entrusted Management Agreement will remain in effect until the acquisition of all the assets or equity of Jifu by CC Investment. | |||||||||||||
Technical Services Agreement. Effective on May 7, 2013, CC Investment entered into a Technical Services Agreement with Jifu and the Jifu Shareholders, pursuant to which CC Investment agreed to provide, and Jifu agreed to accept, exclusive technical services provided by CC Investment. Such technical services include but are not limited to software services, computer systems services, data analysis, training and other technical services. Jifu will pay a service fee to CC Investment on a quarterly basis, which fee shall be a percentage of Jifu's total operational income. The Technical Service Agreement will remain in effect until the acquisition of all the assets or equity of Jifu by CC Investment. | |||||||||||||
Exclusive Purchase Option Agreement. Effective on May 7, 2013, CC Investment entered into an Exclusive Purchase Option Agreement with Jifu and the Jifu Shareholders, pursuant to which the Jifu Shareholders granted CC Investment an irrevocable and exclusive purchase option to acquire all of Jifu's equity and/or assets at a nominal consideration. CC Investment may exercise the purchase option at any time. Until CC Investment has exercised its purchase option, Jifu is required to conduct its business in accordance with certain covenants as further described in the Exclusive Purchase Option Agreement. | |||||||||||||
Loan Agreement | |||||||||||||
Effective on May 7, 2013, CC Investment entered into a Loan Agreement with the Jifu Shareholders, pursuant to which CC Investment agreed to lend RMB 3,000,000 to the Jifu Shareholders, to be used solely for the operations of Jifu. The loan is interest free, unless the deemed value of the consideration for the equity purchase of Jifu or asset purchase of Jifu under the Exclusive Purchase Option Agreement is higher than the principal amount of the loan, in which case the excess will be deemed to be interest on the loan. | |||||||||||||
Equity Pledge Agreement | |||||||||||||
Effective on May 7, 2013, CC Investment entered into an Equity Pledge Agreement with Jifu and the Jifu Shareholders, pursuant to which the Jifu Shareholders pledged all of their equity interests in Jifu, including the proceeds thereof, to guarantee all of CC Investment's rights and benefits under the Entrusted Management Agreement, the Technical Service Agreement, the Exclusive Purchase Option Agreement and the Loan Agreement. Prior to termination of the Equity Pledge Agreement, the pledged equity interests cannot be transferred without CC Investment's prior consent. The Jifu Shareholders covenant to CC Investment that among other things, they will only appoint/elect candidates for the board of directors of Jifu and supervisor office of Jifu that were nominated by CC Investment. | |||||||||||||
In sum, the agreements transfer to CC Investment all of the benefits and all of the risk arising from the operations of Jifu, as well as complete managerial authority over the operations of Jifu. Through these contractual arrangements, the Company has the ability to substantially influence Jifu's daily operations and financial affairs, appoint its directors and senior executives, and approve all matters requiring board and/or shareholder approval. These contractual arrangements enable the Company to control Jifu and operate our business in the PRC through CC Investment. By reason of the relationship described in these agreements, Jifu is a variable interest entity with respect to CC Investment and CC Investment is considered the primary beneficiary of Jifu because the following characteristics identified in ASC 810-10-15-14 are present: | |||||||||||||
The holder of the equity investment in Jifu lacks the direct or indirect ability to make decisions about the entity's activities that have a significant effect on the success of Jifu, having assigned their voting rights and all managerial authority to CC Investment. (ASC 810-10-15-14(b)(1)). | |||||||||||||
The holder of the equity investment in Jifu lacks the obligation to absorb the expected losses of Jifu, having assigned to CC Investment all revenue and responsibility for all payables. (ASC 810-10-15-14(b)(2). | |||||||||||||
The holder of the equity investment in Jifu lacks the right to receive the expected residual returns of Jifu, having granted to CC Investment all revenue as well as an option to purchase the equity interests at a fixed price. (ASC 810-10-15-14(b)(3)). | |||||||||||||
On October 1, 2014, we entered into a Settlement Agreement, Waiver and Mutual Release with Jifu. Pursuant to the Release, the parties cancelled the Stock Purchase Agreement. We have completely transferred back the ownership of shares of Jifu to Jifu Shareholders without any further disputation and mutual accountability. In exchange, we have agreed to deliver 1,000,000 newly issued shares of our common stock to Jifu Shareholders. | |||||||||||||
Revenue recognition | |||||||||||||
Our source of revenues is from internet accelerator software, which includes new software license revenues and software plus hardware and maintenance arrangements, and the source of revenue of Jifu is from developing and distributing optical transmitters and receivers, electronic surveillance equipment, and other communications equipment; and trading of electronic products, network products, and communications equipment. We also engage in software research and development, GPS system development and website development projects along with maintenance arrangements. | |||||||||||||
We evaluate revenue recognition based on the criteria set forth in FASB ASC 985-605, Software: Revenue Recognition and Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements, as revised by SAB No. 104, Revenue Recognition. | |||||||||||||
Revenue Recognition for Software Products (Software Elements) | |||||||||||||
New software license revenues represent fees earned from granting customers licenses to download our software products that aim at improving the internet connection speed of the mobile phone, computers or servers. The basis for software license revenue recognition is substantially governed by the accounting guidance contained in ASC 985-605, Software-Revenue Recognition. For software license that do not require significant modification or customization of the underlying software, we recognize new software license revenues when: (1) we enter into a legally binding arrangement with a customer for the license of software; (2) we deliver the products; (3) the sale price is fixed or determinable and free of contingencies or significant uncertainties; and (4) collection is probable. Revenues that are not recognized at the time of sale because the foregoing conditions are not met are recognized when those conditions are subsequently met. | |||||||||||||
Our software license arrangements do not include acceptance provisions, software license updates or product support contracts. | |||||||||||||
Revenue Recognition for Multiple-Element Arrangements - Software Products and Software Related Services(Software Arrangements) | |||||||||||||
We enter into arrangements with customers that purchase software related products that include one to three year product support service and a short training session (referred to as software related multiple-element arrangements). Such software related multiple-element arrangements include the sale of our software products, and product support contracts whereby software license delivery is followed by the subsequent delivery of the other elements. Our software license arrangements include acceptance provisions. We recognize revenue upon the receipt of written customer acceptance. The vast majority of our software license arrangements include software license updates and product support contracts. Software license updates provide customers with rights to unspecified software product upgrades during the term of the support period. Product support includes telephone access to technical support personnel or on-site support. For those software related multiple-element arrangements, we recognized revenue pursuant to ASC 985-605. Since we are unable to determine the fair value of the selling price for the undelivered elements in a multiple-element arrangement, which is the product support service and training, the entire arrangement consideration is deferred and is recognized ratably over the term of the arrangement, typically one year to three years. | |||||||||||||
Revenue Recognition for Multiple-Element Arrangements - Arrangements with Software and Hardware Elements | |||||||||||||
We also enter into multiple-element arrangements that may include a combination of our software installed in the hardware products we purchased from third parties and service offerings including purchased hardware , new software licenses, installation of the software in the hardware and one to three years product support. We adopted Accounting Standards Update (“ASU”) 2009-13, Revenue Recognition (Topic 605) : Multiple-Deliverable Revenue Arrangements . This guidance modifies the fair value requirements of FASB ASC subtopic 605-25, Revenue Recognition-Multiple Element Arrangements , by allowing the use of the “best estimate of selling price” in addition to vendor-specific objective evidence and third-party evidence for determining the selling price of a deliverable for non-software arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence, (b) third-party evidence, or (c) estimated selling price. In addition, the residual method of allocating arrangement consideration is no longer permitted. In such arrangements, we first allocate the total arrangement consideration based on the relative selling prices of the software group of elements as a whole and to the hardware elements. We recognize the hardware element considerations upon delivery of the hardware. The consideration allocated to the software group which includes the software element and the product support is recognized in according to the software arrangements policy as described above. | |||||||||||||
Revenue Recognition for Lottery Revenue | |||||||||||||
Commission income is recognized when the lottery ticket is sold through its online system. Other service income is recognized when the service is provided. | |||||||||||||
Cost of Revenue | |||||||||||||
Cost of revenue primarily consists of direct costs of products, direct labor of technical staff, depreciation of computer equipment, and overhead associated with the technical department. | |||||||||||||
Economic and political risks | |||||||||||||
The Company's operations are mainly conducted in the PRC. Accordingly, the Company's business, financial condition and results of operations in the PRC may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC. | |||||||||||||
The Company's major operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in government administration, governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. | |||||||||||||
Credit risk | |||||||||||||
The Company may be exposed to credit risk from its cash and fixed deposits at bank. No allowance has been made for estimated irrecoverable amounts determined by reference to past default experience and the current economic environment. | |||||||||||||
Property and equipment | |||||||||||||
Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows: | |||||||||||||
Equipment | 5 years | ||||||||||||
Office equipment | 5 years | ||||||||||||
Leasehold improvements | Over the lease terms | ||||||||||||
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized. | |||||||||||||
Accounting for the impairment of long-lived assets | |||||||||||||
Impairment of Long-Lived Assets is evaluated for impairment at a minimum on an annual basis whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10 “Impairments of Long-Lived Assets”. An asset is considered impaired if its carrying amount exceeds the future net cash flow the asset is expected to generate. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair market value. The recoverability of long-lived assets is assessed by determining whether the unamortized balances can be recovered through undiscounted future net cash flows of the related assets. The amount of impairment, if any, is measured based on projected discounted future net cash flows using a discount rate reflecting the Company's average cost of capital. | |||||||||||||
Inventories | |||||||||||||
Inventories are stated at the lower of cost or market value. Substantially all inventory costs are determined using the weighted average basis. The management regularly evaluates the composition of its inventory to identify slow-moving and obsolete inventories to determine if additional write-downs are required. | |||||||||||||
Accounts receivable | |||||||||||||
Accounts receivable consists of amounts due from customers. An allowance for doubtful accounts is established and determined based on management's assessment of known requirements, aging of receivables, payment history, the customer's current credit worthiness and the economic environment. As of March 31, 2015 and 2014, no allowance for doubtful accounts was deemed necessary based on management's assessment. | |||||||||||||
Fair Value of Financial Instruments | |||||||||||||
FASB accounting standards require disclosing fair value to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. | |||||||||||||
For certain financial instruments, including cash, accounts payable, accruals and other payables, the carrying amounts approximate fair value because of the near term maturities of such obligations. | |||||||||||||
Patents | |||||||||||||
The Company has three patents as listed in the table below relating to its internet accelerator software products. Fees related to registering these patents were insignificant and have been expensed as incurred. | |||||||||||||
Patent | Register Number | Issued By | |||||||||||
Mach5 Internet Acceleration Software V.6.0 | 2007SR09253 | National Copyright Administration of PRC | |||||||||||
Mach5 Enterprise Acceleration Software V.3.3 | 2009SR058767 | National Copyright Administration of PRC | |||||||||||
Mach5 Web Browser Software | 2010SR001089 | National Copyright Administration of PRC | |||||||||||
Research and development and Software Development Costs | |||||||||||||
All research and development costs are expensed as incurred. Software development costs eligible for capitalization under ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed, were not material to our consolidated financial statements for the three months ended March 31, 2015 and 2014. Research and development expenses amounted to $36,480 and $146,344 for the three months ended March 31, 2015 and 2014, respectively, and were included in general and administrative expense. | |||||||||||||
Comprehensive income | |||||||||||||
Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. For the Company, comprehensive income for the periods presented includes net income and foreign currency translation adjustments. | |||||||||||||
Income taxes | |||||||||||||
Income taxes are provided on an asset and liability approach for financial accounting and reporting of income taxes. Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred income tax liabilities or assets are recorded to reflect the tax consequences in future differences between the tax basis of assets and liabilities and the financial reporting amounts at each year end. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. | |||||||||||||
Foreign currency translation | |||||||||||||
Assets and liabilities of the Company's subsidiaries with a functional currency other than US$ are translated into US$ using period end exchange rates. Income and expense items are translated at the average exchange rates in effect during the period. Foreign currency translation differences are included as a component of Accumulated Other Comprehensive Income in Shareholders' Equity. | |||||||||||||
The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the financial statements were as follows: | |||||||||||||
31-Mar-15 | |||||||||||||
Balance sheet | RMB 6.1091 to US $1.00 | ||||||||||||
Statement of income and other comprehensive income | RMB 6.1358 to US $1.00 | ||||||||||||
31-Mar-14 | |||||||||||||
Balance sheet | RMB 6.1619 to US $1.00 | ||||||||||||
Statement of income and other comprehensive income | RMB 6.1156 to US $1.00 | ||||||||||||
31-Dec-14 | |||||||||||||
Balance sheet | RMB 6.1384 to US $1.00 | ||||||||||||
Statement of income and other comprehensive income | RMB 6.1438 to US $1.00 | ||||||||||||
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation. | |||||||||||||
Post-retirement and post-employment benefits | |||||||||||||
The Company contributes to a state pension plan in respect of its PRC employees. Other than the state pension plan, the Company does not provide any other post-retirement or post-employment benefits. | |||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||
The FASB has issued an Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). | |||||||||||||
The ASU focuses on the consolidation evaluation for reporting organizations (public and private companies and not-for-profit organizations) that are required to evaluate whether they should consolidate certain legal entities. | |||||||||||||
In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification™ and improves current GAAP by: | |||||||||||||
-Placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate a legal entity in certain circumstances based solely on its fee arrangement, when certain criteria are met. | |||||||||||||
-Reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE). | |||||||||||||
-Changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs. | |||||||||||||
The ASU will be effective for periods beginning after December 15, 2015, for public companies. For private companies and not-for-profit organizations, the ASU will be effective for annual periods beginning after December 15, 2016; and for interim periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. | |||||||||||||
The FASB has issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. | |||||||||||||
For public business entities, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. | |||||||||||||
Early adoption of the amendments is permitted for financial statements that have not been previously issued. | |||||||||||||
The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). | |||||||||||||
Going_Concern
Going Concern | 3 Months Ended |
Mar. 31, 2015 | |
Going Concern [Abstract] | |
Going Concern | 3. Going Concern |
The Company has incurred negative operating cash flows during the three months ended March 31, 2015 and has an accumulated deficit at March 31, 2015 and has relied on the Company's registered capital and issuance of convertible notes to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. | |
The financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. As of March 31, 2015, the Company had limited cash resources and management plans to continue its efforts to raise additional funds through debt or equity offerings which will be used to fund operations. | |
Property_and_Equipment_net
Property and Equipment, net | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Property and Equipment, net [Abstract] | |||||||||||||
Property and Equipment, net | 4. Property and Equipment, net | ||||||||||||
Property, plant and equipment, net consist of the following: | |||||||||||||
March 31, | December 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Equipment | $ | 107,860 | $ | 120,287 | |||||||||
Office equipment | 47,961 | 39,633 | |||||||||||
Leasehold improvements | - | 8,634 | |||||||||||
Exchange rate difference | (794 | ) | - | ||||||||||
155,027 | 168,554 | ||||||||||||
Less: Accumulated depreciation | (102,098 | ) | (119,328 | ) | |||||||||
Property and equipment, net | $ | 52,929 | $ | 49,226 | |||||||||
During the three months ended March 31, 2015 and 2014, depreciation expense was approximately $5,706 and $5,744, respectively. |
Deferred_Revenue
Deferred Revenue | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Deferred Revenue [Abstract] | |||||||||||||
Deferred Revenue | 5. Deferred Revenue | ||||||||||||
Deferred revenue represents deferred internet accelerator license revenue over the maintenance period of one to three years for our multiple element arrangements (Note 2). | |||||||||||||
In addition, deferred revenue includes two government grants for use in research and development related. The portion of the grants that has not been spent is deferred and recognize as other income as the funds are spent on research and development related expenditures. | |||||||||||||
Deferred revenue included on the balance sheets as of March 31, 2015 and December 31, 2014 is as follow: | |||||||||||||
March 31, | December 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Deferred revenue: | |||||||||||||
Current | $ | 19,227 | $ | 19,135 | |||||||||
Non-current | - | - | |||||||||||
Total | $ | 19,227 | $ | 19,135 | |||||||||
The table below sets forth the deferred revenue activities during the three months ended March 31, 2015 and 2014: | |||||||||||||
For the three months ended March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Deferred revenue, balance at beginning of period | $ | 19,135 | $ | 19,223 | |||||||||
Less: government grant earned during the three months | - | - | |||||||||||
Less: Revenue earned during the three months | - | - | |||||||||||
Exchange rate difference | 92 | (161 | ) | ||||||||||
Deferred revenue, balance at end of period | $ | 19,227 | $ | 19,062 |
Convertible_Promissory_Notes
Convertible Promissory Notes | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes | 6. Convertible Promissory Notes | |||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding balances for the four convertible promissory notes as of March 31, 2015 and December 31, 2014 are as follow: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan | Interest | Convertible | March | December | ||||||||||||||||||||||||||||||||||||||||||||||
Rate | Number of | 31, | 31, | |||||||||||||||||||||||||||||||||||||||||||||||
Lender | Date of Note | Maturity Date | Amount | (p.a.) | stock | 2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
Vantage Associates SA | 15-Apr-11 | 15-Apr-16 | $ | 150,000 | 5 | % | 600,000 | $ | 150,000 | $ | 150,000 | |||||||||||||||||||||||||||||||||||||||
Empa Trading Ltd. | 5-Jun-11 | 5-Jun-16 | 100,000 | 5 | % | 400,000 | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||
First Capital A.G. | 14-Jul-11 | 14-Jul-16 | 150,000 | 5 | % | 600,000 | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||||||
First Capital A.G. | 9-Sep-11 | 9-Sep-16 | 200,000 | 5 | % | 800,000 | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||
Vantage Associates SA | 9-Sep-11 | 9-Sep-16 | 200,000 | 5 | % | 800,000 | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||
Vantage Associates SA | 27-Oct-11 | 27-Oct-16 | 50,000 | 5 | % | 200,000 | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
First Capital A.G. | 1-Dec-11 | 1-Dec-16 | 50,000 | 5 | % | 200,000 | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
First Capital A.G. | 23-Jan-12 | 23-Jan-17 | 50 000 | 5 | % | 200,000 | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Magna Equities II, LLC (f/k/a Hanover | 30-May-14 | 30-May-16 | 150,000 | 8 | % | 10,632,951 | 150,000 | 350,000 | ||||||||||||||||||||||||||||||||||||||||||
Holdings I, LLC) | ||||||||||||||||||||||||||||||||||||||||||||||||||
KBM Worldwide, Inc. | 14-Aug-14 | 21-Aug-15 | 70,000 | 8 | % | 4,319,104 | 70,000 | 110,000 | ||||||||||||||||||||||||||||||||||||||||||
KBM Worldwide, Inc. | 17-Nov-14 | 17-Nov-15 | 61,000 | 8 | % | 3,763,791 | 61,000 | 61,000 | ||||||||||||||||||||||||||||||||||||||||||
$ | $ | 1,231,000 | $ | 1,471,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount from beneficial | 147,334 | 447,983 | ||||||||||||||||||||||||||||||||||||||||||||||||
conversion feature | ||||||||||||||||||||||||||||||||||||||||||||||||||
1,083,666 | 1,023,017 | |||||||||||||||||||||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Current portion | 66,625 | 48,875 | ||||||||||||||||||||||||||||||||||||||||||||||||
Non-current portion | $ | 1,017,041 | $ | 974,142 | ||||||||||||||||||||||||||||||||||||||||||||||
The debt discount was the beneficial conversion feature of the notes. It is being accreted as additional interest expense ratably over the term of the convertible notes. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expenses for the three months ended March 31, 2015 and 2014 were $10,000 and $13,125 respectively. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of the beneficial conversion feature for the three months ended March 31, 2015 and 2014 were $133,982 and $75,437 respectively. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Except for the convertible promissory note of the $350,000 issued to Hanover Holdings I, LLC on May 30, 2014, and the $110,000 and $61,000 issued to KBM Worldwide, Inc. on August 14, 2014 and November 17, 2014 respectively, all the convertible promissory notes (the “Notes”) are convertible upon the occurrence of the following events: | ||||||||||||||||||||||||||||||||||||||||||||||||||
(1) At any time, prior to the maturity date, the Company and the holder of the notes may mutually agree on a date to convert in whole or in part the notes into shares of common stock of the Company on the following terms: Holder of the note will be issued share units comprising of: | ||||||||||||||||||||||||||||||||||||||||||||||||||
(i) | one common share to be purchased at a price of $0.5, and | |||||||||||||||||||||||||||||||||||||||||||||||||
(ii) | one warrant that is convertible into one common share at a price of $1.00, and expires two years from the date of the Exchange Transaction is completed, and | |||||||||||||||||||||||||||||||||||||||||||||||||
(iii) | one warrant that is convertible into one common share at a price of $1.5, and expires three years from the date the Exchange Transaction is completed. | |||||||||||||||||||||||||||||||||||||||||||||||||
(2) Unless earlier converted into common stock mentioned above, if within twelve months of the date hereof the Company completes a Qualified Financing, as defined by the respective convertible promissory notes, the holder agrees to exchange the notes simultaneously with the initial closing of such Qualified Financing as follows: | ||||||||||||||||||||||||||||||||||||||||||||||||||
(a) In the event of a debt Qualified Financing (“Qualified Debt Financing”), the Holder may at its option exchange in whole or in part this Note for a promissory note (or other evidence of indebtedness) in the same form and with the same terms and conditions as those issued in such Qualified Debt Financing and in a principal amount equal to the then outstanding Debt. | ||||||||||||||||||||||||||||||||||||||||||||||||||
(b) In the event of an equity Qualified Financing (“Qualified Equity Financing”), the Holder may at its option convert the Debt into shares of capital stock of the same class and series and with the same rights, preferences and privileges as those issued in such Qualified Equity Financing, at a price per share equal to the purchase price paid by investors in such Qualified Equity Financing. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note of $350,000 issued to Hanover Holdings I, LLC on May 30, 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||||
On May 30, 2014, or the Closing Date, we entered into a securities purchase agreement dated as of the Closing Date (the “Purchase Agreement”) with Hanover Holdings I, LLC, a New York limited liability company (“Hanover”). Pursuant to the terms of the Purchase Agreement, Hanover purchased from us on the Closing Date (i) a senior convertible note with an initial principal amount of $350,000 (the “Convertible Note”) and (ii) a warrant to acquire up 3,716,091 shares of our common stock (the “Warrant”), for a total purchase price of $250,000. The Convertible Note was issued with an original issue discount of approximately 28.57%. | ||||||||||||||||||||||||||||||||||||||||||||||||||
$40,000 of the outstanding principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) shall be automatically extinguished (without any cash payment by us) if (i) we have properly filed a registration statement with the Securities and Exchange Commission, or SEC, on or prior to July 14, 2014, or the Filing Deadline, covering the resale by Hanover of the shares of common Stock issued or issuable upon conversion of the Convertible Note and (ii) no event of default or an event that with the passage of time or giving of notice would constitute an event of default has occurred on or prior to such date. Moreover, $60,000 of the outstanding principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) shall be automatically extinguished (without any cash payment by us) if (i) the registration statement has been declared effective by the SEC on or prior to the earlier of (i) the 120th calendar day after the Closing Date and (ii) the fifth business day after the date we are notified by the SEC that such registration statement will not be reviewed or will not be subject to further review (the “Effectiveness Deadline”), and the prospectus contained therein is available for use by Hanover for the resale by Hanover of the shares of common stock issued or issuable upon conversion of the Convertible Note and (ii) no event of default or an event that with the passage of time or giving of notice would constitute an event of default has occurred on or prior to such date. | ||||||||||||||||||||||||||||||||||||||||||||||||||
The Convertible Note matures on May 30, 2016 (subject to extension as provided in the Convertible Note) and, in addition to the approximately 28.57% original issue discount, accrues interest at the rate of 8.0% per annum. The Convertible Note is convertible at any time, in whole or in part, at Hanover's option into shares of our common stock, par value $0.001 per share at a conversion price equal to the lesser of (i) the product of (x) the arithmetic average of the lowest three (3) trade prices of our common stock during the 10 consecutive trading days ending and including the trading day immediately preceding the applicable conversion date and (y) 65%, and (ii) $0.12 (as adjusted for stock splits, stock dividends, stock combinations or other similar transactions). The Warrant entitles Hanover to purchase up to 3,716,091 shares of our common stock (the “Share Amount”) at any time for a period of one year from the Closing Date at an exercise price equal to the lesser of (i) the product of (x) the arithmetic average of the lowest three (3) VWAPs of the common stock during preceding ten (10) consecutive trading days and (y) sixty-five percent (65%), and (B) $0.12 (as adjusted for any stock split, stock dividend, stock combination or other similar transaction) (the “Exercise Price”). The Warrant may only be exercised for cash and we have the right to accept or decline any exercise of the Warrant by Hanover. If at any time the Share Amount is less than the quotient of $150,000 and the Exercise Price (the “Required Share Amount”), then the number of shares issuable upon exercise of the warrant shall automatically be increased by such number of shares equal to the difference of the Required Share Amount less the Share Amount. | ||||||||||||||||||||||||||||||||||||||||||||||||||
At no time will Hanover be entitled to convert any portion of the Convertible Note or exercise any portion of the Warrant to the extent that after such conversion or exercise, Hanover (together with its affiliates) would beneficially own more than 4.99% of the outstanding shares of our common stock as of such date (the “Maximum Percentage”). The Maximum Percentage may be raised to any other percentage not in excess of 9.99% at the option of Hanover upon at least 61 days' prior notice to us, or lowered to any other percentage, at the option of Hanover, at any time. | ||||||||||||||||||||||||||||||||||||||||||||||||||
The Convertible Note includes customary event of default provisions. Upon the occurrence of an event of default, Hanover may require us to pay in cash the greater of (i) the product of (A) the amount to be redeemed multiplied by (B) 135% (or 100% if an insolvency related event of default) and (ii) the product of (X) the conversion price in effect at that time multiplied by (Y) the product of (1) 135% (or 100% if an insolvency related event of default) multiplied by (2) the greatest closing sale price of our common stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date we make the entire payment required to be made under this provision. | ||||||||||||||||||||||||||||||||||||||||||||||||||
We have the right at any time to redeem all, but not less than all, of the total outstanding amount then remaining under the Convertible Note in cash at a price equal to 135% of the total amount of such Convertible Note then outstanding. If at any time after the Closing Date, (i) the closing bid price of our common stock is equal to or greater than 140% of the Exercise Price for a period of 30 consecutive trading days (the “Measuring Period”), (ii) no Equity Conditions Failure (as defined in the Warrant) shall have occurred, and (iii) the aggregate dollar trading volume of the Common Stock for each trading day during the Measuring Period exceeds $3,000 per day, then we shall have the right to require Hanover to exercise all, or any part, of the Warrant (up to the Maximum Forced Exercise Amount (defined below)) (the “Forced Exercise”) at the then applicable Exercise Price. We will not be permitted to effect a Forced Exercise if, after giving effect to such Forced Exercise, we have received more than $150,000 in cash, in the aggregate, from one or more exercises of the Warrant. “Maximum Forced Exercise Amount” means, as of any given date, the lesser of (x) the number of shares of our common stock issuable upon exercise of the Warrant as of such given date and (y) 500% of the average trading volume (as reported on Bloomberg) of our common stock on our principal market on each of the 10 consecutive trading days ending and including the trading day immediately prior to such given date. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes of $110,000 and $61,000 issued to KBM Worldwide, Inc. on August 14, 2014 and November 17, 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||||
On August 14, 2014 and November 17, 2014, we and KBM Worldwide, Inc. (“KBM”) completed a financing pursuant to which the Company issued Convertible Promissory Notes in the original principal amounts of $110,000 and $61,000 respectively (the “Notes”). The Notes bear 8% interest and is due on August 21, 2015 and November 17, 2015 respectively. The Notes become convertible 180 days after the date of the Note. The principal amounts of the Notes and any accrued interest can then be converted into shares of the Company's common stock at a rate of 75% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. | ||||||||||||||||||||||||||||||||||||||||||||||||||
The fair value of the embedded conversion feature of these notes as at March 31, 2015 and December 31, 2014 was $439,321 and $693,303, respectively. | ||||||||||||||||||||||||||||||||||||||||||||||||||
The fair value of the convertible notes was calculated using the Black-Scholes model with the following assumptions: expected life of 0.5-2 years, expected dividend rate of 0%, volatility of 246.8% and interest rate at 0.14%-0.26%. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value on a Recurring Basis | ||||||||||||||||||||||||||||||||||||||||||||||||||
The following table sets forth, by level within the fair value hierarchy, the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2015: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements at March 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Quoted Prices In | Significant Other | Significant | Total Carrying | |||||||||||||||||||||||||||||||||||||||||||||||
Active Markets for | Unobservable | |||||||||||||||||||||||||||||||||||||||||||||||||
Identical Assets | Observable Inputs | Inputs | Value as of | |||||||||||||||||||||||||||||||||||||||||||||||
Descriptions | (Level 1) | (Level 2) | (Level 3) | 31-Mar-15 | ||||||||||||||||||||||||||||||||||||||||||||||
Derivative warrant instruments | - | - | 439,321 | 439,321 | ||||||||||||||||||||||||||||||||||||||||||||||
Total | - | - | 439,321 | 439,321 | ||||||||||||||||||||||||||||||||||||||||||||||
Income_Tax
Income Tax | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Income Tax [Abstract] | |||||||||||||
Income Tax | 7. Income Tax | ||||||||||||
We are subject to income tax in the United States, Hong Kong and PRC. | |||||||||||||
The Company's subsidiaries, CC Power and CC Investment are incorporated in PRC and are subjected to PRC enterprises income tax at the applicable tax rates on the taxable income as reported in their Chinese statutory accounts in accordance with the relevant enterprises income tax laws (“EIT Law”). The subsidiaries locate in Shenzhen, a special economic region, where companies are allowed to gradually phase into the 25% statutory tax rate. For 2015 and 2014, the statutory income tax rate is 25%. The open tax years in PRC are 2010-2015. | |||||||||||||
CC Mobility is incorporated in Hong Kong and is subjected to Hong Kong corporate income tax at 16.5% statutory income tax rate. No Hong Kong profits tax has been provided in the financial statements, as the Company did not have any assessable profits for the three months ended March 31, 2015 and 2014. The open tax year for CC Mobility in Hong Kong are 2012-2015. | |||||||||||||
The Company has no income tax expense for the three months ended March 31, 2015 and 2014 because it has not net assessable income. | |||||||||||||
The Company applied the provisions of ASC 740.10.50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. ASC 740.10.50 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. ASC 740.10.50 also provides guidance related to, among other things, classification, accounting for interest and penalties associated with tax positions, and disclosure requirements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the statements of operation. The Company's policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. | |||||||||||||
The following table sets forth the components of deferred income taxes as of March 31, 2015 and December 31, 2014: | |||||||||||||
March 31, | December 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating (profit)/losses - U.S. | $ | (85,838 | ) | $ | 2,319,834 | ||||||||
Net operating losses - PRC and Hong Kong | 117,236 | 276,836 | |||||||||||
Deferred revenue | - | - | |||||||||||
31,398 | 2,596,670 | ||||||||||||
Valuation allowance | (31,398 | ) | (2,596,670 | ) | |||||||||
Deferred tax assets, net | $ | - | $ | - | |||||||||
As of March 31, 2015, the Company has net operating losses carry forward of $2,780,057 in the U.S. and $1,180,658 in Hong Kong and PRC available to offset future taxable income. They will begin to expire in 2030 and 2013, respectively. We provided for a full valuation allowance against the deferred tax assets of $31,398 on the expected future tax benefits from the net operating loss carry forwards as management believes it is more likely than not that these assets will not be realized in the future. | |||||||||||||
The change in valuation allowance for the three months ended March 31, 2015 and 2014 was a decrease of $2,565,272 and decrease of $1,111,642, respectively. | |||||||||||||
The Company did not recognize any interest or penalties related to unrecognized tax benefits for the three months ended March 31, 2015 and 2014. |
Employee_Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2015 | |
Employee Benefits [Abstract] | |
Employee Benefits | 8. Employee Benefits |
The Company contributes to a state pension plan organized by municipal and provincial governments in respect of its employees in PRC. The compensation expense related to this plan was $10,107 and $17,101 for the three months ended March 31, 2015 and 2014, respectively. | |
Earnings_loss_per_share
Earnings (loss) per share | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Earnings (loss) per share [Abstract] | |||||||||||||
Earnings (loss) per share | 9. Earnings (loss) per share | ||||||||||||
Basic earnings (loss) per share are computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the if-converted method for the convertible notes and preferred stock and the treasury stock method for warrants and options. The following table sets forth the computation of basic and diluted net loss per share: | |||||||||||||
For The Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Net income (loss) available for common shareholders – basic | $ | (31,398 | ) | $ | 98,976 | ||||||||
Interest expense on convertible notes | 10,000 | 13,125 | |||||||||||
Net income (loss) available for common shareholders - diluted | $ | (21,398 | ) | $ | 112,101 | ||||||||
Weighted average outstanding shares of common stock – basic | 223,132,358 | 73,127,686 | |||||||||||
Dilutive shares: | |||||||||||||
Conversion of convertible notes payable | - | 4,517,283 | |||||||||||
Weighted average outstanding shares of common stock – diluted | 223,132,358 | 77,644,969 | |||||||||||
Earnings (loss) per share – basic | $ | (0,0001 | ) | $ | 0.0014 | ||||||||
Earnings (loss) per share – diluted | $ | (0,0001 | ) | $ | 0.0014 | ||||||||
Since the company is suffering losses, the dilutive loss per share is equal to the basic loss per share for the three months ended March 31, 2015, because the convertible notes are anti-dilutive. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies [Abstract] | |||||
Commitments and Contingencies | 10. Commitments and Contingencies | ||||
Operating commitments: | |||||
Operating lease agreement generally contains renewal options that may be exercised at the Company's discretion after the completion of the terms. The Company's obligations under operating lease are as follows: | |||||
2015 | $ | 107,686 | |||
Thereafter | 188,450 | ||||
Total minimum payment | $ | 296,136 | |||
The Company incurred rental expenses of $23,600 and $39,489 for the three months ended March 31, 2015 and 2014, respectively. |
Concentrations_Risks_and_Uncer
Concentrations, Risks, and Uncertainties | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Concentrations, Risks, and Uncertainties [Abstract] | |||||||||||
Concentrations, Risks, and Uncertainties | 11. Concentrations, Risks, and Uncertainties | ||||||||||
Customer Concentrations | |||||||||||
The Company has the following concentrations of business with each customer constituting greater than 10% of the Company's gross sales: | |||||||||||
For The Three Months Ended | |||||||||||
March 31, | |||||||||||
2015 | 2014 | ||||||||||
Customer A | - | 99.98 | % | ||||||||
Customer B | - | - | |||||||||
Customer C | - | - | |||||||||
Customer D | - | - | |||||||||
* | |||||||||||
Constitutes less than 10% of the Company's gross sales. | |||||||||||
The Company has not experienced any significant difficulty in collecting its accounts receivable in the past and is not aware of any financial difficulties being experienced by its major customers. |
Operating_Risk
Operating Risk | 3 Months Ended |
Mar. 31, 2015 | |
Operating Risk [Abstract] | |
Operating Risk | 12. Operating Risk |
The Company's operations are all carried out in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC's economy. | |
The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. | |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events |
The Company has evaluated all other subsequent events through May 14, 2015, the date these consolidated financial statements were issued, and determined that there were no other subsequent events or transactions that require recognition or disclosures in the financial statements. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||
Basis of presentation | Basis of presentation | ||||||||||||
The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries at March 31, 2015 and for the three months ended March 31, 2015 and 2014 reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2014. The Company follows the same accounting policies in the preparation of interim reports. The Company's accounting policies used in the preparation of the accompanying financial statements conform to accounting principles generally accepted in the United States of America ("US GAAP") | |||||||||||||
The functional currency is the Chinese Renminbi, however the accompanying condensed consolidated financial statements have been translated and presented in United States Dollars ($). All significant inter-company balances and transactions have been eliminated in consolidation. | |||||||||||||
All dollars are rounded to nearest hundred except for share data. | |||||||||||||
Estimates | Use of estimates | ||||||||||||
In preparing financial statements in conformity with US GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported periods. Actual results could differ from those estimates. | |||||||||||||
Significant Estimates | |||||||||||||
These financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to depreciation of property, plant and equipment, the valuation allowance for deferred taxes. It is reasonably possible that the above-mentioned estimates and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods. | |||||||||||||
Variable Interest Entity | Variable Interest Entity | ||||||||||||
The accounts of CC Power have been consolidated with the accounts of the Company because CC Power is a variable interest entity with respect to CC Investment, which is a wholly-owned subsidiary of the Company. CC Investment entered into five agreements dated August 22, 2011 with CC Power Shareholder and with CC Power pursuant to which CC Investment provides CC Power with exclusive technology consulting and management services. In summary, the five agreements contain the following terms: | |||||||||||||
Entrusted Management Agreement. This agreement provides that CC Investment will provide exclusive management services to CC Power. Such management services include but are not limited to financial management, business management, marketing management, human resource management and internal control of CC Power. The Entrusted Management Agreement will remain in effect until the acquisition of all assets or equity of CC Power by CC Investment is complete (as more fully described in the Exclusive Purchase Option Agreement below). | |||||||||||||
Technical Services Agreement. This agreement provides that CC Investment will provide exclusive technical services to CC Power. Such technical services include but are not limited to software, computer system, data analysis, training and other technical services. CC Investment shall be entitled to charge CC Power service fees equivalent to CC Power's total net income. The Technical Service Agreement will remain in effect until the acquisition of all assets or equity of CC Power by CC Investment is complete (as more fully described in the Exclusive Purchase Option Agreement below). | |||||||||||||
Exclusive Purchase Option Agreement. Under the Exclusive Purchase Option Agreement, the CC Power Shareholder granted CC Investment an irrevocable and exclusive purchase option to acquire CC Power's equity and/or assets at a nominal consideration. CC Investment may exercise the purchase option at any time. | |||||||||||||
Loan Agreement. Under the Loan Agreement, CC Investment agreed to lend RMB 10,000,000 to the CC Power Shareholder, to be used solely for the operations of CC Power. | |||||||||||||
Equity Pledge Agreement. Under the Equity Pledge Agreement, the CC Power Shareholder pledged all of its equity interests in CC Power, including the proceeds thereof, to guarantee all of CC Investment's rights and benefits under the Entrusted Management Agreement, the Technical Service Agreement, the Exclusive Purchase Option Agreement and the Loan Agreement. Prior to termination of this Equity Pledge Agreement, the pledged equity interests cannot be transferred without CC Investment's prior consent. The CC Power Shareholder covenants to CC Investment that among other things, it will only appoint/elect the candidates for the directors of CC Power nominated by CC Investment. | |||||||||||||
In sum, the agreements transfer to CC Investment all of the benefits and all of the risk arising from the operations of CC Power, as well as complete managerial authority over the operations of CC Power. Through these contractual arrangements, the Company has the ability to substantially influence CC Power's daily operations and financial affairs, appoint its directors and senior executives, and approve all matters requiring board and/or shareholder approval. These contractual arrangements enable the Company to control CC Power and operate our business in the PRC through CC Investment. By reason of the relationship described in these agreements, CC Power is a variable interest entity with respect to CC Investment and CC Investment is considered the primary beneficiary of CC Power because the following characteristics identified in ASC 810-10-15-14 are present: | |||||||||||||
- | The holder of the equity investment in CC Power lacks the direct or indirect ability to make decisions about the entity's activities that have a significant effect on the success of CC Power, having assigned their voting rights and all managerial authority to CC Investment. (ASC 810-10-15-14(b)(1)). | ||||||||||||
- | The holder of the equity investment in CC Power lacks the obligation to absorb the expected losses of CC Power, having assigned to CC Investment all revenue and responsibility for all payables. (ASC 810-10-15-14(b)(2). | ||||||||||||
- | The holder of the equity investment in CC Power lacks the right to receive the expected residual returns of CC Power, having granted to CC Investment all revenue as well as an option to purchase the equity interests at a fixed price. (ASC 810-10-15-14(b)(3)). | ||||||||||||
Accordingly, the Company's condensed consolidated financial statements reflect the results of operations, assets and liabilities of CC Power. The carrying amount and classification of CC Power's assets and liabilities included in the Condensed Consolidated Balance Sheets are as follows: | |||||||||||||
March 31, | December 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Total current assets | $ | 361,608 | $ | 188,942 | |||||||||
Total assets | 421,881 | 236,166 | |||||||||||
Total current liabilities | 944,698 | 801,511 | |||||||||||
Total liabilities | 944,698 | 801,511 | |||||||||||
Jifu | |||||||||||||
The accounts of Jifu have been consolidated with the accounts of the Company because Jifu is a variable interest entity with respect to CC Investment, which is a wholly-owned subsidiary of the Company. CC Investment entered into five agreements dated May 7, 2013 with Jifu Shareholder and with Jifu pursuant to which CC Investment provides Jifu with exclusive technology consulting and management services. In summary, the five agreements contain the following terms: | |||||||||||||
Entrusted Management Agreement. Effective on May 7, 2013, CC Investment entered into an Entrusted Management Agreement with Jifu and the Jifu Shareholders, pursuant to which CC Investment agreed to provide, and Jifu agreed to accept, exclusive management services provided by CC Investment. Such management services include but are not limited to financial management, business management, marketing management, human resource management and internal control of Jifu. Jifu will pay a service fee to CC Investment on a quarterly basis, which fee will be a percentage of Jifu's total operational income. The Entrusted Management Agreement will remain in effect until the acquisition of all the assets or equity of Jifu by CC Investment. | |||||||||||||
Technical Services Agreement. Effective on May 7, 2013, CC Investment entered into a Technical Services Agreement with Jifu and the Jifu Shareholders, pursuant to which CC Investment agreed to provide, and Jifu agreed to accept, exclusive technical services provided by CC Investment. Such technical services include but are not limited to software services, computer systems services, data analysis, training and other technical services. Jifu will pay a service fee to CC Investment on a quarterly basis, which fee shall be a percentage of Jifu's total operational income. The Technical Service Agreement will remain in effect until the acquisition of all the assets or equity of Jifu by CC Investment. | |||||||||||||
Exclusive Purchase Option Agreement. Effective on May 7, 2013, CC Investment entered into an Exclusive Purchase Option Agreement with Jifu and the Jifu Shareholders, pursuant to which the Jifu Shareholders granted CC Investment an irrevocable and exclusive purchase option to acquire all of Jifu's equity and/or assets at a nominal consideration. CC Investment may exercise the purchase option at any time. Until CC Investment has exercised its purchase option, Jifu is required to conduct its business in accordance with certain covenants as further described in the Exclusive Purchase Option Agreement. | |||||||||||||
Loan Agreement | |||||||||||||
Effective on May 7, 2013, CC Investment entered into a Loan Agreement with the Jifu Shareholders, pursuant to which CC Investment agreed to lend RMB 3,000,000 to the Jifu Shareholders, to be used solely for the operations of Jifu. The loan is interest free, unless the deemed value of the consideration for the equity purchase of Jifu or asset purchase of Jifu under the Exclusive Purchase Option Agreement is higher than the principal amount of the loan, in which case the excess will be deemed to be interest on the loan. | |||||||||||||
Equity Pledge Agreement | |||||||||||||
Effective on May 7, 2013, CC Investment entered into an Equity Pledge Agreement with Jifu and the Jifu Shareholders, pursuant to which the Jifu Shareholders pledged all of their equity interests in Jifu, including the proceeds thereof, to guarantee all of CC Investment's rights and benefits under the Entrusted Management Agreement, the Technical Service Agreement, the Exclusive Purchase Option Agreement and the Loan Agreement. Prior to termination of the Equity Pledge Agreement, the pledged equity interests cannot be transferred without CC Investment's prior consent. The Jifu Shareholders covenant to CC Investment that among other things, they will only appoint/elect candidates for the board of directors of Jifu and supervisor office of Jifu that were nominated by CC Investment. | |||||||||||||
In sum, the agreements transfer to CC Investment all of the benefits and all of the risk arising from the operations of Jifu, as well as complete managerial authority over the operations of Jifu. Through these contractual arrangements, the Company has the ability to substantially influence Jifu's daily operations and financial affairs, appoint its directors and senior executives, and approve all matters requiring board and/or shareholder approval. These contractual arrangements enable the Company to control Jifu and operate our business in the PRC through CC Investment. By reason of the relationship described in these agreements, Jifu is a variable interest entity with respect to CC Investment and CC Investment is considered the primary beneficiary of Jifu because the following characteristics identified in ASC 810-10-15-14 are present: | |||||||||||||
The holder of the equity investment in Jifu lacks the direct or indirect ability to make decisions about the entity's activities that have a significant effect on the success of Jifu, having assigned their voting rights and all managerial authority to CC Investment. (ASC 810-10-15-14(b)(1)). | |||||||||||||
The holder of the equity investment in Jifu lacks the obligation to absorb the expected losses of Jifu, having assigned to CC Investment all revenue and responsibility for all payables. (ASC 810-10-15-14(b)(2). | |||||||||||||
The holder of the equity investment in Jifu lacks the right to receive the expected residual returns of Jifu, having granted to CC Investment all revenue as well as an option to purchase the equity interests at a fixed price. (ASC 810-10-15-14(b)(3)). | |||||||||||||
On October 1, 2014, we entered into a Settlement Agreement, Waiver and Mutual Release with Jifu. Pursuant to the Release, the parties cancelled the Stock Purchase Agreement. We have completely transferred back the ownership of shares of Jifu to Jifu Shareholders without any further disputation and mutual accountability. In exchange, we have agreed to deliver 1,000,000 newly issued shares of our common stock to Jifu Shareholders. | |||||||||||||
Revenue recognition | Revenue recognition | ||||||||||||
Our source of revenues is from internet accelerator software, which includes new software license revenues and software plus hardware and maintenance arrangements, and the source of revenue of Jifu is from developing and distributing optical transmitters and receivers, electronic surveillance equipment, and other communications equipment; and trading of electronic products, network products, and communications equipment. We also engage in software research and development, GPS system development and website development projects along with maintenance arrangements. | |||||||||||||
We evaluate revenue recognition based on the criteria set forth in FASB ASC 985-605, Software: Revenue Recognition and Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements, as revised by SAB No. 104, Revenue Recognition. | |||||||||||||
Revenue Recognition for Software Products (Software Elements) | |||||||||||||
New software license revenues represent fees earned from granting customers licenses to download our software products that aim at improving the internet connection speed of the mobile phone, computers or servers. The basis for software license revenue recognition is substantially governed by the accounting guidance contained in ASC 985-605, Software-Revenue Recognition. For software license that do not require significant modification or customization of the underlying software, we recognize new software license revenues when: (1) we enter into a legally binding arrangement with a customer for the license of software; (2) we deliver the products; (3) the sale price is fixed or determinable and free of contingencies or significant uncertainties; and (4) collection is probable. Revenues that are not recognized at the time of sale because the foregoing conditions are not met are recognized when those conditions are subsequently met. | |||||||||||||
Our software license arrangements do not include acceptance provisions, software license updates or product support contracts. | |||||||||||||
Revenue Recognition for Multiple-Element Arrangements - Software Products and Software Related Services(Software Arrangements) | |||||||||||||
We enter into arrangements with customers that purchase software related products that include one to three year product support service and a short training session (referred to as software related multiple-element arrangements). Such software related multiple-element arrangements include the sale of our software products, and product support contracts whereby software license delivery is followed by the subsequent delivery of the other elements. Our software license arrangements include acceptance provisions. We recognize revenue upon the receipt of written customer acceptance. The vast majority of our software license arrangements include software license updates and product support contracts. Software license updates provide customers with rights to unspecified software product upgrades during the term of the support period. Product support includes telephone access to technical support personnel or on-site support. For those software related multiple-element arrangements, we recognized revenue pursuant to ASC 985-605. Since we are unable to determine the fair value of the selling price for the undelivered elements in a multiple-element arrangement, which is the product support service and training, the entire arrangement consideration is deferred and is recognized ratably over the term of the arrangement, typically one year to three years. | |||||||||||||
Revenue Recognition for Multiple-Element Arrangements - Arrangements with Software and Hardware Elements | |||||||||||||
We also enter into multiple-element arrangements that may include a combination of our software installed in the hardware products we purchased from third parties and service offerings including purchased hardware , new software licenses, installation of the software in the hardware and one to three years product support. We adopted Accounting Standards Update (“ASU”) 2009-13, Revenue Recognition (Topic 605) : Multiple-Deliverable Revenue Arrangements . This guidance modifies the fair value requirements of FASB ASC subtopic 605-25, Revenue Recognition-Multiple Element Arrangements , by allowing the use of the “best estimate of selling price” in addition to vendor-specific objective evidence and third-party evidence for determining the selling price of a deliverable for non-software arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence, (b) third-party evidence, or (c) estimated selling price. In addition, the residual method of allocating arrangement consideration is no longer permitted. In such arrangements, we first allocate the total arrangement consideration based on the relative selling prices of the software group of elements as a whole and to the hardware elements. We recognize the hardware element considerations upon delivery of the hardware. The consideration allocated to the software group which includes the software element and the product support is recognized in according to the software arrangements policy as described above. | |||||||||||||
Revenue Recognition for Lottery Revenue | |||||||||||||
Commission income is recognized when the lottery ticket is sold through its online system. Other service income is recognized when the service is provided. | |||||||||||||
Cost of Revenue | Cost of Revenue | ||||||||||||
Cost of revenue primarily consists of direct costs of products, direct labor of technical staff, depreciation of computer equipment, and overhead associated with the technical department. | |||||||||||||
Economic and political risks | Economic and political risks | ||||||||||||
The Company's operations are mainly conducted in the PRC. Accordingly, the Company's business, financial condition and results of operations in the PRC may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC. | |||||||||||||
The Company's major operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in government administration, governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. | |||||||||||||
Credit risk | Credit risk | ||||||||||||
The Company may be exposed to credit risk from its cash and fixed deposits at bank. No allowance has been made for estimated irrecoverable amounts determined by reference to past default experience and the current economic environment. | |||||||||||||
Property and equipment | Property and equipment | ||||||||||||
Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows: | |||||||||||||
Equipment | 5 years | ||||||||||||
Office equipment | 5 years | ||||||||||||
Leasehold improvements | Over the lease terms | ||||||||||||
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized. | |||||||||||||
Accounting for the impairment of long-lived assets | Accounting for the impairment of long-lived assets | ||||||||||||
Impairment of Long-Lived Assets is evaluated for impairment at a minimum on an annual basis whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10 “Impairments of Long-Lived Assets”. An asset is considered impaired if its carrying amount exceeds the future net cash flow the asset is expected to generate. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair market value. The recoverability of long-lived assets is assessed by determining whether the unamortized balances can be recovered through undiscounted future net cash flows of the related assets. The amount of impairment, if any, is measured based on projected discounted future net cash flows using a discount rate reflecting the Company's average cost of capital. | |||||||||||||
Inventories | Inventories | ||||||||||||
Inventories are stated at the lower of cost or market value. Substantially all inventory costs are determined using the weighted average basis. The management regularly evaluates the composition of its inventory to identify slow-moving and obsolete inventories to determine if additional write-downs are required. | |||||||||||||
Accounts receivable | Accounts receivable | ||||||||||||
Accounts receivable consists of amounts due from customers. An allowance for doubtful accounts is established and determined based on management's assessment of known requirements, aging of receivables, payment history, the customer's current credit worthiness and the economic environment. As of March 31, 2015 and 2014, no allowance for doubtful accounts was deemed necessary based on management's assessment. | |||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||
FASB accounting standards require disclosing fair value to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. | |||||||||||||
For certain financial instruments, including cash, accounts payable, accruals and other payables, the carrying amounts approximate fair value because of the near term maturities of such obligations. | |||||||||||||
Patents | Patents | ||||||||||||
The Company has three patents as listed in the table below relating to its internet accelerator software products. Fees related to registering these patents were insignificant and have been expensed as incurred. | |||||||||||||
Patent | Register Number | Issued By | |||||||||||
Mach5 Internet Acceleration Software V.6.0 | 2007SR09253 | National Copyright Administration of PRC | |||||||||||
Mach5 Enterprise Acceleration Software V.3.3 | 2009SR058767 | National Copyright Administration of PRC | |||||||||||
Mach5 Web Browser Software | 2010SR001089 | National Copyright Administration of PRC | |||||||||||
Research and development and Software Development Costs | Research and development and Software Development Costs | ||||||||||||
All research and development costs are expensed as incurred. Software development costs eligible for capitalization under ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed, were not material to our consolidated financial statements for the three months ended March 31, 2015 and 2014. Research and development expenses amounted to $36,480 and $146,344 for the three months ended March 31, 2015 and 2014, respectively, and were included in general and administrative expense. | |||||||||||||
Comprehensive income | Comprehensive income | ||||||||||||
Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. For the Company, comprehensive income for the periods presented includes net income and foreign currency translation adjustments. | |||||||||||||
Income taxes | Income taxes | ||||||||||||
Income taxes are provided on an asset and liability approach for financial accounting and reporting of income taxes. Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred income tax liabilities or assets are recorded to reflect the tax consequences in future differences between the tax basis of assets and liabilities and the financial reporting amounts at each year end. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. | |||||||||||||
Foreign currency translation | Foreign currency translation | ||||||||||||
Assets and liabilities of the Company's subsidiaries with a functional currency other than US$ are translated into US$ using period end exchange rates. Income and expense items are translated at the average exchange rates in effect during the period. Foreign currency translation differences are included as a component of Accumulated Other Comprehensive Income in Shareholders' Equity. | |||||||||||||
The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the financial statements were as follows: | |||||||||||||
31-Mar-15 | |||||||||||||
Balance sheet | RMB 6.1091 to US $1.00 | ||||||||||||
Statement of income and other comprehensive income | RMB 6.1358 to US $1.00 | ||||||||||||
31-Mar-14 | |||||||||||||
Balance sheet | RMB 6.1619 to US $1.00 | ||||||||||||
Statement of income and other comprehensive income | RMB 6.1156 to US $1.00 | ||||||||||||
31-Dec-14 | |||||||||||||
Balance sheet | RMB 6.1384 to US $1.00 | ||||||||||||
Statement of income and other comprehensive income | RMB 6.1438 to US $1.00 | ||||||||||||
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation. | |||||||||||||
Post-retirement and post-employment benefits | Post-retirement and post-employment benefits | ||||||||||||
The Company contributes to a state pension plan in respect of its PRC employees. Other than the state pension plan, the Company does not provide any other post-retirement or post-employment benefits. | |||||||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||||||||||||
The FASB has issued an Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). | |||||||||||||
The ASU focuses on the consolidation evaluation for reporting organizations (public and private companies and not-for-profit organizations) that are required to evaluate whether they should consolidate certain legal entities. | |||||||||||||
In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification™ and improves current GAAP by: | |||||||||||||
-Placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate a legal entity in certain circumstances based solely on its fee arrangement, when certain criteria are met. | |||||||||||||
-Reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE). | |||||||||||||
-Changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs. | |||||||||||||
The ASU will be effective for periods beginning after December 15, 2015, for public companies. For private companies and not-for-profit organizations, the ASU will be effective for annual periods beginning after December 15, 2016; and for interim periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. | |||||||||||||
The FASB has issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. | |||||||||||||
For public business entities, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. | |||||||||||||
Early adoption of the amendments is permitted for financial statements that have not been previously issued. | |||||||||||||
The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). | |||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Summary of the Useful Life of Property, Plant and Equipment | |||||||||||||
Equipment | 5 years | ||||||||||||
Office equipment | 5 years | ||||||||||||
Leasehold improvements | Over the lease terms | ||||||||||||
Schedule of Foreign Currency Exchange Rates | The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the financial statements were as follows: | ||||||||||||
31-Mar-15 | |||||||||||||
Balance sheet | RMB 6.1091 to US $1.00 | ||||||||||||
Statement of income and other comprehensive income | RMB 6.1358 to US $1.00 | ||||||||||||
31-Mar-14 | |||||||||||||
Balance sheet | RMB 6.1619 to US $1.00 | ||||||||||||
Statement of income and other comprehensive income | RMB 6.1156 to US $1.00 | ||||||||||||
31-Dec-14 | |||||||||||||
Balance sheet | RMB 6.1384 to US $1.00 | ||||||||||||
Statement of income and other comprehensive income | RMB 6.1438 to US $1.00 | ||||||||||||
CC Power [Member] | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Schedule of Variable Interest Entity | |||||||||||||
March 31, | December 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Total current assets | $ | 361,608 | $ | 188,942 | |||||||||
Total assets | 421,881 | 236,166 | |||||||||||
Total current liabilities | 944,698 | 801,511 | |||||||||||
Total liabilities | 944,698 | 801,511 |
Property_and_Equipment_net_Tab
Property and Equipment, net (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Property and Equipment, net [Abstract] | |||||||||||||
Schedule of property and equipment, net | Property, plant and equipment, net consist of the following: | ||||||||||||
March 31, | December 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Equipment | $ | 107,860 | $ | 120,287 | |||||||||
Office equipment | 47,961 | 39,633 | |||||||||||
Leasehold improvements | - | 8,634 | |||||||||||
Exchange rate difference | (794 | ) | - | ||||||||||
155,027 | 168,554 | ||||||||||||
Less: Accumulated depreciation | (102,098 | ) | (119,328 | ) | |||||||||
Property and equipment, net | $ | 52,929 | $ | 49,226 |
Deferred_Revenue_Tables
Deferred Revenue (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Deferred Revenue [Abstract] | |||||||||||||
Schedule of Deferred Revenue | Deferred revenue included on the balance sheets as of March 31, 2015 and December 31, 2014 is as follow: | ||||||||||||
March 31, | December 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Deferred revenue: | |||||||||||||
Current | $ | 19,227 | $ | 19,135 | |||||||||
Non-current | - | - | |||||||||||
Total | $ | 19,227 | $ | 19,135 | |||||||||
Summary of Deferred Revenue | The table below sets forth the deferred revenue activities during the three months ended March 31, 2015 and 2014: | ||||||||||||
For the three months ended March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Deferred revenue, balance at beginning of period | $ | 19,135 | $ | 19,223 | |||||||||
Less: government grant earned during the three months | - | - | |||||||||||
Less: Revenue earned during the three months | - | - | |||||||||||
Exchange rate difference | 92 | (161 | ) | ||||||||||
Deferred revenue, balance at end of period | $ | 19,227 | $ | 19,062 |
Convertible_Promissory_Notes_T
Convertible Promissory Notes (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Convertible Promissory Notes | Outstanding balances for the four convertible promissory notes as of March 31, 2015 and December 31, 2014 are as follow: | |||||||||||||||||||||||||||||||||||||||||||||||||
Loan | Interest | Convertible | March | December | ||||||||||||||||||||||||||||||||||||||||||||||
Rate | Number of | 31, | 31, | |||||||||||||||||||||||||||||||||||||||||||||||
Lender | Date of Note | Maturity Date | Amount | (p.a.) | stock | 2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
Vantage Associates SA | 15-Apr-11 | 15-Apr-16 | $ | 150,000 | 5 | % | 600,000 | $ | 150,000 | $ | 150,000 | |||||||||||||||||||||||||||||||||||||||
Empa Trading Ltd. | 5-Jun-11 | 5-Jun-16 | 100,000 | 5 | % | 400,000 | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||
First Capital A.G. | 14-Jul-11 | 14-Jul-16 | 150,000 | 5 | % | 600,000 | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||||||
First Capital A.G. | 9-Sep-11 | 9-Sep-16 | 200,000 | 5 | % | 800,000 | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||
Vantage Associates SA | 9-Sep-11 | 9-Sep-16 | 200,000 | 5 | % | 800,000 | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||
Vantage Associates SA | 27-Oct-11 | 27-Oct-16 | 50,000 | 5 | % | 200,000 | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
First Capital A.G. | 1-Dec-11 | 1-Dec-16 | 50,000 | 5 | % | 200,000 | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
First Capital A.G. | 23-Jan-12 | 23-Jan-17 | 50 000 | 5 | % | 200,000 | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Magna Equities II, LLC (f/k/a Hanover | 30-May-14 | 30-May-16 | 150,000 | 8 | % | 10,632,951 | 150,000 | 350,000 | ||||||||||||||||||||||||||||||||||||||||||
Holdings I, LLC) | ||||||||||||||||||||||||||||||||||||||||||||||||||
KBM Worldwide, Inc. | 14-Aug-14 | 21-Aug-15 | 70,000 | 8 | % | 4,319,104 | 70,000 | 110,000 | ||||||||||||||||||||||||||||||||||||||||||
KBM Worldwide, Inc. | 17-Nov-14 | 17-Nov-15 | 61,000 | 8 | % | 3,763,791 | 61,000 | 61,000 | ||||||||||||||||||||||||||||||||||||||||||
$ | $ | 1,231,000 | $ | 1,471,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount from beneficial | 147,334 | 447,983 | ||||||||||||||||||||||||||||||||||||||||||||||||
conversion feature | ||||||||||||||||||||||||||||||||||||||||||||||||||
1,083,666 | 1,023,017 | |||||||||||||||||||||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Current portion | 66,625 | 48,875 | ||||||||||||||||||||||||||||||||||||||||||||||||
Non-current portion | $ | 1,017,041 | $ | 974,142 | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Assets and Liabilities Measured on a Recurring Basis | The following table sets forth, by level within the fair value hierarchy, the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2015: | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements at March 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Quoted Prices In | Significant Other | Significant | Total Carrying | |||||||||||||||||||||||||||||||||||||||||||||||
Active Markets for | Unobservable | |||||||||||||||||||||||||||||||||||||||||||||||||
Identical Assets | Observable Inputs | Inputs | Value as of | |||||||||||||||||||||||||||||||||||||||||||||||
Descriptions | (Level 1) | (Level 2) | (Level 3) | 31-Mar-15 | ||||||||||||||||||||||||||||||||||||||||||||||
Derivative warrant instruments | - | - | 439,321 | 439,321 | ||||||||||||||||||||||||||||||||||||||||||||||
Total | - | - | 439,321 | 439,321 | ||||||||||||||||||||||||||||||||||||||||||||||
Income_Tax_Tables
Income Tax (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Income Tax [Abstract] | |||||||||||||
Schedule of Deferred Income Taxes | March 31, | December 31, | |||||||||||
2015 | 2014 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating (profit)/losses - U.S. | $ | (85,838 | ) | $ | 2,319,834 | ||||||||
Net operating losses - PRC and Hong Kong | 117,236 | 276,836 | |||||||||||
Deferred revenue | - | - | |||||||||||
31,398 | 2,596,670 | ||||||||||||
Valuation allowance | (31,398 | ) | (2,596,670 | ) | |||||||||
Deferred tax assets, net | $ | - | $ | - |
Earnings_loss_per_share_Tables
Earnings (loss) per share (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Earnings (loss) per share [Abstract] | |||||||||||||
Schedule of Earnings (Loss) per Share | For The Three Months Ended | ||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Net income (loss) available for common shareholders – basic | $ | (31,398 | ) | $ | 98,976 | ||||||||
Interest expense on convertible notes | 10,000 | 13,125 | |||||||||||
Net income (loss) available for common shareholders - diluted | $ | (21,398 | ) | $ | 112,101 | ||||||||
Weighted average outstanding shares of common stock – basic | 223,132,358 | 73,127,686 | |||||||||||
Dilutive shares: | |||||||||||||
Conversion of convertible notes payable | - | 4,517,283 | |||||||||||
Weighted average outstanding shares of common stock – diluted | 223,132,358 | 77,644,969 | |||||||||||
Earnings (loss) per share – basic | $ | (0,0001 | ) | $ | 0.0014 | ||||||||
Earnings (loss) per share – diluted | $ | (0,0001 | ) | $ | 0.0014 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies [Abstract] | |||||
Schedule of Future Minimum Payments | 2015 | $ | 107,686 | ||
Thereafter | 188,450 | ||||
Total minimum payment | $ | 296,136 |
Concentrations_Risks_and_Uncer1
Concentrations, Risks, and Uncertainties (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Concentrations, Risks, and Uncertainties [Abstract] | |||||||||||
Schedule of Revenue Concentration | For The Three Months Ended | ||||||||||
March 31, | |||||||||||
2015 | 2014 | ||||||||||
Customer A | - | 99.98 | % | ||||||||
Customer B | - | - | |||||||||
Customer C | - | - | |||||||||
Customer D | - | - | |||||||||
* | |||||||||||
Constitutes less than 10% of the Company's gross sales. |
Organization_and_Nature_of_Bus1
Organization and Nature of Business (Details) | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 01, 2011 | Aug. 30, 2011 | Dec. 31, 2011 | Aug. 30, 2011 | Mar. 31, 2015 | Dec. 31, 2013 | Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Oct. 01, 2014 | Aug. 30, 2011 | Aug. 11, 2011 | Aug. 30, 2011 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2013 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2011 | Mar. 31, 2015 | Mar. 31, 2015 |
USD ($) | USD ($) | CC Mobility [Member] | CC Mobility [Member] | CC Power and Jifu [Member] | CC Power and Jifu [Member] | Xianjiang Silvercreek Digital Technology Co., Ltd. [Member] | Xianjiang Silvercreek Digital Technology Co., Ltd. [Member] | Xianjiang Silvercreek Digital Technology Co., Ltd. [Member] | Xianjiang Silvercreek Digital Technology Co., Ltd. [Member] | Xianjiang Silvercreek Digital Technology Co., Ltd. [Member] | Xianjiang Silvercreek Digital Technology Co., Ltd. [Member] | Jifu [Member] | Paez [Member] | Paez [Member] | Brodeth [Member] | CC Mobility [Member] | CC Mobility [Member] | CC Mobility [Member] | CC Investment [Member] | CC Investment [Member] | CC Power [Member] | CC Power [Member] | CC Power [Member] | CC Power [Member] | CC Power [Member] | CC Power [Member] | Jifu [Member] | |||
USD ($) | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | HKD | CC Wireless Limited [Member] | Sheen Ventures Limited [Member] | USD ($) | USD ($) | USD ($) | CNY | USD ($) | CNY | Mr. Ryan Ge [Member] | Ms. Xili Wang [Member] | CNY | ||||||||||||
Contingent Consideration For Revenue Target 1 [Member] | Contingent Consideration For Revenue Target 2 [Member] | Contingent Consideration For Revenue Target 3 [Member] | Contingent Consideration For Government Licensing [Member] | Contingent Consideration For Other Targets [Member] | ||||||||||||||||||||||||||
CNY | CNY | CNY | ||||||||||||||||||||||||||||
Organization [Line Items] | ||||||||||||||||||||||||||||||
Common stock, shares issued | 234,682,756 | 207,414,781 | 60,000,000 | 29,700,000 | 560 | 440 | ||||||||||||||||||||||||
Shares cancelled | 7,350,000 | 17,700,000 | 22,950,000 | |||||||||||||||||||||||||||
Common Stock, shares outstanding | 234,682,756 | 207,414,781 | 60,000,000 | 29,700,000 | ||||||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 10,000 | |||||||||||||||||||||||||||
Registered capital | 1,000 | $2,000,000 | $1,547,000 | 10,000,000 | 3,000,000 | |||||||||||||||||||||||||
Contributed capital | 400,000 | 346,000 | 2,526,000 | |||||||||||||||||||||||||||
Common stock, par value per share | $0.00 | $0.00 | 1 | |||||||||||||||||||||||||||
Ownership percentage, parent | 100.00% | |||||||||||||||||||||||||||||
Percentage of ownership interest by minority shareholders | 5.00% | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Shares issued in acquisition agreement | 30,300,000 | 27,000,000 | 80,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 40,000,000 | 10,000,000 | ||||||||||||||||||||||
New shares issued as part of an acquisition agreement | 3,000,000 | |||||||||||||||||||||||||||||
Equity interest acquired | 100.00% | |||||||||||||||||||||||||||||
Equity interest sold | 50.50% | |||||||||||||||||||||||||||||
Net revenue requirement | 4,000,000 | |||||||||||||||||||||||||||||
Target monthly online lottery revenue | 10,000 | 3,000,000 | 20,000,000 | |||||||||||||||||||||||||||
New shares issued as part of a disposal agreement | 1,000,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Variable Interest Entity) (Details) | Mar. 31, 2015 | Dec. 31, 2014 | Oct. 01, 2014 | Dec. 31, 2011 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
USD ($) | USD ($) | Jifu [Member] | CC Power [Member] | CC Power [Member] | CC Power [Member] | Jifu [Member] | |
CNY | USD ($) | USD ($) | CNY | ||||
Variable Interest Entity [Line Items] | |||||||
Total current assets | $448,576 | $295,541 | $361,608 | $188,942 | |||
Total assets | 501,505 | 344,767 | 421,881 | 236,166 | |||
Total current liabilities | 1,348,999 | 1,286,552 | 944,698 | 801,511 | |||
Total liabilities | 2,706,466 | 2,591,120 | 944,698 | 801,511 | |||
Loan agreement | 10,000,000 | 3,000,000 | |||||
New shares issued as part of a disposal agreement | 1,000,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Property and Equipment) (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | Over the lease terms |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Research and Development and Software Development Costs) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ||
Research and development | $36,480 | $146,344 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Foreign Currency Translation) (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
CNY | CNY | CNY | |
Summary of Significant Accounting Policies [Abstract] | |||
Balance sheet exchange rates used to translate amounts in RMB into USD | 6.1091 | 6.1619 | 6.1384 |
Statement of income and other comprehensive income exchange rates used to translate amounts in RMB into USD | 6.1358 | 6.1156 | 6.1438 |
Property_and_Equipment_net_Det
Property and Equipment, net (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $155,027 | $168,554 | |
Depreciation expense | 5,706 | 5,744 | |
Less: Accumulated depreciation | -102,098 | -119,328 | |
Property and equipment, net | 52,929 | 49,226 | |
Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Exchange rate difference | -794 | ||
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 107,860 | 120,287 | |
Office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 47,961 | 39,633 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $8,634 |
Deferred_Revenue_Schedule_of_D
Deferred Revenue (Schedule of Deferred Revenue) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Deferred Revenue [Abstract] | ||||
Current | $19,227 | $19,135 | ||
Non-current | ||||
Total | $19,227 | $19,135 | $19,062 | $19,223 |
Deferred_Revenue_Summary_of_De
Deferred Revenue (Summary of Deferred Revenue) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, balance at beginning of period | $19,135 | $19,223 |
Exchange rate difference | 92 | -161 |
Deferred revenue, balance at end of period | 19,227 | 19,062 |
Government Research And Development Arrangements [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue earned during the three months | ||
Multiple Element Arrangements [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue earned during the three months |
Convertible_Promissory_Notes_S
Convertible Promissory Notes (Schedule of Convertible Promissory Notes) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Convertible debt | $1,231,000 | $1,471,000 |
Less: Debt discount from beneficial conversion feature | 147,334 | 447,983 |
Convertible debt, net of discount | 1,083,666 | 1,023,017 |
Less: Current portion | 66,625 | 48,875 |
Non-current portion | 1,017,041 | 974,142 |
Vantage Associates SA Note One [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Date of Note | 15-Apr-11 | |
Maturity Date | 15-Apr-16 | |
Loan Amount | 150,000 | |
Interest Rate (p.a.) | 5.00% | |
Convertible Number of stock | 600,000 | |
Convertible debt | 150,000 | 150,000 |
Empa Trading Ltd. [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Date of Note | 5-Jun-11 | |
Maturity Date | 5-Jun-16 | |
Loan Amount | 100,000 | |
Interest Rate (p.a.) | 5.00% | |
Convertible Number of stock | 400,000 | |
Convertible debt | 100,000 | 100,000 |
First Capital A.G. Note One [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Date of Note | 14-Jul-11 | |
Maturity Date | 14-Jul-16 | |
Loan Amount | 150,000 | |
Interest Rate (p.a.) | 5.00% | |
Convertible Number of stock | 600,000 | |
Convertible debt | 150,000 | 150,000 |
First Capital A.G. Note Two [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Date of Note | 9-Sep-11 | |
Maturity Date | 9-Sep-16 | |
Loan Amount | 200,000 | |
Interest Rate (p.a.) | 5.00% | |
Convertible Number of stock | 800,000 | |
Convertible debt | 200,000 | 200,000 |
Vantage Associates SA Note Two [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Date of Note | 9-Sep-11 | |
Maturity Date | 9-Sep-16 | |
Loan Amount | 200,000 | |
Interest Rate (p.a.) | 5.00% | |
Convertible Number of stock | 800,000 | |
Convertible debt | 200,000 | 200,000 |
Vantage Associates SA Note Three [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Date of Note | 27-Oct-11 | |
Maturity Date | 27-Oct-16 | |
Loan Amount | 50,000 | |
Interest Rate (p.a.) | 5.00% | |
Convertible Number of stock | 200,000 | |
Convertible debt | 50,000 | 50,000 |
First Capital A.G. Note Three [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Date of Note | 1-Dec-11 | |
Maturity Date | 1-Dec-16 | |
Loan Amount | 50,000 | |
Interest Rate (p.a.) | 5.00% | |
Convertible Number of stock | 200,000 | |
Convertible debt | 50,000 | 50,000 |
First Capital A.G. Note Four [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Date of Note | 23-Jan-12 | |
Maturity Date | 23-Jan-17 | |
Loan Amount | 50,000 | |
Interest Rate (p.a.) | 5.00% | |
Convertible Number of stock | 200,000 | |
Convertible debt | 50,000 | 50,000 |
Magna Equities II, LLC (f/k/a Hanover Holdings I, LLC) [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Date of Note | 30-May-14 | |
Maturity Date | 30-May-16 | |
Loan Amount | 150,000 | 350,000 |
Interest Rate (p.a.) | 8.00% | |
Convertible Number of stock | 10,632,951 | |
Convertible debt | 150,000 | 350,000 |
KBM Worldwide, Inc. Note One [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Date of Note | 14-Aug-14 | |
Maturity Date | 21-Aug-15 | |
Loan Amount | 70,000 | 110,000 |
Interest Rate (p.a.) | 8.00% | |
Convertible Number of stock | 4,319,104 | |
Convertible debt | 70,000 | 110,000 |
KBM Worldwide, Inc. Note Two [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Date of Note | 17-Nov-14 | |
Maturity Date | 17-Nov-15 | |
Loan Amount | 61,000 | |
Interest Rate (p.a.) | 8.00% | |
Convertible Number of stock | 3,763,791 | |
Convertible debt | $61,000 | $61,000 |
Convertible_Promissory_Notes_S1
Convertible Promissory Notes (Schedule of Assets and Liabilities Measured on a Recurring Basis) (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | $439,321 |
Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | 439,321 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | |
Significant Other Observable Inputs (Level 2) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | |
Significant Other Observable Inputs (Level 2) [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | |
Significant Unobservable Inputs (Level 3) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | 439,321 |
Significant Unobservable Inputs (Level 3) [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, fair value disclosure | $439,321 |
Convertible_Promissory_Notes_N
Convertible Promissory Notes (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Amortisation of debt discount | $133,982 | $75,437 | |
Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | 10,000 | 13,125 | |
Amortisation of debt discount | 133,982 | 75,437 | |
Debt conversion, price per share | $0.50 | ||
Fair market value of conversion feature | 439,321 | 693,303 | |
Expected dividend yield | 0.00% | ||
Expected volatility | 246.80% | ||
Convertible Debt [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Term in year | 6 months | ||
Risk free interest rate | 0.14% | ||
Convertible Debt [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Term in year | 2 years | ||
Risk free interest rate | 0.26% | ||
Convertible Debt [Member] | Expires Two Years From Date Of Exchange [Member] | |||
Debt Instrument [Line Items] | |||
Warrant exercise price | $1 | ||
Convertible Debt [Member] | Expires Three Years From Date Of Exchange [Member] | |||
Debt Instrument [Line Items] | |||
Warrant exercise price | $1.50 | ||
Convertible Debt [Member] | Magna Equities II, LLC (f/k/a Hanover Holdings I, LLC) [Member] | |||
Debt Instrument [Line Items] | |||
Loan Amount | 150,000 | 350,000 | |
Number of shares covered by warrant | 3,716,091 | ||
Fair Value Inputs, Discount Rate | 28.57% | ||
Warrant exercise price | $250,000 | ||
Extinguishment feature | $40,000 of the outstanding principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) shall be automatically extinguished (without any cash payment by us) if (i) we have properly filed a registration statement with the Securities and Exchange Commission, or SEC, on or prior to July 14, 2014, or the Filing Deadline, covering the resale by Hanover of the shares of common Stock issued or issuable upon conversion of the Convertible Note and (ii) no event of default or an event that with the passage of time or giving of notice would constitute an event of default has occurred on or prior to such date. Moreover, $60,000 of the outstanding principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) shall be automatically extinguished (without any cash payment by us) if (i) the registration statement has been declared effective by the SEC on or prior to the earlier of (i) the 120th calendar day after the Closing Date and (ii) the fifth business day after the date we are notified by the SEC that such registration statement will not be reviewed or will not be subject to further review (the “Effectiveness Deadline”), and the prospectus contained therein is available for use by Hanover for the resale by Hanover of the shares of common stock issued or issuable upon conversion of the Convertible Note and (ii) no event of default or an event that with the passage of time or giving of notice would constitute an event of default has occurred on or prior to such date. | ||
Interest rate | 8.00% | ||
Terms of conversion feature | The Convertible Note matures on May 30, 2016 (subject to extension as provided in the Convertible Note) and, in addition to the approximately 28.57% original issue discount, accrues interest at the rate of 8.0% per annum. The Convertible Note is convertible at any time, in whole or in part, at Hanover's option into shares of our common stock, par value $0.001 per share at a conversion price equal to the lesser of (i) the product of (x) the arithmetic average of the lowest three (3) trade prices of our common stock during the 10 consecutive trading days ending and including the trading day immediately preceding the applicable conversion date and (y) 65%, and (ii) $0.12 (as adjusted for stock splits, stock dividends, stock combinations or other similar transactions). The Warrant entitles Hanover to purchase up to 3,716,091 shares of our common stock (the “Share Amount”) at any time for a period of one year from the Closing Date at an exercise price equal to the lesser of (i) the product of (x) the arithmetic average of the lowest three (3) VWAPs of the common stock during preceding ten (10) consecutive trading days and (y) sixty-five percent (65%), and (B) $0.12 (as adjusted for any stock split, stock dividend, stock combination or other similar transaction) (the “Exercise Price”). The Warrant may only be exercised for cash and we have the right to accept or decline any exercise of the Warrant by Hanover. If at any time the Share Amount is less than the quotient of $150,000 and the Exercise Price (the “Required Share Amount”), then the number of shares issuable upon exercise of the warrant shall automatically be increased by such number of shares equal to the difference of the Required Share Amount less the Share Amount. | ||
Terms of conversion and exercise | At no time will Hanover be entitled to convert any portion of the Convertible Note or exercise any portion of the Warrant to the extent that after such conversion or exercise, Hanover (together with its affiliates) would beneficially own more than 4.99% of the outstanding shares of our common stock as of such date (the “Maximum Percentage”). The Maximum Percentage may be raised to any other percentage not in excess of 9.99% at the option of Hanover upon at least 61 days' prior notice to us, or lowered to any other percentage, at the option of Hanover, at any time. | ||
Terms of redemption feature | The Convertible Note includes customary event of default provisions. Upon the occurrence of an event of default, Hanover may require us to pay in cash the greater of (i) the product of (A) the amount to be redeemed multiplied by (B) 135% (or 100% if an insolvency related event of default) and (ii) the product of (X) the conversion price in effect at that time multiplied by (Y) the product of (1) 135% (or 100% if an insolvency related event of default) multiplied by (2) the greatest closing sale price of our common stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date we make the entire payment required to be made under this provision. 24 We have the right at any time to redeem all, but not less than all, of the total outstanding amount then remaining under the Convertible Note in cash at a price equal to 135% of the total amount of such Convertible Note then outstanding. If at any time after the Closing Date, (i) the closing bid price of our common stock is equal to or greater than 140% of the Exercise Price for a period of 30 consecutive trading days (the bMeasuring Periodb), (ii) no Equity Conditions Failure (as defined in the Warrant) shall have occurred, and (iii) the aggregate dollar trading volume of the Common Stock for each trading day during the Measuring Period exceeds $3,000 per day, then we shall have the right to require Hanover to exercise all, or any part, of the Warrant (up to the Maximum Forced Exercise Amount (defined below)) (the bForced Exerciseb) at the then applicable Exercise Price. We will not be permitted to effect a Forced Exercise if, after giving effect to such Forced Exercise, we have received more than $150,000 in cash, in the aggregate, from one or more exercises of the Warrant. bMaximum Forced Exercise Amountb means, as of any given date, the lesser of (x) the number of shares of our common stock issuable upon exercise of the Warrant as of such given | ||
Convertible Debt [Member] | KBM Worldwide, Inc. Note One [Member] | |||
Debt Instrument [Line Items] | |||
Loan Amount | 70,000 | 110,000 | |
Interest rate | 8.00% | ||
Terms of conversion feature | On August 14, 2014 and November 17, 2014, we and KBM Worldwide, Inc. (“KBM”) completed a financing pursuant to which the Company issued Convertible Promissory Notes in the original principal amounts of $110,000 and $61,000 respectively (the “Notes”). The Notes bear 8% interest and is due on August 21, 2015 and November 17, 2015 respectively. The Notes become convertible 180 days after the date of the Note. The principal amounts of the Notes and any accrued interest can then be converted into shares of the Company's common stock at a rate of 75% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. | ||
Convertible Debt [Member] | KBM Worldwide, Inc. Note Two [Member] | |||
Debt Instrument [Line Items] | |||
Loan Amount | $61,000 | ||
Interest rate | 8.00% | ||
Terms of conversion feature | On August 14, 2014 and November 17, 2014, we and KBM Worldwide, Inc. (bKBMb) completed a financing pursuant to which the Company issued Convertible Promissory Notes in the original principal amounts of $110,000 and $61,000 respectively (the bNotesb). The Notes bear 8% interest and is due on August 21, 2015 and November 17, 2015 respectively. The Notes become convertible 180 days after the date of the Note. The principal amounts of the Notes and any accrued interest can then be converted into shares of the Companybs common stock at a rate of 75% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. |
Income_Tax_Narrative_Details
Income Tax (Narrative) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Income Tax Examination [Line Items] | |||
Valuation allowance | $31,398 | $2,596,670 | |
Change in valuation allowance | -2,565,272 | -1,111,642 | |
PRC [Member] | |||
Income Tax Examination [Line Items] | |||
Statutory income tax rate | 25.00% | 25.00% | |
Net operating loss carry-forwards | 1,180,658 | ||
Net operating loss carry-forwards, expiration date | 31-Dec-13 | ||
Hong Kong [Member] | |||
Income Tax Examination [Line Items] | |||
Statutory income tax rate | 16.50% | ||
United States [Member] | |||
Income Tax Examination [Line Items] | |||
Net operating loss carry-forwards | $2,780,057 | ||
Net operating loss carry-forwards, expiration date | 31-Dec-30 |
Income_Tax_Schedule_of_Deferre
Income Tax (Schedule of Deferred Income Taxes) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating (profit)/losses - U.S. | ($85,838) | $2,319,834 |
Net operating losses - PRC and Hong Kong | 117,236 | 276,836 |
Deferred revenue | ||
Deferred tax assets, gross | 31,398 | 2,596,670 |
Valuation allowance | -31,398 | -2,596,670 |
Deferred tax assets, net |
Employee_Benefits_Details
Employee Benefits (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Employee Benefits [Abstract] | ||
Benefit compensation expense | $10,107 | $17,101 |
Earnings_loss_per_share_Detail
Earnings (loss) per share (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings (loss) per share [Abstract] | ||
Net income (loss) available for common shareholders - basic | ($31,398) | $98,976 |
Interest expense on convertible notes | 10,000 | 13,125 |
Net income (loss) available for common shareholders - diluted | ($21,398) | $112,101 |
Weighted average outstanding shares of common stock - basic | 223,132,358 | 73,127,686 |
Dilutive shares: Conversion of convertible notes payable | 4,517,283 | |
Weighted average outstanding shares of common stock - diluted | 223,132,358 | 77,644,969 |
Earnings (loss) per share - basic | ($0.00) | $0.00 |
Earnings (loss) per share - diluted | ($0.00) | $0.00 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Commitments and Contingencies [Abstract] | ||
2015 | $107,686 | |
Thereafter | 188,450 | |
Total minimum payment | 296,136 | |
Rental expenses | $23,600 | $39,489 |
Concentrations_Risks_and_Uncer2
Concentrations, Risks, and Uncertainties (Details) (Customer Concentration Risk [Member], Sales [Member]) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | |||
Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | [1] | 99.98% | ||
Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | [1] | [1] | ||
Customer C [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | [1] | [1] | ||
Customer D [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | [1] | [1] | ||
[1] | Constitutes less than 10% of the Company's gross sales. |