Professional Diversity Network (IPDN) 10-Q 15 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 08, 2016
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2016
Entity Registrant Name	Professional Diversity Network, Inc.
Entity Central Index Key	1,546,296
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,016
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		14,510,960

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current Assets:
Cash and cash equivalents	$ 1,292,244	$ 2,070,693
Accounts receivable, net	1,772,860	2,510,530
Short-term investments		500,000
Incremental direct costs	719,747	1,023,916
Prepaid license fee		112,500
Prepaid expenses and other current assets	305,752	411,592
Total current assets	4,090,603	6,629,231
Property and equipment, net	353,921	444,398
Capitalized technology, net	302,958	456,523
Goodwill	20,201,190	20,201,190
Intangible assets, net	10,617,639	12,051,839
Merchant reserve	1,426,927	1,260,849
Security deposits	377,070	383,786
Total assets	37,370,308	41,427,816
Current Liabilities:
Accounts payable	4,301,997	4,465,941
Accrued expenses	1,425,112	837,712
Deferred revenue	5,122,268	7,507,176
Customer deposits		112,500
Warrant liability	380,000
Promissory note	445,000	445,000
Total current liabilities	11,674,377	13,368,329
Deferred tax liability	4,348,515	4,942,908
Line of credit, net of unamortized debt issuance costs	330,563
Deferred rent	52,740	45,155
Other liabilities	61,575	426,267
Total liabilities	16,467,770	18,782,659
Commitments and contingencies
Stockholders' Equity
Common stock, $0.01 par value; 25,000,000 shares authorized; 14,608,230 shares issued as of June 30, 2016 and December 31, 2015; and 14,466,513 shares outstanding as of June 30, 2016 and December 31, 2015	144,749	144,749
Additional paid in capital	63,930,830	63,427,542
Accumulated deficit	(43,135,924)	(40,890,017)
Treasury stock, at cost; 8,382 shares at June 30, 2016 and December 31, 2015	(37,117)	(37,117)
Total stockholders' equity	20,902,538	22,645,157
Total liabilities and stockholders' equity	$ 37,370,308	$ 41,427,816

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value per share	$ 0.01	$ 0.01
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	14,608,230	14,608,230
Common stock, shares outstanding	14,466,513	14,466,513
Treasury stock, shares	8,382	8,382

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenues
Membership fees and related services	$ 4,259,144	$ 6,754,247	$ 9,299,318	$ 13,542,927
Lead generation	1,415,958	2,760,022	2,935,549	5,519,126
Recruitment services	717,360	756,039	1,340,669	1,602,701
Products sales and other	404,590	64,736	491,583	300,429
Consumer advertising and marketing solutions	53,976	63,785	127,052	136,086
Total revenues	6,851,028	10,398,829	14,194,171	21,101,269
Costs and expenses:
Cost of revenues	803,646	1,471,760	1,688,391	3,183,306
Sales and marketing	3,428,115	5,479,052	7,249,691	12,094,563
General and administrative	2,749,214	3,902,136	6,417,631	7,845,817
Depreciation and amortization	811,232	870,273	1,678,242	1,805,196
Total costs and expenses	7,792,207	11,723,221	17,033,955	24,928,882
Loss from operations	(941,179)	(1,324,392)	(2,839,784)	(3,827,613)
Other (expense) income
Interest expense	(778)	(29,479)	(1,167)	(75,110)
Interest and other income	(481)	7,126	651	23,184
Other income (expense), net	(1,259)	(22,353)	(516)	(51,926)
Change in fair value of warrant liability		71,270		91,560
Loss before income tax benefit	(942,438)	(1,275,475)	(2,840,300)	(3,787,979)
Income tax benefit	(136,169)	(497,196)	(594,393)	(1,466,822)
Net loss	$ (806,269)	$ (778,279)	$ (2,245,907)	$ (2,321,157)
Net loss per common share, basic and diluted	$ (0.06)	$ (0.06)	$ (0.16)	$ (0.17)
Weighted average shares used in computing net loss per common share:
Basic and diluted	14,466,513	14,023,916	14,466,513	13,375,405

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities:
Net loss	$ (2,245,907)	$ (2,321,157)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,678,242	1,805,196
Deferred tax benefit	(594,393)	(1,466,822)
Gain on lease cancellation	(423,998)
Stock-based compensation expense	99,830	236,369
Amortization of prepaid license fees	112,500	112,500
Amortization of premium on short-term investments, net		70,644
Amortization of customer deposits	(112,500)	(112,500)
Change in fair value of warrant liability		(91,560)
Accretion of debt discount		5,208
Changes in operating assets and liabilities:
Accounts receivable	737,670	636,698
Prepaid expenses and other current assets	105,840	(23,483)
Incremental direct costs	304,169	(197,403)
Accounts payable	(163,944)	(1,350,043)
Accrued expenses	587,400	153,375
Deferred revenue	(2,384,908)	(312,776)
Deferred rent	7,585	39,534
Other liabilities	59,306
Net cash used in operating activities	(2,233,108)	(2,816,220)
Cash flows from investing activities:
Proceeds from maturities of short-term investments	500,000	4,957,000
Purchases of short-term investments		(925,000)
Costs incurred to develop technology		(231,437)
Purchases of property and equipment		(64,154)
Security deposit	6,716	(4,850)
Net cash provided by investing activities	506,716	3,731,559
Cash flows from financing activities:
Proceeds from the sale of common stock		5,235,300
Repayment of note payable		(1,272,006)
Payment of offering costs		(653,427)
Proceeds from line of credit	1,572,576
Payment of deferred financing costs	(458,555)
Merchant reserve	(166,078)	(400,000)
Payments of capital leases		(15,232)
Net cash provided by financing activities	947,943	2,894,635
Net (decrease) increase in cash and cash equivalents	(778,449)	3,809,974
Cash and cash equivalents, beginning of period	2,070,693	1,519,467
Cash and cash equivalents, end of period	1,292,244	5,329,441
Supplemental disclosures of other cash flow information:
Cash paid for income taxes	4,605	4,631
Non-cash disclosures:
Working capital adjustment to note payable		32,281
Issuance of warrants in connection with Master Credit Facility	$ 783,458

Description of Business

Description of Business	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	1. Description of Business Professional Diversity Network, Inc. is both the operator of the Professional Diversity Network (the “Company,” “we,” “our,” “us,” “PDN Network,” “PDN” or the “Professional Diversity Network”) and a holding company for NAPW, Inc., a wholly-owned subsidiary of the Company and the operator of the National Association of Professional Women (the “NAPW Network” or “NAPW”), as well as Noble Voice LLC and Compliant Lead LLC (collectively, “Noble Voice”), each of which is a wholly-owned subsidiary of the Company and together provide career consultation services. The Company is a corporation organized under the laws of Delaware, originally formed as IH Acquisition, LLC under the laws of the State of Illinois on October 3, 2003. The PDN Network operates online professional networking communities with career resources specifically tailored to the needs of different diverse cultural groups including: Women, Hispanic-Americans, African-Americans, Asian-Americans, Disabled, Military Professionals, Lesbians, Gay, Bisexual and Transgender (LGBT), and Students and Graduates seeking to transition from education to career. The networks’ purposes, among others, are to assist its registered users in their efforts to connect with like-minded individuals, identify career opportunities within the network and connect with prospective employers. The Company’s technology platform is integral to the operation of its business. The NAPW Network is an exclusive women-only professional networking organization, whereby its members can develop their professional networks, further their education and skills, and promote their business and career accomplishments. NAPW provides its members with opportunities to network and develop valuable business relationships with other professionals though its website, as well as at events hosted at its local chapters across the country. The Noble Voice division typically conducts over 23,000 career consultations per week. Noble Voice monetizes these consultations by using proprietary technology to drive inexpensive online traffic to our offline call center and generating value-added leads for the Company’s strategic partners who provide continuing education and career services.

Liquidity, Financial Condition

Liquidity, Financial Condition and Management's Plans	6 Months Ended
	Jun. 30, 2016
Liquidity, Financial Condition and Management's Plans [Abstract]
Liquidity, Financial Condition and Management's Plans	2. Liquidity, Financial Condition and Management’s Plans The Company’s principal sources of liquidity are its cash and cash equivalents and the net proceeds from its 2015 public offering and recent financing agreement. The Company had an accumulated loss of approximately $43,136,000 at June 30, 2016. During the six months ended June 30, 2016, the Company generated a net loss of approximately $2,246,000, used cash in operations of approximately $2,233,000, and the Company expects that it will continue to generate operating losses for the foreseeable future. At June 30, 2016, the Company had a cash balance of approximately $1,292,000. The Company is closely monitoring operating costs and capital requirements and has developed an operating plan for 2016. The Company is making cost reductions in the areas of its staffing levels and operating budgets. In addition, on March 30, 2016, the Company entered into a Master Credit Facility pursuant to which it was granted a revolving credit facility in the principal amount up to the lesser of $5,000,000 or 75% of the outstanding balance of eligible customer receivables, or, if requested, the lender may approve discretionary drawdowns under the facility. On June 30, 2016, the Company closed the Master Credit Facility and received an initial disbursement of $1,572,576 (before reduction of related fees and expenses) (see Note 6). As of June 30, 2016, the Company had drawn approximately $435,000 more than its availability under the Master Credit Facility. Accordingly, the Company’s ability to receive additional funds under the Master Credit Facility is . If t is unable to meet its obligations under the Master Credit Facility, it may These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management's plans, as noted above. The Company’s ability to execute its operating plan beyond September 2016 depends on its lender agreeing to additional advances ling , ing if the Company is unable to access its Master Credit Facility ing lender will agree to additional advances under the Master Credit Facility or that the The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	3. Summary of Significant Accounting Policies The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the SEC on March 30, 2016 and amended May 4, 2016 (the “Annual Report”), which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the years ended December 31, 2015 and 2014. The financial information as of December 31, 2015 is derived from the audited financial statements presented in the Annual Report. The interim results for the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any future interim periods. Use of Estimates - Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future intervening events. Accordingly, the actual results could differ significantly from estimates. Significant estimates underlying the financial statements include the fair value of acquired assets and liabilities associated with acquisitions; assessment of goodwill, other intangible assets and long-lived assets for impairment; allowances for doubtful accounts and assumptions related to the valuation of stock-based compensation. Principles of Consolidation - Short-Term Investments Revenue Recognition – Membership Fees and Related Services Membership fees are collected up-front and member benefits become available immediately; however those benefits must remain available over the 12 month membership period. At the time of enrollment, membership fees are recorded as a liability under deferred revenue and are recognized as revenue ratably over the 12 month membership period. Members who are enrolled in an annual payment plan may cancel their membership in the program at any time and receive a partial refund (amount remaining in deferred revenue) or due to consumer protection legislation, a full refund based on the policies of the member’s credit card company. Revenue from related membership services are derived from fees for development and set-up of a member’s personal on-line profile and/or press release announcements. Fees related to these services are recognized as revenue at the time the on-line profile is complete and press release is distributed. Lead Generation The Company derives lead generation revenues pursuant to arrangements with for-profit educational centers. Under these arrangements, the Company matches educational centers with potential candidates, pursuant to specific parameters defined in each arrangement. The Company invoices the educational centers on a monthly basis based upon the number of leads provided. Revenues related to lead generation are recognized at the time the educational centers are invoiced. Recruitment Services The Company’s recruitment services revenue is derived from the Company’s agreements through single and multiple job postings, recruitment media, talent recruitment communities, basic and premier corporate memberships, hiring campaign marketing and advertising, e-newsletter marketing and research and outreach services. Recruitment revenue includes revenue recognized from direct sales to customers for recruitment services and events, as well as revenue from the Company’s direct e-commerce sales. Product Sales and Other Revenue Products offered to members relate to custom made plaques and an annual registry book. Product sales are recognized as liabilities under deferred revenue at the time the initial order is placed. Revenue is then recognized at the time these products are shipped. The Company’s shipping and handling costs are included in cost of sales in the accompanying condensed consolidated statements of comprehensive loss. Consumer Advertising and Marketing Solutions The Company provides career opportunity services to its various partner organizations through advertising and job postings on their websites. The Company works with its partners to develop customized websites and job boards where the partners can generate advertising, job postings and career services to their members, students and alumni. Partner revenue is recognized as jobs are posted to their hosted sites. Advertising and Marketing Expenses - Net Loss per Share - 2016 2015 Warrants to purchase common stock 4,112,500 362,500 Stock options 144,857 340,857 Unvested restricted stock 44,445 200,001 4,301,802 903,358 Recently Issued Accounting Pronouncements In May 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-12, “Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which further amended ASU 2016-09 by providing additional clarity in recognizing revenue from contracts that have been modified prior to the transition period to the new standard, as well as providing additional disclosure requirements for businesses and other organizations that make the transition to the new standard by adjusting amounts from prior reporting periods via retrospective application. The Company is continuing to evaluate the expected impact of this standard on its consolidated financial statements. In April 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). ASU 2016-10 clarifies two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The update is effective for annual periods beginning after December 15, 2017 including interim reporting periods therein. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from contracts with customers (Topic 606): Principal versus Agent Considerations Reporting Revenue Gross versus Net”. The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transition of these amendments is the same as the effective date and transition of ASU 2014-09. Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. Private entities must apply the amendments one year later. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In February 2016, the FASB issued new lease accounting guidance ASU No. 2016-02, “Leases” (“ASU 2016-02”). Under the new guidance, at the commencement date, lessees will be required to recognize a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new guidance is not applicable for leases with a term of 12 months or less. Lessor accounting is largely unchanged. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 was initially effective for fiscal years beginning after December 15, 2017 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In July 2015, the FASB deferred the effective date of ASU 2014-09 for one year, and proposed some modifications to the original provisions.

Capitalized Technology

Capitalized Technology	6 Months Ended
	Jun. 30, 2016
Research and Development [Abstract]
Capitalized Technology	4. Capitalized Technology Capitalized Technology, net is as follows: June 30, December 31, Capitalized cost: Balance, beginning of period $ 1,888,791 $ 1,469,432 Additional capitalized cost - 419,359 Balance, end of period $ 1,888,791 $ 1,888,791 Accumulated amortization: Balance, beginning of period $ 1,432,268 $ 943,362 Provision for amortization 153,565 488,906 Balance, end of period $ 1,585,833 $ 1,432,268 Capitalized Technology, net $ 302,958 $ 456,523 Amortization expense of $45,236 and $90,663 for the three months ended June 31, 2016 and 2015, respectively, and $153,565 and $181,601 for the six months ended June 30, 2016 and 2015, respectively, is recorded in depreciation and amortization expense in the accompanying condensed consolidated statements of operations and comprehensive loss.

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible Assets	5. Intangible Assets Intangible assets, net is as follows: June 30, 2016 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Long-lived intangible assets: Sales Process 10 $ 3,970,000 $ (700,264 ) $ 3,269,736 Paid Member Relationships 5 890,000 (313,972 ) 576,028 Member Lists 5 8,957,000 (3,159,831 ) 5,797,169 Developed Technology 3 978,000 (555,166 ) 422,834 Trade Name/Trademarks 4 480,000 (209,861 ) 270,139 Customer Relationships 5 280,000 (88,667 ) 191,333 15,555,000 (5,027,761 ) 10,527,239 Indefinite-lived intangible assets: Trade Name 90,400 Intangible assets, net $ 10,617,639 December 31, 2015 Useful Lives (Years) Gross Amount Accumulated Amortization Net Carrying Amount Long-lived intangible assets: Sales Process 10 $ 3,970,000 $ (501,764 ) $ 3,468,236 Paid Member Relationships 5 890,000 (224,972 ) 665,028 Member Lists 5 8,957,000 (2,264,131 ) 6,692,869 Developed Technology 3 978,000 (392,167 ) 585,833 Trade Name/Trademarks 4 480,000 (149,860 ) 330,140 Customer Relationships 5 280,000 (60,667 ) 219,333 15,555,000 (3,593,561 ) 11,961,439 Indefinite-lived intangible assets: Trade Name 90,400 Intangible assets, net $ 12,051,839 Future annual estimated amortization expense is summarized as follows: Years ending December 31, 2016 (six months) $ 1,434,200 2017 2,802,233 2018 2,563,872 2019 1,846,697 2020 397,000 2021 397,000 Thereafter 1,086,237 $ 10,527,239 Amortization expense of $717,100 for the three months ended June 31, 2016 and 2015 and $1,434,200 and $1,448,186 for the six months ended June 30, 2016 and 2015, respectively, is recorded in depreciation and amortization expense in the accompanying condensed consolidated statements of operations and comprehensive loss.

Master Credit Facility

Master Credit Facility	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Master Credit Facility	6. Master Credit Facility At June 30, 2016, the Company’s Master Credit Facility is comprised of the following: Total Master Credit Facility $ 1,572,576 Less: Unamortized debt issuance costs (1,242,013 ) Total Master Credit Facility, net of unamortized debt issuance costs 330,563 Less: Current portion of Master Credit Facility - Long-term portion $ 330,563 On March 30, 2016, the Company entered into a Master Credit Facility with White Winston Select Asset Funds, LLC (“White Winston”), a private investment fund, pursuant to which the Company was granted a revolving credit facility (the “Master Credit Facility”) in the aggregate amount of up to $5,000,000. On June 30, 2016 (the “Closing Date”), the Company closed the Master Credit Facility and an initial disbursement of $1,572,576 (before reduction of related fees and expenses, or $1,022,623 of net proceeds) was made pursuant to the Master Credit Facility. Advances under the Master Credit Facility are issued at 95% of par value (the “Debt Discount”), with such Debt Discount deducted from the gross amount of the proceeds available under the Master Credit Facility at Closing and recorded as a debt issuance cost. White Winston shall make advances under the Master Credit Facility provided that the aggregate principal amount outstanding under the Master Credit Facility shall not exceed 75% of the then-outstanding balance of the Company’s customer receivables (as defined in the Master Credit Facility). With the discretionary approval of White Winston, as of June 30, 2016, the Company has drawn approximately $435,000 more than its availability under the Master Credit Facility. The Company may also request, subject to White Winston’s discretionary approval, additional advances that would be exempt from the limitation of eligible receivables. The Master Credit Facility matures on June 30, 2018 and bears interest at a rate of 8.0% per annum. Interest is payable monthly in arrears. In addition, from and after the first anniversary of the date of the Master Credit Facility and continuing until the Master Credit Facility is repaid in full, the Company is required to pay an additional fee of 3.0% on the average daily unborrowed portion of the Master Credit Facility. The fee is payable quarterly in arrears. The Company granted White Winston a first priority lien in all tangible and intangible property now owned by the Company or to be acquired in the future, including all receivables and all of the outstanding ownership interests in each of the Company’s subsidiaries. In addition, the Company established a cash collateral account, pursuant to which all revenues and payments due to the Company will be deposited into such account and will act as security for the Master Credit Facility. The Company has unrestricted access to the cash collateral account. Pursuant to the terms of the Master Credit Facility, on June 30, 2016 the Company issued to White Winston warrants to purchase up to (i) 1,000,000 shares of the Company’s common stock at a price of $0.25 per share (the “Fixed $0.25 Warrant”); (ii) 1,750,000 shares of the Company’s common stock at a price of $0.25 per share (the “Pro Rata Warrant”), provided that the number of shares for which the Pro Rata Warrants are exercisable shall be pro-rata based on the ratio of the actual advances made under the Facility to the aggregate face amount of the Facility and (iii) 1,000,000 shares of the Company’s common stock at a price of $2.50 per share (the “Fixed $2.50 Warrant”). The Fixed $0.25 Warrant and the Pro Rata Warrant are exercisable for five years from the date of issuance and the Fixed $2.50 Warrant is exercisable for five years beginning on December 30, 2016. Pursuant to the terms of a Board Representation Agreement between the Company and White Winston, White Winston has the right to designate nominees for election to the Company’s Board of Directors from the date the principal amount outstanding under the Master Credit Facility first exceeds $2,000,000 until such time as White Winston’s interest (as defined in the Board Representation Agreement) falls below five percent for 60 consecutive days. The number of nominees that White Winston is entitled to designate shall be determined in accordance with the terms of the Board Representation Agreement and, provided that no event of default has occurred, shall not exceed two nominees. If an event of default has occurred and is continuing, White Winston shall have the right to designate two additional nominees for election to the Company’s Board of Directors. However, the aggregate number of nominees that White Winston is entitled to designate shall in no event exceed (i) 50 percent of the number of directors, rounded down to the nearest whole number, if the Board is comprised of an odd number of Directors, and (ii) one less than half of the number of Directors, if the Board is comprised of an even number of Directors. The Company determined the fair value of the Fixed $0.25 Warrant and Fixed $2.50 Warrant issued to White Winston to be $272,133 using the Black-Scholes option-pricing model with the following assumptions: (1) expected volatility of 54.63%, (2) risk-free interest rate of 1.01% and (3) expected life of five years. The Company determined that the Pro Rata Warrant should be treated as a derivative liability in accordance with ASC 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity,” due to the variable number of shares issuable. Accordingly, the Pro Rata Warrant was initially recorded at fair value, with changes in the fair value of the liability recorded in other income/expense in the accompanying condensed consolidated statements of operations and comprehensive loss. The Company determined the fair value of the Pro Rata Warrant issued to White Winston on June 30, 2016 to be $511,325, of which $380,000 was valued as the portion attributable to the unexercisable Pro Rata Warrant using the Monte Carlo model with the following assumptions: (1) expected volatility of 100.00%, (2) risk-free interest rate of 1.01% and (3) expected life of five years.. The Company did not record any changes in the fair value of the liability during the three and six months ended June 30, 2016. As of June 30, 2016, there were 550,402 Pro Rata Warrants exercisable. As such, the Company recorded the value of these warrants, amounting to $131,325, as a component of additional paid in capital in the accompanying condensed consolidated balance sheets. The issuance of the Fixed $0.25 Warrant, the Fixed $2.50 Warrant and the Pro Rata Warrant has been treated as a debt issue cost and, accordingly, has been recorded as a direct deduction from the carrying amount of Master Credit Facility and is being amortized to interest expense over the contractual term of the Master Credit Facility. During the three and months ended June 30, 2016, accretion of the costs amounted to $0. The Company incurred cash fees associated with the closing of the Master Credit Facility of $458,555. These amounts have been treated as a debt issue cost and, accordingly, have been recorded as a direct deduction from the carrying amount of Master Credit Facility and are being amortized to interest expense over the contractual term of the Master Credit Facility. During the three and six months ended June 30, 2016, accretion of the fees amounted to $0. Contractual interest expense on the Master Credit Facility amounted to $0 for the three and six months ended June 30, 2016. Because the Company did not close on the Master Credit Facility until June 30, 2016, the Company did not incur interest expense on the outstanding amounts, nor did it record any amortization of debt issue costs related to the Master Credit Facility. The Master Credit Facility contains customary representations and warranties, events of default and covenants, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company to incur additional indebtedness, create or permit liens on assets, make acquisitions, engage in mergers or consolidations and pay dividends or repurchase stock. In addition, the Master Credit Facility contains a covenant requiring the Company to maintain at the end of each semi-annual fiscal period commencing with the period ending December 31, 2016, a minimum current ratio of not less than 1.4 to 1. On August 10, 2016, the Company entered into an Amendment to Master Credit Facility and Consent and Waiver Agreement with White Winston in connection with the CFL transaction (see Note 12). Pursuant to the Amendment, White Winston consented to the proposed transaction and waived certain rights in connection with the transaction. In consideration for the Amendment, the Company agreed that the Pro Rata Warrant would be exercisable in full without regard to the pro rata provisions of the warrant and paid a $15,000 financing fee, to be treated as a drawdown under the Master Credit Facility. In addition, White Winston granted the Company the right to repurchase the Pro Rata Warrant and Fixed Warrant for a period of time following the consummation of the proposed transaction.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	7. Commitments and Contingencies Lease Obligations - The Company leases an office for its headquarters in Illinois, as well as office spaces for its events business, sales and administrative offices under non-cancelable lease arrangements that provide for payments on a graduated basis with various expiration dates. Rent expense, amounting to approximately $241,000 and $324,000 for the three months ended June 30, 2016 and 2015, respectively, and approximately $550,000 and $700,000 for the six months ended June 30, 2016 and 2015, respectively, is included in general and administrative expense in the condensed consolidated statements of comprehensive loss. Included in rent expense is sublease income of approximately $90,000 for the three months ended June 30, 2016 and 2015 and approximately $180,000 and $165,000 for the six months ended June 30, 2016 and 2015, respectively. During the three months ended June 30, 2016, the Company recorded a gain on lease cancellation of approximately $424,000 related to the closing of its Los Angeles, CA office in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. Legal Proceedings The Company and its wholly-owned subsidiary, NAPW, Inc., are parties to litigation captioned Gauri Ramnath, et al. v. Professional Diversity Network, Inc., et al. The Company’s wholly-owned subsidiary, Noble Voice LLC, was party to litigation captioned as Expand, Inc. v. Noble Voice LLC et al The Company and its wholly-owned subsidiary, Noble Voice, LLC, were parties to litigation captioned as Coleman v. Noble Voice, LLC The Company was party to litigation captioned as Norma Vazquez v. Professional Diversity Network, Inc. The Company and its wholly-owned subsidiary, NAPW, Inc., were parties to litigation captioned as Crystal Martin, et al. v. NAPW, Inc., et al The Company and its wholly-owned subsidiary, NAPW, Inc., were parties to litigation captioned Ilana Youngheim v. NAPW, Inc., et al The Company’s wholly-owned subsidiary, NAPW, Inc., was the respondent in two matters before the New York State Division of Human Rights (“DHR”), captioned Adrianne Kay Mack v. NAPW Merger Sub, Inc. , No. 10178056 and Adrianne Kay Mack v. National Association of Professional Women , No. 10178191. These related cases from a single former employee alleged that the employee received disparate treatment on account of her race or national origin (in No. 10178056) and that she was terminated in retaliation for filing her original complaint (in No. 10178191). This case was settled for a nominal but confidential amount during the Second Quarter of 2016 and the action has been dismissed. The Company and its wholly-owned subsidiary, NAPW, Inc., are parties to an administrative action before the National Labor Relations Board captioned as In re Professional Diversity Network The Company is a party to an administrative action before the Equal Employment Opportunity Commission captioned as Paul Sutcliffe v. Professional Diversity Network, Inc. On August 10, 2016, the Company received a letter from Matthew Proman demanding payment, on or before September 1, 2016 of the full amount of the outstanding promissory note in the amount of $445,000 made by the Company in favor of Mr. Proman, and that legal proceedings will commence if the note is not repaid. The Company believes there is no merit to Mr. Proman’s claim and will vigorously defend against any such claims. General Legal Matters From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2016
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The effective income tax rate for the three months ended June 30, 2016 and 2015 was 14.5% and 39.0%, respectively, resulting in a $136,000 and $497,000 income tax benefit, respectively. The effective income tax rate for the six months ended June 30, 2016 and 2015 was 20.9% and 38.7%, respectively, resulting in a $594,000 and $1,467,000 income tax benefit, respectively. During the three months ended June 30, 2016 and 2015, the Company recorded a valuation allowance of $96,000 and $0, respectively, and during the six months ended June 30, 2016 and 2015, the Company recorded a valuation allowance of $374,000 and $0, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considered the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the consideration of these items, management determined that it is more likely than not that we will not realize the deferred income tax asset balances and therefore, initially recorded a valuation allowance as of September 30, 2015. Management has again evaluated the deferred tax asset for the six months ended June 30, 2016 and has determined a full valuation allowance continues to be applicable.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	9. Stock-Based Compensation Equity Incentive Plans Stock Options The following table summarizes the Company’s stock option activity for the six months ended June 30, 2016: Number of Options Weighted Average Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Outstanding - December 31, 2015 157,190 $ 3.75 8.0 $ - Granted - - Exercised - - Forfeited/Canceled/Expired (12,333 ) (3.45 ) Outstanding – June 30, 2016 144,857 $ 3.78 7.9 $ - Exercisable – June 30, 2016 108,522 3.89 8.0 $ - A summary of the changes in the Company’s unvested stock options is as follows: Number of Options Weighted Average Grant Date Fair Value Unvested - December 31, 2015 109,522 $ 1.72 Granted - - Vested (70,187 ) (1.75 ) Forfeited/Canceled/Expired (3,000 ) (1.65 ) Unvested – June 30, 2016 36,335 $ 1.65 The Company recorded non-cash compensation expense of approximately $15,000 and $31,000 for the three months ended June 30, 2016 and 2015, respectively, and approximately $44,000 and $43,000 for the six months ended June 30, 2016 and 2015, respectively, pertaining to stock options. Total unrecognized compensation expense related to unvested stock options at June 30, 2016 amounts to approximately $45,000 and is expected to be recognized over a remaining weighted average period of 0.75 years. Warrants The following table summarizes the Company’s warrant activity for the six months ended June 30, 2016: Number of Warrants Weighted Average Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Outstanding - December 31, 2015 362,500 $ 8.34 3.5 $ - Granted 3,750,000 0.85 Exercised - - Forfeited/Canceled/Expired - - Outstanding – June 30, 2016 4,112,500 $ 1.51 4.8 $ 412,500 Exercisable – June 30, 2016 1,912,902 1.78 4.6 $ 232,560 As discussed in Note 6, the Company granted warrants to purchase 3,750,000 shares of common stock during the three months ended June 30, 2016. The fair value of the warrants issued of $783,458 has been recorded as a direct deduction from the carrying amount of Master Credit Facility. A summary of the changes in the Company’s unvested warrants is as follows: Number of Warrants Weighted Average Grant Date Fair Value Unvested - December 31, 2015 - $ - Granted 3,750,000 0.18 Vested (3,750,000 ) (0.18 ) Forfeited/Canceled/Expired - - Unvested – June 30, 2016 - $ - No compensation cost was recognized for the three and six months ended June 30, 2016 and 2015 pertaining to warrants. Restricted Stock As of June 30, 2016 and December 31, 2015, there were 44,445 shares of unvested restricted stock outstanding. The Company recorded non-cash compensation expense of approximately $28,000 and $83,000 for the three months ended June 30, 2016 and 2015, respectively, and approximately $55,000 and $194,000 for the six months ended June 30, 2016 and 2015, respectively, pertaining to restricted stock. Total unrecognized compensation expense related to unvested restricted stock at June 30, 2016 amounts to approximately $157,000 and is expected to be recognized over a weighted average period of 1.4 years.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2016
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	10. Fair Value of Financial Instruments Financial instruments, including cash and cash equivalents, short-term investments, accounts payable and accrued liabilities, are carried at historical cost. Management believes that the recorded amounts approximate fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The following table presents a summary of fair value measurements for certain financial instruments measured at fair value on a recurring basis: Financial Instrument Level June 30, 2016 December 31, 2015 Warrant liability 3 $ 380,000 $ - Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting and finance department, who report to the Chief Financial Officer, determine its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance department and are approved by the Chief Financial Officer. Level 3 Valuation Techniques: Level 3 financial liabilities consist of warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company uses the Monte Carlo model to value Level 3 financial liabilities at inception and on subsequent valuation dates. This model is a discrete-time model that allows for sources of uncertainty and simulates the movements of the underlying asset and calculates the resulting derivative value for each trial. Such simulations are performed for a number of trials and the average value across all trials is determined in order to arrive at the concluded value of such derivative. The model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, and risk free rates, as well as volatility. As of June 30, 2016 and December 31, 2015, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. The warrant liability was valued using the Monte Carlo model and the following assumptions at June 30, 2016: Strike price $ 0.25 Market price $ 0.40 Expected life 5 years Risk-free interest rate 1.01 % Dividend yield 0.00 % Volatility 100 % Warrants exercisable 1,199,598 The following table sets forth a summary of the changes in the fair value of the Level 3 financial liabilities that are measured at fair value on a recurring basis: Balance – January 1, 2016 $ - Initial value of warrant liability 380,000 Balance – June 30, 2016 $ 380,000

Segment Information

Segment Information	6 Months Ended
	Jun. 30, 2016
Segment Reporting [Abstract]
Segment Information	11. Segment Information The Company operates in three segments: (i) PDN Network, (2) NAPW Network and (3) Noble Voice operations, which are based on its business activities and organization. The following tables present key financial information of the Company’s reportable segments as of and for the three and six months ended June 30, 2016 and 2015: Three Months Ended June 30, 2016 PDN Network NAPW Noble Voice Consolidated Membership fees and related services $ - $ 4,259,144 $ - $ 4,259,144 Lead generation - - 1,415,958 1,415,958 Recruitment services 717,360 - - 717,360 Products sales and other - 404,590 - 404,590 Consumer advertising and marketing solutions 53,976 - - 53,976 Total revenues 771,336 4,663,734 1,415,958 6,851,028 Loss from operations (289,066 ) (232,145 ) (419,968 ) (941,179 ) Depreciation and amortization 47,318 697,166 66,748 811,232 Income tax expense (benefit) 2,630 18,059 (156,858 ) (136,169 ) Net loss (292,955 ) (250,204 ) (263,110 ) (806,269 ) Six Months Ended June 30, 2016 PDN Network NAPW Noble Voice Consolidated Membership fees and related services $ - $ 9,299,318 $ - $ 9,299,318 Lead generation - - 2,935,549 2,935,549 Recruitment services 1,340,669 - - 1,340,669 Products sales and other - 491,583 - 491,583 Consumer advertising and marketing solutions 127,052 - - 127,052 Total revenues 1,467,721 9,790,901 2,935,549 14,194,171 Loss from operations (720,892 ) (1,278,890 ) (840,002 ) (2,839,784 ) Depreciation and amortization 96,650 1,469,230 112,362 1,678,242 Income benefit (150,909 ) (267,672 ) (175,812 ) (594,393 ) Net loss (570,499 ) (1,011,218 ) (664,190 ) (2,245,907 ) At June 30, 2016 Goodwill $ 339,451 $ 19,861,739 $ - $ 20,201,190 Intangible assets, net 90,400 10,155,906 371,333 10,617,639 Total assets 2,324,978 33,216,315 1,829,015 37,370,308 Three Months Ended June 30, 2015 PDN NAPW Noble Voice Consolidated Membership fees and related services $ - $ 6,754,247 $ - $ 6,754,247 Lead generation - - 2,760,022 2,760,022 Recruitment services 756,039 - - 756,039 Products sales and other - 64,736 - 64,736 Consumer advertising and marketing solutions 63,785 - - 63,785 Total revenues 819,824 6,818,983 2,760,022 10,398,829 Loss from operations (636,691 ) (592,698 ) (125,003 ) (1,324,392 ) Depreciation and amortization 95,741 728,821 45,711 870,273 Income tax benefit (229,652 ) (219,086 ) (48,458 ) (497,196 ) Capital expenditures - 33,869 3,882 37,751 Net loss (358,122 ) (343,612 ) (76,545 ) (778,279 ) Six Months Ended June 30, 2015 PDN NAPW Noble Voice Consolidated Membership fees and related services $ - $ 13,542,927 $ - $ 13,542,927 Lead generation - - 5,519,126 5,519,126 Recruitment services 1,602,701 - - 1,602,701 Products sales and other - 300,429 - 300,429 Consumer advertising and marketing solutions 136,086 - - 136,086 Total revenues 1,738,787 13,843,356 5,519,126 21,101,269 Loss from operations (1,236,595 ) (2,111,758 ) (479,260 ) (3,827,613 ) Depreciation and amortization 191,755 1,522,213 91,228 1,805,196 Income tax benefit (466,632 ) (814,121 ) (186,069 ) (1,466,822 ) Capital expenditures - 50,216 13,938 64,154 Net loss (730,329 ) (1,297,637 ) (293,191 ) (2,321,157 ) At December 31, 2015 Goodwill $ 339,451 $ 19,861,739 $ - $ 20,201,190 Intangible assets, net 90,400 11,502,106 459,333 12,051,839 Total assets 4,167,229 34,985,831 2,274,756 41,427,816

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2016
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued for potential recognition or disclosure. On August 12, 2016, the Company entered into a stock purchase agreement (the “Purchase Agreement”), with Cosmic Forward Limited, a Republic of Seychelles company wholly-owned by a group of Chinese investors (“CFL”). Pursuant to the Purchase Agreement, the Company has agreed to issue and sell to CFL (the “Share Issuance and Sale”), and CFL has agreed to purchase, at a price of $1.20 per share (the “Per Share Price”), upon the terms and subject to the conditions set forth in the Purchase Agreement, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), such that CFL will hold shares of Common Stock equal to approximately 51% of the outstanding shares of Common Stock, determined on a fully-diluted basis, after giving effect to the consummation of the transactions contemplated by the Purchase Agreement, including the Tender Offer described below (the “CFL Transaction”). Pursuant to the Purchase Agreement, the Company has agreed to commence a partial issuer tender offer to purchase up to 2,500,000 shares of Common Stock as soon as reasonably practicable following the execution of the Purchase Agreement (the “Tender Offer”). The price per share to be paid for each share of Common Stock validly tendered and not withdrawn shall be paid from the proceeds of the Share Issuance and Sale and shall be equal to the Per Share Price, net to the tendering holder in cash but subject to reduction for any required withholding of taxes (or any higher price offered and paid pursuant to the Tender Offer, subject to the mutual agreement of the Company and CFL). In addition, pursuant to a co-sale right, an existing shareholder of the Company will have the right to sell up to 1,647,397 shares of Common Stock to CFL as of the date of the Purchase Agreement (the “Co-Sale Right”), and such Co-Sale Right, to the extent exercised, will reduce the number of shares of Common Stock to be purchased by CFL directly from the Company. The number of shares of Common Stock that CFL will purchase will be that amount that allows it to hold 51% of the outstanding shares of Common Stock, determined on a fully-diluted basis, after giving effect to the number of shares of Common Stock (if any) the Company purchases in the Tender Offer, and any shares sold to CFL pursuant to the co-sale right (collectively, the “Common Shares”). Assuming full participation by the Company’s stockholders in the Tender Offer, the number of Common Shares sold by the Company to CFL will be 17,122,794, subject to further reduction depending on how many shares, if any, are purchased by CFL from the existing shareholders of the Company pursuant to the Co-Sale Right. If, immediately following the consummation of the Tender Offer and after giving effect to the purchase by the Company of all shares of Common Stock validly tendered and not withdrawn in the Tender Offer, the Common Shares amount to less than 51% of the then-outstanding shares of Common Stock, determined on a fully-diluted basis, then CFL shall have an option (the “Call Option”) to purchase, at a price per share equal to the Per Share Price, such additional number of shares of Common Stock (the “Call Option Shares”) as are necessary for the previously issued Common Shares plus the Call Option Shares to equal 51% of the then-outstanding shares of Common Stock determined on a fully-diluted basis, taking into account the issuance of the Call Option Shares. Pursuant to the terms of the Escrow Agreement, dated as of August 12, 2016 (the “Escrow Agreement”), by and among the Company, CFL and Wilmington Trust, N.A., as escrow agent (the “Escrow Agent”), CFL has agreed to fund no later than August 19, 2016 The Purchase Agreement contains customary representations, warranties, covenants and agreements of the parties thereto, and completion of the Share Issuance and Sale is subject to the approval of the Company’s stockholders at a special meeting of stockholders to be announced at a later date. The Purchase Agreement also contains other customary closing conditions, including, among others, the execution of certain ancillary agreements and documentation; all receipt of all required consents and approvals necessary to consummate the Share Issuance and Sale; the absence of any injunction or proceeding by a government entity seeking to restrain or prohibit consummation of the CFL Transaction; the absence of any change or event that has had or would reasonably be expected to have a material adverse effect on the Company; and receipt of a clearance by the Committee on Foreign Investment in the United States. The consummation of the Tender Offer will be conditioned upon the consummation of the Share Issuance and Sale and such other conditions to be set forth in an offer to purchase. The Purchase Agreement also contains customary indemnification and termination provisions. If the Purchase Agreement is terminated under certain circumstances set forth in the Purchase Agreement, the Company may be required to reimburse CFL for its costs and expenses in connection with the Share Issuance and Sale, up to a maximum amount of $205,000, and, in certain cases, may also be required to pay CFL a termination fee of $615,000. In certain instances specified in the Purchase Agreement, upon termination by the Company, the Escrow Agent would be required to release the full Escrow Amount to the Company as a “reverse” termination fee. Under the terms of the Purchase Agreement and as a condition to consummating the Share Issuance and Sale, at the closing of the Share Issuance and Sale, the Company, CFL and each of the shareholders of CFL (the “CFL Shareholders”) will enter into a stockholders’ agreement (the “Stockholders’ Agreement”). The Stockholders’ Agreement will provide certain limitations on the ability of CFL and the CFL Shareholders to acquire additional securities from the Company, and will provide for certain participation rights to CFL, to enable CFL to participate in future equity issuances by the Company, in order to maintain its then-current beneficial ownership interest in the Company, up to the CFL Shareholders’ then-current ownership percentage based on the number of shares of Common Stock then-outstanding, but no greater than 51.0% of the outstanding shares of Common Stock, determined on a fully-diluted basis, on a given date. The Stockholders’ Agreement will also provide for certain “standstill” covenants prohibiting CFL or the CFL Shareholders or their respective affiliates from taking certain actions with respect to the Company or the Board of Directors. Under the Stockholders’ Agreement, CFL will be entitled to nominate individuals reasonably acceptable to the Nominating and Governance Committee of the Board of Directors for election as directors of the Company, so long as CFL’s beneficial ownership level exceeds certain predefined percentage thresholds of the Company’s issued and outstanding Common Stock. The Stockholders’ Agreement will provide that, upon the closing of the Share Issuance and Sale and for so long as CFL’s beneficial ownership level exceeds 49.5% of the Company’s issued and outstanding Common Stock, CFL will be entitled to nominate five of nine directors on the Board of Directors. The Stockholders’ Agreement will further provide certain restrictions on the transfer of the Common Shares issued and sold to CFL in the Share Issuance and Sale, including, among other restrictions, a lock-up during the one-year period following the closing of the Share Issuance and Sale. The Stockholders’ Agreement will also provide certain demand, shelf and piggyback registration rights to CFL that will require the Company to effect the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the resale of the Common Shares and other shares of Common Stock (including the Call Option Shares) acquired by CFL. In addition, on August 10, 2016, the Company and its wholly-owned subsidiaries, NAPW, Inc., Noble Voice LLC and Compliant Lead LLC, entered into an Amendment to Master Credit Facility and Consent and Waiver Agreement (the “Amendment”) with White Winston. Pursuant to the Amendment, White Winston consented to the CFL Transaction and waived its participation rights and board representation rights under the Board Representation Agreement between White Winston and the Company dated June 30, 2016 in connection with the CFL transaction. In consideration for the Amendment, the Company agreed that the Pro Rata Warrant shall be fully exercisable, notwithstanding the pro rata formula set forth in the warrant, and paid a fee of $15,000. In addition, White Winston granted the Company an option to repurchase its outstanding, in-the-money warrants following consummation of the Tender Offer on the terms set forth in the Amendment.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates - Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future intervening events. Accordingly, the actual results could differ significantly from estimates. Significant estimates underlying the financial statements include the fair value of acquired assets and liabilities associated with acquisitions; assessment of goodwill, other intangible assets and long-lived assets for impairment; allowances for doubtful accounts and assumptions related to the valuation of stock-based compensation.
Principles of Consolidation	Principles of Consolidation -
Short-Term Investments	Short-Term Investments
Revenue Recognition	Revenue Recognition – Membership Fees and Related Services Membership fees are collected up-front and member benefits become available immediately; however those benefits must remain available over the 12 month membership period. At the time of enrollment, membership fees are recorded as a liability under deferred revenue and are recognized as revenue ratably over the 12 month membership period. Members who are enrolled in an annual payment plan may cancel their membership in the program at any time and receive a partial refund (amount remaining in deferred revenue) or due to consumer protection legislation, a full refund based on the policies of the member’s credit card company. Revenue from related membership services are derived from fees for development and set-up of a member’s personal on-line profile and/or press release announcements. Fees related to these services are recognized as revenue at the time the on-line profile is complete and press release is distributed. Lead Generation The Company derives lead generation revenues pursuant to arrangements with for-profit educational centers. Under these arrangements, the Company matches educational centers with potential candidates, pursuant to specific parameters defined in each arrangement. The Company invoices the educational centers on a monthly basis based upon the number of leads provided. Revenues related to lead generation are recognized at the time the educational centers are invoiced. Recruitment Services The Company’s recruitment services revenue is derived from the Company’s agreements through single and multiple job postings, recruitment media, talent recruitment communities, basic and premier corporate memberships, hiring campaign marketing and advertising, e-newsletter marketing and research and outreach services. Recruitment revenue includes revenue recognized from direct sales to customers for recruitment services and events, as well as revenue from the Company’s direct e-commerce sales. Product Sales and Other Revenue Products offered to members relate to custom made plaques and an annual registry book. Product sales are recognized as liabilities under deferred revenue at the time the initial order is placed. Revenue is then recognized at the time these products are shipped. The Company’s shipping and handling costs are included in cost of sales in the accompanying condensed consolidated statements of comprehensive loss. Consumer Advertising and Marketing Solutions The Company provides career opportunity services to its various partner organizations through advertising and job postings on their websites. The Company works with its partners to develop customized websites and job boards where the partners can generate advertising, job postings and career services to their members, students and alumni. Partner revenue is recognized as jobs are posted to their hosted sites.
Advertising and Marketing Expenses	Advertising and Marketing Expenses -
Net Loss per Share	Net Loss per Share - 2016 2015 Warrants to purchase common stock 4,112,500 362,500 Stock options 144,857 340,857 Unvested restricted stock 44,445 200,001 4,301,802 903,358
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In May 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-12, “Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which further amended ASU 2016-09 by providing additional clarity in recognizing revenue from contracts that have been modified prior to the transition period to the new standard, as well as providing additional disclosure requirements for businesses and other organizations that make the transition to the new standard by adjusting amounts from prior reporting periods via retrospective application. The Company is continuing to evaluate the expected impact of this standard on its consolidated financial statements. In April 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). ASU 2016-10 clarifies two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The update is effective for annual periods beginning after December 15, 2017 including interim reporting periods therein. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from contracts with customers (Topic 606): Principal versus Agent Considerations Reporting Revenue Gross versus Net”. The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transition of these amendments is the same as the effective date and transition of ASU 2014-09. Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. Private entities must apply the amendments one year later. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In February 2016, the FASB issued new lease accounting guidance ASU No. 2016-02, “Leases” (“ASU 2016-02”). Under the new guidance, at the commencement date, lessees will be required to recognize a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new guidance is not applicable for leases with a term of 12 months or less. Lessor accounting is largely unchanged. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 was initially effective for fiscal years beginning after December 15, 2017 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In July 2015, the FASB deferred the effective date of ASU 2014-09 for one year, and proposed some modifications to the original provisions.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The computation of basic net loss per share for the three and six months ended June 30, 2016 and 2015 excludes the potentially dilutive securities summarized in the table below because their inclusion would be anti-dilutive. 2016 2015 Warrants to purchase common stock 4,112,500 362,500 Stock options 144,857 340,857 Unvested restricted stock 44,445 200,001 4,301,802 903,358

Capitalized Technology (Tables)

Capitalized Technology (Tables)	6 Months Ended
	Jun. 30, 2016
Research and Development [Abstract]
Schedule of Capitalized Technology	Capitalized Technology, net is as follows: June 30, December 31, Capitalized cost: Balance, beginning of period $ 1,888,791 $ 1,469,432 Additional capitalized cost - 419,359 Balance, end of period $ 1,888,791 $ 1,888,791 Accumulated amortization: Balance, beginning of period $ 1,432,268 $ 943,362 Provision for amortization 153,565 488,906 Balance, end of period $ 1,585,833 $ 1,432,268 Capitalized Technology, net $ 302,958 $ 456,523

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Schedule of Intangible Assets	Intangible assets, net is as follows: June 30, 2016 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Long-lived intangible assets: Sales Process 10 $ 3,970,000 $ (700,264 ) $ 3,269,736 Paid Member Relationships 5 890,000 (313,972 ) 576,028 Member Lists 5 8,957,000 (3,159,831 ) 5,797,169 Developed Technology 3 978,000 (555,166 ) 422,834 Trade Name/Trademarks 4 480,000 (209,861 ) 270,139 Customer Relationships 5 280,000 (88,667 ) 191,333 15,555,000 (5,027,761 ) 10,527,239 Indefinite-lived intangible assets: Trade Name 90,400 Intangible assets, net $ 10,617,639 December 31, 2015 Useful Lives (Years) Gross Amount Accumulated Amortization Net Carrying Amount Long-lived intangible assets: Sales Process 10 $ 3,970,000 $ (501,764 ) $ 3,468,236 Paid Member Relationships 5 890,000 (224,972 ) 665,028 Member Lists 5 8,957,000 (2,264,131 ) 6,692,869 Developed Technology 3 978,000 (392,167 ) 585,833 Trade Name/Trademarks 4 480,000 (149,860 ) 330,140 Customer Relationships 5 280,000 (60,667 ) 219,333 15,555,000 (3,593,561 ) 11,961,439 Indefinite-lived intangible assets: Trade Name 90,400 Intangible assets, net $ 12,051,839
Schedule of Future Annual Estimated Amortization Expense	Future annual estimated amortization expense is summarized as follows: Years ending December 31, 2016 (six months) $ 1,434,200 2017 2,802,233 2018 2,563,872 2019 1,846,697 2020 397,000 2021 397,000 Thereafter 1,086,237 $ 10,527,239

Master Credit Facility (Tables)

Master Credit Facility (Tables)	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Schedule of Company's Master Credit Facility	At June 30, 2016, the Company’s Master Credit Facility is comprised of the following: Total Master Credit Facility $ 1,572,576 Less: Unamortized debt issuance costs (1,242,013 ) Total Master Credit Facility, net of unamortized debt issuance costs 330,563 Less: Current portion of Master Credit Facility - Long-term portion $ 330,563

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2016
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Summary of Warrants Activity	The following table summarizes the Company’s warrant activity for the six months ended June 30, 2016: Number of Warrants Weighted Average Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Outstanding - December 31, 2015 362,500 $ 8.34 3.5 $ - Granted 3,750,000 0.85 Exercised - - Forfeited/Canceled/Expired - - Outstanding – June 30, 2016 4,112,500 $ 1.51 4.8 $ 412,500 Exercisable – June 30, 2016 1,912,902 1.78 4.6 $ 232,560
Schedule of Unvested Award activity	A summary of the changes in the Company’s unvested warrants is as follows: Number of Warrants Weighted Average Grant Date Fair Value Unvested - December 31, 2015 - $ - Granted 3,750,000 0.18 Vested (3,750,000 ) (0.18 ) Forfeited/Canceled/Expired - - Unvested – June 30, 2016 - $ -
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Schedule of Stock Option Activity	The following table summarizes the Company’s stock option activity for the six months ended June 30, 2016: Number of Options Weighted Average Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Outstanding - December 31, 2015 157,190 $ 3.75 8.0 $ - Granted - - Exercised - - Forfeited/Canceled/Expired (12,333 ) (3.45 ) Outstanding – June 30, 2016 144,857 $ 3.78 7.9 $ - Exercisable – June 30, 2016 108,522 3.89 8.0 $ -
Schedule of Unvested Award activity	A summary of the changes in the Company’s unvested stock options is as follows: Number of Options Weighted Average Grant Date Fair Value Unvested - December 31, 2015 109,522 $ 1.72 Granted - - Vested (70,187 ) (1.75 ) Forfeited/Canceled/Expired (3,000 ) (1.65 ) Unvested – June 30, 2016 36,335 $ 1.65

Fair Value of Financial Instr24

Fair Value of Financial Instruments (Tables)	6 Months Ended
	Jun. 30, 2016
Fair Value Disclosures [Abstract]
Summary of Fair Value Measurements for Liabilities Measured on a Recurring Basis	The following table presents a summary of fair value measurements for certain financial instruments measured at fair value on a recurring basis: Financial Instrument Level June 30, 2016 December 31, 2015 Warrant liability 3 $ 380,000 $ -
Schedule of Fair Value Assumptions Used to Value Warrant Liability	The warrant liability was valued using the Monte Carlo model and the following assumptions at June 30, 2016: Strike price $ 0.25 Market price $ 0.40 Expected life 5 years Risk-free interest rate 1.01 % Dividend yield 0.00 % Volatility 100 % Warrants exercisable 1,199,598
Summary of Changes in Fair Value of Level 3 Financial Liabilities	The following table sets forth a summary of the changes in the fair value of the Level 3 financial liabilities that are measured at fair value on a recurring basis: Balance – January 1, 2016 $ - Initial value of warrant liability 380,000 Balance – June 30, 2016 $ 380,000

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2016
Segment Reporting [Abstract]
Schedule of Segment Information	The following tables present key financial information of the Company’s reportable segments as of and for the three and six months ended June 30, 2016 and 2015: Three Months Ended June 30, 2016 PDN Network NAPW Noble Voice Consolidated Membership fees and related services $ - $ 4,259,144 $ - $ 4,259,144 Lead generation - - 1,415,958 1,415,958 Recruitment services 717,360 - - 717,360 Products sales and other - 404,590 - 404,590 Consumer advertising and marketing solutions 53,976 - - 53,976 Total revenues 771,336 4,663,734 1,415,958 6,851,028 Loss from operations (289,066 ) (232,145 ) (419,968 ) (941,179 ) Depreciation and amortization 47,318 697,166 66,748 811,232 Income tax expense (benefit) 2,630 18,059 (156,858 ) (136,169 ) Net loss (292,955 ) (250,204 ) (263,110 ) (806,269 ) Six Months Ended June 30, 2016 PDN Network NAPW Noble Voice Consolidated Membership fees and related services $ - $ 9,299,318 $ - $ 9,299,318 Lead generation - - 2,935,549 2,935,549 Recruitment services 1,340,669 - - 1,340,669 Products sales and other - 491,583 - 491,583 Consumer advertising and marketing solutions 127,052 - - 127,052 Total revenues 1,467,721 9,790,901 2,935,549 14,194,171 Loss from operations (720,892 ) (1,278,890 ) (840,002 ) (2,839,784 ) Depreciation and amortization 96,650 1,469,230 112,362 1,678,242 Income benefit (150,909 ) (267,672 ) (175,812 ) (594,393 ) Net loss (570,499 ) (1,011,218 ) (664,190 ) (2,245,907 ) At June 30, 2016 Goodwill $ 339,451 $ 19,861,739 $ - $ 20,201,190 Intangible assets, net 90,400 10,155,906 371,333 10,617,639 Total assets 2,324,978 33,216,315 1,829,015 37,370,308 Three Months Ended June 30, 2015 PDN NAPW Noble Voice Consolidated Membership fees and related services $ - $ 6,754,247 $ - $ 6,754,247 Lead generation - - 2,760,022 2,760,022 Recruitment services 756,039 - - 756,039 Products sales and other - 64,736 - 64,736 Consumer advertising and marketing solutions 63,785 - - 63,785 Total revenues 819,824 6,818,983 2,760,022 10,398,829 Loss from operations (636,691 ) (592,698 ) (125,003 ) (1,324,392 ) Depreciation and amortization 95,741 728,821 45,711 870,273 Income tax benefit (229,652 ) (219,086 ) (48,458 ) (497,196 ) Capital expenditures - 33,869 3,882 37,751 Net loss (358,122 ) (343,612 ) (76,545 ) (778,279 ) Six Months Ended June 30, 2015 PDN NAPW Noble Voice Consolidated Membership fees and related services $ - $ 13,542,927 $ - $ 13,542,927 Lead generation - - 5,519,126 5,519,126 Recruitment services 1,602,701 - - 1,602,701 Products sales and other - 300,429 - 300,429 Consumer advertising and marketing solutions 136,086 - - 136,086 Total revenues 1,738,787 13,843,356 5,519,126 21,101,269 Loss from operations (1,236,595 ) (2,111,758 ) (479,260 ) (3,827,613 ) Depreciation and amortization 191,755 1,522,213 91,228 1,805,196 Income tax benefit (466,632 ) (814,121 ) (186,069 ) (1,466,822 ) Capital expenditures - 50,216 13,938 64,154 Net loss (730,329 ) (1,297,637 ) (293,191 ) (2,321,157 ) At December 31, 2015 Goodwill $ 339,451 $ 19,861,739 $ - $ 20,201,190 Intangible assets, net 90,400 11,502,106 459,333 12,051,839 Total assets 4,167,229 34,985,831 2,274,756 41,427,816

Liquidity, Financial Conditio26

Liquidity, Financial Condition and Management's Plans (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Line of Credit Facility [Line Items]
Accumulated deficit	$ 43,135,924		$ 43,135,924		$ 40,890,017
Net cash used in operating activities			2,233,108	$ 2,816,220
Cash and cash equivalents	1,292,244	$ 5,329,441	1,292,244	5,329,441	2,070,693	$ 1,519,467
Net loss	806,269	778,279	2,245,907	2,321,157
Revenues	6,851,028	$ 10,398,829	14,194,171	21,101,269
Working capital deficit	7,584,000		7,584,000		$ 6,739,000
Proceeds from line of credit			1,572,576
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Borrowing capacity	5,000,000		5,000,000
Amount drawn on line of credit above availability	$ 435,000		$ 435,000

Summary of Significant Accoun27

Summary of Significant Accounting Policies (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Incremental Direct Costs [Abstract]
Advertising and marketing expenses	$ 521,000	$ 1,212,000	$ 1,185,000	$ 2,721,000
Advertising costs

Summary of Significant Accoun28

Summary of Significant Accounting Policies (Schedule of Potentially Dilutive Securities) (Details) - shares	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dillutive securities	4,301,802	903,358
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dillutive securities	4,112,500	362,500
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dillutive securities	144,857	340,857
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dillutive securities	44,445	200,001

Capitalized Technology (Details

Capitalized Technology (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Capitalized cost:
Balance, beginning of period			$ 1,888,791	$ 1,469,432	$ 1,469,432
Additional capitalized cost					419,359
Balance, end of period	$ 1,888,791		1,888,791		1,888,791
Accumulated amortization:
Balance, beginning of period			1,432,268	943,362	943,362
Provision for amortization	45,236	$ 90,663	153,565	$ 181,601	488,906
Balance, end of period	1,585,833		1,585,833		1,432,268
Capitalized Technology, net	$ 302,958		$ 302,958		$ 456,523

Intangible Assets (Narrative) (

Intangible Assets (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortization of intangible assets	$ 717,100	$ 717,100	$ 1,434,200	$ 1,448,186

Intangible Assets (Schedule of

Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 15,555,000	$ 15,555,000
Accumulated Amortization	(5,027,761)	(3,593,561)
Net Carrying Amount	10,527,239	11,961,439
Indefinite-lived intangible assets: Trade Name	90,400	90,400
Intangible assets, net	$ 10,617,639	$ 12,051,839
Sales Process [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives (Years)	10 years	10 years
Gross Carrying Amount	$ 3,970,000	$ 3,970,000
Accumulated Amortization	(700,264)	(501,764)
Net Carrying Amount	$ 3,269,736	$ 3,468,236
Paid Member Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives (Years)	5 years	5 years
Gross Carrying Amount	$ 890,000	$ 890,000
Accumulated Amortization	(313,972)	(224,972)
Net Carrying Amount	$ 576,028	$ 665,028
Member Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives (Years)	5 years	5 years
Gross Carrying Amount	$ 8,957,000	$ 8,957,000
Accumulated Amortization	(3,159,831)	(2,264,131)
Net Carrying Amount	$ 5,797,169	$ 6,692,869
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives (Years)	3 years	3 years
Gross Carrying Amount	$ 978,000	$ 978,000
Accumulated Amortization	(555,166)	(392,167)
Net Carrying Amount	$ 422,834	$ 585,833
Trade Name/Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives (Years)	4 years	4 years
Gross Carrying Amount	$ 480,000	$ 480,000
Accumulated Amortization	(209,861)	(149,860)
Net Carrying Amount	$ 270,139	$ 330,140
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives (Years)	5 years	5 years
Gross Carrying Amount	$ 280,000	$ 280,000
Accumulated Amortization	(88,667)	(60,667)
Net Carrying Amount	$ 191,333	$ 219,333

Intangible Assets (Schedule o32

Intangible Assets (Schedule of Future Annual Estimated Amortization Expense) (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Intangible Assets, Net (Excluding Goodwill) [Abstract]
2016 (six months)	$ 1,434,200
2,017	2,802,233
2,018	2,563,872
2,019	1,846,697
2,020	397,000
2,021	397,000
Thereafter	1,086,237
Net Carrying Amount	$ 10,527,239	$ 11,961,439

Master Credit Facility (Narrati

Master Credit Facility (Narrative) (Details) - USD ($)	Aug. 10, 2016	Jun. 30, 2016	Jun. 30, 2016	Jun. 30, 2015
Line of Credit Facility [Line Items]
Proceeds from line of credit			$ 1,572,576
Payment of deferred financing costs			458,555
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Borrowing capacity		$ 5,000,000	$ 5,000,000
Percentage of par value representing debt discount on credit facility		95.00%	95.00%
Proceeds from line of credit after reduction of related fees and expenses			$ 1,022,623
Line of credit expiration date			Jun. 30, 2018
Interest rate			8.00%
Additional percentage fee based on average daily unborrowed portion of the Facility			3.00%
Accretion of debt issuance costs
Payment of deferred financing costs			458,555
Interest expense
Amount drawn on line of credit above availability		435,000	435,000
Revolving Credit Facility [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Fee paid as consideration to shareholder for waiving participation rights	$ 15,000
Warrant [Member]
Line of Credit Facility [Line Items]
Fair value of warrants		$ 783,458	$ 783,458
Warrants exercisable		1,912,902	1,912,902
Fixed $0.25 Warrant [Member]
Line of Credit Facility [Line Items]
Number of common shares issuable through warrants		1,000,000	1,000,000
Warrant exercise price		$ 0.25	$ 0.25
Fair value of warrants		$ 272,133	$ 272,133
Expected volatility			54.63%
Risk-free interest rate			1.01%
Expected life			5 years
Pro Rata Warrant [Member]
Line of Credit Facility [Line Items]
Number of common shares issuable through warrants		1,750,000	1,750,000
Warrant exercise price		$ 0.25	$ 0.25
Fair value of warrants		$ 511,325	$ 511,325
Portion of warrant fair value attributable to the unexercisable Pro Rata Warrant		$ 380,000	$ 380,000
Expected volatility			100.00%
Risk-free interest rate			1.01%
Expected life			5 years
Warrants exercisable		550,402	550,402
Amount recorded to additional paid in capital representing warrants exercisable		$ 131,325	$ 131,325
Fixed $2.50 Warrant [Member]
Line of Credit Facility [Line Items]
Number of common shares issuable through warrants		1,000,000	1,000,000
Warrant exercise price		$ 2.50	$ 2.50
Fair value of warrants		$ 272,133	$ 272,133
Expected volatility			54.63%
Risk-free interest rate			1.01%
Expected life			5 years

Master Credit Facility (Schedul

Master Credit Facility (Schedule of Company's Master Credit Facility) (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Line of Credit Facility [Line Items]
Long-term portion	$ 330,563
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Total Master Credit Facility	1,572,576
Less: Unamortized debt issuance costs	(1,242,013)
Total Master Credit Facility, net of unamortized debt issuance costs	330,563
Less: Current portion of Master Credit Facility
Long-term portion	$ 330,563

Commitments and Contingencies (

Commitments and Contingencies (Lease Obligations) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 241,000	$ 324,000	$ 550,000	$ 700,000
Sub lease income	$ 90,000	$ 90,000	180,000	165,000
Gain on lease cancellation			$ 423,998

Commitments and Contingencies36

Commitments and Contingencies (Legal Proceedings) (Details) - USD ($)	Aug. 10, 2016	Jun. 30, 2016
Settled Litigation [Member]
Loss Contingencies [Line Items]
Litigation settlement amount		$ 500,000
Litigation settlement date		Apr. 28, 2016
Litigation settlement accrual		$ 500,000
Subsequent Event [Member] | Threatened Litigation [Member]
Loss Contingencies [Line Items]
Amount of promissory note repayment sought in litigation matter	$ 445,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Tax Disclosure [Abstract]
Effective income tax rate	14.50%	39.00%	20.90%	38.70%
Income tax benefit	$ 136,169	$ 497,196	$ 594,393	$ 1,466,822
Change in valuation allowance during period	$ 96,000		$ 374,000

Stock-Based Compensation (Narra

Stock-Based Compensation (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Jun. 03, 2015	Dec. 31, 2013
Equity Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance under equity incentive plan						1,800,000	500,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted
Compensation expense	$ 15,000	$ 31,000	$ 44,000	$ 43,000
Unrecognized compensation expense	45,000		$ 45,000
Period over which compensation expense will be recognized			9 months
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 157,000		$ 157,000
Period over which compensation expense will be recognized			1 year 4 months 24 days
Outstanding	44,445		44,445		44,445
Restricted stock expense	$ 28,000	$ 83,000	$ 55,000	$ 194,000
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding	4,112,500		4,112,500		362,500
Fair value of warrants	$ 783,458		$ 783,458

Stock-Based Compensation (Sched

Stock-Based Compensation (Schedule of Stock Option Activity) (Details) - Stock Options [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Number of Options
Outstanding - December 31, 2015	157,190
Granted
Exercised
Forfeited/Canceled/Expired	(12,333)
Outstanding - June 30, 2016	144,857	157,190
Exercisable - June 30, 2016	108,522
Weighted Average Exercise Price
Outstanding - December 31, 2015	$ 3.75
Granted
Exercised
Forfeited/Canceled/Expired	(3.45)
Outstanding - June 30, 2016	3.78	$ 3.75
Exercisable - June 30, 2016	$ 3.89
Weighted Average Remaining Contractual Life (in Years)
Outstanding	7 years 10 months 24 days	8 years
Exercisable - June 30, 2016	8 years
Average Intrinsic Value
Outstanding - December 31, 2015
Outstanding - June 30, 2016
Exercisable - June 30, 2016

Stock-Based Compensation (Sch40

Stock-Based Compensation (Schedule of Unvested Stock Options) (Details) - Stock Options [Member]	6 Months Ended
	Jun. 30, 2016$ / sharesshares
Number of Options
Unvested - December 31, 2015 | shares	109,522
Granted | shares
Vested | shares	(70,187)
Forfeited/Canceled/Expired | shares	(3,000)
Unvested - June 30, 2016 | shares	36,335
Weighted Average Grant Date Fair Value
Unvested - December 31, 2015 | $ / shares	$ 1.72
Granted | $ / shares
Vested | $ / shares	(1.75)
Forfeited/Canceled/Expired | $ / shares	(1.65)
Unvested - June 30, 2016 | $ / shares	$ 1.65

Stock-Based Compensation (Summa

Stock-Based Compensation (Summary of Warrants Activity) (Details) - Warrant [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Warrant activity, number of shares:
Warrants outstanding at December 31, 2015	362,500
Granted	3,750,000
Exercised
Forfeited/Canceled/Expired
Warrants outstanding at June 30, 2016	4,112,500	362,500
Exercisable at June 30, 2016	1,912,902
Warrant activity, weighted average exercise price:
Warrants outstanding at December 31, 2015	$ 8.34
Granted	0.85
Exercised
Forfeited/Canceled/Expired
Warrants outstanding at June 30, 2016	1.51	$ 8.34
Exercisable at June 30, 2016	$ 1.78
Outstanding - weighted average remaining contractual life	4 years 9 months 18 days	3 years 6 months
Exercisable - weighted average remaining contractual life	4 years 7 months 6 days
Outstanding - aggregate intrinsic value	$ 412,500
Exercisable - aggregate intrinsic value	$ 232,560

Stock-Based Compensation (Sch42

Stock-Based Compensation (Schedule of Unvested Warrants) (Details) - Warrant [Member]	6 Months Ended
	Jun. 30, 2016$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested - December 31, 2015 | shares
Granted | shares	3,750,000
Vested | shares	(3,750,000)
Forfeited/Canceled/Expired | shares
Unvested - June 30, 2016 | shares
Unvested - December 31, 2015 | $ / shares
Granted | $ / shares	0.18
Vested | $ / shares	(0.18)
Forfeited/Canceled/Expired | $ / shares
Unvested - June 30, 2016 | $ / shares

Fair Value of Financial Instr43

Fair Value of Financial Instruments (Summary of Fair Value Measurements for Liabilities Measured on Recurring Basis) (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 380,000

Fair Value of Financial Instr44

Fair Value of Financial Instruments (Schedule of Fair Value Assumptions Used to Value Warrant Liability) (Details) - Warrant Liabilities [Member]	6 Months Ended
	Jun. 30, 2016$ / sharesshares
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Strike price	$ 0.25
Market price	$ 0.40
Expected life	5 years
Risk-free interest rate	1.01%
Dividend yield	0.00%
Volatility	100.00%
Warrants exercisable | shares	1,199,598

Fair Value of Financial Instr45

Fair Value of Financial Instruments (Summary of Changes in Fair Value of Level 3 Financial Liabilities) (Details)	6 Months Ended
	Jun. 30, 2016USD ($)
Fair Value Disclosures [Abstract]
Balance, Beginning
Initial value of warrant liability	380,000
Balance, ending	$ 380,000

Segment Information (Details)

Segment Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Segment Reporting Information [Line Items]
Membership fees and related services	$ 4,259,144	$ 6,754,247	$ 9,299,318	$ 13,542,927
Lead generation	1,415,958	2,760,022	2,935,549	5,519,126
Recruitment services	717,360	756,039	1,340,669	1,602,701
Products sales and other	404,590	64,736	491,583	300,429
Consumer advertising and marketing solutions	53,976	63,785	127,052	136,086
Total revenues	6,851,028	10,398,829	14,194,171	21,101,269
Loss from operations	(941,179)	(1,324,392)	(2,839,784)	(3,827,613)
Depreciation and amortization	811,232	870,273	1,678,242	1,805,196
Income tax (expense) benefit	(136,169)	(497,196)	(594,393)	(1,466,822)
Capital expenditures		37,751		64,154
Net loss	(806,269)	(778,279)	(2,245,907)	(2,321,157)
Goodwill	20,201,190		20,201,190		$ 20,201,190
Intangible assets, net	10,617,639		10,617,639		12,051,839
Total assets	37,370,308		37,370,308		41,427,816
PDN Network [Member]
Segment Reporting Information [Line Items]
Membership fees and related services
Lead generation
Recruitment services	717,360	756,039	1,340,669	1,602,701
Products sales and other
Consumer advertising and marketing solutions	53,976	63,785	127,052	136,086
Total revenues	771,336	819,824	1,467,721	1,738,787
Loss from operations	(289,066)	(636,691)	(720,892)	(1,236,595)
Depreciation and amortization	47,318	95,741	96,650	191,755
Income tax (expense) benefit	2,630	(229,652)	(150,909)	(466,632)
Capital expenditures
Net loss	(292,955)	(358,122)	(570,499)	(730,329)
Goodwill	339,451		339,451		339,451
Intangible assets, net	90,400		90,400		90,400
Total assets	2,324,978		2,324,978		4,167,229
NAPW Network [Member]
Segment Reporting Information [Line Items]
Membership fees and related services	4,259,144	6,754,247	9,299,318	13,542,927
Lead generation
Recruitment services
Products sales and other	404,590	64,736	491,583	300,429
Consumer advertising and marketing solutions
Total revenues	4,663,734	6,818,983	9,790,901	13,843,356
Loss from operations	(232,145)	(592,698)	(1,278,890)	(2,111,758)
Depreciation and amortization	697,166	728,821	1,469,230	1,522,213
Income tax (expense) benefit	18,059	(219,086)	(267,672)	(814,121)
Capital expenditures		33,869		50,216
Net loss	(250,204)	(343,612)	(1,011,218)	(1,297,637)
Goodwill	19,861,739		19,861,739		19,861,739
Intangible assets, net	10,155,906		10,155,906		11,502,106
Total assets	33,216,315		33,216,315		34,985,831
Noble Voice [Member]
Segment Reporting Information [Line Items]
Membership fees and related services
Lead generation	1,415,958	2,760,022	2,935,549	5,519,126
Recruitment services
Products sales and other
Consumer advertising and marketing solutions
Total revenues	1,415,958	2,760,022	2,935,549	5,519,126
Loss from operations	(419,968)	(125,003)	(840,002)	(479,260)
Depreciation and amortization	66,748	45,711	112,362	91,228
Income tax (expense) benefit	(156,858)	(48,458)	(175,812)	(186,069)
Capital expenditures		3,882		13,938
Net loss	(263,110)	$ (76,545)	(664,190)	$ (293,191)
Goodwill
Intangible assets, net	371,333		371,333		459,333
Total assets	$ 1,829,015		$ 1,829,015		$ 2,274,756

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Aug. 12, 2016	Aug. 10, 2016	Jun. 30, 2016	Dec. 31, 2015
Subsequent Event [Line Items]
Common stock, par value per share			$ 0.01	$ 0.01
Subsequent Event [Member] | Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Fee paid as consideration to shareholder for waiving participation rights		$ 15,000
Subsequent Event [Member] | Stock Purchase Agreement [Member]
Subsequent Event [Line Items]
Equity issuance, price per share	$ 1.20
Common stock, par value per share	$ .01
Percentage of common stock held by investors	51.00%
Number of potential shares that will be sold per Tender Offer	17,122,794
Amount held by Escrow Agent as security for potential termination fee obligations under Purchase Agreement	$ 1,700,000
Required reimbursement to investor if Purchase Agreement is terminated under certain circumstances	205,000
Required termination fee to investor if Purchase Agreement is terminated under certain circumstances	$ 615,000
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Maximum [Member]
Subsequent Event [Line Items]
Stock to be issued per Stock Purchase Agreement	2,500,000
Number of shares shareholder will have the right to sell to the investor	1,647,397