Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 13, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Professional Diversity Network, Inc. | |
Entity Central Index Key | 0001546296 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,819,843 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 858,875 | $ 633,615 |
Accounts receivable, net | 453,112 | 720,750 |
Incremental direct costs | 16,876 | 33,258 |
Prepaid expense and other current assets | 365,640 | 240,763 |
Current assets from discontinued operations | 3,940 | 75,996 |
Total current assets | 1,698,443 | 1,704,382 |
Property and equipment, net | 8,546 | 21,188 |
Capitalized technology, net | 54,177 | 95,884 |
Goodwill | 339,451 | 339,451 |
Intangible assets, net | 414,281 | 452,385 |
Right-of-use assets | 14,326 | 93,251 |
Merchant reserve | 760,849 | 760,849 |
Security deposits | 15,033 | 15,033 |
Long-term assets from discontinued operations | 2,846,658 | 3,109,200 |
Total assets | 6,151,764 | 6,591,623 |
Current Liabilities: | ||
Accounts payable | 856,976 | 796,137 |
Accrued expenses | 1,633,789 | 654,169 |
Deferred revenue | 1,321,125 | 1,699,001 |
Short-term loan | 162,770 | |
Lease liability, current portion | 16,016 | 105,083 |
Current liabilities from discontinued operations | 323,276 | 564,044 |
Total current liabilities | 4,313,952 | 3,818,434 |
Long-term loan | 488,308 | |
Deferred tax liability | 202,833 | 221,254 |
Total liabilities | 5,005,093 | 4,039,688 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Common stock, $0.01 par value; 45,000,000 shares authorized, 11,339,407 shares and 8,928,611 shares issued as of June 30, 2020 and December 31, 2019, and 11,338,359 and 8,927,563 shares outstanding as of June 30, 2020 and December 31, 2019 | 113,384 | 89,286 |
Additional paid in capital | 93,000,285 | 91,126,784 |
Accumulated other comprehensive income | 72,347 | 44,242 |
Accumulated deficit | (92,002,228) | (88,671,260) |
Treasury stock, at cost; 1,048 shares at June 30, 2020 and December 31, 2019 | (37,117) | (37,117) |
Total stockholders' equity | 1,146,671 | 2,551,935 |
Total liabilities and stockholders' equity | $ 6,151,764 | $ 6,591,623 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 11,339,407 | 8,928,611 |
Common stock, shares outstanding | 11,338,359 | 8,927,563 |
Treasury stock, shares | 1,048 | 1,048 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | ||||
Total revenues | $ 951,830 | $ 1,324,162 | $ 1,934,127 | $ 2,631,489 |
Costs and expenses: | ||||
Cost of revenues | 169,920 | 226,925 | 343,397 | 410,584 |
Sales and marketing | 459,106 | 469,377 | 984,075 | 1,165,144 |
General and administrative | 2,074,069 | 1,174,289 | 3,734,923 | 2,252,189 |
Depreciation and amortization | 47,848 | 217,334 | 99,849 | 434,517 |
Total costs and expenses | 2,750,943 | 2,087,925 | 5,162,244 | 4,262,434 |
Loss from continuing operations | (1,799,113) | (763,763) | (3,228,117) | (1,630,945) |
Other income (expense) | ||||
Interest expense | (11,599) | (14,182) | ||
Interest and other income | 5,550 | 376,068 | 6,214 | 376,068 |
Other income (expense), net | 5,550 | 364,469 | 6,214 | 361,886 |
Loss before income tax benefit | (1,793,563) | (399,294) | (3,221,903) | (1,269,059) |
Income tax benefit | (12,512) | (10,236) | (18,421) | (75,869) |
Loss from continuing operations | (1,781,051) | (389,058) | (3,203,482) | (1,193,190) |
Loss from discontinued operations | (57,821) | (382,176) | (127,486) | (737,413) |
Net loss | (1,838,872) | (771,234) | (3,330,968) | (1,930,603) |
Other comprehensive loss: | ||||
Net loss | (1,838,872) | (771,234) | (3,330,968) | (1,930,603) |
Foreign currency translation adjustment | (11,768) | (9,349) | 28,105 | 13,686 |
Comprehensive loss: | $ (1,850,640) | $ (780,583) | $ (3,302,863) | $ (1,916,917) |
Basic and diluted loss per share: | ||||
Continuing operations | $ (0.16) | $ (0.08) | $ (0.32) | $ (0.23) |
Discontinued operations | (0.01) | (0.08) | (0.01) | (0.14) |
Net loss | $ (0.17) | $ (0.16) | $ (0.33) | $ (0.37) |
Weighted average outstanding shares used in computing net loss per common share: | ||||
Basic and diluted | 10,933,614 | 5,074,480 | 9,951,759 | 5,117,098 |
Membership Fees and Related Services [Member] | ||||
Revenues: | ||||
Total revenues | $ 353,408 | $ 633,914 | $ 737,239 | $ 1,428,453 |
Recruitment Services [Member] | ||||
Revenues: | ||||
Total revenues | 572,233 | 651,046 | 1,138,920 | 1,125,306 |
Products Sales and Other [Member] | ||||
Revenues: | ||||
Total revenues | 1,899 | 1,143 | 3,330 | 3,955 |
Consumer Advertising and Marketing Solutions [Member] | ||||
Revenues: | ||||
Total revenues | $ 24,290 | $ 38,059 | $ 54,638 | $ 73,775 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Loss from continuing operations | $ (3,203,482) | $ (1,193,190) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities - continuing operations: | ||
Depreciation and amortization | 99,849 | 434,517 |
Deferred tax benefit | (18,421) | (77,444) |
Amortization of right-of-use asset | 78,925 | 75,271 |
Accretion of lease liability | 2,217 | 5,872 |
Stock-based compensation expense | 397,599 | 98,689 |
Litigation settlement reserve | 708,422 | |
Write-off of accounts payable | (375,997) | |
Write-off of property and equipment | 1,385 | |
Recovery of bad debt expense | (2,025) | |
Payment of lease obligations | (91,284) | (88,421) |
Changes in operating assets and liabilities, net of effects of discontinued operations: | ||
Accounts receivable | 267,638 | 386,898 |
Prepaid expenses and other current assets | (124,877) | 29,685 |
Incremental direct costs | 16,382 | (20,345) |
Accounts payable | 60,839 | (224,536) |
Accrued expenses | 271,198 | (99,631) |
Deferred revenue | (377,876) | (432,597) |
Net cash used in operating activities - continuing operations | (1,912,871) | (1,481,869) |
Net cash provided by operating actvities - discontinued operations | 44,178 | 406,414 |
Net cash used in operating activities | (1,868,693) | (1,075,455) |
Cash flows from investing activities: | ||
Costs incurred to develop technology | (3,701) | (2,500) |
Purchases of property and equipment | (3,695) | |
Net cash used in investing activities - continuing operations | (7,396) | (2,500) |
Net cash used in investing actvities - discontinued operations | ||
Net cash provided used in investing activities | (7,396) | (2,500) |
Cash flows from financing activities: | ||
Proceeds from the sale of common stock | 1,500,000 | 1,597,815 |
Proceeds from short-term loan | 651,078 | |
Proceeds from short-term loan - related party | 400,000 | |
Repayment from short-term loan - related party | (200,000) | |
Repayment of note payable - related party | (292,882) | |
Proceeds from line of credit - related party | 292,882 | |
Net cash provided by financing activities - continuing operations | 2,151,078 | 1,797,815 |
Net cash provided by (used in) financing actvities - discontinued operations | ||
Net cash provided by financing activities | 2,151,078 | 1,797,815 |
Effect of exchange rate fluctuations on cash and cash equivalents | (49,729) | 13,686 |
Net increase in cash and cash equivalents | 225,260 | 733,546 |
Cash, cash equivalents, beginning of period | 633,615 | 105,670 |
Cash and cash equivalents, end of period | 858,875 | 839,216 |
Supplemental disclosures of other cash flow information: | ||
Cash paid for income taxes | $ 8,594 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 48,562 | $ 83,728,903 | $ (84,826,796) | $ (37,117) | $ (24,340) | $ (1,110,788) |
Beginning balance, shares at Dec. 31, 2018 | 4,856,213 | 1,048 | ||||
Sale of common stock | $ 7,370 | 1,590,445 | 1,597,815 | |||
Sale of common stock, shares | 737,031 | |||||
Conversion of note payable - related party | $ 2,092 | 497,908 | 500,000 | |||
Conversion of note payable - related party, shares | 209,205 | |||||
Issuance of common stock for settlement of acounts payable | $ 306 | 98,664 | 98,970 | |||
Issuance of common stock for settlement of acounts payable, shares | 30,640 | |||||
Issuance of vested restricted shares | $ 278 | (278) | ||||
Issuance of vested restricted shares, shares | 27,761 | |||||
Share-based compensation | 98,689 | 98,689 | ||||
Translation adjustments | 13,686 | 13,686 | ||||
Net loss | (1,930,603) | (1,930,603) | ||||
Ending balance at Jun. 30, 2019 | $ 58,608 | 86,014,331 | (86,757,399) | $ (37,117) | (10,654) | (732,231) |
Ending balance, shares at Jun. 30, 2019 | 5,860,850 | 1,048 | ||||
Beginning balance at Dec. 31, 2019 | $ 89,286 | 91,126,784 | (88,671,260) | $ (37,117) | 44,242 | 2,551,935 |
Beginning balance, shares at Dec. 31, 2019 | 8,928,611 | 1,048 | ||||
Sale of common stock | $ 22,518 | 1,477,482 | 1,500,000 | |||
Sale of common stock, shares | 2,251,737 | |||||
Issuance of vested restricted shares | $ 1,580 | (1,580) | ||||
Issuance of vested restricted shares, shares | 158,011 | |||||
Share-based compensation | 397,599 | 397,599 | ||||
Translation adjustments | 28,105 | 28,105 | ||||
Net loss | (3,330,968) | (3,330,968) | ||||
Ending balance at Jun. 30, 2020 | $ 113,384 | $ 93,000,285 | $ (92,002,228) | $ (37,117) | $ 72,347 | $ 1,146,671 |
Ending balance, shares at Jun. 30, 2020 | 11,338,359 | 1,048 |
Basis of Presentation and Descr
Basis of Presentation and Description of Business | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Description of Business | 1. Basis of Presentation and Description of Business The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2019 Form 10-K. 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”). 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 networking organization for professional women, 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 through its website, as well as at events hosted at its local chapters across the country. In March 2020, our Board decided to suspend all China operations generated by the former CEO, Michael Wang. The results of China operations are presented in the condensed consolidated statements of operations and comprehensive loss as net loss from discontinued operations. On March 19, 2020, Jiangxi PDN Culture Media Co., Ltd. (“Jiangxi PDN”), a company established under the laws of the People’s Republic of China and a variable interest entity (VIE) controlled by Professional Diversity Network, Inc. (“PDN”), issued a Notice of Termination of the Agreement of Acquisition and Equity Transfer (the “Termination”). This Notice was exercised under Jiangxi PDN’s unilateral right and was delivered on March 19, 2020. Under the terms of the Termination, no additional due diligence shall be completed, any materials shall be returned to the respective owners, and there shall be no breakup fee or penalty associated with this Termination. We expect no further involvement in this matter. |
Going Concern and Management's
Going Concern and Management's Plans | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management's Plans | 2. Going Concern and Management’s Plans At June 30, 2020, the Company’s principal sources of liquidity were its cash and cash equivalents and the net proceeds from the sale of common stock during the six months ended June 30, 2020. The Company had an accumulated deficit of ($92,002,228) at June 30, 2020. During the three and six months ended June 30, 2020, the Company generated a net loss from continuing operations of ($1,781,051) and ($3,203,482), and used cash in continuing operations for the six months of $1,912,871. At June 30, 2020, the Company had a cash balance of $858,875. Total revenues were approximately $952,000 and $1,934,000 for the three and six months ended June 30, 2020. The Company had a working capital deficiency from continuing operations of approximately ($2,616,000) and ($2,114,000) at June 30, 2020 and December 31, 2019. These conditions 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 the Company’s ability to further implement its business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that its available cash on hand and cash flow from operations may not be sufficient to meet our working capital requirements for the next twelve months. In order to accomplish our business plan objectives, the Company will need to continue its cost reduction efforts, increase revenues, raising capital through the issuance of common stock, or through a strategic merger or acquisition. However, there can be no assurances that our business plans and actions will be successful, that we will generate anticipated revenues, or that unforeseen circumstances will not require additional funding sources or impact plans to conserve liquidity. Future efforts to improve liquidity through the issuance of our common stock may not be successful, or if available, they may not be negotiable on acceptable terms. On June 26, 2020, the Company entered into an agreement with an existing investor, Malven Group Limited, in connection with the purchase of 312,500 shares of common stock of the Company at a price of $3.20 per share for gross proceeds of $1,000,000. The closing date of the transaction was June 29, 2020 and the gross proceeds of $1,000,000 were received in July 2020. On July 27, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with three institutional accredited investors. Pursuant to the Agreement, the Company offered and sold 1,481,484 shares of its common stock at a per share price of $1.35 for gross proceeds of approximately $2,000,000 pursuant to the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-227249) (the “Transaction”). The Transaction closed on July 29, 2020 and the Company received net proceeds of $1,814,353, after deducting financial advisory, legal and escrow related fees. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation - Use of Estimates – Significant estimates underlying the financial statements include the fair value of acquired assets and liabilities associated with acquisitions; the assessment of goodwill for impairment, intangible assets and long-lived assets for impairment; allowances for doubtful accounts, and assumptions related to the valuation allowances on deferred taxes, impact of applying the revised federal tax rates on deferred taxes, the valuation of stock-based compensation and the valuation of stock warrants. Cash Equivalents - Accounts Receivable - Incremental Direct Costs PDN Network sales commission agency commission over service capitalized Property and Equipment - Capitalized Technology Costs - Business Combinations - Goodwill and Intangible Assets - Goodwill is tested for impairment at the reporting unit level on an annual basis (December 31 for the Company) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company considers its market capitalization and the carrying value of its assets and liabilities, including goodwill, when performing its goodwill impairment test. When conducting its annual goodwill impairment assessment, the Company initially performs a qualitative evaluation of whether it is more likely than not that goodwill is impaired. If it is determined by a qualitative evaluation that it is more likely than not that goodwill is impaired, the Company then compares the fair value of the Company’s reporting unit to its carrying or book value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and the Company is not required to perform further testing. If the carrying value of a reporting unit exceeds its fair value, the Company will measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Treasury Stock 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 deferred revenue and are recognized as revenue ratably over the 12-month membership period. Members who are enrolled in this 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. We also offer a monthly membership for which we collect fees on a monthly basis and we recognize revenue in the same month as we collect the monthly fees. 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. Deferred Revenue – 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. Direct sales to customers are most typically a twelve-month contract for services and as such the revenue for each contract is recognized ratably over its twelve-month term. Event revenue is recognized in the month that the event takes place and e-commerce sales are for one-month job postings and the revenue from those sales are recognized in the month the sale is made. Our recruitment services mainly consist of the following products: ● On-line job postings to our diversity sites and to our broader network of websites including the National Association for the Advancement of Colored People, National Urban League and over 20 other partner organizations ● OFCCP job promotion and recordation services ● Diversity job fairs, both in person and virtual fairs ● Diversity recruitment job advertising services ● Cost per application, a service that employers can purchase whereby PDN sources qualified candidates and charges only for those applicants who meet the employers’ minimum qualifications ● Diversity executive staffing services Product Sales and Other Revenue Products offered to members relate to custom made plaques. Product sales are recognized as 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 consolidated statements of operations. Education and Training The Company works with its business partners to provide education and training seminars to business people in China. Revenues are recognized in the month when the seminar takes place. 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. Consumer advertising and marketing solutions revenue is recognized as jobs are posted to their hosted sites. The Company’s partner organizations include NAACP and National Urban League,VetJobs, among others. Discontinued Operations China Operations On November 25, 2019, PDN China received a Seizure Decision Notice (the “Notice”) from the Yuexiu District Branch of the Police Department of Guangzhou City, the People’s Republic of China. The Notice stated that it is necessary to seize the assets of PDN China in connection with the criminal investigation of alleged illegal public fund raising by Gatewang Group (the “Gatewang Case”), a separate company organized under the laws of the People’s Republic of China (“Gatewang”), with which Mr. Maoji (Michael) Wang, the former Chairman and CEO of the Company (“Michael Wang”) is affiliated, who was subsequently held in custody by the local police department. In response to such events, on December 12, 2019 the Company’s Board of Directors (the “Board”) established the Special Committee to investigate the situation, and retained the international law firm of King & Wood Mallesons (“KWM”) to assist the Special Committee in connection with the Special Committee’s investigation of the Company’s operations in the People’s Republic of China and related events, in collaboration with the Company’s external auditor Ciro E. Adams CPA LLC. KWM conducted extensive research into public records in China, and interviewed the relevant divisions of the Public Security Bureau in China and any related witnesses in relation to the operations and specific transactions that had some relationship to the Gatewang entities. On April 16, 2020, based upon the information obtained, the investigation team concluded that it did not find any evidence that the Company or PDN China engaged in any criminal activity of illegal fund raising as alleged against Gatewang. The Investigation also revealed that three entities and two individuals (the “Payors”), who appeared to be related to Gatewang, collectively paid RMB 14.25 million to PDN China on behalf of EGBT Foundation Ltd., a private placement investor that purchased 1,265,823 shares of the Company’s common stock (approximately 11.6%) in September 2019 (the “EGBT Transaction”). To the knowledge of the Investigation team, the bank account holding the proceeds of the EGBT Transaction is still frozen by the Chinese authorities. The seizure of PDN China office by the local police was lifted on March 23, 2020. These funds, approximately $2.89 million dollars (USD) continue to be subject to the PRC government’s jurisdiction. If the source of funds is actually (or perceived to be) connected to Gatewang, the Chinese authorities may not unfreeze PDN China’s bank account. If and when the bank account is unfrozen, the Company will consider whether the EGBT Transaction needs to be unwound or further documented to be in full compliance with applicable law. The Company’s operations in China have been suspended since December 2019. On March 4, 2020 the Board decided to discontinue all of the Company’s operations in the People’s Republic of China, namely PDN (China) International Culture Development Co. Ltd., a wholly owned subsidiary of the Company, Jiangxi PDN Culture Media Co., Ltd. (“PDN Jiangxi”), a variable interest entity controlled by of the Company, and the joint venture between PDN Jiangxi, Guangzhou Zengcheng District Zhili Education Training Center, and Guangzhou Angye Education Consulting Co. Ltd. All historical operating results for the Company’s China operations are included in a loss from discontinued operations, net of tax, in the accompanying statement of operations. For the three and six months ended June 30, 2020, loss from discontinued operations was approximately ($58,000) and ($127,000), compared to a loss from discontinued operations of ($382,000) and ($737,000) for the three and six months ended June 30, 2019. Assets and liabilities of China operations are now included in current assets and long-term assets from discontinued operations, and current liabilities and long-term liabilities from discontinued operations. As of June 30, 2020, current assets from discontinued operations were approximately $4,000, compared to approximately $76,000 as of December 31, 2019, and long-term assets from discontinued operations were approximately $2,847,000 at June 30, 2020, compared to approximately $3,109,000 as of December 31, 2019. As of June 30, 2020, current liabilities from discontinued operations were approximately $323,000, compared to approximately $564,000 as of December 31, 2019. Operating Results of Discontinued Operations The following table represents the components of operating results from discontinued operations, as presented in the statements of operations and comprehensive loss for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenues $ - $ 2,305 $ - $ 41,483 Cost of Sales 7,787 13,027 15,143 29,625 Depreciation and amortization 1,676 4,207 1,676 8,446 Sales and marketing 80,425 69,424 105,114 154,404 General and administrative (37,620 ) 300,251 - 583,299 Non-operating (expense) income (5,553 ) 9,811 (5,553 ) 4,261 Loss from discontinued operations before income tax (57,821 ) (374,793 ) (127,486 ) (730,030 ) Income tax expense - 7,383 - 7,383 Net loss from discontinued operations $ (57,821 ) $ (382,176 ) $ (127,486 ) $ (737,413 ) Advertising and Marketing Expenses – Concentrations of Credit Risk - Income Taxes - ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with ASC 740-20 and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential income tax examinations by federal or state authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2016 through 2019. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of June 30, 2020. Fair Value of Financial Assets and Liabilities - Net Loss per Share - As of June 30, 2020 2019 Warrants to purchase common stock 125,000 153,907 Stock options 66,126 319,126 Unvested restricted stock 206,775 66,593 Total dilutive securities 397,901 539,626 Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (ASU 2019-02): Simplifying the Accounting for Income Taxes which simplifies the accounting for income taxes by removing certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and by clarifying and amending existing guidance in order to improve consistent application of and simplify GAAP for other areas of Topic 740. ASU 2019-12 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the adoption of this pronouncement guidance. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reportin |
Capitalized Technology
Capitalized Technology | 6 Months Ended |
Jun. 30, 2020 | |
Research and Development [Abstract] | |
Capitalized Technology | 4. Capitalized Technology Capitalized Technology, net is as follows: June 30, December 31, 2020 2019 Capitalized cost: Balance, beginning of period $ 2,165,545 $ 2,163,044 Additional capitalized cost 3,700 2,501 Balance, end of period 2,169,245 2,165,545 Accumulated amortization: Balance, beginning of period $ 2,104,740 $ 1,968,213 Provision for amortization 10,328 101,448 Balance, end of period 2,115,068 2,069,661 Capitalized Technology, net 54,177 95,884 For the three months ended June 30, 2020 and 2019, amortization expense was approximately $3,700 and $25,000, and was approximately $10,000 and $51,000 for the six months ended June 30, 2020 and 2019. Amortization of capitalized technology is recorded in depreciation and amortization expense in the accompanying statements of operations. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible assets, net was as follows: Gross Useful Lives Carrying Accumulated Net Carrying June 30, 2020 (Years) Amount Amortization Amount Long-lived intangible assets: Sales Process 10 $ 2,130,956 $ (1,807,075 ) $ 323,881 Paid Member Relationships 5 803,472 (803,472 ) - Member Lists 5 8,086,181 (8,086,181 ) - Developed Technology 3 648,000 (648,000 ) - Trade Name/Trademarks 4 440,000 (440,000 ) - 12,108,609 (11,784,728 ) 323,881 Indefinite-lived intangible assets: Trade name 90,400 Intangible assets, net $ 414,281 Gross Useful Lives Carrying Accumulated Net Carrying December 31, 2019 (Years) Amount Amortization Amount Long-lived intangible assets: Sales Process 10 $ 2,130,956 $ (1,768,971 ) $ 361,985 Paid Member Relationships 5 803,472 (803,472 ) - Member Lists 5 8,086,181 (8,086,181 ) - Developed Technology 3 648,000 (648,000 ) - Trade Name/Trademarks 4 440,000 (440,000 ) - 12,108,609 (11,746,624 ) 361,985 Indefinite-lived intangible assets: Trade name 90,400 Intangible assets, net $ 452,385 As of June 30, 2020, estimated amortization expense in future fiscal years is summarized as follows: Year ended December 31, Remaining of 2020 $ 38,103 2021 76,207 2022 76,207 2023 76,207 2024 and thereafter 57,157 $ 323,881 For the three months ended June 30, 2020 and 2019, amortization expense was approximately $19,000 and $183,000. For the six months ended June 30, 2020 and 2019, amortization expenses was $38,000 and $366,000. Intangible amortization expense is recorded in depreciation and amortization expense in the accompanying statements of operations. |
Revolving Credit Facility - Rel
Revolving Credit Facility - Related Party | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility - Related Party | 6. Revolving Credit Facility – Related Party On November 16, 2018, the Company entered into a revolving credit facility agreement with GNet Tech Holdings Public Limited Company (GNet), “), under which we can draw up to GBP £1,500,000 (approximately $2,000,000). Interest is payable on any outstanding principal balance at a rate equal to the LIBOR rate plus 4%. Amounts drawn under this facility are payable at the end of one, three, or six months periods at the election of the Company. On January 14, 2019, the Company drew $293,000 under this facility and repaid it on June 7, 2019. On May 31, 2020, the revolving credit facility expired and the Company did not renew this credit facility. |
Loan
Loan | 6 Months Ended |
Jun. 30, 2020 | |
Loan | |
Loan | 7. Loan The CARES Act was enacted on March 27, 2020. Among the provisions contained in the CARES Act was the creation of the Paycheck Protection Program (“PPP”) that provides for under the Small Business Administration (“SBA”) Section 7(a) loans for qualified small businesses. PPP loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves, rent, utilities and interest on certain other outstanding debt. The amount that will be forgiven will be calculated in part with reference to the Company’s full-time headcount during the eight-week period following the funding of the PPP loan. The Company applied for the PPP loan and on May 5, 2020, the Company received total proceeds of $651,077 from the SBA. In accordance with the loan forgiveness requirements under the CARES Act, the Company intends to use the proceeds from the PPP Loan primarily for payroll costs, rent and utilities. The Company will be applying for loan forgiveness during the third quarter of 2020 and anticipates that 100% of the PPP Loan will be forgiven by the SBA. Until such time as the PPP Loan is fully or partially forgiven, the Company has recorded the receipts under the PPP Loan as a short-term and long-term loan in its condensed consolidated balance sheets. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities As of June 30, 2020 and December 31, 2019, accrued liabilities consisted of the following: As of June 30, December 31, 2020 2019 Litigation reserve $ 1,246,002 $ 348,000 Accrued payroll 137,193 72,166 Accrued legal fees 80,208 69,896 Accrued Board of Director fees 57,378 50,364 Accrued revenue sharing agreements 49,939 43,844 Other 63,069 69,899 Total accrued liabilities $ 1,633,789 $ 654,169 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Lease Obligations - As of June 30, 2020, right of use assets were $14,326 and current lease obligations were $16,016. PDN China’s bank account with balance of approximately $2.89 million was frozen by Guangzhou Police due to the Gatewang Case. The Company has classified this entire cash balance as a long-term asset and is classified in discontinued operations. Legal Proceedings In a letter dated October 12, 2017, White Winston Select Asset Funds (“White Winston”) threatened to assert claims against the Company in excess of $2 million based on White Winston’s contention that the Company’s conduct delayed White Winston’s ability to sell shares in the Company during a period when the Company’s stock price was generally falling. On April 30, 2018, White Winston filed a lawsuit, entitled White Winston Select Asset Funds, LLC v. Professional Diversity Network, Inc., No. 18-cv-10844, (the “Federal Action”) in the United States District Court for the District of Massachusetts, asserting federal jurisdiction based on diversity of citizenship. The four-count complaint in the Federal Action alleged that White Winston is entitled to recover compensatory damages of $1,708,233, plus attorneys’ fees, treble damages and other amounts. White Winston served the complaint on July 12, 2018, and the Company moved to dismiss the entire action for failure to state a claim. On October 15, 2018, prior to addressing the motion to dismiss, the Court issued an order noting that White Winston (which is a limited liability company) had failed to allege the citizenship of its members and ordered White Winston to show cause that complete diversity exists between the parties and that the Court had jurisdiction. On October 23, 2018, White Winston dismissed the Federal Action without prejudice. On December 18, 2018, White Winston filed a complaint in Massachusetts Superior Court in Suffolk County in Boston alleging the same claims and rights to relief as in the Federal Action. The Company has moved to once again to dismiss the complaint in its entirety for failure to state a claim. The entire motion package, comprised of the Company’s motion to dismiss and accompanying memorandum, White Winston’s opposition, and the Company’s reply brief, were filed with the court on Monday, March 25, 2019. This motion was not granted. We have since then substantially completed all of the discovery process and will begin expert witness disclosures. The Company denies liability for all claims and has entered into settlement negotiations. NAPW is a defendant in a Nassau County (NY) Supreme Court case, whereby TL Franklin Avenue Plaza LLC has sued NAPW Case index No. LT-000421/2018, with respect to NAPW’s former Garden City NY Premises. NAPW had surrendered the Premises to the Landlord, and the Landlord has obtained a judgment against NAPW in the amount of $746,142.41. As a result of the judgement order, the Company recorded a $780,000 litigation settlement reserve in the second quarter of 2020, which reflected the judgement order in addition to imputed interest costs and legal fees. NAPW is currently negotiating a settlement with the Landlord. The Company and its wholly-owned subsidiary, NAPW, Inc., are parties to a proceeding captioned Deborah Bayne, et al. vs. NAPW, Inc. and Professional Diversity Network, Inc., No. 18-cv-3591 (E.D.N.Y.), filed on June 20, 2018 and alleging violations of the Fair Labor Standards Act and certain provisions of the New York Labor Law. The Company disputes that it or its subsidiary violated the applicable laws or that either entity has any liability and intends to vigorously defend against these claims. The matter is in the final stages of discovery and we have completed depositions of relevant witnesses. During the first quarter of 2020, the Company recorded a $450,000 litigation settlement reserve in the event of an unfavorable outcome in this proceeding. The Company is engaged in settlement discussions. We are also generally subject to legal proceedings and litigation arising in the ordinary course of business. 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. |
CFL Transaction
CFL Transaction | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
CFL Transaction | 10. CFL Transaction On August 12, 2016, the Company entered into a stock purchase agreement (the “Purchase Agreement”), with CFL, a Republic of Seychelles company wholly-owned by a group of Chinese investors. Pursuant to the Purchase Agreement, the Company agreed to issue and sell to CFL (the “Share Issuance and Sale”), and CFL agreed to purchase, at a price of $9.60 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”). On November 7, 2016, the Company consummated the Share Issuance and Sale of 1,777,417 shares of its common stock to CFL at a price of $9.60 per share, pursuant to the terms of the Purchase Agreement, dated August 12, 2016. In addition, on November 7, 2016, the Company completed the purchase of 312,500 shares of its common stock at a price of $9.60 per share, net to the seller in cash, pursuant to the Tender Offer. The Company received approximately $9,000,000 in net proceeds from the Share Issuance and Sale, after the payment for the shares repurchased in the Tender Offer, the repayment of all amounts outstanding under the Master Credit Facility and the payment of transaction-related expenses. At the closing of the CFL Transaction, the Company entered into a Stockholders’ Agreement, dated November 7, 2016 (the “Stockholders’ Agreement”) with CFL and each of its shareholders: Maoji (Michael) Wang, Jingbo Song, Yong Xiong Zheng and Nan Kou (the “CFL Shareholders”). The Stockholders’ Agreement sets forth the agreement of the Company, CFL and the CFL Shareholders relating to board representation rights, transfer restrictions, standstill provisions, voting, registration rights and other matters following the closing of the Share Issuance and Sale (see Note 13). On November 15, 2019, CFL purchased additional 1,142,857 shares of the Company’s common stock for $1.75 per share for gross proceeds of $2,000,000 from an existing shareholder. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Preferred Stock Common Stock On March 22, 2020, the Company entered into an agreement with Malven Group Limited, a company established under the laws of the British Virgin Islands, in connection with the purchase of 1,939,237 shares of common stock of the Company at a price of $0.7735 per share for gross proceeds of $1,500,000. The closing of the transaction took place on March 30, 2020. On June 26, 2020, the Company entered into a second agreement with Malven Group Limited, in connection with the purchase of 312,500 shares of common stock of the Company at a price of $3.20 per share for gross proceeds of $1,000,000. The closing of the transaction took place on June 29, 2020, however, all the proceeds from this sale were not received until July 24, 2020. The resulting increase in Stockholders’ Equity from this stock sale is reflected when the proceeds were received. See Note 15. Subsequent Events. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation Equity Incentive Plans Stock Options The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The risk free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average long-term implied volatilities of peer companies, the expected life is based on the estimated average of the life of options using the simplified method, and forfeitures are estimated on the date of grant based on certain historical data. The Company utilizes the simplified method to determine the expected life of its options due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The following table summarizes the Company’s stock option activity for the six months ended June 30, 2020 and 2019: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding - January 1, 2020 295,793 $ 8.88 7.5 $ - Granted 30,000 3.69 10.0 Exercised - - - Forfeited (259,667 ) 9.21 - Outstanding - June 30, 2020 66,126 $ 5.24 8.8 $ - Exercisable at June 30, 2020 26,126 $ 8.18 7.5 $ - Weighted Weighted Average Average Remaining Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding - January 1, 2019 499,439 $ 6.94 $ 9.0 $ - Granted 30,000 2.23 - Exercised - - - Forfeited (210,313 ) 3.98 - Outstanding - June 30, 2019 319,126 $ 8.44 8.1 $ 8,400 Exercisable at June 30, 2019 252,459 $ 9.97 7.8 $ 2,800 The fair value of stock options granted during the six months ended June 30, 2020 were estimated on the date of grant using the Black-Scholes option pricing model. The fair value of stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of share options were estimated using the following assumptions: Six Months Ended June 30, 2020 Expected dividend yield - Risk-free interest rate 0.33 % Expected volatility 111.55 % Expected term (in years) 5.75 Grant-date fair value of stock options awarded $ 3.03 During the six months ended June 30, 2020, vested stock options of 259,667 with a weighted average exercise price of $9.21 were forfeited. Total unrecognized pre-tax stock-based compensation expense related to unvested stock options at June 30, 2020 was $102,297, which is expected to be recognized through the second quarter of 2023. Warrants As of June 30, 2020 and December 31, 2019, 125,000 warrants were outstanding and exercisable with an exercise price of $20.00 per share. The aggregate intrinsic value was $0 and the warrants are scheduled to expire on December 27, 2021. Restricted Stock As of June 30, 2020 and 2019, the following is a summary of restricted stock activity: Number of Shares Outstanding - January 1, 2020 27,319 Granted 306,775 Forfeited - Vested (127,319 ) Outstanding - June 30, 2020 206,775 Number of Shares Outstanding - January 1, 2019 60,651 Granted 47,568 Forfeited (13,865 ) Vested (27,761 ) Outstanding - June 30, 2019 66,593 During the six months ended June 30, 2020, 127,319 in restricted stock units vested. During the six months ended June 30, 2020, 306,775 restricted stock units were granted, of which 100,000 restricted stock units vested upon date of grant. Additionally, the Company recorded non-cash pre-tax stock-based compensation expense of $374,397 and $72,570 for the six months ended June 30, 2020 and June 30, 2019, as a component of general and administrative expenses in the accompanying statements of operations, pertaining to restricted stock. Total unrecognized pre-tax stock-based compensation expense related to unvested restricted stock at June 30, 2020 was $757,603 and is expected to be recognized through the second quarter of 2022. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company’s quarterly income tax provision is based upon an estimated annual income tax rate. The Company’s quarterly provision for income taxes also includes the tax impact of discrete items, if any, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. During the three months ended June 30, 2020 and 2019, the Company recorded a benefit for income tax from continuing operations of $12,512 and $10,236. For the six months ended June 30, 2020 and 2019, the Company recorded a benefit for income tax of $18,421 and $75,869. The increase in income tax benefit during the current period was primarily due to an increase in discrete tax item associated with stock-based compensation expense in addition to a reduction in our valuation allowance The valuation allowance at June 30, 2020 was approximately $8,263,000. The net change in the valuation allowance during the three months ended June 30, 2020 was an increase of approximately $562,000. 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 considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a valuation allowance as of June 30, 2020. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information Beginning on May 26, 2018, the Company operated in the following segments: (A) United States: (i) PDN Network and (ii) NAPW Network, (B) China Operations, and (C) Corporate Overhead. The segments are categorized based on their business activities and organization. On March 4, 2020, the Company’s Board of Directors decided to suspend all China operations. As of December 31, 2019, the Company operated in the following segments: (i) NAPW Network, (ii) PDN Network and (iii) Corporate Overhead. Accordingly, all financial results for Noble Voice and China Operations have been reclassified from the Company’s reportable segments to discontinued operations for all periods presented. The following tables present key financial information of the Company’s reportable segments as of June 30, 2020 and December 31, 2019 and for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 PDN NAPW Corporate PDN NAPW Corporate Network Network Overhead Consolidated Network Network Overhead Consolidated Membership fees and related services $ - $ 353,408 $ - $ 353,408 $ - $ 737,239 $ - $ 737,239 Recruitment services 572,233 - - 572,233 1,138,920 - - 1,138,920 Products sales and other - 1,899 - 1,899 - 3,330 - 3,330 Consumer advertising and marketing solutions 24,290 - - 24,290 54,638 - - 54,638 Total revenues 596,523 355,307 - 951,830 1,193,558 740,569 - 1,934,127 Loss from continuing operations (82,526 ) (370,196 ) (1,346,391 ) (1,799,113 ) (232,550 ) (438,306 ) (2,557,261 ) (3,228,117 ) Depreciation and amortization 11,835 36,013 - 47,848 26,510 73,339 - 99,849 Income tax benefit (121 ) (2,201 ) (10,190 ) (12,512 ) (1,072 ) (2,608 ) (14,741 ) (18,421 ) Net loss from continuing operations (76,855 ) (367,995 ) (1,336,201 ) (1,781,051 ) (225,264 ) (435,698 ) (2,542,520 ) (3,203,482 ) As of June 30, 2020 Goodwill $ 339,451 $ - $ - $ 339,451 Intangibles assets, net 90,400 323,881 - 414,281 Assets from continuing operations 2,103,830 1,197,336 - 3,301,166 Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 PDN NAPW Corporate PDN NAPW Corporate Network Network Overhead Consolidated Network Network Overhead Consolidated Membership fees and related services $ - $ 633,914 $ - $ 633,914 $ - $ 1,428,453 $ - $ 1,428,453 Recruitment services 651,046 - - 651,046 1,125,306 - - 1,125,306 Products sales and other - 1,143 - 1,143 - 3,955 - 3,955 Consumer advertising and marketing solutions 38,059 - - 38,059 73,775 - - 73,775 Total revenues 689,105 635,057 - 1,324,162 1,199,081 1,432,408 - 2,631,489 Loss from continuing operations (19,545 ) (44,245 ) (699,973 ) (763,763 ) (191,021 ) (151,976 ) (1,287,948 ) (1,630,945 ) Depreciation and amortization 15,891 201,443 - 217,334 31,632 402,885 - 434,517 Income tax benefit 24,110 (1,037 ) (33,309 ) (10,236 ) 10,975 (9,166 ) (77,678 ) (75,869 ) Net loss from continuing operations 320,814 (43,208 ) (666,664 ) (389,058 ) 159,890 (142,810 ) (1,210,270 ) (1,193,190 ) As of December 31, 2019 Goodwill $ 339,451 $ - $ - $ 339,451 Intangibles assets, net 90,400 361,985 - 452,385 Assets from continuing operations 2,151,734 1,254,693 - 3,406,427 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On June 26, 2020, the Company entered into a second agreement with an institutional investor for the sale of 312,500 shares of common stock of the Company at a price of $3.20 per share for net proceeds of $1,000,000. The closing of this transaction took place on June 29, 2020, however, all the proceeds from this sale were not received until July 24, 2020. On July 27, 2020, the Company entered into a Securities Purchase Agreement with three institutional accredited investors. The Company sold 1,481,484 shares of its common stock at a per share price of $1.35 and received net proceeds of $1,814,353 on July 27, 2020. Net proceeds from common stock sales received in July 2020: June 29, 2020, stock sale $ 1,000,000 July 27, 2020, stock sale 1,814,353 Total $ 2,814,353 The resulting increase in Stockholders’ Equity from this stock sale is reflected in the financial statements when the proceeds are received. With the receipt of the above net proceeds, the Company has regained compliance with NASDAQ listing requirements. NASDAQ will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement, and, if at the time of its next periodic report the Company does not evidence compliance, the Company may be subject to delisting. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation - |
Use of Estimates | Use of Estimates – Significant estimates underlying the financial statements include the fair value of acquired assets and liabilities associated with acquisitions; the assessment of goodwill for impairment, intangible assets and long-lived assets for impairment; allowances for doubtful accounts, and assumptions related to the valuation allowances on deferred taxes, impact of applying the revised federal tax rates on deferred taxes, the valuation of stock-based compensation and the valuation of stock warrants. |
Cash Equivalents | Cash Equivalents - |
Accounts Receivable | Accounts Receivable - |
Incremental Direct Costs | Incremental Direct Costs PDN Network sales commission agency commission over service capitalized |
Property and Equipment | Property and Equipment - |
Capitalized Technology Costs | Capitalized Technology Costs - |
Business Combinations | Business Combinations - |
Goodwill and Intangible Assets | Goodwill and Intangible Assets - Goodwill is tested for impairment at the reporting unit level on an annual basis (December 31 for the Company) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company considers its market capitalization and the carrying value of its assets and liabilities, including goodwill, when performing its goodwill impairment test. When conducting its annual goodwill impairment assessment, the Company initially performs a qualitative evaluation of whether it is more likely than not that goodwill is impaired. If it is determined by a qualitative evaluation that it is more likely than not that goodwill is impaired, the Company then compares the fair value of the Company’s reporting unit to its carrying or book value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and the Company is not required to perform further testing. If the carrying value of a reporting unit exceeds its fair value, the Company will measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. |
Treasury Stock | Treasury Stock |
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 deferred revenue and are recognized as revenue ratably over the 12-month membership period. Members who are enrolled in this 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. We also offer a monthly membership for which we collect fees on a monthly basis and we recognize revenue in the same month as we collect the monthly fees. 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. Deferred Revenue – 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. Direct sales to customers are most typically a twelve-month contract for services and as such the revenue for each contract is recognized ratably over its twelve-month term. Event revenue is recognized in the month that the event takes place and e-commerce sales are for one-month job postings and the revenue from those sales are recognized in the month the sale is made. Our recruitment services mainly consist of the following products: ● On-line job postings to our diversity sites and to our broader network of websites including the National Association for the Advancement of Colored People, National Urban League and over 20 other partner organizations ● OFCCP job promotion and recordation services ● Diversity job fairs, both in person and virtual fairs ● Diversity recruitment job advertising services ● Cost per application, a service that employers can purchase whereby PDN sources qualified candidates and charges only for those applicants who meet the employers’ minimum qualifications ● Diversity executive staffing services Product Sales and Other Revenue Products offered to members relate to custom made plaques. Product sales are recognized as 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 consolidated statements of operations. Education and Training The Company works with its business partners to provide education and training seminars to business people in China. Revenues are recognized in the month when the seminar takes place. 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. Consumer advertising and marketing solutions revenue is recognized as jobs are posted to their hosted sites. The Company’s partner organizations include NAACP and National Urban League,VetJobs, among others. |
Discontinued Operations | Discontinued Operations China Operations On November 25, 2019, PDN China received a Seizure Decision Notice (the “Notice”) from the Yuexiu District Branch of the Police Department of Guangzhou City, the People’s Republic of China. The Notice stated that it is necessary to seize the assets of PDN China in connection with the criminal investigation of alleged illegal public fund raising by Gatewang Group (the “Gatewang Case”), a separate company organized under the laws of the People’s Republic of China (“Gatewang”), with which Mr. Maoji (Michael) Wang, the former Chairman and CEO of the Company (“Michael Wang”) is affiliated, who was subsequently held in custody by the local police department. In response to such events, on December 12, 2019 the Company’s Board of Directors (the “Board”) established the Special Committee to investigate the situation, and retained the international law firm of King & Wood Mallesons (“KWM”) to assist the Special Committee in connection with the Special Committee’s investigation of the Company’s operations in the People’s Republic of China and related events, in collaboration with the Company’s external auditor Ciro E. Adams CPA LLC. KWM conducted extensive research into public records in China, and interviewed the relevant divisions of the Public Security Bureau in China and any related witnesses in relation to the operations and specific transactions that had some relationship to the Gatewang entities. On April 16, 2020, based upon the information obtained, the investigation team concluded that it did not find any evidence that the Company or PDN China engaged in any criminal activity of illegal fund raising as alleged against Gatewang. The Investigation also revealed that three entities and two individuals (the “Payors”), who appeared to be related to Gatewang, collectively paid RMB 14.25 million to PDN China on behalf of EGBT Foundation Ltd., a private placement investor that purchased 1,265,823 shares of the Company’s common stock (approximately 11.6%) in September 2019 (the “EGBT Transaction”). To the knowledge of the Investigation team, the bank account holding the proceeds of the EGBT Transaction is still frozen by the Chinese authorities. The seizure of PDN China office by the local police was lifted on March 23, 2020. These funds, approximately $2.89 million dollars (USD) continue to be subject to the PRC government’s jurisdiction. If the source of funds is actually (or perceived to be) connected to Gatewang, the Chinese authorities may not unfreeze PDN China’s bank account. If and when the bank account is unfrozen, the Company will consider whether the EGBT Transaction needs to be unwound or further documented to be in full compliance with applicable law. The Company’s operations in China have been suspended since December 2019. On March 4, 2020 the Board decided to discontinue all of the Company’s operations in the People’s Republic of China, namely PDN (China) International Culture Development Co. Ltd., a wholly owned subsidiary of the Company, Jiangxi PDN Culture Media Co., Ltd. (“PDN Jiangxi”), a variable interest entity controlled by of the Company, and the joint venture between PDN Jiangxi, Guangzhou Zengcheng District Zhili Education Training Center, and Guangzhou Angye Education Consulting Co. Ltd. All historical operating results for the Company’s China operations are included in a loss from discontinued operations, net of tax, in the accompanying statement of operations. For the three and six months ended June 30, 2020, loss from discontinued operations was approximately ($58,000) and ($127,000), compared to a loss from discontinued operations of ($382,000) and ($737,000) for the three and six months ended June 30, 2019. Assets and liabilities of China operations are now included in current assets and long-term assets from discontinued operations, and current liabilities and long-term liabilities from discontinued operations. As of June 30, 2020, current assets from discontinued operations were approximately $4,000, compared to approximately $76,000 as of December 31, 2019, and long-term assets from discontinued operations were approximately $2,847,000 at June 30, 2020, compared to approximately $3,109,000 as of December 31, 2019. As of June 30, 2020, current liabilities from discontinued operations were approximately $323,000, compared to approximately $564,000 as of December 31, 2019. Operating Results of Discontinued Operations The following table represents the components of operating results from discontinued operations, as presented in the statements of operations and comprehensive loss for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenues $ - $ 2,305 $ - $ 41,483 Cost of Sales 7,787 13,027 15,143 29,625 Depreciation and amortization 1,676 4,207 1,676 8,446 Sales and marketing 80,425 69,424 105,114 154,404 General and administrative (37,620 ) 300,251 - 583,299 Non-operating (expense) income (5,553 ) 9,811 (5,553 ) 4,261 Loss from discontinued operations before income tax (57,821 ) (374,793 ) (127,486 ) (730,030 ) Income tax expense - 7,383 - 7,383 Net loss from discontinued operations $ (57,821 ) $ (382,176 ) $ (127,486 ) $ (737,413 ) |
Advertising and Marketing Expenses | Advertising and Marketing Expenses – |
Concentrations of Credit Risk | Concentrations of Credit Risk - |
Income Taxes | Income Taxes - ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with ASC 740-20 and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential income tax examinations by federal or state authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2016 through 2019. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of June 30, 2020. |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities - |
Net Loss Per Share | Net Loss per Share - As of June 30, 2020 2019 Warrants to purchase common stock 125,000 153,907 Stock options 66,126 319,126 Unvested restricted stock 206,775 66,593 Total dilutive securities 397,901 539,626 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (ASU 2019-02): Simplifying the Accounting for Income Taxes which simplifies the accounting for income taxes by removing certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and by clarifying and amending existing guidance in order to improve consistent application of and simplify GAAP for other areas of Topic 740. ASU 2019-12 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the adoption of this pronouncement guidance. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reportin |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Operating Results of Discontinued Operations | The following table represents the components of operating results from discontinued operations, as presented in the statements of operations and comprehensive loss for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenues $ - $ 2,305 $ - $ 41,483 Cost of Sales 7,787 13,027 15,143 29,625 Depreciation and amortization 1,676 4,207 1,676 8,446 Sales and marketing 80,425 69,424 105,114 154,404 General and administrative (37,620 ) 300,251 - 583,299 Non-operating (expense) income (5,553 ) 9,811 (5,553 ) 4,261 Loss from discontinued operations before income tax (57,821 ) (374,793 ) (127,486 ) (730,030 ) Income tax expense - 7,383 - 7,383 Net loss from discontinued operations $ (57,821 ) $ (382,176 ) $ (127,486 ) $ (737,413 ) |
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, 2020 and 2019 excludes the potentially dilutive securities summarized in the table below because their inclusion would be anti-dilutive. As of June 30, 2020 2019 Warrants to purchase common stock 125,000 153,907 Stock options 66,126 319,126 Unvested restricted stock 206,775 66,593 Total dilutive securities 397,901 539,626 |
Capitalized Technology (Tables)
Capitalized Technology (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Research and Development [Abstract] | |
Schedule of Capitalized Technology | Capitalized Technology, net is as follows: June 30, December 31, 2020 2019 Capitalized cost: Balance, beginning of period $ 2,165,545 $ 2,163,044 Additional capitalized cost 3,700 2,501 Balance, end of period 2,169,245 2,165,545 Accumulated amortization: Balance, beginning of period $ 2,104,740 $ 1,968,213 Provision for amortization 10,328 101,448 Balance, end of period 2,115,068 2,069,661 Capitalized Technology, net 54,177 95,884 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net was as follows: Gross Useful Lives Carrying Accumulated Net Carrying June 30, 2020 (Years) Amount Amortization Amount Long-lived intangible assets: Sales Process 10 $ 2,130,956 $ (1,807,075 ) $ 323,881 Paid Member Relationships 5 803,472 (803,472 ) - Member Lists 5 8,086,181 (8,086,181 ) - Developed Technology 3 648,000 (648,000 ) - Trade Name/Trademarks 4 440,000 (440,000 ) - 12,108,609 (11,784,728 ) 323,881 Indefinite-lived intangible assets: Trade name 90,400 Intangible assets, net $ 414,281 Gross Useful Lives Carrying Accumulated Net Carrying December 31, 2019 (Years) Amount Amortization Amount Long-lived intangible assets: Sales Process 10 $ 2,130,956 $ (1,768,971 ) $ 361,985 Paid Member Relationships 5 803,472 (803,472 ) - Member Lists 5 8,086,181 (8,086,181 ) - Developed Technology 3 648,000 (648,000 ) - Trade Name/Trademarks 4 440,000 (440,000 ) - 12,108,609 (11,746,624 ) 361,985 Indefinite-lived intangible assets: Trade name 90,400 Intangible assets, net $ 452,385 |
Schedule of Future Annual Estimated Amortization Expense | As of June 30, 2020, estimated amortization expense in future fiscal years is summarized as follows: Year ended December 31, Remaining of 2020 $ 38,103 2021 76,207 2022 76,207 2023 76,207 2024 and thereafter 57,157 $ 323,881 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of June 30, 2020 and December 31, 2019, accrued liabilities consisted of the following: As of June 30, December 31, 2020 2019 Litigation reserve $ 1,246,002 $ 348,000 Accrued payroll 137,193 72,166 Accrued legal fees 80,208 69,896 Accrued Board of Director fees 57,378 50,364 Accrued revenue sharing agreements 49,939 43,844 Other 63,069 69,899 Total accrued liabilities $ 1,633,789 $ 654,169 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity for the six months ended June 30, 2020 and 2019: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding - January 1, 2020 295,793 $ 8.88 7.5 $ - Granted 30,000 3.69 10.0 Exercised - - - Forfeited (259,667 ) 9.21 - Outstanding - June 30, 2020 66,126 $ 5.24 8.8 $ - Exercisable at June 30, 2020 26,126 $ 8.18 7.5 $ - Weighted Weighted Average Average Remaining Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding - January 1, 2019 499,439 $ 6.94 $ 9.0 $ - Granted 30,000 2.23 - Exercised - - - Forfeited (210,313 ) 3.98 - Outstanding - June 30, 2019 319,126 $ 8.44 8.1 $ 8,400 Exercisable at June 30, 2019 252,459 $ 9.97 7.8 $ 2,800 |
Schedule of Fair Value Measurement Assumptions | The fair value of share options were estimated using the following assumptions: Six Months Ended June 30, 2020 Expected dividend yield - Risk-free interest rate 0.33 % Expected volatility 111.55 % Expected term (in years) 5.75 Grant-date fair value of stock options awarded $ 3.03 |
Schedule of Restricted Stock Award Activity | As of June 30, 2020 and 2019, the following is a summary of restricted stock activity: Number of Shares Outstanding - January 1, 2020 27,319 Granted 306,775 Forfeited - Vested (127,319 ) Outstanding - June 30, 2020 206,775 Number of Shares Outstanding - January 1, 2019 60,651 Granted 47,568 Forfeited (13,865 ) Vested (27,761 ) Outstanding - June 30, 2019 66,593 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following tables present key financial information of the Company’s reportable segments as of June 30, 2020 and December 31, 2019 and for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 PDN NAPW Corporate PDN NAPW Corporate Network Network Overhead Consolidated Network Network Overhead Consolidated Membership fees and related services $ - $ 353,408 $ - $ 353,408 $ - $ 737,239 $ - $ 737,239 Recruitment services 572,233 - - 572,233 1,138,920 - - 1,138,920 Products sales and other - 1,899 - 1,899 - 3,330 - 3,330 Consumer advertising and marketing solutions 24,290 - - 24,290 54,638 - - 54,638 Total revenues 596,523 355,307 - 951,830 1,193,558 740,569 - 1,934,127 Loss from continuing operations (82,526 ) (370,196 ) (1,346,391 ) (1,799,113 ) (232,550 ) (438,306 ) (2,557,261 ) (3,228,117 ) Depreciation and amortization 11,835 36,013 - 47,848 26,510 73,339 - 99,849 Income tax benefit (121 ) (2,201 ) (10,190 ) (12,512 ) (1,072 ) (2,608 ) (14,741 ) (18,421 ) Net loss from continuing operations (76,855 ) (367,995 ) (1,336,201 ) (1,781,051 ) (225,264 ) (435,698 ) (2,542,520 ) (3,203,482 ) As of June 30, 2020 Goodwill $ 339,451 $ - $ - $ 339,451 Intangibles assets, net 90,400 323,881 - 414,281 Assets from continuing operations 2,103,830 1,197,336 - 3,301,166 Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 PDN NAPW Corporate PDN NAPW Corporate Network Network Overhead Consolidated Network Network Overhead Consolidated Membership fees and related services $ - $ 633,914 $ - $ 633,914 $ - $ 1,428,453 $ - $ 1,428,453 Recruitment services 651,046 - - 651,046 1,125,306 - - 1,125,306 Products sales and other - 1,143 - 1,143 - 3,955 - 3,955 Consumer advertising and marketing solutions 38,059 - - 38,059 73,775 - - 73,775 Total revenues 689,105 635,057 - 1,324,162 1,199,081 1,432,408 - 2,631,489 Loss from continuing operations (19,545 ) (44,245 ) (699,973 ) (763,763 ) (191,021 ) (151,976 ) (1,287,948 ) (1,630,945 ) Depreciation and amortization 15,891 201,443 - 217,334 31,632 402,885 - 434,517 Income tax benefit 24,110 (1,037 ) (33,309 ) (10,236 ) 10,975 (9,166 ) (77,678 ) (75,869 ) Net loss from continuing operations 320,814 (43,208 ) (666,664 ) (389,058 ) 159,890 (142,810 ) (1,210,270 ) (1,193,190 ) As of December 31, 2019 Goodwill $ 339,451 $ - $ - $ 339,451 Intangibles assets, net 90,400 361,985 - 452,385 Assets from continuing operations 2,151,734 1,254,693 - 3,406,427 |
Going Concern and Management'_2
Going Concern and Management's Plans (Details Narrative) - USD ($) | Jul. 31, 2020 | Jul. 29, 2020 | Jul. 27, 2020 | Jun. 26, 2020 | Mar. 22, 2020 | Nov. 07, 2016 | Jul. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Accumulated deficit | $ (92,002,228) | $ (92,002,228) | $ (88,671,260) | |||||||||
Loss from continuing operations | (1,781,051) | $ (389,058) | (3,203,482) | $ (1,193,190) | ||||||||
Net cash used in operating activities- continuing operations | 1,912,871 | 1,481,869 | ||||||||||
Cash balance | 858,875 | 858,875 | 633,615 | |||||||||
Revenue | 951,830 | $ 1,324,162 | 1,934,127 | 2,631,489 | ||||||||
Working capital deficiency | $ (2,616,000) | (2,616,000) | $ (2,114,000) | |||||||||
Gross proceeds from purchase of shares | $ 9,000,000 | $ 1,500,000 | $ 1,597,815 | |||||||||
Sale of common stock, shares | 1,777,417 | |||||||||||
Sale of common stock, price per share | $ 9.60 | |||||||||||
Malven Group Limited [Member] | ||||||||||||
Number of shares purchased during period | 1,939,237 | |||||||||||
Purchase price per share | $ 0.7735 | |||||||||||
Gross proceeds from purchase of shares | $ 1,500,000 | |||||||||||
Existing Investor [Member] | Malven Group Limited [Member] | ||||||||||||
Number of shares purchased during period | 312,500 | |||||||||||
Purchase price per share | $ 3.20 | |||||||||||
Gross proceeds from purchase of shares | $ 1,000,000 | |||||||||||
Existing Investor [Member] | Malven Group Limited [Member] | Subsequent Event [Member] | ||||||||||||
Gross proceeds from purchase of shares | $ 1,000,000 | |||||||||||
Three Institutional Accredited Investors [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Number of shares purchased during period | 1,481,484 | |||||||||||
Purchase price per share | $ 1.35 | |||||||||||
Gross proceeds from purchase of shares | $ 2,814,353 | $ 1,000,000 | $ 1,814,353 | |||||||||
Sale of common stock, shares | 1,481,484 | |||||||||||
Sale of common stock, price per share | $ 1.35 | |||||||||||
Proceeds from financial advisory, legal and escrow related fees | $ 1,814,353 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | Nov. 07, 2016shares | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)shares | Jun. 30, 2020JPY (¥)shares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Allowance for doubtful accounts receivable | $ 41,007 | $ 41,007 | $ 20,007 | ||||
Incremental direct costs | 23,000 | $ 28,000 | 52,000 | $ 62,000 | |||
Sale of common stock, shares | shares | 1,777,417 | ||||||
Loss from discontinued operations | 57,821 | 382,176 | 127,486 | 737,413 | |||
Current assets from discontinued operations | 3,940 | 3,940 | 75,996 | ||||
Long-term assets from discontinued operations | 2,846,658 | 2,846,658 | 3,109,200 | ||||
Current liabilities from discontinued operations | 323,276 | 323,276 | $ 564,044 | ||||
Advertising and marketing expenses | $ 179,691 | $ 98,419 | $ 337,343 | $ 235,347 | |||
Three Entities and Two Individuals [Member] | Private Placement [Member] | |||||||
Sale of common stock, shares | shares | 1,265,823 | 1,265,823 | |||||
Percentage of sale of common stock transactions | 11.60% | 11.60% | |||||
Governments jurisdiction fund | $ 2,890,000 | ||||||
Three Entities and Two Individuals [Member] | Private Placement [Member] | RMB [Member] | |||||||
Sale of common stock, value | ¥ | ¥ 14,250,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Operating Results of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accounting Policies [Abstract] | ||||
Revenues | $ 2,305 | $ 41,483 | ||
Cost of Sales | 7,787 | 13,027 | 15,143 | 29,625 |
Depreciation and amortization | 1,676 | 4,207 | 1,676 | 8,446 |
Sales and marketing | 80,425 | 69,424 | 105,114 | 154,404 |
General and administrative | (37,620) | 300,251 | 583,299 | |
Non-operating (expense) income | (5,553) | 9,811 | (5,553) | 4,261 |
Loss from discontinued operations before income tax | (57,821) | (374,793) | (127,486) | (730,030) |
Income tax expense | 7,383 | 7,383 | ||
Net loss from discontinued operations | $ (57,821) | $ (382,176) | $ (127,486) | $ (737,413) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Total dilutive securities | 397,901 | 539,626 |
Warrants to Purchase Common Stock [Member] | ||
Total dilutive securities | 125,000 | 153,907 |
Stock Options [Member] | ||
Total dilutive securities | 66,126 | 319,126 |
Unvested Restricted Stock [Member] | ||
Total dilutive securities | 206,775 | 66,593 |
Capitalized Technology (Details
Capitalized Technology (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Research and Development [Abstract] | ||||
Amortization expense | $ 3,700 | $ 25,000 | $ 10,000 | $ 51,000 |
Capitalized Technology - Schedu
Capitalized Technology - Schedule of Capitalized Technology (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Research and Development [Abstract] | ||
Capitalized cost: Balance, beginning of period | $ 2,165,545 | $ 2,163,044 |
Capitalized cost: Additional capitalized cost | 3,700 | 2,501 |
Capitalized cost: Balance, end of period | 2,169,245 | 2,165,545 |
Accumulated amortization: Balance, beginning of period | 2,104,740 | 1,968,213 |
Accumulated amortization: Provision for amortization | 10,328 | 101,448 |
Accumulated amortization: Balance, end of period | 2,115,068 | 2,104,740 |
Capitalized Technology, net | $ 54,177 | $ 95,884 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Amortization expense | $ 19,000 | $ 183,000 | $ 38,000 | $ 366,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12,108,609 | $ 12,108,609 |
Accumulated Amortization | (11,784,728) | (11,746,624) |
Net Carrying Amount | 323,881 | 361,985 |
Indefinite-lived intangible assets: Trade name | 90,400 | 90,400 |
Intangible assets, net | $ 414,281 | $ 452,385 |
Sales Process [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 10 years | 10 years |
Gross Carrying Amount | $ 2,130,956 | $ 2,130,956 |
Accumulated Amortization | (1,807,075) | (1,768,971) |
Net Carrying Amount | $ 323,881 | $ 361,985 |
Paid Member Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 803,472 | $ 803,472 |
Accumulated Amortization | (803,472) | (803,472) |
Net Carrying Amount | ||
Member Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 8,086,181 | $ 8,086,181 |
Accumulated Amortization | (8,086,181) | (8,086,181) |
Net Carrying Amount | ||
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 3 years | 3 years |
Gross Carrying Amount | $ 648,000 | $ 648,000 |
Accumulated Amortization | (648,000) | (648,000) |
Net Carrying Amount | ||
Trade Name/Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 4 years | 4 years |
Gross Carrying Amount | $ 440,000 | $ 440,000 |
Accumulated Amortization | (440,000) | (440,000) |
Net Carrying Amount |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Future Annual Estimated Amortization Expense (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Remaining of 2020 | $ 38,103 | |
2021 | 76,207 | |
2022 | 76,207 | |
2023 | 76,207 | |
2024 and thereafter | 57,157 | |
Net Carrying Amount | $ 323,881 | $ 361,985 |
Revolving Credit Facility - R_2
Revolving Credit Facility - Related Party (Details Narrative) - Revolving Credit Facility Agreement [Member] | Jan. 14, 2019USD ($) | Nov. 16, 2018USD ($) | Nov. 16, 2018GBP (£) |
Revolving credit facility | $ 2,000,000 | ||
Revolving credit facility, interest rate | 4.00% | ||
Repayments of revolving credit facility | $ 293,000 | ||
GBP [Member] | |||
Revolving credit facility | £ | £ 1,500,000 |
Loan (Details Narrative)
Loan (Details Narrative) - Paycheck Protection Program Loan [Member] - USD ($) | May 05, 2020 | Mar. 31, 2020 |
Proceeds from loan | $ 651,077 | |
Debt instrument, description | The Company will be applying for loan forgiveness during the third quarter of 2020 and anticipates that 100% of the PPP Loan will be forgiven by the SBA. |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Litigation reserve | $ 1,246,002 | $ 348,000 |
Accrued payroll | 137,193 | 72,166 |
Accrued legal fees | 80,208 | 69,896 |
Accrued Board of Director fees | 57,378 | 50,364 |
Accrued revenue sharing agreements | 49,939 | 43,844 |
Other | 63,069 | 69,899 |
Total accrued liabilities | $ 1,633,789 | $ 654,169 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 12, 2017 | Jun. 30, 2020 | Dec. 31, 2019 | Apr. 30, 2018 |
Right of use assets | $ 14,326 | $ 93,251 | ||
Current lease obligations | 16,016 | $ 105,083 | ||
Litigation settlement accrual | 450,000 | |||
Litigation settlement expenses | 780,000 | |||
PDN China's Bank [Member] | ||||
Bank balance | $ 2,890,000 | |||
White Winston [Member] | ||||
Loss contingency damages sought value | $ 2,000,000 | |||
Litigation settlement accrual | $ 1,708,233 | |||
Payment for legal settlement | $ 746,142 |
CFL Transaction (Details Narrat
CFL Transaction (Details Narrative) - USD ($) | Nov. 15, 2019 | Nov. 07, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Aug. 12, 2016 |
Subsequent Event [Line Items] | ||||||
Common stock, par value per share | $ 0.01 | $ 0.01 | ||||
Sale of common stock, shares | 1,777,417 | |||||
Sale of common stock, price per share | $ 9.60 | |||||
Repurchase of stock for sale, shares | 312,500 | |||||
Proceeds from the sale of common stock | $ 9,000,000 | $ 1,500,000 | $ 1,597,815 | |||
Cosmic Forward Ltd [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of common stock, price per share | $ 1.75 | |||||
Proceeds from the sale of common stock | $ 2,000,000 | |||||
Number of common stock issued | 1,142,857 | |||||
Stock Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Equity issuance, price per share | $ 9.60 | |||||
Common stock, par value per share | $ 0.01 | |||||
Percentage of common stock held by investors | 51.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 26, 2020 | Mar. 22, 2020 | Nov. 07, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Preferred stock, shares undesignated | 1,000,000 | |||||
Common stock, shares authorized | 45,000,000 | 45,000,000 | ||||
Common stock, shares outstanding | 11,338,359 | 8,927,563 | ||||
Gross proceeds from purchase of shares | $ 9,000,000 | $ 1,500,000 | $ 1,597,815 | |||
Malven Group Limited [Member] | ||||||
Number of shares purchased during period | 1,939,237 | |||||
Purchase price per share | $ 0.7735 | |||||
Gross proceeds from purchase of shares | $ 1,500,000 | |||||
Malven Group Limited [Member] | Second Agreement [Member] | ||||||
Number of shares purchased during period | 312,500 | |||||
Purchase price per share | $ 3.20 | |||||
Gross proceeds from purchase of shares | $ 1,000,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Nov. 08, 2018 | Jun. 26, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options vested | 30,000 | 30,000 | |||
Exercise price of options | $ 3.69 | $ 2.23 | |||
Restricted stocks granted during period | 100,000 | ||||
Non-cash compensation expense | $ 397,599 | $ 98,689 | |||
Warrant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants outstanding | 125,000 | 125,000 | |||
Weighted average exercise price of warrants | $ 20 | $ 20 | |||
Warrants intrinsic value | $ 0 | $ 0 | |||
Warrants expiration, description | December 27, 2021 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 757,603 | ||||
Restricted stocks vested during period | 127,319 | 27,761 | |||
Restricted stocks granted during period | 306,775 | 47,568 | |||
Non-cash compensation expense | $ 374,397 | $ 72,570 | |||
2013 Equity Compensation Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options vested | 259,667 | ||||
Exercise price of options | $ 9.21 | ||||
2013 Equity Compensation Plan [Member] | Unvested Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 102,297 | ||||
2013 Equity Compensation Plan [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for issuance under equity incentive plan | 225,000 | ||||
2013 Equity Compensation Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for issuance under equity incentive plan | 615,000 | ||||
Amended 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 | 915,000 | 300,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding beginning balance | 295,793 | 499,439 |
Number of Options, Granted | 30,000 | 30,000 |
Number of Options, Exercised | ||
Number of Options, Forfeited | (256,667) | (210,313) |
Number of Options, Outstanding ending balance | 66,126 | 319,126 |
Number of Options, Exercisable | 26,126 | 252,459 |
Weighted Average Exercise Price, Outstanding | $ 8.88 | $ 6.94 |
Weighted Average Exercise Price, Granted | 3.69 | 2.23 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | 9.21 | 3.98 |
Weighted Average Exercise Price, Outstanding | 5.24 | 8.44 |
Weighted Average Exercise Price, Exercisable | $ 8.18 | $ 9.97 |
Weighted Average Remaining Contractual Life (in Years), Outstanding beginning | 7 years 6 months | 9 years |
Weighted Average Remaining Contractual Life (in Years), Granted | 10 years | |
Weighted Average Remaining Contractual Life (in Years), Outstanding ending balance | 8 years 9 months 18 days | 8 years 1 month 6 days |
Weighted Average Remaining Contractual Life (in Years), Exercisable | 7 years 6 months | 7 years 9 months 18 days |
Average Intrinsic Value, Outstanding beginning balance | ||
Average Intrinsic Value, Outstanding ending balance | 8,400 | |
Average Intrinsic Value, Exercisable ending balance | $ 2,800 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Fair Value Measurement Assumptions (Details) | 6 Months Ended |
Jun. 30, 2020$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Expected dividend yield | 0.00% |
Risk-free interest rate | 0.33% |
Expected volatility | 111.55% |
Expected term (in years) | 5 years 9 months |
Grant-date fair value of stock options awarded | $ 3.03 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Award Activity (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Unvested, Granted | 100,000 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Unvested, beginning balance | 27,319 | 60,651 |
Number of Shares Unvested, Granted | 306,775 | 47,568 |
Number of Shares Unvested, Forfeited | (13,865) | |
Number of Shares Unvested, Vested | (127,319) | (27,761) |
Number of Shares Unvested, ending balance | 206,775 | 66,593 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit from continuing operations | $ (12,512) | $ (10,236) | $ (18,421) | $ (75,869) |
Valuation allowance | $ 8,263,000 | 8,263,000 | ||
Change in valuation allowance | $ 562,000 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||||
Total revenues | $ 951,830 | $ 1,324,162 | $ 1,934,127 | $ 2,631,489 | ||
(Loss) income from continuing operations | (1,799,113) | (763,763) | (3,228,117) | (1,630,945) | ||
Depreciation and amortization | 47,848 | 217,334 | 99,849 | 434,517 | ||
Income tax benefit | (12,512) | (10,236) | (18,421) | (75,869) | ||
Net loss from continuing operations | (1,781,051) | (389,058) | (3,203,482) | (1,193,190) | ||
Goodwill | 339,451 | 339,451 | $ 339,451 | |||
Intangible assets, net | 414,281 | 414,281 | 452,385 | |||
Assets from continuing operations | 3,301,166 | 3,301,166 | 3,406,427 | |||
Membership Fees and Related Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 353,408 | 633,914 | 737,239 | 1,428,453 | ||
Recruitment Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 572,233 | 651,046 | 1,138,920 | 1,125,306 | ||
Products Sales and Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 1,899 | 1,143 | 3,330 | 3,955 | ||
Consumer Advertising and Marketing Solutions [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 24,290 | 38,059 | 54,638 | 73,775 | ||
PDN Network [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 596,523 | 689,105 | 1,193,558 | 1,199,081 | ||
(Loss) income from continuing operations | (82,526) | (19,545) | (232,550) | (191,021) | ||
Depreciation and amortization | 11,835 | 15,891 | 26,510 | 31,632 | ||
Income tax benefit | (121) | 24,110 | (1,072) | 10,975 | ||
Net loss from continuing operations | (76,855) | 320,814 | (225,264) | 159,890 | ||
Goodwill | 339,451 | 339,451 | $ 339,451 | |||
Intangible assets, net | 90,400 | 90,400 | 90,400 | |||
Assets from continuing operations | 2,103,830 | 2,103,830 | $ 2,151,734 | |||
PDN Network [Member] | Membership Fees and Related Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | ||||||
PDN Network [Member] | Recruitment Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 572,233 | 651,046 | 1,138,920 | 1,125,306 | ||
PDN Network [Member] | Product Sales and Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | ||||||
PDN Network [Member] | Consumer Advertising and Marketing Solutions [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 24,290 | 38,059 | 54,638 | 73,775 | ||
NAPW Network [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 355,307 | 635,057 | 740,569 | 1,432,408 | ||
(Loss) income from continuing operations | (370,196) | (44,245) | (438,306) | (151,976) | ||
Depreciation and amortization | 36,013 | 201,443 | 73,339 | 402,885 | ||
Income tax benefit | (2,201) | (1,037) | (2,608) | (9,166) | ||
Net loss from continuing operations | (367,995) | (43,208) | (435,698) | (142,810) | ||
Goodwill | ||||||
Intangible assets, net | 323,881 | 323,881 | 361,985 | |||
Assets from continuing operations | 1,197,336 | 1,197,336 | 1,254,693 | |||
NAPW Network [Member] | Membership Fees and Related Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 353,408 | 633,914 | 737,239 | 1,428,453 | ||
NAPW Network [Member] | Recruitment Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | ||||||
NAPW Network [Member] | Product Sales and Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 1,899 | 1,143 | 3,330 | 3,955 | ||
NAPW Network [Member] | Consumer Advertising and Marketing Solutions [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | ||||||
Corporate Overhead [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | ||||||
(Loss) income from continuing operations | (1,346,391) | (699,973) | (2,557,261) | (1,287,948) | ||
Depreciation and amortization | ||||||
Income tax benefit | (10,190) | (33,309) | (14,741) | (77,678) | ||
Net loss from continuing operations | (1,336,201) | (666,664) | (2,542,520) | (1,210,270) | ||
Goodwill | ||||||
Intangible assets, net | ||||||
Assets from continuing operations | ||||||
Corporate Overhead [Member] | Membership Fees and Related Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | ||||||
Corporate Overhead [Member] | Recruitment Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | ||||||
Corporate Overhead [Member] | Product Sales and Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | ||||||
Corporate Overhead [Member] | Consumer Advertising and Marketing Solutions [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 31, 2020 | Jul. 29, 2020 | Jul. 27, 2020 | Jul. 26, 2020 | Nov. 07, 2016 | Jun. 30, 2020 | Jun. 30, 2019 |
Proceeds from the sale of common stock | $ 9,000,000 | $ 1,500,000 | $ 1,597,815 | ||||
Subsequent Event [Member] | Second Agreement [Member] | Institutional Investors [Member] | |||||||
Number of shares purchased during period | 312,500 | ||||||
Purchase price per share | $ 3.20 | ||||||
Proceeds from the sale of common stock | $ 1,000,000 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Three Institutional Accredited Investors [Member] | |||||||
Number of shares purchased during period | 1,481,484 | ||||||
Purchase price per share | $ 1.35 | ||||||
Proceeds from the sale of common stock | $ 2,814,353 | $ 1,000,000 | $ 1,814,353 |