Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-35824 | |
Entity Registrant Name | Professional Diversity Network, Inc. | |
Entity Central Index Key | 0001546296 | |
Entity Tax Identification Number | 80-0900177 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 55 E. Monroe Street | |
Entity Address, Address Line Two | Suite 2120 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60603 | |
City Area Code | (312) | |
Local Phone Number | 614-0950 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | IPDN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity common stock, shares outstanding | 18,409,281 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 1,462,958 | $ 3,402,697 |
Accounts receivable, net | 896,307 | 1,389,112 |
Other receivables | 350,252 | 350,000 |
Prepaid expense and other current assets | 728,096 | 450,784 |
Current assets from discontinued operations | 4,600 | 4,600 |
Total current assets | 3,442,213 | 5,597,193 |
Property and equipment, net | 35,852 | 29,040 |
Capitalized technology, net | 44,530 | 43,038 |
Goodwill | 1,274,785 | 1,274,785 |
Intangible assets, net | 244,482 | 968,281 |
Right-of-use assets | 381,311 | 427,652 |
Merchant reserve | 30,849 | 380,849 |
Security deposits | 66,340 | 66,340 |
Long-term investments | 1,350,000 | |
Long-term assets from discontinued operations | 197,201 | 197,595 |
Total assets | 7,067,563 | 8,984,773 |
Current Liabilities: | ||
Accounts payable | 417,225 | 248,595 |
Accrued expenses | 1,122,274 | 1,878,415 |
Deferred revenue | 1,678,890 | 2,149,885 |
Stock to be issued | 400,000 | |
Lease liability, current portion | 91,387 | 81,825 |
Current liabilities from discontinued operations | 483,841 | 420,850 |
Total current liabilities | 3,793,617 | 5,179,570 |
Lease liability, non-current portion | 372,208 | 434,938 |
Other long-term liabilities | 100,000 | 100,000 |
Deferred tax liability | 120,707 | 162,360 |
Total liabilities | 4,386,532 | 5,876,868 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Common stock, $0.01 par value; 45,000,000 shares authorized, 18,989,165 shares and 16,068,300 shares issued as of September 30, 2022 and December 31, 2021, and 18,409,281 and 16,067,252 shares outstanding as of September 30, 2022 and December 31, 2021. | 184,093 | 160,673 |
Additional paid in capital | 100,606,407 | 98,440,172 |
Accumulated other comprehensive (loss) income | (14,604) | 6,565 |
Accumulated deficit | (97,351,520) | (95,779,817) |
Treasury stock, at cost; 579,884 shares at September 30, 2022 and 1,048 shares at December 31, 2021 | (552,562) | (37,117) |
Total Professional Diversity Network, Inc. stockholders’ equity | 2,871,814 | 2,790,476 |
Noncontrolling interest | (190,783) | 317,429 |
Total stockholders’ equity | 2,681,031 | 3,107,905 |
Total liabilities and stockholders’ equity | $ 7,067,563 | $ 8,984,773 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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 | 18,989,165 | 16,068,300 |
Common stock, shares outstanding | 18,409,281 | 16,067,252 |
Treasury stock, shares | 579,884 | 1,048 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Total revenues | $ 2,114,495 | $ 1,683,015 | $ 6,362,882 | $ 4,628,032 |
Costs and expenses: | ||||
Cost of revenues | 1,228,542 | 346,525 | 3,022,657 | 867,726 |
Sales and marketing | 759,885 | 525,820 | 2,179,136 | 1,826,319 |
General and administrative | 1,003,956 | 873,504 | 2,468,934 | 3,303,143 |
Depreciation and amortization | 232,748 | 29,668 | 746,057 | 88,351 |
Total costs and expenses | 3,225,131 | 1,775,517 | 8,416,784 | 6,085,539 |
Loss from continuing operations | (1,110,636) | (92,502) | (2,053,902) | (1,457,507) |
Other income (expense) | ||||
Interest and other income | (10,083) | 2,393 | (19,519) | 5,128 |
Other income (expense), net | (10,083) | 2,393 | (19,519) | 5,128 |
Loss before income tax expense (benefit) | (1,120,719) | (90,109) | (2,073,421) | (1,452,379) |
Income tax expense (benefit) | (25,479) | (1,724) | (35,720) | (18,767) |
Loss from continuing operations, net of tax | (1,095,240) | (88,385) | (2,037,701) | (1,433,612) |
Loss from discontinued operations | (13,319) | (10,714) | (42,213) | (71,800) |
Net loss including non-controlling interests | (1,108,559) | (99,099) | (2,079,914) | (1,505,412) |
Net loss attributable to non-controlling interests | 149,059 | 18,537 | 508,212 | 18,537 |
Net loss attributable to Professional Diversity Network, Inc. | (959,500) | (80,562) | (1,571,702) | (1,486,875) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustments | (10,787) | (799) | (21,169) | (289,452) |
Comprehensive loss, net of tax | $ (970,287) | $ (81,361) | $ (1,592,871) | $ (1,776,327) |
Loss per share attributable to Professional Diversity Network, Inc., basic and diluted: | ||||
Continuing operations | $ (0.07) | $ (0.01) | $ (0.13) | $ (0.10) |
Discontinued operations | (0.01) | |||
Net loss attributable to Professional Diversity Network, Inc. | $ (0.07) | $ (0.01) | $ (0.13) | $ (0.11) |
Weighted average shares outstanding: | ||||
Basic and diluted | 16,922,988 | 15,115,167 | 16,390,563 | 13,830,777 |
Membership Fees and Related Services [Member] | ||||
Revenues: | ||||
Total revenues | $ 152,462 | $ 240,048 | $ 509,906 | $ 764,470 |
Recruitment Services [Member] | ||||
Revenues: | ||||
Total revenues | 1,165,213 | 1,368,440 | 3,839,608 | 3,695,205 |
Products Sales And Other [Member] | ||||
Revenues: | ||||
Total revenues | 757,492 | 19,010 | 1,882,452 | 19,010 |
Consumer Advertising and Marketing Solutions [Member] | ||||
Revenues: | ||||
Total revenues | $ 39,328 | $ 55,517 | $ 130,916 | $ 149,347 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 128,198 | $ 95,985,080 | $ (93,022,835) | $ (37,117) | $ 292,506 | $ 3,345,832 | |
Balance, shares at Dec. 31, 2020 | 12,819,843 | 1,048 | |||||
Issuance of common stock | $ 2,791 | 163,709 | 166,500 | ||||
Issuance of common stock, shares | 279,054 | ||||||
Translation adjustments | (289,452) | (289,452) | |||||
Net loss | (1,486,875) | (18,537) | (1,505,412) | ||||
Sale of common stock | $ 29,194 | 4,249,256 | 4,278,451 | ||||
Sale of common stock, shares | 2,919,355 | ||||||
Share-based compensation | 435,915 | 435,915 | |||||
Adjustment from discontinued operations | (2,591,724) | (2,591,724) | |||||
Noncontrolling interest in subsidiary | 510,184 | 510,184 | |||||
Ending balance, value at Sep. 30, 2021 | $ 160,183 | 98,242,246 | (94,509,710) | $ (37,117) | 3,054 | 491,647 | 4,350,293 |
Balance, shares at Sep. 30, 2021 | 16,018,252 | 1,048 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 160,673 | 98,440,172 | (95,779,818) | $ (37,117) | 6,565 | 317,429 | 3,107,905 |
Balance, shares at Dec. 31, 2021 | 16,067,252 | 1,048 | |||||
Issuance of common stock | $ 20,065 | 1,729,935 | 1,750,000 | ||||
Issuance of common stock, shares | 2,006,504 | ||||||
Share-based compensation | $ 3,355 | 436,300 | 439,655 | ||||
Share-based compensation, shares | 335,525 | ||||||
Stock Buyback Plan | $ (515,445) | (515,445) | |||||
Stock buyback plan, shares | 579,884 | ||||||
Translation adjustments | (21,169) | (21,169) | |||||
Net loss | (1,571,702) | (508,212) | (2,079,914) | ||||
Ending balance, value at Sep. 30, 2022 | $ 184,093 | $ 100,606,407 | $ (97,351,520) | $ (552,562) | $ (14,604) | $ (190,783) | $ 2,681,031 |
Balance, shares at Sep. 30, 2022 | 18,409,281 | 580,932 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Loss from continuing operations | $ (2,037,701) | $ (1,433,612) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities - continuing operations: | ||
Depreciation and amortization | 746,057 | 88,351 |
Deferred tax benefit | (35,720) | (18,347) |
Amortization of right-of-use asset | (6,827) | 68,540 |
Stock-based compensation expense | 439,655 | 435,914 |
Litigation settlement reserve | (908,564) | 75,000 |
Reduction of merchant reserve | 350,000 | 380,000 |
Changes in operating assets and liabilities, net of effects of discontinued operations: | ||
Accounts receivable | 492,553 | (379,828) |
Prepaid expenses and other current assets | (277,312) | 103,263 |
Incremental direct costs | 10,845 | |
Accounts payable | 168,630 | (441,603) |
Accrued expenses | 146,490 | (150,649) |
Deferred revenue | (470,995) | 102,381 |
Net cash used in operating activities - continuing operations | (1,393,734) | (1,159,745) |
Net cash used in operating activities - discontinued operations | (5,633) | (33,443) |
Net cash used in operating activities | (1,399,367) | (1,193,188) |
Cash flows from investing activities: | ||
Costs incurred to develop technology | (17,085) | (28,663) |
Purchases of property and equipment | (13,477) | (37,282) |
Payments for investment deposits | (350,000) | |
Acquisition of equity interest in RemoteMore USA, Inc. | (863,333) | |
Net cash used in investing activities | (30,562) | (1,279,278) |
Cash flows from financing activities: | ||
Proceeds from the sale of common stock | 4,444,950 | |
Repurchases of common stock | (515,445) | |
Net cash (used in) provided by financing activities | (515,445) | 4,444,950 |
Effect of exchange rate fluctuations on cash and cash equivalents | 5,635 | 2,420 |
Net (decrease) increase in cash and cash equivalents | (1,939,739) | 1,974,904 |
Cash, cash equivalents, beginning of period | 3,402,697 | 2,117,569 |
Cash and cash equivalents, end of period | 1,462,958 | 4,092,473 |
Supplemental disclosures of other cash flow information: | ||
Cash paid for income taxes |
Basis of Presentation and Descr
Basis of Presentation and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [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 accounting principles generally accepted in the United States of America (“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 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 condensed consolidated financial statements and notes thereto included in our 2021 Form 10-K. Professional Diversity Network, Inc. (“the Company”, “PDN, Inc.”, “we,” “our,” or “us,”) is both the operator of the Professional Diversity Network (the “PDN Network,” 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, Transgender and Queer (LGBTQ+). 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. In addition, PDN, Inc. owns 45.62% The NAPW Network is a 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 virtual and in-person events hosted at its local chapters across the country. RemoteMore USA is an innovative, global entity that provides remote-hiring marketplace services for developers and companies. RemoteMore connects companies with reliable, cost-efficient, vetted developers, and empowers software developers to find meaningful jobs regardless of their location. In March 2020, our Board of Directors decided to suspend all China operations. The results of China operations are presented in the condensed consolidated statements of operations and comprehensive loss as net loss from discontinued operations. |
Going Concern and Management_s
Going Concern and Management’s Plans | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management’s Plans | 2. Going Concern and Management’s Plans At September 30, 2022, the Company’s principal sources of liquidity were its cash and cash equivalents. The Company had an accumulated deficit of $( 97,351,520 ) at September 30, 2022. During the three and nine months ended September 30, 2022, the Company generated a loss from continuing operations, net of tax, of $( 1,095,240 ) and $( 2,037,701 ). During the nine months ended September 30, 2022, the Company used cash in continuing operations of $ 1,393,734 . At September 30, 2022, the Company had a cash balance of $ 1,462,958 . Total revenues were approximately $ 6,363,000 and $ 4,628,000 for the nine months ended September 30, 2022 and 2021. Total revenues were approximately $ 2,114,000 and $ 1,683,000 for the three months ended September 30, 2022 and 2021. The Company had a working capital surplus from continuing operations of approximately $ 128,000 and $ 834,000 at September 30, 2022 and December 31, 2021. These conditions raise substantial doubt about its 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 condensed 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 should be sufficient to meet our working capital requirements for the fiscal period ending December 31, 2022, however in order to accomplish our business plan objectives, the Company will need to continue its cost reduction efforts, increase revenues, and raise capital through the issuance of common stock, or through a strategic merger or acquisition. 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 in the future or require an acceleration of 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 available on acceptable terms. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation 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. Principles of Consolidation Cash Equivalents Accounts Receivable 129,000 247,000 Other Receivables – Property and Equipment 7,000 24,000 2,000 6,000 Lease Obligations On September 23, 2020, the Company entered into a new office lease agreement for its corporate headquarters. The office lease is for 4,902 84 months 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 – Deferred revenue includes customer payments which are received prior to performing services and revenues are recognized upon the completion of these services. Annual membership fees collected at the time of enrollment are recognized as revenue ratably over the membership period, which are typically for a 12-month membership period. Discontinued Operations China Operations The Company previously disclosed in its Form 10-K for the year ending December 31, 2019 (the “2019 10-K”) and subsequently that the assets of PDN China were frozen by Chinese local authorities in November 2019 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 was affiliated. A subsequent investigation led by a special committee of the Board concluded that it did not find any evidence that the Company or PDN China had engaged in the criminal activity of illegal fund-raising as alleged against Gatewang. The Company subsequently discontinued all of its operations in China. The Company also previously disclosed in the 2019 Form 10-K that the seizure of PDN China’s assets had been lifted in March 2020. However, on April 22, 2021, the Company learned that RMB 18,841,064.15 2.9 The Company has asserted its claim to these funds as the genuine owner to the Chinese officials and asked for their return. The Company plans to pursue all possible legal alternatives to have these funds returned to the Company but such return is uncertain at this time. All historical operating results for the Company’s China operations are included in a loss from discontinued operations, net of tax, in the accompanying statements of operations. For the three and nine months ended September 30, 2022, loss from discontinued operations was approximately $( 13,000 42,000 11,000 72,000 Assets and liabilities of China operations are included in current assets and long-term assets from discontinued operations, and current liabilities and long-term liabilities from discontinued operations. Current assets from discontinued operations were $ 4,600 197,201 197,595 483,841 420,850 Operating Results of Discontinued Operations The following table represents the components of operating results from discontinued operations, which are included in the statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021, net of intercompany eliminations: Schedule of Operating Results of Discontinued Operations 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues $ - $ - $ - $ - General, administrative and other expenses (13,319 ) (10,713 ) (42,213 ) (71,800 ) Loss from discontinued operations before income tax (13,319 ) (10,713 ) (42,213 ) (71,800 ) Income tax expense (benefit) - - - - Net loss from discontinued operations $ (13,319 ) $ (10,713 ) $ (42,213 ) $ (71,800 ) Advertising and Marketing Expenses – 347,000 862,000 198,000 608,000 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 September 30, 2022. 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, 2018 through 2021. 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 September 30, 2022. Fair Value of Financial Assets and Liabilities Net Loss per Share Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2022 2021 As of 2022 2021 Warrants to purchase common stock - 125,000 Stock options 46,126 26,126 Unvested restricted stock 138,228 159,524 Total dilutive securities 184,354 310,650 Reclassifications Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For public business entities that are SEC filers that are Smaller Reporting Companies, the amendments in this update are effective for fiscal years beginning after January 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this new guidance on its financial position, results of operations, statement of comprehensive income, and cash flows, and will adopt the provisions of this statement in the first quarter of fiscal 2023. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | 4. Business Combinations On September 20, 2021, the Company acquired a 45.62% 1,363,333 863,333 500,000 The purchase price allocation as of the date of the acquisition was based on a detailed analysis about the fair value of assets acquired. No liabilities were assumed. The major classes of assets to which we have allocated the purchase price were as follows: Schedule of Company Measurement Goodwill $ 935,334 Intangible assets 427,999 Business combination total $ 1,363,333 The goodwill recognized in connection with the acquisition is primarily attributable to anticipated synergies from future growth and is expected to be deductible for tax purposes. Intangible assets purchased in connection with the acquisition primarily represent contracts acquired, and to a lesser extent trademarks, and are reflected in the Company’s consolidated balance sheets at gross amounts, net of accumulated amortization (see Note 7 – Intangible Assets). Operations for RemoteMore are included in the Company’s consolidated financial statements at gross amounts as the Company has significant influence in the way RemoteMore operates. The 54.38% 757,000 1,882,000 1,034,000 2,802,000 205,000 667,000 277,000 945,000 19,000 53,000 34,000 RemoteMore was incorporated in December 2020 and did not begin operations until on or about July 1, 2021. From January 1, 2021, through the acquisition date of September 20, 2021, revenues and expenses would have been deemed immaterial to the Company’s consolidated financial statements. In February 2022, in connection with the September 2021 acquisition of the 45.62% 500,000 279,720 400,000 20% 100,000 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenues: | |
Revenue Recognition | 5. Revenue Recognition The Company recognizes revenue under the core principle of ASC 606 – Revenue from Contracts with Customers (“ASC 606”), to depict the transfer of control to its customers in an amount reflecting the consideration to which it expects to be entitled. In order to achieve that core principle, the Company has applied the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company’s contracts with customers may provide for multiple promised goods and services. The Company typically analyzes the contract and identifies the performance obligations by evaluating whether the promised goods and services are capable of being distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined. The next step after identifying the performance obligations is determining the transaction price, which includes the impact of variable consideration, based on contractually fixed amounts and an estimation of variable consideration. The Company allocates the transaction price to each performance obligation based on relative stand-alone selling price. Judgment is exercised to determine the stand-alone selling price of each distinct performance obligation. The Company estimates the stand-alone selling price by reference to the total transaction price less the sum of the observable stand-alone selling prices of other goods or services promised in the contract. In general, transaction price is determined by estimating the fixed amount of consideration to which we are entitled for transfer of goods and services and all relevant sources and components of variable consideration. Revenues are generally recognized when control of the promised goods or services is transferred to their customers either at a point in time or over time, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. Many of the Company’s contracts have one performance obligation and all consideration is allocated to that performance obligation and recognized at a point in time contemporaneous when the service is performed or with the date of the event. The Company may have contracts where there is an extended timing difference between payment and the time when control of the goods or services is transferred to the customer. Nature of Goods and Services The following is a description of principal activities from which the Company generates its 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 period that the event takes place and e-commerce sales are for sixty to ninety-day job postings and the revenue from those sales are recognized when the service is provided. The Company’s 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 NAACP, National Urban League, Kappa Alpha Psi, Phi Beta Sigma and many other partner organizations; ● OFCCP job promotion and recordation services; ● Diversity job fairs, both in person and virtual fairs; ● Diversity recruitment job advertising services; and ● Diversity executive staffing services. Membership Fees and Related Services Membership fees are typically month to month; however, members may prepay for a 12-month period. Memberships are collected up-front and member benefits become available immediately. At the time of enrollment, membership fees are recorded as deferred revenue and are recognized as revenue ratably over the membership period. Members who are enrolled in 12-month 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. Monthly membership revenues are recognized in the same month fees are collected. 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. 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 condensed consolidated statements of operations. Contracted Software Development Revenues for RemoteMore are generated from providing customized software solutions to customers and are recognized in the period work is performed. 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. Revenue Concentration The Company is in an alliance with another company to build, host, and manage the Company’s job boards and website. This alliance member also sells two of the Company’s recruitment services products and bills customers, collects fees, and provides customer services. For the nine months ended September 30, 2022 and 2021, the Company recorded approximately 11.5% 10.2% Disaggregation of revenue Revenue is disaggregated by product line and timing of transfer of products and services and is in line with our reportable segments as described in Note 14 - Segment Information. Contract Balances The Company’s rights to consideration for work completed, but not billed at the reporting date, is classified as a receivable, as it has an unconditional right to payment or only conditional for the passage of time. The Company has no Consideration received in advance from customers is recorded as a contract liability, if a contract exists under ASC 606, until services are delivered or obligations are met and revenue is earned. Contract liability represents the excess of amounts invoiced over amounts recognized as revenues. Contract liabilities to be recognized in the succeeding twelve-month period are classified as current contract liabilities and the remaining amounts, if any, are classified as non-current contract liabilities. Contract liabilities of approximately $ 1,679,000 1,315,000 Deferred revenue includes customer payments which are received prior to performing services and revenues are recognized upon the completion of these services. Annual membership fees collected at the time of enrollment are recognized as revenue ratably over the membership period, which are typically for a 12-month membership period. Transaction price allocated to the remaining performance obligations The Company applies the optional exemptions and does not disclose: a) information about remaining performance obligations that have an original expected duration of one year or less or b) transaction price allocated to unsatisfied performance obligations for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with the series guidance. The typical duration of all event related and other contracts is one year or less and, as a result, the Company applies the optional exemptions and does not disclose information about remaining performance obligations that have an original expected duration of one year or less. |
Capitalized Technology
Capitalized Technology | 9 Months Ended |
Sep. 30, 2022 | |
Research and Development [Abstract] | |
Capitalized Technology | 6. Capitalized Technology Capitalized Technology, net is as follows: Schedule of Capitalized Technology September 30, 2022 December 31, 2021 Capitalized cost: Balance, beginning of period $ 43,038 $ 25,867 Additional capitalized cost 17,085 49,970 Provision for amortization (15,593 ) (32,799 ) Balance, end of period $ 44,530 $ 43,038 For the three months ended September 30, 2022 and 2021, amortization expense was approximately $ 6,100 9,500 15,600 28,400 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets Intangible assets, net was as follows: Schedule of Intangible Assets Useful Lives Gross Carrying Accumulated Net September 30, 2022 (Years) Amount Amortization Amount Long-lived intangible assets: Sales Process 10 $ 2,130,956 $ (1,978,541 ) $ 152,415 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 4 442,500 (440,833 ) 1,667 Contracts acquired in RemoteMore acquisition 3 12 935,683 (935,683 ) - 13,046,792 (12,892,710 ) 154,082 Indefinite-lived intangible assets: Trade name 90,400 Intangible assets, net $ 244,482 Useful Lives Gross Accumulated Net December 31, 2021 (Years) Amount Amortization Amount Long-lived intangible assets: Sales Process 10 $ 2,130,956 $ (1,921,386 ) $ 209,570 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 4 442,500 (440,208 ) 2,292 Contracts acquired in RemoteMore acquisition 3 12 935,683 (269,664 ) 666,019 13,046,792 (12,168,911 ) 877,881 Indefinite-lived intangible assets: Trade name 90,400 Intangible assets, net $ 968,281 As of September 30, 2022, estimated amortization expense in future fiscal years is summarized as follows: Schedule of Future Annual Estimated Amortization Expense Year ended December 31, Remaining of 2022 $ 19,260 2023 77,041 2024 57,781 Net Carrying Amount $ 154,082 For the three months ended September 30, 2022 and 2021, amortization expense was approximately $ 225,000 19,000 724,000 57,000 |
Long-term Investments
Long-term Investments | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Investments | 8. Long-term Investments On September 27, 2022, the Company entered into a Stock Purchase Agreement (the “SPA”) with Koala Malta Limited, a private limited liability company registered under the laws of Malta (the “Seller”). Upon the execution of the SPA, the Company purchased 65,700 issued ordinary shares of Koala Crypto Limited (“KCL”) from Seller, representing 9 percent of the total issued share capital of KCL, and in exchange, the Company issued 1,726,784 shares of its common stock to Seller in a private placement (the “Consideration Shares”). The Consideration Shares were valued at $1,350,000 in the aggregate based on the volume weighted average price of the common stock of the Company for the 20 trading days immediately prior to the date of the SPA and is recorded in the condensed consolidated balance sheet as long-term investments. Upon execution of the SPA, the Company, the Seller and KCL also entered into a Shareholders’ Agreement. The Shareholders’ Agreement imposes certain transfer restrictions on the Seller and the Company as shareholders of KCL, provides for certain governance and approval rights among the parties, and gives the Company a put option with respect to its investment in KCL in the event of a change of control of the Seller. At the same time, Alan Tak Wai Yau, an individual and the majority shareholder of Koala Capital Limited, which is the parent company of the Seller (“Koala Capital”), provided the Company with a share charge over 15 percent of the issued share capital of Koala Capital (the “Share Charge”) and Koala Capital provided the Company with a guaranty and indemnity (the “Guarantee”), which Share Charge and Guarantee were granted as security for a number of the Seller’s obligations as set forth therein, including obtaining the lifting of the voluntary suspension of KCL’s virtual financial assets license by the Malta Financial Services Authority by December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Lease Obligations - As of September 30, 2022, right of use assets and related lease obligations were $ 381,311 463,595 Other - 195,000 Legal Proceedings 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. Plaintiffs are seeking monetary damages and equitable relief. 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 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 | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [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, and CFL agreed to purchase, 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 51% 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 transaction. As of September 30, 2022, CFL beneficially holds shares of the Company’s outstanding Common Stock equal to approximately 27.9% |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 11. Stockholders’ Equity Preferred Stock 1,000,000 Common Stock 45,000,000 18,409,281 In February 2022, in connection with the September 2021 acquisition of the 45.62% 500,000 279,720 400,000 In September 2022, in connection with the acquisition of a 9% 1,726,784 1,350,000 Stock Buyback Plan 2.0 579,884 515,000 0.89 1,485,000 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation Equity Incentive Plans 1,500,000 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. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2022 and 2021: Schedule of Stock Option Activity Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding - January 1, 2022 66,126 $ 4.52 7.8 $ - Granted - - - - Exercised - - - - Forfeited - - - - Outstanding - September 30 2022 66,126 $ 4.52 7.0 $ - Exercisable at September 30, 2022 46,126 $ 5.57 6.3 $ - Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding - January 1, 2021 66,126 $ 5.24 8.3 $ - Granted 30,000 2.10 9.7 Exercised - - - Forfeited (30,000 ) 3.69 - Outstanding - September 30 2021 66,126 $ 4.52 8.6 $ - Exercisable at September 30, 2021 36,126 $ 6.53 6.6 $ - Total unrecognized stock-based compensation expense related to unvested stock options at September 30, 2022 was approximately $ 18,500 Warrants As of September 30, 2022 and December 31, 2021, there were no Restricted Stock Units As of September 30, 2022 and 2021, the following is a summary of restricted stock unit activity: Schedule of Restricted Stock Award Activity Number of Shares Outstanding - January 1, 2022 159,525 Granted 341,874 Forfeited (27,646 ) Vested (335,525 ) Outstanding - September 30, 2022 138,228 Number of Shares Outstanding - January 1, 2021 233,875 Granted 59,525 Forfeited - Vested (133,875 ) Outstanding - September 30, 2021 159,525 During the period ended September 30, 2022, the Company granted 27,646 25,000 27,646 In June 2022, the Company granted 138,228 125,000 The RSU award to board members fully vest on the one-year anniversary after the date of grant 176,000 159,000 During the period ended September 30, 2020, the Company granted 300,000 The RSU award grant to the CEO vests 1/3 on the grant date and the remaining 2/3 vested equally on the annual grant date anniversary of the award over the remaining two years with the final vesting occurring in the period ended September 30, 2022 1,107,000 The Company recorded non-cash stock-based compensation expense of $ 439,655 435,915 Total unrecognized stock-based compensation expense related to unvested restricted stock at September 30, 2022 was approximately $ 84,000 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and 2021, the Company recorded income tax benefit of $ 25,479 1,724 35,720 18,767 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 September 30, 2022. The valuation allowance at September 30, 2022 was approximately $ 9,721,000 120,000 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The Company operates in the following segments: (i) PDN Network, (ii) NAPW Network, (iii) RemoteMore (beginning in September 2021) and (iv) Corporate Overhead. The financial results of 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 related of the Company’s reportable segments related to financial position as of September 30, 2022 and December 31, 2021 and results of operations for the three and nine months ended September 30, 2022 and 2021: Schedule of Segment Information Network Network RemoteMore Overhead Consolidated Three Months Ended PDN NAPW Corporate Network Network RemoteMore Overhead Consolidated Membership fees and related services $ - $ 152,462 $ - $ - $ 152,462 Recruitment services 1,165,213 - - - 1,165,213 Contracted software development - - 757,492 - 757,492 Consumer advertising and marketing solutions 39,328 - - - 39,328 Total revenues 1,204,541 152,462 757,492 - 2,114,495 Income (loss) from continuing operations (77,907 ) (261,132 ) (266,161 ) (505,436 ) (1,110,636 ) Depreciation and amortization 7,475 19,597 205,676 - 232,748 Income tax expense (benefit) (1,895 ) (10,410 ) - (13,174 ) (25,479 ) Net income (loss) from continuing operations (74,971 ) (250,689 ) (277,318 ) (492,262 ) (1,095,240 ) As of Goodwill $ 339,451 $ - $ 935,334 $ - $ 1,274,785 Intangibles assets, net 90,400 152,415 1,667 - 244,482 Assets from continuing operations 6,577,544 504,675 (216,457 ) - 6,865,762 Network NAPW Network RemoteMore Overhead Consolidated Three Months Ended PDN NAPW Corporate Network Network RemoteMore Overhead Consolidated Membership fees and related services $ - $ 240,048 $ - $ - $ 240,048 Recruitment services 1,368,440 - - - 1,368,440 Contracted software development - - 19,010 - 19,010 Consumer advertising and marketing solutions 55,517 - - - 55,517 Total revenues 1,423,957 240,048 19,010 - 1,683,015 Income (loss) from continuing operations 692,356 (167,696 ) (34,488 ) (582,674 ) (92,502 ) Depreciation and amortization 5,875 23,793 - - 29,668 Income tax (benefit) expense 7,406 (2,276 ) - (6,854 ) (1,724 ) Net loss from continuing operations 687,343 (165,421 ) (34,488 ) (575,820 ) (88,385 ) As of December 31, 2021 Goodwill $ 339,451 $ - $ 935,334 $ - $ 1,274,785 Intangibles assets, net 90,400 209,570 668,311 - 968,281 Assets from continuing operations 7,596,499 684,881 501,198 - 8,782,578 Network Network RemoteMore Overhead Consolidated Nine Months Ended September 30, 2022 PDN NAPW Corporate Network Network RemoteMore Overhead Consolidated Membership fees and related services $ - $ 509,906 $ - $ - $ 509,906 Recruitment services 3,839,608 - - - 3,839,608 Contracted software development - - 1,882,452 - 1,882,452 Consumer advertising and marketing solutions 130,916 - - - 130,916 Total revenues 3,970,524 509,906 1,882,452 - 6,362,882 Income (loss) from continuing operations 372,156 257,213 (919,883 ) (1,763,388 ) (2,053,902 ) Depreciation and amortization 20,589 58,556 666,912 - 746,057 Income tax expense (benefit) 15,983 (4,769 ) - (46,934) (35,720 ) Net income (loss) from continuing operations 361,489 262,192 (944,928 ) (1,716,454 ) (2,037,701 ) Network Other RemoteMore Overhead Consolidated Nine Months Ended September 30, 2021 PDN Corporate Network Other RemoteMore Overhead Consolidated Membership fees and related services $ - $ 764,470 $ - $ - $ 764,470 Recruitment services 3,695,205 - - - 3,695,205 Contracted software development - - 19,010 - 19,010 Consumer advertising and marketing solutions 149,347 - - - 149,347 Total revenues 3,844,552 764,470 19,010 - 4,628,032 Income (loss) from continuing operations 1,298,391 (585,575 ) (34,488 ) (2,135,833 ) (1,457,507 ) Depreciation and amortization 9,472 78,879 - - 88,351 Income tax expense (benefit) 16,837 (8,011 ) - (27,593 ) (18,767 ) Net income (loss) from continuing operations 1,286,681 (577,565 ) (34,488 ) (2,108,240 ) (1,433,612 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
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. |
Principles of Consolidation | Principles of Consolidation |
Cash Equivalents | Cash Equivalents |
Accounts Receivable | Accounts Receivable 129,000 247,000 |
Other Receivables | Other Receivables – |
Property and Equipment | Property and Equipment 7,000 24,000 2,000 6,000 |
Lease Obligations | Lease Obligations On September 23, 2020, the Company entered into a new office lease agreement for its corporate headquarters. The office lease is for 4,902 84 months |
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 – Deferred revenue includes customer payments which are received prior to performing services and revenues are recognized upon the completion of these services. Annual membership fees collected at the time of enrollment are recognized as revenue ratably over the membership period, which are typically for a 12-month membership period. |
Discontinued Operations | Discontinued Operations China Operations The Company previously disclosed in its Form 10-K for the year ending December 31, 2019 (the “2019 10-K”) and subsequently that the assets of PDN China were frozen by Chinese local authorities in November 2019 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 was affiliated. A subsequent investigation led by a special committee of the Board concluded that it did not find any evidence that the Company or PDN China had engaged in the criminal activity of illegal fund-raising as alleged against Gatewang. The Company subsequently discontinued all of its operations in China. The Company also previously disclosed in the 2019 Form 10-K that the seizure of PDN China’s assets had been lifted in March 2020. However, on April 22, 2021, the Company learned that RMB 18,841,064.15 2.9 The Company has asserted its claim to these funds as the genuine owner to the Chinese officials and asked for their return. The Company plans to pursue all possible legal alternatives to have these funds returned to the Company but such return is uncertain at this time. All historical operating results for the Company’s China operations are included in a loss from discontinued operations, net of tax, in the accompanying statements of operations. For the three and nine months ended September 30, 2022, loss from discontinued operations was approximately $( 13,000 42,000 11,000 72,000 Assets and liabilities of China operations are included in current assets and long-term assets from discontinued operations, and current liabilities and long-term liabilities from discontinued operations. Current assets from discontinued operations were $ 4,600 197,201 197,595 483,841 420,850 Operating Results of Discontinued Operations The following table represents the components of operating results from discontinued operations, which are included in the statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021, net of intercompany eliminations: Schedule of Operating Results of Discontinued Operations 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues $ - $ - $ - $ - General, administrative and other expenses (13,319 ) (10,713 ) (42,213 ) (71,800 ) Loss from discontinued operations before income tax (13,319 ) (10,713 ) (42,213 ) (71,800 ) Income tax expense (benefit) - - - - Net loss from discontinued operations $ (13,319 ) $ (10,713 ) $ (42,213 ) $ (71,800 ) |
Advertising and Marketing Expenses | Advertising and Marketing Expenses – 347,000 862,000 198,000 608,000 |
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 September 30, 2022. 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, 2018 through 2021. 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 September 30, 2022. |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities |
Net Loss per Share | Net Loss per Share Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2022 2021 As of 2022 2021 Warrants to purchase common stock - 125,000 Stock options 46,126 26,126 Unvested restricted stock 138,228 159,524 Total dilutive securities 184,354 310,650 |
Reclassifications | Reclassifications |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For public business entities that are SEC filers that are Smaller Reporting Companies, the amendments in this update are effective for fiscal years beginning after January 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this new guidance on its financial position, results of operations, statement of comprehensive income, and cash flows, and will adopt the provisions of this statement in the first quarter of fiscal 2023. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Operating Results of Discontinued Operations | The following table represents the components of operating results from discontinued operations, which are included in the statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021, net of intercompany eliminations: Schedule of Operating Results of Discontinued Operations 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues $ - $ - $ - $ - General, administrative and other expenses (13,319 ) (10,713 ) (42,213 ) (71,800 ) Loss from discontinued operations before income tax (13,319 ) (10,713 ) (42,213 ) (71,800 ) Income tax expense (benefit) - - - - Net loss from discontinued operations $ (13,319 ) $ (10,713 ) $ (42,213 ) $ (71,800 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2022 2021 As of 2022 2021 Warrants to purchase common stock - 125,000 Stock options 46,126 26,126 Unvested restricted stock 138,228 159,524 Total dilutive securities 184,354 310,650 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Company Measurement | The purchase price allocation as of the date of the acquisition was based on a detailed analysis about the fair value of assets acquired. No liabilities were assumed. The major classes of assets to which we have allocated the purchase price were as follows: Schedule of Company Measurement Goodwill $ 935,334 Intangible assets 427,999 Business combination total $ 1,363,333 |
Capitalized Technology (Tables)
Capitalized Technology (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Research and Development [Abstract] | |
Schedule of Capitalized Technology | Capitalized Technology, net is as follows: Schedule of Capitalized Technology September 30, 2022 December 31, 2021 Capitalized cost: Balance, beginning of period $ 43,038 $ 25,867 Additional capitalized cost 17,085 49,970 Provision for amortization (15,593 ) (32,799 ) Balance, end of period $ 44,530 $ 43,038 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net was as follows: Schedule of Intangible Assets Useful Lives Gross Carrying Accumulated Net September 30, 2022 (Years) Amount Amortization Amount Long-lived intangible assets: Sales Process 10 $ 2,130,956 $ (1,978,541 ) $ 152,415 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 4 442,500 (440,833 ) 1,667 Contracts acquired in RemoteMore acquisition 3 12 935,683 (935,683 ) - 13,046,792 (12,892,710 ) 154,082 Indefinite-lived intangible assets: Trade name 90,400 Intangible assets, net $ 244,482 Useful Lives Gross Accumulated Net December 31, 2021 (Years) Amount Amortization Amount Long-lived intangible assets: Sales Process 10 $ 2,130,956 $ (1,921,386 ) $ 209,570 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 4 442,500 (440,208 ) 2,292 Contracts acquired in RemoteMore acquisition 3 12 935,683 (269,664 ) 666,019 13,046,792 (12,168,911 ) 877,881 Indefinite-lived intangible assets: Trade name 90,400 Intangible assets, net $ 968,281 |
Schedule of Future Annual Estimated Amortization Expense | As of September 30, 2022, estimated amortization expense in future fiscal years is summarized as follows: Schedule of Future Annual Estimated Amortization Expense Year ended December 31, Remaining of 2022 $ 19,260 2023 77,041 2024 57,781 Net Carrying Amount $ 154,082 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2022 and 2021: Schedule of Stock Option Activity Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding - January 1, 2022 66,126 $ 4.52 7.8 $ - Granted - - - - Exercised - - - - Forfeited - - - - Outstanding - September 30 2022 66,126 $ 4.52 7.0 $ - Exercisable at September 30, 2022 46,126 $ 5.57 6.3 $ - Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding - January 1, 2021 66,126 $ 5.24 8.3 $ - Granted 30,000 2.10 9.7 Exercised - - - Forfeited (30,000 ) 3.69 - Outstanding - September 30 2021 66,126 $ 4.52 8.6 $ - Exercisable at September 30, 2021 36,126 $ 6.53 6.6 $ - |
Schedule of Restricted Stock Award Activity | As of September 30, 2022 and 2021, the following is a summary of restricted stock unit activity: Schedule of Restricted Stock Award Activity Number of Shares Outstanding - January 1, 2022 159,525 Granted 341,874 Forfeited (27,646 ) Vested (335,525 ) Outstanding - September 30, 2022 138,228 Number of Shares Outstanding - January 1, 2021 233,875 Granted 59,525 Forfeited - Vested (133,875 ) Outstanding - September 30, 2021 159,525 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Schedule of Segment Information Network Network RemoteMore Overhead Consolidated Three Months Ended PDN NAPW Corporate Network Network RemoteMore Overhead Consolidated Membership fees and related services $ - $ 152,462 $ - $ - $ 152,462 Recruitment services 1,165,213 - - - 1,165,213 Contracted software development - - 757,492 - 757,492 Consumer advertising and marketing solutions 39,328 - - - 39,328 Total revenues 1,204,541 152,462 757,492 - 2,114,495 Income (loss) from continuing operations (77,907 ) (261,132 ) (266,161 ) (505,436 ) (1,110,636 ) Depreciation and amortization 7,475 19,597 205,676 - 232,748 Income tax expense (benefit) (1,895 ) (10,410 ) - (13,174 ) (25,479 ) Net income (loss) from continuing operations (74,971 ) (250,689 ) (277,318 ) (492,262 ) (1,095,240 ) As of Goodwill $ 339,451 $ - $ 935,334 $ - $ 1,274,785 Intangibles assets, net 90,400 152,415 1,667 - 244,482 Assets from continuing operations 6,577,544 504,675 (216,457 ) - 6,865,762 Network NAPW Network RemoteMore Overhead Consolidated Three Months Ended PDN NAPW Corporate Network Network RemoteMore Overhead Consolidated Membership fees and related services $ - $ 240,048 $ - $ - $ 240,048 Recruitment services 1,368,440 - - - 1,368,440 Contracted software development - - 19,010 - 19,010 Consumer advertising and marketing solutions 55,517 - - - 55,517 Total revenues 1,423,957 240,048 19,010 - 1,683,015 Income (loss) from continuing operations 692,356 (167,696 ) (34,488 ) (582,674 ) (92,502 ) Depreciation and amortization 5,875 23,793 - - 29,668 Income tax (benefit) expense 7,406 (2,276 ) - (6,854 ) (1,724 ) Net loss from continuing operations 687,343 (165,421 ) (34,488 ) (575,820 ) (88,385 ) As of December 31, 2021 Goodwill $ 339,451 $ - $ 935,334 $ - $ 1,274,785 Intangibles assets, net 90,400 209,570 668,311 - 968,281 Assets from continuing operations 7,596,499 684,881 501,198 - 8,782,578 Network Network RemoteMore Overhead Consolidated Nine Months Ended September 30, 2022 PDN NAPW Corporate Network Network RemoteMore Overhead Consolidated Membership fees and related services $ - $ 509,906 $ - $ - $ 509,906 Recruitment services 3,839,608 - - - 3,839,608 Contracted software development - - 1,882,452 - 1,882,452 Consumer advertising and marketing solutions 130,916 - - - 130,916 Total revenues 3,970,524 509,906 1,882,452 - 6,362,882 Income (loss) from continuing operations 372,156 257,213 (919,883 ) (1,763,388 ) (2,053,902 ) Depreciation and amortization 20,589 58,556 666,912 - 746,057 Income tax expense (benefit) 15,983 (4,769 ) - (46,934) (35,720 ) Net income (loss) from continuing operations 361,489 262,192 (944,928 ) (1,716,454 ) (2,037,701 ) Network Other RemoteMore Overhead Consolidated Nine Months Ended September 30, 2021 PDN Corporate Network Other RemoteMore Overhead Consolidated Membership fees and related services $ - $ 764,470 $ - $ - $ 764,470 Recruitment services 3,695,205 - - - 3,695,205 Contracted software development - - 19,010 - 19,010 Consumer advertising and marketing solutions 149,347 - - - 149,347 Total revenues 3,844,552 764,470 19,010 - 4,628,032 Income (loss) from continuing operations 1,298,391 (585,575 ) (34,488 ) (2,135,833 ) (1,457,507 ) Depreciation and amortization 9,472 78,879 - - 88,351 Income tax expense (benefit) 16,837 (8,011 ) - (27,593 ) (18,767 ) Net income (loss) from continuing operations 1,286,681 (577,565 ) (34,488 ) (2,108,240 ) (1,433,612 ) |
Basis of Presentation and Des_2
Basis of Presentation and Description of Business (Details Narrative) | Sep. 30, 2022 |
PDN Inc [Member] | |
Ownership percentage | 45.62% |
Going Concern and Management__2
Going Concern and Management’s Plans (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Retained Earnings (Accumulated Deficit) | $ 97,351,520 | $ 97,351,520 | $ 95,779,817 | ||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | 1,095,240 | $ 88,385 | 2,037,701 | $ 1,433,612 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 1,393,734 | 1,159,745 | |||
Cash and Cash Equivalents, at Carrying Value | 1,462,958 | 1,462,958 | 3,402,697 | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,114,495 | $ 1,683,015 | 6,362,882 | $ 4,628,032 | |
Working capital deficiency | $ 128,000 | $ 128,000 | $ 834,000 |
Schedule of Operating Results o
Schedule of Operating Results of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Revenues | ||||
General, administrative and other expenses | (13,319) | (10,713) | (42,213) | (71,800) |
Loss from discontinued operations before income tax | (13,319) | (10,713) | (42,213) | (71,800) |
Income tax expense (benefit) | ||||
Net loss from discontinued operations | $ (13,319) | $ (10,713) | $ (42,213) | $ (71,800) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total dilutive securities | 184,354 | 310,650 |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total dilutive securities | 125,000 | |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total dilutive securities | 46,126 | 26,126 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total dilutive securities | 138,228 | 159,524 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||||
Apr. 22, 2021 USD ($) | Apr. 22, 2021 CNY (¥) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Sep. 23, 2020 ft² | |
Accounting Policies [Abstract] | ||||||||
Allowance for doubtful accounts | $ 129,000 | $ 129,000 | $ 247,000 | |||||
Depreciation | 2,000 | $ 6,000 | 7,000 | $ 24,000 | ||||
Area of land | ft² | 4,902 | |||||||
Lessor operating lease term of contract | 84 months | |||||||
Sale of stock, consideration received per transaction | $ 2,900,000 | ¥ 18,841,064.15 | ||||||
Loss from discontinued operations | 13,000 | 11,000 | 42,000 | 72,000 | ||||
Disposal group, including discontinued operation, assets, current | 4,600 | 4,600 | 4,600 | |||||
Disposal group, including discontinued operation, assets, noncurrent | 197,201 | 197,201 | 197,595 | |||||
Disposal group, including discontinued operation, liabilities, current | 483,841 | 483,841 | $ 420,850 | |||||
Marketing and advertising expense | $ 347,000 | $ 198,000 | $ 862,000 | $ 608,000 |
Schedule of Company Measurement
Schedule of Company Measurement (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,274,785 | $ 1,274,785 |
Preliminary Measurement [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill | 935,334 | |
Intangible assets | 427,999 | |
Business combination total | $ 1,363,333 |
Business Combinations (Details
Business Combinations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 20, 2021 | Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||||
Amortization expenses of intangible assets | $ 225,000 | $ 19,000 | $ 724,000 | $ 57,000 | ||
Remote More USA Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquired percentage | 45.62% | 45.62% | ||||
Estimated purchase price | $ 1,363,333 | |||||
Payments to acquire | 863,333 | |||||
Cash | $ 500,000 | $ 500,000 | ||||
Seller interest percentage | 54.38% | |||||
Revenue | 757,000 | 1,882,000 | 19,000 | |||
Operating cost | 1,034,000 | 2,802,000 | 53,000 | |||
Amortization expenses of intangible assets | 205,000 | 667,000 | ||||
Loss before income taxes | $ 277,000 | $ 945,000 | $ 34,000 | |||
Acquisition of shares of common stock | 279,720 | |||||
Acquisition of shares of common stock, value | $ 400,000 | |||||
Option to purchase percentage | 20% | |||||
Option to purchase amount | $ 100,000 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Contract assets | $ 0 | ||
Contract liabilities | 1,678,890 | $ 2,149,885 | |
Revenue recognized | $ 1,315,000 | ||
Recruitment Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue percentage | 0.115 | 0.102 |
Schedule of Capitalized Technol
Schedule of Capitalized Technology (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Research and Development [Abstract] | ||
Balance, beginning of period | $ 43,038 | $ 25,867 |
Additional capitalized cost | 17,085 | 49,970 |
Provision for amortization | (15,593) | (32,799) |
Balance, end of period | $ 44,530 | $ 43,038 |
Capitalized Technology (Details
Capitalized Technology (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Research and Development [Abstract] | ||||
Amortization expense | $ 6,100 | $ 9,500 | $ 15,600 | $ 28,400 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 13,046,792 | $ 13,046,792 |
Accumulated amortization | (12,892,710) | (12,168,911) |
Net carrying amount | 154,082 | 877,881 |
Indefinite-lived intangible assets: Trade name | 90,400 | 90,400 |
Intangible assets, net | $ 244,482 | $ 968,281 |
Sales Process [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 10 years | 10 years |
Gross carrying amount | $ 2,130,956 | $ 2,130,956 |
Accumulated amortization | (1,978,541) | (1,921,386) |
Net carrying amount | $ 152,415 | $ 209,570 |
Paid Member Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 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] | ||
Finite-lived intangible asset, useful life | 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 Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 3 years | 3 years |
Gross carrying amount | $ 648,000 | $ 648,000 |
Accumulated amortization | (648,000) | (648,000) |
Net carrying amount | ||
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 4 years | 4 years |
Gross carrying amount | $ 442,500 | $ 442,500 |
Accumulated amortization | (440,833) | (440,208) |
Net carrying amount | 1,667 | 2,292 |
Contracts Acquired in RemoteMore Acquisition [Member] | Remote More [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 935,683 | 935,683 |
Accumulated amortization | (935,683) | (269,664) |
Net carrying amount | $ 666,019 | |
Contracts Acquired in RemoteMore Acquisition [Member] | Minimum [Member] | Remote More [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 3 months | 3 months |
Contracts Acquired in RemoteMore Acquisition [Member] | Maximum [Member] | Remote More [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 12 months | 12 months |
Schedule of Future Annual Estim
Schedule of Future Annual Estimated Amortization Expense (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining of 2022 | $ 19,260 | |
2023 | 77,041 | |
2024 | 57,781 | |
Net Carrying Amount | $ 154,082 | $ 877,881 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 225,000 | $ 19,000 | $ 724,000 | $ 57,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2020 |
Right-of-use assets | $ 381,311 | $ 427,652 | |
Lease liability | 463,595 | ||
Litigation settlement reserve | $ 450,000 | ||
PDN China's Bank [Member] | |||
Bank balance | $ 195,000 |
CFL Transaction (Details Narrat
CFL Transaction (Details Narrative) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 12, 2016 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.01 | $ 0.01 | |
Cosmic Forward Limited [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock ownership, percentage | 27.90% | ||
Stock Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.01 | ||
Percentage of common stock held by investors | 51% |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Sep. 20, 2021 | Feb. 28, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred stock, shares undesignated | 1,000,000 | |||
Common stock, shares authorized | 45,000,000 | 45,000,000 | ||
Common stock, shares, outstanding | 18,409,281 | 16,067,252 | ||
Long term investments | $ 1,350,000 | |||
Stock Buyback Plan [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of stock repurchased during the period | 579,884 | |||
Repurchase shares value | $ 515,000 | |||
Average cost per share | $ 0.89 | |||
Amount remaining on stock repurchase plan | $ 1,485,000 | |||
Stock Buyback Plan [Member] | Maximum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Repurchase of common stock outstanding | $ 2,000,000 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period, shares, new issues | 1,726,784 | |||
Remote More USA Inc [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Equity method investment, ownership percentage | 45.62% | 45.62% | ||
Acquisition of shares of common stock | $ 500,000 | $ 500,000 | ||
Acquisition of shares of common stock | 279,720 | |||
Stock issued during period, value, acquisitions | $ 400,000 | |||
Koala Crypto Limited [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Equity method investment, ownership percentage | 9% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of options, outstanding, beginning balance | 66,126 | 66,126 | 66,126 | |
Weighted average exercise price, outstanding, beginning balance | $ 4.52 | $ 5.24 | $ 5.24 | |
Weighted average remaining contractual term | 7 years | 8 years 7 months 6 days | 7 years 9 months 18 days | 8 years 3 months 18 days |
Aggregrate intrinsic value, outstanding beginning balance | ||||
Number of options, granted | 30,000 | |||
Weighted average exercise price, granted | $ 2.10 | |||
Number of options, exercised | ||||
Weighted average exercise price, exercised | ||||
Number of options, forfeited | (30,000) | |||
Weighted average exercise price, forfeited | $ 3.69 | |||
Number of options, outstanding, ending balance | 66,126 | 66,126 | 66,126 | 66,126 |
Weighted average exercise price, outstanding, ending balance | $ 4.52 | $ 4.52 | $ 4.52 | $ 5.24 |
Aggregrate intrinsic value, outstanding ending balance | ||||
Number of options, exercisable, ending balance | 46,126 | 36,126 | ||
Weighted average exercise price, exercisable, ending balance | $ 5.57 | $ 6.53 | ||
Weighted average remaining contractual term, exercisable | 6 years 3 months 18 days | 6 years 7 months 6 days | ||
Aggregrate intrinsic value, exercisable balance | ||||
Weighted average remaining contractual term, granted | 9 years 8 months 12 days |
Schedule of Restricted Stock Aw
Schedule of Restricted Stock Award Activity (Details) - Restricted Stock Units (RSUs) [Member] - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares unvested, outstanding, beginning balance | 159,525 | 233,875 |
Granted | 341,874 | 59,525 |
Forfeited | (27,646) | |
Vested | (335,525) | (133,875) |
Number of shares unvested, outstanding, ending balance | 138,228 | 159,525 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based compensation | $ 439,655 | $ 435,914 | ||||
Warrants, outstanding | 0 | 0 | ||||
Restricted stock units, fair value | $ 1,107,000 | |||||
Restricted stock, description | The RSU award to board members fully vest on the one-year anniversary after the date of grant | The RSU award grant to the CEO vests 1/3 on the grant date and the remaining 2/3 vested equally on the annual grant date anniversary of the award over the remaining two years with the final vesting occurring in the period ended September 30, 2022 | ||||
Unrecognized stock-based compensation | $ 84,000 | |||||
General and Administrative Expense [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based compensation | 439,655 | $ 435,915 | ||||
Chief Executive Officer [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Restricted stock units, granted | 300,000 | |||||
Unvested Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based compensation | $ 18,500 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Restricted stock units, granted | 341,874 | 59,525 | ||||
Restricted stock units, granted | 27,646 | |||||
Restricted Stock Units (RSUs) [Member] | Non Employee Directors [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Restricted stock units, granted | 138,228 | 27,646 | ||||
Restricted stock units, fair value | $ 125,000 | |||||
Restricted Stock Units (RSUs) [Member] | Non Employee Director [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Restricted stock units, granted | 27,646 | |||||
Restricted Stock Units (RSUs) [Member] | Certain Officers and Managers [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Restricted stock units, granted | 176,000 | |||||
Restricted stock units, fair value | $ 159,000 | |||||
Combined Awards [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Restricted stock units, fair value | $ 25,000 | |||||
2013 Equity Compensation Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based number of shares authorized | 1,500,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 25,479 | $ 1,724 | $ 35,720 | $ 18,767 |
Valuation allowance | $ 9,721,000 | 9,721,000 | ||
Change in valuation allowance | $ 120,000 |
Schedule of Segment Information
Schedule of Segment Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 2,114,495 | $ 1,683,015 | $ 6,362,882 | $ 4,628,032 | |
Income (loss) from continuing operations | (1,110,636) | (92,502) | (2,053,902) | (1,457,507) | |
Depreciation and amortization | 232,748 | 29,668 | 746,057 | 88,351 | |
Income tax expense (benefit) | (25,479) | (1,724) | (35,720) | (18,767) | |
Net income (loss) from continuing operations | (1,095,240) | (88,385) | (2,037,701) | (1,433,612) | |
Goodwill | 1,274,785 | 1,274,785 | $ 1,274,785 | ||
Goodwill | 244,482 | 244,482 | 968,281 | ||
Goodwill | 6,865,762 | 6,865,762 | 8,782,578 | ||
Membership Fees and Related Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 152,462 | 240,048 | 509,906 | 764,470 | |
Recruitment Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 1,165,213 | 1,368,440 | 3,839,608 | 3,695,205 | |
Contracted Software Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 757,492 | 19,010 | 1,882,452 | 19,010 | |
Consumer Advertising and Marketing Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 39,328 | 55,517 | 130,916 | 149,347 | |
Professional Diversity Network [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 1,204,541 | 1,423,957 | 3,970,524 | 3,844,552 | |
Income (loss) from continuing operations | (77,907) | 692,356 | 372,156 | 1,298,391 | |
Depreciation and amortization | 7,475 | 5,875 | 20,589 | 9,472 | |
Income tax expense (benefit) | (1,895) | 7,406 | 15,983 | 16,837 | |
Net income (loss) from continuing operations | (74,971) | 687,343 | 361,489 | 1,286,681 | |
Goodwill | 339,451 | 339,451 | 339,451 | ||
Goodwill | 90,400 | 90,400 | 90,400 | ||
Goodwill | 6,577,544 | 6,577,544 | 7,596,499 | ||
Professional Diversity Network [Member] | Membership Fees and Related Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
Professional Diversity Network [Member] | Recruitment Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 1,165,213 | 1,368,440 | 3,839,608 | 3,695,205 | |
Professional Diversity Network [Member] | Contracted Software Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
Professional Diversity Network [Member] | Consumer Advertising and Marketing Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 39,328 | 55,517 | 130,916 | 149,347 | |
National Association Of Professional Women [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 152,462 | 240,048 | 509,906 | ||
Income (loss) from continuing operations | (261,132) | (167,696) | 257,213 | ||
Depreciation and amortization | 19,597 | 23,793 | 58,556 | ||
Income tax expense (benefit) | (10,410) | (2,276) | (4,769) | ||
Net income (loss) from continuing operations | (250,689) | (165,421) | 262,192 | ||
Goodwill | |||||
Goodwill | 152,415 | 152,415 | 209,570 | ||
Goodwill | 504,675 | 504,675 | 684,881 | ||
National Association Of Professional Women [Member] | Membership Fees and Related Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 152,462 | 240,048 | 509,906 | ||
National Association Of Professional Women [Member] | Recruitment Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
National Association Of Professional Women [Member] | Contracted Software Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
National Association Of Professional Women [Member] | Consumer Advertising and Marketing Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
Remote More [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 757,492 | 19,010 | 1,882,452 | 19,010 | |
Income (loss) from continuing operations | (266,161) | (34,488) | (919,883) | (34,488) | |
Depreciation and amortization | 205,676 | 666,912 | |||
Income tax expense (benefit) | |||||
Net income (loss) from continuing operations | (277,318) | (34,488) | (944,928) | (34,488) | |
Goodwill | 935,334 | 935,334 | 935,334 | ||
Goodwill | 1,667 | 1,667 | 668,311 | ||
Goodwill | (216,457) | (216,457) | 501,198 | ||
Remote More [Member] | Membership Fees and Related Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
Remote More [Member] | Recruitment Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
Remote More [Member] | Contracted Software Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 757,492 | 19,010 | 1,882,452 | 19,010 | |
Remote More [Member] | Consumer Advertising and Marketing Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
Corporate Overhead [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
Income (loss) from continuing operations | (505,436) | (582,674) | (1,763,388) | (2,135,833) | |
Depreciation and amortization | |||||
Income tax expense (benefit) | (13,174) | (6,854) | (46,934) | (27,593) | |
Net income (loss) from continuing operations | (492,262) | (575,820) | (1,716,454) | (2,108,240) | |
Goodwill | |||||
Goodwill | |||||
Goodwill | |||||
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] | Contracted Software Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
Corporate Overhead [Member] | Consumer Advertising and Marketing Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
Other Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 764,470 | ||||
Income (loss) from continuing operations | (585,575) | ||||
Depreciation and amortization | 78,879 | ||||
Income tax expense (benefit) | (8,011) | ||||
Net income (loss) from continuing operations | (577,565) | ||||
Other Segments [Member] | Membership Fees and Related Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 764,470 | ||||
Other Segments [Member] | Recruitment Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
Other Segments [Member] | Contracted Software Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | |||||
Other Segments [Member] | Consumer Advertising and Marketing Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues |