Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Mar. 31, 2012 | Jan. 03, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'NATIONAL SCIENTIFIC CORP/AZ | ' |
Entity Central Index Key | '0001022505 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-12 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 215,029,216 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2012 | ' |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Mar. 31, 2012 | Sep. 30, 2011 |
CURRENT ASSETS: | ' | ' |
Cash | $93,146 | $11,016 |
Accounts receivable | 719 | ' |
Total current assets | 93,865 | 11,016 |
Proprietary technology | 1,140,101 | 1,200,106 |
TOTAL ASSETS | 1,233,966 | 1,211,122 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued liabilities | 213,779 | ' |
Advances from officers | 117,582 | 180,796 |
Line of credit | 35,114 | 44,535 |
Notes payable | ' | ' |
Net liabilities of discontinued operations | ' | 1,760,459 |
Total current liabilities | 366,475 | 1,985,790 |
Note payable affiliate | ' | 1,200,106 |
TOTAL LIABILITIES | 366,475 | 3,185,896 |
STOCKHOLDERS' EQUITY (DEFICIT): | ' | ' |
Preferred stock, $.10 par value, 4,000,000 shares authorized; none issued and outstanding as of March 31, 2012 and September 30, 2011 | 40,000 | 40,000 |
Common stock, $0.01 par value, 650,000,000 shares authorized; 180,526,879 issued and outstanding as of March 31, 2012 and September 30, 2011, respectively | 2,107,699 | 1,805,269 |
Additional paid-in capital | 24,586,749 | 22,409,927 |
Accumulated deficit | -25,866,957 | -26,229,970 |
Total stockholders' equity (deficit) | 867,491 | -1,974,774 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $1,233,966 | $1,211,122 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2012 | Sep. 30, 2011 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock, Par Value | $0.01 | $0.01 |
Preferred Stock, Shares Authorized | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstandng | 0 | 0 |
Common Stock, Par Value | $0.01 | $0.01 |
Common Stock, Shares Authorized | 650,000,000 | 650,000,000 |
Common Stock, Shares Issued | 180,526,879 | 180,526,879 |
Common Stock, Shares Outstanding | 180,526,879 | 180,526,879 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2012 | Mar. 31, 2011 | Mar. 31, 2012 | Mar. 31, 2011 | |
Income Statement [Abstract] | ' | ' | ' | ' |
REVENUES | $216,685 | ' | $216,685 | ' |
COST OF REVENUES | 60,005 | ' | 60,005 | ' |
GROSS PROFIT | 156,680 | ' | 156,680 | ' |
OPERATING EXPENSES: | ' | ' | ' | ' |
General and administrative | 27,485 | 149,301 | 74,433 | 152,740 |
Research and development | 42,000 | 21,500 | 42,000 | 33,500 |
Total operating expenses | 69,485 | 170,801 | 116,433 | 186,240 |
OPERATING Income (LOSS) | 87,195 | -170,801 | 40,247 | -186,240 |
OTHER (INCOME) AND EXPENSES | ' | ' | ' | ' |
Interest expense | 1,102 | ' | 1,102 | ' |
Total other (income) and expenses | 1,102 | 4,726 | 1,102 | 7,077 |
INCOME (LOSS) FROM CONTINUED OPERATIONS | 86,093 | -170,801 | 39,145 | -186,240 |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS | 328,334 | -4,726 | 323,868 | -7,077 |
NET Income (LOSS) | $414,427 | ($175,527) | $363,013 | ($193,317) |
Basic | ' | ' | ' | ' |
Continuing operations | $0 | $0 | $0 | $0 |
Discontinuing operations | $0 | $0 | $0 | $0 |
Total | $0 | $0 | $0 | $0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ' | ' | ' | ' |
Basic and diluted | 210,769,879 | 180,276,879 | 208,369,223 | 172,694,461 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Mar. 31, 2012 | Mar. 31, 2011 | |
Statement of Cash Flows [Abstract] | ' | ' |
Net income (loss) | $363,013 | ($193,317) |
Discontinued operations | -323,868 | 7,077 |
Net income (loss) from continuing operations | 39,145 | -186,240 |
Adjustments to reconcile net income (loss) from continuing operations to net cash from operating activities: | ' | ' |
Depreciation and amortization | 60,005 | ' |
Stock issued for compensation | 184 | 105,000 |
Stock issued for license agreements | 1,150 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -719 | ' |
Net assets and liabilities from discontinued operations | ' | -23,014 |
Net cash provided by (used in) operating activities | 99,765 | -104,254 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Common stock issued for cash | 55,000 | ' |
Advances from officer | 18,064 | 7,663 |
Repayment of advances from officer | -81,278 | ' |
Proceeds from line of credit | ' | 94,004 |
Repayment of line of credit | -9,421 | ' |
Net cash (used in) provided by financing activities | -17,635 | 101,667 |
INCREASE (DECREASE) IN CASH | 82,130 | -2,587 |
CASH, BEGINNING OF PERIOD | 11,016 | 2,597 |
CASH, END OF PERIOD | 93,146 | 11 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' |
Interest paid | ' | ' |
Taxes paid | ' | ' |
SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING AND FINANCING ACTIVITIES: | ' | ' |
Reclass from discontinued operations to accounts payables | 213,779 | ' |
Write-off of debt - related parties | 1,222,812 | ' |
Common stock issued for settlement of debt | 1,200,106 | ' |
Debt issued for purchase of proprietary technology | ' | $1,200,106 |
NOTE_1_DESCRIPTION_OF_BUSINESS
NOTE 1. DESCRIPTION OF BUSINESS | 6 Months Ended |
Mar. 31, 2012 | |
Accounting Policies [Abstract] | ' |
NOTE 1. DESCRIPTION OF BUSINESS | ' |
NOTE 1- DESCRIPTION OF BUSINESS | |
Cloud Medical Doctor Software Corporation (the “Company” or “Cloud-MD”) was incorporated in Texas on June 22, 1953 as American Mortgage Company. On May 16, 1996, the Company changed its name to National Scientific Corporation. On April 3, 2012, the Company changed its name to Cloud Medical Doctor Software Corporation. | |
In 2011, Cloud-MD introduced the Cloud-MD Office, a “Cloud Based”, 5010 ready and ICD-10 compliant, fully integrated and interoperable suite of medical software and services, designed by experienced healthcare analysts and programmers for healthcare providers, that produces “Actionable Information” to help Independent Physician Practices, New Care Delivery Models (ACO), Healthcare Systems and Billing Services optimize a wide range of business processes resulting in Increased Profits, Higher Quality, Greater Efficiency, Noticeable Cost Reductions and Better Patient Care. Current software product offerings include Practice Management, Electronic Medical Records, Revenue Management, Patient Financial Solutions, Medical and Pharmaceutical Supply Management, Claims Management and PHI Exchange. | |
In 2012, Cloud-MD launched Cloud-MD Billing Services which provides management of medical claims from posting physician charges and payments into our medical billing software. The software uses a continuous insurance claim follow-up system to track and research all rejected or denied medical claims; a Comprehensive Reporting module that includes monthly financial statements sent to our clients so they can see how their practice is performing and a variety of detailed reports giving our clients the necessary information and tools used to assist in the increased production which leads to more profit; and patient account inquiries & support to assist patients with their billing and insurance questions. |
NOTE_2_BASIS_OF_PRESENTATION_O
NOTE 2. BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS | 6 Months Ended |
Mar. 31, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NOTE 2. BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS | ' |
NOTE 2 - BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS | |
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending September 30, 2012. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2011 have been omitted; this report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended September 30, 2011 included within its Form 10-K as filed with the Securities and Exchange Commission. |
NOTE_3_GOING_CONCERN_ISSUES
NOTE 3. GOING CONCERN ISSUES | 6 Months Ended |
Mar. 31, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NOTE 3. GOING CONCERN ISSUES | ' |
NOTE 3 - GOING CONCERN ISSUES | |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has an accumulated deficit at March 31, 2012 of $25,866,957 and needs additional cash to maintain its operations. | |
These factors raise doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
The Company’s continued existence is dependent upon management’s ability to develop profitable operations, continued contributions from the Company’s executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company’s products and business. |
NOTE_4_SUMMARY_OF_SIGNIFICANT_
NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | ||||||||||||||||
Mar. 31, 2012 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows: | |||||||||||||||||
Use of Estimates and Assumptions | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. The Company’s most significant estimates relate to the valuation of its proprietary technology and its valuation of its common stock. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At March 31, 2012, cash and cash equivalents include cash on hand and cash in the bank and the FDIC insures these deposits up to $250,000. | |||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
The long-lived assets were being evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. The identifiable intangibles are amortized over their useful lives of 5 years and are reviewed annually for impairment. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. | |||||||||||||||||
Fair value is focused on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Within the measurement of fair value, the use of market-based information is prioritized over entity specific information and a three-level hierarchy for fair value measurements is used based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. | |||||||||||||||||
The three-level hierarchy for fair value measurements is defined as follows: | |||||||||||||||||
• | Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; | ||||||||||||||||
• | Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; | ||||||||||||||||
• | Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement | ||||||||||||||||
The following table summarizes fair value measurements by level at March 31, 2012 and September 30, 2011 for assets measured at fair value on a recurring basis: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
At March 31, 2012 | |||||||||||||||||
Proprietary Technology | 1,140,101 | 1,140,101 | |||||||||||||||
Total Proprietary Technology | 1,140,101 | 1,140,101 | |||||||||||||||
At September 30, 2011 | |||||||||||||||||
Proprietary Technology | 1,200,106 | 1,200,106 | |||||||||||||||
Total Proprietary Technology | 1,200,106 | 1,200,106 | |||||||||||||||
Accounts Receivable and Allowance for Uncollectible Accounts | |||||||||||||||||
Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable the receivable will not be recovered. As of March 31, 2012 and 2011, the Company had no valuation allowance for the Company’s accounts receivable. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized. | |||||||||||||||||
The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At March 31, 2012, the Company did not record any liabilities for uncertain tax positions. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
License revenue consists principally of revenue earned under software license agreements. The Company sells its software to a medical practitioner for direct payment or through a third party leasing company for direct payment to the Company. The third party lease agreement is a non-recourse debt and the Company is not responsible for the default of the medical practitioner. License revenue is generally recognized when a signed contract or other persuasive evidence of an arrangement exists, the software has been electronically delivered, the license fee is fixed or is measured on a paid user basis; and collection of the resulting receivable is probable. When contracts contain multiple elements wherein Vendor-Specific Objective Evidence (“VSOE”) exists for all undelivered elements, we account for the delivered elements in accordance with the “Residual Method.” | |||||||||||||||||
VSOE of fair value for maintenance and support is established by a stated renewal rate, if substantive, included in the license arrangement or rates charged in stand-alone sales of maintenance and support. Revenue from subscription license agreements, which include software, rights to unspecified future products and maintenance, is recognized ratably over the term of the subscription period. | |||||||||||||||||
Provided all other revenue criteria are met, the upfront, minimum, non-refundable license fees from customers are generally recognized upon delivery and on-going royalty fees are generally recognized upon reports of new licenses issued. If there is significant uncertainty about the project completion or receipt of payment for professional services, revenue is deferred until the uncertainty is sufficiently resolved. VSOE of fair value of services is based upon stand-alone sales of those services. | |||||||||||||||||
Subscription revenue is generated from bandwidth and information storage. One year and each year thereafter, the software is purchased and installed the purchaser will pay an annual fee of $1,200, $1,500, $1,800, and $2,400, respectively. Subscription revenue is recognized ratably over the term of the agreement. | |||||||||||||||||
Transaction revenue is generated from the following services and recognized when transaction occurs: | |||||||||||||||||
· | Electronic Remittance Advise $0.35 Electronic remittance transaction fee; | ||||||||||||||||
· | Paper Claims $1.00 Paper claim fee; | ||||||||||||||||
· | Carrier Direct $0.16 Carrier direct fee; | ||||||||||||||||
· | Fast Forward $0.35 Fast forward transaction fee; and, | ||||||||||||||||
· | Patient Credit $2.50 Automatic Debit processing per transaction paid by the patient | ||||||||||||||||
The Company has not incurred any transaction revenues in the six month ended March 31, 2012. | |||||||||||||||||
Cost of License, and Subscriptions Revenues | |||||||||||||||||
Cost of license revenue is primarily comprised of the license-based royalties to third parties and production and distribution costs for initial product licenses. | |||||||||||||||||
Cost of subscription revenue is primarily comprised of the costs associated with the customer support personnel that provide maintenance, enhancement and support services to customers. | |||||||||||||||||
The amortization of acquired technology for products acquired through business combinations are considered as the cost of revenues. | |||||||||||||||||
Sales Commissions | |||||||||||||||||
The Company pays commissions, including sales bonuses, to the direct sales force related to revenue transactions under sales compensation plans established annually. The commission payments are typically paid in full in the month or quarter following execution of the customer contracts. The Company paid commissions of $25,177 and $0 for the six months ended March 31, 2012 and 2011, respectively. | |||||||||||||||||
Research and Development and Software Development Costs | |||||||||||||||||
Capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on our product development process, technological feasibility is established upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred. Our research and development costs for the six months ended March 31, 2012 and 2011 were $42,000 and $33,500, respectively. | |||||||||||||||||
Share-Based Compensation | |||||||||||||||||
The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the vesting or requisite service period. | |||||||||||||||||
Basic and Diluted Net Loss per Common Share | |||||||||||||||||
Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of March 31, 2012 and 2011, the Company had no potentially dilutive instruments outstanding. | |||||||||||||||||
Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. | |||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
All of the Company’s cash and cash equivalents are maintained in regional and national financial institutions. The Company has exposure to credit risk to the extent that its cash and cash equivalents exceed amounts covered by the U.S. federal deposit insurance; however, the Company has not experienced any losses in such accounts. In management’s opinion, the capitalization and operating history of the financial institutions are such that the likelihood of material loss is remote. | |||||||||||||||||
Reclassifications | |||||||||||||||||
Certain prior period amounts have been reclassified to conform to the current year presentation. | |||||||||||||||||
Subsequent Events | |||||||||||||||||
The Company has evaluated all transactions occurring between the six months ended March 31, 2012, through the date of issuance of the financial statements for subsequent event. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
No accounting standards or interpretations issued recently are expected to a have a material impact on the Company’s financial position, operations or cash flows. |
NOTE_5_INTANGIBLE_ASSETS
NOTE 5. INTANGIBLE ASSETS | 6 Months Ended | ||||||||
Mar. 31, 2012 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
NOTE 5. INTANGIBLE ASSETS | ' | ||||||||
NOTE 5 – INTANGIBLE ASSETS | |||||||||
The following is a detail of intangible assets at March 31, 2012 and September 31, 2011: | |||||||||
2012 | 2011 | ||||||||
Software License | $ | 1,200,106 | $ | 1,200,106 | |||||
Accumulated amortization of intangible assets | (60,005 | ) | — | ||||||
Total intangible assets, net | $ | 1,140,101 | $ | 1,200,106 | |||||
The Company’s intangible assets were placed into service starting in the second quarter of fiscal 2012. The amortization expense was $60,005 and $0 for the three and six months ended March 31, 2012 and 2011, respectively. | |||||||||
Software License | |||||||||
On January 2, 2011 the Company entered into an asset purchase agreement with certain private companies owned by Michael de la Garza (“MDLG”), the Company’s CEO, whereby the Company acquired the rights to proprietary medical billing and practice management software developed by the private companies. | |||||||||
The Company issued a $1,200,106 convertible promissory note with an 8% interest rate and convertible into common stock of the Company at a price to be determined later in exchange for the purchase of the software. The note matures on April 30, 2021. | |||||||||
In October 2011, the Company issued Absolute Medical Software Systems, LLC an entity owned by MDLG, 30,000,000 shares of common stock in full payment of this promissory note and interest accrued as of the date of conversion. The market price per share on the date of grant was $0.008 per share. No gain or loss was recorded on the conversion of the convertible promissory note. | |||||||||
The Company has determined that due to the voting rights of the Preferred A shares owned by MDLG, that the transaction occurred between parties under common control. Accordingly, the Company has determined that the cost basis of the software acquired should become the cost basis of the Company. | |||||||||
Cost Basis for assets acquired under Common Control | Cost Basis | ||||||||
Cost basis of Consideration: | |||||||||
Absolute Medical Software Systems LLC development costs from inception | $ | 1,011,222 | |||||||
Impairment of software on September 10, 2008 to value | (11,222 | ) | |||||||
Total Value at September 10, 2008 | $ | 1,000,000 | |||||||
Software Update to Operate on Cloud Based Platform | |||||||||
Absolute Medical Software Systems LLC development costs | $ | 200,106 | |||||||
Total Cost Basis at January 1, 2011 | $ | 1,200,106 | |||||||
NOTE_6_DISCONTINUED_OPERATIONS
NOTE 6. DISCONTINUED OPERATIONS | 6 Months Ended | ||||||||||
Mar. 31, 2012 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
NOTE 6. DISCONTINUED OPERATIONS | ' | ||||||||||
NOTE 6- DISCONTINUED OPERATIONS | |||||||||||
The Company discontinued the Mobile DVR and Location Products on February 4, 2010. The product required that most of our customers require monitoring and/or tracking of a person or object, and reporting this information back to a central location. The product was primarily used in school systems to track students boarding and exiting school buses for the safety of the students. | |||||||||||
The Company’s former Board of Directors believed that it was in the best interest of the Company to discontinue the business operations of the GPS operational device business. In 2011, this business was transferred to National Scientific, LLC, a company owned by the Company’s prior CEO, by prior management in which the Company’s former CEO was to pay $100,000 for that technology. The former officer never paid the required compensation. The Company’s new management recorded the activities associated with the transferred assets as discontinued operations. | |||||||||||
Accordingly, the Company reclassified the assets, liabilities and operations related to its GPS operational device business as discontinued operations. Consequently, the accompanying financial statements reflect the assets, liabilities and operations of the GPS operational device business as net assets of discontinued operations, net liabilities of discontinued operations and operations from discontinued operations. As of March 31, 2012 and September 2011, the Company did not have any net assets related to the GPS operational device business. | |||||||||||
Details of the classifications for net liabilities and operations are shown below. | |||||||||||
31-Mar-12 | September 30, | ||||||||||
2011 | |||||||||||
Net liabilities of discontinued operations: | |||||||||||
Accounts payable and accrued expenses | $ | — | $ | 169,176 | |||||||
Disputed salaries & vacation of former officers | — | 968,645 | |||||||||
Disputed salary – former employee | — | 20,256 | |||||||||
Disputed payroll taxes for back pay of former officers | — | 84,701 | |||||||||
Disputed interest | — | 209,215 | |||||||||
Interest expenses | — | 42,137 | |||||||||
Former officer note payable at 8% interest rate | — | 59,704 | |||||||||
Shareholders demand note payable at 12% | — | 11,625 | |||||||||
Shareholders demand note payable at 12% | — | 20,000 | |||||||||
Unsecured note payable at 8% interest due November 2010 interest payments in default at 9/30/2009 | — | 175,000 | |||||||||
Note discount | — | — | |||||||||
Note beneficial conversion feature | — | — | |||||||||
Net liabilities of discontinued operations | $ | — | $ | 1,760,459 | |||||||
Three Months Ended | |||||||||||
31-Mar | |||||||||||
2012 | 2011 | ||||||||||
Discontinued operations: | |||||||||||
Revenues | $ | — | $- | ||||||||
Cost of sales | — | - | |||||||||
Operating expenses | — | - | |||||||||
Interest expense | (4,467 | ) | (4,726 | ) | |||||||
Gain from write off of debt | 332,802 | — | |||||||||
Gain (Loss) from Discontinued Operations | $ | 328,335 | $ | (4,726 | ) | ||||||
Six Months Ended | |||||||||||
31-Mar | |||||||||||
2012 | 2011 | ||||||||||
Discontinued operations: | |||||||||||
Revenues | $ | — | $ | — | |||||||
Cost of sales | — | — | |||||||||
Operating expenses | — | — | |||||||||
Interest expense | (8,934 | ) | (7,077 | ) | |||||||
Gain from write off of debt | 332,802 | — | |||||||||
Gain (Loss) from Discontinued Operations | $ | 323,868 | $ | (7,077 | ) | ||||||
Commitments and contingencies that were discontinued as a result of the transfer of the assets to National Scientific LLC as follows: | |||||||||||
On November 1, 2005, the Company entered into a financing program with Strategic Working Capital Fund, LP. The terms of this program included a five-year note payable at maturity in November 2010 for $175,000, at an annual interest rate of 8%. Interest was due and payable semi-annually on May 1st and November 1st for each year in which the note is outstanding The transaction also included 1,200,000 restricted common shares and a conversion/exchange option to convert the principal amount and any unpaid interest of the Note into common shares at a per share conversion price of $0.0525. These shares included weighted average anti-dilution provisions, as well as piggyback registration rights. Additionally, the note had various put and call rights, and has a right to early payment under certain conditions after 2 years. The 1,200,000 restricted common shares were recorded at $0.043, which was the five-day average market closing price of our stock. The note and common stock were issued with a debt discount of $51,600 and a beneficial conversion feature of $9,933. The discount and beneficial conversion feature are being amortized to interest expense over the term of the note, which is approximately 60 months. The issuance of the shares resulted in deferred financing costs of $24,000. The deferred financing costs were being amortized over term of the note, which is approximately 60 months, and are included in the statement of operations as offering costs. This note has been in default since 2009. | |||||||||||
On February 24, 2005, March 28, 2005, May 2, 2005, and May 27, 2005, the Company’s former Chairman Michael Grollman made personal loans to the Company totaling $159,000 to assist it with working capital needs. The loans are evidenced by a demand note that provides for repayment within five business days of a demand notice from Mr. Grollman, with interest of 6% compounded annually from June 1, 2005. These loans were secured by an interest in the copyrights in the Company’s iBus software and designs. During the three months ended September 30, 2007, these loans were paid down by $11,000. As of September 30, 2007, these loans had a balance outstanding of $148,000 and the interest rate going forward was adjusted to 8% compounded annually from October 1, 2007. On September 30, 2007, the Company converted unpaid interest of $13,300 of demand notes payable to Michael Grollman into a new demand note of $13,300 that provided for repayment within five business days of a demand notice from Mr. Grollman, with interest of 8% compounded annually on October 1st. This note has been in default since 2009. | |||||||||||
On April 27, 2006, the Company secured a short-term loan of $16,625 from a shareholder. The loan carries an origination/placement fee of $500 and has a perfectible security interest a) prior to delivery in any assets purchased for the fulfillment of a customer’s order dated March 16, 2006, and b) in any receivable resulting from the fulfillment of the customer’s purchase order. The interest rate on the loan was 12%. The transaction also included 100,000 warrants to purchase our common stock at $0.036 at any time before April 27, 2009. The note had an approximate maturity date of June 15, 2006. This note has been in default since 2009. | |||||||||||
On May 31, 2006, we secured a short-term loan of $20,000 from a shareholder. The loan carries an origination/placement fee of $500 and has a perfectible security interest a) prior to delivery in any assets purchased for the fulfillment of Clover Park, WA’s order and b) in any receivable resulting from the fulfillment of the Clover Park purchase order. The interest rate on the loan is 12%. The transaction also included 100,000 warrants to purchase our common stock at $0.036 at any time before May 31, 2009. The note had a maturity date of July 10, 2006. This note has been in default since 2009. |
NOTE_7_DEBT_MITIGATION_PROGRAM
NOTE 7. DEBT MITIGATION PROGRAM | 6 Months Ended | ||||
Mar. 31, 2012 | |||||
OTHER (INCOME) AND EXPENSES | ' | ||||
NOTE 7. DEBT MITIGATION PROGRAM | ' | ||||
NOTE 7 – DEBT MITIGATION PROGRAM | |||||
The Company determined that the statute of limitations for certain of the Company’s creditors to enforce collection of any amounts they might be owed has now elapsed. Based on the determinations and findings, during the six months ended March 31, 2012, the Company wrote off $1,555,614 in creditor liabilities which were all previously included in current liabilities in the accompanying balance sheet. As a result of this write-off, the Company recognized a gain on the write off of liabilities in the amount of $332,802 for third party liabilities, which was recorded in discontinued operations, and additional paid-in capital of $1,222,812 for related party liabilities. The Company will continue to conduct this analysis going forward and write off obligations when such obligations are no longer enforceable based on applicable law. | |||||
The following liabilities, through the opinion of legal counsel, were determined by the Company as unenforceable. | |||||
31-Mar-12 | |||||
Debt Mitigation Program: | |||||
Accounts payable and accrued expenses | $ | 311,405 | |||
Disputed salaries & vacation of former officers | 968,645 | ||||
Disputed salary – former employee | 20,256 | ||||
Disputed payroll taxes for back pay of former officers | 84,701 | ||||
Disputed interest | 68,939 | ||||
Shareholders demand note payable at 12% | 11,625 | ||||
Shareholders demand note payable at 12% | 20,000 | ||||
Unsecured note payable at 8% interest due in November 2010, interest payments in default | 175,000 | ||||
Total debt mitigation program | $ | 1,555,614 | |||
Gain on write off of debt | $ | (332,802 | ) | ||
Additional paid-in capital (1) | $ | 1,222,812 | |||
-1 | All amounts that were owed to related parties in prior years were recorded to paid-in-capital. | ||||
NOTE_8_COMMITMENT_AND_CONTINGE
NOTE 8. COMMITMENT AND CONTINGENCIES | 6 Months Ended |
Mar. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
NOTE 8. COMMITMENT AND CONTINGENCIES | ' |
NOTE 8 – COMMITMENT AND CONTINGENCIES | |
Rent expense for the six months ended March 31, 2012 and 2011 was $0. | |
The Company has issued shares to new investors since January 2, 2011, that have an anti-reverse split common stock clause if the Company reverses the common stock. The reverse split of common stock is determined by management but must be approved by the Financial Industry Regulation Authority (“FINRA”). Presently FINRA has denied the Company the right to reverse split the common stock until all Securities and Exchange Commission filings are current and at that point and time the Company will submit a request to FINRA to execute a reverse split of the common stock of the Company. The current investors holding anti-reverse split stock will allow them to hold the same number of shares of common stock as status quo after the reverse split. The anti-reverse split common stock is only for stock subject to reverse split and once the reverse split is completed the stock will be held with regular stockholders as the Company proceeds forward. | |
As discussed in Note 7, the Company has written off $1,555,614 in accounts payable, accrued liabilities and notes payable based on the opinion of legal counsel. However, the related creditors could make a claim in the future in regards to these liabilities. |
NOTE_9_RELATED_PARTY_TRANSACTI
NOTE 9. RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2012 | |
Related Party Transactions [Abstract] | ' |
NOTE 9. RELATED PARTY TRANSACTIONS | ' |
NOTE 9– RELATED PARTY TRANSACTIONS | |
The CEO advanced $117,582 for the six months ended March 31, 2012. | |
During the year ended September 30, 2011, the Company issued 15,000,000 common shares to new management at the trading price of the common stock of $0.007. The stock was recorded at fair value as compensation expense of $105,000. | |
In April 2011 the Company issued 4,000,000 common shares to new management at the trading price of the common stock of $0.0095. The stock was recorded at fair value as compensation expense of $38,000. | |
On October 15, 2011 the Company issued 30,000,000 common shares to the CEO to convert the debit in the principal amount of $1,200,106. | |
During the six months ended March 31, 2012 and 2011, the CEO advanced the Company cash proceeds of $18,064 and $7,663, respectively. The Company repaid $81,278 and $0 of the advances in the six months ended March 31, 2012 and 2011, respectively. The advances from the CEO are due on demand and do not accrue interest. As of March 31, 2012 and the year ended September 30, 2011, the amount owed to the CEO for advances was $117,582 and $180,796, respectively. |
NOTE_10_EQUITY
NOTE 10. EQUITY | 6 Months Ended | ||||||||||
Mar. 31, 2012 | |||||||||||
Equity [Abstract] | ' | ||||||||||
NOTE 10. EQUITY | ' | ||||||||||
NOTE 10 - EQUITY | |||||||||||
On April 11, 2011, the Company amended its Articles of Incorporation to increase the authorized common shares to 650,000,000 shares and 4,000,000 preferred shares at a par value of $0.01. | |||||||||||
Six months ended March 31, 2012 | |||||||||||
During year ended September 30, 2012 the Company issued 190,000 shares of common stock for $68,000 as follows: | |||||||||||
Date | Number of Shares | Value | |||||||||
15-Oct-11 | 25,000 | $ | 5,000 | ||||||||
29-Dec-11 | 100,000 | $ | 50,000 | ||||||||
On October 15, 2011, the Company issued 30,000,000 shares of common stock for the extinguishment of debt from our CEO in the principal amount of $1,200,106. | |||||||||||
On December 15, 2011, the Company issued 18,000 shares of common stock for services rendered by professionals and recorded expense based upon the market price of $0.0102 and expensed $184 as consulting fees. | |||||||||||
The Company issued 100,000 shares of common stock to third parties that have purchased our medical billing software at the market price of the common stock of $0.0115. The Company recorded $1,150 as a reduction to revenue for the value of the shares issued. | |||||||||||
Fiscal Year Ended September 30, 2011 | |||||||||||
On January 2, 2011, the Company issued 15,000,000 shares of common stock to new management, valued at the market price of the common stock of $0.007 on the date of grant. The shares were recorded as compensation expense of $105,000. | |||||||||||
On September 12, 2011, the Company sold 250,000 shares of common stock for $25,000 in net cash proceeds. | |||||||||||
Preferred Stock | |||||||||||
The Company has authorized 4,000,000 shares of preferred stock, at $0.01 par value. The Corporation established and designates the rights and preferences of a Series A Preferred Stock, and reserve 4,000,000 shares of preferred stock against its issuance, such rights, preferences and designations. Each share of the Preferred Stock has 150 votes on all matters presented to be voted by the holders of our common stock. All 4,000,000 shares of preferred stock that have been issued to our CEO & CFO on April 11, 2011 valued at the trading price of the common stock of $0.0095 and were recorded as an expense of $38,000. |
NOTE_11_STOCKBASED_COMPENSATIO
NOTE 11. STOCK-BASED COMPENSATION | 6 Months Ended | ||||||||||||||||||
Mar. 31, 2012 | |||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||
NOTE 11. STOCK-BASED COMPENSATION | ' | ||||||||||||||||||
NOTE 11 – STOCK-BASED COMPENSATION | |||||||||||||||||||
Options | |||||||||||||||||||
The Prior board of directors adopted the 2000 Stock Option Plan effective January 1, 2001. Our stockholders formally approved the 2000 Stock Option Plan on February 14, 2001. The 2000 Stock Option plan terminated in accordance with the plan provisions on December 1, 2010. The current Board of Directors did not extend the Stock Option Plan, allowing it to terminate. | |||||||||||||||||||
There were no options outstanding for the six months ended March 31, 2012 and 2011, respectively. | |||||||||||||||||||
Warrants | |||||||||||||||||||
The Company values all warrants using the Black-Scholes option-pricing model. Critical assumptions for the Black-Scholes option-pricing model include the market value of the stock price at the time of issuance, the risk-free interest rate corresponding to the term of the warrant, the volatility of the Company’s stock price, dividend yield on the common stock, as well as the exercise price and term of the warrant. The warrants are not subject to any form of vesting schedule and, therefore, are exercisable by the holders anytime at their discretion during the life of the warrant. No discounts were applied to the valuation determined by the Black-Scholes option-pricing model. | |||||||||||||||||||
During the six months ended March 31, 2012 and 2011, no awards were granted, no share purchase warrants were exercised, and no warrants were forfeited. | |||||||||||||||||||
Summary of warrant activity for the six months ended March 31, 2012 and 2011 is presented below: | |||||||||||||||||||
Number of | Weighted | Weighted Average | Aggregate | ||||||||||||||||
Shares Granted | Average | Remaining | Intrinsic Value | ||||||||||||||||
Exercise Price | Contractual Life | ||||||||||||||||||
(years) | |||||||||||||||||||
30-Sep-10 | 2,308,497 | $ | 0.1 | 0.38 | — | ||||||||||||||
Grants | — | — | |||||||||||||||||
Expired | (2,308,497 | ) | — | ||||||||||||||||
30-Sep-11 | — | $ | — | $ | — | $ | — | ||||||||||||
Grants | — | ||||||||||||||||||
Expired | — | ||||||||||||||||||
30-Sep-12 | — | $ | — | $ | — | $ | — | ||||||||||||
NOTE_12_SUBSEQUENT_EVENTS
NOTE 12. SUBSEQUENT EVENTS | 6 Months Ended | ||||||||||
Mar. 31, 2012 | |||||||||||
Subsequent Events [Abstract] | ' | ||||||||||
NOTE 12. SUBSEQUENT EVENTS | ' | ||||||||||
NOTE 12– SUBSEQUENT EVENTS | |||||||||||
On November 21, 2012, the Company, through a purchase agreement with CipherSmith, LLC, purchased a complete source code, intellectual property rights, all computer software or algorithm licensed or sold under CipherSmith, and appropriate copy rights, patents, mask works, trademarks,, service marks, internet domain names or world wide web URS. The fair value of the consideration and the assets acquired is based on the aggregate fair value of the common stock issued in exchange for the software. The total fair value on the date of grant was $15,800. | |||||||||||
On June 22, 2012 the Company entered into an acquisition agreement that ultimately closed on March 16, 2013. The Company acquired Doctors Network of America in Flowood, Mississippi for 500,000 common shares and the acquisition was valued at $10,000. As of September 30, 2012, 200,000 shares were issued which were valued at $4,000 and recorded as a deposit on the acquisition. The fair value of the consideration and the assets acquired is based on the aggregate fair value of the common stock issued in exchange for the software. The total fair value on the date of grant was $10,000. | |||||||||||
Immediately after the transaction was closed the sellers refused to pay for medical billing process transaction fees in accordance with their contracts. The Company and the sellers are currently in litigation over the disputed transaction fees of approximately $200,000. The Company has recorded an additional impairment of the acquired asset in the amount of $4,000 for 2012 and $6,000 for 2013. | |||||||||||
In October, 2013, the Company through a purchase agreement with Antree Systems Limited has purchased a complete source code, intellectual property rights, all computer software, patents, or formulas, algorithm licensed or sold under a project known as Compass Rose and appropriate copyrights, patents, mask works, trademarks,, service marks, internet domain names and world wide web URS. The fair value of the consideration and the assets acquired is based on the fair value of the common stock issued in exchange for the software. The total fair value on the date of grant was $6,000. | |||||||||||
In November 2013, the Company entered into a revolving line of credit with Mutual of Omaha for a line of credit in the amount of $65,000. | |||||||||||
On December 17, 2013 the Company amended its Articles of Incorporation that gave the right to the holders of Preferred A shares to convert 1 share of Convertible Preferred A shares to 150 Common Shares of the Company. The holders of the Preferred A shares can convert the shares upon proper notice to the Board of Directors. Presently the holders of the Preferred A shares have not sent notice to the Board of Directors. | |||||||||||
Stock issuances | |||||||||||
Fiscal Year Ended September 30, 2014 | |||||||||||
In October 2013, the Company issued 25,000 shares of common stock for cash of $5,000. | |||||||||||
In October 2013, the Company issued 160,000 shares of common stock to Antree Systems Ltd and 40,000 shares of common stock to Michael Anthony in accordance with the Asset Purchase Agreement. These shares were valued at $6,000 based on the market price on the date of grant. | |||||||||||
In November 2013, the Company issued 180,000 shares of common stock as replacement shares for the 160,000 shares of common stock issued to Antree Systems Ltd and 20,000 shares of common stock to Kimberly Ilicerl. The Company intends to cancel these replacement shares because the shares were lost when delivered to Antree Systems. The Company replaced those lost shares and will cancel the shares that were lost when delivered to Ireland the office of Antree Systems. | |||||||||||
Fiscal Year Ended September 30, 2013 | |||||||||||
During year ended September 30, 2013, the Company issued 217,500 shares of common stock for $143,000 in net proceeds as follows: | |||||||||||
Date | Number of Shares | Value | |||||||||
14-Oct-12 | 20,000 | $ | 20,000 | ||||||||
14-Oct-12 | 15,000 | $ | 3,000 | ||||||||
14-Oct-12 | 18,750 | $ | 2,500 | ||||||||
14-Oct-12 | 18,750 | $ | 2,500 | ||||||||
6-Dec-12 | 15,000 | $ | 3,000 | ||||||||
12-Mar-13 | 20,000 | $ | 20,000 | ||||||||
12-Mar-13 | 20,000 | $ | 20,000 | ||||||||
17-Apr-13 | 20,000 | $ | 20,000 | ||||||||
26-Aug-13 | 20,000 | $ | 2,000 | ||||||||
In October 2012, the Company issued 50,000 shares of common stock valued at $1,300 based on the market price on the date of grant, in conjunction with the sale of medical software. The Company also issued 10,000 shares of common stock valued at $260 based on the market price on the date of grant, as commission payments to the Krooss Family Trust LLP. | |||||||||||
On December 6, 2012, the Company issued 100,000 shares of common stock valued at $2,800 based on the market price on the date of grant, for the sale of medical software and 100,000 shares of common stock valued at $2,800 based on the market price on the date of grant for consulting services. | |||||||||||
On March 12, 2013, the Company issued 50,000 shares of common stock valued at $1,750 based on the market price on the date of grant, for the sale of medical software and 50,000 shares of common stock valued at $1,750 based on the market price on the date of grant for consulting services. | |||||||||||
On March 21, 2013, the Company issued 100,000 shares of common stock valued at $3,500 based on the market price on the date of grant, for the purchase of software in the company in accordance with the Software Licensing and Subscription Agreements. | |||||||||||
On March 21, 2013, the Company issued 667,000 shares of common stock valued at $23,345 based on the market price on the date of grant, to Krooss Family Trust LLP for compensation for the salaries for the entire year of 2013. | |||||||||||
On April 17, 2013, the Company issued 300,000 shares of common stock valued at $6,000 based on the market price on the date of grant, to Krooss Family Trust LLP for the acquisition of Doctors Network of America in Flowood, Mississippi and all of the assets of that company. On April 17, 2013 the Company issued 78,500 to Krooss Family Trust LLP for compensation in accordance with the DNA acquisition agreement and the shares of common stock valued at $2,630 based on the market price on the date of grant, for the software investment in the Company in accordance with the Software Licensing and Subscription Agreements. | |||||||||||
On April 17, 2013, the Company issued 75,000 shares of common stock valued at $2,513 based on the market price on the date of grant, for the software investment in the Company in accordance with the Software Licensing and Subscription Agreements. | |||||||||||
On May 1, 2013, the Company issued 20,000 shares of common stock valued at $522 based on the market price on the date of grant, for programming consulting services. | |||||||||||
On May 10, 2013, the Company issued 20,000 shares of common stock valued at $522 based on the market price on the date of grant, for programming consulting services. | |||||||||||
On June 26, 2013, the Company issued 25,000 shares of common stock valued at $450 based on the market price on the date of grant, for software investment in the Company in accordance with the Software Licensing and Subscription Agreements. | |||||||||||
On August 26, 2013, the Company issued 100,000 shares of common stock valued at $1,800 based on the market price on the date of grant, to two software sales personnel located in California. | |||||||||||
On September 30, 2013, the Company issued 120,000 shares of common stock valued at $3,000 based on the market price on the date of grant, for programming consulting services. | |||||||||||
On September 30, 2013, the Company issued 50,000 shares of common stock valued at $1,250 based on the market price on the date of grant, for software investment in the Company in accordance with the Software Licensing and Subscription Agreements. | |||||||||||
During year ended September 30, 2013, the Company issued 500,004 shares of common stock for the acquisition of CipherSmith software. Those shares were valued at $15,800 based on the market price on the dates of grant. | |||||||||||
Six Months Ended September 30, 2012 | |||||||||||
During period that began April 1, 2012 and ended September 30, 2012, the Company issued 25,000 shares of common stock for $5,000 in net proceeds as follows: | |||||||||||
Date | Number of Shares | Value | |||||||||
21-Jun-12 | 25,000 | $ | 5,000 | ||||||||
On May 29, 2012, the Company issued 706,333 shares of common stock valued at $9,251 based on the market price on the date of grant, for software investment in the Company in accordance with the Software Licensing and Subscription Agreements. | |||||||||||
On June 22, 2012, the Company issued 500,000 shares of common stock valued at $10,000 based on the market price on the date of grant, for the acquisition of software. | |||||||||||
On July 15, 2012, the Company issued 100,000 shares of common stock valued at $2,500 based on the market price on the date of grant, for software investment in the Company in accordance with the Software Licensing and Subscription Agreements. | |||||||||||
On August 9, 2012, the Company issued 335,000 shares of common stock valued at $10,050 based on the market price on the date of grant, for software investment in the Company in accordance with the Software Licensing and Subscription Agreements. | |||||||||||
On September 9, 2012, the Company issued 14,000 shares of common stock for services rendered by professionals and recorded the expenses based upon the market price of $0.03 and expensed $420 as consulting fees. | |||||||||||
Employment Agreements | |||||||||||
The Company entered into an employment agreement with its Chief Executive Officer on January 1, 2013. The employment agreement will expire on January 1, 2018 and shall automatically renew for another 5 years unless terminated in accordance with the provisions of the employment agreement. The employment agreement provides for: | |||||||||||
i. | A monthly salary of $20,833 subject to an annual increase of 10% and consistent with the Company policy applicable to other senior executives and officers and approval by the Board of Directors. | ||||||||||
ii. | A cash bonus of 25% of his annual base salary each year if the Company reaches the following milestones (none of which were attained in 2013): | ||||||||||
a. | The Company posts annual gross revenues on a consolidated basis of at least $5,000,000; | ||||||||||
b. | The Company's earnings before the deduction of income taxes and amortization expenses (“EBITA”), including cash extraordinary items but before officer's bonuses, on a consolidated basis for any year is at least $1,000,000; or the completion of the delinquent SEC filings for five (5) years through September 30, 2013 or the Company obtains FINRA approval for any reverse stock splits. | ||||||||||
iii. | The issuance of shares equal to 1% of the then issued and outstanding shares of the Company annually, which will be issued in 2013. | ||||||||||
iv. | The issuance of common stock on each anniversary date of the employment agreement of 5,000,000 shares and issuance of common stock for every acquisition granting 5,000,000 shares for DNA, 5,000,000 shares for CipherSmith, LLC, and 1,000,000 shares for MediSouth, LLC. | ||||||||||
v. | An automobile allowance of $1,500 per month. | ||||||||||
vi. | A medical insurance allowance of $1,500 per month. | ||||||||||
vii. | In the event the Executive's employment is terminated without cause, he will receive the entire contract remaining on the agreement. | ||||||||||
The Company entered into an employment agreement with its Chief Financial Officer on January 1, 2013. The employment agreement will expire January 1, 2018 and shall automatically renew for another 5 years unless terminated in accordance with the provisions of the employment agreement. The employment agreement provides for: | |||||||||||
i. | A monthly salary of $12,500 per month subject to an annual increase of 10% per year and consistent with the Company policy applicable to other senior executives and officers and approval by the Board of Directors. | ||||||||||
ii. | A cash bonus of 25% of his annual base salary each year if the Company reaches the following milestones (none of which were attained in 2013): | ||||||||||
a. | The Company posts annual gross revenues on a consolidated basis of at least $5,000,000; | ||||||||||
b. | The Company's earnings before the deduction of income taxes and amortization expenses (“EBITA”), including cash extraordinary items but before officer's bonuses, on a consolidated basis for any year is at least $1,000,000; or | ||||||||||
iii. | The issuance of shares equal to 1% of the then issued and outstanding shares of the Company annually, which will be issued in 2013. | ||||||||||
iv. | The issuance of common stock on each anniversary date of the Employment Agreement of 5,000,000 shares and issuance of common stock for every acquisition granting 3,000,000 shares for DNA, 3,000,000 shares for Cipher Smith, LLC, and 750,000 for MediSouth, LLC. | ||||||||||
v. | An automobile allowance of $1,000 per month. | ||||||||||
vi. | A medical insurance allowance of $1,500 per month. | ||||||||||
vii. | In the event the Executive's employment is terminated without cause he will receive the entire contract remaining on the agreement. | ||||||||||
For the six months ended March 31, 2012 and 2011, the Company paid $10,000 compensation. |
NOTE_4_SUMMARY_OF_SIGNIFICANT_1
NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2012 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Use of Estimates and Assumptions | ' | ||||||||||||||||
Use of Estimates and Assumptions | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. The Company’s most significant estimates relate to the valuation of its proprietary technology and its valuation of its common stock. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At March 31, 2012, cash and cash equivalents include cash on hand and cash in the bank and the FDIC insures these deposits up to $250,000. | |||||||||||||||||
Impairment of Long-Lived Assets | ' | ||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
The long-lived assets were being evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. The identifiable intangibles are amortized over their useful lives of 5 years and are reviewed annually for impairment. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. | |||||||||||||||||
Fair value is focused on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Within the measurement of fair value, the use of market-based information is prioritized over entity specific information and a three-level hierarchy for fair value measurements is used based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. | |||||||||||||||||
The three-level hierarchy for fair value measurements is defined as follows: | |||||||||||||||||
• | Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; | ||||||||||||||||
• | Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; | ||||||||||||||||
• | Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement | ||||||||||||||||
The following table summarizes fair value measurements by level at March 31, 2012 and September 30, 2011 for assets measured at fair value on a recurring basis: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
At March 31, 2012 | |||||||||||||||||
Proprietary Technology | 1,140,101 | 1,140,101 | |||||||||||||||
Total Proprietary Technology | 1,140,101 | 1,140,101 | |||||||||||||||
At September 30, 2011 | |||||||||||||||||
Proprietary Technology | 1,200,106 | 1,200,106 | |||||||||||||||
Total Proprietary Technology | 1,200,106 | 1,200,106 | |||||||||||||||
Accounts Receivable and Allowance for Uncollectible Accounts | ' | ||||||||||||||||
Accounts Receivable and Allowance for Uncollectible Accounts | |||||||||||||||||
Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable the receivable will not be recovered. As of March 31, 2012 and 2011, the Company had no valuation allowance for the Company’s accounts receivable. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized. | |||||||||||||||||
The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At March 31, 2012, the Company did not record any liabilities for uncertain tax positions. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
License revenue consists principally of revenue earned under software license agreements. The Company sells its software to a medical practitioner for direct payment or through a third party leasing company for direct payment to the Company. The third party lease agreement is a non-recourse debt and the Company is not responsible for the default of the medical practitioner. License revenue is generally recognized when a signed contract or other persuasive evidence of an arrangement exists, the software has been electronically delivered, the license fee is fixed or is measured on a paid user basis; and collection of the resulting receivable is probable. When contracts contain multiple elements wherein Vendor-Specific Objective Evidence (“VSOE”) exists for all undelivered elements, we account for the delivered elements in accordance with the “Residual Method.” | |||||||||||||||||
VSOE of fair value for maintenance and support is established by a stated renewal rate, if substantive, included in the license arrangement or rates charged in stand-alone sales of maintenance and support. Revenue from subscription license agreements, which include software, rights to unspecified future products and maintenance, is recognized ratably over the term of the subscription period. | |||||||||||||||||
Provided all other revenue criteria are met, the upfront, minimum, non-refundable license fees from customers are generally recognized upon delivery and on-going royalty fees are generally recognized upon reports of new licenses issued. If there is significant uncertainty about the project completion or receipt of payment for professional services, revenue is deferred until the uncertainty is sufficiently resolved. VSOE of fair value of services is based upon stand-alone sales of those services. | |||||||||||||||||
Subscription revenue is generated from bandwidth and information storage. One year and each year thereafter, the software is purchased and installed the purchaser will pay an annual fee of $1,200, $1,500, $1,800, and $2,400, respectively. Subscription revenue is recognized ratably over the term of the agreement. | |||||||||||||||||
Transaction revenue is generated from the following services and recognized when transaction occurs: | |||||||||||||||||
· | Electronic Remittance Advise $0.35 Electronic remittance transaction fee; | ||||||||||||||||
· | Paper Claims $1.00 Paper claim fee; | ||||||||||||||||
· | Carrier Direct $0.16 Carrier direct fee; | ||||||||||||||||
· | Fast Forward $0.35 Fast forward transaction fee; and, | ||||||||||||||||
· | Patient Credit $2.50 Automatic Debit processing per transaction paid by the patient | ||||||||||||||||
The Company has not incurred any transaction revenues in the six month ended March 31, 2012. | |||||||||||||||||
Cost of License, and Subscriptions Revenues | ' | ||||||||||||||||
Cost of License, and Subscriptions Revenues | |||||||||||||||||
Cost of license revenue is primarily comprised of the license-based royalties to third parties and production and distribution costs for initial product licenses. | |||||||||||||||||
Cost of subscription revenue is primarily comprised of the costs associated with the customer support personnel that provide maintenance, enhancement and support services to customers. | |||||||||||||||||
The amortization of acquired technology for products acquired through business combinations are considered as the cost of revenues. | |||||||||||||||||
Sales Commissions | ' | ||||||||||||||||
Sales Commissions | |||||||||||||||||
The Company pays commissions, including sales bonuses, to the direct sales force related to revenue transactions under sales compensation plans established annually. The commission payments are typically paid in full in the month or quarter following execution of the customer contracts. The Company paid commissions of $25,177 and $0 for the six months ended March 31, 2012 and 2011, respectively. | |||||||||||||||||
Research and Development and Software Development Costs | ' | ||||||||||||||||
Research and Development and Software Development Costs | |||||||||||||||||
Capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on our product development process, technological feasibility is established upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred. Our research and development costs for the six months ended March 31, 2012 and 2011 were $42,000 and $33,500, respectively. | |||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
Share-Based Compensation | |||||||||||||||||
The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the vesting or requisite service period. | |||||||||||||||||
Basic and Diluted Net Loss per Common Share | ' | ||||||||||||||||
Basic and Diluted Net Loss per Common Share | |||||||||||||||||
Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of March 31, 2012 and 2011, the Company had no potentially dilutive instruments outstanding. | |||||||||||||||||
Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. | |||||||||||||||||
Concentration of Credit Risk | ' | ||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
All of the Company’s cash and cash equivalents are maintained in regional and national financial institutions. The Company has exposure to credit risk to the extent that its cash and cash equivalents exceed amounts covered by the U.S. federal deposit insurance; however, the Company has not experienced any losses in such accounts. In management’s opinion, the capitalization and operating history of the financial institutions are such that the likelihood of material loss is remote. | |||||||||||||||||
Reclassifications | ' | ||||||||||||||||
Reclassifications | |||||||||||||||||
Certain prior period amounts have been reclassified to conform to the current year presentation. | |||||||||||||||||
Subsequent Events | ' | ||||||||||||||||
Subsequent Events | |||||||||||||||||
The Company has evaluated all transactions occurring between the six months ended March 31, 2012, through the date of issuance of the financial statements for subsequent event. | |||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
No accounting standards or interpretations issued recently are expected to a have a material impact on the Company’s financial position, operations or cash flows. |
NOTE_4_SUMMARY_OF_SIGNIFICANT_2
NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2012 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
At March 31, 2012 | |||||||||||||||||
Proprietary Technology | 1,140,101 | 1,140,101 | |||||||||||||||
Total Proprietary Technology | 1,140,101 | 1,140,101 | |||||||||||||||
At September 30, 2011 | |||||||||||||||||
Proprietary Technology | 1,200,106 | 1,200,106 | |||||||||||||||
Total Proprietary Technology | 1,200,106 | 1,200,106 |
NOTE_5_INTANGIBLE_ASSETS_Table
NOTE 5. INTANGIBLE ASSETS (Tables) | 6 Months Ended | ||||||||
Mar. 31, 2012 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Intangible Assets | ' | ||||||||
2012 | 2011 | ||||||||
Software License | $ | 1,200,106 | $ | 1,200,106 | |||||
Accumulated amortization of intangible assets | (60,005 | ) | — | ||||||
Total intangible assets, net | $ | 1,140,101 | $ | 1,200,106 | |||||
Cost Basis for Assets Acquired Under Common Control | ' | ||||||||
Cost Basis for assets acquired under Common Control | Cost Basis | ||||||||
Cost basis of Consideration: | |||||||||
Absolute Medical Software Systems LLC development costs from inception | $ | 1,011,222 | |||||||
Impairment of software on September 10, 2008 to value | (11,222 | ) | |||||||
Total Value at September 10, 2008 | $ | 1,000,000 | |||||||
Software Update to Operate on Cloud Based Platform | |||||||||
Absolute Medical Software Systems LLC development costs | $ | 200,106 | |||||||
Total Cost Basis at January 1, 2011 | $ | 1,200,106 |
NOTE_6_DISCONTINUED_OPERATIONS1
NOTE 6. DISCONTINUED OPERATIONS (Tables) | 6 Months Ended | ||||||||||
Mar. 31, 2012 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Discontinued Operations - Liabilities and Operations | ' | ||||||||||
31-Mar-12 | September 30, | ||||||||||
2011 | |||||||||||
Net liabilities of discontinued operations: | |||||||||||
Accounts payable and accrued expenses | $ | — | $ | 169,176 | |||||||
Disputed salaries & vacation of former officers | — | 968,645 | |||||||||
Disputed salary – former employee | — | 20,256 | |||||||||
Disputed payroll taxes for back pay of former officers | — | 84,701 | |||||||||
Disputed interest | — | 209,215 | |||||||||
Interest expenses | — | 42,137 | |||||||||
Former officer note payable at 8% interest rate | — | 59,704 | |||||||||
Shareholders demand note payable at 12% | — | 11,625 | |||||||||
Shareholders demand note payable at 12% | — | 20,000 | |||||||||
Unsecured note payable at 8% interest due November 2010 interest payments in default at 9/30/2009 | — | 175,000 | |||||||||
Note discount | — | — | |||||||||
Note beneficial conversion feature | — | — | |||||||||
Net liabilities of discontinued operations | $ | — | $ | 1,760,459 | |||||||
Three Months Ended | |||||||||||
31-Mar | |||||||||||
2012 | 2011 | ||||||||||
Discontinued operations: | |||||||||||
Revenues | $ | — | $- | ||||||||
Cost of sales | — | - | |||||||||
Operating expenses | — | - | |||||||||
Interest expense | (4,467 | ) | (4,726 | ) | |||||||
Gain from write off of debt | 332,802 | — | |||||||||
Gain (Loss) from Discontinued Operations | $ | 328,335 | $ | (4,726 | ) | ||||||
Six Months Ended | |||||||||||
31-Mar | |||||||||||
2012 | 2011 | ||||||||||
Discontinued operations: | |||||||||||
Revenues | $ | — | $ | — | |||||||
Cost of sales | — | — | |||||||||
Operating expenses | — | — | |||||||||
Interest expense | (8,934 | ) | (7,077 | ) | |||||||
Gain from write off of debt | 332,802 | — | |||||||||
Gain (Loss) from Discontinued Operations | $ | 323,868 | $ | (7,077 | ) |
NOTE_7_DEBT_MITIGATION_PROGRAM1
NOTE 7. DEBT MITIGATION PROGRAM (Tables) | 6 Months Ended | ||||
Mar. 31, 2012 | |||||
OTHER (INCOME) AND EXPENSES | ' | ||||
Debt Mitigation Program | ' | ||||
31-Mar-12 | |||||
Debt Mitigation Program: | |||||
Accounts payable and accrued expenses | $ | 311,405 | |||
Disputed salaries & vacation of former officers | 968,645 | ||||
Disputed salary – former employee | 20,256 | ||||
Disputed payroll taxes for back pay of former officers | 84,701 | ||||
Disputed interest | 68,939 | ||||
Shareholders demand note payable at 12% | 11,625 | ||||
Shareholders demand note payable at 12% | 20,000 | ||||
Unsecured note payable at 8% interest due in November 2010, interest payments in default | 175,000 | ||||
Total debt mitigation program | $ | 1,555,614 | |||
Gain on write off of debt | $ | (332,802 | ) | ||
Additional paid-in capital (1) | $ | 1,222,812 |
NOTE_10_EQUITY_Tables
NOTE 10. EQUITY (Tables) | 6 Months Ended | ||||||||||
Mar. 31, 2012 | |||||||||||
Equity [Abstract] | ' | ||||||||||
Issuance of Common Stock | ' | ||||||||||
Date | Number of Shares | Value | |||||||||
15-Oct-11 | 25,000 | $ | 5,000 | ||||||||
29-Dec-11 | 100,000 | $ | 50,000 |
NOTE_11_STOCKBASED_COMPENSATIO1
NOTE 11. STOCK-BASED COMPENSATION (Tables) | 6 Months Ended | ||||||||||||||||||
Mar. 31, 2012 | |||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||
Summary of Warrant Activity | ' | ||||||||||||||||||
Number of | Weighted | Weighted Average | Aggregate | ||||||||||||||||
Shares Granted | Average | Remaining | Intrinsic Value | ||||||||||||||||
Exercise Price | Contractual Life | ||||||||||||||||||
(years) | |||||||||||||||||||
30-Sep-10 | 2,308,497 | $ | 0.1 | 0.38 | — | ||||||||||||||
Grants | — | — | |||||||||||||||||
Expired | (2,308,497 | ) | — | ||||||||||||||||
30-Sep-11 | — | $ | — | $ | — | $ | — | ||||||||||||
Grants | — | ||||||||||||||||||
Expired | — | ||||||||||||||||||
30-Sep-12 | — | $ | — | $ | — | $ | — |
NOTE_12_SUBSEQUENT_EVENTS_Tabl
NOTE 12. SUBSEQUENT EVENTS (Tables) | 6 Months Ended | ||||||||||
Mar. 31, 2012 | |||||||||||
Subsequent Events [Abstract] | ' | ||||||||||
Shares Issued in Year Ended September 30, 2013 | ' | ||||||||||
Date | Number of Shares | Value | |||||||||
14-Oct-12 | 20,000 | $ | 20,000 | ||||||||
14-Oct-12 | 15,000 | $ | 3,000 | ||||||||
14-Oct-12 | 18,750 | $ | 2,500 | ||||||||
14-Oct-12 | 18,750 | $ | 2,500 | ||||||||
6-Dec-12 | 15,000 | $ | 3,000 | ||||||||
12-Mar-13 | 20,000 | $ | 20,000 | ||||||||
12-Mar-13 | 20,000 | $ | 20,000 | ||||||||
17-Apr-13 | 20,000 | $ | 20,000 | ||||||||
26-Aug-13 | 20,000 | $ | 2,000 |
NOTE_3_GOING_CONCERN_ISSUES_De
NOTE 3. GOING CONCERN ISSUES (Details Narrative) (USD $) | Mar. 31, 2012 | Sep. 30, 2011 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Accumulated Deficit | ($25,866,957) | ($26,229,970) |
NOTE_4_SUMMARY_OF_SIGNIFICANT_3
NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) (USD $) | Mar. 31, 2012 | Sep. 30, 2011 |
Proprietary Technology | $1,140,101 | $1,200,106 |
Total Proprietary Technology | 1,140,101 | 1,200,106 |
Level 3 | ' | ' |
Proprietary Technology | 1,140,101 | 1,200,106 |
Total Proprietary Technology | $1,140,101 | $1,200,106 |
NOTE_4_SUMMARY_OF_SIGNIFICANT_4
NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2012 | Mar. 31, 2011 | Mar. 31, 2012 | Mar. 31, 2011 | |
Accounting Policies [Abstract] | ' | ' | ' | ' |
FDIC Insured Cash | $250,000 | ' | $250,000 | ' |
Intangible Assets, Impaired | ' | ' | 4,000 | ' |
Subscription Revenue in Year One | ' | ' | 1,200 | ' |
Subscription Revenue in Year Two | ' | ' | 1,500 | ' |
Subscription Revenue in Year Three | ' | ' | 1,800 | ' |
Subscription Revenue in Year Four | ' | ' | 2,400 | ' |
Commissions | 25,177 | 0 | 25,177 | 0 |
Research and Development Costs | $42,000 | $21,500 | $42,000 | $33,500 |
NOTE_5_INTANGIBLE_ASSETS_Intan
NOTE 5. INTANGIBLE ASSETS - Intangible Assets (Details) (USD $) | Mar. 31, 2012 | Mar. 31, 2011 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Software License | $1,200,106 | $1,200,106 |
Accumulated amortization of intangible assets | -60,005 | ' |
Total intangible assets | $1,140,101 | $1,200,106 |
NOTE_5_INTANGIBLE_ASSETS_Cost_
NOTE 5. INTANGIBLE ASSETS - Cost Basis for Assets Acquired Under Common Control (Details) (USD $) | 6 Months Ended |
Mar. 31, 2012 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Absolute Medical Software Systems LLC development costs from inception | $1,011,222 |
Impairment of software on September 10, 2008 to value | -11,222 |
Total Value at September 10, 2008 | 1,000,000 |
Absolute Medical Software Systems LLC development costs | 200,106 |
Total Cost Basis at January 1, 2011 | $1,200,106 |
NOTE_5_INTANGIBLE_ASSETS_Detai
NOTE 5. INTANGIBLE ASSETS (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2012 | Dec. 31, 2013 | Aug. 09, 2012 | Sep. 30, 2012 | Mar. 31, 2012 | Mar. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Jan. 02, 2011 | Sep. 30, 2007 | 31-May-06 | Apr. 27, 2006 | Nov. 01, 2005 | 27-May-05 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization Expense | ' | ' | ' | ' | $60,005 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period for Purchase of Assets, Shares | ' | ' | 100,000 | 500,000 | ' | ' | 500,004 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory Note Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,106 | ' | ' | ' | ' | ' |
Convertible Note Payable, Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | 1200.00% | 1200.00% | 800.00% | 6.00% |
Stock Issued During Period for Settlement of Debt, Shares | ' | 30,000,000 | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | ' | ' | ' | $0.03 | $0.01 | ' | ' | $0.03 | $0.01 | ' | ' | ' | ' | $0.04 | ' |
Shares Issued in Acquisition, Shares | 500,000 | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' |
Stock Issued for Acquisitions, Value | $10,000 | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' | ' | ' | ' | ' | ' |
NOTE_6_DISCONTINUED_OPERATIONS2
NOTE 6. DISCONTINUED OPERATIONS - Discontinued Operations - Liabilities and Operations (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||
Mar. 31, 2012 | Mar. 31, 2011 | Mar. 31, 2012 | Mar. 31, 2011 | Sep. 30, 2005 | 31-May-06 | Apr. 27, 2006 | Nov. 01, 2005 | Mar. 31, 2012 | Mar. 31, 2011 | Mar. 31, 2012 | Mar. 31, 2011 | Sep. 30, 2011 | Mar. 31, 2012 | Sep. 30, 2011 | Mar. 31, 2012 | Sep. 30, 2011 | Mar. 31, 2012 | Sep. 30, 2011 | Mar. 31, 2012 | Sep. 30, 2011 | |
Discontinued Operations | Discontinued Operations | Discontinued Operations | Discontinued Operations | Discontinued Operations | Former Officer Note | Former Officer Note | Shareholder Demand Note 1 | Shareholder Demand Note 1 | Shareholder Demand Note 2 | Shareholder Demand Note 2 | Unsecured Note | Unsecured Note | |||||||||
Accounts payable and accrued expenses | ' | ' | ' | ' | ' | ' | ' | ' | $169,176 | ' | $169,176 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disputed salaries & vacation of former officers | ' | ' | ' | ' | ' | ' | ' | ' | 968,645 | ' | 968,645 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disputed salary - former employee | ' | ' | ' | ' | ' | ' | ' | ' | 20,256 | ' | 20,256 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disputed payroll taxes for back pay of former officers | ' | ' | ' | ' | ' | ' | ' | ' | 84,701 | ' | 84,701 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disputed interest | ' | ' | ' | ' | ' | ' | ' | ' | 209,215 | ' | 209,215 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,137 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note Payable | ' | ' | ' | ' | ' | 20,000 | 16,625 | 175,000 | ' | ' | ' | ' | ' | ' | 59,704 | ' | 11,625 | ' | 20,000 | ' | 175,000 |
Note discount | ' | ' | ' | ' | ' | ' | ' | 51,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note beneficial conversion feature | ' | ' | ' | ' | 9,933 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net liabilities of discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | 1,760,459 | ' | 1,760,459 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | 216,685 | ' | 216,685 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of sales | 60,005 | ' | 60,005 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating expenses | 69,485 | 170,801 | 116,433 | 186,240 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | 1,102 | ' | 1,102 | ' | ' | ' | ' | ' | 4,467 | 4,726 | 8,934 | 7,077 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain from write-off of debt | ' | ' | -332,802 | ' | ' | ' | ' | ' | 332,802 | ' | 332,802 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) from Discontinued Operations | ' | ' | ' | ' | ' | ' | ' | ' | $328,335 | ($4,726) | $323,868 | ($7,077) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NOTE_6_DISCONTINUED_OPERATIONS3
NOTE 6. DISCONTINUED OPERATIONS (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2007 | Mar. 31, 2012 | Mar. 31, 2011 | Sep. 30, 2006 | Sep. 30, 2005 | Sep. 30, 2012 | Sep. 30, 2011 | Jan. 02, 2011 | 31-May-06 | Apr. 27, 2006 | Nov. 01, 2005 | 27-May-05 | |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of Assets, Purchase Price | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note Payable | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 16,625 | 175,000 | ' |
Note Payable, Interest Rate | 8.00% | ' | ' | ' | ' | ' | ' | 8.00% | 1200.00% | 1200.00% | 800.00% | 6.00% |
Shares Issued, Financing Program | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' |
Per Share Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' |
Shares Issued, Price Per Share | ' | $0.01 | ' | ' | ' | $0.03 | $0.01 | ' | ' | ' | $0.04 | ' |
Debt Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,600 | ' |
Beneficial Conversion Feature | ' | ' | ' | ' | 9,933 | ' | ' | ' | ' | ' | ' | ' |
Deferred Financing Costs, Issuance of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000 | ' |
Related Party Payable | 13,300 | 117,582 | ' | ' | ' | ' | 180,796 | ' | ' | ' | ' | 159,000 |
Proceeds from Repayment of Related Party Debt | 11,000 | 81,278 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to Related Party | 148,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Payable | 13,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Origination/Placement Fee | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | $0.04 | $0.04 | ' | ' |
NOTE_7_DEBT_MITIGATION_PROGRAM2
NOTE 7. DEBT MITIGATION PROGRAM - Debt Mitigation Program (Details) (USD $) | 6 Months Ended | |
Mar. 31, 2012 | ||
Debt mitigation program | $1,555,614 | |
Gain on write off of debt | -332,802 | |
Additional paid-in capital | 1,222,812 | [1] |
Accounts Payable and Accrued Expenses | ' | |
Debt mitigation program | 311,405 | |
Disputed Salaries and Vacation of Former Officers | ' | |
Debt mitigation program | 968,645 | |
Disputed Salary - Former Employee | ' | |
Debt mitigation program | 20,256 | |
Disputed Payroll Taxes for Back Pay of Former Officers | ' | |
Debt mitigation program | 84,701 | |
Disputed Interest | ' | |
Debt mitigation program | 68,939 | |
Shareholders Note 1 | ' | |
Debt mitigation program | 11,625 | |
Shareholders Note 2 | ' | |
Debt mitigation program | 20,000 | |
Unsecured Note Payable | ' | |
Debt mitigation program | $175,000 | |
[1] | All amounts that were owed to related parties in prior years were recorded to paid-in capital. |
NOTE_7_DEBT_MITIGATION_PROGRAM3
NOTE 7. DEBT MITIGATION PROGRAM (Details Narrative) (USD $) | 6 Months Ended | |
Mar. 31, 2012 | ||
OTHER (INCOME) AND EXPENSES | ' | |
Creditor Liabilities, Write Off | $1,555,614 | |
Gain on the Write Off of Liabilities | 332,802 | |
Additional Paid-In Capital for Related Party Liabilities | $1,222,812 | [1] |
[1] | All amounts that were owed to related parties in prior years were recorded to paid-in capital. |
NOTE_8_COMMITMENT_AND_CONTINGE1
NOTE 8. COMMITMENT AND CONTINGENCIES (Details Narrative) (USD $) | 6 Months Ended |
Mar. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Creditor Liabilities, Write Off | $1,555,614 |
NOTE_9_RELATED_PARTY_TRANSACTI1
NOTE 9. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 30, 2011 | Dec. 31, 2013 | Sep. 30, 2007 | Mar. 31, 2012 | Mar. 31, 2011 | Sep. 30, 2011 | 27-May-05 | Sep. 30, 2011 | |
Common Stock | ||||||||
Stock Issued to Management, Shares | 4,000,000 | ' | ' | ' | ' | ' | ' | 15,000,000 |
Trading Price Per Share | $0.01 | ' | ' | ' | ' | ' | ' | $0.01 |
Stock Issued During Period to New Management, Value | $38,000 | ' | ' | $184 | $105,000 | ' | ' | $105,000 |
Stock Issued for Conversion of Debt, Shares | ' | 30,000,000 | ' | 30,000,000 | ' | ' | ' | ' |
Stock Issued, Conversion of Debt, Value | ' | 1,200,106 | ' | 1,200,106 | ' | ' | ' | ' |
Due to Related Party | ' | ' | ' | 18,064 | 7,663 | ' | ' | ' |
Repayments of Related Party Debt | ' | ' | 11,000 | 81,278 | 0 | ' | ' | ' |
Due to Related Parties | ' | ' | 13,300 | 117,582 | ' | 180,796 | 159,000 | ' |
Related Party Advances | ' | ' | ' | $117,582 | ' | ' | ' | ' |
NOTE_10_EQUITY_Issuance_of_Com
NOTE 10. EQUITY - Issuance of Common Stock (Details) (USD $) | Dec. 29, 2011 | Oct. 15, 2011 |
Equity [Abstract] | ' | ' |
Number of Shares | 5,000 | 25,000 |
Value | $50,000 | $100,000 |
NOTE_10_EQUITY_Details_Narrati
NOTE 10. EQUITY (Details Narrative) (USD $) | 12 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Mar. 31, 2012 | Dec. 15, 2011 | Oct. 15, 2011 | Apr. 11, 2011 | Jan. 02, 2011 | Nov. 01, 2005 | |
Common Stock Shares Authorized | ' | ' | 650,000,000 | 650,000,000 | ' | ' | 650,000,000 | ' | ' |
Preferred Stock Shares Authorized | ' | ' | 4,000,000 | 4,000,000 | ' | ' | 4,000,000 | ' | ' |
Preferred Stock Par Value | ' | ' | $0.01 | $0.01 | ' | ' | $0.01 | ' | ' |
Common Stock, Shares Issued | ' | ' | 180,526,879 | 180,526,879 | 18,000 | 30,000,000 | ' | 15,000,000 | ' |
Common Stock, Shares Issued, Value | ' | ' | ' | ' | ' | $1,200,106 | ' | $105,000 | ' |
Common Stock, Shares Issued, Value | ' | ' | $0.01 | $0.01 | $0.01 | ' | ' | $0.01 | ' |
Consulting Fees | ' | 184 | ' | ' | ' | ' | ' | ' | ' |
Sale of Stock, Shares Sold | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' |
Sale of Stock, Consideration Received | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' |
Preferred Stock, Share Reservation | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' |
Preferred Stock, Voting Rights | ' | ' | '150 | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued | ' | ' | 0 | 0 | ' | ' | ' | ' | ' |
Compensation Expense | ' | ' | 38,000 | ' | ' | ' | ' | ' | ' |
Shares Issued In Period | 217,500 | 190,000 | ' | ' | ' | ' | ' | ' | ' |
Shares Issued In Period, Value | 143,000 | 68,000 | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | ' | $0.03 | $0.01 | $0.01 | ' | ' | ' | ' | $0.04 |
Medical Billing Software [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Issued | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Market Price, Minimum | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' |
Reduction to Revenue | ' | $1,150 | ' | ' | ' | ' | ' | ' | ' |
NOTE_11_STOCKBASED_COMPENSATIO2
NOTE 11. STOCK-BASED COMPENSATION - Summary of Warrant Activity (Details) (USD $) | 6 Months Ended | |
Mar. 31, 2012 | Mar. 31, 2011 | |
Equity [Abstract] | ' | ' |
Shares Granted | ' | 2,308,497 |
Weighted Average Exercise Price | ' | $0.10 |
Weighted Average Remaining Contractual Life | ' | '4 months |
Aggregate Intrinsic Value | ' | ' |
Grants | ' | ' |
Grants, Per Share | ' | ' |
Expired | ' | -2,308,497 |
Expired, Per Share | ' | ' |
NOTE_12_SUBSEQUENT_EVENTS_Shar
NOTE 12. SUBSEQUENT EVENTS - Shares Issued in Year Ended September 30, 2013 (Details) (USD $) | Dec. 29, 2011 | Oct. 15, 2011 | Sep. 30, 2013 | Aug. 26, 2013 | Apr. 17, 2013 | Mar. 12, 2013 | Dec. 06, 2012 | Oct. 14, 2012 | Dec. 06, 2012 | Oct. 14, 2012 | Oct. 14, 2012 | Oct. 14, 2012 |
Equity Issuance A | Equity Issuance A | Equity Issuance A | Equity Issuance A | Equity Issuance A | Equity Issuance A | Equity Issuance B | Equity Issuance B | Equity Issuance C | Equity Issuance D | |||
Number of Shares | 5,000 | 25,000 | 217,500 | 20,000 | 20,000 | 20,000 | 15,000 | 20,000 | 20,000 | 15,000 | 18,750 | 18,750 |
Value | $50,000 | $100,000 | $143,000 | $2,000 | $20,000 | $20,000 | $3,000 | $20,000 | $20,000 | $3,000 | $2,500 | $2,500 |
NOTE_12_SUBSEQUENT_EVENTS_Deta
NOTE 12. SUBSEQUENT EVENTS (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||
9-May-13 | Mar. 21, 2013 | Mar. 12, 2013 | Dec. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Jun. 30, 2013 | 31-May-13 | Apr. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Jun. 30, 2012 | Aug. 09, 2012 | Sep. 30, 2012 | Mar. 31, 2012 | Mar. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 21, 2012 | Dec. 29, 2011 | Oct. 15, 2011 | Sep. 30, 2011 | Nov. 01, 2005 | |
Acquisition of Software, Fair Value | ' | ' | ' | ' | ' | $6,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15,800 | ' | ' | ' | ' |
Shares Issued in Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' |
Stock Issued for Acquisitions, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' |
Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 25,000 | ' | ' |
Shares Issued, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000 | ' | ' | ' | ' | ' |
Litigation Contingency | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' |
Impairment of Acquired Asset | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | 4,000 | ' | ' | ' | ' | ' |
Line of Credit, Amount | ' | ' | ' | ' | 65,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Conversion Ratios | ' | ' | ' | '1:150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued for Cash, Shares | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 55,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued for Cash, Value | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued, Asset Purchase Agreement, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 500,000 | ' | ' | 500,004 | ' | ' | ' | ' | ' | ' |
Stock Issued, Asset Purchase Agreement, Value | ' | ' | ' | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | 10,000 | ' | ' | 15,800 | ' | ' | ' | ' | ' | ' |
Stock Issued, Replacement Shares | ' | ' | ' | ' | 180,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 217,500 | 190,000 | ' | ' | ' | ' | ' |
Stock Issued During Period, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 143,000 | 68,000 | ' | ' | ' | ' | ' |
Stock Issued, Sale of Medical Software, Shares | ' | 100,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued, Sale of Medical Software, Value | ' | 3,500 | 1,750 | ' | ' | ' | ' | ' | ' | ' | ' | 2,800 | 1,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued, Commission Payments, Shares | 20,000 | 667,000 | 50,000 | ' | ' | ' | 120,000 | 100,000 | ' | 20,000 | ' | 100,000 | 10,000 | ' | ' | 14,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued, Commission Payments, Value | 522 | 23,345 | 1,750 | ' | ' | ' | 3,000 | 1,800 | ' | 522 | ' | 2,800 | 260 | ' | ' | 420 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued, Software Investment, Shares | ' | ' | ' | ' | ' | ' | 50,000 | ' | 25,000 | ' | 75,000 | ' | ' | ' | 335,000 | 706,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued, Software Investment, Value | ' | ' | ' | ' | ' | ' | 1,250 | ' | 450 | ' | 2,513 | ' | ' | ' | 10,050 | 9,251 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | $0.01 | ' | ' | $0.03 | ' | ' | ' | $0.01 | $0.04 |
Compensation Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | 10,000 | ' | ' | ' | ' | ' | ' | ' |
Doctors Network [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued in Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued for Acquisitions, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Krooss Family [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued in Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued for Acquisitions, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,630 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antree [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued, Asset Purchase Agreement, Shares | ' | ' | ' | ' | ' | 160,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Lost Shares | ' | ' | ' | ' | 160,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Michael Anthony [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued, Asset Purchase Agreement, Shares | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Kimberly Ilicerl [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Lost Shares | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |