4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2014 |
Accounting Policies [Abstract] | |
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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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: |
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Use of Estimates and Assumptions |
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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 the valuation of its common stock. |
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In managements’ opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. |
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Cash and Cash Equivalents |
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The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2014 and 2013, cash and cash equivalents include cash on hand and cash in the bank. The Company maintains its cash in accounts held by large, globally recognized banks which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (FDIC). The FDIC insures these deposits up to $250,000. At September 30, 2014, approximately $294,927 of the Company’s cash balance was uninsured. The Company has not experienced any losses in such accounts. |
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Long-Lived Assets |
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Long-lived assets are 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. |
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Fair Value of Financial Instruments |
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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. |
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Fair value is defined as an exit price that would be received upon the 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. |
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The three-level hierarchy for fair value measurements is defined as follows: |
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• | | 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 | | | | | | | | | | | | | | |
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The following table summarizes fair value measurements by level at September 30, 2014 and 2013 for assets measured at fair value on a recurring basis: |
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| | Level 1 | | Level 2 | | Level 3 | | Total |
At September 30, 2014 | | | | | | | | | | | | | | | | |
Software development, net of amortization | | $ | — | | | $ | — | | | $ | 604,301 | | | $ | 604,301 | |
Total Proprietary Technology | | $ | — | | | $ | — | | | $ | 604,301 | | | $ | 604,301 | |
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At September 30, 2013 | | | | | | | | | | | | | | | | |
Software development, net of amortization | | $ | — | | | $ | — | | | $ | 817,921 | | | $ | 817,921 | |
Total Proprietary Technology | | $ | — | | | $ | — | | | $ | 817,921 | | | $ | 817,921 | |
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Accounts Receivable and Allowance for Uncollectible Accounts |
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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 September 30, 2014 and 2013, the Company had no valuation allowance for the Company’s accounts receivable. |
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During the year ended September 30, 2013, the Company wrote-off accounts receivable of approximately $200,000. These accounts receivable were from billing services performed in DNA (“Doctors Network of America”), subsequent to our acquisition of the company from Krooss Medical Management Systems, LLC (“Krooss”) which was completed during the year ended September 30, 2013. These amounts were deemed uncollectible due to our pending litigation with Krooss, and were recorded in loss from discontinued operations. |
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Income Taxes |
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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. |
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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. The Company did not record any liabilities for uncertain tax positions for the years ended September 30, 2014 or 2013. |
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Revenue Recognition |
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Medical Licensing Agreement |
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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.” |
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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. |
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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. |
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Subscription revenue is generated from bandwidth and information storage. In the first 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. |
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Transaction revenue is generated from the following services and recognized when a transaction occurs: |
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· | | Electronic Remittance Advice $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 had not received any transaction revenues in the years ended September 30, 2014 or 2013. |
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CipherLoc Licensing Agreement |
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License revenue also consists of revenue earned under a CipherLoc License Agreement. 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.” |
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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. |
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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. |
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Cost of License and Subscriptions Revenue |
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Cost of license revenue is primarily comprised of the license-based royalties to third parties and production and distribution costs for initial product licenses. No costs were incurred for license-based royalties during the years ended September 30, 2014 and 2013. |
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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. No costs were incurred for customer support during the years ended September 30, 2014 and 2013. |
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The amortization of acquired technology for products acquired through business combinations are considered as the cost of revenues. The acquired software technologies are amortized over their useful lives of five years. |
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Deferred Revenue |
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Deferred revenue result from fees billed to customers for which revenue has not yet been recognized or for which the conditions of the arrangement have been modified. The Company recognizes revenue to provide up-front capitalization to Cloud-MD for each provider added to the solution set. The Company also recognizes annual subscription fees for virtual servers and subscription and small usage fees and those revenues are based on a 48-month lease, Cloud-MD would amortize the revenue over the life of the agreement of 48 months. In addition, it features incremental monthly revenue, for the duration of the lease (48 months) based on fees assessed for transactions such as eligibility claims processing, etc. |
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The Company has deferred revenue of $0 as of September 30, 2014 and 2013. |
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Sales Commissions |
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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 accrued on the date of sale and paid in the month following execution of the customer contracts. The Company paid commissions of $37,000 and $62,060 for the years ended September 30, 2014 and 2013, respectively. |
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Research and Development and Software Development Costs |
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Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined 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 years ended September 30, 2014 and 2013 were $37,729 and $208,895, respectively. |
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Share-Based Compensation |
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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. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted. There were no options or warrants issued by the Company during the years ended September 30, 2014 and 2013. |
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Basic and Diluted Net Loss per Common Share |
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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 September 30, 2014 and 2013, the Company had 4,000,000 shares of preferred stock outstanding which are convertible into 600,000,000 shares of common stock. |
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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. |
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Concentrations of Risk |
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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. |
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The revenues for the year ended September 30, 2014 were generated from one transaction in June of 2014 of $1,125,000 which represents 84% of our total revenues. |
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Subsequent Events |
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The Company has evaluated all transactions occurring from the end of its fiscal year, September 30, 2014, through the date of issuance of the financial statements for subsequent event disclosure consideration. |
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Recent Accounting Pronouncements |
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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. |