Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
3. Summary of Significant Accounting Policies | The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions have been eliminated. |
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Use of Estimates |
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The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, fair value of financial instruments, at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated Financial Statements include recoverability and useful lives of intangible assets, the valuation allowance relates to the Company’s deferred tax assets, the allowance for doubtful accounts related and notes and accounts receivable and the fair value of stock options and warrants granted to employees, consultants, directors, investors and placement agents. |
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Revenue Recognition |
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We generate revenues primarily in the form of set up fees, license fees, messaging, equipment and marketing services fees and value added mobile marketing and mobile commerce services. License fees include, term license fees. Set-up fees primarily consist of fees for website development services (including support and unspecified upgrades and enhancements when and if they are available), training and professional services that are not essential to functionality. |
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We recognize revenues when all of the following conditions are met: |
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• | there is persuasive evidence of an arrangement; | | | | | | | | | | | | | | |
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• | the products or services have been delivered to the customer; | | | | | | | | | | | | | | |
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• | the amount of fees to be paid by the customer is fixed or determinable; and | | | | | | | | | | | | | | |
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• | the collection of the related fees is probable. | | | | | | | | | | | | | | |
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Signed agreements are used as evidence of an arrangement. Electronic delivery occurs when we provide the customer with access to the software. We assess whether a fee is fixed or determinable at the outset of the arrangement, primarily based on the payment terms associated with the transaction. We do offer extended payment terms with regards to the setup fee with typical terms of payment due between one and three years from delivery of license. We assess collectability of the set-up fee based on a number of factors such as collection history and creditworthiness of the customer. If we determine that collectability is not probable, revenue is deferred until collectability becomes probable, generally upon receipt of cash. |
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When contracts contain multiple elements wherein vendor specific objective evidence ("VSOE") exists for all undelivered elements and the services, if any, are not essential to the functionality of the delivered elements, we account for the delivered elements in accordance with the "Residual Method." Revenues related to term license fees are recognized ratably over the contract term beginning on the date the customer has access to the license and continuing through the end of the contract term. |
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License arrangements may also include set-up fees such as website development, delivery of tablets, professional services and training services, which are typically delivered within 90 days of the contract term. In determining whether set-up fee revenues should be accounted for separately from license revenues, we evaluate whether the set-up fees are considered essential to the functionality of the license using factors such as the nature of our products; whether they are ready for use by the customer upon receipt; the nature of our implementation services, which typically do not involve significant customization to or development of the underlying software code; the availability of services from other vendors; whether the timing of payments for license revenues is coincident with performance of services; and whether milestones or acceptance criteria exist that affect the realizability of the license fee. Substantially all of our set-up fee arrangements are recognized as the services are performed. VSOE of fair value of set-up fees is based upon stand-alone sales of those services. Payments received in advance of services performed are deferred and recognized when the related services are performed. |
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We do not offer refunds and therefore have not recorded any sales return allowance for any of the periods presented. Upon a periodic review of outstanding accounts and notes receivable, amounts that are deemed to be uncollectible are written off against the allowance for doubtful accounts. |
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Deferred revenue consists substantially of amounts invoiced in advance of revenue recognition for our products and services described above. We recognize deferred revenue as revenue only when the revenue recognition criteria are met. |
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Cash and cash equivalents |
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The Company considers all investments with an original maturity of three months or less to be cash equivalents. Cash equivalents primarily represent funds invested in money market funds, bank certificates of deposit and U.S. government debt securities whose cost equals fair market value. |
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From time to time, the Company has maintained bank balances in excess of insurance limits established by the Federal Deposit Insurance Corporation. The Company has not experienced any losses with respect to cash. Management believes the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. |
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Property and Equipment |
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Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets (generally three to five years). Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. Depreciation expense for the years ended December 31, 2014 and 2013 was $58,225 and $0, respectively. |
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Software Capitalization |
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The Company accounts for computer software used in the business in accordance with ASC 350 “Intangibles-Goodwill and Other”. ASC 350 requires computer software costs associated with internal use software to be charged to operations as incurred until certain capitalization criteria are met. Costs incurred during the preliminary project stage and the post-implementation stages are expensed as incurred. Certain qualifying costs incurred during the application development stage are capitalized as property, equipment and software. These costs generally consist of internal labor during configuration, coding, and testing activities. Capitalization begins when (i) the preliminary project stage is complete, (ii) management with the relevant authority authorizes and commits to the funding of the software project, and (iii) it is probable both that the project will be completed and that the software will be used to perform the function intended. We capitalized $283,080 in software for the year ended December 31, 2014. Software depreciation expense for the years ended December 31, 2014 and 2013 was $25,629 and $0, respectively. |
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Valuation of Long-Lived Assets |
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The Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair value of the assets. There has not been any impairments recorded. |
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Income Tax Expense Estimates and Policies |
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As part of the income tax provision process of preparing the Company’s financial statements, the Company is required to estimate the Company’s provision for income taxes. This process involves estimating our current tax liabilities together with assessing temporary differences resulting from differing treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. Management then assesses the likelihood that the Company deferred tax assets will be recovered from future taxable income and to the extent believed that recovery is not likely, a valuation allowance is established. Further, to the extent a valuation allowance is established and changes occur to this allowance in a financial accounting period, such changes are recognized in the Company’s tax provision in the Company’s consolidated statement of operations. The Company’s use of judgment in making estimates to determine the Company’s provision for income taxes, deferred tax assets and liabilities and any valuation allowance is recorded against our net deferred tax assets. |
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There are various factors that may cause these tax assumptions to change in the near term, and the Company may have to record a future valuation allowance against our deferred tax assets. The Company recognizes the benefit of an uncertain tax position taken or expected to be taken on the Company’s income tax returns if it is “more likely than not” that such tax position will be sustained based on its technical merits. |
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Stock Based Compensation |
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The Company accounts for stock based compensation arrangements through the measurement and recognition of compensation expense for all stock based payment awards to employees and directors based on estimated fair values. The Company uses the Black-Scholes option valuation model to estimate the fair value of the Company’s stock options and warrants at the date of grant. The Black-Scholes option valuation model requires the input of subjective assumptions to calculate the value of options and warrants. The Company uses historical company data among other information to estimate the expected price volatility and the expected forfeiture rate and not comparable company information. |
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Derivatives |
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The Company accounts for certain of its outstanding warrants issued in fiscal 2010, 2012 and 2013 (“2010 Warrants,” “2012 Warrants” and “2013 Warrants, respectively) as derivative liabilities. The 2010 Warrants were determined to be ineligible for equity classification due to provisions of the respective instruments that may result in an adjustment to their conversion or exercise prices. These derivative liabilities which arose from the issuance of the 2010 Warrants resulted in an ending balance of derivative liabilities of $47,209 and $26,505 as of December 31, 2014 and 2013, respectively. On March 20, 2013, the Company amended its warrant agreement for the 2012 and 2013 warrants whereby removing all terms that required net cash settlement, and as a result, the Company recorded its derivative liabilities relating to these warrants through March 20, 2013, at which time the balance of the derivative liability was reclassified into additional paid in capital. |
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The Company recognized a loss of $14,759 and a gain of $352,588 in the fair value of derivatives for the years ended December 31, 2014 and 2013, respectively. Subsequent changes to the fair value of the derivative liabilities will continue to require adjustments to their carrying value that will be recorded as other income (in the event that their value decreases) or as other expense (in the event that their value increases). In general (all other factors being equal), the Company will record income when the market value of the Company’s common stock decreases and will record expense when the value of the Company’s stock increases. The fair value of these liabilities is estimated using option pricing models that are based on the individual characteristics of the Company’s warrants, preferred and common stock, as well as assumptions for volatility, remaining expected life, risk-free interest rate and, in some cases, credit spread. |
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Net Loss per Share |
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The Company calculates basic earnings per share (“EPS”) by dividing the Company’s net loss and comprehensive net loss applicable to common shareholders by the weighted average number of common shares outstanding for the period, without considering common stock equivalents. Diluted EPS is computed by dividing net income or net loss and comprehensive net loss applicable to common shareholders by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants. Options and warrants are only included in the calculation of diluted EPS when their effect is dilutive. |
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Warrant Liability |
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The Company accounts for the common stock warrants granted and still outstanding as of December 31, 2014 in connection with certain financing transactions (“Transactions”) in accordance with the guidance contained in ASC 815-40-15-7D, "Contracts in Entity's Own Equity" whereby under that provision they do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. The fair value of the warrants issued by the Company in connection with the transactions has been estimated using a Monte Carlo simulation. |
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Fair value of assets and liabilities |
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Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value for applicable assets and liabilities, we consider the principal or most advantageous market in which we would transact and we consider assumptions market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows: |
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· | Level 1: Observable inputs such as quoted prices in active markets; | | | | | | | | | | | | | | |
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· | Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | | | | | | | | | | | | | | |
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· | Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | | | | | | | | | | | | | | |
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The Company’s financial instruments are cash and cash equivalents, accounts payable, and derivative liabilities. The recorded values of cash equivalents and accounts payable approximate their fair values based on their short-term nature. The fair value of derivative liabilities is estimated using option pricing models that are based on the individual characteristics of our warrants, preferred and common stock, the derivative liability on the valuation date as well as assumptions for volatility, remaining expected life, risk-free interest rate and, in some cases, credit spread. The derivative liabilities are the only Level 3 fair value measures. |
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A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2014 and 2013 is as follows: |
Date of Valuation | | 31-Dec-14 | | | 31-Dec-13 | | | | | | | | |
Stock Price | | | 1 | | | | 0.91 | | | | | | | | |
Volatility (Annual) | | 66% to 67% | | | 70% to 72% | | | | | | | | |
Number of assumed financings | | | 1 | | | | 1 | | | | | | | | |
Number of anti-dilutive warrants | | | 129,167 | | | | 159,167 | | | | | | | | |
Total warrants outstanding | | | 23,933,927 | | | | 7,977,990 | | | | | | | | |
Total shares outstanding | | | 18,435,239 | | | | 10,398,527 | | | | | | | | |
Strike Price | | | 0.75 | | | | 2.25 | | | | | | | | |
Risk-free Rate | | | 0.21 | % | | | 0.33 | % | | | | | | | |
Maturity Date | | 8/13/15 to 11/24/15 | | | 1/24/14 to 11/24/15 | | | | | | | | |
Expected Life | | .62 to .90 years | | | .48 to 1.90 years | | | | | | | | |
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During 2013, the Company elected the fair value option for notes payable as this option better matches the changes in fair value of notes payable. The decision to elect the fair value option, which is irrevocable once elected, is determined on an instrument by instrument basis and applied to an entire instrument. |
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At December 31, 2014 and 2013, the estimated fair values of the liabilities measured on a recurring basis are as follows: |
| | | | | | Fair Value Measurements at December 31, 2014: |
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| | Carrying Value | | | | | | | | | | | | |
| | | | Level 1 | | | Level 2 | | | Level 3 |
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Financial Assets | | | | | | | | | | | | | | | |
Derivative liability - warrants | | $ | 47,209 | | | $ | - | | | $ | - | | | $ | 47,209 |
Total securities | | $ | 47,209 | | | $ | - | | | $ | - | | | $ | 47,209 |
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| | | | | | Fair Value Measurements at December 31, 2013: |
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| | Carrying Value | | | | | | | | | | | | |
| | | | Level 1 | | | Level 2 | | | Level 3 |
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Financial Assets | | | | | | | | | | | | | | | |
Note payable, fair value | | $ | 142,089 | | | $ | - | | | $ | - | | | $ | 142,089 |
Derivative liability - warrants | | $ | 26,505 | | | $ | - | | | $ | - | | | $ | 26,505 |
Total securities | | $ | 168,594 | | | $ | - | | | $ | 0 | | | $ | 168,594 |
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The following tables present the activity for Level 3 liabilities for the years ended December 31, 2014 and 2013: |
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| | Fair Value Measurement Using Significant Unobservable Inputs | | | | | | | | |
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| | Warrant Derivative Liabilities | | | Conversion Notes | | | | | | | | |
Beginning balance at December 31, 2013 | | $ | 26,505 | | | $ | 142,089 | | | | | | | | |
Additions during the year | | | - | | | | - | | | | | | | | |
Total unrealized (gains) or losses included in net loss | | | 20,704 | | | | (5,945 | ) | | | | | | | |
Transfers in and/or out of Level 3 | | | - | | | | (136,144 | ) | | | | | | | |
Ending balance at December 31, 2014 | | $ | 47,209 | | | $ | - | | | | | | | | |
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| | Fair Value Measurement Using | | | | | | | | |
| | Significant Unobservable Inputs | | | | | | | | |
| | (Level 3) | | | | | | | | |
| | Warrant Derivative Liabilities | | Conversion Notes | | | | | | | | |
Beginning balance at December 31, 2012 | | $ | 8,873,267 | | | $ | - | | | | | | | | |
Additions during the year | | | (8 | ) | | | 382,000 | | | | | | | | |
Total unrealized (gains) or losses included in net loss | | | (112,669 | ) | | | (239,911 | ) | | | | | | | |
Transfers in and/or out of Level 3 | | | (8,734,085 | ) | | | - | | | | | | | | |
Ending balance at December 31, 2013 | | $ | 26,505 | | | $ | 142,089 | | | | | | | | |
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Changes in fair value of our Level 3 earn-out liability for the years ended December 31, 2014 and 2013 were as follows: |
Fair Value Measurements Using Level 3 Inputs | | | | | | | | |
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| | Liability | | | Total | | | | | | | | |
Balance - December 31, 2013 | | $ | - | | | $ | - | | | | | | | | |
Additions during the period | | | 607,789 | | | | 607,798 | | | | | | | | |
Total Unrealized (gains) or losses include in net loss | | | (13,582 | ) | | | (13,582 | ) | | | | | | | |
Balance - December 31, 2014 | | $ | 594,216 | | | $ | 594,216 | | | | | | | | |
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Advertising |
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The Company expenses advertising costs as incurred. The Company has no existing arrangements under which we provide or receive advertising services from others for any consideration other than cash. Advertising expenses from continuing operation (primarily in the form of Internet direct marketing) totaled $227,349 and $0 for the years ended December 31, 2014 and 2013, respectively. |
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Litigation |
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From time to time, the Company may become involved in litigation and other legal actions. The Company estimates the range of liability related to any pending litigation where the amount and range of loss can be estimated. The Company records its best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, the Company records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. Through the date of these financial statements, the Company is currently not involved in litigation or other legal actions. |
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The Company was involved in a disagreement with our incumbent processor. Our Company was involved in an arbitration with our previous processor but we have since agreed to a settlement of such arbitration. The agreed upon settlement amount had been accrued at December 31, 2013 and was paid on February 13, 2014. |
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Goodwill |
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The Company accounts for goodwill and other intangible assets under ASC 350 “Intangibles – Goodwill and Other” (“ASC 350”). ASC 350 eliminates the amortization of goodwill and certain other intangible assets and requires an evaluation of impairment by assessing qualitative factors, and if necessary, applying a fair-value based test. The goodwill impairment test requires qualitative analysis to determine whether is it more likely than not that the fair value of a reporting unit is less than the carrying amount, including goodwill. An indication of impairment through analysis of these qualitative factors initiates a two-step process, which requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of the Company’s reporting units based on discounted cash flow models using revenue and profit forecasts and comparing the estimated fair values with the carrying values of the Company’s reporting units which include the goodwill. If the estimated fair values are less than the carrying values, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of the Company’s “implied fair value” requires the Company to allocate the estimated fair value to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. The Company tested goodwill impairment at December 31, 2014 and concluded that goodwill was not impaired. |
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Intangible assets |
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Intangible assets consist of intellectual property/technology, customer lists, and trade-name/marks acquired in business combinations under the purchase method of accounting are recorded at fair value net of accumulated amortization since the acquisition date. Amortization is calculated using the straight line method over the estimated useful lives at the following annual rates: |
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| | Useful Lives | | | | | | | | | | | | | |
IP/technology | | 10 | | | | | | | | | | | | | |
Customer lists | | 10 | | | | | | | | | | | | | |
Trade-name/marks | | 10 | | | | | | | | | | | | | |
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The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of finite-lived intangible asset may not be recoverable. Recoverability of a finite-lived intangible asset is measured by a comparison of its carrying amount to the undiscounted future cash flows expected to be generated by the asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is determined based on discounted cash flows. |
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Recently Issued Accounting Pronouncements |
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The FASB issued ASU No. 2014-08 “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU No. 2014-08 changes the criteria for reporting discontinued operations and modifies related disclosure requirements. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. The Company is currently assessing the future impact of ASU No. 2014-08 on its financial statements. |
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The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is proposed to be effective for fiscal years beginning after December 15, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The adoption of this standard is not expected to have a material impact on the Company’s consolidated balance sheets and results of operations. |
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The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated balance sheets and results of operations. |
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The FASB has issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance, which is effective for annual reporting periods ending after December 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The Company will assess the provisions of ASU 2014-15 and its impact on the consolidated financial statements. The events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in Note 1. |
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Segments |
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The Company operates in one reportable segment now due to the discontinuance of our Card Division. On November 26, 2014, the Company decided to wind down the operations of the Card Division and focus on its Mobile and Loyalty Marketing Division in an effort to reduce expenses and focus its resources elsewhere. Accordingly, no segment disclosures have been presented herein. |
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