Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Dec. 31, 2013 | Feb. 14, 2014 | |
Document And Entity Information Abstract | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Dec-13 | ' |
Entity Registrant Name | 'ICEWEB INC | ' |
Entity Central Index Key | '0001097718 | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Units Outstanding | ' | 492,746,383 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
CURRENT ASSETS: | ' | ' |
Cash | $70,810 | $9,652 |
Other receivable | 1,461 | 28 |
Accounts receivable, net | 63,829 | 58,140 |
Inventory | 172,130 | 163,168 |
Marketable securities | 6 | 820 |
Other current assets | 65,219 | 175,551 |
Prepaid expenses | 146,554 | 36,925 |
Total current assets | 520,009 | 444,284 |
OTHER ASSETS: | ' | ' |
Property and equipment, net of accumulated depreciation of $2,881,260 and $1,422,488, respectively | 915,905 | 307,868 |
Deposits | 5,922 | 13,320 |
Other assets | 1,545 | 1,545 |
Total Assets | 1,443,381 | 767,017 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued liabilities | 857,932 | 649,294 |
Notes payable | 585,573 | ' |
Notes payable, related parties | 186,000 | 186,000 |
Deferred revenue | 62,391 | 2,996 |
Convertible notes payable, net of discount | 505,007 | 181,878 |
Derivative liability - warrants | 88,019 | 117,424 |
Derivative liability - convertible debt | 479,002 | ' |
Total Current Liabilities | 2,763,924 | 1,137,592 |
LONG TERM LIABILITIES: | ' | ' |
Note payable, long term portion | 1,185,524 | ' |
Total Liabilities | 3,949,448 | 1,137,592 |
Stockholders' Deficit | ' | ' |
Series B convertible preferred stock ($0.001 par value; 10,000,000 shares authorized; 626,667 shares issued and outstanding) | 626 | 626 |
Common stock ($.001 par value; 1,000,000,000 shares authorized; 481,623,279 shares issued and 481,460,779 shares outstanding, respectively and 410,424,772 shares issued and 410,262,272 shares outstanding, respectively) | 481,623 | 410,262 |
Additional paid in capital | 47,934,176 | 47,233,663 |
Accumulated deficit | -50,828,498 | -47,921,946 |
Accumulated other comprehensive income (loss) | -80,994 | -80,180 |
Treasury stock, at cost, (162,500 shares) | -13,000 | -13,000 |
Total stockholders' deficit | -2,506,067 | -370,575 |
Total Liabilities and Stockholders' Deficit | $1,443,381 | $767,017 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
Consolidated Balance Sheets [Abstract] | ' | ' |
Property and equipment, accumulated depreciation | $2,881,260 | $1,422,488 |
Series B convertible preferred stock, par value | $0.00 | $0.00 |
Series B convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series B convertible preferred stock, shares issued | 626,667 | 626,667 |
Series B convertible preferred stock, shares outstanding | 626,667 | 626,667 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 481,623,279 | 410,424,772 |
Common stock, shares outstanding | 481,460,779 | 410,262,272 |
Treasury stock, shares | 162,500 | 162,500 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Consolidated Statements of Operations [Abstract] | ' | ' | ' | ' |
Sales | $218,743 | $313,411 | $322,665 | $407,079 |
Cost of sales | 113,206 | 174,094 | 176,954 | 284,636 |
Gross profit | 105,537 | 139,317 | 145,711 | 122,443 |
Operating expenses: | ' | ' | ' | ' |
Sales and marketing | 78,780 | 136,134 | 186,692 | 611,218 |
Depreciation and amortization expense | 187,444 | 18,016 | 281,744 | 70,711 |
Research and development expense | 104,809 | 281,617 | 694,377 | 619,319 |
General and administrative | 680,133 | 1,002,907 | 2,099,239 | 2,393,016 |
Total Operating Expenses | 1,051,166 | 1,438,674 | 3,262,052 | 3,694,264 |
Loss from operations | -945,629 | -1,299,357 | -3,116,341 | -3,571,821 |
Other (expenses) | ' | ' | ' | ' |
Gain/(loss) on change of fair value of derivative liability | 72,048 | 620,131 | 71,499 | 4,038,718 |
Loss on extinguishment of debt | ' | ' | -768,463 | ' |
Impairment of goodwill | -1,941,050 | ' | -1,941,050 | ' |
Interest expense | -91,920 | -111,899 | -150,653 | -1,220,139 |
Total other income (expenses): | -1,960,922 | 508,232 | -2,788,667 | 2,818,579 |
Net loss | ($2,906,551) | ($791,125) | ($5,905,008) | ($753,242) |
Loss per common share basic and diluted | $0 | $0 | ($0.01) | $0 |
Weighted average common shares outstanding basic and diluted | 454,075,100 | 224,478,736 | 412,662,778 | 214,014,653 |
Statement_of_Consolidated_Comp
Statement of Consolidated Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Statement of Consolidated Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net loss | ($2,906,551) | ($791,125) | ($5,905,008) | ($753,242) |
Other comprehensive loss, net of tax: | ' | ' | ' | ' |
Unrealized gain (loss) on securities | -814 | -103,200 | -3,684 | 42,400 |
Other comprehensive income (loss) | -814 | -103,200 | -3,684 | 42,400 |
Comprehensive income (loss) | ($2,907,365) | ($894,325) | ($5,908,692) | ($710,842) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Consolidated Statements of Cash Flows [Abstract] | ' | ' |
NET CASH USED IN OPERATING ACTIVITIES | ($1,261,853) | ($1,759,555) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of property and equipment | -23,319 | -197,838 |
NET CASH USED IN INVESTING ACTIVITIES | -23,319 | -197,838 |
CASH PROVIDED BY FINANCING ACTIVITIES: | ' | ' |
Proceeds from notes payable | 297,940 | 184,086 |
Proceeds from exercise of common stock options | 718,415 | 469,772 |
Proceeds from the sale of restricted stock | 70,000 | 452,513 |
Proceeds from convertible notes payable | 74,810 | ' |
Proceeds from notes payable - related party | 75,000 | 111,000 |
Proceeds from conversion of warrants | 53,480 | 172,540 |
Payments on notes payable | -12,206 | -125,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,277,439 | 1,264,911 |
NET INCREASE (DECREASE) IN CASH | -7,733 | -692,481 |
CASH - beginning of period | 78,543 | ' |
CASH - end of period | 70,810 | 81,531 |
Cash paid for: | ' | ' |
Interest | 95,092 | 242,475 |
Income taxes | ' | ' |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Shares issued for acquisition of subsidiary | 564,721 | ' |
Payment on convertible note | 44,910 | ' |
Payment on convertible note | $1,642,739 | $1,081,138 |
NATURE_OF_BUSINESS
NATURE OF BUSINESS | 6 Months Ended |
Dec. 31, 2013 | |
NATURE OF BUSINESS [Abstract] | ' |
NATURE OF BUSINESS | ' |
NOTE 1 - NATURE OF BUSINESS | |
With our acquisition of Computers & Telecom, Inc. and KCNAP, LLC, (collectively "CTC") in October 2013, IceWEB is a provider of wireless and fiber broadband service, co-location space and related services and operates a Network Access Point ("NAP") where customers directly interconnect with a network ecosystem of partners and customers. This access to Internet routes provides CTC customers improved reliability and streamlined connectivity while significantly reducing costs by reaching a critical mass of networks within a centralized physical location. In addition, through our IceWEB Storage Corporation subsidiary we deliver on-line cloud computing application services, and manufacture and market cloud-attached and network storage. | |
CTC operates a wireless internet service business, providing WIMAX broadband to small and medium size businesses in the metro Kansas-City, Missouri area. In addition CTC offers the following solutions: (i) premium data center co-location, (ii) interconnection and (iii) exchange and outsourced IT infrastructure services. | |
We leverage our NAP which allows our customers to increase information and application delivery performance while significantly reducing costs. Our platform enables scalable, reliable and cost-effective co-location, interconnection and traffic exchange thus lowering overall cost and increasing flexibility. | |
Our customer base includes U.S. government agencies, enterprise companies, and small to medium sized businesses ("SMB"). | |
Change in Fiscal Year End | |
On January 27, 2014 our board of directors approved a change in our fiscal year end from September 30th to June 30th. We are filing this Form 10-Q under the SEC rules for transitional filers. |
BASIS_OF_PRESENTATION_AND_SUMM
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2013 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | |
The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. | |
Reclassifications | |
Certain reclassifications have been made to previously reported amounts to conform to December 31, 2013 amounts. The reclassifications had no impact on previously reported results of operations or shareholders' deficit. | |
Going Concern | |
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company had net losses and net cash used in operating activities of $7,108,819 and $2,700,609, respectively, for the year ended September 30, 2013. The Company also had an accumulated deficit of $47,921,946 at September 30, 2013. For the six months ended December 31, 2013 the Company had a net loss of $5,905,008 and net cash used in operations of $1,261,853. These matters raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Management has established plans intended to increase the sales of our products and services. Management intends to seek new capital from new equity securities offerings to provide funds needed to increase liquidity, fund growth, and implement its business plan. However, no assurances can be given that we will be able to raise any additional funds. | |
Marketable Securities | |
IceWEB accounts for the purchase of marketable equity securities in accordance with FASB Accounting Standards Codification (ASC) 320, "Investment - Debt and Equity Securities" with any unrealized gains and losses included as a net amount as a separate component of stockholders' equity. However, those securities may not have the trading volume to support the stock price if the Company were to sell all their shares in the open market at once, so the Company may have a loss on the sale of marketable securities even though they record marketable equity securities at the current market value. | |
Cash and Cash Equivalents | |
We consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. | |
Use of Estimates | |
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets and the reported amounts of sales and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include the valuation of stock-based compensation, the allowance for doubtful accounts, the impairment of intangibles, the useful life of property and equipment, derivative liabilities, and litigation reserves. | |
Accounts Receivable | |
Accounts receivable consists of normal trade receivables. We recorded a bad debt allowance of $32,333 as of December 31, 2013. Management performs ongoing evaluations of its accounts receivable, and believes that all remaining receivables are fully collectable. Bad debt expense amounted to $114,918 and $0 for the six months ended December 31, 2013 and 2012, respectively. | |
Inventory | |
Inventory is valued at the lower of cost or market, on an average cost basis. | |
Derivative Liability | |
The Company issued warrants to purchase the Company's common stock in connection with the issuance of convertible debt, which contain certain ratchet provisions that reduce the exercise price of the warrants or the conversion price in certain circumstances. In accordance with ASC 815 the Company determined that the warrants and/or the conversion features with provisions that reduce the exercise price of the warrants did not qualify for a scope exception under ASC 815 as they were determined not to be indexed to the Company's stock. | |
Derivatives are required to be recorded on the balance sheet at fair value (see Note 13). These derivatives, including embedded derivatives in the Company's structured borrowings, are separately valued and accounted for on the Company's balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. | |
Fair Value Measurements | |
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | |
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. | |
Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. | |
Fair Value of Financial Instruments | |
The Company's financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities and notes payable are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. | |
Our derivative financial instruments, consisting of embedded conversion features in our convertible debt, which are required to be measured at fair value on a recurring basis under FASB ASC 815 as of December 31, 2013 are measured at fair value, using a Black-Scholes valuation model which approximates a binomial lattice valuation methodology utilizing Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities (see Note 12). | |
Other Receivables | |
We have a purchase order arrangement with a key vendor that provides us the flexibility to make purchases of inventory components on credit with our customer remitting payment to the vendor. This arrangement provides us with the cash needed to finance certain of our on-going costs and expenses, and provides that we collect on our receivables once the vendor has been paid. This vendor had collected $1,461 on our behalf that had not been remitted to us as of December 31, 2013. | |
Property and Equipment | |
Property and equipment is stated at cost, net of accumulated depreciation. Depreciation expense is recorded by using the straight-line method over the estimated useful lives of the related assets. | |
Product Warranties | |
The Company's products typically carry a warranty for periods of up to three years. We have not had any significant warranty claims on our products. | |
Software Development Costs | |
The costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized in accordance with the accounting guidance for software. | |
Because our current process for developing software is essentially completed concurrently with the establishment of technological feasibility, which occurs upon the completion of a working model, no costs have been capitalized for any of the periods presented. | |
Long-lived Assets | |
In accordance with ASC Topic 360, "Property, Plant, and Equipment" (formerly SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"), we review the carrying value of intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. | |
Revenue Recognition | |
We follow the guidance of Accounting Standards Codification (ASC) Topic 605, "Revenue Recognition" (formerly Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition") for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. | |
It is our customary business practice to obtain a signed master sales agreement for recurring revenue sales, and/or a sales order for events and one-time services. Taxes collected from customers and remitted to governmental authorities are reported on a net basis and are excluded from revenue. | |
We derive the majority of our revenues from recurring revenue streams, consisting primarily of: | |
(1) Wireless and fiber broadband service ; | |
(2) co-location, which includes the licensing of cabinet space and power; | |
(3) interconnection services, such as cross connects; | |
(4) managed infrastructure services. | |
· | |
Revenues from recurring revenue streams are generally billed monthly and recognized ratably over the term of the contract, generally one to three years for data center space customers. We generally recognize revenue beginning on the date the customer commences use of our services. | |
· | |
Implementation and set-up fees are recognized at the time those services are completed, unless prior agreement was made for interim billings (for work completed). | |
· | |
For services that are billed according to customer usage, revenue is recognized in the month in which the usage is provided. | |
· | |
Professional services are recognized in the period services are provided. | |
· | |
Amounts that have been invoiced are recorded in accounts receivable and revenue. | |
Our customers generally have the right to cancel their contracts by providing prior written notice to us of their intent to cancel the remainder of the contract term. The customer would be required to pay any charge for early cancellation that their contract specifies. In the event that a customer cancels their contract, they are not entitled to a refund for services already rendered. A customer can continue service on a month-to-month basis after their contract expires. | |
Advertising | |
Advertising costs are expensed as incurred and amounted to $2,352 and $154,046 for the six months ended December 31, 2013 and 2012, respectively. | |
Barter Transactions | |
Barter activity is accounted for in accordance with ASC 845, Nonmonetary Transactions. Barter revenue relates to the exchange of wireless bandwidth and internet connectivity provided by CTC to business customers in exchange primarily for roof rights for antennae, advertising and other products and services that CTC would otherwise be required to buy for cash. Barter expenses reflect the expense offset to barter revenue. The amount of barter revenue and expense is recorded at the estimated fair value of the services received or the services provided, whichever is more objectively determinable, in the month the services are exchanged. | |
Prepaid expenses | |
Prepaid expenses are comprised primarily of prepaid costs related to the installation of new customers, prepaid advertising costs which are expensed when used, and deferred financing costs which are amortized over the life of the related financing. | |
Deferred Revenue | |
Amounts billed in advance of services being provided are recorded as deferred revenue and are recognized in the consolidated statement of operations as services are provided. | |
Deferred Financing Costs | |
Debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense based on the related debt agreements on a straight-line basis, which approximates the effective interest method. Unamortized amounts are included in prepaid expenses in the accompanying consolidated balance sheets. | |
Earnings per Share | |
We compute earnings per share in accordance with ASC Topic 260, "Earnings Per Share" Under the provisions of ASC Topic 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants (using the treasury stock method) and upon the conversion of convertible notes and preferred stock (using the if-converted method). Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At September 30, 2013, there were options and warrants to purchase 106,238,245 shares of common stock, and 626,667 shares issuable upon conversion of Series B preferred stock outstanding which could potentially dilute future earnings per share. | |
Stock-Based Compensation | |
As more fully described in Note 16, we have two stock option plans that provide for non-qualified options to be issued to directors, officers, employees and consultants (the 2012 Equity Compensation Plan and the 2013 Equity Plan (the "Plans"). | |
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | |
In the first quarter of fiscal year 2013, the Company adopted Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220)-Presentation of Comprehensive Income and Accounting Standards Update No. 2011-12, Comprehensive Income (Topic 220)-Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. The adoption of these amended standards impacted the presentation of other comprehensive income, as the Company elected to present two separate but consecutive statements, but did not impact our financial position or results of operations. | |
Various accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | |||||||||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||||||||
NOTE 3 - PROPERTY AND EQUIPMENT | ||||||||||||||||
Property and equipment, net, consists of the following: | ||||||||||||||||
Estimated | 31-Dec-13 | 30-Sep-13 | ||||||||||||||
Life | ||||||||||||||||
Office equipment | 3 years | $ | 2,668,332 | $ | 644,020 | |||||||||||
Furniture and Fixtures | 3 years | 17,232 | - | |||||||||||||
Computer software | 3 years | 59,705 | 52,841 | |||||||||||||
Vehicle | 3 years | 7,734 | - | |||||||||||||
Leasehold improvements | 5 years | 1,044,162 | 1,033,495 | |||||||||||||
3,797,165 | 1,730,356 | |||||||||||||||
Less: accumulated depreciation | (2,881,260 | ) | (1,422,488 | ) | ||||||||||||
$ | 915,905 | $ | 307,868 | |||||||||||||
Capitalized equipment under lease agreements totaled $1,983,854 at cost at December 31, 2013 and September 30, 2013. The lease term of each capital equipment lease is 36 months. | ||||||||||||||||
Depreciation expense for the three months ended December 31, 2013 and 2012 was $187,444 and $18,016 respectively and for the six months ended December 31, 2013 and 2012 was $281,744 and $70,111, respectively. |
INVENTORY
INVENTORY | 6 Months Ended | |||||
Dec. 31, 2013 | ||||||
INVENTORY [Abstract] | ' | |||||
INVENTORY | ' | |||||
NOTE 4 - INVENTORY | ||||||
Inventory consisted of the following: | ||||||
31-Dec-13 | 30-Sep-13 | |||||
Raw materials | $ | 172,130 | $ | 130,534 | ||
Work in progress | - | 24,476 | ||||
Finished goods | - | 8,158 | ||||
$ | 172,130 | $ | 163,168 |
NOTES_PAYABLE
NOTES PAYABLE | 6 Months Ended |
Dec. 31, 2013 | |
NOTES PAYABLE [Abstract] | ' |
NOTES PAYABLE | ' |
NOTE 5 - NOTES PAYABLE | |
Sand Hill Finance, LLC | |
On December 19, 2005, the Company entered into a Financing Agreement with Sand Hill Finance, LLC pursuant to which, together with related amendments, the Company may borrow up to 80% on the Company's accounts receivable balances up to a maximum of $1,800,000. In conjunction with the acquisition of Inline Corporation in December, 2008, the lending limit on the credit facility was increased to $2,750,000. In addition, the Company and Sand Hill Finance, LLC entered into a 36 month term note agreement in the amount of $1,000,000. Amounts borrowed under the Financing Agreement were secured by a first security interest in substantially all of the Company's assets. | |
On April 12, 2013 the Company entered into an agreement with Sand Hill Finance, LLC to amend the existing Financing Agreement by issuing a convertible debenture to replace IceWEB's existing note payable, in the amount of $2,139,235. The debenture was convertible into common stock at a fixed price of $0.075 per share, bore interest at 12% annually, and had a two year term. In addition, the terms of the note call for monthly payments of $15,000, which increases to $25,000 in the event that IceWEB raises $3,000,000 or more in an equity financing. In April, 2013 Sand Hill Finance, LLC converted $506,250 of the debenture balance into 6,750,000 shares of IceWEB, Inc. $0.001 par value common stock. | |
On August 20, 2013 IceWEB, Inc. entered into an Agreement for the Cancellation of Secured Convertible Debenture with Sand Hill Finance, LLC pursuant to which SHF converted $1,642,739 of principal and accrued but unpaid interest due it under the Secured Convertible Debenture dated April 15, 2013 into 37,000,000 shares of our common stock. The conversion price per share was $0.0444 when the market price per share was $0.0319 per share and the contractual conversion price per the convertible debenture was $0.075/share. The Company recognized a loss on the extinguishment of debt of $481,588 in fiscal 2013 as a result of this transaction. | |
As part of the agreement, within five days SHF was required to file UCC-3 financing statements to release its security interest in our assets which were pledged as collateral under the debenture. The agreement also contains mutual general releases. As a result of this transaction, at December 31, 2013 and September 30, 2013, the principal amount due under the Financing Agreement amounted to $0. | |
Agility Ventures, LLC | |
On October 1, 2013, in conjunction with the acquisition of Computers & Tele-com, Inc. and KCNAP, LLC, we entered into an equipment lease agreement with Agility Ventures, LLC in the principal amount of $1,678,562 which is secured by all of the assets of IceWEB, Inc. The lease agreement has a term of 36 months and bears interest at 15% per annum. We also issued Agility Ventures 1,000,000 shares of IceWEB, Inc. restricted common stock, and a Series T common stock warrant covering a total of 3,675,000 shares with a term of two years and a conversion price of $0.055 per share. |
OTHER_CURRENT_ASSETS
OTHER CURRENT ASSETS | 6 Months Ended |
Dec. 31, 2013 | |
OTHER CURRENT ASSETS [Abstract] | ' |
OTHER CURRENT ASSETS | ' |
NOTE 6 - OTHER CURRENT ASSETS | |
Other current assets totaled $65,219 and $175,551 at December 31, 2013 and September 30, 2013, respectively. The balance at December 31, 2013 consists primarily of deferred loan fees related to a capitalized lease obligation to Agility Ventures, LLC. The balance at September 30, 2013 consisted of advances made to Computers & Tele-com, Inc. This amount was reimbursable to IceWEB in the event that the acquisition of Computers & Telecom, Inc. did not occur. IceWEB, Inc. successfully completed the acquisition of Computers & Telecom, Inc. in October, 2013. |
CONCENTRATION_OF_CREDIT_RISK
CONCENTRATION OF CREDIT RISK | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
CONCENTRATION OF CREDIT RISK [Abstract] | ' | ||||||||
CONCENTRATION OF CREDIT RISK | ' | ||||||||
NOTE 7 - CONCENTRATION OF CREDIT RISK | |||||||||
Bank Balances | |||||||||
The Company maintains cash in financial institutions insured by the Federal Deposit Insurance Corporation ("FDIC"), including non-interest bearing transaction account deposits protected in full in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). At December 31, 2013 all of the Company's cash balances were fully insured. The Company had not experienced any losses in such accounts. | |||||||||
Major Customers | |||||||||
Sales to 3 customers for the three and six month's ended December 31, 2013 and 2012, respectively were as follows: | |||||||||
Three Months Ended | Six Months Ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Customer A | 5% | 17% | 8% | 18% | |||||
Customer B | 5% | 12% | 4% | 9% | |||||
Customer C | 5% | 11% | 4% | 9% | |||||
All Others | 85% | 60% | 84% | 64% | |||||
100% | 100% | 100% | 100% | ||||||
As of December 31 and September 30, 2013, respectively, approximately 46% and 92% of our accounts receivable was due from three customers. | |||||||||
31-Dec-13 | 30-Sep-13 | ||||||||
Customer A | 35% | 47% | |||||||
Customer B | 7% | 23% | |||||||
Customer C | 4% | 22% | |||||||
All others | 54% | 8% | |||||||
100% | 100% | ||||||||
INVESTMENTS
INVESTMENTS | 6 Months Ended | |||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||
INVESTMENTS [Abstract] | ' | |||||||||||||||||
INVESTMENTS | ' | |||||||||||||||||
NOTE 8 - INVESTMENTS | ||||||||||||||||||
(a) Summary of Investments | ||||||||||||||||||
Marketable Equity Securities: | ||||||||||||||||||
As of December 31, 2013 and September 30, 2013, the Company's investments in marketable equity securities are based on the December 31, 2013 and September 30, 2013 stock price as reflected on the OTCBB stock, respectively. These marketable equity securities are summarized as follows: | ||||||||||||||||||
31-Dec-13 | Cost | Gross | Gross | Fair | ||||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||||
Gains | Losses | |||||||||||||||||
Publicly traded equity securities | $ | 81,000 | $ | - | $ | 80,994 | $ | 6 | ||||||||||
Total | $ | 81,000 | $ | - | $ | 80,994 | $ | 6 | ||||||||||
30-Sep-13 | Cost | Gross | Gross | Fair | ||||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||||
Gains | Losses | |||||||||||||||||
Publicly traded equity securities | $ | 81,000 | $ | - | $ | -80,180 | $ | 820 | ||||||||||
Total | $ | 81,000 | $ | - | $ | -80,180 | $ | 820 | ||||||||||
The unrealized gains are presented in comprehensive income in the consolidated statement of operations and comprehensive income. | ||||||||||||||||||
(b) Unrealized Gains and Losses on Investments | ||||||||||||||||||
The following table summarizes the unrealized net gains (losses) associated with the Company's investments: | ||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||
31-Dec | 31-Dec | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Net gains/(loss) on investments in publicly traded equity securities | $ | (814 | ) | $ | (103,200 | ) | $ | (3,684 | ) | $ | 42,400 | |||||||
Net gains on investments | $ | (814 | ) | $ | (103,200 | ) | $ | (3,684 | ) | $ | 42,400 |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ' | ||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||
NOTE 9 - FAIR VALUE MEASUREMENTS | |||||||||||||
Investment Measured at Fair Value on a Recurring Basis: | |||||||||||||
Fair Value Measurements Using: | |||||||||||||
Quoted | Significant | Significant | |||||||||||
Prices | Other | Unobservable | |||||||||||
in Active | Observable | Inputs | |||||||||||
Markets | Inputs | (Level 3) | |||||||||||
(Level 1) | (Level 2) | ||||||||||||
December 31, 2013 | |||||||||||||
Marketable Equity Securities | $ | 6 | $ | - | $ | - | |||||||
Liabilities: | |||||||||||||
Derivative liabilities, warrants | $ | - | $ | - | $ | 88,019 | |||||||
Derivative liabilities, convertible debt | $ | - | $ | - | $ | 479,002 | |||||||
September 30, 2013 | |||||||||||||
Marketable Equity Securities | $ | 820 | $ | - | $ | - | |||||||
Liabilities: | |||||||||||||
Derivative liabilities, warrants | $ | - | $ | - | $ | 117,424 | |||||||
We categorize the securities as investments in marketable securities available for sale. These securities are quoted either on an exchange or inter-dealer quotation (pink sheet) system. The securities are restricted and cannot be readily resold by us absent a registration of those securities under the Securities Act of 1933 (the "Securities Act") or the availabilities of an exemption from the registration requirements under the Securities Act. As these securities are often restricted, we are unable to liquidate them until the restriction is removed. Unrealized gains or losses on marketable securities available for sale are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in our net income for the period in which the security was liquidated. | |||||||||||||
There were no impairment charges on investments in publicly traded equity securities for the three months ended December 31, 2013 or 2012. | |||||||||||||
The Company has evaluated its publicly traded equity securities as of December 31, 2013, and has determined that there were no unrealized losses that indicate an other-than-temporary impairment. This determination was based on several factors, which include the length of time and extent to which fair value has been less than the cost basis and the financial condition and near-term prospects of the issuer, and the Company's intent and ability to hold the publicly traded equity securities for a period of time sufficient to allow for any anticipated recovery in market value. |
COMPREHENSIVE_INCOME_LOSS
COMPREHENSIVE INCOME (LOSS) | 6 Months Ended |
Dec. 31, 2013 | |
COMPREHENSIVE INCOME (LOSS) [Abstract] | ' |
COMPREHENSIVE INCOME (LOSS) | ' |
NOTE 10 - COMPREHENSIVE INCOME (LOSS) | |
Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income or loss. Other comprehensive income or loss refers to revenue, expenses, gains and losses that under accounting principles generally accepted in the United States are included in comprehensive income but excluded from net income as these amounts are recorded directly as an adjustment to stockholders' equity. | |
Our accumulated other comprehensive loss consists of unrealized loss on marketable securities available for sale of $80,994 at December 31, 2013, and $80,180 at September 30, 2013. |
ACQUISITION
ACQUISITION | 6 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
ACQUISITION [Abstract] | ' | |||||||
ACQUISITION | ' | |||||||
NOTE 11 - ACQUISITION | ||||||||
On October 1, 2013 (the "Closing Date"), IceWEB, Inc. (the "Company") entered into a share exchange agreement (the "Exchange Agreement") by and among the Company, Computers and Tele-Comm., Inc., a Missouri corporation ("CTCI"), KC NAP, LLC ("KC NAP"), the stockholders of CTCI, and Streamside Partners, LLC, a third party, pursuant to which the Company purchased all of the outstanding common stock of CTCI and the outstanding membership interests in KC NAP, in exchange for 9,568,400 shares of our $0.001 par value common stock which represents 2.2% of the Company's issued and outstanding common stock, immediately following the Share Exchange. Concurrently, and as part of the share exchange agreement, the Company issued shares to retire an outstanding debt owing by CTCI to Streamside Partners, LLC, which totaled $155,000, and other third party debts of CTCI totaling $267,823, in exchange for 13,485,799 shares of our $0.001 par value common stock (such transactions taken together are sometimes referred to herein as the "Share Exchange"), which together totaled $422,823, at an effective exchange rate of $0.0314/share. As a result of the Share Exchange, we are now the holding company of CTCI and we now operate a company in the business of operating data centers and providing Information Technology ("IT") services. | ||||||||
On October 1, 2013, in conjunction with the acquisition, we entered into an equipment lease agreement with Agility Ventures, LLC in the principal amount of $1,417,672 which is secured by all of the assets of IceWEB, Inc. The lease agreement has a term of 36 months and bears interest at 15% per annum. We also issued Agility Ventures 1,000,000 shares of IceWEB, Inc. restricted common stock, and a Series T common stock warrant covering a total of 3,675,000 shares with a term of two years and a conversion price of $0.055 per share. | ||||||||
The purchase of CTCI included the acquisition of assets of $2,927,724, and liabilities of $2,362,896. The aggregate purchase price consisted of the following: | ||||||||
Fair value of common stock issued to seller valued at quoted market price | $ | 234,426 | ||||||
Fair value of common stock issued in exchange for debt valued at quoted market price | 330,402 | |||||||
$ | 564,828 | |||||||
The following table summarizes the estimated fair values of CTCI's assets acquired and liabilities assumed at the date of the acquisition: | ||||||||
Cash | $ | 3,609 | ||||||
Accounts Receivable | 67,160 | |||||||
Prepaid expenses | 93,802 | |||||||
Property and equipment, net | 822,103 | |||||||
Intangible asset | 1,941,050 | |||||||
Accounts payable and accrued expenses | (538,716 | ) | ||||||
Deferred revenue | (59,396 | ) | ||||||
Notes Payable | (1,764,784 | ) | ||||||
$ | 564,828 | |||||||
In conjunction with the acquisition of CTCI, we recorded goodwill in the amount of $1,941,050. We subsequently performed an impairment test on goodwill which requires an analysis based on estimates of future cash flows, and an impairment loss is recognized for the difference between the carrying amount and the fair value of the asset. Based on this analysis we recorded an impairment expense of $1,941,050 during the three months ending December 31, 2013. | ||||||||
The following table summarizes the required disclosures of the pro forma combined entity, as if the acquisition of Computers & Telecom, Inc. and KCNAP, LLC, (collectively "CTC") occurred at July 1, 2012. | ||||||||
Three Months Ended | Six Months Ended | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | 2013 | 2012 | |||||
Revenues, net | $ 218,743 | $58,831 | $ 545,012 | $765,265 | ||||
Net loss | -2,906,551 | -982,136 | -6,203,848 | -902,832 | ||||
Net loss per common share - basic and diluted | $ (0.01) | $ (0.00) | $ (0.02) | $ (0.00) | ||||
The above unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of results of operations that actually would have resulted had the acquisition occurred at July 1, 2012, nor is it necessarily indicative of future operating results. |
CONVERTIBLE_NOTES
CONVERTIBLE NOTES | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
CONVERTIBLE NOTES [Abstract] | ' | ||||||||
CONVERTIBLE NOTES | ' | ||||||||
NOTE 12 - CONVERTIBLE NOTES | |||||||||
As of December 31, 2013 and September 30, 2013 the Company had the following convertible notes outstanding: | |||||||||
31-Dec-13 | 30-Sep-13 | ||||||||
Principal (net) | Principal (net) | ||||||||
April, 2013 $124,444 Convertible Note, 12% interest, due June, 2014, net of debt discount of $0 and $2,328, respectively | $ | 79,534 | $ | 122,116 | (1) | ||||
June, 2013 $62,222 Convertible Note, 12% interest, due June 2014, net of debt discount of $80 and $2,460, respectively | 62,143 | 59,762 | (2) | ||||||
December 2013 $83,500 Convertible Note, due December 2013, | 83,500 | - | (3) | ||||||
December 2013 $62,222 Convertible Note, 12% one-time interest, due July 2014, with a 10% original issue discount, net of debt discount of $5,026 | 57,196 | - | (4) | ||||||
December 2013 $43,821 Convertible Note, 10% interest, due November 2014 | 43,821 | - | (5) | ||||||
December 2013 $60,000 Convertible Note, 10% interest, due November 2014, | 60,000 | - | (6) | ||||||
December 2013 $132,000 Convertible Note, 10% interest, due November 2014, with a 10% original issue discount, net of debt discount of $13,287 | 121,000 | - | (7) | ||||||
Total Convertible Notes Payable, Net | $ | 505,007 | $ | 181,878 | |||||
(1) The Company borrowed $124,444 in April 2013, originally due November 2013, but extended to June, 2014 with a one-time interest charge of 12%. The holder of the note has the right, after the first one hundred eighty days of the note to convert the note and accrued interest into common stock at a price per share equal to 60% (representing a discount rate of 40%) of the lowest trade price of the Company's common stock in the twenty-five days prior to the date of Conversion Notice, with a floor of $0.001 per share. The Company recorded a debt discount of $11,111 related to the conversion feature of the note, along with a derivative liability in November, 2013 when the note was amended to extend the term of the note. Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the seven month life of the original note term. During 2013 total amortization was recorded in the amount of $7,196 resulting in a debt discount of $2,328 at September 30, 2013. Also during 2013, interest expense of $8,635 was recorded for the note. During the three months ending December 31, 2013 total amortization was recorded in the amount of $2,328 resulting in a debt discount of $0 at December 31, 2013. Also during the three months ending December 31, 2013, interest expense of $2,794 was recorded for the note. | |||||||||
During November and December of 2013 the holders of the Convertible Debt instruments exercised their conversion rights and converted $44,910 of the outstanding principal and accrued interest balance. | |||||||||
(2) The Company borrowed $62,222 in June 2013, originally due January 2014, but extended to June, 2014 with a one-time interest charge of 12%. The holder of the note has the right, after the first one hundred eighty days of the note to convert the note and accrued interest into common stock at a price per share equal to 60% (representing a discount rate of 40%) of the lowest trade price of the Company's common stock in the twenty-five days prior to the date of Conversion Notice, with a floor of $0.001 per share. The Company recorded a debt discount of $5,556 related to the conversion feature of the note, along with a derivative liability in November, 2013 when the note was amended to extend the term of the note.. Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the seven month life of the original note term. During 2013 total amortization was recorded in the amount of $3,095 resulting in a debt discount of $2,460 at September 30, 2013. Also during 2013, interest expense of $3,714 was recorded for the note. During the three months ending December 31, 2013 total amortization was recorded in the amount of $2,381 resulting in a debt discount of $80 at December 31, 2013. Also during the three months ending December 31, 2013, interest expense of $3,651 was recorded for the note. | |||||||||
(3) The Company borrowed $83,500 in December 2013, due August 2014. The holder of the note has the right, after the first one hundred eighty days of the note to convert the note and accrued interest into common stock at a price per share equal to 60% of the average of the lowest three trading prices during the 10 trading days previous to the conversion, with a floor of $0.001 per share. The Company had the right to prepay the note during the first thirty days following the date of the note. During that time the amount of any prepayment would equal 115% of the outstanding principal balance of the note. The Company has the right to prepay the note and accrued interest during the next thirty days following the date of the note. During that time the amount of any prepayment would equal 120% of the outstanding principal balance of the note. The Company has the right to prepay the note and accrued interest during the next thirty days following the date of the note. During that time the amount of any prepayment would equal 123% of the outstanding principal balance of the note. The Company has the right to prepay the note and accrued interest during the next thirty days following the date of the note. During that time the amount of any prepayment would equal 129% of the outstanding principal balance of the note. The Company has the right to prepay the note and accrued interest during the next thirty days following the date of the note. During that time the amount of any prepayment would equal 135% of the outstanding principal balance of the note. The Company recorded a derivative liability at inception of the note. | |||||||||
(4) The Company borrowed $62,222 in December 2013, due July 2014, with a one-time interest charge of 12%. The holder of the note has the right, after the first one hundred eighty days of the note to convert the note and accrued interest into common stock at a price per share equal to 60% (representing a discount rate of 40%) of the lowest trade price of the Company's common stock in the twenty-five days prior to the date of Conversion Notice, with a floor of $0.001 per share. The Company recorded a debt discount of $5,556 related to the conversion feature of the note, along with a derivative liability in December, 2013. Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the seven month term of the note. During the three months ending December 31, 2013 total amortization was recorded in the amount of $529 resulting in a debt discount of $5,026 at December 31, 2013. Also during the three months ending December 31, 2013, interest expense of $952 was recorded for the note. | |||||||||
(5) The Company borrowed $43,821 in December 2013, due November 2014, with interest at 10%. The holder of the note has the right, after the first one hundred eighty days of the note to convert the note and accrued interest into common stock at a price per share equal to 60% (representing a discount rate of 40%) of the lowest trading price for the Common Stock during the fifteen trading day period ending one trading day prior to the date of Conversion Notice, with a floor of $0.001 per share. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any prepayment during the first thirty days is 115% of the outstanding amounts owed while the amount of the prepayment increases every subsequent thirty days to 120%, 125%, and 135% of the outstanding amounts owed. The Company recorded a derivative liability at inception of the note. | |||||||||
(6) The Company borrowed $60,000 in December 2013, due November 2014, with interest at 10%. The holder of the note has the right, after the first one hundred eighty days of the note to convert the note and accrued interest into common stock at a price per share equal to 60% (representing a discount rate of 40%) of the lowest trading price for the Common Stock during the fifteen trading day period ending one trading day prior to the date of Conversion Notice, with a floor of $0.001 per share. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any prepayment during the first thirty days is 115% of the outstanding amounts owed while the amount of the prepayment increases every subsequent thirty days to 120%, 125%, and 135% of the outstanding amounts owed. The Company recorded a derivative liability at inception of the note. | |||||||||
(7) The Company borrowed $132,000 in December 2013, due December 2014, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at a price per share equal to 60% of the lowest trade price in the 15 trading days previous to the conversion, with a floor of $0.001 per share. The note has an original issue discount of 12,000 which has been added to the principal balance of the note and is being recognized in interest expense over the life of the note. The Company recorded a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve month life of the note. During the three months ended December 31, 2013, total amortization of $13,287 was recorded resulting in a debt discount of $11,000 at December 31, 2013. |
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
DERIVATIVE LIABILITIES [Abstract] | ' | ||||||||
DERIVATIVE LIABILITIES | ' | ||||||||
NOTE 13 - DERIVATIVE LIABILITIES | |||||||||
Derivative warrant liability | |||||||||
The Company has warrants issued in connection with our convertible notes payable outstanding with price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Company subsequently issues stock or securities convertible into stock at a price lower than the exercise price of the warrants. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased or decreased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment. The Company accounted for its warrants with price protection in accordance with FASB ASC Topic 815. | |||||||||
Accounting for Derivative Warrant Liability | |||||||||
The Company's derivative warrant instruments have been measured at fair value at December 31, 2013 using the Black-Scholes model. The Company recognizes all of its warrants with price protection in its consolidated balance sheet as liabilities. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company's cash flows. | |||||||||
The derivative warrants outstanding at December 31, 2013 are all currently exercisable with a weighted-average remaining life of 2.80 years. | |||||||||
From November, 2013 through December 31, 2013 the Company issued convertible notes in the total principal amount of $379,703 and amended conversion terms of the previously existing convertible debenture in the amount of $186,667. Upon the issuance of these convertible notes and as a consequence of their conversion features, the convertible notes give rise to derivative liabilities. The Company's derivative liabilities related to its convertible notes payable have been measured at fair value at December 31, 2013 using the Black-Scholes model. | |||||||||
The revaluation of the warrants and convertible debt at each reporting period, as well as the charges associated with issuing additional warrants due to the price protection features, resulted in the recognition of income of $72,048 and $71,499 and $620,131 and $4,038,718 within the Company's consolidated statements of operations for the three and six months ended December 31, 2013 and 2012, respectively, under the caption "Gain on Change in fair value of derivative liability". The fair value of the warrants at December 31, 2013 is $88,019 which is reported on the consolidated balance sheet under the caption "Derivative Liability". The following summarizes the changes in the value of the derivative warrant liability from September 30, 2013 until December 31, 2013: | |||||||||
Value | No. of Warrants | ||||||||
Balance at September 30, 2013 - Derivative warrant liability | $ | 117,424 | 88,018,721 | ||||||
Decrease in fair value of derivative warrant liability | -29,405 | - | |||||||
Balance at December 31, 2013 - Derivative warrant liability | $ | 88,019 | 88,018,721 | ||||||
Value | |||||||||
Balance at September 30, 2013 - Derivative liability, convertible debt | $ | - | |||||||
Increase in derivative liability related to issuance of convertible debt | 521,096 | ||||||||
Decrease in fair value of derivative liability | -42,094 | ||||||||
Balance at December 31, 2013 - Derivative liability, convertible debt | $ | 479,002 | |||||||
Fair Value Assumptions Used in Accounting for Derivative Liability | |||||||||
The Company has determined its derivative liability to be a Level 3 fair value measurement and has used the Black-Scholes pricing model to calculate the fair value as of December 31, 2013. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Because the warrants contain the price protection feature, the probability that the exercise price of the warrants would decrease as the stock price decreased was incorporated into the valuation calculations. The key inputs used in the December 31, 2013 fair value calculations were as follows: | |||||||||
December 31, | |||||||||
2013 | |||||||||
Current exercise price | $0.03 | ||||||||
Time to expiration | 7 months to 2.80 years | ||||||||
Risk-free interest rate | 0.77 | % | |||||||
Estimated volatility | 178.8 | % | |||||||
Dividend | -0- | ||||||||
Stock price on December 31, 2013 | $ | 0.0142 | |||||||
Expected forfeiture rate | 0% to 90% |
COMMITMENTS
COMMITMENTS | 6 Months Ended | |||
Dec. 31, 2013 | ||||
COMMITMENTS [Abstract] | ' | |||
COMMITMENTS | ' | |||
NOTE 14 - COMMITMENTS | ||||
We lease office space in Kansas City, Missouri at two locations, totaling 6,875 square feet. These operating leases are standard commercial leases. | ||||
As of December 31, 2013, future minimum lease payments under these operating leases are as follows: | ||||
For the Year Ending | Amount | |||
September 30, | ||||
2014 | $ 55,389 | |||
2015 | 73,852 | |||
2016 | 25,876 | |||
2017 | 8,262 | |||
2018 | - | |||
Thereafter | - | |||
Total | $ 163,379 | |||
Rent expense was $39,555 and $22,444 for the six months ended December 31, 2013 and 2012. |
STOCKHOLDERS_DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
STOCKHOLDERS' DEFICIT [Abstract] | ' | ||||||||
STOCKHOLDERS' DEFICIT | ' | ||||||||
NOTE 15 - STOCKHOLDERS' DEFICIT | |||||||||
Common Stock Warrants | |||||||||
The outstanding warrants at December 31, 2013 have a weighted average exercise price of $0.0459 per share and have a weighted average remaining life of 2.80 years. | |||||||||
Certain of these warrants contain certain provisions which cause them to be classified as derivative liabilities pursuant to Accounting Standards Codification subtopic 815-40, "Derivatives and hedging-Contracts in Entity's Own Equity" (ASC 815-40). Accordingly, upon issuance the warrants were recorded as a derivative liability and valued at a fair market value of $1,750,000. The fair value of these warrants was decreased to $88,019 as of December 31, 2013. The non-cash income adjustment recorded in the Statement of Operations for the three and six months ended December 31, 2013 was $72,408 and $71,499, respectively. We are required to continue to adjust the warrants to fair value through current period operations for each reporting period. | |||||||||
The Company issued warrants for 328,792,428 common shares, as adjusted, with a current exercise price of $0.028, as adjusted, which have price protection provisions that allow for the reduction in the current exercise price upon the occurrence of certain events, including the Company's issuance of common stock or securities convertible into or exercisable for common stock, such as options and warrants, at a price per share less than the exercise price then in effect. For instance, if the Company issues shares of its common stock or options exercisable for or securities convertible into common stock at an effective price per share of common stock less than the exercise price then in effect, the exercise price will be reduced to the effective price of the new issuance. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment. | |||||||||
The Company's issuance of the following securities will not trigger the price protection provisions of the warrants described above: (a) shares of common stock or standard options to the Company's directors, officers, employees or consultants pursuant to a board-approved equity compensation program or other contract or arrangement; (b) shares of common stock issued upon the conversion or exercise of any security, right or other instrument convertible or exchangeable into common stock (or securities exchangeable into common stock) issued prior to November 23, 2011; and (c) shares of common stock and warrants in connection with strategic alliances, acquisitions, mergers, and strategic partnerships, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company's board of directors. | |||||||||
In conjunction with our acquisition of Computers & Telecom, Inc. and subsidiary in October, 2013, we issued a warrant to Agility Ventures, LLC covering a total of 3,675,000 shares with a term of two years and a conversion price of $0.055 per share. | |||||||||
Issuance of Restricted Stock | |||||||||
In conjunction with our acquisition of Computers & Telecom, Inc. and subsidiary in October, 2013, we issued one million shares of IceWEB, Inc. common stock to Agility Ventures, LLC, valued at $24,500. | |||||||||
In November, 2013, we issued 7,000,000 shares of common stock at a per share price of $0.01386, valued at $97,000 to an accredited investor for services rendered. The issuance was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act. | |||||||||
In November, 2013, we issued 4,750,000 shares of common stock at a per share price of $0.016, valued at $76,000 to four employees as compensation. The issuance was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act. | |||||||||
In November, 2013, we issued 4,117,652 shares of common stock at a per share price of $0.017, valued at $70,000 to the directors of IceWEB as board compensation. The issuance was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act. | |||||||||
All stock based transactions listed above were valued at fair market value (quoted market prices). | |||||||||
A summary of the status of the Company's outstanding common stock warrants as of December 31, 2013 and changes during the six month period ending on that date is as follows: | |||||||||
Weighted | |||||||||
Weighted | Average | ||||||||
Average | Remaining | Aggregate | |||||||
Number of | Exercise | Contractual | Intrinsic | ||||||
Warrants | Price | Term | Value | ||||||
Balance outstanding at June 30, 2013 | 113,254,128 | $ 0.046 | 2.8 | - | |||||
Granted | 3,675,000 | $ 0.055 | 2.75 | - | |||||
Exercised | - | $ - | - | - | |||||
Forfeited | -10,433,853 | $ 0.080 | - | - | |||||
Balance outstanding at December 31, 2013 | 106,495,275 | $ 0.046 | 2.8 | - |
STOCK_OPTION_PLAN
STOCK OPTION PLAN | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
STOCK OPTION PLAN [Abstract] | ' | ||||||||
STOCK OPTION PLAN | ' | ||||||||
NOTE 16 - STOCK OPTION PLAN | |||||||||
In August 2012, the Board of Directors adopted the 2012 Equity Compensation Plan (the "Plan") for directors, officers and employees that provides for non-qualified and incentive stock options to be issued enabling holders thereof to purchase common shares of the Company at exercise prices determined by the Company's Board of Directors. | |||||||||
The purpose of the Plan is to advance the Company's interests and those of its stockholders by providing a means of attracting and retaining key employees, directors and consultants. In order to serve this purpose, the Company believes the Plan encourages and enables key employees, directors and consultants to participate in its future prosperity and growth by providing them with incentives and compensation based on its performance, development and financial success. Participants in the Plan may include the Company's officers, directors, other key employees and consultants who have responsibilities affecting our management, development or financial success. | |||||||||
Awards may be made under the Plan in the form of Plan options, shares of the Company's common stock subject to a vesting schedule based upon certain performance objectives ("Performance Shares") and shares subject to a vesting schedule based on the recipient's continued employment ("restricted shares"). Plan options may either be options qualifying as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended or options that do not so qualify. Any incentive stock option granted under the Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of such grant, but the exercise price of any incentive option granted to an eligible employee owning more than 10% of our common stock must be at least 110% of such fair market value as determined on the date of the grant. Only persons who are officers or other key employees are eligible to receive incentive stock options and performance share grants. Any non-qualified stock option granted under the Plan must provide for an exercise price of not less than 50% of the fair market value of the underlying shares on the date of such grant. | |||||||||
The term of each Plan option and the manner in which it may be exercised is determined by the Board of Directors, provided that no Plan option may be exercisable more than three years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the Company's common stock, no more than five years after the date of the grant. The exercise price of the stock options may be paid in either cash, or delivery of unrestricted shares of common stock having a fair market value on the date of delivery equal to the exercise price, or surrender of shares of common stock subject to the stock option which has a fair market value equal to the total exercise price at the time of exercise, or a combination of the foregoing methods. | |||||||||
The fair value of stock options granted was estimated at the date of grant using the Black-Scholes options pricing model. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: | |||||||||
Six months ended December 31, | |||||||||
2013 | 2012 | ||||||||
Expected volatility | 13% - 278% | 36% - 278% | |||||||
Expected term | 1 - 36 months | 1 - 36 months | |||||||
Risk-free interest rate | 0.01% - 0.34% | 0.72% | |||||||
Forfeiture Rate | 0% | 0% - 45% | |||||||
Expected dividend yield | 0.00% | 0.00% | |||||||
The expected volatility was determined with reference to the historical volatility of the Company's stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant. | |||||||||
For the three and six months ended December 31, 2013, total stock-based compensation charged to operations for option-based arrangements amounted to $144,523 and $340,515, respectively. At December 31, 2013, there was approximately $90,820 of total unrecognized compensation expense related to non-vested option-based compensation arrangements under the Plan. | |||||||||
A summary of the status of the Company's outstanding stock options as of December 31, 2013 and changes during the period ending on that date is as follows: | |||||||||
Weighted | |||||||||
Weighted | Average | ||||||||
Average | Remaining | Aggregate | |||||||
Number of | Exercise | Contractual | Intrinsic | ||||||
Options | Price | Term | Value | ||||||
Balance outstanding at June 30, 2013 | 6,767,970 | $ 0.086 | 3.2 | $ - | |||||
Granted | 43,250,000 | 0.017 | - | - | |||||
Exercised | -44,250,000 | 0.018 | - | - | |||||
Forfeited | -2,350,000 | 0.077 | - | - | |||||
Balance outstanding at December 31, 2013 | 3,417,970 | $ 0.086 | 3.85 | $ - |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2013 | |
RELATED PARTY TRANSACTIONS [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 17 - RELATED PARTY TRANSACTIONS | |
On November 2, 2012 IceWEB, Inc. entered into a Loan Agreement with IWEB Growth Fund, LLC, a Virginia limited liability company ("IWEB Growth Fund") which was recently established by Messrs. Compton, Bush, Carosi, Pirtle and Stavish and General Soyster, our independent directors. Ms. My Le Phuong, an employee of our company, serves as manager of the IWEB Growth Fund. Under the terms of the Loan Agreement, IWEB Growth Fund agreed to make one or more loans to us up to the total principal amount of $1.5 million. The lending of any amounts under the Loan Agreement is conditioned upon the negotiation of notes and related loan documents which contain terms and conditions that are acceptable to the lender to be determined at the time of the loans. We agreed to grant IWEB Growth Fund a security interest in our assets as collateral for these loans, which such security interest is subordinate to the interest of our primary lender Sand Hill Finance, LLC. In the event we should default under the terms of the Loan Agreement, IWEB Growth Fund is entitled to declare all amounts advanced under the various notes immediately due and payable. An event of default includes a breach by us of any covenant, representation or warranty in the Loan Agreement or a default under any note entered into with the lender. | |
Between November 9, 2012 and July 11, 2013, IWEB Growth Fund lent us an aggregate of $186,000 under the terms of 9 separate Confession of Judgment Promissory Notes. These notes, which are identical in their terms other than the dates and principal amounts, are for a one year term and bear interest at 12% per annum payable at maturity. Embodied in each of the notes is a confession of judgment which means that should we default upon the payment of the note, we have agreed to permit IWEB Growth Fund to enter a judgment against us in the appropriate court in Virginia before filing suit against us for collection of the amounts. Pursuant to the terms of the Loan Agreement, we paid IWEB Growth Fund's expenses of $1,500 for the preparation of the Loan Agreement and related documents. We are using the net proceeds from these initial loans for general working capital. | |
While six out of the seven board members qualify as unrelated and independent, as they are independent from management and free from any interest, function, business or other relationship that could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the our best interest, we do not have any policies or procedures for the review, approval or ratification of any related party transactions and no review or ratification of any of the foregoing related party transactions by our board has occurred. |
SEGMENT_REPORTING
SEGMENT REPORTING | 6 Months Ended |
Dec. 31, 2013 | |
SEGMENT REPORTING [Abstract] | ' |
SEGMENT REPORTING | ' |
NOTE 18 - SEGMENT REPORTING | |
Although the Company has a number of operating divisions, separate segment data has not been presented as they meet the criteria for aggregation as permitted by ASC Topic 280, "Segment Reporting" (formerly Statement of Financial Accounting Standards (SFAS) No. 131, "Disclosures About Segments of an Enterprise and Related Information"). | |
Our chief operating decision-maker is considered to be our Chief Executive Officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The financial information reviewed by the CEO is identical to the information presented in the accompanying consolidated statements of operations. Therefore, the Company has determined that it operates in a single operating segment, specifically, web communications services. For the periods ended December 31, 2013 and 2012 all material assets and revenues of the Company were in the United States. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 19 - SUBSEQUENT EVENTS | |
In January, 2014 we issued 2,000,000 shares of restricted common stock at a per share price of $0.012, valued at $24,000 to an accredited investor for services rendered. The issuance was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act. | |
In February, 2014, we issued 8,000,000 shares of restricted common stock at a per share price of $0.0124, valued at $99,200 to an accredited investor for services rendered. The issuance was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act. | |
In February, 2014, we issued 8,000,000 shares of restricted common stock at a per share price of $0.0124, valued at $99,200 to an accredited investor for services rendered. The issuance was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act. |
BASIS_OF_PRESENTATION_AND_SUMM1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 6 Months Ended |
Dec. 31, 2013 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. | |
Reclassifications | ' |
Reclassifications | |
Certain reclassifications have been made to previously reported amounts to conform to December 31, 2013 amounts. The reclassifications had no impact on previously reported results of operations or shareholders' deficit. | |
Going Concern | ' |
Going Concern | |
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company had net losses and net cash used in operating activities of $7,108,819 and $2,700,609, respectively, for the year ended September 30, 2013. The Company also had an accumulated deficit of $47,921,946 at September 30, 2013. For the six months ended December 31, 2013 the Company had a net loss of $5,905,008 and net cash used in operations of $1,261,853. These matters raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Management has established plans intended to increase the sales of our products and services. Management intends to seek new capital from new equity securities offerings to provide funds needed to increase liquidity, fund growth, and implement its business plan. However, no assurances can be given that we will be able to raise any additional funds. | |
Marketable Securities | ' |
Marketable Securities | |
IceWEB accounts for the purchase of marketable equity securities in accordance with FASB Accounting Standards Codification (ASC) 320, "Investment - Debt and Equity Securities" with any unrealized gains and losses included as a net amount as a separate component of stockholders' equity. However, those securities may not have the trading volume to support the stock price if the Company were to sell all their shares in the open market at once, so the Company may have a loss on the sale of marketable securities even though they record marketable equity securities at the current market value. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
We consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets and the reported amounts of sales and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include the valuation of stock-based compensation, the allowance for doubtful accounts, the impairment of intangibles, the useful life of property and equipment, derivative liabilities, and litigation reserves. | |
Accounts Receivable | ' |
Accounts Receivable | |
Accounts receivable consists of normal trade receivables. We recorded a bad debt allowance of $32,333 as of December 31, 2013. Management performs ongoing evaluations of its accounts receivable, and believes that all remaining receivables are fully collectable. Bad debt expense amounted to $114,918 and $0 for the six months ended December 31, 2013 and 2012, respectively. | |
Inventory | ' |
Inventory | |
Inventory is valued at the lower of cost or market, on an average cost basis. | |
Derivative Liability | ' |
Derivative Liability | |
The Company issued warrants to purchase the Company's common stock in connection with the issuance of convertible debt, which contain certain ratchet provisions that reduce the exercise price of the warrants or the conversion price in certain circumstances. In accordance with ASC 815 the Company determined that the warrants and/or the conversion features with provisions that reduce the exercise price of the warrants did not qualify for a scope exception under ASC 815 as they were determined not to be indexed to the Company's stock. | |
Derivatives are required to be recorded on the balance sheet at fair value (see Note 13). These derivatives, including embedded derivatives in the Company's structured borrowings, are separately valued and accounted for on the Company's balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | |
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. | |
Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
The Company's financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities and notes payable are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. | |
Our derivative financial instruments, consisting of embedded conversion features in our convertible debt, which are required to be measured at fair value on a recurring basis under FASB ASC 815 as of December 31, 2013 are measured at fair value, using a Black-Scholes valuation model which approximates a binomial lattice valuation methodology utilizing Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities (see Note 12). | |
Other Receivables | ' |
Other Receivables | |
We have a purchase order arrangement with a key vendor that provides us the flexibility to make purchases of inventory components on credit with our customer remitting payment to the vendor. This arrangement provides us with the cash needed to finance certain of our on-going costs and expenses, and provides that we collect on our receivables once the vendor has been paid. This vendor had collected $1,461 on our behalf that had not been remitted to us as of December 31, 2013. | |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment is stated at cost, net of accumulated depreciation. Depreciation expense is recorded by using the straight-line method over the estimated useful lives of the related assets. | |
Product Warranties | ' |
Product Warranties | |
The Company's products typically carry a warranty for periods of up to three years. We have not had any significant warranty claims on our products. | |
Software Development Costs | ' |
Software Development Costs | |
The costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized in accordance with the accounting guidance for software. | |
Because our current process for developing software is essentially completed concurrently with the establishment of technological feasibility, which occurs upon the completion of a working model, no costs have been capitalized for any of the periods presented. | |
Long-lived Assets | ' |
Long-lived Assets | |
In accordance with ASC Topic 360, "Property, Plant, and Equipment" (formerly SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"), we review the carrying value of intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. | |
Revenue Recognition | ' |
Revenue Recognition | |
We follow the guidance of Accounting Standards Codification (ASC) Topic 605, "Revenue Recognition" (formerly Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition") for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. | |
It is our customary business practice to obtain a signed master sales agreement for recurring revenue sales, and/or a sales order for events and one-time services. Taxes collected from customers and remitted to governmental authorities are reported on a net basis and are excluded from revenue. | |
We derive the majority of our revenues from recurring revenue streams, consisting primarily of: | |
(1) Wireless and fiber broadband service ; | |
(2) co-location, which includes the licensing of cabinet space and power; | |
(3) interconnection services, such as cross connects; | |
(4) managed infrastructure services. | |
· | |
Revenues from recurring revenue streams are generally billed monthly and recognized ratably over the term of the contract, generally one to three years for data center space customers. We generally recognize revenue beginning on the date the customer commences use of our services. | |
· | |
Implementation and set-up fees are recognized at the time those services are completed, unless prior agreement was made for interim billings (for work completed). | |
· | |
For services that are billed according to customer usage, revenue is recognized in the month in which the usage is provided. | |
· | |
Professional services are recognized in the period services are provided. | |
· | |
Amounts that have been invoiced are recorded in accounts receivable and revenue. | |
Our customers generally have the right to cancel their contracts by providing prior written notice to us of their intent to cancel the remainder of the contract term. The customer would be required to pay any charge for early cancellation that their contract specifies. In the event that a customer cancels their contract, they are not entitled to a refund for services already rendered. A customer can continue service on a month-to-month basis after their contract expires. | |
Advertising | ' |
Advertising | |
Advertising costs are expensed as incurred and amounted to $2,352 and $154,046 for the six months ended December 31, 2013 and 2012, respectively. | |
Barter Transactions | ' |
Barter Transactions | |
Barter activity is accounted for in accordance with ASC 845, Nonmonetary Transactions. Barter revenue relates to the exchange of wireless bandwidth and internet connectivity provided by CTC to business customers in exchange primarily for roof rights for antennae, advertising and other products and services that CTC would otherwise be required to buy for cash. Barter expenses reflect the expense offset to barter revenue. The amount of barter revenue and expense is recorded at the estimated fair value of the services received or the services provided, whichever is more objectively determinable, in the month the services are exchanged. | |
Prepaid expenses | ' |
Prepaid expenses | |
Prepaid expenses are comprised primarily of prepaid costs related to the installation of new customers, prepaid advertising costs which are expensed when used, and deferred financing costs which are amortized over the life of the related financing. | |
Deferred Revenue | ' |
Deferred Revenue | |
Amounts billed in advance of services being provided are recorded as deferred revenue and are recognized in the consolidated statement of operations as services are provided. | |
Deferred Financing Costs | ' |
Deferred Financing Costs | |
Debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense based on the related debt agreements on a straight-line basis, which approximates the effective interest method. Unamortized amounts are included in prepaid expenses in the accompanying consolidated balance sheets. | |
Earnings per Share | ' |
Earnings per Share | |
We compute earnings per share in accordance with ASC Topic 260, "Earnings Per Share" Under the provisions of ASC Topic 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants (using the treasury stock method) and upon the conversion of convertible notes and preferred stock (using the if-converted method). Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At September 30, 2013, there were options and warrants to purchase 106,238,245 shares of common stock, and 626,667 shares issuable upon conversion of Series B preferred stock outstanding which could potentially dilute future earnings per share. | |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
As more fully described in Note 16, we have two stock option plans that provide for non-qualified options to be issued to directors, officers, employees and consultants (the 2012 Equity Compensation Plan and the 2013 Equity Plan (the "Plans"). | |
Recently Adopted Accounting Pronouncements | ' |
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | |
In the first quarter of fiscal year 2013, the Company adopted Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220)-Presentation of Comprehensive Income and Accounting Standards Update No. 2011-12, Comprehensive Income (Topic 220)-Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. The adoption of these amended standards impacted the presentation of other comprehensive income, as the Company elected to present two separate but consecutive statements, but did not impact our financial position or results of operations. | |
Various accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | |||||||||||||||
Schedule of Property and Equipment | ' | |||||||||||||||
Estimated | 31-Dec-13 | 30-Sep-13 | ||||||||||||||
Life | ||||||||||||||||
Office equipment | 3 years | $ | 2,668,332 | $ | 644,020 | |||||||||||
Furniture and Fixtures | 3 years | 17,232 | - | |||||||||||||
Computer software | 3 years | 59,705 | 52,841 | |||||||||||||
Vehicle | 3 years | 7,734 | - | |||||||||||||
Leasehold improvements | 5 years | 1,044,162 | 1,033,495 | |||||||||||||
3,797,165 | 1,730,356 | |||||||||||||||
Less: accumulated depreciation | (2,881,260 | ) | (1,422,488 | ) | ||||||||||||
$ | 915,905 | $ | 307,868 | |||||||||||||
INVENTORY_Tables
INVENTORY (Tables) | 6 Months Ended | |||||
Dec. 31, 2013 | ||||||
INVENTORY [Abstract] | ' | |||||
Schedule of Inventory | ' | |||||
31-Dec-13 | 30-Sep-13 | |||||
Raw materials | $ | 172,130 | $ | 130,534 | ||
Work in progress | - | 24,476 | ||||
Finished goods | - | 8,158 | ||||
$ | 172,130 | $ | 163,168 |
CONCENTRATION_OF_CREDIT_RISK_T
CONCENTRATION OF CREDIT RISK (Tables) | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
CONCENTRATION OF CREDIT RISK [Abstract] | ' | ||||||||
Schedule of Major Customers | ' | ||||||||
Major Customers | |||||||||
Sales to 3 customers for the three and six month's ended December 31, 2013 and 2012, respectively were as follows: | |||||||||
Three Months Ended | Six Months Ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Customer A | 5% | 17% | 8% | 18% | |||||
Customer B | 5% | 12% | 4% | 9% | |||||
Customer C | 5% | 11% | 4% | 9% | |||||
All Others | 85% | 60% | 84% | 64% | |||||
100% | 100% | 100% | 100% | ||||||
As of December 31 and September 30, 2013, respectively, approximately 46% and 92% of our accounts receivable was due from three customers. | |||||||||
31-Dec-13 | 30-Sep-13 | ||||||||
Customer A | 35% | 47% | |||||||
Customer B | 7% | 23% | |||||||
Customer C | 4% | 22% | |||||||
All others | 54% | 8% | |||||||
100% | 100% | ||||||||
INVESTMENTS_Tables
INVESTMENTS (Tables) | 6 Months Ended | |||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||
INVESTMENTS [Abstract] | ' | |||||||||||||||||
Schedule of Marketable Equity Securities | ' | |||||||||||||||||
31-Dec-13 | Cost | Gross | Gross | Fair | ||||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||||
Gains | Losses | |||||||||||||||||
Publicly traded equity securities | $ | 81,000 | $ | - | $ | 80,994 | $ | 6 | ||||||||||
Total | $ | 81,000 | $ | - | $ | 80,994 | $ | 6 | ||||||||||
30-Sep-13 | Cost | Gross | Gross | Fair | ||||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||||
Gains | Losses | |||||||||||||||||
Publicly traded equity securities | $ | 81,000 | $ | - | $ | -80,180 | $ | 820 | ||||||||||
Total | $ | 81,000 | $ | - | $ | -80,180 | $ | 820 | ||||||||||
Schedule of Unrealized Net Gains (Losses) | ' | |||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||
31-Dec | 31-Dec | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Net gains/(loss) on investments in publicly traded equity securities | $ | (814 | ) | $ | (103,200 | ) | $ | (3,684 | ) | $ | 42,400 | |||||||
Net gains on investments | $ | (814 | ) | $ | (103,200 | ) | $ | (3,684 | ) | $ | 42,400 |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ' | ||||||||||||
Schedule of Investments Measured at Fair Value on a Recurring Basis | ' | ||||||||||||
Fair Value Measurements Using: | |||||||||||||
Quoted | Significant | Significant | |||||||||||
Prices | Other | Unobservable | |||||||||||
in Active | Observable | Inputs | |||||||||||
Markets | Inputs | (Level 3) | |||||||||||
(Level 1) | (Level 2) | ||||||||||||
December 31, 2013 | |||||||||||||
Marketable Equity Securities | $ | 6 | $ | - | $ | - | |||||||
Liabilities: | |||||||||||||
Derivative liabilities, warrants | $ | - | $ | - | $ | 88,019 | |||||||
Derivative liabilities, convertible debt | $ | - | $ | - | $ | 479,002 | |||||||
September 30, 2013 | |||||||||||||
Marketable Equity Securities | $ | 820 | $ | - | $ | - | |||||||
Liabilities: | |||||||||||||
Derivative liabilities, warrants | $ | - | $ | - | $ | 117,424 |
ACQUISITION_Tables
ACQUISITION (Tables) | 6 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
ACQUISITION [Abstract] | ' | |||||||
Schedule of Purchase Price | ' | |||||||
Fair value of common stock issued to seller valued at quoted market price | $ | 234,426 | ||||||
Fair value of common stock issued in exchange for debt valued at quoted market price | 330,402 | |||||||
$ | 564,828 | |||||||
Schedule of Assets Acquired and Liabilities Assumed | ' | |||||||
Cash | $ | 3,609 | ||||||
Accounts Receivable | 67,160 | |||||||
Prepaid expenses | 93,802 | |||||||
Property and equipment, net | 822,103 | |||||||
Intangible asset | 1,941,050 | |||||||
Accounts payable and accrued expenses | (538,716 | ) | ||||||
Deferred revenue | (59,396 | ) | ||||||
Notes Payable | (1,764,784 | ) | ||||||
$ | 564,828 | |||||||
Schedule of Pro Forma Results | ' | |||||||
Three Months Ended | Six Months Ended | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | 2013 | 2012 | |||||
Revenues, net | $ 218,743 | $58,831 | $ 545,012 | $765,265 | ||||
Net loss | -2,906,551 | -982,136 | -6,203,848 | -902,832 | ||||
Net loss per common share - basic and diluted | $ (0.01) | $ (0.00) | $ (0.02) | $ (0.00) |
CONVERTIBLE_NOTES_Tables
CONVERTIBLE NOTES (Tables) | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
CONVERTIBLE NOTES [Abstract] | ' | ||||||||
Schedule of Convertible Notes | ' | ||||||||
31-Dec-13 | 30-Sep-13 | ||||||||
Principal (net) | Principal (net) | ||||||||
April, 2013 $124,444 Convertible Note, 12% interest, due June, 2014, net of debt discount of $0 and $2,328, respectively | $ | 79,534 | $ | 122,116 | (1) | ||||
June, 2013 $62,222 Convertible Note, 12% interest, due June 2014, net of debt discount of $80 and $2,460, respectively | 62,143 | 59,762 | (2) | ||||||
December 2013 $83,500 Convertible Note, due December 2013, | 83,500 | - | (3) | ||||||
December 2013 $62,222 Convertible Note, 12% one-time interest, due July 2014, with a 10% original issue discount, net of debt discount of $5,026 | 57,196 | - | (4) | ||||||
December 2013 $43,821 Convertible Note, 10% interest, due November 2014 | 43,821 | - | (5) | ||||||
December 2013 $60,000 Convertible Note, 10% interest, due November 2014, | 60,000 | - | (6) | ||||||
December 2013 $132,000 Convertible Note, 10% interest, due November 2014, with a 10% original issue discount, net of debt discount of $13,287 | 121,000 | - | (7) | ||||||
Total Convertible Notes Payable, Net | $ | 505,007 | $ | 181,878 |
DERIVATIVE_LIABILITIES_Tables
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
DERIVATIVE LIABILITIES [Abstract] | ' | ||||||||
Schedule of Changes in Value of Derivative Warrant Liability | ' | ||||||||
Value | No. of Warrants | ||||||||
Balance at September 30, 2013 - Derivative warrant liability | $ | 117,424 | 88,018,721 | ||||||
Decrease in fair value of derivative warrant liability | -29,405 | - | |||||||
Balance at December 31, 2013 - Derivative warrant liability | $ | 88,019 | 88,018,721 | ||||||
Value | |||||||||
Balance at September 30, 2013 - Derivative liability, convertible debt | $ | - | |||||||
Increase in derivative liability related to issuance of convertible debt | 521,096 | ||||||||
Decrease in fair value of derivative liability | -42,094 | ||||||||
Balance at December 31, 2013 - Derivative liability, convertible debt | $ | 479,002 | |||||||
Schedule of Fair Value of Warrant Liability Using Black-Scholes Model | ' | ||||||||
December 31, | |||||||||
2013 | |||||||||
Current exercise price | $0.03 | ||||||||
Time to expiration | 7 months to 2.80 years | ||||||||
Risk-free interest rate | 0.77 | % | |||||||
Estimated volatility | 178.8 | % | |||||||
Dividend | -0- | ||||||||
Stock price on December 31, 2013 | $ | 0.0142 | |||||||
Expected forfeiture rate | 0% to 90% |
COMMITMENTS_Tables
COMMITMENTS (Tables) | 6 Months Ended | |||
Dec. 31, 2013 | ||||
COMMITMENTS [Abstract] | ' | |||
Schedule of Future Minimum Payments | ' | |||
For the Year Ending | Amount | |||
September 30, | ||||
2014 | $ 55,389 | |||
2015 | 73,852 | |||
2016 | 25,876 | |||
2017 | 8,262 | |||
2018 | - | |||
Thereafter | - | |||
Total | $ 163,379 |
STOCKHOLDERS_DEFICIT_Tables
STOCKHOLDERS' DEFICIT (Tables) | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
STOCKHOLDERS' DEFICIT [Abstract] | ' | ||||||||
Schedule of Changes in Outstanding Common Stock Warrants | ' | ||||||||
Weighted | |||||||||
Weighted | Average | ||||||||
Average | Remaining | Aggregate | |||||||
Number of | Exercise | Contractual | Intrinsic | ||||||
Warrants | Price | Term | Value | ||||||
Balance outstanding at June 30, 2013 | 113,254,128 | $ 0.046 | 2.8 | - | |||||
Granted | 3,675,000 | $ 0.055 | 2.75 | - | |||||
Exercised | - | $ - | - | - | |||||
Forfeited | -10,433,853 | $ 0.080 | - | - | |||||
Balance outstanding at December 31, 2013 | 106,495,275 | $ 0.046 | 2.8 | - |
STOCK_OPTION_PLAN_Tables
STOCK OPTION PLAN (Tables) | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
STOCK OPTION PLAN [Abstract] | ' | ||||||||
Schedule of Fair Value of Stock Options Using Black-Scholes Model | ' | ||||||||
Six months ended December 31, | |||||||||
2013 | 2012 | ||||||||
Expected volatility | 13% - 278% | 36% - 278% | |||||||
Expected term | 1 - 36 months | 1 - 36 months | |||||||
Risk-free interest rate | 0.01% - 0.34% | 0.72% | |||||||
Forfeiture Rate | 0% | 0% - 45% | |||||||
Expected dividend yield | 0.00% | 0.00% | |||||||
Schedule of Changes in Outstanding Stock Options | ' | ||||||||
Weighted | |||||||||
Weighted | Average | ||||||||
Average | Remaining | Aggregate | |||||||
Number of | Exercise | Contractual | Intrinsic | ||||||
Options | Price | Term | Value | ||||||
Balance outstanding at June 30, 2013 | 6,767,970 | $ 0.086 | 3.2 | $ - | |||||
Granted | 43,250,000 | 0.017 | - | - | |||||
Exercised | -44,250,000 | 0.018 | - | - | |||||
Forfeited | -2,350,000 | 0.077 | - | - | |||||
Balance outstanding at December 31, 2013 | 3,417,970 | $ 0.086 | 3.85 | $ - |
BASIS_OF_PRESENTATION_AND_SUMM2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ' | ' | ' | ' |
Net loss for the year | ($2,906,551) | ($791,125) | ($5,905,008) | ($753,242) | ($7,108,819) |
Net cash used in operating activities | ' | ' | -1,261,853 | -1,759,555 | -2,700,609 |
Accumulated deficit | -50,828,498 | ' | -50,828,498 | ' | -47,921,946 |
Bad debt allowance | 32,333 | ' | 32,333 | ' | ' |
Bad debt expense | ' | ' | 114,918 | 0 | ' |
Advertising expense | ' | ' | 2,352 | 154,046 | ' |
Other receivables | $1,461 | ' | $1,461 | ' | $28 |
Stock Options [Member] | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
Antidilutive securities | ' | ' | ' | ' | 106,238,245 |
Convertible Debt Securities [Member] | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
Antidilutive securities | ' | ' | ' | ' | 626,667 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property and equipment, gross | $3,797,165 | ' | $3,797,165 | ' | $1,730,356 |
Less: accumulated depreciation | -2,881,260 | ' | -2,881,260 | ' | -1,422,488 |
Property and equipment, net | 915,905 | ' | 915,905 | ' | 307,868 |
Capitalized equipment | 1,983,854 | ' | 1,983,854 | ' | 1,983,854 |
Depreciation expense | 187,444 | 18,016 | 281,744 | 70,111 | ' |
Office equipment [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Estimated Life | ' | ' | '3 years | ' | ' |
Property and equipment, gross | 2,668,332 | ' | 2,668,332 | ' | 644,020 |
Furniture and Fixtures [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Estimated Life | ' | ' | '3 years | ' | ' |
Property and equipment, gross | 17,232 | ' | 17,232 | ' | ' |
Computer software [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Estimated Life | ' | ' | '3 years | ' | ' |
Property and equipment, gross | 59,705 | ' | 59,705 | ' | 52,841 |
Vehicle [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Estimated Life | ' | ' | '3 years | ' | ' |
Property and equipment, gross | 7,734 | ' | 7,734 | ' | ' |
Leasehold improvements [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Estimated Life | ' | ' | '5 years | ' | ' |
Property and equipment, gross | $1,044,162 | ' | $1,044,162 | ' | $1,033,495 |
INVENTORY_Details
INVENTORY (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
INVENTORY [Abstract] | ' | ' |
Raw materials | $172,130 | $130,534 |
Work in progress | ' | 24,476 |
Finished goods | ' | 8,158 |
Total inventory | $172,130 | $163,168 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||
Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 11, 2013 | Sep. 30, 2013 | Nov. 02, 2012 | Oct. 02, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2008 | Dec. 19, 2005 | Dec. 19, 2005 | |
Lease Agreements [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Sand Hill Finance, LLC [Member] | Sand Hill Finance, LLC [Member] | Sand Hill Finance, LLC [Member] | Sand Hill Finance, LLC [Member] | Sand Hill Finance, LLC [Member] | Sand Hill Finance, LLC [Member] | Sand Hill Finance, LLC [Member] | ||||||||||
Accounts Receivable [Member] | |||||||||||||||||||
Credit Concentration Risk [Member] | |||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' | 80.00% |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | $2,750,000 | $1,800,000 | ' |
Line of credit facility, amount outstanding | 1,678,562 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 1,000,000 | ' | ' |
Annual interest rate | 15.00% | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' |
Debt term | '36 months | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' |
Proceeds from convertible notes payable | ' | 379,703 | ' | ' | 74,810 | ' | ' | ' | ' | ' | ' | ' | ' | 2,139,235 | ' | ' | ' | ' | ' |
Conversion price | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | $0.06 | ' | ' | $0.04 | $0.08 | ' | ' | ' | ' | ' |
Monthly payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' |
Contingent monthly payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' |
Minimum equity financing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' |
Amount of note converted | 155,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,642,739 | 506,250 | ' | ' | ' | ' | ' |
Conversion of notes payable, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,000,000 | 6,750,000 | ' | ' | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | $0.00 | ' | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' |
Stock price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | ' | ' | ' | ($768,463) | ' | ' | ' | ' | ' | ' | ' | ($481,588) | ' | ' | ' | ' | ' | ' |
No. of Warrants | 3,675,000 | 88,018,721 | 88,018,721 | ' | 88,018,721 | ' | ' | 88,018,721 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock purchase warrant, term | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock issued, shares | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
OTHER_CURRENT_ASSETS_Details
OTHER CURRENT ASSETS (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
OTHER CURRENT ASSETS [Abstract] | ' | ' |
Other current assets | $65,219 | $175,551 |
CONCENTRATION_OF_CREDIT_RISK_N
CONCENTRATION OF CREDIT RISK (Narrative) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | |
Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | |
Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage | ' | ' | ' | ' | 100.00% | 100.00% | 46.00% | 92.00% |
Number of customers | 3 | 3 | 3 | 3 | ' | ' | 3 | 3 |
CONCENTRATION_OF_CREDIT_RISK_S
CONCENTRATION OF CREDIT RISK (Schedule of Major Customers) (Details) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | |
Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | |
Customer A [Member] | Customer A [Member] | Customer A [Member] | Customer A [Member] | Customer B [Member] | Customer B [Member] | Customer B [Member] | Customer B [Member] | Customer C [Member] | Customer C [Member] | Customer C [Member] | Customer C [Member] | All Other Customers [Member] | All Other Customers [Member] | All Other Customers [Member] | All Other Customers [Member] | Customer A [Member] | Customer A [Member] | Customer B [Member] | Customer B [Member] | Customer C [Member] | Customer C [Member] | All Other Customers [Member] | All Other Customers [Member] | |||||||
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage | 100.00% | 100.00% | 100.00% | 100.00% | 5.00% | 17.00% | 8.00% | 18.00% | 5.00% | 12.00% | 4.00% | 9.00% | 5.00% | 11.00% | 4.00% | 9.00% | 85.00% | 60.00% | 84.00% | 64.00% | 100.00% | 100.00% | 35.00% | 47.00% | 7.00% | 23.00% | 4.00% | 22.00% | 54.00% | 8.00% |
INVESTMENTS_Schedule_of_Market
INVESTMENTS (Schedule of Marketable Equity Securities) (Details) (USD $) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Sep. 30, 2013 | |
Marketable Equity Securities: | ' | ' |
Cost | $81,000 | $81,000 |
Gross Unrealized Gains | ' | ' |
Gross Unrealized Losses | 80,994 | -80,180 |
Fair Value | 6 | 820 |
Publicly Traded Equity Securities [Member] | ' | ' |
Marketable Equity Securities: | ' | ' |
Cost | 81,000 | 81,000 |
Gross Unrealized Gains | ' | ' |
Gross Unrealized Losses | 80,994 | -80,180 |
Fair Value | $6 | $820 |
INVESTMENTS_Schedule_of_Unreal
INVESTMENTS (Schedule of Unrealized Net Gains (Losses)) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Unrealized Gains and Losses on Investments | ' | ' | ' | ' |
Net gains/(loss) on investments | ($814) | ($103,200) | ($3,684) | $42,400 |
Publicly Traded Equity Securities [Member] | ' | ' | ' | ' |
Unrealized Gains and Losses on Investments | ' | ' | ' | ' |
Net gains/(loss) on investments | ($814) | ($103,200) | ($3,684) | $42,400 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
Assets: | ' | ' |
Marketable Equity Securities | $6 | $820 |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ' | ' |
Assets: | ' | ' |
Marketable Equity Securities | 6 | 820 |
Liabilities: | ' | ' |
Derivative liabilities, warrants | ' | ' |
Derivative liabilities, convertible debt | ' | ' |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Assets: | ' | ' |
Marketable Equity Securities | ' | ' |
Liabilities: | ' | ' |
Derivative liabilities, warrants | ' | ' |
Derivative liabilities, convertible debt | ' | ' |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Assets: | ' | ' |
Marketable Equity Securities | ' | ' |
Liabilities: | ' | ' |
Derivative liabilities, warrants | 88,019 | 117,424 |
Derivative liabilities, convertible debt | $479,002 | ' |
COMPREHENSIVE_INCOME_LOSS_Deta
COMPREHENSIVE INCOME (LOSS) (Details) (USD $) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Sep. 30, 2013 | |
COMPREHENSIVE INCOME (LOSS) [Abstract] | ' | ' |
Unrealized gains on marketable securities | ($80,994) | ($80,180) |
ACQUISITION_Narrative_Details
ACQUISITION (Narrative) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | |||
Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 11, 2013 | Sep. 30, 2013 | |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock issued for acquisiton, shares | 9,568,400 | ' | ' | ' | ' | ' | ' |
Stock issued for acquisition, percentage of issued and outstanding common stock | 2.20% | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | ' | $0.00 | ' | ' | $0.00 |
Amount of note converted | $155,000 | ' | ' | ' | ' | ' | ' |
Amount of other debt converted | 267,823 | ' | ' | ' | ' | ' | ' |
Conversion price | $0.03 | ' | ' | ' | ' | ' | ' |
Percent of entity acquired | 100.00% | ' | ' | ' | ' | ' | ' |
Total amount of debt assumed | 422,823 | ' | ' | ' | ' | ' | ' |
Restricted stock issued, shares | 1,000,000 | ' | ' | ' | ' | ' | ' |
Annual interest rate | 15.00% | ' | ' | ' | ' | 12.00% | ' |
Debt term | '36 months | ' | ' | ' | ' | '1 year | ' |
Common stock issued as payment on convertible notes, shares | 13,485,799 | ' | ' | ' | ' | ' | ' |
Lease agreement, principal amount | 1,417,672 | ' | ' | ' | ' | ' | ' |
Total liabilities assumed | 2,362,896 | ' | ' | ' | ' | ' | ' |
Total assets acquired | 2,927,724 | ' | ' | ' | ' | ' | ' |
No. of Warrants | 3,675,000 | 88,018,721 | ' | 88,018,721 | ' | ' | 88,018,721 |
Common stock purchase warrant, term | '2 years | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | ' | ' | -768,463 | ' | ' | ' |
Goodwill | 1,941,050 | ' | ' | ' | ' | ' | ' |
Goodwill impairment | ' | $1,941,050 | ' | $1,941,050 | ' | ' | ' |
Lease Agreements [Member] | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Conversion price | $0.06 | ' | ' | ' | ' | ' | ' |
ACQUISITION_Schedule_of_Purcha
ACQUISITION (Schedule of Purchase Price) (Details) (USD $) | 1 Months Ended | 6 Months Ended | |
Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
ACQUISITION [Abstract] | ' | ' | ' |
Fair value of common stock issued to seller valued at quoted market price | $234,426 | $564,721 | ' |
Fair value of common stock issued in exchange for debt valued at quoted market price | 330,402 | ' | ' |
Total purchase price | $564,828 | ' | ' |
ACQUISITION_Schedule_of_Assets
ACQUISITION (Schedule of Assets Acquired and Liabilities Assumed) (Details) (USD $) | Oct. 02, 2013 |
ACQUISITION [Abstract] | ' |
Cash | $3,609 |
Accounts Receivable | 67,160 |
Prepaid expenses | 93,802 |
Property and equipment, net | 822,103 |
Intangible asset | 1,941,050 |
Accounts payable and accrued expenses | -538,716 |
Deferred revenue | -59,396 |
Notes Payable | -1,764,784 |
Net assets acquired | $564,828 |
ACQUISITION_Schedule_of_Pro_Fo
ACQUISITION (Schedule of Pro Forma Results) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
ACQUISITION [Abstract] | ' | ' | ' | ' |
Revenues, net | $218,743 | $58,831 | $545,012 | $765,265 |
Net loss | ($2,906,551) | ($982,136) | ($6,203,848) | ($902,832) |
Net loss per common share - basic and diluted | ($0.01) | $0 | ($0.02) | $0 |
CONVERTIBLE_NOTES_Narrative_De
CONVERTIBLE NOTES (Narrative) (Details) (USD $) | 1 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||||||
Oct. 02, 2013 | Jul. 11, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 30, 2013 | |
Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | |||
Note One [Member] | Note One [Member] | Note One [Member] | Note Two [Member] | Note Two [Member] | Note Two [Member] | Note Three [Member] | Note Four [Member] | Note Four [Member] | Note Four [Member] | Note Five [Member] | Note Six [Member] | Note Seven [Member] | Note Seven [Member] | Note Seven [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issued | ' | ' | $124,444 | ' | ' | $62,222 | ' | ' | $83,500 | $62,222 | $62,222 | ' | $43,821 | $60,000 | $132,000 | $132,000 | ' |
Maturity date | ' | ' | 30-Jun-14 | ' | ' | 30-Jun-14 | ' | ' | 31-Aug-14 | 31-Jul-14 | ' | ' | 30-Nov-14 | 30-Nov-14 | 31-Dec-14 | ' | ' |
Annual interest rate | 15.00% | 12.00% | 12.00% | ' | ' | 12.00% | ' | ' | ' | 12.00% | 12.00% | ' | 10.00% | 10.00% | 10.00% | 10.00% | ' |
Percentage of lowest trading price | ' | ' | 60.00% | ' | ' | 60.00% | ' | ' | 60.00% | 60.00% | 60.00% | ' | 60.00% | 60.00% | 60.00% | 60.00% | ' |
Discount rate | ' | ' | 40.00% | ' | ' | 40.00% | ' | ' | ' | 40.00% | ' | ' | 40.00% | 40.00% | ' | ' | ' |
Floor price | ' | ' | $0.00 | ' | ' | $0.00 | ' | ' | $0.00 | $0.00 | $0.00 | ' | $0.00 | $0.00 | $0.00 | $0.00 | ' |
Amortization of debt discount | ' | ' | ' | 2,328 | 7,196 | ' | 2,381 | 3,095 | ' | ' | 529 | ' | ' | ' | ' | 13,287 | ' |
Interest expense | ' | ' | ' | 2,794 | 8,635 | ' | 3,651 | 3,714 | ' | ' | 952 | ' | ' | ' | ' | ' | ' |
Unamortized discount | ' | ' | 11,111 | 0 | 2,328 | 5,556 | 80 | 2,460 | ' | 5,026 | 5,026 | 5,556 | ' | ' | 11,000 | 11,000 | 12,000 |
Amount of note converted | $155,000 | ' | ' | $44,910 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment percentage, within thirty days | ' | ' | ' | ' | ' | ' | ' | ' | 115.00% | ' | ' | ' | 115.00% | 115.00% | ' | ' | ' |
Prepayment percentage, within sixty days | ' | ' | ' | ' | ' | ' | ' | ' | 120.00% | ' | ' | ' | 120.00% | 120.00% | ' | ' | ' |
Prepayment percentage, within ninety days | ' | ' | ' | ' | ' | ' | ' | ' | 123.00% | ' | ' | ' | 125.00% | 125.00% | ' | ' | ' |
Prepayment percentage, within one hundred twenty days | ' | ' | ' | ' | ' | ' | ' | ' | 129.00% | ' | ' | ' | 135.00% | 135.00% | ' | ' | ' |
Prepayment percentage, within one hundred fifty days | ' | ' | ' | ' | ' | ' | ' | ' | 135.00% | ' | ' | ' | ' | ' | ' | ' | ' |
CONVERTIBLE_NOTES_Schedule_of_
CONVERTIBLE NOTES (Schedule of Convertible Notes) (Details) (USD $) | Dec. 31, 2013 | Oct. 02, 2013 | Sep. 30, 2013 | Jul. 11, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 30, 2013 |
Note One [Member] | Note One [Member] | Note One [Member] | Note One [Member] | Note One [Member] | Note Two [Member] | Note Two [Member] | Note Two [Member] | Note Two [Member] | Note Two [Member] | Note Three [Member] | Note Three [Member] | Note Three [Member] | Note Four [Member] | Note Four [Member] | Note Four [Member] | Note Four [Member] | Note Five [Member] | Note Five [Member] | Note Five [Member] | Note Six [Member] | Note Six [Member] | Note Six [Member] | Note Seven [Member] | Note Seven [Member] | Note Seven [Member] | Note Seven [Member] | |||||
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes payable, net of discount | $505,007 | ' | $181,878 | ' | $79,534 | $122,116 | ' | ' | ' | $62,143 | $59,762 | ' | ' | ' | $83,500 | ' | ' | $57,196 | ' | ' | ' | $43,821 | ' | ' | $60,000 | ' | ' | $121,000 | ' | ' | ' |
Debt issued | ' | ' | ' | ' | ' | ' | 124,444 | ' | ' | ' | ' | 62,222 | ' | ' | ' | ' | 83,500 | ' | ' | 62,222 | ' | ' | ' | 43,821 | ' | ' | 60,000 | ' | ' | 132,000 | ' |
Annual interest rate | ' | 15.00% | ' | 12.00% | ' | ' | 12.00% | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | 10.00% | ' | ' | 10.00% | ' | ' | 10.00% | ' |
Original issue discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' |
Maturity date | ' | ' | ' | ' | ' | ' | 30-Jun-14 | ' | ' | ' | ' | 30-Jun-14 | ' | ' | ' | ' | 31-Aug-14 | ' | ' | 31-Jul-14 | ' | ' | ' | 30-Nov-14 | ' | ' | 30-Nov-14 | ' | ' | 31-Dec-14 | ' |
Unamortized discount | ' | ' | ' | ' | ' | ' | $11,111 | $0 | $2,328 | ' | ' | $5,556 | $80 | $2,460 | ' | ' | ' | ' | ' | $5,026 | $5,556 | ' | ' | ' | ' | ' | ' | ' | ' | $11,000 | $12,000 |
DERIVATIVE_LIABILITIES_Narrati
DERIVATIVE LIABILITIES (Narrative) (Details) (USD $) | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
DERIVATIVE LIABILITIES [Abstract] | ' | ' | ' | ' | ' | ' |
Weighted-average remaining life | ' | ' | ' | '2 years 9 months 18 days | ' | ' |
Proceeds from convertible notes payable | $379,703 | ' | ' | $74,810 | ' | ' |
Amendment of convertible debenture | 186,667 | ' | ' | ' | ' | ' |
Gain/(loss) on change of fair value of derivative liability | ' | 72,048 | 620,131 | 71,499 | 4,038,718 | ' |
Derivative liability - warrants | $88,019 | $88,019 | ' | $88,019 | ' | $117,424 |
DERIVATIVE_LIABILITIES_Schedul
DERIVATIVE LIABILITIES (Schedule of Changes in Value of Derivative Warrant Liability) (Details) (USD $) | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 02, 2013 | Sep. 30, 2013 | |
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of period - Derivative liability | ' | $117,424 | ' | ' | ' | ' | ' |
Increase in derivative liability related to issuance of convertible debt | 379,703 | ' | ' | 74,810 | ' | ' | ' |
Decrease in fair value of derivative liability | ' | -72,048 | -620,131 | -71,499 | -4,038,718 | ' | ' |
Decrease in fair value, number of warrants | ' | ' | ' | ' | ' | ' | ' |
Balance at end of period - Derivative liability | 88,019 | 88,019 | ' | 88,019 | ' | ' | ' |
No. of Warrants | 88,018,721 | 88,018,721 | ' | 88,018,721 | ' | 3,675,000 | 88,018,721 |
Convertible Debt Securities [Member] | ' | ' | ' | ' | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of period - Derivative liability | ' | ' | ' | ' | ' | ' | ' |
Increase in derivative liability related to issuance of convertible debt | ' | 521,096 | ' | ' | ' | ' | ' |
Decrease in fair value of derivative liability | ' | -42,094 | ' | ' | ' | ' | ' |
Balance at end of period - Derivative liability | $479,002 | $479,002 | ' | $479,002 | ' | ' | ' |
DERIVATIVE_LIABILITIES_Schedul1
DERIVATIVE LIABILITIES (Schedule of Fair Value of Warrant Liability Using Black-Scholes Model) (Details) (Warrants [Member], USD $) | 6 Months Ended |
Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Current exercise price | $0.03 |
Risk-free interest rate | 0.77% |
Estimated volatility | 178.80% |
Dividend | 0.00% |
Stock price | $0.01 |
Minimum [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Time to expiration | '7 months |
Expected forfeiture rate | 0.00% |
Maximum [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Time to expiration | '2 years 9 months 18 days |
Expected forfeiture rate | 90.00% |
COMMITMENTS_Narrative_Details
COMMITMENTS (Narrative) (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
sqft | ||
COMMITMENTS [Abstract] | ' | ' |
Area of office space | 6,875 | ' |
Rent expenses | $39,555 | $22,444 |
COMMITMENTS_Schedule_of_Future
COMMITMENTS (Schedule of Future Minimum Payments) (Details) (USD $) | Dec. 31, 2013 |
COMMITMENTS [Abstract] | ' |
2014 | $55,389 |
2015 | 73,852 |
2016 | 25,876 |
2017 | 8,262 |
2018 | ' |
Thereafter | ' |
Total | $163,379 |
STOCKHOLDERS_DEFICIT_Narrative
STOCKHOLDERS' DEFICIT (Narrative) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Nov. 23, 2011 | |
Employee [Member] | Director [Member] | Investor [Member] | Lease Agreements [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercisable at end of period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' |
Warrants outstanding, weighted-average remaining life | ' | ' | ' | '3 years 26 days | ' | ' | ' | ' | ' | ' | '2 years 9 months 18 days | '2 years 9 months 18 days | ' |
Fair value of derivative liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $88,019 | ' | $1,750,000 |
No. of Warrants | 3,675,000 | 88,018,721 | ' | 88,018,721 | ' | 88,018,721 | ' | ' | ' | ' | ' | ' | ' |
Conversion price | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | $0.06 | ' | ' | ' |
Shares issued, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 328,792,428 | ' | ' |
Shares issued, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | ' | ' |
Decrease in fair value of derivative warrant liability | ' | 72,048 | 620,131 | 71,499 | 4,038,718 | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock issued, shares | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock issued | 24,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for services, shares | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' |
Issuance of common stock for services | ' | ' | ' | ' | ' | ' | ' | ' | 97,000 | ' | ' | ' | ' |
Issuance of common stock for compensation, shares | ' | ' | ' | ' | ' | ' | 4,750,000 | 4,117,652 | ' | ' | ' | ' | ' |
Issues of common stock for compensation | ' | ' | ' | ' | ' | ' | $76,000 | $70,000 | ' | ' | ' | ' | ' |
Stock price | ' | ' | ' | ' | ' | ' | $0.02 | $0.02 | $0.01 | ' | $0.01 | ' | ' |
STOCKHOLDERS_DEFICIT_Schedule_
STOCKHOLDERS' DEFICIT (Schedule of Changes in Outstanding Common Stock Warrants) (Details) (USD $) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jun. 30, 2013 | |
Weighted Average Remaining Contractual Term | ' | ' |
Balance outstanding at June 30, 2013 | '3 years 26 days | ' |
Balance outstanding at December 31, 2013 | '3 years 26 days | ' |
Warrant [Member] | ' | ' |
Number of Warrants | ' | ' |
Balance outstanding at June 30, 2013 | 113,254,128 | ' |
Granted | 3,675,000 | ' |
Exercised | ' | ' |
Forfeited | -10,433,853 | ' |
Balance outstanding at December 31, 2013 | 106,495,275 | 113,254,128 |
Weighted Average Exercise Price | ' | ' |
Balance outstanding at June 30, 2013 | $0.05 | ' |
Granted | $0.06 | ' |
Exercised | $0 | ' |
Forfeited | $0.08 | ' |
Balance outstanding at December 31, 2013 | $0.05 | $0.05 |
Weighted Average Remaining Contractual Term | ' | ' |
Balance outstanding at June 30, 2013 | '2 years 9 months 18 days | '2 years 9 months 18 days |
Granted | '2 years 9 months | ' |
Balance outstanding at December 31, 2013 | '2 years 9 months 18 days | '2 years 9 months 18 days |
Aggregate Intrinsic Value | ' | ' |
Balance outstanding at June 30, 2013 | ' | ' |
Balance outstanding at December 31, 2013 | ' | ' |
STOCK_OPTION_PLAN_Narrative_De
STOCK OPTION PLAN (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2013 | Dec. 31, 2013 | |
STOCK OPTION PLAN [Abstract] | ' | ' |
Price per share, minimum percentage of fair market value | 100.00% | 100.00% |
Stock owned, maximum percentage of total combined voting power | 10.00% | 10.00% |
Price per share for employees owning more than 10% of voting power, minimum percentage of fair market value | 110.00% | 110.00% |
Price per share, minimum percentage of fair market value for non-qualified stock options granted | ' | 50.00% |
Stock options expiration term, maximum | ' | '3 years |
Stock options expiration term for employees owning more than 10% of voting power, maximum | ' | '5 years |
Share-based compensation | $144,523 | $340,515 |
Unrecognized compensation expense | $90,820 | $90,820 |
STOCK_OPTION_PLAN_Schedule_of_
STOCK OPTION PLAN (Schedule of Fair Value of Stock Options Using Black-Scholes Model) (Details) (Stock Options [Member]) | 6 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected volatility, minimum | 13.00% | 36.00% |
Expected volatility, maximum | 278.00% | 278.00% |
Risk-free interest rate | ' | 0.72% |
Forfeiture Rate, minimum | 0.00% | 0.00% |
Forfeiture Rate, maximum | ' | 45.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected term | '1 month | '1 month |
Risk-free interest rate | 0.01% | ' |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected term | '36 months | '36 months |
Risk-free interest rate | 0.34% | ' |
STOCK_OPTION_PLAN_Schedule_of_1
STOCK OPTION PLAN (Schedule of Changes in Outstanding Stock Options) (Details) (USD $) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jun. 30, 2013 | |
Weighted Average Remaining Contractual Term | ' | ' |
Balance outstanding at June 30, 2013 | '3 years 26 days | ' |
Balance outstanding at December 31, 2013 | '3 years 26 days | ' |
Stock Options [Member] | ' | ' |
Number of Options | ' | ' |
Balance outstanding at June 30, 2013 | 6,767,970 | ' |
Granted | 43,250,000 | ' |
Exercised | -44,250,000 | ' |
Forfeited | -2,350,000 | ' |
Balance outstanding at December 31, 2013 | 3,417,970 | 6,767,970 |
Weighted Average Exercise Price | ' | ' |
Balance outstanding at June 30, 2013 | $0.09 | ' |
Granted | $0.02 | ' |
Exercised | $0.02 | ' |
Forfeited | $0.08 | ' |
Balance outstanding at December 31, 2013 | $0.09 | $0.09 |
Weighted Average Remaining Contractual Term | ' | ' |
Balance outstanding at June 30, 2013 | '3 years 10 months 6 days | '3 years 2 months 12 days |
Balance outstanding at December 31, 2013 | '3 years 10 months 6 days | '3 years 2 months 12 days |
Aggregate Intrinsic Value | ' | ' |
Balance outstanding at June 30, 2013 | ' | ' |
Balance outstanding at December 31, 2013 | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 1 Months Ended | 6 Months Ended | 8 Months Ended | ||
Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 11, 2013 | Nov. 02, 2012 | |
RELATED PARTY TRANSACTIONS [Abstract] | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | $1,500,000 |
Proceeds from notes payable - related party | ' | 75,000 | 111,000 | 186,000 | ' |
Debt term | '36 months | ' | ' | '1 year | ' |
Annual interest rate | 15.00% | ' | ' | 12.00% | ' |
Payment of debt issuance costs | ' | ' | ' | $1,500 | ' |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 1 Months Ended | 0 Months Ended | ||
Oct. 02, 2013 | Jan. 31, 2014 | Feb. 14, 2014 | Feb. 14, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
Transaction One [Member] | Transaction Two [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Restricted stock issued, shares | 1,000,000 | 2,000,000 | 8,000,000 | 8,000,000 |
Stock price | ' | $0.01 | $0.01 | $0.01 |
Restricted stock issued | $24,500 | $24,000 | $99,200 | $99,200 |