Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 18, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'VERTICAL COMPUTER SYSTEMS INC | ' |
Entity Central Index Key | '0001099509 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'VCSY | ' |
Entity Common Stock, Shares Outstanding | ' | 999,535,151 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Assets | ' | ' |
Cash | $26,255 | $111,851 |
Accounts receivable, net of allowance for bad debts of $45,285 and $52,100 | 188,889 | 440,195 |
Prepaid expenses and other current assets | 113,331 | 115,777 |
Total current assets | 328,475 | 667,823 |
Property and equipment, net of accumulated depreciation of $1,027,403 and $1,021,595 | 24,943 | 27,062 |
Intangible assets, net of accumulated amortization of $249,305 and $217,670 | 935,990 | 871,721 |
Deposits and other | 31,719 | 15,346 |
Total assets | 1,321,127 | 1,581,952 |
Liabilities and Stockholders’ Deficit | ' | ' |
Accounts payable and accrued liabilities | 8,633,641 | 7,466,957 |
Bank overdraft | 20,496 | 9,624 |
Deferred revenue | 1,823,815 | 2,614,714 |
Derivative liability | 114,345 | 31,440 |
Convertible debenture | 30,000 | 30,000 |
Current portion - notes payable, net of debt discount | 2,768,628 | 2,486,810 |
Current portion - notes payable to related parties | 343,207 | 724,790 |
Total current liabilities | 13,734,132 | 13,364,335 |
Non-current portion - notes payable | 1,492,015 | 1,188,868 |
Total liabilities | 15,226,147 | 14,553,203 |
Convertible Cumulative Preferred stock | 9,902,024 | 9,902,024 |
Stockholders' Deficit | ' | ' |
Common Stock; $.00001 par value; 1,000,000,000 shares authorized 997,485,151 and 997,935,151 issued and outstanding as of September 30, 2013 and December 31, 2012 | 9,975 | 9,979 |
Additional paid-in-capital | 19,331,084 | 19,254,154 |
Accumulated deficit | -42,599,461 | -41,621,437 |
Accumulated other comprehensive income - foreign currency translation | -185,915 | -251,848 |
Total Vertical Computer Systems, Inc. stockholders’ deficit | -23,444,317 | -22,609,152 |
Noncontrolling interest | -362,727 | -264,123 |
Total stockholders’ deficit | -23,807,044 | -22,873,275 |
Total liabilities and stockholders' deficit | 1,321,127 | 1,581,952 |
Series A Preferred Stock [Member] | ' | ' |
Liabilities and Stockholders’ Deficit | ' | ' |
Convertible Cumulative Preferred stock | 9,700,000 | 9,700,000 |
Series B Preferred Stock [Member] | ' | ' |
Liabilities and Stockholders’ Deficit | ' | ' |
Convertible Cumulative Preferred stock | 246 | 246 |
Series C Preferred Stock [Member] | ' | ' |
Liabilities and Stockholders’ Deficit | ' | ' |
Convertible Cumulative Preferred stock | 200,926 | 200,926 |
Series D Preferred Stock [Member] | ' | ' |
Liabilities and Stockholders’ Deficit | ' | ' |
Convertible Cumulative Preferred stock | $852 | $852 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Allowance for bad debts (in dollars) | $45,285 | $52,100 |
Accumulated depreciation, property and equipment (in dollars) | 1,027,403 | 1,021,595 |
Accumulated amortization (in dollars) | $249,305 | $217,670 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 997,485,151 | 997,935,151 |
Common stock, shares, outstanding | 997,485,151 | 997,935,151 |
Series A Preferred Stock [Member] | ' | ' |
Preferred stock, dividend rate, percentage | 4.00% | 4.00% |
Temporary equity, par value (in dollars per share) | $0.00 | $0.00 |
Temporary equity, shares authorized | 250,000 | 250,000 |
Temporary equity, shares issued | 48,500 | 48,500 |
Temporary equity, shares outstanding | 48,500 | 48,500 |
Series B Preferred Stock [Member] | ' | ' |
Preferred stock, dividend rate, percentage | 10.00% | 10.00% |
Temporary equity, par value (in dollars per share) | $0.00 | $0.00 |
Temporary equity, shares authorized | 375,000 | 375,000 |
Temporary equity, shares issued | 7,200 | 7,200 |
Temporary equity, shares outstanding | 7,200 | 7,200 |
Series C Preferred Stock [Member] | ' | ' |
Preferred stock, dividend rate, percentage | 4.00% | 4.00% |
Temporary equity, par value (in dollars per share) | $100 | $100 |
Temporary equity, shares authorized | 200,000 | 200,000 |
Temporary equity, shares issued | 50,000 | 50,000 |
Temporary equity, shares outstanding | 50,000 | 50,000 |
Series D Preferred Stock [Member] | ' | ' |
Preferred stock, dividend rate, percentage | 15.00% | 15.00% |
Temporary equity, par value (in dollars per share) | $0.00 | $0.00 |
Temporary equity, shares authorized | 300,000 | 300,000 |
Temporary equity, shares issued | 25,000 | 25,000 |
Temporary equity, shares outstanding | 25,000 | 25,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenues | ' | ' | ' | ' |
Licensing and software | $0 | $0 | $72,720 | $1,000 |
Software maintenance | 1,069,785 | 1,127,348 | 3,285,985 | 3,417,471 |
Cloud-based offering | 83,418 | 95,702 | 305,229 | 352,469 |
Consulting services | 72,191 | 44,944 | 310,959 | 248,864 |
Other | 13,485 | 17,620 | 62,425 | 60,602 |
Total revenues | 1,238,879 | 1,285,614 | 4,037,318 | 4,080,406 |
Cost of revenues | 585,905 | 583,433 | 1,883,179 | 1,970,223 |
Gross profit | 652,974 | 702,181 | 2,154,139 | 2,110,183 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative expenses | 902,021 | 844,697 | 2,454,731 | 2,294,221 |
Depreciation and amortization | 13,130 | 14,804 | 40,403 | 46,698 |
Bad debt expense | 0 | 0 | 0 | 20,872 |
Total operating expenses | 915,151 | 859,501 | 2,495,134 | 2,361,791 |
Operating loss | -262,177 | -157,320 | -340,995 | -251,608 |
Other income (expense): | ' | ' | ' | ' |
Interest Income | 35 | 0 | 46 | 15 |
Loss on derivative liability | -76,355 | -11,790 | -82,905 | -655 |
Forbearance fees | -109,500 | 0 | -129,825 | 0 |
Loss on extinguishment of debt | 0 | -5,000 | 0 | -20,000 |
Interest expense | -217,186 | -174,636 | -522,949 | -494,501 |
Net loss | -665,183 | -348,746 | -1,076,628 | -766,749 |
Net loss attributable to noncontrolling interest | 50,987 | 18,832 | 98,604 | 58,177 |
Net loss attributable to Vertical Computer Systems, Inc. | -614,196 | -329,914 | -978,024 | -708,572 |
Dividends applicable to preferred stock | -147,000 | -147,000 | -441,000 | -441,000 |
Net loss available to common stockholders | -761,196 | -476,914 | -1,419,024 | -1,149,572 |
Basic and diluted net loss per share (in dollars per share) | $0 | $0 | $0 | $0 |
Basic and diluted weighted average common shares outstanding (in shares) | 997,843,847 | 997,935,151 | 998,116,835 | 997,715,443 |
Comprehensive loss | ' | ' | ' | ' |
Net loss | -665,183 | -348,746 | -1,076,628 | -766,749 |
Translation adjustments | -46,906 | -103,619 | 65,933 | -108,871 |
Comprehensive loss | -712,089 | -452,365 | -1,010,695 | -875,620 |
Comprehensive loss attributable to noncontrolling interest | 50,987 | 18,832 | 98,604 | 58,177 |
Comprehensive loss attributable to Vertical Computer Systems, Inc. | ($661,102) | ($433,533) | ($912,091) | ($817,443) |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Deficit (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] |
Balances at Dec. 31, 2012 | ($22,873,275) | $9,979 | $19,254,154 | ($41,621,437) | ($251,848) | ($264,123) |
Balances (in shares) at Dec. 31, 2012 | ' | 997,935,151 | ' | ' | ' | ' |
Shares issued with debt | 19,700 | 5 | 19,695 | 0 | 0 | 0 |
Shares issued with debt (in shares) | ' | 500,000 | ' | ' | ' | ' |
Shares issued for accrued stock compensation related to restricted stock awards | 10,226 | 6 | 10,220 | 0 | 0 | 0 |
Shares issued for accrued stock compensation related to restricted stock awards (in shares) | ' | 550,000 | ' | ' | ' | ' |
Shares issued for forbearance fees | 47,000 | 10 | 46,990 | 0 | 0 | 0 |
Shares issued for forbearance fees (in shares) | ' | 1,000,000 | ' | ' | ' | ' |
Cancellation of stock | 0 | -25 | 25 | 0 | 0 | 0 |
Cancellation of stock (in shares) | ' | -2,500,000 | ' | ' | ' | ' |
Other comprehensive income translation adjustment | 65,933 | 0 | 0 | 0 | 65,933 | 0 |
Net loss | -1,076,628 | 0 | 0 | -978,024 | 0 | -98,604 |
Balances at Sep. 30, 2013 | ($23,807,044) | $9,975 | $19,331,084 | ($42,599,461) | ($185,915) | ($362,727) |
Balances (in shares) at Sep. 30, 2013 | ' | 997,485,151 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities | ' | ' |
Net loss | ($1,076,628) | ($766,749) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 40,403 | 46,698 |
Amortization of debt discounts | 16,646 | 50,300 |
Forbearance fees paid with common stock | 47,000 | 0 |
Bad debt expense | 0 | 20,872 |
Loss on derivatives | 82,905 | 655 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 228,846 | 236,422 |
Prepaid expenses and other assets | 8,533 | -15,568 |
Accounts payable and accrued liabilities | 1,175,970 | 615,160 |
Deferred revenue | -790,899 | -521,058 |
Net cash used in operating activities | -267,224 | -333,268 |
Cash flow from investing activities: | ' | ' |
Software development | -95,978 | -240,029 |
Purchase of property and equipment | -6,573 | -8,481 |
Net cash used in investing activities | -102,551 | -248,510 |
Cash flows from financing activities: | ' | ' |
Borrowings on notes payable | 2,059,150 | 742,405 |
Payments of notes payable | -1,470,192 | -185,434 |
Borrowings on related party debt | 0 | 36,000 |
Payments on related party debt | -381,583 | -5,066 |
Payments made on extinguishment of debt | 0 | -20,000 |
Bank overdraft | 10,871 | 940 |
Net cash provided by financing activities | 218,246 | 568,845 |
Effect of changes in exchange rates on cash | 65,933 | -108,872 |
Net change in cash and cash equivalents | -85,596 | -121,805 |
Cash and cash equivalents, beginning of period | 111,851 | 132,452 |
Cash and cash equivalents, end of period | 26,255 | 10,647 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 223,624 | 246,263 |
Non-cash investing and financing activities: | ' | ' |
Adjustment for reapplication of payments | 4,061 | 9,353 |
Common shares issued for accrued stock compensation | 10,226 | 14,100 |
Common shares cancelled | 25 | 0 |
Common shares issued with debt | 19,700 | 0 |
Loan commitment fees accrued | $5,000 | $0 |
Organization_Basis_of_Presenta
Organization, Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
Note 1. Organization, Basis of Presentation and Significant Accounting Policies | |
The accompanying unaudited interim consolidated financial statements of Vertical Computer Systems, Inc. (‘we”, “our”, the “Company” or “Vertical”) have been prepared in accordance with accounting principles generally accepted in the United States of America and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Vertical’s annual report on Form 10-K for the year ended December 31, 2012. The consolidated financial statements include the accounts of the Company and its subsidiaries (collectively, “our”, “we”, the “Company” or “VCSY”, as applicable). NOW Solutions, a wholly-owned subsidiary of Vertical currently maintains daily business operations, EnFacet, Inc. (“ENF”), Globalfare.com, Inc. (“GFI”), Pointmail.com, Inc. (“PMI”) and Vertical Internet Solutions, Inc. (“VIS”), each of which is a wholly-owned subsidiary and is inactive and Vertical Healthcare Solutions, Inc. (“VHS”), SnAPPnet, Inc. (“SnAPPnet”), OptVision Research, Inc. (“OVR”), Taladin, Inc. (“Taladin”), and Vertical do Brasil, each of which has minor activities, are all wholly-owned subsidiaries of Vertical. Government Internet Systems, Inc. (“GIS”), an 84.5% owned subsidiary, and Priority Time Systems, Inc. (“Priority Time”), a 90% owned subsidiary, are entities with minor activities. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the 2012 annual report on Form 10-K have been omitted. | |
Earnings per share | |
Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock and convertible debentures is computed using the if-converted method, which assumes conversion at the beginning of the year. | |
For the nine months ended September 30, 2013 and 2012, common stock equivalents related to the convertible debentures, convertible debt and preferred stock and stock derivative liability were not included in the calculation of the diluted earnings per share as their effect would be anti-dilutive. | |
Reclassifications | |
Certain reclassifications have been made to the prior periods to conform to the current period presentation. | |
Recently Issued Accounting Pronouncements | |
In February 2013, the FASB issued ASU 2013-02 "Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income" (ASU 2013-02). ASU 2013-02 amends ASU 2011-05 and requires that entities disclose additional information about amounts reclassified out of Accumulated Other Comprehensive Income (AOCI) by component. Significant amounts reclassified out of AOCI are required to be presented either on the face of the Consolidated Statements of Income and Comprehensive Income or in the notes to the financial statements. The requirements of ASU 2013-02 are effective for fiscal years and interim periods in those years beginning after December 15, 2012. The Company does not expect the adoption of ASU 2013-02 to have a material impact on the Company’s consolidated financial statements. | |
Going_Concern
Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern Disclosure [Abstract] | ' |
Going Concern Disclosure [Text Block] | ' |
Note 2. Going Concern | |
The accompanying unaudited consolidated financial statements for the nine months ended September 30, 2013 and 2012 have been prepared assuming that we will continue as a going concern, and accordingly realize our assets and satisfy our liabilities in the normal course of business. | |
The carrying amounts of assets and liabilities presented in the consolidated financial statements do not purport to represent realizable or settlement values. As of September 30, 2013, we had negative working capital of approximately $13.4 million and defaulted on several of our debt obligations. These conditions raise substantial doubt about our ability to continue as a going concern. | |
Our management is continuing its efforts to secure funds through equity and/or debt instruments for our operations, expansion and possible acquisitions, mergers, joint ventures, and/or other business combinations as well as to generate additional revenue through our existing businesses, including the licensing of our intellectual property. We will require additional funds to pay down our liabilities, as well as finance our expansion plans consistent with our anticipated changes in operations and infrastructure. However, there can be no assurance that we will be able to secure additional funds and that if such funds are available, whether the terms or conditions would be acceptable to us and whether we will be able to turn into a profitable position and generate positive operating cash flow. The consolidated financial statements contain no adjustment for this uncertainty. | |
Notes_Payable
Notes Payable | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Debt Disclosure [Text Block] | ' | ||||
Note 3. Notes Payable | |||||
The following table reflects our third party debt activity, including our convertible debt, for the nine months ended September 30, 2013: | |||||
Total debt as of December 31, 2012 | $ | 3,705,678 | |||
Repayments of third party notes | -1,470,192 | ||||
Borrowings from third parties | 2,059,150 | ||||
Adjustment for reapplication of payments | 4,061 | ||||
Total debt as of September 30, 2013 | $ | 4,298,697 | |||
Unamortized discounts | -8,054 | ||||
Total debt, net of unamortized discounts as of September 30, 2013 | $ | 4,290,643 | |||
In July 2013, a third party lender loaned VHS $150,000. Pursuant to the loan agreement, VHS issued a promissory note bearing interest at 10% per annum to the lender in the amount of $150,000 payable in 90 days from the date VHS received funds. Under the terms of the agreement, VHS is obligated to pay a $5,000 commitment fee no later than the date the note becomes due. In consideration of the loan, the Company issued 5,000 shares of VHS Series B Preferred Stock (fair value determined to be nominal) and granted 500,000 shares of VCSY common stock (fair value determined to be $19,700) to the lender. The value of the common shares of $19,700 and the accrued $5,000 commitment fee was recorded as a debt discount that is being amortized over the life of the note using the effective interest rate method. During the nine months ended September 30, 2013, $16,646 of the debt discount has been amortized into interest expense. | |||||
During nine months ended September 30, 3013, in addition to the loans set forth above, the Company borrowed $150,000 from third party lenders. These notes are unsecured, bear interest at 10%- 11% per annum and are due on demand. | |||||
During the nine months ended September 30, 2013 and 2012, the Company made interest payments of $223,624 and $246,263, respectively. | |||||
During the nine months ended September 30, 2013 and 2012, the Company made principal payments of $1,470,192 and $185,434, respectively. | |||||
Lakeshore Financing | |||||
On January 9, 2013, NOW Solutions completed a financing transaction in the aggregate amount of $1,759,150, which amount was utilized to pay off existing indebtedness of the Company and NOW Solutions to Tara Financial Services and Robert Farias, an employee of the Company, and all security interests granted to Tara Financial Services and Robert Farias were cancelled. | |||||
In connection with this financing, the Company and several of its subsidiaries entered into a loan agreement (the “Loan Agreement”), dated as of January 9, 2013 with Lakeshore Investment, LLC (“Lakeshore”) under which NOW Solutions issued a secured 10-year promissory note (the “Lakeshore Note”) bearing interest at 11% per annum to Lakeshore in the amount of $1,759,150 payable in equal monthly installments of $24,232 until January 31, 2022. Upon the payment of any prepayment principal amounts, the monthly installment payments shall be proportionately adjusted proportionately on an amortized rata basis. | |||||
The Lakeshore Note is secured by the assets of the Company’s subsidiaries, NOW Solutions, Priority Time, SnAPPnet, Inc. (“SnAPPnet”) and the Company’s SiteFlash technology and cross-collateralized. Upon the aggregate principal payment of $290,000 toward the Lakeshore Note, the Company has the option to have Lakeshore release either the Priority Time collateral or the SiteFlash collateral. Upon payment of the aggregate principal $590,000 toward the Lakeshore Note, Lakeshore shall release either the Priority Time collateral or the SiteFlash collateral (whichever is remaining). Upon payment of the aggregate principal $890,000 toward the Lakeshore Note, Lakeshore shall release the SnAPPnet collateral and upon full payment of the Lakeshore Note, Lakeshore shall release the NOW Solutions collateral. | |||||
As additional consideration for the loan, the Company granted a 5% interest in Net Claim Proceeds (less any attorney’s fees and direct costs) from any litigation or settlement proceeds related to the SiteFlash technology to Lakeshore. In addition, until the Note is paid in full, NOW Solutions agreed to pay a Lakeshore royalty of 6% of its annual gross revenues in excess of $5 million dollars up to a maximum of $1,759,150. Management has estimated the fair value of the royalty to be nominal. The Company has accrued $27,000 for the nine months ended September 30, 2013 related to this royalty based upon the estimated annual revenues expected to be generated during the year ended December 31, 2013. | |||||
Pursuant to the Loan Agreement, as amended, the Company also agreed to make certain principal payments toward the Lakeshore Note of (a) $90,000 by February 15, 2013, which was secured by 15% interest in the Company’s ownership of Priority Time and this payment was timely made to Lakeshore and (b) $600,000 by March 15, 2013, which was secured by 25% of the Company’s ownership interest in NOW Solutions and this payment was not made to Lakeshore. As of September 30, 2013, the common shares of NOW Solutions representing a 25% ownership interest in NOW Solutions were in Lakeshore’s possession, but Lakeshore had not taken action to transfer the shares in Lakeshore’s name due to forbearance agreements that have been entered into. The Company and Lakeshore made further amendments to the Loan Agreement concerning the return of these common shares on October 3, 2013 (see “Subsequent Events” in Note 9 for further details). The Company has determined a noncontrolling interest in NOW Solutions did not exist as of September 30, 2013 as the shares representing a 25% ownership interest in NOW Solutions have not been transferred to Lakeshore’s name. | |||||
Option for the Return of Common Shares of NOW Solutions and Forbearance Agreement | |||||
Between January and August 2013, the Company and Lakeshore entered into multiple amendments to the loan agreement with Lakeshore. Pursuant to these amendments, the Company had an option to pay Lakeshore $750,000 by September 30, 2013 for the return of shares of common stock of NOW Solutions in Lakeshore’s possession representing 25% ownership of NOW Solutions by September 30, 2013. In consideration of this option and Lakeshore’s extension to make payment, the Company paid Lakeshore forbearance fees aggregating $82,825 during the nine months ended September 30, 2013 and agreed to pay Lakeshore a bonus of 25% of NOW Solutions’ profits for the period that runs from March 15, 2013 through September 30, 2013 which will be due no later than December 31, 2013.As additional consideration, the Company increased the interest payable to Lakeshore from Net Claim Proceeds (less any attorney’s fees and direct costs) from any litigation or settlement proceeds related to the SiteFlash technology from 5% to 8% and an officer of the Company transferred 1,000,000 shares of VCSY common stock (valued at $47,000) owned by him to Lakeshore on behalf of the Company. Management has estimated the fair value of the profits royalty and the right to the net claim proceeds to be nominal. The aggregate forbearance fees paid during the nine months ended September 30, 2013 were $129,825 consisting of cash payments of $82,825 and 1,000,000 common shares valued at $47,000. The Company and Lakeshore made further amendments to the Loan Agreement on October 3, 2013 (see “Subsequent Events” in Note 9 for further details). | |||||
Derivative_Liability_and_Fair_
Derivative Liability and Fair Value Measurements | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | ||||||||||
Note 4. Derivative Liability and Fair Value Measurements | |||||||||||
Derivative liability | |||||||||||
During 2008, an officer of the Company pledged 3,000,000 shares of common stock (through a company he controls) to secure the debt owed to a third party lender. In connection with the pledge of stock, we signed an agreement to replace these shares within one year. As of September 30, 2013 1,309,983 shares of stock were owed under this agreement. | |||||||||||
In August 2013, an officer of the Company transferred 1,000,000 shares of common stock owned by him to Lakeshore in connection with the Lakeshore option and forbearance agreement related to the shares of common stock of NOW Solutions in possession of Lakeshore representing a 25% ownership of NOW Solutions (see Note 3). In connection with the transfer of the stock, we signed an agreement to replace these 1,000,000 shares. | |||||||||||
These commitments to replace all of the pledged shares were evaluated under FASB ASC 815-40, Derivatives and Hedging and were determined to have characteristics of a liability and therefore constituted a derivative liability under the above guidance. Each reporting period, these derivative liabilities are marked-to-market with the non-cash gain or loss recorded in the period as a gain or loss on derivatives. At September 30, 2013 and December 31, 2012, the aggregate fair value of these derivative liabilities was $114,345 and $31,440. | |||||||||||
The aggregate change in the fair value of derivative liabilities was a loss of $35,905 and a loss of $655 for the nine months ended September 30, 2013 and 2012, respectively. A loss on derivative liabilities of $47,000 was recorded in August 2013 to recognize the initial value of the derivative related to the 1,000,000 shares of common stock. | |||||||||||
The valuation of our embedded derivatives is determined by using the VCSY stock price at September 30, 2013. As such, our derivative liabilities have been classified as Level 1. | |||||||||||
Fair value measurements | |||||||||||
FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value 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. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: | |||||||||||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | |||||||||||
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||
Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. | |||||||||||
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. | |||||||||||
The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2013 and December 31, 2012: | |||||||||||
Fair value measurements on a recurring basis | |||||||||||
Level 1 | Level 2 | Level 3 | |||||||||
As of September 30, 2013: | |||||||||||
Liabilities | |||||||||||
Stock derivative – 1,309,983 shares | $ | 64,844 | $ | - | $ | - | |||||
Stock derivative – 1,000,000 shares | $ | 49,501 | $ | - | $ | - | |||||
As of December 31, 2012: | |||||||||||
Liabilities | |||||||||||
Stock derivative – 1,309,983 shares | $ | 31,440 | $ | - | $ | - | |||||
The estimated fair value of short-term financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities and deferred revenue approximates their carrying value due to their short-term nature. The estimated fair value of our long-term borrowings approximates carrying value since the related rates of interest approximate current market rates. | |||||||||||
Common_and_Preferred_Stock_Tra
Common and Preferred Stock Transactions | 9 Months Ended | ||
Sep. 30, 2013 | |||
Stockholders' Equity Note [Abstract] | ' | ||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||
Note 5. Common and Preferred Stock Transactions | |||
In July 2013, the Company issued 500,000 shares of VCSY common stock (valued at $19,700) to a third party lender in connection with a $150,000 loan to the Company. The fair value of the shares was recorded as a debt discount that is being amortized to interest expense over the life of the loan. | |||
In August 2013, Luiz Valdetaro, the Chief Technology Officer of the Company, transferred 1,000,000 shares of VCSY common stock owned by him to Lakeshore (valued at $47,000) in connection with an option for Lakeshore to return shares of common stock of NOW Solutions in Lakeshore’s possession representing a 25% ownership interest in NOW Solutions (see “Option for the Return of Common Shares of NOW Solutions and Forbearance Agreement” in Note 3). The Company has recognized this transaction as a 1,000,000 share cancellation by Luiz Valdetaro, and a 1,000,000 share issuance to Lakeshore, valued at $47,000. | |||
Also, in August 2013, the Company and Luiz Valdetaro, the Chief Technology Officer of the Company, entered into an indemnity and reimbursement agreement whereby the Company agreed to reimburse and indemnify an officer of the Company for 1,000,000 shares of VCSY common stock owned by him that he transferred to Lakeshore on the Company’s behalf. Under the agreement, the Company is obligated to reimburse the officer with 1,000,000 shares of VCSY common stock within 1 year (see Note 4). | |||
During the nine months ended September 30, 2013, the Company cancelled 1,500,000 previously issued common shares of the Company that had been granted to a third party lender. | |||
During the nine months ended September 30, 2013, 550,000 common shares granted to employees of the Company and a consultant of the Company vested. Stock compensation that was previously accrued totaling $10,226 was reclassed from accrued liabilities to stockholders’ equity associated with these shares vesting. | |||
As of the date of this report, we have determined that we currently have (i) the following shares of common stock issued, and (ii) outstanding shares of preferred stock which are convertible into the shares of common stock indicated below and a contractual commitment to issue the shares of common stock indicated below: | |||
997,485,151 | Common Stock Granted and Outstanding | ||
2,050,000 | Common Stock Granted and Outstanding, but not vested | ||
2,309,983 | Common Shares Company Is Obligated to Reimburse to officers of the Company for pledged shares sold and transferred on the Company’s behalf) | ||
24,250,000 | Common Shares convertible from Preferred Series A Stock (48,500 shares outstanding) | ||
27,274 | Common Shares convertible from Preferred Series B Stock (7,200 shares outstanding) | ||
5,000,000 | Common Shares convertible from Preferred Series C Stock (50,000 shares outstanding) | ||
94,700 | Common Shares convertible from Preferred Series D Stock (25,000 shares outstanding) | ||
1,031,217,108 | Total Common Shares Outstanding and Accounted For/Reserved | ||
In addition, the Company has $30,000 in an outstanding convertible debenture that had been issued to a third party. | |||
Accordingly, given the fact that the Company currently has 1,000,000,000 shares of common stock authorized, the Company could exceed its authorized shares of common stock by approximately 31,000,000 shares if all of the financial instruments described in the table above were exercised or converted into shares of common stock (excluding the $30,000 from the outstanding debenture noted above). | |||
We have evaluated our convertible cumulative preferred stock under the guidance set out in FASB ASC 480 and have accordingly classified these shares as temporary equity in the consolidated balance sheets. | |||
Stock_Options_Warrants_and_Res
Stock Options, Warrants and Restricted Stock Awards | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||||||
Note 6. Stock Options, Warrants and Restricted Stock Awards | ||||||||
Stock Options and Warrants | ||||||||
There are currently no outstanding common stock options or warrants. | ||||||||
Restricted Stock | ||||||||
A summary of the activity of the restricted stock for the nine months ended September 30, 2013 is shown below. | ||||||||
Weighted | ||||||||
Average Grant- | ||||||||
Shares | Date Fair Value | |||||||
Non Vested Balance at December 31, 2012 | 1,100,000 | $ | 0.0186 | |||||
Granted | 1,500,000 | 0.03 | ||||||
Vested | -550,000 | 0.0186 | ||||||
Forfeited/Cancelled | - | - | ||||||
Non Vested Balance at September 30, 2013 | 2,050,000 | $ | 0.0269 | |||||
As of September 30, 2013, there was $26,902 of total unrecognized compensation costs related to stock awards. These costs are expected to be recognized over a weighted average period of less than 2 years. | ||||||||
During the nine months ended September 30, 2013, the Company granted 1,500,000 common shares (valued at $45,000) for services to consultants of the Company that vest on December 31, 2013. | ||||||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Related Party Transactions [Abstract] | ' | ||||
Related Party Transactions Disclosure [Text Block] | ' | ||||
Note 7. Related Party Transactions | |||||
In January 2013, the Company paid off all existing indebtedness of the Company and the underlying security interest granted to Mr. Farias, an employee of the Company, was cancelled, including two promissory notes bearing interest at 10% per annum that were issued in the principal amount of $274,679 and $90,000, respectively. | |||||
The following table reflects our related party debt activity for the nine months ended September 30, 2013: | |||||
31-Dec-12 | $ | 724,790 | |||
Repayments of related party notes | -381,583 | ||||
30-Sep-13 | $ | 343,207 | |||
In August 2013, Luiz Valdetaro, the Chief Technology Officer of the Company, transferred 1,000,000 shares of VCSY common stock owned by him to Lakeshore (valued at $47,000) in connection with an option for Lakeshore to return shares of common stock of NOW Solutions in Lakeshore’s possession representing a 25% ownership interest in NOW Solutions (see “Option for the Return of Common Shares of NOW Solutions and Forbearance Agreement” in Note 3). The Company has recognized this transaction as a 1,000,000 share cancellation by Luiz Valdetaro, and a 1,000,000 share issuance to Lakeshore, valued at $47,000. | |||||
Also, in August 2013, the Company and Luiz Valdetaro, the Chief Technology Officer of the Company, entered into an indemnity and reimbursement agreement whereby the Company agreed to reimburse and indemnify an officer of the Company for 1,000,000 shares of VCSY common stock owned by him that he transferred to Lakeshore on the Company’s behalf. Under the agreement, the Company is obligated to reimburse the officer with 1,000,000 shares of VCSY common stock within 1 year (see Note 4). | |||||
Legal_Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Legal Matters and Contingencies [Text Block] | ' |
Note 8. Legal Proceedings | |
We are involved in the following ongoing legal matters: | |
On November 18, 2009, we sued InfiniTek Corporation (“InfiniTek”) in the Texas State District Court in Fort Worth, Texas for breach of contract and other claims (the “Texas Action”) seeking equitable relief and unspecified damages when a dispute between the Company and InfiniTek was not resolved. All agreements with InfiniTek have been cancelled. On January 15, 2010, InfiniTek filed a counter-claim for non-payment of amounts billed. InfiniTek claimed it was owed $195,000 plus lost opportunity costs of not less than $220,000. | |
On April 7, 2010, we were served with a lawsuit filed by InfiniTek in the California Superior Court in Riverside, California seeking damages in excess of $76,303 for breach of contract and lost profit (the “California Action”). This lawsuit related to one of the causes of action and the same set of underlying facts, as those in the Texas legal action. On May 7, 2010, we filed a motion to dismiss this action. On July 14, 2010, the court denied our motion. On August 13, 2010, we filed an answer to InfiniTek’s complaint, including a denial and affirmative defenses. | |
On December 31, 2011, the Company and InfiniTek entered into a settlement agreement whereby the Texas Action and the California Action were both dismissed. Pursuant to the terms of the settlement agreement, Vertical agreed to pay InfiniTek $82,500 in three equal installments with the last payment due by or before August 5, 2012. Upon full payment, InfiniTek shall transfer and assign ownership of the NAVPath software developed by InfiniTek for use with NOW Solutions emPath® software application and Microsoft Dynamics NAV (formerly Navision) business solution platform. The amounts in dispute were included in our accounts payable and accrued liabilities and have been adjusted to the settlement amount of $82,500 at December 31, 2011. The Company has made $37,500 in payments due under the settlement agreement as of November 16, 2012 and each party is alleging the other party is in breach of the settlement agreement. We are currently seeking to resolve all disputes with InfiniTek. | |
On November 15, 2010, we filed a lawsuit in the Federal District Court for the Eastern District of Texas (the “Vertical Action”) against Interwoven, Inc. ("Interwoven"), LG Electronics MobileComm U.S.A., Inc., LG Electronics, Inc., Samsung Electronics Co., Ltd. and Samsung Electronics America, Inc. (collectively, the "Defendants"). We sued the Defendants for patent infringement claims under United States Patent No. 6,826,744 (“System and Method for Generating Web Sites in an Arbitrary Object Framework”) and United States Patent No. 7,716,629 (“System and Method for Generating Web Sites in an Arbitrary Object Framework”) (collectively the “the Patents-in-Suit”), both of which are owned by the Company. We seek an award of monetary damages and other relief. The case is styled Vertical Computer Systems, Inc. v Interwoven, Inc., LG Electronics Mobilecomm U.S.A., Inc., No. 2:10-CV-00490. | |
On November 17, 2010, we were served with a lawsuit filed on October 14, 2010 by Interwoven in the United States District Court for the Northern District of California (the “Interwoven Action”). This lawsuit was instituted as a complaint for declaratory judgment, in which Interwoven requested that the court find that no valid and enforceable claim of either of the two patents referenced above has been infringed by Interwoven. The case is styled Interwoven, Inc. v Vertical Computer Systems, Inc. No. 3:10-CV-4645-RS. | |
On January 11, 2011, Samsung Electronics Co., Ltd. and Samsung Electronics America, Inc. (“Samsung”) filed a lawsuit in the United States District Court for the Northern District of California seeking to consolidate its lawsuit with the Interwoven Action. This case is styled Samsung Electronics Co., Ltd. and Samsung Electronics America, Inc., v. Vertical Computer Systems, Inc., No. 3:11-CV-00189-RS. | |
On May 2, 2011, the United States District Court for the Northern District of California denied Vertical’s renewed motion to transfer the Interwoven Action to the Eastern District of Texas and granted Vertical's motion to transfer the lawsuit filed by Samsung in the Northern District of California to the Eastern district in Texas. On May 11, 2011, the United States District Court for the Eastern District of Texas granted Interwoven’s motion to transfer the case to the Northern District of California with respect to Interwoven and denied Samsung’s motion to transfer its case to the Northern district. | |
On December 30, 2011, the United States District Court for the Northern District of California issued a claims construction order in the Interwoven Action concerning the terms found in the claims of the Patents-in-Suit. | |
On October 12, 2012, the United States Patent and Trademark Office (“USPTO”) issued an ex parte reexamination certificate of United States Patent No. 7,716,629. In the ex parte reexamination certificate, Claims 21-36, 29, 30, and 32 were confirmed; Claims 1, 8, 11, 13, 28 and 31 were determined to be patentable as amended, Claims 2-6, 9, 10, 12, 14-17, 19 and 20, which were dependent on an amended claim, were determined to be patentable, and claims 7, 18 and 27 were not reexamined. | |
On October 25, 2012, the USPTO notified the Company of its intent to issue an ex parte reexamination certificate concerning the ex parte reexamination of United States Patent No. 6,826,744. In the notice of intent to issue ex parte reexamination certificate, the USPTO notified that the prosecution on the merits is closed in this ex parte reexamination proceeding and indicated that Claims 6, 8, 19, 22, 30, 32, 41, 44, 50, 51 were confirmed; Claims 1 and 26 were cancelled; Claims 12-17, 20, 34-39, 42 and 43 are not subject to reexamination; newly presented Claims 54-57 are patentable and continuation of patent claims amended: 2-5, 7, 9-11, 18, 21, 23-25, 27-29, 31, 33, 40, 45-49, 52 and 53. | |
On January 4, 2013, the United States District Court for the Northern District of California in the Interwoven Action denied Interwoven’s motion for summary judgment for unenforceability and invalidity of the Patents-in-Suit in its entirety. | |
On July 17, 2013, the United States District Court for the Northern District of California in the Interwoven Action ruled on Interwoven’s motion for summary judgment with respect to infringement and damages concerning the Patents-in-Suit. The court denied Interwoven’s motion for summary judgment on the issue of direct infringement and granted summary judgment in favor of Interwoven with respect to infringement on the doctrine of equivalents and with respect to indirect infringement. The court also granted in part and denied in part Interwoven’s motion to exclude certain expert witness testimony. | |
Discovery for the Interwoven Action has been completed. The trial date has been set for March 10, 2014. | |
On September 16, 2013, the United States District Court for the Eastern District of Texas issued a claims construction order in the Vertical Action concerning the terms found in the claims of the Patents-in-Suit. Discovery is ongoing. The trial date has been set for May 7, 2014. | |
On July 8, 2011, we were served with a lawsuit in the Texas State District Court in Dallas, Texas by Clark Consulting Services, Inc. (“CCS”) for breach of contract and other claims. CCS was seeking damages from us in excess of $133,750 plus attorney’s fees and interest. On August 8, 2011, we filed an answer denying CCS’s claims and setting forth affirmative defenses. In December 2011, the Company and CCS entered into a settlement agreement whereby the lawsuit was dismissed. Pursuant to the terms of the settlement agreement, the Company agreed to pay CCS $134,000, which was to be paid in installment payments. Due to the Company’s failure to make timely payments, an additional $60,000 was added to the outstanding balance. On October 26, 2012, we entered into an agreement under which we agreed to make monthly payments of $5,000 and pay the outstanding balance plus attorney’s fees and costs by February 1, 2013. As of December 31, 2012, the settlement amount of $149,000 has been included in accounts payable and accrued liabilities. During 2013, the parties entered into several agreements to extend the date by which the Company has to pay off the balance of the settlement amount whereby. Under these agreements, the Company agreed to make monthly payments of $10,000 (of which $2,500 of each payment would be applied as late fees) beginning in February 2013 through November 2013 until the outstanding balance has been paid. As of November 18, 2013, the Company has made payments of $105,000 and the outstanding settlement balance is $89,000. | |
On October 11 2012, Micro Focus (US), Inc. (“Micro Focus”) filed a lawsuit against NOW Solutions in the United States District Court for the southern division district of Maryland alleging breaches of its contractual obligations under an independent software agreement and copyright infringement. On January 28, 2013, NOW Solutions and Micro Focus entered into a settlement agreement whereby NOW Solutions agreed to pay Micro Focus $420,000, of which $25,000 was paid in January and the remaining $375,000 balance is to be paid under a promissory note bearing no interest and payable in three monthly installments of $15,000 beginning in February with the outstanding balance due on April 30, 2013. In connection with the settlement, the Company entered into a guaranty agreement with Micro Focus concerning NOW Solutions’ obligations under the promissory note. The Company did not make the $375,000 payment due to Micro Focus. On May 1, 2013, NOW Solutions received a notice of default concerning its failure to pay the $375,000 balance due under the promissory note. Micro Focus has a confession of judgment by NOW Solutions in connection with the promissory note for the outstanding balance due under the note, plus interest at 15% and reasonable attorney’s fees. On May 15, 2013, Vertical was served with a lawsuit in the Circuit Court for Montgomery County, Maryland by Micro Focus concerning the guaranty by Vertical to Micro Focus concerning NOW Solutions’ failure to make payment of the outstanding balance due under the promissory note. On July 3, 2013, NOW Solutions was served with a lawsuit for a confessed judgment in the Circuit Court for Montgomery County, Maryland by Micro Focus concerning NOW Solutions’ failure to make payment of the outstanding balance due under the promissory note. Micro Focus is seeking damages of $375,000, plus attorneys’ fees of $40,000, plus interest at 15% per annum from the date the lawsuit was filed. On August 13, 2013 the court entered an order to open, modify, and vacate Micro Focus' confessed judgment in the NOW Solutions action. On October 25, 2013, the court entered an order to consolidate Micro Focus’ lawsuits against Vertical and NOW Solutions into one lawsuit. Discovery is ongoing. We intend to resolve this matter with Micro Focus. The Company has accrued $420,000 related to this suit as of December 31, 2012 of which $339,190 is outstanding as of September 30, 2013. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 9. Subsequent Events | |
On October 3, 2013, the Company and Lakeshore further amended the Loan Agreement (see Note 3). Pursuant to this amendment, Lakeshore agreed to return shares of common stock of NOW Solutions in Lakeshore’s possession representing a 25% ownership interest in NOW Solutions (the “NOW Shares”). To pay for the return of the NOW Shares, the Company issued a promissory note (the “NOW Shares Note”) in the principal amount of $1,050,000, bearing interest at 9% and due on October 1, 2014 and paid a $100,000 transaction fee to Lakeshore. As additional consideration for the return of the NOW Shares, the Company is obligated to pay Lakeshore a bonus of 25% of NOW Solutions’ profits for the period that runs from March 15, 2013 through the earlier of the date the NOW Shares Note is paid or October 1, 2014, during which period the Company shall make $5,000 weekly payments to be applied to the foregoing bonus. In the event the NOW Shares Note is not timely paid, then the Company is obligated to transfer common stock representing a 20% ownership interest in NOW Solutions, SnAPPnet, Inc., VHS, and Priority Time to Lakeshore in lieu of paying the then-outstanding balance due under the NOW Shares Note. The Company has paid the transaction fee and made other payments to Lakeshore pursuant to the terms of the amendment and is in the process of clarifying ancillary terms of the amendment to the Loan Agreement with Lakeshore. | |
In October 2013, a third party lender loaned the Company $100,000. In connection with the loan, the Company has pledged to issue 1,000,000 common shares of the Company’s stock to the lender. | |
In October 2013, a third party lender loaned the Company $50,000. In connection with the loan, the Company has pledged to issue 1,000,000 common shares of the Company’s stock to the lender to secure the loan. | |
On November 5, 2013, the United States Patent and Trademark Office granted us a patent (No. 8,578,266.) for an invention for a “Method and System for Providing a Framework for Processing Markup Language Documents.” The patent is related to the Emily™ XML scripting language. | |
For subsequent events involving litigation, please see “Legal Proceedings” in Note 8. | |
Organization_Basis_of_Presenta1
Organization, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Earnings Per Share, Policy [Policy Text Block] | ' |
Earnings per share | |
Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock and convertible debentures is computed using the if-converted method, which assumes conversion at the beginning of the year. | |
For the nine months ended September 30, 2013 and 2012, common stock equivalents related to the convertible debentures, convertible debt and preferred stock and stock derivative liability were not included in the calculation of the diluted earnings per share as their effect would be anti-dilutive. | |
Reclassification, Policy [Policy Text Block] | ' |
Reclassifications | |
Certain reclassifications have been made to the prior periods to conform to the current period presentation. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recently Issued Accounting Pronouncements | |
In February 2013, the FASB issued ASU 2013-02 "Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income" (ASU 2013-02). ASU 2013-02 amends ASU 2011-05 and requires that entities disclose additional information about amounts reclassified out of Accumulated Other Comprehensive Income (AOCI) by component. Significant amounts reclassified out of AOCI are required to be presented either on the face of the Consolidated Statements of Income and Comprehensive Income or in the notes to the financial statements. The requirements of ASU 2013-02 are effective for fiscal years and interim periods in those years beginning after December 15, 2012. The Company does not expect the adoption of ASU 2013-02 to have a material impact on the Company’s consolidated financial statements. | |
Notes_Payable_Tables
Notes Payable (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Third Party Debt Activity and Convertible Debt [Table Text Block] | ' | ||||
The following table reflects our third party debt activity, including our convertible debt, for the nine months ended September 30, 2013: | |||||
Total debt as of December 31, 2012 | $ | 3,705,678 | |||
Repayments of third party notes | -1,470,192 | ||||
Borrowings from third parties | 2,059,150 | ||||
Adjustment for reapplication of payments | 4,061 | ||||
Total debt as of September 30, 2013 | $ | 4,298,697 | |||
Unamortized discounts | -8,054 | ||||
Total debt, net of unamortized discounts as of September 30, 2013 | $ | 4,290,643 | |||
Derivative_Liability_and_Fair_1
Derivative Liability and Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | ' | ||||||||||
The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2013 and December 31, 2012: | |||||||||||
Fair value measurements on a recurring basis | |||||||||||
Level 1 | Level 2 | Level 3 | |||||||||
As of September 30, 2013: | |||||||||||
Liabilities | |||||||||||
Stock derivative – 1,309,983 shares | $ | 64,844 | $ | - | $ | - | |||||
Stock derivative – 1,000,000 shares | $ | 49,501 | $ | - | $ | - | |||||
As of December 31, 2012: | |||||||||||
Liabilities | |||||||||||
Stock derivative – 1,309,983 shares | $ | 31,440 | $ | - | $ | - | |||||
Common_and_Preferred_Stock_Tra1
Common and Preferred Stock Transactions (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Stockholders' Equity Note [Abstract] | ' | ||
Schedule of Stock Options Warrants and Preferred Shares [Table Text Block] | ' | ||
As of the date of this report, we have determined that we currently have (i) the following shares of common stock issued, and (ii) outstanding shares of preferred stock which are convertible into the shares of common stock indicated below and a contractual commitment to issue the shares of common stock indicated below: | |||
997,485,151 | Common Stock Granted and Outstanding | ||
2,050,000 | Common Stock Granted and Outstanding, but not vested | ||
2,309,983 | Common Shares Company Is Obligated to Reimburse to officers of the Company for pledged shares sold and transferred on the Company’s behalf) | ||
24,250,000 | Common Shares convertible from Preferred Series A Stock (48,500 shares outstanding) | ||
27,274 | Common Shares convertible from Preferred Series B Stock (7,200 shares outstanding) | ||
5,000,000 | Common Shares convertible from Preferred Series C Stock (50,000 shares outstanding) | ||
94,700 | Common Shares convertible from Preferred Series D Stock (25,000 shares outstanding) | ||
1,031,217,108 | Total Common Shares Outstanding and Accounted For/Reserved | ||
Stock_Options_Warrants_and_Res1
Stock Options, Warrants and Restricted Stock Awards (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | ' | |||||||
A summary of the activity of the restricted stock for the nine months ended September 30, 2013 is shown below. | ||||||||
Weighted | ||||||||
Average Grant- | ||||||||
Shares | Date Fair Value | |||||||
Non Vested Balance at December 31, 2012 | 1,100,000 | $ | 0.0186 | |||||
Granted | 1,500,000 | 0.03 | ||||||
Vested | -550,000 | 0.0186 | ||||||
Forfeited/Cancelled | - | - | ||||||
Non Vested Balance at September 30, 2013 | 2,050,000 | $ | 0.0269 | |||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Related Party Transactions [Abstract] | ' | ||||
Schedule of Related Party Transactions [Table Text Block] | ' | ||||
The following table reflects our related party debt activity for the nine months ended September 30, 2013: | |||||
31-Dec-12 | $ | 724,790 | |||
Repayments of related party notes | -381,583 | ||||
30-Sep-13 | $ | 343,207 | |||
Organization_Basis_of_Presenta2
Organization, Basis of Presentation and Significant Accounting Policies (Details Textual) | Sep. 30, 2013 |
Government Internet Systems Inc [Member] | ' |
Noncontrolling Interest, Ownership Percentage by Parent | 84.50% |
Priority Time Systems Inc [Member] | ' |
Noncontrolling Interest, Ownership Percentage by Parent | 90.00% |
Going_Concern_Details_Textual
Going Concern (Details Textual) (USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Working Capital Deficit | $13.40 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Total debt as of December31,2012 | $3,705,678 | ' |
Repayments of third party notes | -1,470,192 | -185,434 |
Borrowings from third parties | 2,059,150 | 742,405 |
Adjustment for reapplication of payments | 4,061 | 9,353 |
Total debt as of September 30, 2013 | 4,298,697 | ' |
Unamortized discounts | -8,054 | ' |
Total debt, net of unamortized discounts as of September 30, 2013 | $4,290,643 | ' |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | |||||||||||
Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 09, 2013 | Jan. 09, 2013 | Sep. 30, 2013 | Feb. 15, 2013 | Mar. 15, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | |
Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Now Solutions [Member] | Lakeshore Investments Llc [Member] | Lakeshore Investments Llc [Member] | Lakeshore Investments Llc [Member] | Lakeshore Investments Llc [Member] | Lakeshore Investments Llc [Member] | Lakeshore Investments Llc [Member] | Lakeshore Investments Llc [Member] | SiteFlash technology [Member] | SiteFlash technology [Member] | Vertical Healthcare Solutions Inc [Member] | Vertical Healthcare Solutions Inc [Member] | ||||
Minimum [Member] | Maximum [Member] | Tara Financial Services and Robert Farias [Member] | Note 1 [Member] | Note 2 [Member] | Stage One [Member] | Stage Two [Member] | Stage Three [Member] | Minimum [Member] | Maximum [Member] | Series B Preferred Stock [Member] | ||||||||
Short-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $150,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | 1,759,150 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' |
Debt Instrument, Fee Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' |
Preferred Stock, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 |
Share Issued With Debt, Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' |
Shares Issued With Debt, Stock Value | ' | 19,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,700 | ' |
Amortization of Debt Discount (Premium) | ' | 16,646 | 50,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Other Debt | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ' | 10.00% | 11.00% | ' | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Paid | ' | 223,624 | 246,263 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | 1,470,192 | 185,434 | ' | ' | ' | ' | ' | ' | 90,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' |
Repayments of Certain Party Debt | ' | ' | ' | ' | ' | ' | 1,759,150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note Maturity Year | ' | ' | ' | ' | ' | ' | ' | '10-year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | ' | 24,232 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal Payments to Release Collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 290,000 | 590,000 | 890,000 | ' | ' | ' | ' |
Interest in Net Claim Proceeds | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | 5.00% | 8.00% | ' | ' |
Percentage of Royalty on Gross Sales | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual Threshold for Payment of Royalties | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount Accrued for Payment of Royalties | ' | ' | ' | ' | ' | ' | ' | ' | 27,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remedy for Principal Payment | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 25.00% | ' | ' | ' | ' | ' | ' | ' |
Forbearance Fees for Return of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | 82,825 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fee for the Return of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsidiary Profit Participation Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregated Forbearance Fees | ' | ' | ' | ' | ' | ' | ' | ' | 129,825 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forbearance Fees Paid With Common Stock Shares | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forbearance Fees Paid With Common Stock | $47,000 | $47,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Liability_and_Fair_2
Derivative Liability and Fair Value Measurements (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Derivative 1 [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Stock derivative | $64,844 | $31,440 |
Derivative 1 [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Stock derivative | 0 | 0 |
Derivative 1 [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Stock derivative | 0 | 0 |
Derivative 2 [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Stock derivative | 49,501 | ' |
Derivative 2 [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Stock derivative | 0 | ' |
Derivative 2 [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Stock derivative | $0 | ' |
Derivative_Liability_and_Fair_3
Derivative Liability and Fair Value Measurements (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2008 | |
Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | |||||
Potential Debt Conversion, Converted Instrument, Shares Issued | ' | 2,309,983 | ' | ' | 1,309,983 | 1,309,983 | 3,000,000 |
Derivative Liabilities, Current | ' | $114,345 | ' | $31,440 | ' | ' | ' |
Derivative, Loss on Derivative | $47,000 | $35,905 | $655 | ' | ' | ' | ' |
Forbearance Fees Paid With Common Stock Shares | 1,000,000 | ' | ' | ' | ' | ' | ' |
Remedy For Principal Payment | 25.00% | ' | ' | ' | ' | ' | ' |
Common_and_Preferred_Stock_Tra2
Common and Preferred Stock Transactions (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Common Stock Granted and Outstanding | 997,485,151 |
Common Stock Granted and Outstanding, but not vested | 2,050,000 |
Common Shares Company Is Obligated to Reimburse to an officer of the Company for Pledged Shares (for officerbs Pledged Shares Sold on the Companybs behalf) | 2,309,983 |
Total Common Shares Outstanding and Accounted For/Reserved | 1,031,217,108 |
Series A Preferred Stock [Member] | ' |
Common Shares convertible from Preferred Series | 24,250,000 |
Series B Preferred Stock [Member] | ' |
Common Shares convertible from Preferred Series | 27,274 |
Series C Preferred Stock [Member] | ' |
Common Shares convertible from Preferred Series | 5,000,000 |
Series D Preferred Stock [Member] | ' |
Common Shares convertible from Preferred Series | 94,700 |
Common_and_Preferred_Stock_Tra3
Common and Preferred Stock Transactions (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||
Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
Third Party Lender [Member] | Third Party Lender [Member] | Employee Stock Option [Member] | Consultant [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Common Stock [Member] | |||||
Vertical Healthcare Solutions Inc [Member] | |||||||||||||||||
Shares Issued With Debt Of Common Stock Shares | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued With Debt Of Common Stock Value | ' | ' | ' | ' | ' | $19,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Debt | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forbearance Fees Paid With Common Stock Shares | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forbearance Fees Paid With Common Stock | 47,000 | 47,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remedy For Principal Payment | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased and Retired During Period, Shares | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 |
Common Stock Reimbursement Period | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | 550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | ' | ' | 10,226 | 45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | ' | 1,500,000 | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt, Current | ' | $30,000 | ' | $30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity, Shares Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 48,500 | 48,500 | 7,200 | 7,200 | 50,000 | 50,000 | 25,000 | 25,000 | ' |
Common Stock, Shares Authorized | ' | 1,000,000,000 | ' | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Obligations in Excess Shares Authorized | ' | 31,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock_Options_Warrants_and_Res2
Stock Options, Warrants and Restricted Stock Awards (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Shares, Non Vested Balance at beginning of period | 1,100,000 |
Shares, Granted | 1,500,000 |
Shares, Vested | -550,000 |
Shares, Forfeited/Cancelled | 0 |
Shares, Non Vested Balance at end of period | 2,050,000 |
Weighted Average Grant-Date Fair Value, Non Vested Balance at beginning of period | $0.02 |
Weighted Average Grant-Date Fair Value, Granted | $0.03 |
Weighted Average Grant-Date Fair Value, Vested | $0.02 |
Weighted Average Grant-Date Fair Value, Forfeited/Cancelled | $0 |
Weighted Average Grant-Date Fair Value, Non Vested Balance at end of period | $0.03 |
Stock_Options_Warrants_and_Res3
Stock Options, Warrants and Restricted Stock Awards (Details Textual) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized, Share-based Awards Other than Options | $26,902 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized, Period for Recognition | '2 years |
Consultant [Member] | ' |
Stock Granted, Value, Share-based Compensation, Gross | $45,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Beginning Balance | $724,790 | ' |
Repayments of related party notes | -381,583 | -5,066 |
Ending Balance | $343,207 | ' |
Related_Party_Transactions_Det1
Related Party Transactions (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' |
Forbearance Fees Paid With Common Stock Shares | 1,000,000 | ' | ' |
Forbearance Fees Paid With Common Stock | $47,000 | $47,000 | $0 |
Remedy For Principal Payment | 25.00% | ' | ' |
Common Stock Reimbursement Period | '1 year | ' | ' |
Stock Repurchased and Retired During Period, Shares | 1,000,000 | ' | ' |
Robert Farias [Member] | Note 1 [Member] | ' | ' | ' |
Debt Instrument, Face Amount | ' | 274,679 | ' |
Robert Farias [Member] | Note 2 [Member] | ' | ' | ' |
Debt Instrument, Face Amount | ' | $90,000 | ' |
Legal_Proceedings_Details_Text
Legal Proceedings (Details Textual) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 16, 2012 | Aug. 05, 2012 | Dec. 31, 2011 | Jan. 15, 2010 | Nov. 18, 2009 | Apr. 07, 2010 | Oct. 26, 2012 | Sep. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Jul. 08, 2011 | Dec. 31, 2011 | Jan. 28, 2013 | Jan. 28, 2013 | Jan. 28, 2013 | Jan. 28, 2013 | |
November 18, 2013 [Member] | Micro Focus [Member] | Micro Focus [Member] | Micro Focus [Member] | Micro Focus [Member] | Infinitek Corporation [Member] | Infinitek Corporation [Member] | Infinitek Corporation [Member] | Infinitek Corporation [Member] | Infinitek Corporation [Member] | Infinitek Corporation [Member] | Clark Consulting Services Inc [Member] | Clark Consulting Services Inc [Member] | Clark Consulting Services Inc [Member] | Clark Consulting Services Inc [Member] | Clark Consulting Services Inc [Member] | Clark Consulting Services Inc [Member] | Now Solutions, Inc [Member] | Now Solutions, Inc [Member] | Now Solutions, Inc [Member] | Now Solutions, Inc [Member] | |
July 1, 2013 [Member] | May 1, 2013 [Member] | Texas Action [Member] | Texas Action [Member] | California Action [Member] | Texas Action [Member] | Texas Action [Member] | Micro Focus [Member] | Micro Focus [Member] | Micro Focus [Member] | Micro Focus [Member] | |||||||||||
First Installment [Member] | Monthly Installment Payments [Member] | Final Installment Payments [Member] | |||||||||||||||||||
Loss Contingency, Damages Sought, Value | ' | ' | ' | ' | ' | ' | ' | ' | $195,000 | ' | $76,303 | ' | ' | ' | ' | $133,750 | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 15.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Litigation Settlement, Amount | 105,000 | ' | ' | ' | ' | ' | 82,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 134,000 | 420,000 | 25,000 | 15,000 | 375,000 |
Loss Contingency, Name of Defendant | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'InfiniTek Corporation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Loss in Period | ' | ' | ' | ' | ' | ' | ' | ' | 220,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued liabilities | 89,000 | 339,190 | 420,000 | ' | ' | ' | ' | 82,500 | ' | ' | ' | ' | ' | ' | 149,000 | ' | ' | ' | ' | ' | ' |
Loss Contingency, Monthly Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency Late Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Additional Payment, Consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency Accrual, Carrying Value, Payments | ' | ' | ' | ' | ' | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Guaranty of Debt Obligation | ' | ' | ' | 375,000 | 375,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Attorneys' fees | ' | ' | ' | $40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 09, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Third Party Lender [Member] | Third Party Lender To Secure Loan [Member] | Lakeshore Investments Llc [Member] | Lakeshore Investments Llc [Member] | Lakeshore Investments Llc [Member] | |||
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||
Remedy For Principal Payment | ' | 25.00% | ' | ' | ' | ' | 25.00% |
Debt Instrument, Fee Amount | ' | ' | ' | ' | ' | ' | $100,000 |
Debt Instrument, Face Amount | ' | ' | 100,000 | 50,000 | 1,759,150 | ' | 1,050,000 |
Common Stock Shares Committed To Issue | ' | ' | 1,000,000 | ' | ' | ' | ' |
Common Stock Shares Committed To Issue 1 | ' | ' | ' | 1,000,000 | ' | ' | ' |
Debt Instrument, Interest Rate During Period | 10.00% | ' | ' | ' | 11.00% | ' | 9.00% |
Subsidiary Profit Participation Percentage | ' | ' | ' | ' | ' | 25.00% | 25.00% |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | 1-Oct-14 |
Periodic Payment Towards Profit Participation | ' | ' | ' | ' | ' | ' | $5,000 |
Remedy For Payment Defaults Under Promissory Note | ' | ' | ' | ' | ' | ' | 20.00% |