Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 15, 2014 | Jun. 30, 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-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $27,133,863 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $162,709 | $111,851 |
Accounts receivable, net of allowance for bad debts of $83,326 and $52,100 | 562,831 | 440,195 |
Prepaid expenses and other current assets | 87,930 | 115,777 |
Total current assets | 813,470 | 667,823 |
Property and equipment, net of accumulated depreciation of $1,028,102 and $1,021,595 | 22,596 | 27,062 |
Intangible assets, net of accumulated amortization of $259,835 and $217,670 | 992,996 | 871,721 |
Deposits and other assets | 31,520 | 15,346 |
Total assets | 1,860,582 | 1,581,952 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 9,763,921 | 9,158,787 |
Accounts payable to related parties | 23,594 | 0 |
Bank overdraft | 1,928 | 9,624 |
Deferred revenue | 2,317,989 | 2,614,714 |
Derivative liabilities | 263,340 | 31,440 |
Convertible debentures | 30,000 | 30,000 |
Current portion-notes payable | 3,006,561 | 2,486,810 |
Current portion-notes payable to related parties | 344,158 | 724,790 |
Total current liabilities | 15,751,491 | 15,056,165 |
Non-current portion - notes payable | 1,505,951 | 1,188,868 |
Total liabilities | 17,257,442 | 16,245,033 |
Convertible Cumulative Preferred stock | 9,902,024 | 9,902,024 |
Stockholders’ Deficit | ' | ' |
Common stock: $0.00001 par value, 1,000,000,000 shares authorized 998,985,151 and 997,935,151 shares issued and outstanding as of December 31, 2013 and 2012 | 9,990 | 9,979 |
Additional paid-in capital | 19,420,513 | 19,254,154 |
Accumulated deficit | -45,691,721 | -43,198,107 |
Accumulated other comprehensive income - foreign currency translation | -118,548 | -367,008 |
Total Vertical Computer Systems, Inc. stockholders' deficit | -26,379,766 | -24,300,982 |
Noncontrolling interest | 1,080,882 | -264,123 |
Total stockholders’ deficit | -25,298,884 | -24,565,105 |
Total liabilities and stockholders’ deficit | 1,860,582 | 1,581,952 |
Series A Preferred Stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Convertible Cumulative Preferred stock | 9,700,000 | 9,700,000 |
Series B Preferred Stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Convertible Cumulative Preferred stock | 246 | 246 |
Series C Preferred Stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Convertible Cumulative Preferred stock | 200,926 | 200,926 |
Series D Preferred Stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Convertible Cumulative Preferred stock | $852 | $852 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Allowance for bad debts (in dollars) | $83,326 | $52,100 |
Accumulated depreciation, property and equipment (in dollars) | 1,028,102 | 1,021,595 |
Accumulated amortization (in dollars) | $259,835 | $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 | 998,985,151 | 997,935,151 |
Common stock, shares, outstanding | 998,985,151 | 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 INCOME (LOSS) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ' | ' |
Licensing and software | $822,720 | $1,000 |
Software maintenance | 4,310,909 | 4,561,726 |
Consulting services | 431,395 | 369,425 |
Hosting and Software as a Service | 403,391 | 456,205 |
Other | 88,611 | 82,678 |
Total Revenues | 6,057,026 | 5,471,034 |
Cost of Revenues | -2,445,628 | -2,905,604 |
Gross Profit | 3,611,398 | 2,565,430 |
Operating Expenses: | ' | ' |
Selling, general and administrative expenses | 3,593,074 | 3,190,038 |
Depreciation and amortization | 53,347 | 60,313 |
Bad debt expense | 51,955 | 75,683 |
Gain on settlement of trade payables | -334,100 | 0 |
Total operating expenses | 3,364,276 | 3,326,034 |
Operating income (loss) | 247,122 | -760,604 |
Other Income (Expense): | ' | ' |
Loss on derivative liabilities | -231,901 | -7,205 |
Forbearance fees | -327,867 | -80,721 |
Loss on debt extinguishment | 0 | -20,000 |
Loss on loan remedy resulting from issuance of noncontrolling interest | -1,457,240 | 0 |
Interest income | 24 | 20 |
Interest expense | -832,949 | -686,886 |
Net loss | -2,602,811 | -1,555,396 |
Net loss attributable to noncontrolling interest | 109,197 | 65,416 |
Net loss attributable to Vertical Computer Systems, Inc. | -2,493,614 | -1,489,980 |
Dividend applicable to preferred stock | -588,000 | -588,000 |
Net loss applicable to common stockholders | -3,081,614 | -2,077,980 |
Basic and diluted loss per share (in dollars per share) | $0 | $0 |
Basic and diluted weighted average common shares outstanding (in shares) | 997,957,617 | 997,770,670 |
Comprehensive income (loss): | ' | ' |
Net loss | -2,602,811 | -1,555,396 |
Translation adjustments | 248,460 | -96,110 |
Comprehensive loss | -2,354,351 | -1,651,506 |
Comprehensive loss attributable to noncontrolling interest | 109,197 | 65,416 |
Comprehensive loss attributable to Vertical Computer Systems, Inc. | ($2,245,154) | ($1,586,090) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS 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, 2011 | ($22,812,539) | $9,973 | $19,240,060 | ($41,708,127) | ($155,738) | ($198,707) |
Balances (in shares) at Dec. 31, 2011 | ' | 997,335,151 | ' | ' | ' | ' |
Issuance of common stock for services | 14,100 | 6 | 14,094 | 0 | 0 | 0 |
Issuance of common stock for services (in shares) | ' | 600,000 | ' | ' | ' | ' |
Other comprehensive income Translation adjustment | -211,270 | 0 | 0 | 0 | -211,270 | 0 |
Loss on loan remedy resulting from issuance of noncontrolling interest | 0 | ' | ' | ' | ' | ' |
Net loss | -1,555,396 | 0 | 0 | -1,489,980 | 0 | -65,416 |
Balances at Dec. 31, 2012 | -24,565,105 | 9,979 | 19,254,154 | -43,198,107 | -367,008 | -264,123 |
Balances (in shares) at Dec. 31, 2012 | ' | 997,935,151 | ' | ' | ' | ' |
Shares issued for stock compensation that was previously accrued | 55,226 | 21 | 55,205 | 0 | 0 | 0 |
Shares issued for stock compensation that was previously accrued (in shares) | ' | 2,050,000 | ' | ' | ' | ' |
Shares issued with debt | 64,144 | 15 | 64,129 | 0 | 0 | 0 |
Shares issued with debt (in shares) | ' | 1,500,000 | ' | ' | ' | ' |
Shares issued for forbearance fees | 47,000 | 10 | 46,990 | 0 | 0 | 0 |
Shares issued for forbearance fees (in shares) | ' | 1,000,000 | ' | ' | ' | ' |
Stock returned and cancelled | 0 | -35 | 35 | 0 | 0 | 0 |
Stock returned and cancelled (in shares) | ' | -3,500,000 | ' | ' | ' | ' |
Other comprehensive income Translation adjustment | 245,422 | 0 | 0 | 0 | 248,460 | -3,038 |
Loss on loan remedy resulting from issuance of noncontrolling interest | -1,457,240 | 0 | 0 | 0 | 0 | 1,457,240 |
Net loss | -2,602,811 | 0 | 0 | -2,493,614 | 0 | -109,197 |
Balances at Dec. 31, 2013 | ($25,298,884) | $9,990 | $19,420,513 | ($45,691,721) | ($118,548) | $1,080,882 |
Balances (in shares) at Dec. 31, 2013 | ' | 998,985,151 | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($2,602,811) | ($1,555,396) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Loss on loan remedy resulting from issuance of noncontrolling interest | 1,457,240 | 0 |
Depreciation and amortization | 53,347 | 60,313 |
Amortization of debt discounts | 69,144 | 50,300 |
Loss on derivatives | 231,901 | 7,205 |
Forbearance fees paid with common stock | 47,000 | 0 |
Bad debt expense | 51,955 | 75,683 |
Gain on settlement of trade payables | -334,100 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -201,199 | -47,754 |
Prepaid expense and other assets | 38,281 | -33,957 |
Accounts payable and accrued liabilities | 993,333 | 1,248,169 |
Accounts payable to related parties | 23,594 | 0 |
Deferred revenue | -296,725 | 65,000 |
Net cash used in operating activities | -469,040 | -130,437 |
Cash flows from investing activities: | ' | ' |
Software development | -163,367 | -219,706 |
Purchase of equipment | -6,601 | -4,044 |
Net cash used in investing activities | -169,968 | -223,750 |
Cash flows from financing activities: | ' | ' |
Payments on notes payable | -1,480,426 | -334,895 |
Borrowings on notes payable | 2,314,150 | 764,244 |
Payments on related party debt | -382,455 | -6,425 |
Borrowings on related party debt | 872 | 36,000 |
Payments on debt extinguishment | 0 | -20,000 |
Bank overdraft | -7,697 | -10,777 |
Net cash provided by financing activities | 444,444 | 428,147 |
Effect of changes in exchange rates on cash | 245,422 | -94,561 |
Net increase (decrease) in cash and cash equivalents | 50,858 | -20,601 |
Cash and cash equivalents, beginning of period | 111,851 | 132,452 |
Cash and cash equivalents, end of period | 162,709 | 111,851 |
Supplemental Disclosure of Cash Flows Information: | ' | ' |
Cash paid for interest | 266,612 | 367,719 |
Cash paid for income taxes | 0 | 0 |
Non-cash Investing and Financing Activities: | ' | ' |
Common shares issued for accrued stock compensation | 55,226 | 14,100 |
Conversion of accrued interest to notes payable | 0 | 65,129 |
Common shares issued with debt | 64,144 | 0 |
Common shares cancelled | 35 | 0 |
Adjustment to debt principal due to reapplication of payments | 4,061 | 9,353 |
Loan commitment fees accrued | $5,000 | $0 |
Organization_Basis_of_Presenta
Organization, Basis of Presentation and Significant Accounting Policies | 12 Months Ended | |||||||||||||||||||
Dec. 31, 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 | ||||||||||||||||||||
Nature of Business | ||||||||||||||||||||
Vertical Computer Systems, Inc. was incorporated in Delaware in March 1992. We are a multinational provider of application software, software services, Internet core technologies, and derivative software application products through our distribution network. Our business model combines complementary, integrated software products, internet core technologies, and a multinational distribution system of partners, in order to create a distribution matrix that is capable of penetrating multiple sectors through cross selling our products and services. We operate one business segment. | ||||||||||||||||||||
Basis of Presentation | ||||||||||||||||||||
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 75% owned subsidiary and SnAPPnet, Inc. (“SnAPPnet”), 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 inactive and Vertical Healthcare Solutions, Inc. (“VHS”), 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. To date, we have generated revenues primarily from software licenses, software as a service, consulting fees and maintenance agreements from NOW Solutions and SnAPPnet and patent licenses from Vertical Computer Systems, the parent company. | ||||||||||||||||||||
Principles of Consolidation | ||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting. | ||||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||
Cash equivalents are highly liquid investments with an original maturity of three months or less. | ||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||
Our revenue recognition policies are in accordance with standards on software revenue recognition, which includes guidance on revenue arrangements with multiple deliverables and arrangements that include the right to use of software stored on another entity’s hardware. | ||||||||||||||||||||
In the case of non-software arrangements, we apply the guidance on revenue arrangements with multiple deliverables and wherein multiple elements are allocated to each element based on the element’s relative fair value. Revenue allocated to separate elements is recognized for each element in accordance with our accounting policies described below. If we cannot account for items included in a multiple-element arrangement as separate units of accounting, they are combined and accounted for as a single unit of accounting and generally recognized as the undelivered items or services are provided to the customer. | ||||||||||||||||||||
Consulting. We provide consulting services, primarily implementation and training services, to our clients using a time and materials pricing methodology. The Company prices its delivery of consulting services on a time and materials basis where the customer is either charged an agreed-upon daily rate plus out-of-pocket expenses or an hourly rate plus out-of-pocket expenses. In this case, the Company is paid fees and other amounts generally on a monthly basis or upon the completion of the deliverable service and recognizes revenue as the services are performed. | ||||||||||||||||||||
Software License. We sell concurrent perpetual software licenses to our customers. The license gives the customer the right to use the software without regard to a specific term. We recognize the license revenue upon execution of a contract and delivery of the software, provided the license fee is fixed and determinable, no significant production, modification or customization of the software is required and collection is considered probable by management. When the software license arrangement requires the Company to provide consulting services that are essential to the functionality of the software, the product license revenue is recognized upon the acceptance by the customer and consulting fees are recognized as services are performed. | ||||||||||||||||||||
Software licenses are generally sold as part of a multiple element arrangement that may include maintenance and, under a separate agreement, consulting services. The consulting services are generally performed by the Company, but the customer may use a third-party to perform those. We consider these separate agreements as being negotiated as a package. The Company determines whether there is vendor specific objective evidence of fair value (‘‘VSOEFV’’) for each element identified in the arrangement to determine whether the total arrangement fees can be allocated to each element. If VSOEFV exists for each element, the total arrangement fee is allocated based on the relative fair value of each element. In cases where there is not VSOEFV for each element, or if it is determined that services are essential to the functionality of the software being delivered, we initially defer revenue recognition of the software license fees until VSOEFV is established or the services are performed. However, if VSOEFV is determinable for all of the undelivered elements, and assuming the undelivered elements are not essential to the delivered elements, we will defer recognition of the full fair value related to the undelivered elements and recognize the remaining portion of the arrangement value through application of the residual method. Where VSOEFV has not been established for certain undelivered elements, revenue for all elements is deferred until those elements have been delivered or their fair values have been determined. Evidence of VSOEFV is determined for software products based on actual sales prices for the product sold to a similar class of customer and based on pricing strategies set forth in the Company’s standard pricing list. Evidence of VSOEFV for consulting services is based upon standard billing rates and the estimated level of effort for individuals expected to perform the related services. The Company establishes VSOEFV for maintenance agreements using the percentage method such that VSOEFV for maintenance is a percentage of the license fee charged annually for a specific software product, which in most instances is 18% of the portion of arrangement fees allocated to the software license element. | ||||||||||||||||||||
Maintenance Revenue. In connection with the sale of a software license, a customer may elect to purchase software maintenance services. Most of the customers that purchase software licenses from us also purchase software maintenance services. These maintenance services are typically renewed on an annual basis. We charge an annual maintenance fee, which is typically a percentage of the initial software license fee and may be increased from the prior year amount based on inflation or other agreed upon percentage. The annual maintenance fee generally is paid to the Company at the beginning of the maintenance period, and we recognize these revenues ratably over the term of the related contract. | ||||||||||||||||||||
While most of our customers pay for their annual maintenance at the beginning of the maintenance period, a few customers have payment terms that allow them to pay for their annual maintenance on a quarterly or monthly basis. If the annual maintenance fee is not paid at the beginning of the maintenance period (or at the beginning of the quarter or month for those few maintenance customers), we will ratably recognize the maintenance revenue if management believes the collection of the maintenance fee is imminent. Otherwise, we will defer revenue recognition until the time that the maintenance fee is paid by the customer. We normally continue to provide maintenance service while awaiting payment from customers. When the payment is received, revenue is recognized for the period that revenue was previously deferred. This may result in volatility in software maintenance revenue from period to period. | ||||||||||||||||||||
Software as a Service (“SaaS”). We have contracted with a third party to provide new and existing customers with a hosting facility providing all infrastructure and allowing us to offer our currently sold software, emPath® and SnAPPnet™, on a service basis. However, a contractual right to take possession of the software license or run it on another party’s hardware is not granted to the customer. We refer to the delivery method to give functionality to new customers utilizing this service as SaaS. Since the customer is not given contractual right to take possession of the software, the scope of ASC 350-40 does not apply. A customer using SaaS can enter into an agreement to purchase a software license at any time. We generate revenue from SaaS as the customer utilizes the software over the Internet. | ||||||||||||||||||||
We will provide consulting services to customers in conjunction with SaaS. The rate for such service is based on standard hourly or daily billing rates. The consulting revenue is recognized as services are performed. Customers, utilizing their own computer to access the SaaS functionality, are charged a fee equal to the number of employees paid each month multiplied by an agreed-upon monthly rate per employee. The revenue is recognized as the SaaS services are rendered each month. | ||||||||||||||||||||
Concentration of Credit Risk | ||||||||||||||||||||
We maintain our cash in bank deposit accounts, which, at times, may exceed federally insured limits. We have not experienced any such losses in these accounts. Substantially all of our revenue was derived from recurring maintenance fees related to our payroll processing software. | ||||||||||||||||||||
Capitalized Software Costs | ||||||||||||||||||||
Software costs incurred internally in creating computer software products are expensed until technological feasibility has been established upon completion of a detailed program design. Thereafter, all software development costs are capitalized until the point that the product is ready for sale, and are subsequently reported at the lower of unamortized cost or net realizable value. The Company considers annual amortization of capitalized software costs based on the ratio of current year revenues by product to the total estimated revenues by the product, subject to an annual minimum based on straight-line amortization over the product’s estimated economic useful life, not to exceed five years. The Company periodically reviews capitalized software costs for impairment where the fair value is less than the carrying value. | ||||||||||||||||||||
Property and Equipment | ||||||||||||||||||||
Property and equipment are stated at cost. Depreciation is computed primarily utilizing the straight-line method over the estimated economic life of three to five years. Maintenance, repairs and minor renewals are charged directly to expenses as incurred. Additions and betterment to property and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the statement of operations. | ||||||||||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During 2013 and 2012, there was no impairment of long-lived assets. | ||||||||||||||||||||
Stock-based Compensation | ||||||||||||||||||||
We account for share-based compensation in accordance with the provisions of share-based payments, which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of our common stock. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and are recognized as expense over the service period. | ||||||||||||||||||||
Allowance for Doubtful Accounts | ||||||||||||||||||||
We establish an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. We do not generally require collateral for our accounts receivable. Our allowance for doubtful accounts was $83,326 and $52,100 as of December 31, 2013 and 2012, respectively. | ||||||||||||||||||||
Income Taxes | ||||||||||||||||||||
We provide for income taxes in accordance with the asset and liability method of accounting for income taxes. | ||||||||||||||||||||
Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. A valuation allowance is provided when management cannot determine whether it is more likely than not the deferred tax asset will be realized. The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||||||||||||||||
Since January 1, 2007, we account for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on income taxes which addresses how we should recognize, measure and present in our financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Pursuant to this guidance, we can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. No liability for unrecognized tax benefits was recorded as of December 31, 2013 and 2012. | ||||||||||||||||||||
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. | ||||||||||||||||||||
The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation: | ||||||||||||||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | |||||||||||||||||||
Net Loss Applicable to | Shares (Denominator) | Per Share Amount | Net Loss Applicable to | Shares (Denominator) | Per Share Amount | |||||||||||||||
Common Stockholders | Common Stockholders | |||||||||||||||||||
(Numerator) | (Numerator) | |||||||||||||||||||
Basic EPS | $ | -3,081,614 | 997,957,617 | $ | 0 | $ | -2,077,980 | 997,770,670 | $ | 0 | ||||||||||
Effect of dilutive securities: | ||||||||||||||||||||
Warrants & Restricted Stock | - | - | 0 | - | - | 0 | ||||||||||||||
Diluted EPS | $ | -3,081,614 | 997,957,617 | $ | 0 | $ | -2,077,980 | 997,770,670 | $ | 0 | ||||||||||
As of December 31, 2013 and 2012, common stock equivalents related to the convertible debt, preferred stock and stock derivative liabilities totaling 33,681,957 and 30,681,957, respectively were not included in the denominators of the diluted earnings per share as their effect would be anti-dilutive. | ||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||
For certain of our financial instruments, including cash and cash equivalents, accounts receivable and accrued expenses, the carrying amounts approximate fair value due to the short maturity of these instruments. The carrying value of our long-term debt approximates its fair value based on the quoted market prices for the same or similar issues or the current rates offered to us for debt of the same remaining maturities. For additional information, please see Note 5 – Derivative Liabilities and Fair Value Measurements. | ||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||
The preparation of financial statements in conformity 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Among the more significant estimates included in these financial statements are the estimated allowance for doubtful accounts receivable, valuation allowance for deferred tax assets, impairment of long-lived assets and intangible and the valuation of warrants and restricted stock grants. Actual results could materially differ from those estimates. | ||||||||||||||||||||
Cash Reimbursements | ||||||||||||||||||||
We record reimbursement by our customers for out-of-pocket expense as part of consulting services revenue in accordance with the guidance related to income statement characterization of reimbursements received for out of pocket expense incurred. | ||||||||||||||||||||
Reclassifications | ||||||||||||||||||||
Certain reclassifications have been made to the prior periods to conform to the current period presentation. | ||||||||||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||||||||||
The Company does not expect the adoption of any recently issued accounting pronouncements to have a material impact on the Company’s financial position, operations or cash flows. | ||||||||||||||||||||
Going_Concern_Uncertainty
Going Concern Uncertainty | 12 Months Ended |
Dec. 31, 2013 | |
Going Concern Disclosure [Abstract] | ' |
Going Concern Disclosure [Text Block] | ' |
Note 2. Going Concern Uncertainty | |
The accompanying consolidated financial statements for 2013 and 2012 have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of 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 December 31, 2013, the Company had negative working capital of approximately $14.9 million and defaulted on several of its debt obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |
Management is continuing its efforts to attempt to secure funds through equity and/or debt instruments for our operations, expansion and possible acquisitions, mergers, joint ventures, and/or other business combinations. The Company will require additional funds to pay down its liabilities, as well as finance its expansion plans consistent with anticipated changes in operations and infrastructure. However, there can be no assurance that the Company will be able to secure additional funds and that if such funds are available, whether the terms or conditions would be acceptable to the Company and whether the Company will be able to turn into a profitable position and generate positive operating cash flow. The consolidated financial statements contain no adjustment for the outcome of this uncertainty. | |
Correction_of_Prior_Year_Infor
Correction of Prior Year Information | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Accounting Changes and Error Corrections [Text Block] | ' |
Note 3. Correction of Prior Year Information | |
During December 2013, the Company was assessed CND$1,686,098 in corporate income taxes for the tax years 2008 through 2012 by the Canada Revenue Agency. The Company had not recorded any tax liability for these years and plans to appeal this tax assessment. Until the appeals process is complete, the Company has recorded this tax assessment which results in an adjustment to the previously reported amounts in the consolidated financial statements as of December 31, 2012 and for the year ended December 31, 2012. | |
In accordance with the SEC's Staff Accounting Bulletin Nos. 99 and 108 (SAB 99 and SAB 108), the Company evaluated this error and, based on an analysis of quantitative and qualitative factors, determined that the errors were immaterial to each of the prior reporting periods affected. However, if the adjustments to correct the cumulative effect of the above errors had been recorded in the year ended December 31, 2013, the Company believes the impact would have been significant and would impact comparisons to prior periods. Therefore, as permitted by SAB 108, the Company corrected, in the current filing, previously reported results as of December 31, 2012 and for the year ended December 31, 2012. | |
The correction impacts certain accounts as of and for the year ended December 31, 2012 which were revised to reflect the cumulative effect of the errors described above. As of December 31, 2012, accounts payable and accrued liabilities increased US$1,691,830, accumulated deficit increased by US$1,576,670 and accumulated other comprehensive income – foreign currency translation increase by US$115,160. During the year ended December 31, 2012, selling, general and administrative expenses and net loss increased by US$241,155. | |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related Party Transactions Disclosure [Text Block] | ' | |||||||
Note 4. Related Party Transactions | ||||||||
In November 2009, the obligation to reimburse MRC with 1,309,983 common shares of the Company stock became due pursuant to the Indemnity and Reimbursement Agreement between MRC and the Company. This reimbursement obligation was accounted for as a derivative liability (see Note 5). This obligation was made in connection with the sale of 1,500,000 shares of our common stock in 2008 pledged by MRC to secure a $96,946 promissory note issued to a third party lender. MRC is controlled by the W5 Family Trust, and Mr. Richard Wade, the President and CEO of the Company, is the trustee of the W5 Family Trust. | ||||||||
In December 2009, we entered into a settlement agreement and stipulated judgment with Parker, Shumaker & Mills, L.L.P. (“PSM”) in connection with a lawsuit filed in August 2009, whereby the parties agreed to a judgment balance of $68,500, which included principal, accrued interest, late fees and attorneys’ fees, and we agreed to make monthly installment payments. Bill Mills is a Director of the Company and a partner of PSM. At December 31, 2012, all payments due under the settlement agreement to PSM have been made and this matter has been resolved. | ||||||||
In July 2011, the Company and Robert Farias, a former employee of the Company, agreed to cancel $364,679 of outstanding debt owed to Mr. Farias and in exchange for such cancellation; the Company issued two notes with principal of $274,679 and $90,000, respectively. Beginning February 1, 2012, the interest rate increased to 10% on the outstanding balance of principal and accrued interest accrued through January 31, 2012 under the respective note. Also in February 2012, NOW Solutions granted Mr. Farias a junior security interest in all of its assets to secure the obligations under the $274,679 note in consideration of a personal guarantee made by Mr. Farias to secure the obligations under a note in the principal amount of $105,300 issued to Lakeshore Investment, LLC for a loan to NOW Solutions. On January 9, 2013, the Company paid off these notes owed to Robert Farias and the security interest granted to Robert Farias was cancelled. | ||||||||
In August 2013, Luiz Valdetaro, on behalf of the Company, transferred 1,000,000 unrestricted shares of our common stock owned by Mr. Valdetaro to Lakeshore in exchange for an extension to having common shares of NOW Solutions returned, representing a 25% interest the Company was obligated to transfer to Lakeshore. The fair-market value of these shares was valued at $47,000 and expensed as forbearance fees. Also in August 2013, in connection with the transfer, the Company entered into an indemnity and reimbursement agreement to reimburse Mr. Valdetaro with 1,000,000 shares of our common stock within one year and pay for all costs associated with the transfer of shares to Lakeshore and the reimbursement of shares to Mr. Valdetaro. Mr. Valdetaro is the Chief Technology Officer of the Company. This reimbursement obligation was accounted for as a derivative liability (see Note 5). | ||||||||
In October 2013, MRC pledged 1,000,000 shares of our common stock to secure a $50,000 loan made to the Company by a third party lender. The Company is obligated to replace these shares if these shares are transferred to the lender. This debt is currently in default and therefore these shares have been classified as a derivative liability as of December 31, 2013 when it became past due. The initial fair value of these shares was determined to be $72,000 as of December 9, 2013. | ||||||||
Also in October 2013, MRC transferred 1,000,000 restricted shares of our common stock owned by MRC to a third party lender in connection with a $100,000 loan to the Company. The fair-market value of these shares was valued at $85,000 of which the relative fair value of $44,444 was recorded as a discount to the associated note. Also in October 2013, in connection with the transfer, the Company entered into an indemnity and reimbursement agreement to reimburse MRC with 1,000,000 shares of our common stock within one year and pay for all costs associated with the transfer of shares to the lender and the reimbursement of shares to MRC. This reimbursement obligation was accounted for as a derivative liability (see Note 5). MRC is a corporation controlled by the W5 Family Trust. Mr. Wade, the President and CEO of the Company, is the trustee of the W5 Family Trust. | ||||||||
As of December 31, 2013, the Company had accounts payable to two employees in an aggregate amount of $23,594. The payables are unsecured, non interest bearing and due on demand. | ||||||||
Related Party Notes Payable | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Notes payable issued to related parties bearing interest at 10% to 15% per annum. Of these notes payable $344,158 and $290,258 were in default at December 31, 2013 and 2012, respectively. | $ | 344,158 | $ | 724,790 | ||||
Total notes payable to related parties | 344,158 | 724,790 | ||||||
Current maturities | -344,158 | -724,790 | ||||||
Long-term portion of notes payable to related parties | $ | - | $ | - | ||||
The following table reflects our related party debt activity for the years ended December 31, 2013 and 2012: | ||||||||
31-Dec-11 | $ | 685,862 | ||||||
Borrowings from related parties | 36,000 | |||||||
Payments to related parties | -6,425 | |||||||
Adjustment to debt principal due to reapplication of payments | 9,353 | |||||||
31-Dec-12 | 724,790 | |||||||
Borrowings from related parties | 872 | |||||||
Payments to related parties | -382,455 | |||||||
Adjustment to debt principal due to reapplication of payments | 951 | |||||||
31-Dec-13 | $ | 344,158 | ||||||
Derivative_Liabilities_and_Fai
Derivative Liabilities and Fair Value Measurements | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | ||||||||||
Note 5. Derivative Liabilities and Fair Value Measurements | |||||||||||
Derivative liabilities | |||||||||||
During 2008, one of our officers 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. Subsequent to this agreement, 1,309,983 shares of this stock were sold to satisfy the debt owed to the lender. | |||||||||||
In August 2013, an officer of the Company transferred 1,000,000 shares of common stock owned by him to our senior secured lenders in connection with an option and forbearance (see Note 9). In connection with the transfer of the stock, the Company signed an agreement to replace these shares. The initial fair value of these shares was determined to be $47,000 as of August 28, 2013. | |||||||||||
In October 2013, one of our officers transferred 1,000,000 shares of common stock (through a company he controls) on behalf of the Company to a third party lender in consideration of a $100,000 loan made to the Company. In connection with the transfer of the stock, the Company signed an agreement to replace these shares. The initial fair value of these shares was determined to be $85,000 as of October 31, 2013. | |||||||||||
In December 2013, a note payable secured by 1,000,000 shares of common stock pledged by an officer of the company (through a company he controls) to secure payment of a $50,000 loan by a third party lender to the Company became past due. In connection with the pledge of stock, we are obligated to replace these shares if the shares were transferred to the lender. This note is currently in default and therefore these shares have been classified as a derivative liability as of December 31, 2013. As the Company does not have sufficient authorized stock to issue these shares, they were recorded as derivative liabilities. The initial fair value of these shares was determined to be $72,000 as of December 9, 2013. | |||||||||||
These contractual commitments to replace all of the pledged shares was evaluated under FASB ASC 815-40, Derivatives and Hedging and was determined to have characteristics of a liability and therefore constituted a derivative liability under the above guidance. Each reporting period, this derivative liability is marked-to-market with the non-cash gain or loss recorded in the period as a gain or loss on derivatives. At December 31, 2013 and, 2012, the aggregate fair value of the derivative liabilities was $263,340 and $31,440, respectively. | |||||||||||
The aggregate change in the fair value of derivative liabilities was a loss of $231,901 for the year ended December 31, 2013. For the year ended December 31, 2012 there was a $7,205 loss related to the change in the fair value of derivative liabilities. | |||||||||||
The valuation of our embedded derivatives is determined by using the VCSY stock price at December 31, 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 December 31, 2013 and December 31, 2012: | |||||||||||
Fair value measurements on a recurring basis | |||||||||||
Level 1 | Level 2 | Level 3 | |||||||||
As of December 31, 2013: | |||||||||||
Liabilities | |||||||||||
Stock derivatives – 4,309,983 shares | $ | 263,340 | $ | - | $ | - | |||||
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. | |||||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
Note 6. Property and Equipment | ||||||||
Property and equipment consist of the following as of December 31, 2013 and 2012: | ||||||||
2013 | 2012 | |||||||
Equipment (3-5 year life) | $ | 917,281 | $ | 914,876 | ||||
Leasehold improvements (5 year life) | 87,713 | 87,713 | ||||||
Furniture and fixtures (3-5 year life) | 45,704 | 46,068 | ||||||
Total | 1,050,698 | 1,048,657 | ||||||
Accumulated depreciation | -1,028,102 | -1,021,595 | ||||||
$ | 22,596 | $ | 27,062 | |||||
Depreciation expense for 2013 and 2012 was $11,067 and $18,033, respectively. | ||||||||
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Intangible Assets Disclosure [Text Block] | ' | |||||||
Note 7. Intangible Assets | ||||||||
Intangible assets consisted of the following as of December 31, 2013 and 2012: | ||||||||
2013 | 2012 | |||||||
Capitalized software development | $ | 926,221 | $ | 762,855 | ||||
Acquired software (5 year life) | 304,410 | 304,336 | ||||||
Customer list (5 year life) | 2,200 | 2,200 | ||||||
Trademark | 5,000 | 5,000 | ||||||
Website (5 year life) | 15,000 | 15,000 | ||||||
Total | 1,252,831 | 1,089,391 | ||||||
Accumulated amortization | -259,835 | -217,670 | ||||||
$ | 992,996 | $ | 871,721 | |||||
Amortization expense for 2013 and 2012 was $42,280 and $42,280, respectively. | ||||||||
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | |||||||
Note 8. Accounts Payable and Accrued Expenses | ||||||||
Accounts payable and accrued liabilities consist of the following: | ||||||||
2013 | 2012 | |||||||
Accounts payable | $ | 2,237,352 | $ | 2,693,038 | ||||
Accrued payroll | 2,241,147 | 2,181,724 | ||||||
Accrued payroll tax and penalties | 1,222,323 | 785,141 | ||||||
Accrued interest | 1,457,759 | 1,043,894 | ||||||
Accrued taxes | 2,151,203 | 2,080,704 | ||||||
Accrued liabilities - other | 454,137 | 374,286 | ||||||
$ | 9,763,921 | $ | 9,158,787 | |||||
Accrued payroll primarily consists of deferred compensation for several executives who agreed to defer a portion of their salaries due to cash flow constraints. Accrued liabilities – other primarily consists of accrued rent, board of director fees, unbilled professional and consulting fees, and other accrued expenses. Accrued payroll tax and penalties relate to unpaid payroll taxes, interest and penalties for prior years for non-functioning subsidiaries and employer payroll taxes on accrued payroll. Accrued taxes primarily consist of unpaid sales and use taxes, VAT and other accrued taxes. | ||||||||
Notes_Payable_and_Convertible_
Notes Payable and Convertible Debts | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt Disclosure [Text Block] | ' | |||||||
Note 9. Notes Payable and Convertible Debts | ||||||||
The following table reflects our third party debt activity, including our convertible debt, for the years ended December 31, 2013 and 2012: | ||||||||
31-Dec-11 | $ | 3,160,900 | ||||||
Repayments of third party notes | -334,895 | |||||||
Borrowings from third parties | 764,244 | |||||||
Conversion of accrued interest into notes payable | 65,129 | |||||||
Amortization of debt discount | 50,300 | |||||||
31-Dec-12 | 3,705,678 | |||||||
Repayments of third party notes | -1,480,426 | |||||||
Borrowings from third parties | 2,314,150 | |||||||
Debt discount due to shares issued with debt | -64,144 | |||||||
Debt discount due to loan commitment fees accrued | -5,000 | |||||||
Adjustment to debt principal due to reapplication of payments | 3,110 | |||||||
Amortization of debt discount | 69,144 | |||||||
31-Dec-13 | $ | 4,542,512 | ||||||
In February 2012, NOW Solutions issued a promissory note in the principal amount of $105,300 to a third party lender in connection with an $80,000 loan from the lender, which was originally due on March 15, 2012. A discount of $25,300 was recorded on the note which was fully amortized to interest expense during the year ended December 31, 2012. The Company paid consideration totaling $20,000 for extensions by the lender of the maturity date of the note until all outstanding amounts due under the note (including interest at 18% per annum and other costs) were paid off on August 28, 2012. These transactions were determined to be a debt extinguishment, and the $20,000 consideration paid was recorded as a loss on extinguishment of debt during the year ended December 31, 2012. | ||||||||
In March 2012, the Company issued a promissory note to a third party lender in the principal amount of $275,000, bearing interest at 12% per annum and a default interest rate of 18%. The note has installment payments of $11,000 per month with the balance payable in full at December 31, 2013. The note was issued in connection with a loan of $250,000 to the Company. The Company recorded a discount of $25,000 on this note which was fully amortized into interest expense during the year ended December 31, 2012. | ||||||||
In December 2012, the Company amended promissory notes totaling $775,000 to a third party lender that were previously in default that calls for monthly payments made ranging from $9,000 to $11,000 per month until the debt has been paid off in full, or is payable in full on December 31, 2013. The interest rate on the promissory note has increased from 10% to 11%. In conjunction with this amendment, the Company shall pay the lender an amount equal to 10% on any net claim proceeds related to certain patents on the SiteFlash™ technology. If the Company receives proceeds exceeding $5 million, then an additional 5% shall be paid to the lender. The Company will also owe 7% of any new software sales to the Company’s customers exceeding $800,000 in a calendar year to the lender. If the new software sales exceed $1.5 million, then an additional 11% is owed to the lender. These amounts paid are considered a prepayment to pay down the outstanding promissory notes. | ||||||||
In December 2012, the Company amended promissory notes totaling $613,905 to a third party of principal and $65,129 of interest that were previously in default, into three promissory notes in the principal amount of $679,034. These promissory notes have maturity dates ranging from December 31, 2013 to December 31, 2022. The promissory notes call for payments made ranging from $5,000 to $9,000 per month until the maturity date. 15,000 shares of VHS Series B Preferred Stock were issued as consideration for this amendment. The Company is required to issue the note holder an additional 10,000 shares of VHS Series B Preferred Stock each time the Company fails to make two consecutive scheduled monthly payments. | ||||||||
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 (relative 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 year ended December 31, 2013, the entire discount of $ 24,700 was amortized into interest expense. | ||||||||
In October 2013, a third party lender loaned the Company $100,000, bearing interest at 11% per annum with a maturity date of December 20, 2013. In connection with the loan, MRC, controlled by an officer of the Company, transferred 1,000,000 shares common stock to the lender on behalf of the Company. The relative fair value of the shares was determined to be $44,444 and it was recorded as a discount to the associated note. During the year ended December 31, 2013, the entire discount of $44,444 was amortized into interest expense. | ||||||||
During the year ended December 31, 3013, in addition to the loans set forth above and the Lakeshore financing described below, the Company borrowed an aggregate of $305,000 from various third party lenders. These notes are unsecured, bear interest at 10%- 11% per annum and are due on demand or past due and in default. | ||||||||
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, a former employee of the Company, and all security interests granted to Tara Financial Services and Mr. 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 of $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 of $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 as of its issuance date. The Company has accrued $18,978 as of December 31, 2013 related to this royalty. | ||||||||
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 between March and August 2013. In connection with these forbearance agreements, the Company increased the 5% interest in Net Claim Proceeds to an 8% interest, paid a $100,000 transaction fee and made other payments including the issuance of 1,000,000 common shares valued at $47,000 and $5,000 weekly payments whereby such $5,000 payments are to be applied toward a bonus of 25% of NOW Solutions’ profits for the period that runs from March 15, 2013 through September 30, 2013. The aggregate forbearance fees paid to Lakeshore for the year ended December 31, 2013 were $327,867. The last forbearance agreement expired on September 30, 2013 and on October 1, 2013, Lakeshore became a 25% minority owner of NOW Solutions. While there was an October 1, 2013 amendment to the Loan Agreement that the Company believed was in effect, whereby shares of common stock representing a 25% ownership interest of NOW Solutions (the “NOW shares”) in Lakeshore’s possession were to be returned to the Company, certain terms of the amendment were not fulfilled, resulting in the Company recognizing Lakeshore as the owner of the NOW Shares. The Company is currently in discussions with Lakeshore to work out terms under which the Company can buy back the NOW Shares. The initial recognition of this noncontrolling interest in NOW Solutions resulted in a loss on loan remedy of $1,457,240 during the year ended December 31, 2013. | ||||||||
December 31 | December 31 | |||||||
2013 | 2012 | |||||||
Third Party Notes Payable | ||||||||
Unsecured notes payable issued to third party lenders bearing interest at rates between 10% and 15% per annum and are past due their original maturity dates. Of these notes, $1,226,328 and $418,997 were in default or non-performing as of December 31, 2013 and 2012, respectively. | $ | 1,226,328 | $ | 449,396 | ||||
Secured notes payable issued to third party lenders, bearing interest at 10% to 18% per annum and are past due their original maturity dates or mature based on payment schedules between 2022 and 2024. These notes are secured by stock pledges by MRC totaling 53,976,296 common shares. Of these notes $1,228,460 and $262,061 were in default or non-performing at December 31, 2013 and 2012, respectively. | 1,228,460 | 1,241,570 | ||||||
Secured notes payable issued to third party lenders, bearing interest at 11% to 18% per annum and mature between 2012 and 2022. These notes are secured by certain technology owned by the Company, supporting its Emily product. Of these notes $470,860 were in default or non-performing at December 31, 2013. | 470,860 | 679,034 | ||||||
Secured note payable issued to third party lenders, bearing interest at 18% per annum and matures in 2018. This note was secured by an interest in certain technology owned by the Company, supporting its SiteFlash™ product. $253,465 was paid in January 2013 and this note was paid in full. | - | 253,465 | ||||||
Secured notes payable issued to third party lenders, bearing interest at 11% per annum in 2013, down from 18% in 2012, with maturity dates in 2018. The 2013 secured note is secured by all of the assets of NOW Solutions, Priority Time, and SnAPPnet, Inc. as well as the SiteFlash™ technology. The 2012 secured notes (which were paid in January 2013) were secured by all of the assets of NOW Solutions. | 1,586,864 | 1,052,213 | ||||||
Total notes payable to third parties | 4,512,512 | 3,675,678 | ||||||
Current maturities | -3,006,561 | -2,486,810 | ||||||
Long-term portion of notes payable to third parties | $ | 1,505,951 | $ | 1,188,868 | ||||
The total amortization expenses recorded on the debt discounts during the years ended December 31, 2013 and 2012 were $69,144 and $50,300, respectively. | ||||||||
Certain notes payable also contain provisions requiring additional principal reductions in the event sales by NOW Solutions exceed certain financial thresholds or the Company receives proceeds from infringement claims regarding U.S. patent #6,826,744 and U.S. patent #7,716,629. | ||||||||
Future minimum payments for third party, related party, and convertible debentures for the next five years are as follows: | ||||||||
Year | Amount | |||||||
2014 | $ | 3,380,719 | ||||||
2015 | 115,916 | |||||||
2016 | 129,329 | |||||||
2017 | 144,295 | |||||||
2018+ | 1,116,411 | |||||||
Total notes payable | $ | 4,886,670 | ||||||
Convertible Debentures | ||||||||
Convertible debentures consist of the following: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
In December 2003, we issued a debenture in the amount of $30,000 to a third party. The debt accrues interest at 13% per annum and was due December 2005. The holder may convert the debenture into shares of common stock at 100% of the closing price. | $ | 30,000 | $ | 30,000 | ||||
Total convertible debentures | 30,000 | 30,000 | ||||||
Current maturities | -30,000 | -30,000 | ||||||
Long-term portion of convertible debentures | $ | - | $ | - | ||||
For additional transactions involving notes payable after December 31, 2013, please see “Subsequent Events” in Note 14. | ||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Tax Disclosure [Text Block] | ' | |||||||
Note 10. Income Taxes | ||||||||
We account for income taxes using the asset and liability method of accounting for income taxes. Deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rate applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and result primarily form differences in methods used to amortize intangible assets. A valuation allowance is provided when management cannot determine whether it is more likely than not that the deferred tax asset will be realized. The effect on deferred income taxes of the change in tax rates is recognized in income in the period that includes the enactment date. The difference between the statutory tax rate and the effective tax rate is the valuation allowance. | ||||||||
Temporary difference between the financial statement carrying amount and tax bases of assets and liabilities that give rise to deferred tax assets relate to the following: | ||||||||
December 31, | December 31, 2012 | |||||||
2013 | ||||||||
Net operating loss carry-forward | $ | 8,434,000 | $ | 7,571,000 | ||||
Reserves | 629,000 | 616,000 | ||||||
Accrued vacation | 53,000 | 54,000 | ||||||
Deferred compensation | 1,028,000 | 893,000 | ||||||
Deferred revenue | 831,000 | 1,030,000 | ||||||
Derivatives | 114,000 | 14,000 | ||||||
11,089,000 | 10,178,000 | |||||||
Valuation allowance | -11,089,000 | -10,178,000 | ||||||
$ | - | $ | - | |||||
At December 31, 2013 and December 31, 2012, we had available net operating loss carry-forwards of approximately $19.4 million and $17.4 million. These net operating loss carry-forwards expire in varying amounts through 2033. | ||||||||
Common_and_Preferred_Stock
Common and Preferred Stock | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Stockholders' Equity Note [Abstract] | ' | |||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||
Note 11. Common and Preferred Stock | ||||
Terms of Common and Preferred Stock | ||||
Common Stock. The authorized capital stock of the Company consists of 1,000,000,000 shares of common stock, par value $0.00001 per share, of which 998,985,151 and 997,935,151 were issued and outstanding at December 31, 2013 and 2012, respectively. Each share of our common stock entitles the holder to one vote on each matter submitted to a vote of our stockholders, including the election of directors. There is no cumulative voting and there are no redemption or sinking fund provisions related to the common stock. Stockholders of our common stock have no preemptive, conversion or other subscription rights. | ||||
Series A Cumulative Convertible Preferred Stock. We have authorized the issuance of 250,000 shares of Series A 4% Cumulative Convertible Preferred Stock (“Series A Preferred Stock”), of which there are 48,500 shares outstanding at December 31, 2013 and 2012. Holders of these shares of Series A Preferred Stock are entitled to vote on an as-converted basis with the holders of common stock, except that the holders are entitled to vote as a separate class on any matters affecting the Series A Preferred Stock stockholders, on the sale of the business, the increase in the number of directors, the payment of a dividend on any junior stock, and the issuance of any stock that is on parity or senior to the Series A Preferred Stock. Each share of Series A Preferred Stock is entitled to 500 votes per share. Dividends accrue at an annual rate of 4% of the liquidation preference and are payable quarterly subject to the board’s discretion. Each share of Series A Preferred Stock is convertible into 500 shares of common stock of the Company. In the event of liquidation, each share of Series A Preferred Stock will be entitled to a preference of $200, plus accrued but unpaid dividends, prior to the holders of any junior class of stock. | ||||
Series B 10% Cumulative Convertible Preferred Stock. We have authorized the issuance of 375,000 shares of Series B 10% Cumulative Convertible Redeemable Preferred Stock (“Series B Preferred Stock”), of which there are 7,200 shares outstanding at December 31, 2013 and December 31, 2012. Holders of Series B Preferred Stock are not entitled to vote on matters presented to the stockholders, except as otherwise required by law. Cash or stock dividends accrue cumulatively at an annual rate of 10% per annum on March 15 and September 15 of each year and are payable subject to the board’s discretion. Each share of Series B Preferred Stock is convertible into 3.788 shares of common stock of the Company. The shares of Series B Preferred Stock are redeemable at a rate of $6.25 per share, or $45,000 if all outstanding shares are redeemed. In the event of liquidation, each share will be entitled to a preference of all dividends accrued and unpaid on each share up to the date fixed for distribution to any holders of any class of common stock. | ||||
Series C 4% Cumulative Convertible Preferred Stock. We have authorized the issuance of 200,000 shares of Series C 4% Cumulative Convertible Preferred Stock (“Series C Preferred Stock”), of which there are 50,000 shares outstanding at December 31, 2013 and December 31, 2012. Holders of Series C Preferred Stock are not entitled to vote on matters presented to the stockholders, except as otherwise required by law. Cash dividends accrue at an annual rate of 4% of the liquidation preference and are payable quarterly subject to the board’s discretion. Each share of Series C Preferred Stock is convertible into 400 shares of common stock of the Company; however , of the 50,000 shares of the Company’s Series “C” Cumulative Convertible Preferred Stock that are outstanding, the holder of 37,500 shares waived the conversion rights associated with these shares pursuant to an agreement in 2010. In the event of liquidation, each share will be entitled to a preference of all dividends accrued and unpaid on each share up to the date fixed for distribution to any holder of any class of common stock. In the event of liquidation, each share of Series C Preferred Stock will be entitled to a preference of $100, plus accrued but unpaid dividends, prior to the holders of any junior class of stock. | ||||
Series D 15% Cumulative Convertible Preferred Stock. We have authorized the issuance of 300,000 shares of Series D 15% Cumulative Convertible Redeemable Preferred Stock (“Series D Preferred Stock”), of which there were 25,000 shares outstanding at December 31, 2013 and December 31, 2012. Holders of these shares are not entitled to vote on matters presented to the stockholders, except as otherwise required by law. Cash dividends accrue cumulatively at an annual rate of 15% per annum on March 15 and September 15 of each year and are payable subject to the board’s discretion. Any aggregate deficiency shall be cumulative and shall be fully paid or set apart for payment before any dividend shall be paid or set apart for payment of any class of common stock. Each share of Series D Preferred Stock is convertible into 3.788 shares of common stock of the Company. The shares of Series D Preferred Stock are redeemable at a rate of $6.25 per share, or $156,250 if all outstanding shares are redeemed. In the event of liquidation, each share will be entitled to a preference of all dividends accrued and unpaid on each share up to the date fixed for distribution to any holders of any class of common stock. | ||||
2013 | ||||
Common Stock | ||||
In July 2013, the Company issued 500,000 shares of VCSY common stock to a third party lender in connection with a $150,000 loan to the Company. The relative fair value of the shares of $19,700 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 9). 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 and expensed as forbearance fees. | ||||
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 5). | ||||
In October 2013, MRC pledged 1,000,000 shares of our common stock to secure a $50,000 loan made to the Company by a third party lender. The Company is obligated to replace these shares if these shares are transferred to the lender. This debt is currently in default and therefore these shares have been classified as a derivative liability as of December 31, 2013 when it became past due. The initial fair value of these shares was determined to be $72,000 as of December 9, 2013. | ||||
Also in October 2013, MRC transferred 1,000,000 restricted shares of our common stock owned by MRC to a third party lender in connection with a $100,000 loan to the Company. The fair-market value of these shares was valued at $85,000 of which the relative fair value of $44,444 was recorded as a discount to the associated note. Also in October 2013, in connection with the transfer, the Company entered into an indemnity and reimbursement agreement to reimburse MRC with 1,000,000 shares of our common stock within one year and pay for all costs associated with the transfer of shares to the lender and the reimbursement of shares to MRC. This reimbursement obligation was accounted for as a derivative liability (see Note 5). | ||||
During the year ended December 31, 2013, the Company granted 1,500,000 unregistered shares of VCSY common stock to consultants of the Company pursuant to restricted stock agreements with the Company. These shares vested in six months on December 31, 2013 and the fair value of the awards was expensed over this vesting period. The aggregate fair value of the awards was determined to be $45,000. Stock compensation expense of $45,000 has been recorded for the year ended December 31, 2013. | ||||
During the year ended December 31, 2013, in addition to the 1,500,000 share award described above, 550,000 common shares granted to employees and consultants of the Company vested. Stock compensation that was previously accrued totaling $10,226 was reclassified from accrued liabilities to stockholders’ equity associated with these shares vesting. As of December 31, 2013, there was $8,276 of total unrecognized compensation costs related to these stock awards. | ||||
During the year ended December 31, 2013, the Company cancelled 1,500,000 previously issued common shares of the Company that had been granted to a third party lender. | ||||
Preferred Stock | ||||
Although no dividends have been declared, the cumulative total of preferred stock dividends due to these stockholders upon declaration was $7,629,712 as of December 31, 2013. | ||||
2012 | ||||
Common Stock | ||||
During the year ended December 31, 2012, the Company granted 1,500,000 unregistered shares of our common stock to a consultant and employees of the Company pursuant to restricted stock agreements with the Company. These shares vest over 2 years in equal installments and the fair value of the awards is being expensed over this vesting period. The aggregate fair value of the awards was determined to be $28,350. Stock compensation expense of $16,171 has been recorded for the year ended December 31, 2012 as a liability during 2012. | ||||
During the year ended December 31, 2012, 400,000 shares of our common stock vested, resulting in $7,900 being reclassified from liability into equity. In addition, 200,000 shares of common stock that vested in 2011 and were recorded in the first quarter of 2012 resulting in $6,200 being reclassified from liability into equity. These shares were earned by employees of the Company pursuant to restricted stock agreements executed in 2012. As of December 31, 2012, there was $12,179 of total unrecognized compensation costs related to these stock awards. | ||||
During the year ended December 31, 2012, 400,000 unregistered shares of our common stock were forfeited as an employee resigned. | ||||
Preferred Stock | ||||
Although no dividends have been declared, the cumulative total of preferred stock dividends due to these stockholders upon declaration was $7,041,712 as of December 31, 2012. | ||||
Available Shares | ||||
As of December 31, 2013, we have determined that we currently have (i) the following shares of common stock issued, and (ii) outstanding instruments which are convertible into the shares of common stock indicated below in connection with stock options, warrants, and preferred shares previously issued by the Company or agreements with the Company: | ||||
999,385,151 | Common Stock Granted and Outstanding | |||
550,000 | Common Stock Granted and Outstanding, but not vested | |||
4,309,983 | 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) | |||
1,033,617,108 | 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 33,600,000 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 470-20 and have accordingly classified these shares as temporary equity in the consolidated balance sheets. | ||||
Gain_on_Settlement_of_Current_
Gain on Settlement of Current Liabilities | 12 Months Ended |
Dec. 31, 2013 | |
Gains (Losses) on Extinguishment of Debt [Abstract] | ' |
Gain On Settlement Of Current Liabilities [Text Block] | ' |
Note 12. Gain on Settlement of Current Liabilities | |
In 2013, the Company recorded a gain on settlement of liabilities of $334,100 as a result of our review of trade payables accrued liabilities and notes payable for those items in which the statute of limitations had been exceeded and no legal liability existed. Our review included the determination of the dates of receipt of goods and services, the last activity with the vendor, former employee or note holder, and the applicable statute of limitations. For those payables that met all the above requirements, we have removed the liability and recorded the gain on settlement as required under the guidance on transfers and servicing of financial assets and extinguishments of liabilities. | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
Note 13. Commitments and Contingencies | |||||
Commitments | |||||
We lease various office spaces which leases run from October 2010 through May 2015. We have future minimum rental payments as follows: | |||||
Years ending December 31, | Amount | ||||
2014 | 93,330 | ||||
2015 | 29,852 | ||||
2016 | - | ||||
2017 | - | ||||
2018 | - | ||||
Total | $ | 123,182 | |||
Rental expense for the years ended December 31, 2013 and 2012 was $151,968 and $173,373, respectively. | |||||
Royalties | |||||
When we acquire rights to patents, licenses, or other intellectual property, we generally agree to pay royalties on any net sales of any products utilizing these rights. There were no sales of products requiring royalties in 2013 and 2012. | |||||
We also have royalty agreements associated with certain notes payable that provide a royalty when revenues exceed certain thresholds in addition to royalty agreements on subsidiary revenues pursuant to the terms of an acquisition agreement. For the years ended December 31, 2013 and 2012, we had royalties of $53,971 and $10,180, respectively, on revenues from subsidiaries. | |||||
Litigation | |||||
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. | |||||
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. On December 12, the Company settled the patent infringement claim that the Company initiated in federal court against LG. Pursuant to the confidential settlement agreement, the Company has granted to LG a non-exclusive, fully paid-up license under the two patents (“Patents-in-Suit”) with any continuation patents of the Patents-in-Suit and any other patents with the same priority claim as the Patents-in-Suit. | |||||
On December 12, 2013, the Company settled its patent infringement claim against LG Electronics. Pursuant to the confidential settlement agreement, the Company granted to LG Electronics a non-exclusive, fully paid-up license under the patent which was the subject of the legal proceeding. The proceeds from the license were included in revenue in 2013. | |||||
On March 20, 2014, the Company settled the patent infringement claim that the Company initiated in federal court against Samsung. Pursuant to the confidential settlement agreement, the Company has granted to Samsung a non-exclusive, fully paid-up license under the “Patents-in-Suit” with any continuation patents of the Patents-in-Suit and any other patents with the same priority claim as the Patents-in-Suit. | |||||
On March 13, 2014, the United States District Court for the Northern District of California in the Interwoven Action entered a standby order of dismissal. Under the standby order of dismissal, the court was informed that the Interwoven action had settled and the court vacated all pretrial and post-trial dates. Under the order, the parties are required to file a stipulation of dismissal by May 12, 2014 and if not filed by such date, the parties are ordered to appear on May15, 2014 and show cause why the case should not be dismissed. As of April 15, 2014, a final settlement agreement has not been executed. | |||||
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 April 15, 2014, the outstanding settlement balance is $65,440. | |||||
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 $70,000 in installment payments were made 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 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. On January 15, 2014, the Company and NOW Solutions consented to a judgment in the amount of $350,000, plus $36,000 in accrued interest and attorney’s fees in the amount of $80,000, plus accrued interest at the rate of 10% per annum until paid. As of April 15, 2014, the Company has made payments in the amount of $250,000 to Micro Focus | |||||
On February 4, 2014, Victor Weber filed a lawsuit against Vertical Mountain Reservoir Corporation (“MRC”), and Richard Wade in the District Court of Clark County, Nevada for failure to make payment of the outstanding balance due under a $275,000 promissory note issued by Vertical to Mr. Weber. The plaintiff seeks payment of the principal balance due under the note $275,000, default interest at the rate of 18% per annum, attorney’s fees and court costs, and punitive damages. We are currently seeking to resolve this matter with Mr. Weber. Mr. Wade is the President and CEO of Vertical and the President of MRC. MRC is a corporation controlled by the W5 Family Trust. Mr. Wade is the trustee of the W5 Family Trust. | |||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 14. Subsequent Events | |
In April 2014, the Company and a third party lender loaned Vertical $150,000. Pursuant to the loan agreement, Vertical issued a promissory note in the principal amount of $150,000 bearing interest at 12% per annum and due by May 15, 2014. In connection with the loan, the company is obligated to pay a commitment fee of $14,500 and other payments totaling $43,500 owed to the lender under previous contractual obligations with the lender by May 15, 2014. | |
For subsequent events concerning parties we are involved in litigation with, please “Litigation” in “Commitments and Contingencies” under Note 12. | |
Organization_Basis_of_Presenta1
Organization, Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||||||
Basis of Accounting, Policy [Policy Text Block] | ' | |||||||||||||||||||
Basis of Presentation | ||||||||||||||||||||
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 75% owned subsidiary and SnAPPnet, Inc. (“SnAPPnet”), 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 inactive and Vertical Healthcare Solutions, Inc. (“VHS”), 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. To date, we have generated revenues primarily from software licenses, software as a service, consulting fees and maintenance agreements from NOW Solutions and SnAPPnet and patent licenses from Vertical Computer Systems, the parent company. | ||||||||||||||||||||
Consolidation, Subsidiary Stock Issuances, Policy [Policy Text Block] | ' | |||||||||||||||||||
Principles of Consolidation | ||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting. | ||||||||||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | |||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||
Cash equivalents are highly liquid investments with an original maturity of three months or less. | ||||||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | |||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||
Our revenue recognition policies are in accordance with standards on software revenue recognition, which includes guidance on revenue arrangements with multiple deliverables and arrangements that include the right to use of software stored on another entity’s hardware. | ||||||||||||||||||||
In the case of non-software arrangements, we apply the guidance on revenue arrangements with multiple deliverables and wherein multiple elements are allocated to each element based on the element’s relative fair value. Revenue allocated to separate elements is recognized for each element in accordance with our accounting policies described below. If we cannot account for items included in a multiple-element arrangement as separate units of accounting, they are combined and accounted for as a single unit of accounting and generally recognized as the undelivered items or services are provided to the customer. | ||||||||||||||||||||
Consulting. We provide consulting services, primarily implementation and training services, to our clients using a time and materials pricing methodology. The Company prices its delivery of consulting services on a time and materials basis where the customer is either charged an agreed-upon daily rate plus out-of-pocket expenses or an hourly rate plus out-of-pocket expenses. In this case, the Company is paid fees and other amounts generally on a monthly basis or upon the completion of the deliverable service and recognizes revenue as the services are performed. | ||||||||||||||||||||
Software License. We sell concurrent perpetual software licenses to our customers. The license gives the customer the right to use the software without regard to a specific term. We recognize the license revenue upon execution of a contract and delivery of the software, provided the license fee is fixed and determinable, no significant production, modification or customization of the software is required and collection is considered probable by management. When the software license arrangement requires the Company to provide consulting services that are essential to the functionality of the software, the product license revenue is recognized upon the acceptance by the customer and consulting fees are recognized as services are performed. | ||||||||||||||||||||
Software licenses are generally sold as part of a multiple element arrangement that may include maintenance and, under a separate agreement, consulting services. The consulting services are generally performed by the Company, but the customer may use a third-party to perform those. We consider these separate agreements as being negotiated as a package. The Company determines whether there is vendor specific objective evidence of fair value (‘‘VSOEFV’’) for each element identified in the arrangement to determine whether the total arrangement fees can be allocated to each element. If VSOEFV exists for each element, the total arrangement fee is allocated based on the relative fair value of each element. In cases where there is not VSOEFV for each element, or if it is determined that services are essential to the functionality of the software being delivered, we initially defer revenue recognition of the software license fees until VSOEFV is established or the services are performed. However, if VSOEFV is determinable for all of the undelivered elements, and assuming the undelivered elements are not essential to the delivered elements, we will defer recognition of the full fair value related to the undelivered elements and recognize the remaining portion of the arrangement value through application of the residual method. Where VSOEFV has not been established for certain undelivered elements, revenue for all elements is deferred until those elements have been delivered or their fair values have been determined. Evidence of VSOEFV is determined for software products based on actual sales prices for the product sold to a similar class of customer and based on pricing strategies set forth in the Company’s standard pricing list. Evidence of VSOEFV for consulting services is based upon standard billing rates and the estimated level of effort for individuals expected to perform the related services. The Company establishes VSOEFV for maintenance agreements using the percentage method such that VSOEFV for maintenance is a percentage of the license fee charged annually for a specific software product, which in most instances is 18% of the portion of arrangement fees allocated to the software license element. | ||||||||||||||||||||
Maintenance Revenue. In connection with the sale of a software license, a customer may elect to purchase software maintenance services. Most of the customers that purchase software licenses from us also purchase software maintenance services. These maintenance services are typically renewed on an annual basis. We charge an annual maintenance fee, which is typically a percentage of the initial software license fee and may be increased from the prior year amount based on inflation or other agreed upon percentage. The annual maintenance fee generally is paid to the Company at the beginning of the maintenance period, and we recognize these revenues ratably over the term of the related contract. | ||||||||||||||||||||
While most of our customers pay for their annual maintenance at the beginning of the maintenance period, a few customers have payment terms that allow them to pay for their annual maintenance on a quarterly or monthly basis. If the annual maintenance fee is not paid at the beginning of the maintenance period (or at the beginning of the quarter or month for those few maintenance customers), we will ratably recognize the maintenance revenue if management believes the collection of the maintenance fee is imminent. Otherwise, we will defer revenue recognition until the time that the maintenance fee is paid by the customer. We normally continue to provide maintenance service while awaiting payment from customers. When the payment is received, revenue is recognized for the period that revenue was previously deferred. This may result in volatility in software maintenance revenue from period to period. | ||||||||||||||||||||
Software as a Service (“SaaS”). We have contracted with a third party to provide new and existing customers with a hosting facility providing all infrastructure and allowing us to offer our currently sold software, emPath® and SnAPPnet™, on a service basis. However, a contractual right to take possession of the software license or run it on another party’s hardware is not granted to the customer. We refer to the delivery method to give functionality to new customers utilizing this service as SaaS. Since the customer is not given contractual right to take possession of the software, the scope of ASC 350-40 does not apply. A customer using SaaS can enter into an agreement to purchase a software license at any time. We generate revenue from SaaS as the customer utilizes the software over the Internet. | ||||||||||||||||||||
We will provide consulting services to customers in conjunction with SaaS. The rate for such service is based on standard hourly or daily billing rates. The consulting revenue is recognized as services are performed. Customers, utilizing their own computer to access the SaaS functionality, are charged a fee equal to the number of employees paid each month multiplied by an agreed-upon monthly rate per employee. The revenue is recognized as the SaaS services are rendered each month. | ||||||||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | |||||||||||||||||||
Concentration of Credit Risk | ||||||||||||||||||||
We maintain our cash in bank deposit accounts, which, at times, may exceed federally insured limits. We have not experienced any such losses in these accounts. Substantially all of our revenue was derived from recurring maintenance fees related to our payroll processing software. | ||||||||||||||||||||
Research, Development, and Computer Software, Policy [Policy Text Block] | ' | |||||||||||||||||||
Capitalized Software Costs | ||||||||||||||||||||
Software costs incurred internally in creating computer software products are expensed until technological feasibility has been established upon completion of a detailed program design. Thereafter, all software development costs are capitalized until the point that the product is ready for sale, and are subsequently reported at the lower of unamortized cost or net realizable value. The Company considers annual amortization of capitalized software costs based on the ratio of current year revenues by product to the total estimated revenues by the product, subject to an annual minimum based on straight-line amortization over the product’s estimated economic useful life, not to exceed five years. The Company periodically reviews capitalized software costs for impairment where the fair value is less than the carrying value. | ||||||||||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | |||||||||||||||||||
Property and Equipment | ||||||||||||||||||||
Property and equipment are stated at cost. Depreciation is computed primarily utilizing the straight-line method over the estimated economic life of three to five years. Maintenance, repairs and minor renewals are charged directly to expenses as incurred. Additions and betterment to property and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the statement of operations. | ||||||||||||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | |||||||||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During 2013 and 2012, there was no impairment of long-lived assets. | ||||||||||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | |||||||||||||||||||
Stock-based Compensation | ||||||||||||||||||||
We account for share-based compensation in accordance with the provisions of share-based payments, which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of our common stock. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and are recognized as expense over the service period. | ||||||||||||||||||||
Loans and Leases Receivable, Allowance for Loan Losses Policy [Policy Text Block] | ' | |||||||||||||||||||
Allowance for Doubtful Accounts | ||||||||||||||||||||
We establish an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. We do not generally require collateral for our accounts receivable. Our allowance for doubtful accounts was $83,326 and $52,100 as of December 31, 2013 and 2012, respectively. | ||||||||||||||||||||
Income Tax, Policy [Policy Text Block] | ' | |||||||||||||||||||
Income Taxes | ||||||||||||||||||||
We provide for income taxes in accordance with the asset and liability method of accounting for income taxes. | ||||||||||||||||||||
Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. A valuation allowance is provided when management cannot determine whether it is more likely than not the deferred tax asset will be realized. The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||||||||||||||||
Since January 1, 2007, we account for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on income taxes which addresses how we should recognize, measure and present in our financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Pursuant to this guidance, we can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. No liability for unrecognized tax benefits was recorded as of December 31, 2013 and 2012. | ||||||||||||||||||||
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. | ||||||||||||||||||||
The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation: | ||||||||||||||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | |||||||||||||||||||
Net Loss Applicable to | Shares (Denominator) | Per Share Amount | Net Loss Applicable to | Shares (Denominator) | Per Share Amount | |||||||||||||||
Common Stockholders | Common Stockholders | |||||||||||||||||||
(Numerator) | (Numerator) | |||||||||||||||||||
Basic EPS | $ | -3,081,614 | 997,957,617 | $ | 0 | $ | -2,077,980 | 997,770,670 | $ | 0 | ||||||||||
Effect of dilutive securities: | ||||||||||||||||||||
Warrants & Restricted Stock | - | - | 0 | - | - | 0 | ||||||||||||||
Diluted EPS | $ | -3,081,614 | 997,957,617 | $ | 0 | $ | -2,077,980 | 997,770,670 | $ | 0 | ||||||||||
As of December 31, 2013 and 2012, common stock equivalents related to the convertible debt, preferred stock and stock derivative liabilities totaling 33,681,957 and 30,681,957, respectively were not included in the denominators of the diluted earnings per share as their effect would be anti-dilutive. | ||||||||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | |||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||
For certain of our financial instruments, including cash and cash equivalents, accounts receivable and accrued expenses, the carrying amounts approximate fair value due to the short maturity of these instruments. The carrying value of our long-term debt approximates its fair value based on the quoted market prices for the same or similar issues or the current rates offered to us for debt of the same remaining maturities. For additional information, please see Note 5 – Derivative Liabilities and Fair Value Measurements. | ||||||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | |||||||||||||||||||
Use of Estimates | ||||||||||||||||||||
The preparation of financial statements in conformity 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Among the more significant estimates included in these financial statements are the estimated allowance for doubtful accounts receivable, valuation allowance for deferred tax assets, impairment of long-lived assets and intangible and the valuation of warrants and restricted stock grants. Actual results could materially differ from those estimates. | ||||||||||||||||||||
Cash Reimbursements [Policy Text Block] | ' | |||||||||||||||||||
Cash Reimbursements | ||||||||||||||||||||
We record reimbursement by our customers for out-of-pocket expense as part of consulting services revenue in accordance with the guidance related to income statement characterization of reimbursements received for out of pocket expense incurred. | ||||||||||||||||||||
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 | ||||||||||||||||||||
The Company does not expect the adoption of any recently issued accounting pronouncements to have a material impact on the Company’s financial position, operations or cash flows. | ||||||||||||||||||||
Organization_Basis_of_Presenta2
Organization, Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||||||||||||||
The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation: | ||||||||||||||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | |||||||||||||||||||
Net Loss Applicable to | Shares (Denominator) | Per Share Amount | Net Loss Applicable to | Shares (Denominator) | Per Share Amount | |||||||||||||||
Common Stockholders | Common Stockholders | |||||||||||||||||||
(Numerator) | (Numerator) | |||||||||||||||||||
Basic EPS | $ | -3,081,614 | 997,957,617 | $ | 0 | $ | -2,077,980 | 997,770,670 | $ | 0 | ||||||||||
Effect of dilutive securities: | ||||||||||||||||||||
Warrants & Restricted Stock | - | - | 0 | - | - | 0 | ||||||||||||||
Diluted EPS | $ | -3,081,614 | 997,957,617 | $ | 0 | $ | -2,077,980 | 997,770,670 | $ | 0 | ||||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related Party Notes Payable [Table Text Block] | ' | |||||||
Related Party Notes Payable | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Notes payable issued to related parties bearing interest at 10% to 15% per annum. Of these notes payable $344,158 and $290,258 were in default at December 31, 2013 and 2012, respectively. | $ | 344,158 | $ | 724,790 | ||||
Total notes payable to related parties | 344,158 | 724,790 | ||||||
Current maturities | -344,158 | -724,790 | ||||||
Long-term portion of notes payable to related parties | $ | - | $ | - | ||||
Schedule of Related Party Transactions [Table Text Block] | ' | |||||||
The following table reflects our related party debt activity for the years ended December 31, 2013 and 2012: | ||||||||
31-Dec-11 | $ | 685,862 | ||||||
Borrowings from related parties | 36,000 | |||||||
Payments to related parties | -6,425 | |||||||
Adjustment to debt principal due to reapplication of payments | 9,353 | |||||||
31-Dec-12 | 724,790 | |||||||
Borrowings from related parties | 872 | |||||||
Payments to related parties | -382,455 | |||||||
Adjustment to debt principal due to reapplication of payments | 951 | |||||||
31-Dec-13 | $ | 344,158 | ||||||
Derivative_Liabilities_and_Fai1
Derivative Liabilities and Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 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 December 31, 2013 and December 31, 2012: | |||||||||||||
Fair value measurements on a recurring basis | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
As of December 31, 2013: | |||||||||||||
Liabilities | |||||||||||||
Stock derivatives – 4,309,983 shares | $ | 263,340 | $ | - | $ | - | |||||||
As of December 31, 2012: | |||||||||||||
Liabilities | |||||||||||||
Stock derivative – 1,309,983 shares | $ | 31,440 | $ | - | $ | - | |||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property and equipment consist of the following as of December 31, 2013 and 2012: | ||||||||
2013 | 2012 | |||||||
Equipment (3-5 year life) | $ | 917,281 | $ | 914,876 | ||||
Leasehold improvements (5 year life) | 87,713 | 87,713 | ||||||
Furniture and fixtures (3-5 year life) | 45,704 | 46,068 | ||||||
Total | 1,050,698 | 1,048,657 | ||||||
Accumulated depreciation | -1,028,102 | -1,021,595 | ||||||
$ | 22,596 | $ | 27,062 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||||
Intangible assets consisted of the following as of December 31, 2013 and 2012: | ||||||||
2013 | 2012 | |||||||
Capitalized software development | $ | 926,221 | $ | 762,855 | ||||
Acquired software (5 year life) | 304,410 | 304,336 | ||||||
Customer list (5 year life) | 2,200 | 2,200 | ||||||
Trademark | 5,000 | 5,000 | ||||||
Website (5 year life) | 15,000 | 15,000 | ||||||
Total | 1,252,831 | 1,089,391 | ||||||
Accumulated amortization | -259,835 | -217,670 | ||||||
$ | 992,996 | $ | 871,721 | |||||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | ' | |||||||
Accounts payable and accrued liabilities consist of the following: | ||||||||
2013 | 2012 | |||||||
Accounts payable | $ | 2,237,352 | $ | 2,693,038 | ||||
Accrued payroll | 2,241,147 | 2,181,724 | ||||||
Accrued payroll tax and penalties | 1,222,323 | 785,141 | ||||||
Accrued interest | 1,457,759 | 1,043,894 | ||||||
Accrued taxes | 2,151,203 | 2,080,704 | ||||||
Accrued liabilities - other | 454,137 | 374,286 | ||||||
$ | 9,763,921 | $ | 9,158,787 | |||||
Notes_Payable_and_Convertible_1
Notes Payable and Convertible Debts (Tables) | 12 Months Ended | |||||||
Dec. 31, 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 years ended December 31, 2013 and 2012: | ||||||||
31-Dec-11 | $ | 3,160,900 | ||||||
Repayments of third party notes | -334,895 | |||||||
Borrowings from third parties | 764,244 | |||||||
Conversion of accrued interest into notes payable | 65,129 | |||||||
Amortization of debt discount | 50,300 | |||||||
31-Dec-12 | 3,705,678 | |||||||
Repayments of third party notes | -1,480,426 | |||||||
Borrowings from third parties | 2,314,150 | |||||||
Debt discount due to shares issued with debt | -64,144 | |||||||
Debt discount due to loan commitment fees accrued | -5,000 | |||||||
Adjustment to debt principal due to reapplication of payments | 3,110 | |||||||
Amortization of debt discount | 69,144 | |||||||
31-Dec-13 | $ | 4,542,512 | ||||||
Schedule of Debt [Table Text Block] | ' | |||||||
December 31 | December 31 | |||||||
2013 | 2012 | |||||||
Third Party Notes Payable | ||||||||
Unsecured notes payable issued to third party lenders bearing interest at rates between 10% and 15% per annum and are past due their original maturity dates. Of these notes, $1,226,328 and $418,997 were in default or non-performing as of December 31, 2013 and 2012, respectively. | $ | 1,226,328 | $ | 449,396 | ||||
Secured notes payable issued to third party lenders, bearing interest at 10% to 18% per annum and are past due their original maturity dates or mature based on payment schedules between 2022 and 2024. These notes are secured by stock pledges by MRC totaling 53,976,296 common shares. Of these notes $1,228,460 and $262,061 were in default or non-performing at December 31, 2013 and 2012, respectively. | 1,228,460 | 1,241,570 | ||||||
Secured notes payable issued to third party lenders, bearing interest at 11% to 18% per annum and mature between 2012 and 2022. These notes are secured by certain technology owned by the Company, supporting its Emily product. Of these notes $470,860 were in default or non-performing at December 31, 2013. | 470,860 | 679,034 | ||||||
Secured note payable issued to third party lenders, bearing interest at 18% per annum and matures in 2018. This note was secured by an interest in certain technology owned by the Company, supporting its SiteFlash™ product. $253,465 was paid in January 2013 and this note was paid in full. | - | 253,465 | ||||||
Secured notes payable issued to third party lenders, bearing interest at 11% per annum in 2013, down from 18% in 2012, with maturity dates in 2018. The 2013 secured note is secured by all of the assets of NOW Solutions, Priority Time, and SnAPPnet, Inc. as well as the SiteFlash™ technology. The 2012 secured notes (which were paid in January 2013) were secured by all of the assets of NOW Solutions. | 1,586,864 | 1,052,213 | ||||||
Total notes payable to third parties | 4,512,512 | 3,675,678 | ||||||
Current maturities | -3,006,561 | -2,486,810 | ||||||
Long-term portion of notes payable to third parties | $ | 1,505,951 | $ | 1,188,868 | ||||
Schedule Of Future Minimum Payments For Next Five Years [Table Text Block] | ' | |||||||
Future minimum payments for third party, related party, and convertible debentures for the next five years are as follows: | ||||||||
Year | Amount | |||||||
2014 | $ | 3,380,719 | ||||||
2015 | 115,916 | |||||||
2016 | 129,329 | |||||||
2017 | 144,295 | |||||||
2018+ | 1,116,411 | |||||||
Total notes payable | $ | 4,886,670 | ||||||
Schedule of Debt Conversions [Table Text Block] | ' | |||||||
Convertible debentures consist of the following: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
In December 2003, we issued a debenture in the amount of $30,000 to a third party. The debt accrues interest at 13% per annum and was due December 2005. The holder may convert the debenture into shares of common stock at 100% of the closing price. | $ | 30,000 | $ | 30,000 | ||||
Total convertible debentures | 30,000 | 30,000 | ||||||
Current maturities | -30,000 | -30,000 | ||||||
Long-term portion of convertible debentures | $ | - | $ | - | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | |||||||
Temporary difference between the financial statement carrying amount and tax bases of assets and liabilities that give rise to deferred tax assets relate to the following: | ||||||||
December 31, | December 31, 2012 | |||||||
2013 | ||||||||
Net operating loss carry-forward | $ | 8,434,000 | $ | 7,571,000 | ||||
Reserves | 629,000 | 616,000 | ||||||
Accrued vacation | 53,000 | 54,000 | ||||||
Deferred compensation | 1,028,000 | 893,000 | ||||||
Deferred revenue | 831,000 | 1,030,000 | ||||||
Derivatives | 114,000 | 14,000 | ||||||
11,089,000 | 10,178,000 | |||||||
Valuation allowance | -11,089,000 | -10,178,000 | ||||||
$ | - | $ | - | |||||
Common_and_Preferred_Stock_Tab
Common and Preferred Stock (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Stockholders' Equity Note [Abstract] | ' | |||
Schedule of Stock Options Warrants and Preferred Shares [Table Text Block] | ' | |||
As of December 31, 2013, we have determined that we currently have (i) the following shares of common stock issued, and (ii) outstanding instruments which are convertible into the shares of common stock indicated below in connection with stock options, warrants, and preferred shares previously issued by the Company or agreements with the Company: | ||||
999,385,151 | Common Stock Granted and Outstanding | |||
550,000 | Common Stock Granted and Outstanding, but not vested | |||
4,309,983 | 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) | |||
1,033,617,108 | Total Common Shares Outstanding and Accounted For/Reserved | |||
Commitments_and_Contingencie_T
Commitments and Contingencie (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
We lease various office spaces which leases run from October 2010 through May 2015. We have future minimum rental payments as follows: | |||||
Years ending December 31, | Amount | ||||
2014 | 93,330 | ||||
2015 | 29,852 | ||||
2016 | - | ||||
2017 | - | ||||
2018 | - | ||||
Total | $ | 123,182 | |||
Organization_Basis_of_Presenta3
Organization, Basis of Presentation and Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Organization, Basis of Presentation and Significant Accounting Policies [Line Items] | ' | ' |
Net Loss Basic EPS (in dollars) | ($3,081,614) | ($2,077,980) |
Net Loss Diluted EPS (in dollars) | ($3,081,614) | ($2,077,980) |
Shares Basic EPS (in shares) | 997,957,617 | 997,770,670 |
Effect of dilutive securities: | ' | ' |
Shares Warrants & Restricted Stock (in shares) | 0 | 0 |
Shares Diluted EPS (in shares) | 997,957,617 | 997,770,670 |
Per Share Basic EPS (in dollars per share) | $0 | $0 |
Effect of dilutive securities: | ' | ' |
Per Share Warrants & Restricted Stock (in dollars per share) | $0 | $0 |
Per Share Diluted EPS (in dollars per share) | $0 | $0 |
Organization_Basis_of_Presenta4
Organization, Basis of Presentation and Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Now Solutions [Member] | Now Solutions [Member] | Government Internet Systems Inc [Member] | Priority Time Systems Inc [Member] | |||
Organization, Basis of Presentation and Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | 75.00% | 25.00% | 84.50% | 90.00% |
Percentage Of License Fee For First Year Maintenance | 18.00% | ' | ' | ' | ' | ' |
Allowance For Doubtful Accounts Receivable, Current | $83,326 | $52,100 | ' | ' | ' | ' |
Income Tax Examination, Likelihood of Unfavorable Settlement | 'greater than 50% likely | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 33,681,957 | 30,681,957 | ' | ' | ' | ' |
Going_Concern_Uncertainty_Deta
Going Concern Uncertainty (Details Textual) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Working Capital Deficit | $14.90 |
Correction_of_Prior_Year_Infor1
Correction of Prior Year Information (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Retained Earnings (Accumulated Deficit), Total | ($45,691,721) | ($43,198,107) |
Deferred Tax Assets, Gross, Total | 11,089,000 | 10,178,000 |
Selling, General and Administrative Expense, Total | 3,593,074 | 3,190,038 |
Restatement Adjustment [Member] | ' | ' |
Accounts Payable and Accrued Liabilities, Total | ' | 1,691,830 |
Retained Earnings (Accumulated Deficit), Total | ' | 1,576,670 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax, Total | ' | 115,160 |
Deferred Tax Assets, Gross, Total | ' | 1,686,098 |
Selling, General and Administrative Expense, Total | ' | $241,155 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | ' | ' |
Notes payable to related parties | $344,158 | $724,790 |
Current maturities | -344,158 | -724,790 |
Long-term portion of notes payable to related parties | 0 | 0 |
Notes Payable Issued To Related Parties [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Notes payable to related parties | $344,158 | $724,790 |
Related_Party_Transactions_Det1
Related Party Transactions (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | ' | ' |
Debt, Opening Balance | $724,790 | $685,862 |
Borrowings from related parties | 872 | 36,000 |
Payments to related parties | -382,455 | -6,425 |
Adjustment to debt principal due to reapplication of payments | 951 | 9,353 |
Debt, Ending Balance | $344,158 | $724,790 |
Related_Party_Transactions_Det2
Related Party Transactions (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
Oct. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 09, 2013 | Oct. 31, 2013 | Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Nov. 30, 2009 | Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 29, 2012 | Jul. 31, 2011 | Jul. 31, 2011 | Jul. 31, 2011 | Feb. 29, 2012 | Feb. 29, 2012 | Aug. 31, 2013 | Dec. 31, 2009 | |
Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Minimum [Member] | Maximum [Member] | Notes Payable Issued To Related Parties [Member] | Notes Payable Issued To Related Parties [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Robert Farias [Member] | Robert Farias [Member] | Robert Farias [Member] | Robert Farias [Member] | Robert Farias [Member] | Lakeshore Investment, LLC [Member] | Luiz Valdetaro [Member] | Parker, Shumaker & Mills, L.L.P [Member] | ||||||
Third Party Lender [Member] | Minimum [Member] | Maximum [Member] | Note 1 [Member] | Note 2 [Member] | Now Solutions [Member] | Now Solutions [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential Debt Conversion, Converted Instrument, Shares Issued | ' | ' | 4,309,983 | ' | ' | ' | 1,309,983 | 4,309,983 | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | 1,309,983 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Pledged Shares to Secure Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Damages Sought, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $96,946 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $68,500 |
Cancellation Of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 364,679 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 274,679 | 90,000 | 274,679 | 105,300 | ' | ' |
Debt Instrument, Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 18.00% | 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 | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indemnity and Reimbursement Agreement to Reimburse Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Loans Payable | ' | ' | ' | ' | ' | 100,000 | ' | 50,000 | ' | ' | ' | ' | ' | 100,000 | 50,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Relative Fair Value Recorded as Discount | 44,444 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Payable | ' | ' | 23,594 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Default, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 344,158 | 290,258 | ' | ' | ' | ' | ' | 1,228,460 | 262,061 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Payable, Interest-bearing, Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pledge of Stock to Secure Loan | ' | ' | ' | ' | 72,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Restricted Shares of Common Stock Transferred | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Consideration | $85,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Liabilities_and_Fai2
Derivative Liabilities and Fair Value Measurements (Details) (Derivative 1 [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Stock derivative | $263,340 | $31,440 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Stock derivative | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Stock derivative | $0 | $0 |
Derivative_Liabilities_and_Fai3
Derivative Liabilities and Fair Value Measurements (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||
Oct. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 09, 2013 | Oct. 31, 2013 | Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2008 | |
Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | ||||||
Potential Debt Conversion, Converted Instrument, Shares Issued | ' | ' | 4,309,983 | ' | ' | ' | 1,309,983 | 4,309,983 | 3,000,000 |
Derivative Liabilities, Current | ' | ' | $263,340 | $31,440 | ' | ' | ' | ' | ' |
Derivative, Loss on Derivative | ' | ' | 231,901 | 7,205 | ' | ' | ' | ' | ' |
Forbearance Fees Paid With Common Stock Shares | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Notes Payable Secured Shares | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' |
Forbearance Fees Paid With Common Stock | ' | 47,000 | 47,000 | 0 | ' | ' | ' | ' | ' |
Number of Restricted Shares of Common Stock Transferred | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' |
Additional Consideration | 85,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Loans Payable | ' | ' | ' | ' | ' | 100,000 | ' | 50,000 | ' |
Pledge of Stock to Secure Loan | ' | ' | ' | ' | $72,000 | ' | ' | ' | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Equipment (3-5 year life) | $917,281 | $914,876 |
Leasehold improvements (5 year life) | 87,713 | 87,713 |
Furniture and fixtures (3-5 year life) | 45,704 | 46,068 |
Total | 1,050,698 | 1,048,657 |
Accumulated depreciation | -1,028,102 | -1,021,595 |
Property and equipment , Total | $22,596 | $27,062 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation | $11,067 | $18,033 |
Equipment [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' |
Equipment [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' |
Furniture and Fixtures [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' |
Furniture and Fixtures [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Capitalized software development | $926,221 | $762,855 |
Acquired software (5 year life) | 304,410 | 304,336 |
Customer list (5 year life) | 2,200 | 2,200 |
Trademark | 5,000 | 5,000 |
Website (5 year life) | 15,000 | 15,000 |
Total | 1,252,831 | 1,089,391 |
Accumulated amortization | -259,835 | -217,670 |
Intangible assets , Total | $992,996 | $871,721 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization of Intangible Assets | $42,280 | $42,280 |
Acquired Software [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years | ' |
Customer Lists [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years | ' |
Website [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years | ' |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts Payable and Accrued Expenses [Line Items] | ' | ' |
Accounts payable | $2,237,352 | $2,693,038 |
Accrued payroll | 2,241,147 | 2,181,724 |
Accrued payroll tax and penalties | 1,222,323 | 785,141 |
Accrued interest | 1,457,759 | 1,043,894 |
Accrued taxes | 2,151,203 | 2,080,704 |
Accrued liabilities - other | 454,137 | 374,286 |
Accounts Payable and Accrued Liabilities, Current, Total | $9,763,921 | $9,158,787 |
Notes_Payable_and_Convertible_2
Notes Payable and Convertible Debts (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Notes Payable and Convertible Debts [Line Items] | ' | ' |
Third party debt activity, Beginning | $3,705,678 | $3,160,900 |
Repayments of third party notes | -1,480,426 | -334,895 |
Borrowings from third parties | 2,314,150 | 764,244 |
Conversion of accrued interest into notes payable | ' | 65,129 |
Debt discount due to shares issued with debt | -64,144 | ' |
Debt discount due to loan commitment fees accrued | -5,000 | ' |
Adjustment to debt principal due to reapplication of payments | 4,061 | 9,353 |
Amortization of debt discount | 69,144 | 50,300 |
Third party debt activity, Ending | $4,542,512 | $3,705,678 |
Notes_Payable_and_Convertible_3
Notes Payable and Convertible Debts (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Notes Payable and Convertible Debts [Line Items] | ' | ' |
Total notes payable to third parties | $4,512,512 | $3,675,678 |
Current maturities | -3,006,561 | -2,486,810 |
Long-term portion of notes payable to third parties | 1,505,951 | 1,188,868 |
Notes Payable 1 [Member] | ' | ' |
Notes Payable and Convertible Debts [Line Items] | ' | ' |
Total notes payable to third parties | 1,226,328 | 449,396 |
Notes Payable 2 [Member] | ' | ' |
Notes Payable and Convertible Debts [Line Items] | ' | ' |
Total notes payable to third parties | 1,228,460 | 1,241,570 |
Notes Payable 3 [Member] | ' | ' |
Notes Payable and Convertible Debts [Line Items] | ' | ' |
Total notes payable to third parties | 470,860 | 679,034 |
Notes Payable 4 [Member] | ' | ' |
Notes Payable and Convertible Debts [Line Items] | ' | ' |
Total notes payable to third parties | 0 | 253,465 |
Notes Payable 5 [Member] | ' | ' |
Notes Payable and Convertible Debts [Line Items] | ' | ' |
Total notes payable to third parties | $1,586,864 | $1,052,213 |
Notes_Payable_and_Convertible_4
Notes Payable and Convertible Debts (Details 2) (USD $) | Dec. 31, 2013 |
Notes Payable and Convertible Debts [Line Items] | ' |
2014 | $3,380,719 |
2015 | 115,916 |
2016 | 129,329 |
2017 | 144,295 |
2018+ | 1,116,411 |
Total notes payable | $4,886,670 |
Notes_Payable_and_Convertible_5
Notes Payable and Convertible Debts (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Notes Payable and Convertible Debts [Line Items] | ' | ' |
Total convertible debentures | $30,000 | $30,000 |
Current maturities | -30,000 | -30,000 |
Convertible Debt, Noncurrent | 0 | 0 |
Convertible Debt [Member] | ' | ' |
Notes Payable and Convertible Debts [Line Items] | ' | ' |
Total convertible debentures | $30,000 | $30,000 |
Notes_Payable_and_Convertible_6
Notes Payable and Convertible Debts (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||
Oct. 31, 2013 | Aug. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2005 | Dec. 31, 2003 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 04, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Feb. 29, 2012 | Jan. 09, 2013 | Feb. 29, 2012 | Dec. 31, 2012 | Mar. 15, 2013 | Feb. 15, 2013 | Jan. 09, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | |
Convertible Debt [Member] | Convertible Debt [Member] | Unsecured Notes Payable [Member] | Unsecured Notes Payable [Member] | Third Party [Member] | Third Party [Member] | Third Party [Member] | Third Party [Member] | Third Party One [Member] | Third Party One [Member] | Third Party One [Member] | Third Party Two [Member] | Third Party Three [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Now Solutions [Member] | Now Solutions [Member] | Now Solutions [Member] | Now Solutions [Member] | Now Solutions [Member] | Now Solutions [Member] | Lakeshore Investment, LLC [Member] | Lakeshore Investment, LLC [Member] | Lakeshore Investment, LLC [Member] | Lakeshore Investment, LLC [Member] | Lakeshore Investment, LLC [Member] | Lakeshore Investment, LLC [Member] | Lakeshore Investment, LLC [Member] | Lakeshore Investment, LLC [Member] | Lakeshore Investment, LLC [Member] | Vertical Healthcare Solutions Inc [Member] | Vertical Healthcare Solutions Inc [Member] | ||||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Loans Payable [Member] | Tara Financial Services and Robert Farias [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Stage One [Member] | Stage Two [Member] | Stage Three [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Notes Payable and Convertible Debts [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $80,000 | ' | $105,300 | $775,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discounts | ' | ' | ' | 69,144 | 50,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' |
Payments of Debt Extinguishment Costs | ' | ' | ' | 0 | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment Of Debt Interest Rate | ' | ' | ' | ' | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 275,000 | ' | ' | 275,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,759,150 | ' | ' | ' | ' | ' | ' | 150,000 | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 9,000 | ' | ' | ' | ' | ' | 11,000 | ' | ' | ' | ' | 9,000 | ' | 11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,232 | 1,759,150 | ' | ' | ' | ' | ' | ' | ' |
Notes Issued In Connection With Loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' |
Debt Instrument, Interest Rate During Period | ' | ' | ' | ' | ' | 13.00% | ' | 10.00% | 15.00% | ' | ' | ' | ' | ' | 11.00% | 18.00% | 18.00% | 18.00% | ' | ' | ' | ' | 10.00% | 10.00% | 11.00% | 11.00% | ' | ' | 10.00% | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | 64,144 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,700 | ' |
Proceeds from Other Debt | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 305,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 613,905 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 90,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Certain Party Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,759,150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note Maturity Year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 | ' | ' | ' | ' | ' | ' | ' | ' |
Principal Payments to Release Collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 290,000 | 590,000 | 890,000 | ' | ' |
Interest in Net Claim Proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,978 | ' | ' | ' | ' | ' | ' | ' |
Remedy for Principal Payment | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 15.00% | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' |
Forbearance Fees for Return of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' |
Forbearance Fees Paid With Common Stock Shares | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Forbearance Fees Paid With Common Stock | ' | 47,000 | ' | 47,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Interest Rate Increased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Lender Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Lender | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Additional Payment To Lender | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of New Software Sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From New Software Sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From New Software Sales 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of New Software Sales 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Default, Amount | ' | ' | ' | ' | ' | ' | ' | 1,226,328 | 418,997 | ' | ' | ' | ' | 470,860 | ' | ' | 253,465 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,228,460 | 262,061 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | 20-Dec-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-13 | 31-Dec-22 | ' | 31-Dec-12 | 31-Dec-22 | 31-Dec-18 | 31-Dec-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-22 | 31-Dec-24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued As Consideration For Amendment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued To Note Holder | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Secured By Stock Pledges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,976,296 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Rate | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Annual Principal Payment | ' | ' | ' | ' | 679,034 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weekly Payment of Forbearance Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' |
Percentage of Bonus on Profit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income (Loss) Attributable to Noncontrolling Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,457,240 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,129 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of Debt, Gain (Loss), Net of Tax | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Interest Rate Debt Default | ' | ' | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | $44,444 | ' | ' | ' | ' | ' | $44,444 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Line Items] | ' | ' |
Net operating loss carry-forward | $8,434,000 | $7,571,000 |
Reserves | 629,000 | 616,000 |
Accrued vacation | 53,000 | 54,000 |
Deferred compensation | 1,028,000 | 893,000 |
Deferred revenue | 831,000 | 1,030,000 |
Derivatives | 114,000 | 14,000 |
Deferred Tax Assets, Gross | 11,089,000 | 10,178,000 |
Valuation allowance | -11,089,000 | -10,178,000 |
Deferred Tax Assets, Net | $0 | $0 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Line Items] | ' | ' |
Operating Loss Carryforwards | $19.40 | $17.40 |
Operating Loss Carryforwards Expiration Date1 | 'expire in varying amounts through 2033 | ' |
Common_and_Preferred_Stock_Det
Common and Preferred Stock (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Common Stock Granted and Outstanding | 999,385,151 |
Common Stock Granted and Outstanding, but not vested | 550,000 |
Potential Debt Conversion, Converted Instrument, Shares Issued | 4,309,983 |
Total Common Shares Outstanding and Accounted For/Reserved | 1,033,617,108 |
Series A Preferred Stock [Member] | ' |
Potential Stock Issued For Conversion Of Convertible Securities | 24,250,000 |
Series B Preferred Stock [Member] | ' |
Potential Stock Issued For Conversion Of Convertible Securities | 27,274 |
Series C Preferred Stock [Member] | ' |
Potential Stock Issued For Conversion Of Convertible Securities | 5,000,000 |
Series D Preferred Stock [Member] | ' |
Potential Stock Issued For Conversion Of Convertible Securities | 94,700 |
Common_and_Preferred_Stock_Det1
Common and Preferred Stock (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
Oct. 31, 2013 | Aug. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 09, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Mar. 15, 2013 | Feb. 15, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | Dec. 31, 2008 | Aug. 31, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | 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 | |
Lakeshore Investment, LLC [Member] | Lakeshore Investment, LLC [Member] | Lakeshore Investment, LLC [Member] | Lakeshore Investment, LLC [Member] | Luiz Valdetaro [Member] | Mountain Reservoir Corporation [Member] | Mountain Reservoir Corporation [Member] | Lakeshore Investment, LLC [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Third Party Lender [Member] | Employee Stock Option [Member] | Consultant [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 | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forbearance Fees Paid With Common Stock | ' | 47,000 | ' | 47,000 | 0 | ' | ' | 47,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remedy For Principal Payment | ' | 25.00% | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased and Retired During Period, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 |
Common Stock Reimbursement Period | ' | '1 year | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | 550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Granted, Value, Share-based Compensation, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,226 | 45,000 | 28,350 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | ' | ' | 1,000,000,000 | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | ' | ' | 998,985,151 | 997,935,151 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | ' | ' | ' | 998,985,151 | 997,935,151 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity, Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | 250,000 | 375,000 | 375,000 | 200,000 | 200,000 | 300,000 | 300,000 | ' |
Preferred Stock, Dividend Rate, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | 4.00% | 10.00% | 10.00% | 4.00% | 4.00% | 15.00% | 15.00% | ' |
Temporary Equity, Shares Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,500 | 48,500 | 7,200 | 7,200 | 50,000 | 50,000 | 25,000 | 25,000 | ' |
Temporary Equity Liquidation Preference Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | 4.00% | ' | ' | ' | ' |
Rate Of Conversion Of Preferred Share To Common Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | 3.788 | ' | 400 | ' | 3.788 | ' | ' |
Preferred Stock, Voting Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '500 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500 | ' | ' | ' | ' |
Temporary Equity, Liquidation Preference | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200 | ' | ' | ' | 100 | ' | ' | ' | ' |
Temporary Equity, Redemption Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.25 | ' | ' | ' | $6.25 | ' | ' |
Temporary Equity, Redemption Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000 | ' | ' | ' | 156,250 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | ' | ' | 45,000 | 16,171 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends, Preferred Stock, Total | ' | ' | ' | 7,629,712 | 7,041,712 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | ' | ' | ' | ' | 400,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures, Total | ' | ' | 6,200 | ' | 7,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | ' | ' | ' | 8,276 | 12,179 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excess Stock, Shares Authorized | ' | ' | ' | 33,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Pledged Shares to Secure Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loans Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | 100,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pledge of Stock to Secure Loan | ' | ' | ' | ' | ' | ' | 72,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Restricted Shares of Common Stock Transferred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Consideration | 85,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Relative Fair Value Recorded as Discount | 44,444 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indemnity and Reimbursement Agreement to Reimburse Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain_on_Settlement_of_Current_1
Gain on Settlement of Current Liabilities (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Gain On Settlement Of Current Liabilities [Line Items] | ' | ' |
Gain On Settlement of Debt Where Statute of Limitations Exceeded | $334,100 | $0 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
2014 | $93,330 |
2015 | 29,852 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
Total | $123,182 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Detail Textual) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Feb. 04, 2014 | Apr. 15, 2014 | Nov. 16, 2012 | Aug. 05, 2012 | Dec. 31, 2011 | Jan. 15, 2010 | Apr. 07, 2010 | Apr. 15, 2014 | Oct. 26, 2012 | Jul. 08, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Jan. 15, 2014 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Third Party Lender [Member] | Third Party Lender [Member] | Micro Focus [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] | |||
Texas Action [Member] | California Action [Member] | Texas Action [Member] | Micro Focus [Member] | Micro Focus [Member] | Micro Focus [Member] | |||||||||||||||
Final Installment Payments [Member] | Second Installment [Member] | |||||||||||||||||||
Loss Contingency, Damages Sought, Value | ' | ' | ' | ' | ' | ' | ' | ' | $195,000 | $76,303 | ' | ' | $133,750 | ' | ' | ' | ' | ' | ' | ' |
Litigation Settlement, Amount | ' | ' | ' | ' | 250,000 | ' | 82,500 | ' | ' | ' | 65,440 | ' | ' | ' | ' | 134,000 | 350,000 | 420,000 | 70,000 | 375,000 |
Loss Contingency, Loss in Period | ' | ' | ' | ' | ' | ' | ' | ' | 220,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued liabilities | ' | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense | 151,968 | 173,373 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty Revenue, Total | 53,971 | 10,180 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Litigation Settlement Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,000 | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | 275,000 | 275,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Litigation Settlement, Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $80,000 | ' | ' | ' |
Litigation Settlement, Accrued Interest Rate | ' | ' | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Dec. 31, 2013 | |
Subsequent Event [Member] | ||
Debt Instrument, Fee Amount | ' | $14,500 |
Debt Instrument, Face Amount | ' | 150,000 |
Proceeds from Issuance of Debt | ' | 150,000 |
Debt Instrument, Interest Rate During Period | ' | 12.00% |
Debt Instrument, Maturity Date | 20-Dec-13 | 15-May-14 |
Contractual Obligation, Total | ' | $43,500 |