Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 20, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'SilverSun Technologies, Inc. | ' | ' |
Document Type | '10-K | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 117,704,334 | ' |
Entity Public Float | ' | ' | $6,898,216 |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001236275 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $762,892 | $4,483 |
Accounts receivable, net of allowance for bad debts of $80,000 and $80,000 | 1,574,996 | 1,509,532 |
Deferred tax asset – current | 40,000 | 0 |
Prepaid expenses and other current assets | 159,276 | 131,520 |
Total current assets | 2,537,164 | 1,645,535 |
Property, plant and equipment, net | 241,895 | 250,233 |
Intangible assets, net | 687,880 | 884,513 |
Deferred tax asset | 80,000 | 0 |
Deposits and other assets | 22,836 | 21,996 |
Total assets | 3,569,775 | 2,802,277 |
Current liabilities: | ' | ' |
Bank line of credit | 0 | 178,633 |
Note payable to related party | 20,000 | 20,000 |
Current portion of long-term debt | 175,000 | 0 |
Accounts payable and accrued expenses | 1,836,229 | 1,953,182 |
Accrued interest | 13,291 | 12,422 |
Due to related party | 2,672 | 5,942 |
Capital lease obligations – current portion | 53,726 | 88,829 |
Deferred revenue | 1,715,555 | 1,357,800 |
Total current liabilities | 3,816,473 | 3,616,808 |
Capital lease obligations – long-term | 48,624 | 0 |
Long-term debt | 104,517 | 0 |
Total liabilities | 3,969,614 | 3,616,808 |
Commitments and Contingencies | ' | ' |
Stockholders' deficit: | ' | ' |
Additional paid-in capital | 10,808,361 | 10,716,224 |
Accumulated deficit | -11,209,378 | -11,531,926 |
Total stockholders' deficit | -399,839 | -814,531 |
Total liabilities and stockholders' deficit | 3,569,775 | 2,802,277 |
Preferred Stock [Member] | ' | ' |
Stockholders' deficit: | ' | ' |
Preferred stock, value | 0 | 0 |
Series A Preferred Stock [Member] | ' | ' |
Stockholders' deficit: | ' | ' |
Preferred stock, value | 0 | 0 |
Series B Preferred Stock [Member] | ' | ' |
Stockholders' deficit: | ' | ' |
Preferred stock, value | 1 | 1 |
Common Class A [Member] | ' | ' |
Stockholders' deficit: | ' | ' |
Common stock, value | 1,177 | 1,170 |
Common Class B [Member] | ' | ' |
Stockholders' deficit: | ' | ' |
Common stock, value | $0 | $0 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts receivable, allowance for bad debts (in Dollars) | $80,000 | $80,000 |
Par value (in Dollars per share) | $0.00 | ' |
Authorized | 750,000,000 | ' |
Issued | 117,676,976 | 116,950,933 |
Outstanding | 117,676,976 | 116,950,933 |
Preferred Stock [Member] | ' | ' |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $1 | $1 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Series A Preferred Stock [Member] | ' | ' |
Preferred stock, authorized | 2 | 2 |
Preferred stock, par value (in Dollars per share) | $1 | $1 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ' | ' |
Preferred stock, authorized | 1 | 1 |
Preferred stock, par value (in Dollars per share) | $1 | $1 |
Preferred stock, issued | 1 | 1 |
Preferred stock, outstanding | 1 | 1 |
Common Class A [Member] | ' | ' |
Par value (in Dollars per share) | $0.00 | $0.00 |
Authorized | 750,000,000 | 750,000,000 |
Issued | 117,676,976 | 116,950,933 |
Outstanding | 117,676,976 | 116,950,933 |
Common Class B [Member] | ' | ' |
Par value (in Dollars per share) | $0.00 | $0.00 |
Authorized | 50,000,000 | 50,000,000 |
Issued | 0 | 0 |
Outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ' | ' |
Software product, net | $3,419,154 | $2,432,187 |
Service, net | 13,980,897 | 10,746,798 |
Total revenues, net | 17,400,051 | 13,178,985 |
Cost of revenues: | ' | ' |
Product | 1,707,142 | 1,173,510 |
Service | 8,942,768 | 6,671,375 |
Total cost of revenues | 10,649,910 | 7,844,885 |
Gross profit | 6,750,141 | 5,334,100 |
Operating expenses: | ' | ' |
Selling and marketing expenses | 3,244,337 | 2,302,258 |
General and administrative expenses | 2,927,622 | 2,876,456 |
Share-based compensation | 17,616 | 1,136,258 |
Depreciation and amortization | 301,962 | 195,560 |
Total operating expenses | 6,491,537 | 6,510,532 |
Income (loss) from operations | 258,604 | -1,176,432 |
Other income (expense): | ' | ' |
Gain from bargain purchase | 0 | 17,932 |
Interest expense, net | -56,056 | -76,670 |
Total other income (expense) | -56,056 | -58,738 |
Income (loss) from operations before income taxes | 202,548 | -1,235,170 |
Income tax benefit | -120,000 | 0 |
Net income (loss) | $322,548 | ($1,235,170) |
Basic and diluted net income (loss) per share attributable to SilverSun Technologies, Inc. shareholders: | ' | ' |
Basic income (loss) per common share (in Dollars per share) | $0 | ($0.01) |
Diluted income (loss) per common share (in Dollars per share) | $0 | ($0.01) |
Weighted average shares outstanding: | ' | ' |
Basic (in Shares) | 117,060,232 | 115,395,550 |
Diluted (in Shares) | 117,060,232 | 115,395,550 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (USD $) | Stock Issued for Convertible Promissory Note [Member] | Stock Issued for Convertible Promissory Note [Member] | Stock Issued for Convertible Promissory Note [Member] | Stock Issued as Repayment of Accrued Liabilities [Member] | Stock Issued as Repayment of Accrued Liabilities [Member] | Stock Issued as Repayment of Accrued Liabilities [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Class A [Member] | Common Class A [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Common Class A [Member] | Additional Paid-in Capital [Member] | Common Class A [Member] | Additional Paid-in Capital [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||||
Balance at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' | ' | $22,886 | $1 | ' | $45 | ' | $9,326,973 | ($10,296,756) | $47,206 | ($899,645) |
Balance (in Shares) at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' | ' | 2 | 1 | ' | 4,456,912 | ' | ' | ' | ' | ' |
Exchange of shares of SWK for shares of SilverSun Technologies, Inc | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 227 | ' | 46,979 | ' | -47,206 | ' |
Exchange of shares of SWK for shares of SilverSun Technologies, Inc (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,664,678 | ' | ' | ' | ' | ' |
Conversion of Series A Preferred Stock to common stock | ' | ' | ' | ' | ' | ' | -22,886 | ' | ' | 24 | ' | 22,862 | ' | ' | ' | ' |
Conversion of Series A Preferred Stock to common stock (in Shares) | ' | ' | ' | ' | ' | ' | -2 | ' | ' | 2,385,650 | ' | ' | ' | ' | ' | ' |
Issuance of common stock for debt | 868 | 43,708 | 43,946 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for debt (in Shares) | 86,793,693 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,136,258 | ' | ' | 1,136,258 |
Issuance of warrants for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105,080 | ' | ' | 105,080 |
Issuance of common stock for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | 34,994 | ' | ' | 35,000 |
Issuance of common stock for services (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 650,000 | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,235,170 | ' | -1,235,170 |
Balance at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | 0 | 1 | ' | 1,170 | ' | 10,716,224 | -11,531,926 | ' | -814,531 |
Balance (in Shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | 0 | 1 | ' | 116,950,933 | ' | ' | ' | ' | ' |
Issuance of common stock for debt | ' | ' | ' | 2 | 24,998 | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for debt (in Shares) | ' | ' | ' | 215,517 | ' | 215,517 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,616 | ' | ' | 17,616 |
Issuance of warrants for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,528 | ' | ' | 28,528 |
Common stock issued in a cashless exercise of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | -2 | ' | ' | ' |
Common stock issued in a cashless exercise of warrants (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 210,526 | ' | ' | ' | ' | ' |
Issuance of common stock for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | 20,997 | ' | ' | 21,000 |
Issuance of common stock for services (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | 300,000 |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 322,548 | ' | 322,548 |
Balance at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | $0 | $1 | ' | $1,177 | ' | $10,808,361 | ($11,209,378) | ' | ($399,839) |
Balance (in Shares) at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | 0 | 1 | ' | 117,676,976 | ' | ' | ' | ' | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $322,548 | ($1,235,170) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Deferred income taxes | -120,000 | 0 |
Depreciation and amortization | 105,330 | 92,037 |
Amortization of intangibles | 196,633 | 103,523 |
Amortization of debt discount | 0 | 4,250 |
Provision for bad debts | 0 | 39,000 |
Share-based compensation | 17,616 | 1,136,258 |
Gain from bargain purchase | 0 | -17,932 |
Common stock issued for services | 21,000 | 35,000 |
Warrant issued in exchange for services | 28,528 | 105,080 |
Changes in certain assets and liabilities: | ' | ' |
Accounts receivable | -65,464 | -667,315 |
Prepaid expenses and other assets | -27,756 | 22,240 |
Deposits and other assets | -840 | 35,925 |
Accounts payable and accrued liabilities | -91,953 | 693,137 |
Accrued interest | 869 | 4,747 |
Due to related parties | -3,270 | -393 |
Deferred revenues | 357,755 | 42,416 |
Net cash provided by operating activities | 740,996 | 392,803 |
Cash flows from investing activities: | ' | ' |
Acquisition of new business | 0 | -441,964 |
Software development costs | 0 | -198,591 |
Purchases of equipment | -30,364 | -103,819 |
Net cash used in investing activities | -30,364 | -744,374 |
Cash flows from financing activities: | ' | ' |
Repayment of notes payable to related parties | 0 | -7,054 |
Proceeds from (repayment of) line of credit, net | -178,633 | 178,633 |
Proceed from term loan | 350,000 | 0 |
Repayment of term loan | -70,483 | 0 |
Principal payment under capital lease obligations | -53,107 | -49,247 |
Net cash provided by financing activities | 47,777 | 122,332 |
Net increase (decrease) in cash and cash equivalents | 758,409 | -229,239 |
Cash and cash equivalents, beginning of year | 4,483 | 233,722 |
Cash and cash equivalents, end of year | 762,892 | 4,483 |
During the year, cash was paid for the following: | ' | ' |
Income taxes | 0 | 0 |
Interest | $69,134 | $66,776 |
SUPPLEMENTAL_SCHEDULE_OF_NONCA
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | 12 Months Ended | |
Dec. 31, 2013 | ||
Supplemental Cash Flow Elements [Abstract] | ' | |
Cash Flow, Supplemental Disclosures [Text Block] | ' | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
For the Year Ended December 31, 2013: | ||
a) The Company incurred approximately $66,628 in capital lease obligations. | ||
b) The Company issued 210,526 shares of common stock in a cashless exercise of warrants for 250,000 shares at an exercise | ||
price of $0.03 per share. | ||
c) The Company issued 215,517 shares of common stock with a fair value of $25,000 for repayment of accrued liabilities in the amount of $25,000. | ||
d) The Company issued 300,000 shares of common stock with a fair value of $21,000 in exchange for services. | ||
For the Year Ended December 31, 2012: | ||
a) | The Company converted $43,946 of the Convertible Promissory Note (as defined herein) at a fixed conversion rate of 1,975 shares per $1 for 86,793,693 shares of the Company’s Class A common stock, par value $0.00001 (the “Common Stock”). | |
b) | The Company converted 2 shares of Series A Convertible preferred stock for 2,385,650 shares of Common Stock. | |
c) | The Company bought back their 20% interest in SWK Technologies, Inc. for 22,664,678 shares of Common Stock. | |
d) | The Company incurred approximately $73,709 in capital lease obligations. | |
The accompanying notes are an integral part of these consolidated financial statements. | ||
NOTE_1_DESCRIPTION_OF_BUSINESS
NOTE 1 - DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
NOTE 1 - DESCRIPTION OF BUSINESS | |
Description of Business | |
SilverSun Technologies, Inc. (the “Company”) is an information technology company, and a value added reseller and master developer for Sage Software’s Sage100/500 and ERP X3 financial and accounting software as well as the publisher of its own proprietary Electronic Data Interchange (EDI) software, “MAPADOC.” The Company focuses on the business software and information technology consulting market, and is looking for other opportunities to grow its business. The Company sells services and products to various end users, manufacturers, wholesalers and distributor industry clients located throughout the United States. In June 2011, the Company changed its name from Trey Resources, Inc. to SilverSun Technologies, Inc. The Company is publicly traded and is currently quoted on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “SSNT.” | |
In June 2012 the Company completed the purchase of selected assets and obligations of HighTower, Inc., a leading Chicago-based reseller of Sage software applications and a publisher of proprietary business management enhancements. | |
NOTE_2_SUMMARY_OF_SIGNIFICANT_
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||
Basis of Presentation | |||||||||
The accompanying consolidated financial statements include the accounts of SilverSun Technologies, Inc. (the “Company”) and its wholly-owned subsidiary, SWK Technologies, Inc. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. All significant inter-company transactions and accounts have been eliminated in consolidation. | |||||||||
Noncontrolling interest had represented third party ownership in the net assets of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority owned subsidiaries are consolidated with those of our own, with any third party investor’s interest shown as noncontrolling interest. | |||||||||
On May 6, 2009, the Company sold twenty-five (25) newly issued shares or 20% of the stock of SWK Technologies, Inc. (“SWK”), a subsidiary of SilverSun Technologies, Inc., for a purchase price of $150,000 to the President of SWK. | |||||||||
On January 12, 2012, SilverSun Technologies, Inc. entered into a share exchange agreement (the “Agreement”) with certain shareholders and the President (the “SWK Shareholders”) of SWK Technologies, Inc. Pursuant to the terms of the Agreement, the SWK Shareholders exchanged an aggregate of 25 shares of SWK to the Company for a total of 22,664,678 shares (the “Exchange Shares”) of the Company’s common stock (the “Exchange”). The shares had a fair value of approximately $612,000 ($0.027 per share) at the time of exchange. The transaction was recorded as an equity transaction. SWK is now a wholly-owned subsidiary of the Company. | |||||||||
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 the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include: | |||||||||
1. Revenue recognition of software sales | |||||||||
2. Allowance for doubtful accounts | |||||||||
3. Fair market value of share based payments and other equity instruments | |||||||||
4. Valuation of intangible assets | |||||||||
5. Valuation of deferred tax assets and liabilities | |||||||||
Revenue Recognition | |||||||||
Revenue is recognized when products are shipped, or services are rendered, evidence of a contract exists, the price is fixed or reasonably determinable, and collectability is reasonably assured. | |||||||||
Product Revenue | |||||||||
Software product revenue is recognized when the product is shipped to the customer. The Company treats the software component and the professional services consulting component as two separate arrangements that represent separate units of accounting. The arrangement consideration is allocated to each unit of accounting based upon that unit’s proportion of the fair value. In a situation where both components are present, software sales revenue is recognized when collectability is reasonably assured and the product is delivered and has stand-alone value based upon vendor specific objective evidence (see below for recognition of professional service revenue). | |||||||||
Service Revenue | |||||||||
Service revenue is comprised of primarily professional service consulting revenue, maintenance revenue and other ancillary services provided as described below. Professional service revenue is recognized as service time is incurred. | |||||||||
With respect to maintenance services, upon the completion of one year from the date of sale, considered to be the warranty period, the Company offers customers an optional annual software maintenance and support agreement for subsequent one-year periods. Maintenance and support agreements are recorded as deferred revenue and recognized over the respective terms of the agreements, which typically range from three months to one year and are included in services revenue in the Consolidated Statements of Operations | |||||||||
Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts. | |||||||||
Concentration of Credit Risk | |||||||||
For the years ended December 31, 2013 and 2012, our top ten customers accounted for 19% ($3,159,000) and 17% ($2,262,000), respectively, of our total revenues. The Company does not rely on any one specific customer for any significant portion of our revenue base. | |||||||||
For the years ended December 31 2013 and 2012, purchases from one supplier were approximately 31% and 47% of cost of revenues, respectively. | |||||||||
For the years ended December 31, 2013 and 2012, one supplier represented approximately 52% and 43% of total accounts payable, respectively. | |||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash and cash equivalents. As of December 31, 2013 the Company believes it has no significant risk related to its concentration of accounts receivable. | |||||||||
Accounts Receivable | |||||||||
Accounts receivable consist primarily of invoices for maintenance and professional services. Full payment for software ordered by customers is due in advance of ordering from the software supplier. Payments for maintenance and support plan renewals are due before the beginning of the maintenance period. Terms under our professional service agreements are generally 50% due in advance and the balance on completion of the services. | |||||||||
The Company maintains an allowance for bad debt estimated by considering a number of factors, including the length of time the amounts are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations and the condition of the general economy and the industry as a whole. | |||||||||
Property and Equipment | |||||||||
Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally five to seven years. Maintenance and repairs that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred. | |||||||||
When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the Statements of Operations. | |||||||||
Deferred Revenues | |||||||||
Deferred revenues consist of maintenance service, customer support services, including telephone support and deposits for future consulting services which will be earned as services are performed over the contractual or stated period, which generally ranges from three to twelve months. | |||||||||
Deferred Income Taxes | |||||||||
Deferred income taxes reflects the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss carryforwards. Deferred tax assets and liabilities are classified as current or non-current based on the classification of the related assets or liabilities for financial reporting, or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactment date. | |||||||||
The Company has federal net operating loss (“NOL”) carryforwards which are subject to limitations under Section 382 of the Internal Revenue Code. | |||||||||
Income Tax Uncertainties | |||||||||
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by applicable accounting principles. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions, based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in finance income (expense), net in the Consolidated Statements of Operations. | |||||||||
There were no liabilities for uncertain tax positions at December 31, 2013 and 2012. | |||||||||
Fair Value Measurement | |||||||||
The Company adopted the provisions of the accounting pronouncement which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under the provisions of the pronouncement, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. | |||||||||
The pronouncement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: | |||||||||
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | |||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | |||||||||
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | |||||||||
The Company’s current financial assets and liabilities approximate fair value due to their short term nature and include cash, accounts receivable, accounts payable, capital leases and line of credit. | |||||||||
See also Notes 4, 5 and 13. | |||||||||
Definite Lived Intangible Assets | |||||||||
The values assigned to purchased intangible assets were based on an independent valuation. Purchased intangible assets are amortized over the useful lives of the asset using the straight-line amortization method. | |||||||||
The Company assesses potential impairment of its intangible assets when there is evidence that recent events or changes in circumstances have made recovery of an asset’s carrying value unlikely. Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results. | |||||||||
Long-Lived Assets | |||||||||
Long-lived assets are reviewed for impairment when circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of such assets is measured by a comparison of the carrying amount of the assets to the future net cash flows estimated by the Company to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were identified or recorded in the years ended December 31, 2013 and 2012. | |||||||||
Stock-Based Compensation | |||||||||
Compensation expense related to share-based transactions, including employee stock options, is measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, the Company recognizes expense over the requisite service period on a straight-line basis (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. | |||||||||
Earnings per Share | |||||||||
The Company’s basic income (loss) per common share is based on net income (loss) for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted income per common share is based on net income, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding stock options and warrants to the extent they are dilutive. Diluted loss per share does not include common stock equivalents, stock options and warrants, as these shares would have an anti-dilutive effect as their exercise prices were above the market price of the Company’s common stock at December 31, 2013 | |||||||||
The computation of EPS is approximately as follows: | |||||||||
Year Ended | Year Ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Basic net income (loss) per share: | |||||||||
Net income (loss) attributable to common | $ | 322,548 | $ | (1,235,170 | ) | ||||
stockholders | |||||||||
Weighted-average common shares outstanding | 117,060,232 | 115,395,550 | |||||||
Basic net income (loss) per share attributable to | $ | 0 | $ | (0.01 | ) | ||||
common stockholders | |||||||||
Diluted net income (loss) per share: | |||||||||
Net income (loss) attributable to common | $ | 322,548 | $ | (1,235,170 | ) | ||||
stockholders | |||||||||
Weighted-average common shares outstanding | 117,060,232 | 115,395,550 | |||||||
Incremental shares attributable to warrants and | - | - | |||||||
convertible promissory note | |||||||||
Total adjusted weighted-average shares | 117,060,232 | 115,395,550 | |||||||
Diluted net income (loss) per share attributable to | $ | 0 | $ | (0.01 | ) | ||||
common stockholders | |||||||||
The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share. | |||||||||
2013 | 2012 | ||||||||
Stock options | 2,673,476 | 2,874,710 | |||||||
Warrants | 750,000 | 750,000 | |||||||
Total potential dilutive securities not included in loss per share | 3,423,476 | 3,624,710 | |||||||
Recent Accounting Pronouncements | |||||||||
No recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements. | |||||||||
NOTE_3_PROPERTY_AND_EQUIPMENT
NOTE 3 - PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
NOTE 3 - PROPERTY AND EQUIPMENT | |||||||||
Property and equipment is summarized as follows: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Leasehold improvements | $ | 30,557 | $ | 30,557 | |||||
Equipment, furniture and fixtures | 1,001,920 | 904,928 | |||||||
1,032,477 | 935,485 | ||||||||
Less: Accumulated depreciation | (790,582 | ) | (685,252 | ) | |||||
Property and equipment, net | $ | 241,895 | $ | 250,233 | |||||
Depreciation and amortization expense related to these assets for the years ended December 31, 2013 and 2012 was $105,330 and $92,037. | |||||||||
NOTE_4_BUSINESS_COMBINATION
NOTE 4 - BUSINESS COMBINATION | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Business Combination Disclosure [Text Block] | ' | ||||
NOTE 4 – BUSINESS COMBINATION | |||||
In June 2012, the Company’s wholly-owned subsidiary, SWK Technologies, Inc., acquired certain assets of HighTower Inc. for total consideration of $441,964 in cash and noncash assumption of deferred revenue obligation of $299,634. Based on an independent valuation, the purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities according to their respective estimated fair values. The following summarizes the purchase price allocation: | |||||
Current assets | $ | 38,736 | |||
Long-lived assets | 26,794 | ||||
Bargain purchase gain | (17,932 | ) | |||
Intangible assets | 694,000 | ||||
Deferred maintenance liability | (299,634 | ) | |||
Fair value of net assets acquired | $ | 459,896 | |||
Cash paid for acquisition | 441,964 | ||||
Bargain purchase gain | 17,932 | ||||
Total purchase price | $ | 459,896 | |||
Intangible assets acquired are primarily made up of a customer list acquired and proprietary technology. Acquisition costs were approximately $46,000, which are included in general and administrative expenses. | |||||
The Company’s consolidated financial statements for the year ended December 31, 2012 include the results of HighTower since date of acquisition. The following unaudited pro forma information assumes the acquisition occurred on January1, but does not purport to present what the Company’s actual results would have been had the acquisition actually occurred on January 1, 2011, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition. | |||||
Pro - Forma (unaudited) | |||||
Year Ended | |||||
31-Dec-12 | |||||
Total revenue, net | $ | 13,773,967 | |||
Cost of revenues | 8,039,161 | ||||
Operating expenses | 7,008,124 | ||||
Other expense (income) | 56,635 | ||||
Income (loss) before taxes | (1,235,170 | ) | |||
Net income (loss) | $ | (1,329,9538 | ) | ||
Basic income (loss) per common share | $ | (0.01 | ) | ||
Diluted income (loss) per common share | $ | (0.01 | ) | ||
For the year ended December 31, 2012, the HighTower operations contributed approximately $461,647 in net income, which consisted of approximately $1,145,319 in revenues and $683,672 in expenses. These revenues were generated in combination with HighTower and SWK personnel, and likely would not have been achieved if HighTower was a standalone business. | |||||
NOTE_5_INTANGIBLE_ASSETS
NOTE 5 - INTANGIBLE ASSETS | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||||||
NOTE 5 – INTANGIBLE ASSETS | ||||||||||||
Intangible assets consist of intellectual property and customer lists acquired and are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives. | ||||||||||||
The components of intangible assets are as follows: | ||||||||||||
31-Dec-13 | 31-Dec-12 | Estimated Useful Lives | ||||||||||
Proprietary developed software | $ | 294,036 | $ | 294,036 | 5 | |||||||
Intellectual property, customer list, and acquired contracts | 694,000 | 694,000 | 5 | |||||||||
Total intangible assets | $ | 988,036 | $ | 988,036 | ||||||||
Less: accumulated amortization | 300,156 | 103,523 | ||||||||||
$ | 687,880 | $ | 884,513 | |||||||||
Amortization expense related to the above intangible assets was $196,633 and $103,523, respectively, the tears ended December 31, 2013 and 2012. | ||||||||||||
The Company expects amortization expense to be the following: | ||||||||||||
Amortization | ||||||||||||
2014 | $ | 197,607 | ||||||||||
2015 | 197,607 | |||||||||||
2016 | 197,607 | |||||||||||
2017 | 95,059 | |||||||||||
Total | $ | 687,880 | ||||||||||
NOTE_6_LINE_OF_CREDIT_AND_TERM
NOTE 6 - LINE OF CREDIT AND TERM LOAN | 12 Months Ended |
Dec. 31, 2013 | |
Line Of Credit And Term Loan [Abstract] | ' |
Line Of Credit And Term Loan [Text Block] | ' |
NOTE 6 – LINE OF CREDIT AND TERM LOAN | |
In October 2011, the Company negotiated a line of credit from a bank. The agreement included a borrowing base calculation tied to accounts receivable with a maximum availability of $750,000. On August 1, 2013, the Company negotiated a new line of credit and term loan from the bank. The term of the line is for two years and expires on July 31, 2015. The agreement included a borrowing base calculation tied to accounts receivable with a maximum availability of $750,000 at prime plus 1.75% interest (currently 5%). The line is collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s Chief Executive Officer, Mr. Meller. The credit facility requires the Company to pay a monitoring fee of $1,000 monthly. At December 31, 2013, the Company was in compliance with the required financial covenants, the fixed charge ratio and debt to net worth. As of December 31, 2013, the availability under this line was $750,000. | |
Under the term loan, the Company borrowed $350,000 in July 2013 from a bank. The term of the loan is for two years and expires on July 31, 2015. Monthly payments are at $15,776 including interest at 8%. The term loan is collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s Chief Executive Officer, Mr. Meller. At December 31, 2013 the outstanding balance was $279,517. | |
NOTE_7_INCOME_TAXES
NOTE 7 - INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||
NOTE 7 - INCOME TAXES | |||||||||
Significant components of the Company's deferred tax assets and liabilities are summarized as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 2,928,000 | $ | 2,920,000 | |||||
Long lived assets | 270,000 | 326,000 | |||||||
Share based payments | 71,000 | 75,000 | |||||||
Other | 35,000 | 32,000 | |||||||
Deferred tax asset | 3,304,000 | 3,353,000 | |||||||
Deferred tax liabilities: | |||||||||
Long lived assets | (44,000 | ) | (73,000 | ) | |||||
Deferred tax liabilities | (44,000 | ) | (73,000 | ) | |||||
Net deferred tax asset | 3,260,000 | 3,280,000 | |||||||
Less: Valuation allowance | (3,140,000 | ) | (3,280,000 | ) | |||||
Net deferred tax asset | $ | 120,000 | $ | -0- | |||||
The recognized deferred tax asset is based upon the expected utilization of its benefit from future taxable income. The Company has federal net operating loss (“NOL”) carryforwards of approximately $7,552,000 as of December 31, 2013, which is subject to limitations under Section 382 of the Internal Revenue Code. These carryforward losses are available to offset future taxable income, and begin to expire in the year 2025 to 2030. A valuation allowance has been recorded, for those deferred tax assets that management does not believe that the realization is more likely than not. | |||||||||
The foregoing amounts are management’s estimates and the actual results could differ from those estimates. Future profitability in this competitive industry depends on continually obtaining and fulfilling new profitable sales agreements and modifying products. The inability to obtain new profitable contracts could reduce estimates of future profitability, which could affect the Company’s ability to realize the deferred tax assets. | |||||||||
A reconciliation of the statutory income tax rate to the effective rate is as follows for the period December 31, 2013 and 2012: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Federal income tax rate | 34 | % | 34 | % | |||||
State income tax, net of federal benefit | 6 | % | 6 | % | |||||
Permanent differences | 6 | % | 40 | % | |||||
Prior year adjustments | (35 | %) | - | % | |||||
Effective income tax rate | 11 | % | 80 | % | |||||
Effect on valuation allowance | (70 | %) | (80 | %) | |||||
Effective income tax rate | (59.0 | %) | 0 | % | |||||
Income tax (benefit) provision: | |||||||||
Year Ended | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Federal | $ | - | $ | - | |||||
State and local | - | - | |||||||
Total current tax provision | - | - | |||||||
Deferred: | |||||||||
Federal | - | - | |||||||
State and local | - | - | |||||||
Release of valuation allowance | (120,000 | ) | - | ||||||
Total deferred tax (benefit) provision | (120,000 | ) | - | ||||||
Total (benefit) provision | $ | (120,000 | ) | - | |||||
NOTE_8_CAPITAL_LEASE_OBLIGATIO
NOTE 8 - CAPITAL LEASE OBLIGATIONS | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Leases, Capital [Abstract] | ' | ||||
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | ' | ||||
NOTE 8 – CAPITAL LEASE OBLIGATIONS | |||||
The Company has entered into lease commitments for equipment that meet the requirements for capitalization. The equipment has been capitalized and shown in equipment, furniture and leasehold improvements in the accompanying balance sheets. The related obligations are also recorded in the accompanying balance sheets and are based upon the present value of the future minimum lease payments with interest rates ranging from 8.5% to 11.0%. | |||||
At December 31, 2013, future payments under capital leases are as follows over each of the next five fiscal years: | |||||
2014 | $ | 62,499 | |||
2015 | 39,741 | ||||
2016 | 12,457 | ||||
2017 | - | ||||
2018 | - | ||||
Total minimum lease payments | 114,697 | ||||
Less amounts representing interest | (12,347 | ) | |||
Present value of net minimum lease payments | 102,350 | ||||
Less current portion | (53,726 | ) | |||
Long-term capital lease obligation | $ | 48,624 | |||
NOTE_9_DUE_TO_RELATED_PARTY
NOTE 9 - DUE TO RELATED PARTY | 12 Months Ended |
Dec. 31, 2013 | |
Compensation Related Costs [Abstract] | ' |
Compensation Related Costs, General [Text Block] | ' |
NOTE 9 – DUE TO RELATED PARTY | |
Amounts owed to Mr. Meller as of December 31, 2013 and December 31, 2012, representing accrued interest totaled $2,672 and $5,942, respectively. | |
NOTE_10_NOTES_PAYABLE_TO_RELAT
NOTE 10 - NOTES PAYABLE TO RELATED PARTY | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
NOTE 10 – NOTES PAYABLE TO RELATED PARTY | |
On October 19, 2010, the Company borrowed $45,000 in exchange for issuing a Note payable to Mr. Meller. The Note Payable is not collateralized, and carries an interest rate of 3% per annum on the unpaid balance. In January 2013, Mr. Meller extended the due date of the Note Payable to January 2014. The outstanding balance at December 31, 2013 and 2012 was $20,000. | |
NOTE_11_CONVERTIBLE_PROMISSORY
NOTE 11 - CONVERTIBLE PROMISSORY NOTE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Debt And Derivative Liability Disclosure [Abstract] | ' |
Related Party Debt And Derivative Liability Disclosure [Text Block] | ' |
NOTE 11 – CONVERTIBLE PROMISSORY NOTE – RELATED PARTY | |
On January 28, 2011, the Company issued a 7% $51,000 convertible promissory note to Mr. Meller (“Convertible Note”). The note is not collateralized. On January 4, 2012 the holder of the Convertible Note, Mr. Meller, converted $30,458 into 60,154,178 shares of Common Stock. In addition, the holder had sold $13,488 of the Convertible Note to certain employees of the Company for cash in January 2012, in accordance with options which were granted to such employees in January 2011, which were immediately converted into 26,639,515 shares of Common Stock. The additional fair value of the shares issued to the employees upon conversion was recorded as share-based compensation of $719,000 which was recorded as a charge in the consolidated statement of operations. In December 2012, the remaining balance of the note was repaid to Mr. Meller in the amount of $7,054. | |
The outstanding balances at December 31, 2013 and 2012 were $-0. The accrued interest was paid in full in March 2013. | |
NOTE_12_COMMITMENTS_AND_CONTIN
NOTE 12 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
NOTE 12 - COMMITMENTS AND CONTINGENCIES | |||||
Operating Leases | |||||
Our main offices are at 5 Regent Street, Livingston, NJ 07039 where we have 6,986 square feet of office space at a monthly rent of $7,400. The lease expires December 31, 2016. The Company has a two-year lease, with a one-year extension, for office space at 6834 Buckley Road, North Syracuse, New York, at a monthly rent of $2,100. The lease expires May 31, 2015. The Company also leases 2,700 square feet of office space for sales and support in Skokie, IL with a monthly rent of $3,000. This lease expires April 30, 2018. The Company also leases 500 square feet for sales and support in Minneapolis, MN for $400 a month. This lease expires August 2014. We use our facilities to house our corporate headquarters and operations and believe our facilities are suitable for such purpose Total rent expense under these operating leases for the year ended December 31, 2013 and 2012 was $153,000 and $130,000, respectively. | |||||
The following is a schedule of approximate future minimum rental payments for operating leases subsequent to the year ended December 31, 2013. | |||||
2014 | $ | 141,000 | |||
2015 | 129,000 | ||||
2016 | 121,000 | ||||
2017 | 36,000 | ||||
2018 | 36,000 | ||||
Employment agreements | |||||
The Company has an Employment Agreement with Mark Meller, President and Chief Executive Officer of the Company, which began on September 15, 2003, which was extended on September 1, 2010, and expires on September 15, 2017. As consideration, the Company agreed to pay Mr. Meller the sum of $180,000 the first year with a 10% increase every year thereafter, as well as a monthly travel expense allowance of $600 and an auto allowance of $800. Based on this agreement Mr. Meller’s salary is $466,874. As of December 31, 2013, Mr. Meller agreed to accept a salary of $426,500 for 2013. The employment agreement with Mr. Meller also provides for a severance payment to him of three hundred percent (300%), less $100,000 of his gross income for services rendered to the Company in each of the five prior calendar years should his employment be terminated following a change in control, as defined in the employment agreement. | |||||
NOTE_13_STOCKHOLDERS_EQUITY
NOTE 13 - STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE 13 – STOCKHOLDERS’ EQUITY | |
Series A Convertible Preferred Stock | |
The Company issued 2 shares of Series A Convertible Preferred Stock (“Series A”), having the rights, preferences, privileges, powers and restrictions set forth in the Certificate of Designation filed with the Secretary of State of Delaware. The Company has the right to convert, at its sole option, each share of Series A into Class A Common Stock equal to 1% of the outstanding shares of Class A Common Stock at the time of conversion. Each one share of Series A shall entitle the Series A Holder to voting rights equal to 2,666,667 votes of Class A Common Stock. On January 12, 2012, the Series A Convertible Preferred Stock was converted into 2,385,650 shares of Common Stock. As of December 31, 2013 and 2012, no shares of Series A Convertible Preferred Stock were outstanding. | |
Series B Preferred Stock | |
The Series B Preferred Stock, par value $1.00 per share, has the rights, privileges, preferences and restrictions set for in the Certificate of Designation (the “Certificate of Designation”) filed by the Corporation with the Secretary of State of the State of Delaware (“Delaware Secretary of State”) on September 23, 2011. | |
The one (1) share of the Series B Preferred shall have voting rights equal to (x) the total issued and outstanding Common Stock and preferred stock eligible to vote at the time of the respective vote divided by (y) forty nine one-hundredths (0.49) minus (z) the total issued and outstanding Common Stock and preferred stock eligible to vote at the time of the respective vote. For the avoidance of doubt, if the total issued and outstanding Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of the Series B Preferred Stock shall be equal to 5,204,082 (e.g. (5,000,000 / 0.49) – 5,000,000 =,204,082). | |
Common Stock | |
The Company is authorized to issue 750,000,000 shares of common stock, par value $.00001 per share. At December 31, 2013 and December 31, 2012, there were 117,676,976 and 116,950,933 common shares issued and outstanding, respectively. | |
NOTE_14_STOCK_OPTIONS_AND_WARR
NOTE 14 - STOCK OPTIONS AND WARRANTS | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||||||
Shareholders' Equity and Share-based Payments [Text Block] | ' | ||||||||||||
NOTE 14 - STOCK OPTIONS AND WARRANTS | |||||||||||||
2004 Stock Incentive Plan | |||||||||||||
The Company adopted the 2004 Stock Incentive as amended Plan (the “2004 Plan”) which reserves for issuance up to 3,482,000 shares of the Company’s Common Stock in order to attract and retain qualified employees, directors, independent contractors or agents of the Company. Under the Plan, the Board of Directors (the “Board”), in its discretion may grant stock options (including non-statutory stock options and incentive stock options qualifying under Section 422 of the Code), stock appreciation rights (including free-standing, tandem and limited stock appreciation rights), warrants, dividend equivalents, stock awards, restricted stock, phantom stock, performance shares or other securities or rights that the Board determines to be consistent with the objectives and limitations of the plan at a price to be equal to or greater than 50% of the fair market value of such shares on the date of grant of such award. The Board may determine that all or a portion of a payment to a participant under the Plan, whether it is to be made in cash, shares of the Company common stock or a combination thereof, shall be vested at such times and upon such terms as may be selected by it in its sole discretion. The Plan (but not the awards theretofore granted under the Plan) shall terminate on and no awards shall be granted after September 29, 2014. | |||||||||||||
2007 Consultant Stock Incentive Plan | |||||||||||||
The Company adopted the 2007 Consultant Stock Incentive Plan (the “2007 Plan”) to: (i) provide long-term incentives, payment in stock in lieu of cash and rewards to consultants, advisors, attorneys, independent contractors or agents ("Eligible Participants") of the Company; (ii) assist the Company in attracting and retaining independent contractors or agents with experience and/or ability on a basis competitive with industry practices; and (iii) associate the interests of such independent contractors or agents with those of the Company's stockholders. The Company has reserved 581,800 shares for issuance under this plan. Awards under the Plan may include, but need not be limited to, stock options (including non-statutory stock options and incentive stock options qualifying under Section 422 of the Code), stock appreciation rights (including free-standing, tandem and limited stock appreciation rights), warrants, dividend equivalents, stock awards, restricted stock, phantom stock, performance shares or other securities or rights that the Board determines to be consistent with the objectives and limitations of the Plan. The price shall be equal to or greater than 50% of the fair market value of such shares on the date of grant of such award. The Board shall determine the extent to which awards shall be payable in cash, shares of the Company common stock or any combination thereof. The Board may determine that all or a portion of a payment to a participant under the Plan, whether it is to be made in cash, shares of the Company common stock or a combination thereof shall be deferred. Deferrals shall be for such periods and upon such terms as the Board may determine in its sole discretion. The Plan (but not the awards theretofore granted under the Plan) shall terminate on and no awards shall be granted after January 22, 2017. | |||||||||||||
2004 Directors’ and Officers’ Stock Incentive Plan | |||||||||||||
The Company adopted the 2004 Directors’ and Officers’ Stock Incentive Plan (the “2004 D&O Plan”) which reserves for issuance up to 165,600 shares of the Company’s Common Stock in order to provide long-term incentive and rewards to officers and directors of the Company and subsidiaries and to attract and retain qualified employees, directors, independent contractors or agents of the Company. Awards under the Plan may include, but need not be limited to, stock options (including non-statutory stock options and incentive stock options qualifying under Section 422 of the Code), stock appreciation rights (including free-standing, tandem and limited stock appreciation rights), warrants, dividend equivalents, stock awards, restricted stock, phantom stock, performance shares or other securities or rights that the Board determines to be consistent with the objectives and limitations of the Plan. The price shall be equal to or greater than 50% of the fair market value of such shares on the date of grant of such award. The Board shall determine the extent to which awards shall be payable in cash, shares of the Company common stock or any combination thereof. The Board may determine that all or a portion of a payment to a participant under the Plan, whether it is to be made in cash, shares of the Company common stock or a combination thereof shall be deferred. Deferrals shall be for such periods and upon such terms as the Board may determine in its sole discretion. The Plan (but not the awards theretofore granted under the Plan) shall terminate on and no awards shall be granted after September 29, 2014. | |||||||||||||
In May 2012, the Company issued approximately 2,875,000 common stock options from the 2004 Stock Incentive Plan with a weighted average exercise price of $0.16 and an expected life of 5 years. Approximately, 2,257,000 of the common stock options vest immediately. The remaining 618,000 options shall vest 50% at grant date with the balance vested ratably over a three-year period. | |||||||||||||
The Company estimated the value of the options at approximately $460,000 using the Black Scholes option-pricing model. Compensation cost is recognized on a straight-line basis over the vesting period and, as such, the Company recorded compensation expense of approximately $17,616 and $416,991 for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||
The weighted average inputs into the Black Scholes were as follows: | |||||||||||||
1. Expected dividend yield of 0.0%, | |||||||||||||
2. Risk-free interest rate of 0.86% | |||||||||||||
3. Expected Volatility at 298% | |||||||||||||
4. Expected term of 5 years | |||||||||||||
5. Exercise price of $0.16 | |||||||||||||
The Company uses judgment in estimating the amount of stock-based awards that are expected to be forfeited. If actual forfeitures differ significantly from the original estimate, stock-based compensation expense and the results of operations could be impacted. | |||||||||||||
A summary of the status of the Company’s stock option plans for the fiscal years ended December 31, 2013 and 2012 and changes during the years are presented below: (in number of options): | |||||||||||||
Number of Options | Average Exercise Price | Average Remaining | Aggregate Intrinsic | ||||||||||
Contractual Term | Value | ||||||||||||
Outstanding options at January 1, 2012 | 0 | $ | 0 | ||||||||||
Options granted | 2,874,710 | $ | 0.16 | 5.0 years | |||||||||
Options exercised | 0 | $ | 0 | ||||||||||
Options canceled/forfeited | 0 | $ | 0 | ||||||||||
Outstanding options at December 31, 2012 | 2,874,710 | $ | 0.16 | 4.4 years | $ | -0- | |||||||
Options granted | - | ||||||||||||
Options exercised | - | ||||||||||||
Options canceled/forfeited | (201,234 | ) | |||||||||||
Outstanding options at December 31, 2013 | 2,673,476 | 0.16 | 3.4 years | $ | -0- | ||||||||
Vested Options: | |||||||||||||
December 31, 2013: | 2,551,327 | $ | 0.16 | 3.4 years | $ | -0- | |||||||
December 31, 2012: | 2,544,118 | $ | 0.16 | 4.4 years | $ | -0- | |||||||
For the years ended December 31, 2013 and 2012, the unamortized compensation expense for stock options was $21,000 and $43,000, respectively. Unamortized compensation expense is expected to be recognized over a weighted-average period of 2 years. | |||||||||||||
Options immediately vest upon grant or 50% upon grant with the remaining 50% vested evenly over the next three years on the anniversary date after the year of grant. | |||||||||||||
Warrants Outstanding | |||||||||||||
During 2013 the Company issued 250,000 warrants for services with a fair value of approximately $29,000, which immediately vested. The estimated fair value of the warrant has been calculated based on a Black-Scholes pricing model using the following assumptions: a) fair market value of stock of $0.12; b) exercise price of $0.12; c) Dividend yield of 0%; d) Risk free interest rate of 0.27%; e) expected volatility of 278.17%; f) Expected life of 2 years. | |||||||||||||
During 2012 the Company issued 750,000 warrants for services with a fair value of approximately $105,000. The estimated fair value of the warrant has been calculated based on a Black-Scholes pricing model using the following assumptions: a) fair market value of stock of $0.03-$0.20; b) exercise price of $0.02-$0.04; c) Dividend yield of 0%; d) Risk free interest rate of 0.25%- 0.33%; e) expected volatility of 280.02%-296.79%; f) Expected life of 2 years. | |||||||||||||
Unexpired warrants outstanding are as follows as of December 31, 2013: | |||||||||||||
Expiration Date | Exercise Price | Shares | |||||||||||
1-Jul-14 | $ | 0.2 | 250,000 | ||||||||||
1-Oct-14 | $ | 0.2 | 250 | ||||||||||
1-Jan-15 | $ | 0.12 | 250,000 | ||||||||||
The following table summarizes the warrants transactions: | |||||||||||||
Warrants | Weighted Average | ||||||||||||
Outstanding | Exercise Price | ||||||||||||
Balance, January 1, 2012 | 554,000 | $ | 0.2711 | ||||||||||
Granted | 750,000 | $ | 0.1433 | ||||||||||
Exercised | - | $ | 0 | ||||||||||
Canceled | 553,960 | $ | 0.2618 | ||||||||||
Balance, December 31, 2012 | 750,040 | $ | 0.15 | ||||||||||
Granted | 250,000 | $ | 0.12 | ||||||||||
Exercised | 250,000 | $ | 0.03 | ||||||||||
Canceled | 40 | $ | 126.77 | ||||||||||
Balance, December 31, 2013 | 750,000 | $ | 0.1733 | ||||||||||
Outstanding and Exercisable, | |||||||||||||
31-Dec-13 | 750,000 | $ | 0.1733 | ||||||||||
Outstanding and Exercisable, | |||||||||||||
31-Dec-12 | 750,040 | $ | 0.15 | ||||||||||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Basis of Accounting, Policy [Policy Text Block] | ' | ||||||||
Basis of Presentation | |||||||||
The accompanying consolidated financial statements include the accounts of SilverSun Technologies, Inc. (the “Company”) and its wholly-owned subsidiary, SWK Technologies, Inc. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. All significant inter-company transactions and accounts have been eliminated in consolidation. | |||||||||
Noncontrolling interest had represented third party ownership in the net assets of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority owned subsidiaries are consolidated with those of our own, with any third party investor’s interest shown as noncontrolling interest. | |||||||||
On May 6, 2009, the Company sold twenty-five (25) newly issued shares or 20% of the stock of SWK Technologies, Inc. (“SWK”), a subsidiary of SilverSun Technologies, Inc., for a purchase price of $150,000 to the President of SWK. | |||||||||
On January 12, 2012, SilverSun Technologies, Inc. entered into a share exchange agreement (the “Agreement”) with certain shareholders and the President (the “SWK Shareholders”) of SWK Technologies, Inc. Pursuant to the terms of the Agreement, the SWK Shareholders exchanged an aggregate of 25 shares of SWK to the Company for a total of 22,664,678 shares (the “Exchange Shares”) of the Company’s common stock (the “Exchange”). The shares had a fair value of approximately $612,000 ($0.027 per share) at the time of exchange. The transaction was recorded as an equity transaction. SWK is now a wholly-owned subsidiary of the Company. | |||||||||
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 the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include: | |||||||||
1. Revenue recognition of software sales | |||||||||
2. Allowance for doubtful accounts | |||||||||
3. Fair market value of share based payments and other equity instruments | |||||||||
4. Valuation of intangible assets | |||||||||
5. Valuation of deferred tax assets and liabilities | |||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||
Revenue Recognition | |||||||||
Revenue is recognized when products are shipped, or services are rendered, evidence of a contract exists, the price is fixed or reasonably determinable, and collectability is reasonably assured. | |||||||||
Product Revenue | |||||||||
Software product revenue is recognized when the product is shipped to the customer. The Company treats the software component and the professional services consulting component as two separate arrangements that represent separate units of accounting. The arrangement consideration is allocated to each unit of accounting based upon that unit’s proportion of the fair value. In a situation where both components are present, software sales revenue is recognized when collectability is reasonably assured and the product is delivered and has stand-alone value based upon vendor specific objective evidence (see below for recognition of professional service revenue). | |||||||||
Service Revenue | |||||||||
Service revenue is comprised of primarily professional service consulting revenue, maintenance revenue and other ancillary services provided as described below. Professional service revenue is recognized as service time is incurred. | |||||||||
With respect to maintenance services, upon the completion of one year from the date of sale, considered to be the warranty period, the Company offers customers an optional annual software maintenance and support agreement for subsequent one-year periods. Maintenance and support agreements are recorded as deferred revenue and recognized over the respective terms of the agreements, which typically range from three months to one year and are included in services revenue in the Consolidated Statements of Operations | |||||||||
Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. | |||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts. | |||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ||||||||
Concentration of Credit Risk | |||||||||
For the years ended December 31, 2013 and 2012, our top ten customers accounted for 19% ($3,159,000) and 17% ($2,262,000), respectively, of our total revenues. The Company does not rely on any one specific customer for any significant portion of our revenue base. | |||||||||
For the years ended December 31 2013 and 2012, purchases from one supplier were approximately 31% and 47% of cost of revenues, respectively. | |||||||||
For the years ended December 31, 2013 and 2012, one supplier represented approximately 52% and 43% of total accounts payable, respectively. | |||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash and cash equivalents. As of December 31, 2013 the Company believes it has no significant risk related to its concentration of accounts receivable. | |||||||||
Receivables, Policy [Policy Text Block] | ' | ||||||||
Accounts Receivable | |||||||||
Accounts receivable consist primarily of invoices for maintenance and professional services. Full payment for software ordered by customers is due in advance of ordering from the software supplier. Payments for maintenance and support plan renewals are due before the beginning of the maintenance period. Terms under our professional service agreements are generally 50% due in advance and the balance on completion of the services. | |||||||||
The Company maintains an allowance for bad debt estimated by considering a number of factors, including the length of time the amounts are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations and the condition of the general economy and the industry as a whole. | |||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally five to seven years. Maintenance and repairs that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred. | |||||||||
When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the Statements of Operations. | |||||||||
Revenue Recognition, Deferred Revenue [Policy Text Block] | ' | ||||||||
Deferred Revenues | |||||||||
Deferred revenues consist of maintenance service, customer support services, including telephone support and deposits for future consulting services which will be earned as services are performed over the contractual or stated period, which generally ranges from three to twelve months. | |||||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||||
Deferred Income Taxes | |||||||||
Deferred income taxes reflects the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss carryforwards. Deferred tax assets and liabilities are classified as current or non-current based on the classification of the related assets or liabilities for financial reporting, or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactment date. | |||||||||
Income Tax Uncertainties, Policy [Policy Text Block] | ' | ||||||||
Income Tax Uncertainties | |||||||||
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by applicable accounting principles. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions, based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in finance income (expense), net in the Consolidated Statements of Operations. | |||||||||
There were no liabilities for uncertain tax positions at December 31, 2013 and 2012. | |||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | ||||||||
Fair Value Measurement | |||||||||
The Company adopted the provisions of the accounting pronouncement which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under the provisions of the pronouncement, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. | |||||||||
The pronouncement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: | |||||||||
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | |||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | |||||||||
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | |||||||||
The Company’s current financial assets and liabilities approximate fair value due to their short term nature and include cash, accounts receivable, accounts payable, capital leases and line of credit. | |||||||||
See also Notes 4, 5 and 13. | |||||||||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | ' | ||||||||
Definite Lived Intangible Assets | |||||||||
The values assigned to purchased intangible assets were based on an independent valuation. Purchased intangible assets are amortized over the useful lives of the asset using the straight-line amortization method. | |||||||||
The Company assesses potential impairment of its intangible assets when there is evidence that recent events or changes in circumstances have made recovery of an asset’s carrying value unlikely. Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results. | |||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | ||||||||
Long-Lived Assets | |||||||||
Long-lived assets are reviewed for impairment when circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of such assets is measured by a comparison of the carrying amount of the assets to the future net cash flows estimated by the Company to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were identified or recorded in the years ended December 31, 2013 and 2012. | |||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||||||||
Stock-Based Compensation | |||||||||
Compensation expense related to share-based transactions, including employee stock options, is measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, the Company recognizes expense over the requisite service period on a straight-line basis (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. | |||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||
Earnings per Share | |||||||||
The Company’s basic income (loss) per common share is based on net income (loss) for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted income per common share is based on net income, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding stock options and warrants to the extent they are dilutive. Diluted loss per share does not include common stock equivalents, stock options and warrants, as these shares would have an anti-dilutive effect as their exercise prices were above the market price of the Company’s common stock at December 31, 2013 | |||||||||
The computation of EPS is approximately as follows: | |||||||||
Year Ended | Year Ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Basic net income (loss) per share: | |||||||||
Net income (loss) attributable to common | $ | 322,548 | $ | (1,235,170 | ) | ||||
stockholders | |||||||||
Weighted-average common shares outstanding | 117,060,232 | 115,395,550 | |||||||
Basic net income (loss) per share attributable to | $ | 0 | $ | (0.01 | ) | ||||
common stockholders | |||||||||
Diluted net income (loss) per share: | |||||||||
Net income (loss) attributable to common | $ | 322,548 | $ | (1,235,170 | ) | ||||
stockholders | |||||||||
Weighted-average common shares outstanding | 117,060,232 | 115,395,550 | |||||||
Incremental shares attributable to warrants and | - | - | |||||||
convertible promissory note | |||||||||
Total adjusted weighted-average shares | 117,060,232 | 115,395,550 | |||||||
Diluted net income (loss) per share attributable to | $ | 0 | $ | (0.01 | ) | ||||
common stockholders | |||||||||
The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share. | |||||||||
2013 | 2012 | ||||||||
Stock options | 2,673,476 | 2,874,710 | |||||||
Warrants | 750,000 | 750,000 | |||||||
Total potential dilutive securities not included in loss per share | 3,423,476 | 3,624,710 | |||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||
Recent Accounting Pronouncements | |||||||||
No recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements. |
NOTE_2_SUMMARY_OF_SIGNIFICANT_1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 'The computation of EPS is approximately as follows: | ||||||||
Year Ended | Year Ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Basic net income (loss) per share: | |||||||||
Net income (loss) attributable to common | $ | 322,548 | $ | (1,235,170 | ) | ||||
stockholders | |||||||||
Weighted-average common shares outstanding | 117,060,232 | 115,395,550 | |||||||
Basic net income (loss) per share attributable to | $ | 0 | $ | (0.01 | ) | ||||
common stockholders | |||||||||
Diluted net income (loss) per share: | |||||||||
Net income (loss) attributable to common | $ | 322,548 | $ | (1,235,170 | ) | ||||
stockholders | |||||||||
Weighted-average common shares outstanding | 117,060,232 | 115,395,550 | |||||||
Incremental shares attributable to warrants and | - | - | |||||||
convertible promissory note | |||||||||
Total adjusted weighted-average shares | 117,060,232 | 115,395,550 | |||||||
Diluted net income (loss) per share attributable to | $ | 0 | $ | (0.01 | ) | ||||
common stockholders | |||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 'The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share. | ||||||||
2013 | 2012 | ||||||||
Stock options | 2,673,476 | 2,874,710 | |||||||
Warrants | 750,000 | 750,000 | |||||||
Total potential dilutive securities not included in loss per share | 3,423,476 | 3,624,710 |
NOTE_3_PROPERTY_AND_EQUIPMENT_
NOTE 3 - 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 is summarized as follows: | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Leasehold improvements | $ | 30,557 | $ | 30,557 | |||||
Equipment, furniture and fixtures | 1,001,920 | 904,928 | |||||||
1,032,477 | 935,485 | ||||||||
Less: Accumulated depreciation | (790,582 | ) | (685,252 | ) | |||||
Property and equipment, net | $ | 241,895 | $ | 250,233 |
NOTE_4_BUSINESS_COMBINATION_Ta
NOTE 4 - BUSINESS COMBINATION (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Business Combination, Separately Recognized Transactions [Table Text Block] | 'In June 2012, the Company’s wholly-owned subsidiary, SWK Technologies, Inc., acquired certain assets of HighTower Inc. for total consideration of $441,964 in cash and noncash assumption of deferred revenue obligation of $299,634. Based on an independent valuation, the purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities according to their respective estimated fair values. The following summarizes the purchase price allocation: | ||||
Current assets | $ | 38,736 | |||
Long-lived assets | 26,794 | ||||
Bargain purchase gain | (17,932 | ) | |||
Intangible assets | 694,000 | ||||
Deferred maintenance liability | (299,634 | ) | |||
Fair value of net assets acquired | $ | 459,896 | |||
Cash paid for acquisition | 441,964 | ||||
Bargain purchase gain | 17,932 | ||||
Total purchase price | $ | 459,896 | |||
Business Acquisition, Pro Forma Information [Table Text Block] | 'The Company’s consolidated financial statements for the year ended December 31, 2012 include the results of HighTower since date of acquisition. The following unaudited pro forma information assumes the acquisition occurred on January1, but does not purport to present what the Company’s actual results would have been had the acquisition actually occurred on January 1, 2011, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition. | ||||
Pro - Forma (unaudited) | |||||
Year Ended | |||||
31-Dec-12 | |||||
Total revenue, net | $ | 13,773,967 | |||
Cost of revenues | 8,039,161 | ||||
Operating expenses | 7,008,124 | ||||
Other expense (income) | 56,635 | ||||
Income (loss) before taxes | (1,235,170 | ) | |||
Net income (loss) | $ | (1,329,9538 | ) | ||
Basic income (loss) per common share | $ | (0.01 | ) | ||
Diluted income (loss) per common share | $ | (0.01 | ) |
NOTE_5_INTANGIBLE_ASSETS_Table
NOTE 5 - INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | 'The components of intangible assets are as follows: | |||||||||||
31-Dec-13 | 31-Dec-12 | Estimated Useful Lives | ||||||||||
Proprietary developed software | $ | 294,036 | $ | 294,036 | 5 | |||||||
Intellectual property, customer list, and acquired contracts | 694,000 | 694,000 | 5 | |||||||||
Total intangible assets | $ | 988,036 | $ | 988,036 | ||||||||
Less: accumulated amortization | 300,156 | 103,523 | ||||||||||
$ | 687,880 | $ | 884,513 | |||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 'The Company expects amortization expense to be the following: | |||||||||||
Amortization | ||||||||||||
2014 | $ | 197,607 | ||||||||||
2015 | 197,607 | |||||||||||
2016 | 197,607 | |||||||||||
2017 | 95,059 | |||||||||||
Total | $ | 687,880 |
NOTE_7_INCOME_TAXES_Tables
NOTE 7 - INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 'Significant components of the Company's deferred tax assets and liabilities are summarized as follows: | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 2,928,000 | $ | 2,920,000 | |||||
Long lived assets | 270,000 | 326,000 | |||||||
Share based payments | 71,000 | 75,000 | |||||||
Other | 35,000 | 32,000 | |||||||
Deferred tax asset | 3,304,000 | 3,353,000 | |||||||
Deferred tax liabilities: | |||||||||
Long lived assets | (44,000 | ) | (73,000 | ) | |||||
Deferred tax liabilities | (44,000 | ) | (73,000 | ) | |||||
Net deferred tax asset | 3,260,000 | 3,280,000 | |||||||
Less: Valuation allowance | (3,140,000 | ) | (3,280,000 | ) | |||||
Net deferred tax asset | $ | 120,000 | $ | -0- | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 'A reconciliation of the statutory income tax rate to the effective rate is as follows for the period December 31, 2013 and 2012: | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Federal income tax rate | 34 | % | 34 | % | |||||
State income tax, net of federal benefit | 6 | % | 6 | % | |||||
Permanent differences | 6 | % | 40 | % | |||||
Prior year adjustments | (35 | %) | - | % | |||||
Effective income tax rate | 11 | % | 80 | % | |||||
Effect on valuation allowance | (70 | %) | (80 | %) | |||||
Effective income tax rate | (59.0 | %) | 0 | % | |||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 'Income tax (benefit) provision: | ||||||||
Year Ended | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Federal | $ | - | $ | - | |||||
State and local | - | - | |||||||
Total current tax provision | - | - | |||||||
Deferred: | |||||||||
Federal | - | - | |||||||
State and local | - | - | |||||||
Release of valuation allowance | (120,000 | ) | - | ||||||
Total deferred tax (benefit) provision | (120,000 | ) | - | ||||||
Total (benefit) provision | $ | (120,000 | ) | - |
NOTE_8_CAPITAL_LEASE_OBLIGATIO1
NOTE 8 - CAPITAL LEASE OBLIGATIONS (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Leases, Capital [Abstract] | ' | ||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | 'At December 31, 2013, future payments under capital leases are as follows over each of the next five fiscal years: | ||||
2014 | $ | 62,499 | |||
2015 | 39,741 | ||||
2016 | 12,457 | ||||
2017 | - | ||||
2018 | - | ||||
Total minimum lease payments | 114,697 | ||||
Less amounts representing interest | (12,347 | ) | |||
Present value of net minimum lease payments | 102,350 | ||||
Less current portion | (53,726 | ) | |||
Long-term capital lease obligation | $ | 48,624 |
NOTE_12_COMMITMENTS_AND_CONTIN1
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 'The following is a schedule of approximate future minimum rental payments for operating leases subsequent to the year ended December 31, 2013. | ||||
2014 | $ | 141,000 | |||
2015 | 129,000 | ||||
2016 | 121,000 | ||||
2017 | 36,000 | ||||
2018 | 36,000 |
NOTE_14_STOCK_OPTIONS_AND_WARR1
NOTE 14 - STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | 'A summary of the status of the Company’s stock option plans for the fiscal years ended December 31, 2013 and 2012 and changes during the years are presented below: (in number of options): | ||||||||||||
Number of Options | Average Exercise Price | Average Remaining | Aggregate Intrinsic | ||||||||||
Contractual Term | Value | ||||||||||||
Outstanding options at January 1, 2012 | 0 | $ | 0 | ||||||||||
Options granted | 2,874,710 | $ | 0.16 | 5.0 years | |||||||||
Options exercised | 0 | $ | 0 | ||||||||||
Options canceled/forfeited | 0 | $ | 0 | ||||||||||
Outstanding options at December 31, 2012 | 2,874,710 | $ | 0.16 | 4.4 years | $ | -0- | |||||||
Options granted | - | ||||||||||||
Options exercised | - | ||||||||||||
Options canceled/forfeited | (201,234 | ) | |||||||||||
Outstanding options at December 31, 2013 | 2,673,476 | 0.16 | 3.4 years | $ | -0- | ||||||||
Vested Options: | |||||||||||||
December 31, 2013: | 2,551,327 | $ | 0.16 | 3.4 years | $ | -0- | |||||||
December 31, 2012: | 2,544,118 | $ | 0.16 | 4.4 years | $ | -0- | |||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | 'Unexpired warrants outstanding are as follows as of December 31, 2013: | ||||||||||||
Expiration Date | Exercise Price | Shares | |||||||||||
1-Jul-14 | $ | 0.2 | 250,000 | ||||||||||
1-Oct-14 | $ | 0.2 | 250 | ||||||||||
1-Jan-15 | $ | 0.12 | 250,000 | ||||||||||
Schedule of Warrants or Rights, Activity [Table Text Block] | 'The following table summarizes the warrants transactions: | ||||||||||||
Warrants | Weighted Average | ||||||||||||
Outstanding | Exercise Price | ||||||||||||
Balance, January 1, 2012 | 554,000 | $ | 0.2711 | ||||||||||
Granted | 750,000 | $ | 0.1433 | ||||||||||
Exercised | - | $ | 0 | ||||||||||
Canceled | 553,960 | $ | 0.2618 | ||||||||||
Balance, December 31, 2012 | 750,040 | $ | 0.15 | ||||||||||
Granted | 250,000 | $ | 0.12 | ||||||||||
Exercised | 250,000 | $ | 0.03 | ||||||||||
Canceled | 40 | $ | 126.77 | ||||||||||
Balance, December 31, 2013 | 750,000 | $ | 0.1733 | ||||||||||
Outstanding and Exercisable, | |||||||||||||
31-Dec-13 | 750,000 | $ | 0.1733 | ||||||||||
Outstanding and Exercisable, | |||||||||||||
31-Dec-12 | 750,040 | $ | 0.15 |
SUPPLEMENTAL_SCHEDULE_OF_NONCA1
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) [Line Items] | ' | ' |
Capital Lease Obligations Incurred (in Dollars) | $66,628 | ' |
Class of Warrant or Rights, Exercised | 250,000 | 0 |
Debt Conversion, Original Debt, Amount (in Dollars) | ' | 43,946 |
Stock Issued During Period, Shares, Issued for Services | 300,000 | ' |
Stock Issued During Period, Value, Issued for Services (in Dollars) | 21,000 | 35,000 |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | '1,975 shares per $1 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | ' |
Conversion of Stock, Shares Issued | ' | 2,385,650 |
Capital Lease Obligations (in Dollars) | ' | 73,709 |
Stock Issued for Exercise of Warrants [Member] | ' | ' |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) [Line Items] | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 210,526 | ' |
Class of Warrant or Rights, Exercised | 250,000 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | $0.03 | ' |
Stock Issued as Repayment of Accrued Liabilities [Member] | ' | ' |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) [Line Items] | ' | ' |
Stock Issued During Period, Shares, Conversion of Debt | 215,517 | ' |
Stock Issued During Period, Value, Conversion of Debt (in Dollars) | 25,000 | ' |
Debt Conversion, Original Debt, Amount (in Dollars) | $25,000 | ' |
SWK Technologies [Member] | ' | ' |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) [Line Items] | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | 20.00% |
Stockholders' Equity, Other Shares | ' | 22,664,678 |
Common Class A [Member] | ' | ' |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) [Line Items] | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | 86,793,693 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 |
Series A Preferred Stock [Member] | ' | ' |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) [Line Items] | ' | ' |
Conversion of Stock, Shares Converted | ' | 2 |
NOTE_2_SUMMARY_OF_SIGNIFICANT_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
SWK Technologies [Member] | SWK Technologies [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Supplier Concentration Risk [Member] | Supplier Concentration Risk [Member] | Supplier Concentration Risk [Member] | Supplier Concentration Risk [Member] | |||
Sales [Member] | Sales [Member] | Cost of Goods, Product Line [Member] | Cost of Goods, Product Line [Member] | Accounts Payable [Member] | Accounts Payable [Member] | |||||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | 25 | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | ' | $150,000 | ' | ' | ' | ' | ' | ' |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Received | ' | ' | 25 | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity, Other Shares | ' | ' | 22,664,678 | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity, Other | ' | ' | 612,000 | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | ' | ' | $0.03 | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Customer | ' | ' | ' | ' | 'ten customers | 'ten customers | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | ' | ' | 19.00% | 17.00% | 31.00% | 47.00% | 52.00% | 43.00% |
Revenues | ' | ' | ' | ' | 3,159,000 | 2,262,000 | ' | ' | ' | ' |
Concentration Risk, Supplier | ' | ' | ' | ' | ' | ' | 'one supplier | 'one supplier | 'one supplier | 'one supplier |
Property, Plant and Equipment, Estimated Useful Lives | 'five to seven years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of Intangible Assets, Finite-lived | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' |
NOTE_2_SUMMARY_OF_SIGNIFICANT_3
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Earnings per Share (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Basic net income (loss) per share: | ' | ' |
Net income (loss) attributable to common stockholders (in Dollars) | $322,548 | ($1,235,170) |
Weighted-average common shares outstanding | 117,060,232 | 115,395,550 |
Basic net income (loss) per share attributable to common stockholders (in Dollars per share) | $0 | ($0.01) |
Diluted net income (loss) per share: | ' | ' |
Net income (loss) attributable to common stockholders (in Dollars) | $322,548 | ($1,235,170) |
Weighted-average common shares outstanding | 117,060,232 | 115,395,550 |
Incremental shares attributable to warrants and convertible promissory note | 0 | 0 |
Total adjusted weighted-average shares | 117,060,232 | 115,395,550 |
Diluted net income (loss) per share attributable to common stockholders (in Dollars per share) | $0 | ($0.01) |
NOTE_2_SUMMARY_OF_SIGNIFICANT_4
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potential dilutive securities not included in loss per share | 3,423,476 | 3,624,710 |
Equity Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potential dilutive securities not included in loss per share | 2,673,476 | 2,874,710 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potential dilutive securities not included in loss per share | 750,000 | 750,000 |
NOTE_3_PROPERTY_AND_EQUIPMENT_1
NOTE 3 - PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation | $105,330 | $92,037 |
NOTE_3_PROPERTY_AND_EQUIPMENT_2
NOTE 3 - PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $1,032,477 | $935,485 |
Less: Accumulated depreciation | -790,582 | -685,252 |
Property and equipment, net | 241,895 | 250,233 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | 30,557 | 30,557 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $1,001,920 | $904,928 |
NOTE_4_BUSINESS_COMBINATION_De
NOTE 4 - BUSINESS COMBINATION (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
NOTE 4 - BUSINESS COMBINATION (Details) [Line Items] | ' | ' |
Payments to Acquire Businesses, Gross | $0 | $441,964 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | ' | 694,000 |
Revenue, Net | 17,400,051 | 13,178,985 |
HighTower [Member] | ' | ' |
NOTE 4 - BUSINESS COMBINATION (Details) [Line Items] | ' | ' |
Payments to Acquire Businesses, Gross | ' | 441,964 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | ' | 299,634 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | ' | 46,000 |
Net Income (Loss) Attributable to Parent | ' | 461,647 |
Revenue, Net | ' | 1,145,319 |
Costs and Expenses | ' | $683,672 |
NOTE_4_BUSINESS_COMBINATION_De1
NOTE 4 - BUSINESS COMBINATION (Details) - Business Combination, Separately Recognized Transactions (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Business Combination, Separately Recognized Transactions [Abstract] | ' | ' |
Current assets | ' | $38,736 |
Long-lived assets | ' | 26,794 |
Bargain purchase gain | 0 | -17,932 |
Intangible assets | ' | 694,000 |
Deferred maintenance liability | ' | -299,634 |
Fair value of net assets acquired | ' | 459,896 |
Cash paid for acquisition | 0 | 441,964 |
Bargain purchase gain | 0 | 17,932 |
Total purchase price | ' | $459,896 |
NOTE_4_BUSINESS_COMBINATION_De2
NOTE 4 - BUSINESS COMBINATION (Details) - Schedule of Business Acquisition, Pro Forma Information (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Schedule of Business Acquisition, Pro Forma Information [Abstract] | ' |
Total revenue, net | $13,773,967 |
Cost of revenues | 8,039,161 |
Operating expenses | 7,008,124 |
Other expense (income) | 56,635 |
Income (loss) before taxes | -1,235,170 |
Net income (loss) | ($13,299,538) |
Basic income (loss) per common share (in Dollars per share) | ($0.01) |
Diluted income (loss) per common share (in Dollars per share) | ($0.01) |
NOTE_5_INTANGIBLE_ASSETS_Detai
NOTE 5 - INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Amortization of Intangible Assets | $196,633 | $103,523 |
NOTE_5_INTANGIBLE_ASSETS_Detai1
NOTE 5 - INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross | $988,036 | $988,036 |
Less: accumulated amortization | 300,156 | 103,523 |
687,880 | 884,513 | |
Computer Software, Intangible Asset [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross | 294,036 | 294,036 |
Intangible asset, estimated useful life | '5 years | ' |
Intellectual property, customer list, and acquired contracts [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross | $694,000 | $694,000 |
Intangible asset, estimated useful life | '5 years | ' |
NOTE_5_INTANGIBLE_ASSETS_Detai2
NOTE 5 - INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ' | ' |
2014 | $197,607 | ' |
2015 | 197,607 | ' |
2016 | 197,607 | ' |
2017 | 95,059 | ' |
Total | $687,880 | $884,513 |
NOTE_6_LINE_OF_CREDIT_AND_TERM1
NOTE 6 - LINE OF CREDIT AND TERM LOAN (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | |
Term Loan [Member] | Line of Credit [Member] | Line of Credit [Member] | |||
NOTE 6 - LINE OF CREDIT AND TERM LOAN (Details) [Line Items] | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | $750,000 | ' |
Debt Instrument, Maturity Date, Description | ' | ' | 'loan is for two years and expires on July 31, 2015 | 'two years and expires on July 31, 2015 | ' |
Line of Credit Facility, Interest Rate Description | ' | ' | ' | 'prime plus 1.75% | ' |
Line of Credit Facility, Interest Rate at Period End | ' | ' | ' | 5.00% | ' |
Line of Credit Facility, Collateral Fees | ' | ' | ' | 'monitoring fee of $1,000 monthly | ' |
Line of Credit Facility, Remaining Borrowing Capacity | ' | ' | ' | ' | 750,000 |
Proceeds from Notes Payable | 350,000 | 0 | 350,000 | ' | ' |
Debt Instrument, Frequency of Periodic Payment | ' | ' | 'Monthly | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | 15,776 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 8.00% | ' | ' |
Notes Payable, Current | ' | ' | $279,517 | ' | ' |
NOTE_7_INCOME_TAXES_Details
NOTE 7 - INCOME TAXES (Details) (USD $) | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' |
Operating Loss Carryforwards | $7,552,000 |
NOTE_7_INCOME_TAXES_Details_Sc
NOTE 7 - INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Net operating loss carry forwards | $2,928,000 | $2,920,000 |
Long lived assets | 270,000 | 326,000 |
Share based payments | 71,000 | 75,000 |
Other | 35,000 | 32,000 |
Deferred tax asset | 3,304,000 | 3,353,000 |
Deferred tax liabilities: | ' | ' |
Long lived assets | -44,000 | -73,000 |
Deferred tax liabilities | -44,000 | -73,000 |
Net deferred tax asset | 3,260,000 | 3,280,000 |
Less: Valuation allowance | -3,140,000 | -3,280,000 |
Net deferred tax asset | $120,000 | $0 |
NOTE_7_INCOME_TAXES_Details_Sc1
NOTE 7 - INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ' | ' |
Federal income tax rate | 34.00% | 34.00% |
State income tax, net of federal benefit | 6.00% | 6.00% |
Permanent differences | 6.00% | 40.00% |
Prior year adjustments | -35.00% | 0.00% |
Effective income tax rate | 11.00% | 80.00% |
Effect on valuation allowance | -70.00% | -80.00% |
Effective income tax rate | -59.00% | 0.00% |
NOTE_7_INCOME_TAXES_Details_Sc2
NOTE 7 - INCOME TAXES (Details) - Schedule of Components of Income Tax Expense (Benefit) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current: | ' | ' |
Federal | $0 | $0 |
State and local | 0 | 0 |
Total current tax provision | 0 | 0 |
Deferred: | ' | ' |
Federal | 0 | 0 |
State and local | 0 | 0 |
Release of valuation allowance | -120,000 | 0 |
Total deferred tax (benefit) provision | -120,000 | 0 |
Total (benefit) provision | ($120,000) | $0 |
NOTE_8_CAPITAL_LEASE_OBLIGATIO2
NOTE 8 - CAPITAL LEASE OBLIGATIONS (Details) | Dec. 31, 2013 |
Minimum [Member] | ' |
NOTE 8 - CAPITAL LEASE OBLIGATIONS (Details) [Line Items] | ' |
Capital Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate | 8.50% |
Maximum [Member] | ' |
NOTE 8 - CAPITAL LEASE OBLIGATIONS (Details) [Line Items] | ' |
Capital Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate | 11.00% |
NOTE_8_CAPITAL_LEASE_OBLIGATIO3
NOTE 8 - CAPITAL LEASE OBLIGATIONS (Details) - Schedule of Future Minimum Lease Payments for Capital Leases (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Future Minimum Lease Payments for Capital Leases [Abstract] | ' | ' |
2014 | $62,499 | ' |
2015 | 39,741 | ' |
2016 | 12,457 | ' |
2017 | 0 | ' |
2018 | 0 | ' |
Total minimum lease payments | 114,697 | ' |
Less amounts representing interest | -12,347 | ' |
Present value of net minimum lease payments | 102,350 | ' |
Less current portion | -53,726 | -88,829 |
Long-term capital lease obligation | $48,624 | $0 |
NOTE_9_DUE_TO_RELATED_PARTY_De
NOTE 9 - DUE TO RELATED PARTY (Details) (Chief Executive Officer [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Chief Executive Officer [Member] | ' | ' |
NOTE 9 - DUE TO RELATED PARTY (Details) [Line Items] | ' | ' |
Due to Related Parties, Noncurrent | $2,672 | $5,942 |
NOTE_10_NOTES_PAYABLE_TO_RELAT1
NOTE 10 - NOTES PAYABLE TO RELATED PARTY (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2012 | |
NOTE 10 - NOTES PAYABLE TO RELATED PARTY (Details) [Line Items] | ' | ' | ' |
Notes Payable, Related Parties, Current | $20,000 | ' | $20,000 |
Chief Executive Officer [Member] | Note Payable [Member] | ' | ' | ' |
NOTE 10 - NOTES PAYABLE TO RELATED PARTY (Details) [Line Items] | ' | ' | ' |
Debt Instrument, Face Amount | ' | 45,000 | ' |
Debt Instrument, Collateral | ' | 'The Note Payable is not collateralized | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | 3.00% | ' |
Debt Instrument, Maturity Date, Description | 'In January 2013, Mr. Meller extended the due date of the Note Payable to January 2014 | ' | ' |
Notes Payable, Related Parties, Current | $20,000 | ' | $20,000 |
NOTE_11_CONVERTIBLE_PROMISSORY1
NOTE 11 - CONVERTIBLE PROMISSORY NOTE - RELATED PARTY (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Employees [Member] | |||
Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | |||
NOTE 11 - CONVERTIBLE PROMISSORY NOTE - RELATED PARTY (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 7.00% | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | $51,000 | ' | ' |
Debt Instrument, Collateral | ' | ' | ' | 'The note is not collateralized | ' | ' |
Debt Conversion, Original Debt, Amount | ' | 43,946 | 30,458 | ' | ' | 13,488 |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | ' | ' | 60,154,178 | ' | ' | 26,639,515 |
Share-based Compensation | 17,616 | 1,136,258 | ' | ' | ' | 719,000 |
Repayments of Convertible Debt | ' | ' | 7,054 | ' | ' | ' |
Convertible Notes Payable, Current | ' | ' | $0 | ' | $0 | ' |
NOTE_12_COMMITMENTS_AND_CONTIN2
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' | ' |
Operating Leases, Rent Expense | $153,000 | $130,000 |
Corporate Office Space [Member] | ' | ' |
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' | ' |
Area of Real Estate Property (in Square Feet) | 6,986 | ' |
Operating Leases, Rent Expense, Minimum Rentals | 7,400 | ' |
Office Space in North Syracuse, New York [Member] | ' | ' |
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' | ' |
Operating Leases, Rent Expense, Minimum Rentals | 2,100 | ' |
Description of Lessee Leasing Arrangements, Operating Leases | 'two-year lease, with a one-year extension | ' |
Office Space in Skokie, IL [Member] | ' | ' |
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' | ' |
Area of Real Estate Property (in Square Feet) | 2,700 | ' |
Operating Leases, Rent Expense, Minimum Rentals | 3,000 | ' |
Sales and Support in Minneapolis, MN [Member] | ' | ' |
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' | ' |
Area of Real Estate Property (in Square Feet) | 500 | ' |
Operating Leases, Rent Expense, Minimum Rentals | 400 | ' |
Employment Agreement [Member] | Chief Executive Officer [Member] | First Year Base Salary [Member] | ' | ' |
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' | ' |
Other Commitment | 180,000 | ' |
Employment Agreement [Member] | Chief Executive Officer [Member] | Monthly Travel Expense Allowance [Member] | ' | ' |
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' | ' |
Other Commitment | 600 | ' |
Employment Agreement [Member] | Chief Executive Officer [Member] | Monthly Auto Allowance [Member] | ' | ' |
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' | ' |
Other Commitment | 800 | ' |
Employment Agreement [Member] | Chief Executive Officer [Member] | ' | ' |
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' | ' |
Other Commitment | 466,874 | ' |
Increase in Base Salary Year Over Year, Percentage | 10.00% | ' |
Salaries, Wages and Officers' Compensation | $426,500 | ' |
Other Commitments, Description | 'The employment agreement with Mr. Meller also provides for a severance payment to him of three hundred percent (300%), less $100,000 of his gross income for services rendered to the Company in each of the five prior calendar years should his employment be terminated following a change in control, as defined in the employment agreement. | ' |
NOTE_12_COMMITMENTS_AND_CONTIN3
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Minimum Rental Payments for Operating Leases (USD $) | Dec. 31, 2013 |
Schedule of Minimum Rental Payments for Operating Leases [Abstract] | ' |
2014 | $141,000 |
2015 | 129,000 |
2016 | 121,000 |
2017 | 36,000 |
2018 | $36,000 |
NOTE_13_STOCKHOLDERS_EQUITY_De
NOTE 13 - STOCKHOLDERS' EQUITY (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | |||
Promissory Note [Member] | |||||||
NOTE 13 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Other | ' | ' | 2 | ' | ' | ' | ' |
Convertible Preferred Stock, Terms of Conversion | ' | ' | 'The Company has the right to convert, at its sole option, each share of Series A into Class A Common Stock equal to 1% of the outstanding shares of Class A Common Stock at the time of conversion. | ' | ' | ' | ' |
Preferred Stock, Voting Rights | ' | ' | 'Each one share of Series A shall entitle the Series A Holder to voting rights equal to 2,666,667 votes of Class A Common Stock | '2,666,667 | ' | 'The one (1) share of the Series B Preferred shall have voting rights equal to (x) the total issued and outstanding Common Stock and preferred stock eligible to vote at the time of the respective vote divided by (y) forty nine one-hundredths (0.49) minus (z) the total issued and outstanding Common Stock and preferred stock eligible to vote at the time of the respective vote. For the avoidance of doubt, if the total issued and outstanding Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of the Series B Preferred Stock shall be equal to 5,204,082 (e.g. (5,000,000 / 0.49) - 5,000,000 =,204,082). | ' |
Conversion of Stock, Shares Issued | 2,385,650 | ' | ' | ' | ' | ' | ' |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | ' | ' | ' | $1 | $1 | $1 | $1 |
Common Stock, Shares Authorized | ' | 750,000,000 | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | ' | $0.00 | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | 116,950,933 | 117,676,976 | ' | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | 116,950,933 | 117,676,976 | ' | ' | ' | ' | ' |
NOTE_14_STOCK_OPTIONS_AND_WARR2
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' | ' |
Share-based Compensation (in Dollars) | $17,616 | $1,136,258 |
Class of Warrant or Rights, Granted (in Shares) | 250,000 | 750,000 |
Employee Stock Option [Member] | 2004 Stock Incentive Plan [Member] | ' | ' |
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | ' | 2,875,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares (in Shares) | ' | 2,257,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | ' | 'The remaining 618,000 options shall vest 50% at grant date with the balance vested ratably over a three-year period |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | '3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars) | ' | 460,000 |
Share-based Compensation (in Dollars) | 17,616 | 416,991 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ' | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | ' | 0.86% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | ' | 298.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | '5 years |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | ' | $0.16 |
Employee Stock Option [Member] | ' | ' |
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 'Options immediately vest upon grant or 50% upon grant with the remaining 50% vested evenly over the next three years on the anniversary date after the year of grant | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | 21,000 | 43,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '2 years | ' |
Warrants for Services [Member] | ' | ' |
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' | ' |
Class of Warrant or Rights, Granted (in Shares) | 250,000 | 750,000 |
Warrants, Fair Value of Warrants, Granted (in Dollars) | $29,000 | $105,000 |
Share Price (in Dollars per share) | $0.12 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | $0.12 | ' |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.27% | ' |
Fair Value Assumptions, Expected Volatility Rate | 278.17% | ' |
Fair Value Assumptions, Expected Term | '2 years | '2 years |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | $0.12 | ' |
Warrants for Services [Member] | Minimum [Member] | ' | ' |
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' | ' |
Share Price (in Dollars per share) | ' | $0.03 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | ' | $0.02 |
Fair Value Assumptions, Risk Free Interest Rate | ' | 0.25% |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | ' | $0.02 |
Warrants for Services [Member] | Maximum [Member] | ' | ' |
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' | ' |
Share Price (in Dollars per share) | ' | $0.20 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | ' | $0.04 |
Fair Value Assumptions, Risk Free Interest Rate | ' | 0.33% |
Fair Value Assumptions, Expected Volatility Rate | ' | 296.79% |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | ' | $0.04 |
2004 Stock Incentive Plan [Member] | ' | ' |
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 3,482,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Description | 'to be consistent with the objectives and limitations of the plan at a price to be equal to or greater than 50% of the fair market value of such shares on the date of grant | ' |
2007 Consultant Stock Incentive Plan [Member] | ' | ' |
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 581,800 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Description | 'The price shall be equal to or greater than 50% of the fair market value of such shares on the date of grant of such award | ' |
2004 Directors' and Officers' Stock Incentive Plan [Member] | ' | ' |
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 165,600 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Description | 'The price shall be equal to or greater than 50% of the fair market value of such shares on the date of grant of such award | ' |
Minimum [Member] | ' | ' |
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | ' | 280.02% |
NOTE_14_STOCK_OPTIONS_AND_WARR3
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity (USD $) | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Number of Options [Member] | Number of Options [Member] | Average Exercise Price [Member] | Average Exercise Price [Member] | Average Remaining Contractual Term [Member] | Average Remaining Contractual Term [Member] | Aggregate Intrinsic Value [Member] | Aggregate Intrinsic Value [Member] | Aggregate Intrinsic Value [Member] | |
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding options | 2,874,710 | 0 | ' | ' | ' | ' | ' | ' | ' |
Outstanding options | ' | ' | $0.16 | $0 | ' | ' | ' | ' | ' |
Outstanding options | ' | ' | ' | ' | '0 years | '3 years 146 days | ' | ' | ' |
Outstanding options | ' | ' | ' | ' | ' | ' | $0 | $0 | $0 |
Vested Options: | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested option balance | 2,551,327 | 2,544,118 | ' | ' | ' | ' | ' | ' | ' |
Vested option balance | ' | ' | $0.16 | $0.16 | ' | ' | ' | ' | ' |
Vested option balance | ' | ' | ' | ' | '4 years 146 days | '3 years 146 days | ' | ' | ' |
Vested option balance | ' | ' | ' | ' | ' | ' | 0 | 0 | ' |
Options granted | 0 | 2,874,710 | ' | ' | ' | ' | ' | ' | ' |
Options granted | ' | ' | $0 | $0.16 | ' | ' | ' | ' | ' |
Options granted | ' | ' | ' | ' | '5 years | ' | ' | ' | ' |
Options exercised | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Options exercised | ' | ' | $0 | $0 | ' | ' | ' | ' | ' |
Options canceled/forfeited | -201,234 | 0 | ' | ' | ' | ' | ' | ' | ' |
Options canceled/forfeited | ' | ' | $0 | $0 | ' | ' | ' | ' | ' |
Outstanding options | 2,673,476 | 2,874,710 | ' | ' | ' | ' | ' | ' | ' |
Outstanding options | ' | ' | $0.16 | $0.16 | ' | ' | ' | ' | ' |
Outstanding options | ' | ' | ' | ' | '4 years 146 days | '3 years 146 days | ' | ' | ' |
Outstanding options | ' | ' | ' | ' | ' | ' | $0 | $0 | $0 |
NOTE_14_STOCK_OPTIONS_AND_WARR4
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Unexpired Warrants (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Shares | 750,000 | 750,040 | 554,000 |
Warrants Expiring on July 1, 2014 [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Exercise Price | 0.2 | ' | ' |
Shares | 250,000 | ' | ' |
Warrants Expiring on October 1, 2014 [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Exercise Price | 0.2 | ' | ' |
Shares | 250 | ' | ' |
Warrants Expiring on January 1, 2015 [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Exercise Price | 0.12 | ' | ' |
Shares | 250,000 | ' | ' |
NOTE_14_STOCK_OPTIONS_AND_WARR5
NOTE 14 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Warrants or Rights, Activity (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Warrants or Rights, Activity [Abstract] | ' | ' |
Balance | 750,040 | 554,000 |
Balance | $0.15 | $0.27 |
Outstanding and Exercisable | 750,000 | 750,040 |
Outstanding and Exercisable | $0.17 | $0.15 |
Granted | 250,000 | 750,000 |
Granted | $0.12 | $0.14 |
Exercised | 250,000 | 0 |
Exercised | $0.03 | $0 |
Canceled | 40 | 553,960 |
Canceled | $126.77 | $0.26 |
Balance | 750,000 | 750,040 |
Balance | $0.17 | $0.15 |