DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2014 | Mar. 31, 2014 | |
DOCUMENT AND ENTITY INFORMATION [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 30-Sep-14 | ||
Entity Registrant Name | Cleartronic, Inc. | ||
Entity Central Index Key | 1362516 | ||
Current Fiscal Year End Date | -21 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 2,131,812,230 | ||
Entity Public Float | $19,180,053 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Current assets: | ||
Cash | $2,505 | $11,188 |
Accounts receivable, net | 22,404 | |
Inventory | 16,094 | 22,881 |
Prepaid expenses and other current assets | 8,656 | 68,657 |
Total current assets | 27,255 | 125,310 |
Property and equipment, net | ||
Total assets | 27,255 | 125,310 |
Current liabilities: | ||
Accounts payable | 387,575 | 442,752 |
Accrued expenses | 285,950 | 236,680 |
Deferred revenue, current portion | 31,295 | 36,487 |
Customer deposits | 10,430 | 8,428 |
Notes payable - stockholders | 180,738 | 330,738 |
Total current liabilities | 895,988 | 1,055,085 |
Long Term Liabilities | ||
Deferred revenue, net of current portion | 2,825 | 10,704 |
Total long term liabilities | 2,825 | 10,704 |
Total liabilities | 898,813 | 1,065,789 |
Commitments and Contingencies | ||
Stockholders' deficit: | ||
Common stock - $.00001 par value; 5,000,000,000 shares authorized, 2,124,900,908 and 2,058,069,648 shares issued and outstanding, respectively | 21,249 | 20,581 |
Additional paid-in capital | 11,208,314 | 10,839,980 |
Accumulated Deficit | -12,101,150 | -11,801,251 |
Total stockholders' deficit | -871,558 | -940,659 |
Total liabilities and stockholders' deficit | 27,255 | 125,130 |
Series A [Member] | ||
Stockholders' deficit: | ||
Preferred stock | 5 | 6 |
Series B [Member] | ||
Stockholders' deficit: | ||
Preferred stock | ||
Series C [Member] | ||
Stockholders' deficit: | ||
Preferred stock | 24 | 25 |
Series D [Member] | ||
Stockholders' deficit: | ||
Preferred stock |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Preferred Stock, par value per share | $0.00 | $0.00 |
Common Stock, par value per share | $0.00 | $0.00 |
Common Stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock, shares issued | 2,124,900,908 | 2,058,069,648 |
Common Stock, shares outstanding | 2,124,900,908 | 2,058,069,648 |
Series A [Member] | ||
Preferred Stock, par value per share | $0.00 | $0.00 |
Preferred Stock, shares authorized | 1,250,000 | 1,250,000 |
Preferred Stock, shares issued | 474,000 | 574,000 |
Preferred Stock, shares outstanding | 474,000 | 574,000 |
Series B [Member] | ||
Preferred Stock, par value per share | $0.00 | $0.00 |
Preferred Stock, shares authorized | 10 | 10 |
Preferred Stock, shares issued | 1 | 1 |
Preferred Stock, shares outstanding | 1 | 1 |
Series C [Member] | ||
Preferred Stock, par value per share | $0.00 | $0.00 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, shares issued | 2,370,655 | 2,521,907 |
Preferred Stock, shares outstanding | 2,370,655 | 2,521,907 |
Series D [Member] | ||
Preferred Stock, par value per share | $0.00 | $0.00 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Revenue | $207,424 | $427,286 |
Cost of revenue | 92,349 | 248,994 |
Gross profit | 115,075 | 178,292 |
Operating expenses: | ||
Selling expenses | 30,521 | 83,832 |
Administrative expenses | 302,789 | 2,015,197 |
Research and development | 6,650 | 8,300 |
Depreciation | 2,342 | |
Total operating expenses | 339,960 | 2,109,671 |
Loss from operations | -224,885 | -1,931,379 |
Other (expenses) | ||
Gain on derivative financial instrument | 18,055 | |
Gain on debt conversion, net | 472,127 | |
Loss on share exchange | -1,273,732 | |
Interest and other expenses | -75,014 | -149,500 |
Total other income (expenses) | -75,014 | -933,050 |
Net loss | ($299,899) | ($2,864,429) |
Loss per common share - basic and diluted | ($0.00) | ($0.00) |
Weighted average number of shares outstanding - basic and diluted | 2,110,696,898 | 1,369,700,683 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Net (loss) | ($299,899) | ($2,864,429) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||
Depreciation | 2,342 | |
(Gain) on derivative financial instrument | -18,055 | |
Amortization of notes payable discount | 51,618 | |
Amortization of deferred loan costs | 1,331 | |
Common stock, preferred stock and warrants issued for services | 10,000 | 1,801,859 |
(Gain) on debt conversion, net | -472,127 | |
Loss on share exchange | 1,273,732 | |
(Increase) decrease in assets: | ||
Accounts receivable | 22,404 | -19,936 |
Inventory | 6,787 | 7,186 |
Prepaid expenses and other current assets | 60,001 | |
Increase (decrease) in liabilities: | ||
Accounts payable | -55,177 | 23,624 |
Accrued expenses | 49,270 | 67,965 |
Customer deposits | 2,002 | 8,428 |
Deferred revenue | -13,071 | 22,675 |
Net cash (used in) operating activities | -217,683 | -113,787 |
Cash Flows From Financing Activities | ||
Proceeds from issuance of preferred stock and common stock | 359,000 | 35,000 |
Payments of convertible notes payable and related liabiilties | -125,000 | |
Proceeds from notes payable - stockholders | 196,555 | |
Payments of notes payable - stockholders | -150,000 | -20,000 |
Net cash provided by financing activities | 209,000 | 86,555 |
Net decrease in cash | -8,683 | -27,232 |
Cash - Beginning of year | 11,188 | 38,420 |
Cash - End of year | 2,505 | 11,188 |
Supplemental cash flow information: | ||
Cash paid for interest | 5,895 | 32,806 |
Non-cash financing transactions: | ||
Fair value of shares issued for services | 668,251 | |
Amount of convertible debt converted to stock | 623,215 | |
Debt Conversion on Notes Payable and Accrued Interest [Member] | ||
Non-cash financing transactions: | ||
Amount of convertible debt converted to stock | 143,703 | |
Debt Conversion on Notes Payable [Member] | ||
Non-cash financing transactions: | ||
Amount of convertible debt converted to stock | 7,700 | |
Debt Conversion on Derivative Liability [Member] | ||
Non-cash financing transactions: | ||
Amount of convertible debt converted to stock | 27,363 | |
Series C Preferred Stock [Member] | Consulting firm [Member] | ||
Non-cash financing transactions: | ||
Shares issued for services from consultants, shares | 35,000 | |
Fair value of shares issued for services | $10,000 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (USD $) | Total | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] |
Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | |||||
Balance at Sep. 30, 2012 | |||||||
Balance, shares at Sep. 30, 2012 | |||||||
Shares issued for cash | 35,000 | ||||||
Shares issued for cash, shares | 14,000 | ||||||
Balance at Oct. 31, 2012 | |||||||
Balance at Sep. 30, 2012 | -1,364,174 | 10.74 | 1.5 | 7,572,635 | -8,936,822 | ||
Balance, shares at Sep. 30, 2012 | 1,074,000 | 1 | 136,916 | ||||
Shares issued for cash | 35,000 | 0.14 | 35,000 | ||||
Shares issued for cash, shares | 14,000 | ||||||
Shares issued for conversion of notes payables and accrued interest | 41,961 | 0.57 | 41,960 | ||||
Shares issued for conversion of notes payables and accrued interest, shares | 57,481 | ||||||
Shares issued for conversion of convertible debt and derivative liability | 22,221 | 0.24 | 22,221 | ||||
Shares issued for conversion of convertible debt and derivative liability, shares | 27,500 | ||||||
Shares issued for conversion of accounts payable | 265,672 | 2.12 | 1.42 | 265,668 | |||
Shares issued for conversion of accounts payable, shares | 211,786 | 141,666 | |||||
Shares issued for non-employee services | 670,248 | 0.24 | 68.25 | 670,180 | |||
Shares issued for non-employee services, shares | 24,000 | 6,825,000 | |||||
Shares issued for employee services | 909,000 | 10 | 908,990 | ||||
Shares issued for employee services, shares | 1,000,000 | ||||||
Shares cancelled in exchange for Preferred C | 1,265,959 | 21.9 | -0.61 | 1,265,938 | |||
Shares cancelled in exchange for Preferred C, shares | 2,190,045 | -61,434 | |||||
Preferred C in exchange for cancellation of options and warrants | 13,330 | 0.33 | 13,330 | ||||
Preferred C in exchange for cancellation of options and warrants, shares | 32,595 | ||||||
Common shares in exchange for conversion of Preferred A | -5 | 500 | -495 | ||||
Common shares in exchange for conversion of Preferred A, shares | -500,000 | 50,000,000 | |||||
Common shares in exchange for conversion of Preferred C | 20,000 | -20,000 | |||||
Common shares in exchange for conversion of Preferred C, shares | -8,000 | 2,000,000,000 | |||||
Removal of derivative liability for payment of conversion of debt | 64,553 | 64,553 | |||||
Net (loss) | -2,864,429 | -2,864,429 | |||||
Balance at Sep. 30, 2013 | -940,659 | 5.74 | 25.3 | 20,581 | 10,839,980 | -11,801,251 | |
Balance, shares at Sep. 30, 2013 | 574,000 | 1 | 2,521,907 | 2,058,069,648 | |||
Shares issued for cash | 359,000 | 559 | 358,441 | ||||
Shares issued for cash, shares | 55,900,000 | ||||||
Shares issued for non-employee services | 10,000 | 0.35 | 10,000 | ||||
Shares issued for non-employee services, shares | 35,000 | ||||||
Common shares in exchange for conversion of Preferred A | -1 | 100 | -99 | ||||
Common shares in exchange for conversion of Preferred A, shares | -100,000 | 10,000,000 | |||||
Common shares in exchange for conversion of Preferred C | -1.86 | 9 | -8 | ||||
Common shares in exchange for conversion of Preferred C, shares | -186,252 | 931,260 | |||||
Net (loss) | -299,899 | -299,899 | |||||
Balance at Sep. 30, 2014 | ($871,558) | $4.74 | $23.79 | $21,249 | $11,208,314 | ($12,101,150) | |
Balance, shares at Sep. 30, 2014 | 474,000 | 1 | 2,370,655 | 2,124,900,908 |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Sep. 30, 2014 | |||
ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||
ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 -ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Organization | |||
Cleartronic, Inc. (the “Company”) was incorporated in the state of Florida on November 15, 1999. | |||
The Company, through its wholly owned subsidiary VoiceInterop, Inc., designs, builds and installs unified group communication solutions, including unique hardware and customized software, for public and private enterprises and markets those services and products under the VoiceInterop brand name. VoiceInterop is the Company's operating subsidiary. | |||
In August 2014, the Company entered into a Licensing Agreement with Collabria LLC of Tampa, Florida (”Collabria”). The Agreement grants the Company the right to market, sell and support Collabria's command and control software, trade-named ReadyOp. ReadyOp software is designed for fast, efficient access to information and for communication with multiple persons, groups and agencies. This agreement will remain in effect for an initial term of five years unless either the Company or Collabria sooner terminates the agreement. Upon expiration of the agreement, the Company's only obligation to Collabria shall be the payment of all outstanding obligations to Collabria. In September 2014, the Company formed ReadyOp Communications, Inc. (a Florida corporation), as a wholly owned subsidiary to facilitate the marketing of ReadyOp software. | |||
On September 13, 2012, the Board of Directors voted to decrease the par value of the Company's authorized and outstanding common and preferred stock to $.00001 per share. On November 28, 2012, the Board of Directors authorized a 3000 to 1 reverse stock split of its common shares. The reverse split was approved by the Financial Industry Regulatory Authority (FINRA) on December 4 and became effective on December 28, 2012. All share and per share amounts included in the consolidated financial statements have been adjusted retroactively to reflect the effects of the par value change and the reverse stock split. | |||
PRINCIPLES OF CONSOLIDATION | |||
The consolidated financial statements and accompany notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of Cleartronic, Inc. and its subsidiaries, VoiceInterop, Inc. and ReadyOp Communications, Inc. All intercompany transactions and balances have been eliminated. | |||
USE OF ESTIMATES | |||
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and operations for the reporting period. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. | |||
CASH AND CASH EQUIVALENTS | |||
For financial statement purposes, the Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not own any cash equivalents at September 30, 2014 and 2013. | |||
ACCOUNTS RECEIVABLE | |||
The Company provides an allowance for uncollectible accounts based upon a periodic review and analysis of outstanding accounts receivable balances. Uncollectible receivables are charged to the allowance when deemed uncollectible. Recoveries of accounts previously written off are used to credit the allowance account in the periods in which the recoveries are made. | |||
The Company has an Accounts Receivable Purchase and Security Agreement with Bridgeport Capital Resources of Birmingham, AL. Under the terms of the agreement the Company sells certain acceptable accounts receivable to Bridgeport Capital at a discount to the receivable face value. Discounts can range between 2.25 and 6.25 percent depending on the length of time the receivable remains outstanding. | |||
The Company provided an allowance for doubtful accounts for the years ended September 30, 2014 and 2013 of $0 and $3,200, respectively. | |||
CONCENTRATION OF CREDIT RISK | |||
The Company currently maintains cash balances at one FDIC-insured banking institution. Deposits held in noninterest-bearing transaction accounts are insured up to a maximum of $250,000 at all FDIC-insured institutions. | |||
RESEARCH AND DEVELOPMENT COSTS | |||
The Company expenses research and development costs as incurred. For the years ended September 30, 2014 and 2013, the Company had $6,650 and $8,300, respectively, in research and development costs. | |||
COMPREHENSIVE INCOME | |||
The Company had no comprehensive income during the years ended September 30, 2014 and 2013. | |||
REVENUE RECOGNITION AND DEFERRED REVENUES | |||
Unified group communication solutions consist of three elements to be provided to customers: software licenses and equipment purchased from third-party vendors, proprietary hardware that is manufactured on contract to required specifications and installation and integration of the hardware and software into the cohesive communication source. | |||
The Company's revenue recognition policies are in accordance with Accounting Standards Codification 605-10 “Revenue Recognition” (ASC 605-10). Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the contract price is fixed or determinable, and collectability is reasonably assured. No right of return privileges are granted to customers after shipment. The Company recognizes revenue for the elements separately as the sales of the equipment and software, installation and integration, and support services represent separate earnings processes that are generally specified under separate agreements. | |||
Revenue from the resale of equipment utilized in unified group communication solutions is recognized when shipped. For software licenses, the Company does not provide any services that are considered essential to the functionality of the software, and therefore revenue is recognized upon delivery of the software, provided (1) there is evidence of an arrangement, (2) collection of the fee is considered probable and (3) the fee is fixed and determinable. | |||
The Company also provides support to customers under separate contracts varying from one to five years. The Company's obligations under its service contracts vary by the length of the contract. In all cases the Company is the primary obligor to provide first level support to the client. If the contract has less than one year of service and support remaining on the contract, it is classified as a current liability; if longer, it is classified as a non-current liability. | |||
Installation and integration services are recognized upon completion. | |||
EARNINGS PER SHARE | |||
In accordance with accounting guidance now codified as FASB ASC 260 “Earning per Share”, basic income (loss) per common share is calculated using the weighted average number of shares outstanding during the periods reported. Diluted earnings per share include the weighted average effect of all dilutive securities outstanding during the periods presented. | |||
Diluted per share loss is the same as basic per share loss when there is a loss from continuing operations. | |||
As of September 30, 2014 and 2013, we had outstanding options and warrants exercisable for an aggregate of 167 and 6,363 shares of common stock, respectively. As of September 30, 2014 and 2013, we had 474,000 and 574,000 shares of Series A Convertible Preferred stock outstanding convertible into 47,400,000 and 57,400,000 common shares, respectively. As of September 30, 2014 and 2013, we had 2,370,655 and 2,521,907 shares of Series C Convertible Preferred stock outstanding which are convertible into 11,853,275 and 12,609,535 shares of common stock, respectively. | |||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||
The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company's consolidated financial statements. | |||
ASC 820 also describes three levels of inputs that may be used to measure fair value: | |||
• | Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. | ||
• | Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | ||
• | Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. | ||
Financial instruments consist principally of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and deferred revenue. The carrying amounts of such financial instruments in the accompanying consolidated balance sheet approximate their fair values due to their relatively short-term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management's opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. | |||
INVENTORY | |||
Inventory consists of components held for assembly and finished goods held for resale or to be utilized for installation in projects. Inventory is valued at lower of cost or market on a first-in, first-out basis. During the year ended September 30, 2014 the Company eliminated its inventory of individual component parts used in assembly of its circuit boards. The component parts inventory was purchased from the Company by its contract manufacturer which now provides completed circuit boards at a price that includes component parts and assembly charges. The Company only carries finished goods to be shipped along with completed circuit boards and parts necessary for final assembly of finished product. The Company's prior policy was to record a reserve for technological obsolescence of component parts. That policy was discontinued in 2014 as all existing inventory is considered current and usable. The reserve was $0 and $5,000 as of September 30, 2014 and 2013. | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment are recorded at cost. For financial statement purposes depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the asset. | |||
Expenditures for replacements, maintenance and repairs that do not extend the lives of the respective assets are charged to expense as incurred. When assets are retired, sold or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are recognized. | |||
As of September 30, 2014 all property and equipment had been fully depreciated. | |||
INCOME TAXES | |||
The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognizes income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. | |||
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 of a tax rate change on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records valuation allowance to reduce net deferred tax assets to the amount considered more likely than not to be realized. Changes in estimates of future taxable income can materially change the amount of such valuation allowances. | |||
The Company is required to recognize, measure, classify, and disclose in the financial statements uncertain tax positions taken or expected to be taken in the Company's tax returns. Management has determined that the Company does not have any uncertain tax positions and associated unrecognized benefits that materially impact the financial statements or related disclosures. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company's tax returns will not be challenged by the taxing authorities and that the Company will not be subject to additional tax penalties, and interest as a result of such challenge. The federal and state income tax returns of the Company for the years ended September 30, 2014, 2013 and 2012 are subject to examination by the IRS and state taxing authorities generally for three years after they were filed. There are no tax examinations currently in process. | |||
STOCK-BASED COMPENSATION | |||
Effective January 1, 2006, the Company adopted the fair value recognition provisions of Accounting Standards Codification 718-10 “Compensation” (ASC 718-10) using the modified retrospective transition method. ASC 718-10 (formerly SFAS 123R) requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service periods. The Company has estimated the fair value of each award as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of the Company's stock price. In March 2005, the SEC issued SAB No. 107, Share-Based Payment ("SAB 107"), which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10. | |||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“FASB ASC Section 505-50-30”). Pursuant to FASB ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. | |||
DERIVATIVE INSTRUMENTS | |||
The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification and paragraph 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Statement of Operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date | |||
and then that fair value is reclassified to equity. | |||
In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | |||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. As of September 30, 2014 and 2013 there were no derivative liabilities. | |||
ADVERTISING COSTS | |||
Advertising costs are expensed as incurred. The Company had advertising costs of $2,121 during the year ended September 30, 2014 and $2,458 during the year ended September 30, 2013. | |||
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Sep. 30, 2014 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 2 -RECENT ACCOUNTING PRONOUNCEMENTS |
Recent accounting pronouncements issued by the FASB, the AICPA and the SEC, did not, or are not believed by management to have a material impact on the Company's present or future financial statements. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Sep. 30, 2014 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 3 -GOING CONCERN |
During the years ended September 30, 2014 and 2013, and since inception, the Company has experienced cash flow problems. From time-to-time, the Company has experienced difficulties meeting its obligations as they became due. As reflected in the accompanying consolidated financial statements, the Company incurred net losses from operations of approximately $300,000 for the year ended September 30, 2014 and had working capital deficit of approximately $869,000 for the year ended September 30, 2014. The Company also had an accumulated deficit of approximately $12,101,000 and a stockholders' deficit of approximately $871,000 at September 30, 2014.These matters raise substantial doubt about the Company's ability to continue as a going concern. | |
The Company believes the agreement with Collabria will allow the Company to generate additional income from the sale of ReadyOp software and will assist in expanding the distribution of the AudioMate AM360 line of IP gateway devices. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management is currently seeking funding from significant shareholders and outside funding sources sufficient to meet its minimal operating expenses. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. | |
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary if the Company is unable to continue as a going concern. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
PROPERTY AND EQUIPMENT [Abstract] | |||||||||||||||
PROPERTY AND EQUIPMENT | NOTE 4 -PROPERTY AND EQUIPMENT | ||||||||||||||
The Company's property and equipment as of September 30, 2014 and 2013 consisted of the following: | |||||||||||||||
ESTIMATED | |||||||||||||||
USEFUL LIFE | |||||||||||||||
2014 | 2013 | (IN YEARS) | |||||||||||||
Software | $ | 47,823 | $ | 47,823 | 4 | ||||||||||
Network equipment | 32,653 | 32,653 | 4 | ||||||||||||
RoIP equipment and software | 3,873 | 3,873 | 5 | ||||||||||||
Office equipment and furniture | 30,226 | 30,226 | 5 | ||||||||||||
Testing and R & D equipment | 21,550 | 21,550 | 5 | ||||||||||||
136,125 | 136,125 | ||||||||||||||
Less accumulated depreciation | (136,125 | ) | (136,125 | ) | |||||||||||
Net property and equipment | $ | 0 | $ | 0 | |||||||||||
Depreciation expense totaled $0 and $2,342 for the years ended September 30, 2014 and 2013, respectively. |
DEFERRED_INCOME_TAXES
DEFERRED INCOME TAXES | 12 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
DEFERRED INCOME TAXES [Abstract] | |||||||||||||
DEFERRED INCOME TAXES | NOTE 5 -DEFERRED INCOME TAXES | ||||||||||||
The Company calculates its deferred tax assets based upon its consolidated net operating loss (NOL) carryovers available to offset future taxable income, net of other tax credit(s) or tax deferred liabilities, if any. No deferred tax assets for the years ended September 30, 2014 and 2013 have been recorded since any available deferred tax assets are fully offset by increases in its valuation allowances. The Company increased its valuation allowance based on its history of consolidated net losses. At September 30, 2014, the Company has net operating loss carryforwards of approximately $11,584,000 that expire through 2031. Should a cumulative change in the ownership of more than 50% occur within a three-year period, there could be an annual limitation on the use of the net operating loss carryforwards. | |||||||||||||
Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes plus any available consolidated, net deferred tax credits. Significant components of the Company's net deferred income tax assets (liabilities) are: | |||||||||||||
2014 | 2013 | ||||||||||||
Consolidated NOL carryover | $ | 11,584,000 | $ | 11,284,000 | |||||||||
Deferred tax asset from NOL carryover arising from current net effective tax rate | $ | 4,520,000 | $ | 4,400,000 | |||||||||
Net deferred income tax asset | 4,520,000 | 4,400,000 | |||||||||||
Less: valuation allowance | (4,520,000 | ) | (4,400,000 | ) | |||||||||
Total deferred income tax assets | $ | 0 | $ | 0 | |||||||||
A reconciliation of the Federal and respective State income tax rate as a percentage of income before taxes is as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Federal statutory income tax rate | 34.00% | 34.00% | |||||||||||
State taxes, net of federal benefit | 5.00% | 5.00% | |||||||||||
Effective rate for deferred tax asset | 39.00% | 39.00% | |||||||||||
Less: Valuation allowance | -39.00% | -39.00% | |||||||||||
Effective income tax rate | 0.00% | 0.00% | |||||||||||
Management has determined that it is more likely than not that the Company will not use the NOL carryforward and has 100% against the deferred asset. The reserve is based on historical experience of the Company's operations as it has not recognized net income in its current incarnation and there is no indication of any events or conditions that would show that trend will not continue due to the Company's current expectation of expense requirements. | |||||||||||||
In May 2007, the FASB issued FASB Staff Position (“FSP”) FIN 48-1 “Definition of Settlement in FASB Interpretation No. 48” (FSP FIN 48-1). Now codified FASB ASC 740-10-25-9 provides guidance on how to determine whether a tax position is effectively settled for purpose of recognizing previously unrecognized tax benefits. The implementation of this standard did not have a material impact on our consolidated financial position or results of operation. |
NOTES_PAYABLE_STOCKHOLDERS
NOTES PAYABLE - STOCKHOLDERS | 12 Months Ended |
Sep. 30, 2014 | |
NOTES PAYABLE - STOCKHOLDERS [Abstract] | |
NOTES PAYABLE - STOCKHOLDERS | NOTE 6 -NOTES PAYABLE – STOCKHOLDERS |
In April 2013, the Company entered into a promissory note for $10,000 with a stockholder. The note bears a 10% interest rate, is unsecured and is due on December 31, 2015. | |
In May 2013, the Company entered into two promissory notes for $14,325 with a stockholder. The notes bear a 10% interest rate, are unsecured and are due on December 31, 2015. | |
As further discussed in Note 8, during the twelve months ended September 30, 2013, the Company repaid approximately $132,000 in notes payable to stockholders through the issuance of 57,481 shares of Series C Convertible Preferred Stock. | |
During prior years, the Company entered into 3 promissory notes with one stockholder for a total amount of $110,000. The notes bear a 10% interest rate, are unsecured and are due on December 31, 2015. | |
In November 2013, the Company repaid a note payable to one stockholder for $150,000. | |
The Company has other notes payable to stockholders totaling $46,413. These notes range in interest from 10% to 15% which are payable quarterly. All of these notes mature December 31, 2015. | |
Interest expense on notes payable – stockholders was $27,891 in 2014 and $30,984 in 2013. |
CONVERTIBLE_PROMISSORY_NOTE_AN
CONVERTIBLE PROMISSORY NOTE AND EMBEDDEDED DERIVATIVE LIABILITIES | 12 Months Ended |
Sep. 30, 2014 | |
CONVERTIBLE PROMISSORY NOTE AND EMBEDDEDED DERIVATIVE LIABILITIES [Abstract] | |
CONVERTIBLE PROMISSORY NOTE AND EMBEDDEDED DERIVATIVE LIABILITIES | NOTE 7 - CONVERTIBLE PROMISSORY NOTE AND EMBEDDEDED DERIVATIVE LIABILITIES |
The Company had no convertible promissory notes or derivative liabilities outstanding as of September 30, 2014. | |
The Company previously entered into securities purchase agreements (the “Purchase Agreement”) with an investor and issued convertible promissory notes in the amount of $60,000, $37,500 and $37,500, respectively (the “Notes”).The Notes bore interest at 8% per annum and mature on August 15, October 23, 2012, and May 24, 2013, respectively. The Notes were convertible into unregistered shares of the Company's common stock (the “Common Stock”), at the Conversion Price, as defined below, in whole, or in part, at any time beginning 180 days after the issuance of the note. The Conversion Price of the Notes was be equal to 58% multiplied by the Variable Conversion Rate which is equal to the average of the three (3) lowest closing bid prices of the Common Stock during the ten (10) trading day period prior to the date of conversion. In any event of default before the maturity date payment is immediately due in the amount 150% of the outstanding unpaid principal along with interest and any penalties. | |
During October and November 2012, $7,700 of principal was converted to 27,500 shares of common stock. As a result of the partial conversion of the notes, $22,221 was reclassified from derivative liability to additional paid-in capital and a gain on conversion was recognized of $12,842. | |
On March 8, 2013 the Company paid all of the outstanding principal, accrued interest and penalties totaling $125,000 on three outstanding convertible promissory notes. | |
Derivative analysis | |
The Notes were convertible into common stock of the Company at variable conversion rates that provided a fixed return to the note-holder. Under the terms of the notes, the Company could be required to issue additional shares in the event of a default. Due to these provisions, the conversion feature was subject to derivative liability treatment under Section 815-40-15 of the FASB Accounting Standard Codification (“Section 815-40-15”) (formerly FASB Emerging Issues Task Force (“EITF”) 07-5). The Notes were measured at fair value using a lattice model at each reporting period with gains and losses from the change in fair value of derivative liabilities recognized on the consolidated statement of operations. The conversion feature was recorded as a discount to the notes due to the beneficial conversion feature upon origination. | |
The repayment of the convertible notes effectively removed the derivative liability and the Company recognized a gain of approximately $123,000 and additional paid-in capital of approximately $65,000. The net gain on the change in fair value of the derivative liability was $18,055 for the year ended September 30, 2013. |
EQUITY_TRANSACTIONS
EQUITY TRANSACTIONS | 12 Months Ended | |||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||
EQUITY TRANSACTIONS [Abstract] | ||||||||||||||||||||||
EQUITY TRANSACTIONS | NOTE 8 -EQUITY TRANSACTIONS | |||||||||||||||||||||
Preferred Stock | ||||||||||||||||||||||
In June 2010, the Board of Directors voted to amend the Company's Articles of Incorporation in order to authorize the issuance of 200 million shares of Preferred Stock with a par value of $0.001 per share. Concurrently, the Board designated the preferred stock as Series A Convertible Preferred Stock. Among other things, the Certificate of Designation of Series A Convertible Preferred (i) authorizes 1,250,000 shares of the Corporation's preferred stock to be designated “Series A Convertible Preferred Stock (ii) is convertible into the Company's common stock after two years at a conversion price of $0.01 per share at the holder's option (iii) each holder of Series A Preferred Stock is entitled to receive cumulative dividends, payable quarterly in either cash or equivalent shares of common stock at the rate of 8% of $1.00 per annum on each outstanding share of Series A Preferred then held by such Series A Preferred Holder, on a pro rata basis. | ||||||||||||||||||||||
In August 2012, the Board of Directors voted to amend the Company's Articles of Incorporation to designate the Series B Preferred Stock setting forth the rights and preferences of the Series B Preferred Stock. Among other things, the Certificate of Designation (i) authorizes 10 (ten) shares of the Corporations preferred stock to be designated as Series B Preferred Stock; (ii)grants no conversion rights to the holders of the Series B Preferred Stock; (iii) provides the holders of Series B Preferred Stock shall vote with the holders of the Corporation's common stock and any class or series of capital stock of the Corporation hereafter created; and (iv) provides that if at least on share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred stock at any given time, regardless of their number, shall have voting rights equal to two (2) times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii)the total number of shares of any Preferred Stocks which are issued and outstanding at the time of voting. | ||||||||||||||||||||||
In October 2012, the Board of Directors voted to amend the Company's Articles of Incorporation to designate the Series C and Series D Convertible Preferred Stock setting forth the rights and preferences of the Series C and D Convertible Preferred Stock, par value $.00001 per share. Among other things, the Certificate of Designation for the Series C Preferred (i) authorizes fifty million (50,000,000) shares of the Corporation's preferred stock to be designated as “Series C Convertible Preferred Stock”; (ii) grants conversion rights to the holders of the Series C Preferred Stock; (iii) provides that each share of Series C Preferred Stock shall ten votes for any election or other vote placed before the shareholders of the Corporation; (iv) provides for anti-dilutive rights; (v) provides for liquidation rights; (vi) establishes the initial price at $2.50 per share; (vii) entitles the holder of the Series C Preferred Stock to receive dividends when, as and if declared by the Board of Directors. Among other things, the Certificate of Designation for the Series D Preferred (i) authorizes ten million (10,000,000) shares of the Corporation's preferred stock to be designated as “Series D Convertible Preferred Stock”; (ii) grants conversion rights to the holders of the Series D Preferred Stock; (iii) provides that each share of Series D Preferred Stock shall ten votes for any election or other vote placed before the shareholders of the Corporation; (iv) provides for anti-dilutive rights; (v) provides for liquidation rights; (vi) establishes the initial price at $5.00 per share; (vii) entitles the holder of the Series D Preferred Stock to receive dividends when, as and if declared by the Board of Directors. | ||||||||||||||||||||||
Preferred Share Designations | ||||||||||||||||||||||
In December 2013, the Board of Directors voted to amend the Company's Articles of Incorporation to change the conversion rights of the Series C and Series D Convertible Preferred Stock. Each share of the Series C and Series D Preferred Stock is convertible into five shares of common stock. | ||||||||||||||||||||||
In October 2012, the Company issued 14,000 shares of series C Preferred stock for cash proceeds of $35,000. | ||||||||||||||||||||||
During the year ended September 30, 2013, the Company entered into exchange agreements with 82 common stockholders to exchange 61,434 shares of common stock into 2,190,045 shares of Series C Convertible Preferred stock. The total fair value of the Series C Convertible Preferred Stock issued as consideration in the exchange was approximately $1,287,000. The total market value of the common stock exchanged was approximately $21,100. The Company recognized a loss for the difference between the consideration given and the market value of the stock of approximately $1,266,000. The Company will cancel all shares of common stock received in the exchange. | ||||||||||||||||||||||
Between October and December 2012, three note-holders converted $143,703 in principal and accrued interest into 57,481 shares of Series C Convertible Preferred stock valued at $41,961. The Company recognized a gain on the conversions of $101,742. | ||||||||||||||||||||||
During the year ended September 30, 2013, the Company issued 24,000 shares of Series C Convertible Preferred stock to 2 consultants for services valued at $17,520. The Company also converted $623,215 in accounts payable into 211,786 shares of Series C Convertible Preferred stock valued at $136,883. The Company recognized a gain of $357,543 on the conversion of accounts payable and accrued expenses. | ||||||||||||||||||||||
During the year ended September 30, 2013, the Company issued 32,595 shares of Series C Convertible Preferred stock warrant and option holders for the cancellation of 5,162 warrants and 399 options. The Company recognized a loss on the exchange of $7,769. | ||||||||||||||||||||||
During the year ended September 30, 2014, the company issued 35,000 shares of Series C Convertible Preferred stock to a consulting firm for services valued at $10,000. | ||||||||||||||||||||||
Dividends payable on Series A Convertible Preferred Stock of approximately $124,860 and $84,925 are included in Accrued Expenses as of September 30, 2014 and 2013, respectively. | ||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||
On September 13, 2012, the Board of Directors voted to increase the Company's authorized shares of common stock to 5,000,000,000 shares and to decrease the par value to $.00001 per share. | ||||||||||||||||||||||
Common Stock issued for services | ||||||||||||||||||||||
In October 2012, the Company issued 1,000,000 shares of restricted common stock to the Company's CEO under the terms of an employment agreement for services valued at $909,000. | ||||||||||||||||||||||
In October 2012, the Company issued 25,000 shares of common stock to a consultant for professional services valued at $22,728. | ||||||||||||||||||||||
In March 2013, the Company issued 5,800,000 shares of common stock to nine consultants for services to be rendered valued at a total of $580,000. | ||||||||||||||||||||||
In July 2013, the Company issued 1,000,000 shares of common stock to nine consultants for services to be rendered valued at a total of $50,000. | ||||||||||||||||||||||
Common stock issued for conversion of accounts payable and accrued expenses | ||||||||||||||||||||||
In October 2012, the Company issued 141,666 shares of common stock to five consultants for the conversion of $93,750 of accounts payable. The Company recognized a loss on the conversion of accounts payable of $35,037. | ||||||||||||||||||||||
Common Stock issued in lieu of cash dividends | ||||||||||||||||||||||
In September 2012, the Company issued 7,117 shares of the Company's common stock in lieu of accrued dividends due to the stockholder in the amount of approximately $106,745. | ||||||||||||||||||||||
Common stock issued for conversion of preferred stock | ||||||||||||||||||||||
In January 2013, the CEO of the Company exercised the conversion of 8,000 shares of Series C Preferred stock at the stated conversion rate of 250,000 shares of common stock for each share of Series C Preferred stock resulting in the issuance of 2,000,000,000 restricted shares of common stock. | ||||||||||||||||||||||
In February 2013, a shareholder converted 250,000 shares of Series A Preferred stock into 25,000,000 shares of common stock. | ||||||||||||||||||||||
In March 2013, five shareholders converted a total of 250,000 shares of Series A Preferred Stock into 25,000,000 shares of common stock. | ||||||||||||||||||||||
In February 2014, 3 shareholders converted 75,358 shares of Series C Convertible Preferred stock into 376,790 shares of common stock and 1 shareholder converted 100,000 shares of Series A Convertible preferred stock into 10,000,000 shares of common stock. | ||||||||||||||||||||||
In April 2014, 3 shareholders converted 110,894 shares of Series C Convertible Preferred stock into 554,470 shares of common stock. | ||||||||||||||||||||||
Common Stock issued for conversion of notes payable | ||||||||||||||||||||||
During October and November 2012, a noteholder converted $7,700 of a convertible promissory note into 27,501 shares of the Company's common stock. | ||||||||||||||||||||||
Common stock issued for cash | ||||||||||||||||||||||
In November 2013, the Company issued 40,000,000 shares of common stock to one shareholder for $200,000 in cash. | ||||||||||||||||||||||
In December 2013, the Company issued 10,000,000 shares of common stock to one shareholder for $100,000 in cash. | ||||||||||||||||||||||
In April 2014, the Company issued 5,000,000 shares of common stock to 2 shareholders for $50,000 in cash. | ||||||||||||||||||||||
In June 2014, the Company issued 900,000 shares of common stock to 2 shareholders for $9,000 in cash. | ||||||||||||||||||||||
Consultant Stock Plans | ||||||||||||||||||||||
During the year ended September 30, 2011, the Company adopted the Cleartronic, Inc. 2011 Consultant Stock Plan to assist the Company in obtaining and retaining the services of persons providing consulting services to the Company. In April 2011, the Company filed a registration statement with the Securities and Exchange Commission registering 6,666 shares of the Company's common stock for issuance under the plan. | ||||||||||||||||||||||
During the year ended September 30, 2005, the Company adopted the GlobalTel IP, Inc. 2005 Incentive Equity Plan (the “Plan”) allocating up to 1,666 shares of the Company's common stock to offer incentives to key employees, contractors, directors and officers. | ||||||||||||||||||||||
The following table summarizes information about stock options outstanding at September 30, 2014: | ||||||||||||||||||||||
Stock Options | ||||||||||||||||||||||
Options | Wtd. Avg. Exercise Price | |||||||||||||||||||||
Outstanding at September 30, 2012 | 2,183 | $ | 189 | |||||||||||||||||||
Granted/Issued | -- | -- | ||||||||||||||||||||
Exercised | -- | -- | ||||||||||||||||||||
Expired/Canceled | (399 | ) | $ | 135 | ||||||||||||||||||
Outstanding at September 30, 2013 | 1,784 | $ | 196 | |||||||||||||||||||
Granted/Issued | -- | -- | ||||||||||||||||||||
Exercised | -- | -- | ||||||||||||||||||||
Expired/Canceled | -1,617 | $ | 196 | |||||||||||||||||||
Outstanding at September 30, 2014 | 167 | $ | 90 | |||||||||||||||||||
The following table summarizes the number of outstanding options with their corresponding contractual life, as well as the exercisable weighted average (WA) outstanding exercise price, and number of vested options with the corresponding exercise price by price range. | ||||||||||||||||||||||
Outstanding | Exercisable | |||||||||||||||||||||
Range | Outstanding Options | WA | WA | Vested Options | WA Vested Exercise Price | |||||||||||||||||
Remaining Contractual Life | Outstanding Exercise Price | |||||||||||||||||||||
$0.00 to $0.030 | 167 | 1.25 yrs | $ | 90 | 167 | $ | 90 | |||||||||||||||
In October 2010, the 2005 Incentive Equity Plan expired. During the year ended September 30, 2014, the Company granted no options, and 1,617 options expired. | ||||||||||||||||||||||
No outstanding options were held by officers as of September 30, 2014. Outstanding options held by officers as of September 30, 2013 amounted to 583. | ||||||||||||||||||||||
Warrants | ||||||||||||||||||||||
During the year ended September 30, 2014 no warrants were issued and 5,496 warrants were cancelled or expired. | ||||||||||||||||||||||
During the year ended September 30, 2013 no warrants were issued and 4,579 warrants were cancelled or expired. | ||||||||||||||||||||||
The following is a summary of the Company's warrant activity: | ||||||||||||||||||||||
Weighted average exercise price | ||||||||||||||||||||||
Warrants | ||||||||||||||||||||||
Outstanding at September 30, 2012 | 10,075 | $ | 167.07 | |||||||||||||||||||
Granted | 0 | $ | 0 | |||||||||||||||||||
Expired/Cancelled | (5,496 | ) | $ | 195 | ||||||||||||||||||
Outstanding at September 30, 2013 | 4,579 | $ | 167.07 | |||||||||||||||||||
Granted | 0 | $ | 0 | |||||||||||||||||||
Expired/Cancelled | (4,579 | ) | $ | 167.07 | ||||||||||||||||||
Outstanding at September 30, 2014 | 0 | |||||||||||||||||||||
Warrants exercisable at September 30, 2014 | 0 | |||||||||||||||||||||
Warrants outstanding at September 30, 2014 | 0 | |||||||||||||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES | ||||
OBLIGATIONS UNDER OPERATING LEASES | |||||
The Company leases approximately 1,700 square feet for its principal offices in Boca Raton, Florida at a monthly rental of approximately $3,200. The lease, which provides for annual increases of base rent of 4%, expires on November 30, 2018. | |||||
The Company subleased a portion of its principal offices to a third party on a month to month basis until November 30, 2014 at which time the sublessee negotiated its own lease . For the years ended September 30, 2014 and 2013 the Company's rent was reduced by approximately $30,000 and $26,000 as a result of the sublease agreement. | |||||
Future lease commitments are as follows for the years ended September 30: | |||||
2015 | $ | 40,640 | |||
2016 | 41,260 | ||||
2017 | 41,880 | ||||
2018 | 43,560 | ||||
Total | $ | 166,340 | |||
Rental expense incurred during the years ended September 30, 2014 and 2013 was $51,549 and $56,212, respectively. | |||||
MAJOR CUSTOMERS | |||||
Approximately 44% and 36% of the Company's revenues for the years ended September 30, 2014 and 2013 was derived from 3 customers, respectively. | |||||
MAJOR SUPPLIER AND SOLE MANUFACTURING SOURCE | |||||
During 2014, the Company developed a proprietary interoperable communications solution. Prior to 2014, the Company's unified group communication services business relied primarily on one major vendor to supply its software development platform. During the year ended September 30, 2013, purchases from this vendor represented approximately 17% of the total cost of revenue. The Company had no purchases from this vendor in the year ended September 30, 2014. The Company has contracted with a single local manufacturing facility to provide completed circuit boards used in the assembly of its IP gateway devices. Interruption to the manufacturing source presents additional risk to the Company. The Company believes that other commercial facilities exist at competitive rates to match the resources and capabilities of its existing manufacturing source. | |||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2014 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS |
Management has evaluated subsequent events through January 13, 2015, which is the date the consolidated financial statements were issued. | |
Common stock issued for conversion of preferred stock | |
In October 2014, a shareholder converted 20,000 shares of Series A Convertible Preferred stock into 2,000,000 shares of common stock. | |
In October 2014, a shareholder converted 20,000 shares of Series C Convertible Preferred stock into 100,000 shares of common stock. | |
In November 2014, a shareholder converted 10,000 shares of Series A Convertible Preferred stock into 1,000,000 shares of common stock. | |
In December 2014, a shareholder converted 12,500 shares of Series A Convertible Preferred stock into 1,250,000 shares of common stock. | |
Common stock issued for cash | |
In November 2014, a shareholder purchased 2,500,000 shares of common stock for $25,000 in cash. | |
Convertible promissory note | |
In December 2014, the Company entered into a Securities Purchase Agreement with a private investor in connection with the issuance of a 8% convertible promissory note in the amount of $38,000. The note matures on September 3, 2015 and is convertible into shares of the Company's common stock at a variable conversion price (58% multiplied by the market price) that is equal to the average of the three (3) lowest closing bid prices of the Common Stock during the ten (10) trading day period prior to the date of conversion. The Note also contain prepayment option whereby the Company may make payments to the holder based on the length of time the Note have been outstanding, upon three (3) trading days' prior written notice to the holder. | |
During the first 30 days, the Company may make a payment to the holder equal to 115% of the then outstanding unpaid principal and interest, from days 31 until 60 days, the Company may make a payment to the holder equal to 120% of the then outstanding unpaid principal and interest, from days 61 until 90 days, the Company may make a payment to the holder equal to 125% of the then outstanding unpaid principal and interest, from days 91 until 120 days the Company may make a payment to the holder equal to 130% of the then outstanding unpaid principal and interest, from days 121 until 150 days, the Company may make a payment to the holder equal to 135% of the then outstanding unpaid principal and interest, from days 151 until 180 days, the Company may make a payment to the holder equal to 140% of the then outstanding unpaid principal and interest, after 180 days, the Company has no right of prepay. In the event of default before the maturity dates, the payment is immediately due, in the amount of 22% of the outstanding unpaid principal, along with interest and any penalties. | |
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Sep. 30, 2014 | |||
ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION | ||
The consolidated financial statements and accompany notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of Cleartronic, Inc. and its subsidiaries, VoiceInterop, Inc. and ReadyOp Communications, Inc. All intercompany transactions and balances have been eliminated. | |||
USE OF ESTIMATES | USE OF ESTIMATES | ||
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and operations for the reporting period. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. | |||
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS | ||
For financial statement purposes, the Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not own any cash equivalents at September 30, 2014 and 2013. | |||
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE | ||
The Company provides an allowance for uncollectible accounts based upon a periodic review and analysis of outstanding accounts receivable balances. Uncollectible receivables are charged to the allowance when deemed uncollectible. Recoveries of accounts previously written off are used to credit the allowance account in the periods in which the recoveries are made. | |||
The Company has an Accounts Receivable Purchase and Security Agreement with Bridgeport Capital Resources of Birmingham, AL. Under the terms of the agreement the Company sells certain acceptable accounts receivable to Bridgeport Capital at a discount to the receivable face value. Discounts can range between 2.25 and 6.25 percent depending on the length of time the receivable remains outstanding. | |||
The Company provided an allowance for doubtful accounts for the years ended September 30, 2014 and 2013 of $0 and $3,200, respectively. | |||
CONCENTRATION OF CREDIT RISK | CONCENTRATION OF CREDIT RISK | ||
The Company currently maintains cash balances at one FDIC-insured banking institution. Deposits held in noninterest-bearing transaction accounts are insured up to a maximum of $250,000 at all FDIC-insured institutions. | |||
RESEARCH AND DEVELOPMENT COSTS | RESEARCH AND DEVELOPMENT COSTS | ||
The Company expenses research and development costs as incurred. For the years ended September 30, 2014 and 2013, the Company had $6,650 and $8,300, respectively, in research and development costs. | |||
COMPREHENSIVE INCOME | COMPREHENSIVE INCOME | ||
The Company had no comprehensive income during the years ended September 30, 2014 and 2013. | |||
REVENUE RECOGNITION AND DEFERRED REVENUES | REVENUE RECOGNITION AND DEFERRED REVENUES | ||
Unified group communication solutions consist of three elements to be provided to customers: software licenses and equipment purchased from third-party vendors, proprietary hardware that is manufactured on contract to required specifications and installation and integration of the hardware and software into the cohesive communication source. | |||
The Company's revenue recognition policies are in accordance with Accounting Standards Codification 605-10 “Revenue Recognition” (ASC 605-10). Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the contract price is fixed or determinable, and collectability is reasonably assured. No right of return privileges are granted to customers after shipment. The Company recognizes revenue for the elements separately as the sales of the equipment and software, installation and integration, and support services represent separate earnings processes that are generally specified under separate agreements. | |||
Revenue from the resale of equipment utilized in unified group communication solutions is recognized when shipped. For software licenses, the Company does not provide any services that are considered essential to the functionality of the software, and therefore revenue is recognized upon delivery of the software, provided (1) there is evidence of an arrangement, (2) collection of the fee is considered probable and (3) the fee is fixed and determinable. | |||
The Company also provides support to customers under separate contracts varying from one to five years. The Company's obligations under its service contracts vary by the length of the contract. In all cases the Company is the primary obligor to provide first level support to the client. If the contract has less than one year of service and support remaining on the contract, it is classified as a current liability; if longer, it is classified as a non-current liability. | |||
Installation and integration services are recognized upon completion. | |||
EARNINGS PER SHARE | EARNINGS PER SHARE | ||
In accordance with accounting guidance now codified as FASB ASC 260 “Earning per Share”, basic income (loss) per common share is calculated using the weighted average number of shares outstanding during the periods reported. Diluted earnings per share include the weighted average effect of all dilutive securities outstanding during the periods presented. | |||
Diluted per share loss is the same as basic per share loss when there is a loss from continuing operations. | |||
As of September 30, 2014 and 2013, we had outstanding options and warrants exercisable for an aggregate of 167 and 6,363 shares of common stock, respectively. As of September 30, 2014 and 2013, we had 474,000 and 574,000 shares of Series A Convertible Preferred stock outstanding convertible into 47,400,000 and 57,400,000 common shares, respectively. As of September 30, 2014 and 2013, we had 2,370,655 and 2,521,907 shares of Series C Convertible Preferred stock outstanding which are convertible into 11,853,275 and 12,609,535 shares of common stock, respectively. | |||
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company's consolidated financial statements. | |||
ASC 820 also describes three levels of inputs that may be used to measure fair value: | |||
• | Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. | ||
• | Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | ||
• | Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. | ||
Financial instruments consist principally of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and deferred revenue. The carrying amounts of such financial instruments in the accompanying consolidated balance sheet approximate their fair values due to their relatively short-term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management's opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. | |||
INVENTORY | INVENTORY | ||
Inventory consists of components held for assembly and finished goods held for resale or to be utilized for installation in projects. Inventory is valued at lower of cost or market on a first-in, first-out basis. During the year ended September 30, 2014 the Company eliminated its inventory of individual component parts used in assembly of its circuit boards. The component parts inventory was purchased from the Company by its contract manufacturer which now provides completed circuit boards at a price that includes component parts and assembly charges. The Company only carries finished goods to be shipped along with completed circuit boards and parts necessary for final assembly of finished product. The Company's prior policy was to record a reserve for technological obsolescence of component parts. That policy was discontinued in 2014 as all existing inventory is considered current and usable. The reserve was $0 and $5,000 as of September 30, 2014 and 2013. | |||
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT | ||
Property and equipment are recorded at cost. For financial statement purposes depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the asset. | |||
Expenditures for replacements, maintenance and repairs that do not extend the lives of the respective assets are charged to expense as incurred. When assets are retired, sold or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are recognized. | |||
As of September 30, 2014 all property and equipment had been fully depreciated. | |||
INCOME TAXES | INCOME TAXES | ||
The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognizes income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. | |||
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 of a tax rate change on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records valuation allowance to reduce net deferred tax assets to the amount considered more likely than not to be realized. Changes in estimates of future taxable income can materially change the amount of such valuation allowances. | |||
The Company is required to recognize, measure, classify, and disclose in the financial statements uncertain tax positions taken or expected to be taken in the Company's tax returns. Management has determined that the Company does not have any uncertain tax positions and associated unrecognized benefits that materially impact the financial statements or related disclosures. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company's tax returns will not be challenged by the taxing authorities and that the Company will not be subject to additional tax penalties, and interest as a result of such challenge. The federal and state income tax returns of the Company for the years ended September 30, 2014, 2013 and 2012 are subject to examination by the IRS and state taxing authorities generally for three years after they were filed. There are no tax examinations currently in process. | |||
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION | ||
Effective January 1, 2006, the Company adopted the fair value recognition provisions of Accounting Standards Codification 718-10 “Compensation” (ASC 718-10) using the modified retrospective transition method. ASC 718-10 (formerly SFAS 123R) requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service periods. The Company has estimated the fair value of each award as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of the Company's stock price. In March 2005, the SEC issued SAB No. 107, Share-Based Payment ("SAB 107"), which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10. | |||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“FASB ASC Section 505-50-30”). Pursuant to FASB ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. | |||
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS | ||
The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification and paragraph 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Statement of Operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date | |||
and then that fair value is reclassified to equity. | |||
In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | |||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. As of September 30, 2014 and 2013 there were no derivative liabilities. | |||
ADVERTISING COSTS | ADVERTISING COSTS | ||
Advertising costs are expensed as incurred. The Company had advertising costs of $2,121 during the year ended September 30, 2014 and $2,458 during the year ended September 30, 2013. |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
PROPERTY AND EQUIPMENT [Abstract] | |||||||||||||||
Schedule of Property and Equipment | The Company's property and equipment as of September 30, 2014 and 2013 consisted of the following: | ||||||||||||||
ESTIMATED | |||||||||||||||
USEFUL LIFE | |||||||||||||||
2014 | 2013 | (IN YEARS) | |||||||||||||
Software | $ | 47,823 | $ | 47,823 | 4 | ||||||||||
Network equipment | 32,653 | 32,653 | 4 | ||||||||||||
RoIP equipment and software | 3,873 | 3,873 | 5 | ||||||||||||
Office equipment and furniture | 30,226 | 30,226 | 5 | ||||||||||||
Testing and R & D equipment | 21,550 | 21,550 | 5 | ||||||||||||
136,125 | 136,125 | ||||||||||||||
Less accumulated depreciation | (136,125 | ) | (136,125 | ) | |||||||||||
Net property and equipment | $ | 0 | $ | 0 |
DEFERRED_INCOME_TAXES_Tables
DEFERRED INCOME TAXES (Tables) | 12 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
DEFERRED INCOME TAXES [Abstract] | ||||||||||||
Schedule of Net Deferred Income Tax Assets (Liabilities) | Significant components of the Company's net deferred income tax assets (liabilities) are: | |||||||||||
Reconciliation of Federal and State Income Tax Rate | A reconciliation of the Federal and respective State income tax rate as a percentage of income before taxes is as follows: | |||||||||||
2014 | 2013 | |||||||||||
Federal statutory income tax rate | 34.00% | 34.00% | ||||||||||
State taxes, net of federal benefit | 5.00% | 5.00% | ||||||||||
Effective rate for deferred tax asset | 39.00% | 39.00% | ||||||||||
Less: Valuation allowance | -39.00% | -39.00% | ||||||||||
Effective income tax rate | 0.00% | 0.00% | ||||||||||
EQUITY_TRANSACTIONS_Tables
EQUITY TRANSACTIONS (Tables) | 12 Months Ended | |||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||
EQUITY TRANSACTIONS [Abstract] | ||||||||||||||||||||||
Schedule of Stock Option Activity | The following table summarizes information about stock options outstanding at September 30, 2014: | |||||||||||||||||||||
Stock Options | ||||||||||||||||||||||
Options | Wtd. Avg. Exercise Price | |||||||||||||||||||||
Outstanding at September 30, 2012 | 2,183 | $ | 189 | |||||||||||||||||||
Granted/Issued | -- | -- | ||||||||||||||||||||
Exercised | -- | -- | ||||||||||||||||||||
Expired/Canceled | (399 | ) | $ | 135 | ||||||||||||||||||
Outstanding at September 30, 2013 | 1,784 | $ | 196 | |||||||||||||||||||
Granted/Issued | -- | -- | ||||||||||||||||||||
Exercised | -- | -- | ||||||||||||||||||||
Expired/Canceled | -1,617 | $ | 196 | |||||||||||||||||||
Outstanding at September 30, 2014 | 167 | $ | 90 | |||||||||||||||||||
Summary of Outstanding Options by Price Range | The following table summarizes the number of outstanding options with their corresponding contractual life, as well as the exercisable weighted average (WA) outstanding exercise price, and number of vested options with the corresponding exercise price by price range. | |||||||||||||||||||||
Outstanding | Exercisable | |||||||||||||||||||||
Range | Outstanding Options | WA | WA | Vested Options | WA Vested Exercise Price | |||||||||||||||||
Remaining Contractual Life | Outstanding Exercise Price | |||||||||||||||||||||
$0.00 to $0.030 | 167 | 1.25 yrs | $ | 90 | 167 | $ | 90 | |||||||||||||||
Schedule of Warrant Activity | The following is a summary of the Company's warrant activity: | |||||||||||||||||||||
Weighted average exercise price | ||||||||||||||||||||||
Warrants | ||||||||||||||||||||||
Outstanding at September 30, 2012 | 10,075 | $ | 167.07 | |||||||||||||||||||
Granted | 0 | $ | 0 | |||||||||||||||||||
Expired/Cancelled | (5,496 | ) | $ | 195 | ||||||||||||||||||
Outstanding at September 30, 2013 | 4,579 | $ | 167.07 | |||||||||||||||||||
Granted | 0 | $ | 0 | |||||||||||||||||||
Expired/Cancelled | (4,579 | ) | $ | 167.07 | ||||||||||||||||||
Outstanding at September 30, 2014 | 0 | |||||||||||||||||||||
Warrants exercisable at September 30, 2014 | 0 | |||||||||||||||||||||
Warrants outstanding at September 30, 2014 | 0 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
Schedule Of Future Minimum Payments Under Operating Leases | Future lease commitments are as follows for the years ended September 30: | ||||
2015 | $ | 40,640 | |||
2016 | 41,260 | ||||
2017 | 41,880 | ||||
2018 | 43,560 | ||||
Total | $ | 166,340 |
ORGANIZATION_AND_SUMMARY_OF_SI2
ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 30, 2014 | Sep. 13, 2012 | Jun. 30, 2010 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Discount to receivable face value, lower range | 2.25% | |||||
Discount to receivable face value, higher range | 6.25% | |||||
Accounts receivable, allowance for doubtful accounts | $0 | $3,200 | ||||
Cash balance insured by FDIC per financial institution | 250,000 | |||||
Research and development | 6,650 | 8,300 | ||||
Provision for excess and obsolete inventory | 0 | 5,000 | ||||
Period for which federal and state income tax returns are subject to examination by the IRS and state taxing authorities | 3 years | |||||
Advertising | $2,121 | $2,458 | ||||
Common Stock, par value per share | $0.00 | $0.00 | ||||
Preferred Stock, par value per share | $0.00 | $0.00 | ||||
Number common stock issued for convertible preferred stock | 11,853,275 | 12,609,535 | ||||
Reverse stock split | 3000 to 1 | |||||
Licensing Agreement with Collabria LLC of Tampa, Florida [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Initial term of agreement | 5 years | |||||
Warrants and Options [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Warrants and options excluded for purposes of dilutive earnings per share | 167 | 6,363 | ||||
Series A Preferred Stock [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Preferred Stock, par value per share | $0.00 | $0.00 | $0.00 | $0.00 | ||
Preferred Stock, shares outstanding | 474,000 | 574,000 | ||||
Series C Preferred Stock [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Preferred Stock, par value per share | $0.00 | $0.00 | $0.00 | |||
Preferred Stock, shares outstanding | 2,370,655 | 2,521,907 | ||||
Common Stock [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Common Stock, par value per share | $0.00 |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
GOING CONCERN [Abstract] | |||
Net loss | $299,899 | $2,864,429 | |
Working capital deficit | 869,000 | ||
Accumulated deficit | 12,101,150 | 11,801,251 | |
Stockholders' equity (deficit) | $871,558 | $940,659 | $1,364,174 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, cost | $136,125 | $136,125 |
Less accumulated depreciation | -136,125 | -136,125 |
Net property and equipment | ||
Depreciation | 2,342 | |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, cost | 47,823 | 47,823 |
Property and equipment, useful life | 4 years | 4 years |
Network equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, cost | 32,653 | 32,653 |
Property and equipment, useful life | 4 years | 4 years |
RoIP equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, cost | 3,873 | 3,873 |
Property and equipment, useful life | 5 years | 5 years |
Office equipment and furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, cost | 30,226 | 30,226 |
Property and equipment, useful life | 5 years | 5 years |
Testing and R & D equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, cost | $21,550 | $21,550 |
Property and equipment, useful life | 5 years | 5 years |
DEFERRED_INCOME_TAXES_Narrativ
DEFERRED INCOME TAXES (Narrative) (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
DEFERRED INCOME TAXES [Abstract] | ||
Consolidated net operating loss carry forwards | $11,584,000 | $11,284,000 |
DEFERRED_INCOME_TAXES_Schedule
DEFERRED INCOME TAXES (Schedule of Net Deferred Income Tax Assets and Liabilities) (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
DEFERRED INCOME TAXES [Abstract] | ||
Consolidated NOL carryover | $11,584,000 | $11,284,000 |
Deferred tax asset from NOL carryover arising from current net effective tax rate | 4,520,000 | 4,400,000 |
Net deferred income tax asset | 4,520,000 | 4,400,000 |
Less: valuation allowance | -4,520,000 | -4,400,000 |
Total deferred income tax assets | $0 | $0 |
DEFERRED_INCOME_TAXES_Reconcil
DEFERRED INCOME TAXES (Reconciliation of Federal and State Income Tax Rate) (Details) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
DEFERRED INCOME TAXES [Abstract] | ||
Federal statutory income tax rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 5.00% | 5.00% |
Effective rate for deferred tax asset | 39.00% | 39.00% |
Less: Valuation allowance | -39.00% | -39.00% |
Effective income tax rate | 0.00% | 0.00% |
NOTE_PAYABLE_STOCKHOLDERS_Deta
NOTE PAYABLE - STOCKHOLDERS (Details) (USD $) | 2 Months Ended | 12 Months Ended | 1 Months Ended | |||
Nov. 30, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | 31-May-13 | Apr. 30, 2013 | Nov. 30, 2013 | |
Debt Instrument [Line Items] | ||||||
Debt conversion, amount | $7,700 | |||||
Shares issued for debt conversion | 27,500 | |||||
Notes payable repaid | 150,000 | 20,000 | ||||
Interest expense | 75,014 | 149,500 | ||||
Note Payable [Member] | Stockholders' [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | 27,891 | 30,984 | ||||
Note Payable [Member] | Stockholders' [Member] | Series C Preferred Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion, amount | 132,000 | |||||
Shares issued for debt conversion | 57,481 | |||||
Three Notes Payable [Member] | Note Payable [Member] | Stockholders' [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 31-Dec-15 | |||||
Promissory Note [Member] | Note Payable [Member] | Stockholder [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face value | 14,325 | 10,000 | ||||
Interest rate | 10.00% | 10.00% | ||||
Maturity date | 31-Dec-15 | 31-Dec-15 | ||||
Note Payable to One Stockholder [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable repaid | 150,000 | |||||
Other Notes Payable to Stockholders [Member] | Note Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face value | 46,413 | |||||
Maturity date | 31-Dec-15 | |||||
Other Notes Payable to Stockholders [Member] | Minimum [Member] | Note Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 10.00% | |||||
Other Notes Payable to Stockholders [Member] | Maximum [Member] | Note Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 15.00% | |||||
Three Promissory Notes [Member] | Note Payable [Member] | Stockholders' [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face value | $110,000 | |||||
Interest rate | 10.00% |
CONVERTIBLE_PROMISSORY_NOTES_A
CONVERTIBLE PROMISSORY NOTES AND EMBEDDEDED DERIVATIVE LIABILITIES (Details) (USD $) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2013 | Nov. 30, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | |
Debt Instrument [Line Items] | ||||
Convertible promissory notes | $0 | |||
Derivative liabilities | 0 | |||
Debt conversion, amount | 7,700 | |||
Shares issued for debt conversion | 27,500 | |||
Gain (loss) on derivative financial instrument | 123,000 | 12,842 | 18,055 | |
Derivative liability fair value | 22,221 | |||
Amount reclassified from derivative liability to additional paid in capital | 65,000 | |||
Payment on outstanding principal, accrued interest and penalties | 125,000 | |||
Convertible Promissory Note, August 15, 2012 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face value | 60,000 | |||
Default fee, percentage of remaining principal | 150.00% | |||
Interest rate | 8.00% | |||
Maturity date | 15-Aug-12 | |||
Period after which debt is convertible | 180 days | |||
Convertible Promissory Note, October 23, 2012 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face value | 37,500 | |||
Default fee, percentage of remaining principal | 150.00% | |||
Interest rate | 8.00% | |||
Maturity date | 23-Oct-12 | |||
Period after which debt is convertible | 180 days | |||
Convertible Promissory Note, May 24, 2013[Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face value | $37,500 | |||
Default fee, percentage of remaining principal | 150.00% | |||
Interest rate | 8.00% | |||
Maturity date | 24-May-13 | |||
Period after which debt is convertible | 180 days |
EQUITY_TRANSACTIONS_Preferred_
EQUITY TRANSACTIONS (Preferred Stock) (Details) (USD $) | 2 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Nov. 30, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2010 | Oct. 31, 2012 | Jul. 31, 2013 | Mar. 31, 2013 | Sep. 13, 2012 | Aug. 31, 2012 | |
Class of Stock [Line Items] | |||||||||
Preferred Stock, par value per share | $0.00 | $0.00 | |||||||
Cash received for stock issuance | $359,000 | $35,000 | |||||||
Fair vaue of stock issued for services | 668,251 | ||||||||
Loss on share exchange | -1,273,732 | ||||||||
Fair value of preferred stock exchanged | 13,330 | ||||||||
Debt conversion, amount | 7,700 | ||||||||
Stock and Warrant Option Holders [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Loss on share exchange | -7,769 | ||||||||
Number of warrants cancelled | 5,162 | ||||||||
Number of options cancelled | 399 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, shares authorized | 1,250,000 | 1,250,000 | 200,000,000 | ||||||
Preferred Stock, par value per share | $0.00 | $0.00 | $0.00 | $0.00 | |||||
Preferred stock conversion price per share | $0.01 | ||||||||
Preference shares, cumulative dividend rate | 8.00% | ||||||||
Annual dividends accrue rate, per share | $1 | ||||||||
Dividends payable | 124,860 | 84,925 | |||||||
Series B Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, shares authorized | 10 | 10 | 10 | ||||||
Preferred Stock, par value per share | $0.00 | $0.00 | |||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued | |||||||||
Cash received for stock issuance | |||||||||
Fair value of preferred stock exchanged | |||||||||
Number of warrants cancelled | |||||||||
Series C Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Preferred Stock, par value per share | $0.00 | $0.00 | $0.00 | ||||||
Stock price per share | $2.50 | ||||||||
Series C Preferred Stock [Member] | Stockholders' [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued | 61,434 | ||||||||
Loss on share exchange | 1,266,000 | ||||||||
Number of preferred stock received in share exchange | $2,190,045 | ||||||||
Fair value of preferred stock exchanged | 1,287,000 | ||||||||
Series C Preferred Stock [Member] | Three Note Holders [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued | 57,481 | ||||||||
Debt conversion, amount | 143,703 | ||||||||
Gain (Loss) on conversion | 101,742 | ||||||||
Series C Preferred Stock [Member] | Two Consultants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued for services, shares | 24,000 | ||||||||
Fair vaue of stock issued for services | 17,520 | ||||||||
Series C Preferred Stock [Member] | Stock and Warrant Option Holders [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued | 32,595 | ||||||||
Series C Preferred Stock [Member] | Consulting firm [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued for services, shares | 35,000 | ||||||||
Fair vaue of stock issued for services | 10,000 | ||||||||
Series C Preferred Stock [Member] | Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued | 14,000 | 14,000 | |||||||
Cash received for stock issuance | 0.14 | 35,000 | |||||||
Shares issued for services, shares | 211,786 | ||||||||
Fair vaue of stock issued for services | 136,883 | ||||||||
Fair value of preferred stock exchanged | 0.33 | ||||||||
Debt conversion, amount | 623,215 | ||||||||
Gain (Loss) on conversion | 357,543 | ||||||||
Number of warrants cancelled | 2,190,045 | ||||||||
Series D Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Preferred Stock, par value per share | $0.00 | $0.00 | $0.00 | ||||||
Stock price per share | $5 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued for services, shares | 25,000 | 1,000,000 | 5,800,000 | ||||||
Debt conversion, amount | $7,700 |
EQUITY_TRANSACTIONS_Common_Sto
EQUITY TRANSACTIONS (Common Stock) (Details) (USD $) | 2 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||
Nov. 30, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 31, 2013 | Mar. 31, 2013 | Oct. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2014 | Apr. 30, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Feb. 28, 2013 | Jan. 31, 2013 | Feb. 28, 2014 | Sep. 13, 2012 | |
item | item | item | item | item | |||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common Stock, shares authorized | 5,000,000,000 | 5,000,000,000 | |||||||||||||
Common Stock, par value per share | $0.00 | $0.00 | |||||||||||||
Debt conversion, amount | $7,700 | ||||||||||||||
Shares issued for debt conversion | 27,500 | ||||||||||||||
Cash received | 359,000 | 35,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common Stock, shares authorized | 5,000,000,000 | ||||||||||||||
Common Stock, par value per share | $0.00 | ||||||||||||||
Shares issued for services, shares | 1,000,000 | 5,800,000 | 25,000 | ||||||||||||
Fair value of equity issued in exchange for products/services | 50,000 | 580,000 | 22,728 | ||||||||||||
Shares issued in lieu of cash dividends, shares | 7,117 | ||||||||||||||
Shares issued in lieu of cash dividends | 106,745 | ||||||||||||||
Debt conversion, amount | 7,700 | ||||||||||||||
Shares issued for debt conversion | 27,501 | ||||||||||||||
Common Stock [Member] | Stockholder [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of individuals who have converted preferred stock into common stock | 2 | 2 | 1 | 1 | |||||||||||
Stock issued upon conversion | 25,000,000 | ||||||||||||||
Shares issued | 900,000 | 5,000,000 | 10,000,000 | 40,000,000 | |||||||||||
Cash received | 9,000 | 50,000 | 100,000 | 200,000 | |||||||||||
Common Stock [Member] | Consultants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt conversion, amount | 93,750 | ||||||||||||||
Shares issued for debt conversion | 141,666 | ||||||||||||||
Gain (Loss) on conversion | ($35,037) | ||||||||||||||
Common Stock [Member] | Stockholders' [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock issued upon conversion | 25,000,000 | ||||||||||||||
Common Stock [Member] | Restricted Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued for services, shares | 909,000 | ||||||||||||||
Stock issued upon conversion | 2,000,000,000 | ||||||||||||||
Series A Preferred Stock [Member] | Stockholder [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of individuals who have converted preferred stock into common stock | 1 | ||||||||||||||
Stock issued upon conversion | 10,000,000 | ||||||||||||||
Number of shares converted | 250,000 | 100,000 | |||||||||||||
Series A Preferred Stock [Member] | Stockholders' [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares converted | 250,000 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stated conversion rate in shares | 250,000 | ||||||||||||||
Number of shares converted | 8,000 | ||||||||||||||
Series C Preferred Stock [Member] | Stockholder [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of individuals who have converted preferred stock into common stock | 3 | ||||||||||||||
Stock issued upon conversion | 376,790 | ||||||||||||||
Number of shares converted | 75,358 | ||||||||||||||
Series C Preferred Stock [Member] | Stockholders' [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of individuals who have converted preferred stock into common stock | 3 | ||||||||||||||
Stock issued upon conversion | 554,470 | ||||||||||||||
Number of shares converted | 110,894 | ||||||||||||||
Shares issued | 61,434 |
EQUITY_TRANSACTIONS_Consultant
EQUITY TRANSACTIONS (Consultant Stock Plans) (Details) | 12 Months Ended | 1 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Apr. 30, 2011 | Sep. 30, 2012 | Sep. 30, 2005 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted | |||||
Options expired during period | 1,617 | 399 | |||
Options outstanding | 167 | 1,784 | 2,183 | ||
Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 583 | ||||
Consultant Stock Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares registered for issuance | 6,666 | ||||
Incentive Equity Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized under the plan | 1,666 |
EQUITY_TRANSACTIONS_Schedule_o
EQUITY TRANSACTIONS (Schedule of Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Options | ||
Outstanding | 1,784 | 2,183 |
Granted/Issued | ||
Exercised | ||
Expired/Canceled | -1,617 | -399 |
Outstanding | 167 | 1,784 |
Wtd. Avg. Exercise Price | ||
Outstanding | $196 | $189 |
Granted/Issued | ||
Exercised | ||
Expired/Canceled | $196 | $135 |
Outstanding | $90 | $196 |
EQUITY_TRANSACTIONS_Summary_of
EQUITY TRANSACTIONS (Summary of Outstanding Options by Price Range) (Details) ($0.00 to $0.030 [Member], USD $) | 12 Months Ended |
Sep. 30, 2013 | |
$0.00 to $0.030 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range, lower limit | $0 |
Range, upper limit | $0.03 |
Outstanding | |
Outstanding Options | 167 |
WA Remaining Contractual Life, in Years | 1 year 3 months |
WA Outstanding Exercise Price | $90 |
Exercisable | |
Vested Options | 167 |
WA Vested Exercise Price | $90 |
EQUITY_TRANSACTIONS_Warrants_D
EQUITY TRANSACTIONS (Warrants) (Details) (Warrant [Member]) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted during the period | ||
Shares expired during period | 5,496 | 4,579 |
EQUITY_TRANSACTIONS_Schedule_o1
EQUITY TRANSACTIONS (Schedule of Warrant Activity) (Details) (Warrant [Member], USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Warrant [Member] | ||
Warrants | ||
Outstanding | 4,579 | 10,075 |
Granted | ||
Expired/Cancelled | -4,579 | -5,496 |
Outstanding | 4,579 | |
Warrants exercisable at end of period | 4,579 | |
Weighted average exercise price | ||
Outstanding | $167.07 | $167.07 |
Granted | ||
Expired/Cancelled | $167.07 | $195 |
Outstanding | $167.07 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Obligations Under Operarting Leases) (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
sqft | ||
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
Area of leased facility | 1,700 | |
Monthly rental cost | $3,200 | |
Annual percentage increase to base rent | 4.00% | |
Amount rent was reduced | 30,000 | 26,000 |
2015 | 40,640 | |
2016 | 41,260 | |
2017 | 41,880 | |
2018 | 43,560 | |
Future lease commitments | 166,340 | |
Rent expense | $51,549 | $56,212 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Major Customer, Major Supplier and Sole Manufacturing Source) (Details) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Concentration Risk [Line Items] | ||
Number of manufacturing facilites under contract | 1 | |
Revenue [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 44.00% | 36.00% |
Number of customers | 3 | 3 |
Total Cost of Revenue [Member] | Supplier Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17.00% | |
Number of major vendors | 1 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | Jan. 31, 2013 | Jun. 30, 2014 | Apr. 30, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Dec. 31, 2014 | Nov. 30, 2014 | Oct. 31, 2014 | |
Subsequent Event [Line Items] | ||||||||||||
Cash received | $359,000 | $35,000 | ||||||||||
Series A Preferred Stock [Member] | Shareholder [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares converted | 100,000 | 250,000 | ||||||||||
Stock issued upon conversion | 10,000,000 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares converted | 8,000 | |||||||||||
Series C Preferred Stock [Member] | Shareholder [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares converted | 75,358 | |||||||||||
Stock issued upon conversion | 376,790 | |||||||||||
Common Stock [Member] | Shareholder [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued upon conversion | 25,000,000 | |||||||||||
Shares issued | 900,000 | 5,000,000 | 10,000,000 | 40,000,000 | ||||||||
Cash received | 9,000 | 50,000 | 100,000 | 200,000 | ||||||||
Subsequent Event [Member] | Convertible promissory note, maturing on September 3, 2015 [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Interest rate | 8.00% | |||||||||||
Notes issued | 38,000 | |||||||||||
Maturity date | 3-Sep-15 | |||||||||||
Percentage multiplied by the market price to calculate variable conversion price | 58.00% | |||||||||||
Number of closing prices averaged in variable conversion rate | 3 | |||||||||||
Number of prior trading days' closing prices considered in the variable conversion rate | 10 | |||||||||||
Number of days prior written notice required for prepayment | 3 days | |||||||||||
Subsequent Event [Member] | Convertible promissory note, maturing on September 3, 2015 [Member] | Event of default before the maturity dates [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Prepayment amount as percentage of outstanding unpaid principal and interest | 22.00% | |||||||||||
Subsequent Event [Member] | Convertible promissory note, maturing on September 3, 2015 [Member] | During the first 30 days [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Prepayment amount as percentage of outstanding unpaid principal and interest | 115.00% | |||||||||||
Subsequent Event [Member] | Convertible promissory note, maturing on September 3, 2015 [Member] | From days 31 until 60 days [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Prepayment amount as percentage of outstanding unpaid principal and interest | 120.00% | |||||||||||
Subsequent Event [Member] | Convertible promissory note, maturing on September 3, 2015 [Member] | From days 61 until 90 days [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Prepayment amount as percentage of outstanding unpaid principal and interest | 125.00% | |||||||||||
Subsequent Event [Member] | Convertible promissory note, maturing on September 3, 2015 [Member] | From days 91 until 120 days [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Prepayment amount as percentage of outstanding unpaid principal and interest | 130.00% | |||||||||||
Subsequent Event [Member] | Convertible promissory note, maturing on September 3, 2015 [Member] | From days 121 until 150 days [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Prepayment amount as percentage of outstanding unpaid principal and interest | 135.00% | |||||||||||
Subsequent Event [Member] | Convertible promissory note, maturing on September 3, 2015 [Member] | From days 151 until 180 days [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Prepayment amount as percentage of outstanding unpaid principal and interest | 140.00% | |||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Shareholder [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares converted | 12,500 | 10,000 | 20,000 | |||||||||
Stock issued upon conversion | 1,250,000 | 1,000,000 | 2,000,000 | |||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | Shareholder [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares converted | 20,000 | |||||||||||
Stock issued upon conversion | 100,000 | |||||||||||
Subsequent Event [Member] | Common Stock [Member] | Shareholder [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Shares issued | 2,500,000 | |||||||||||
Cash received | 25,000 |