Document_and_Entity_Informatio
Document and Entity Information (USD $) | 11 Months Ended | ||
Dec. 31, 2013 | Mar. 18, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Thinspace Technology, Inc. | ' | ' |
Entity Central Index Key | '0001393935 | ' | ' |
Trading Symbol | 'thns | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 91,621,564 | ' |
Entity Public Float | ' | ' | $888,666 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Jan. 31, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $341,031 | $7,599 |
Receivable from sale of preferred stock | 472,000 | ' |
Accounts receivable | 387,279 | 146,845 |
Inventory | 4,634 | ' |
Prepaid expenses and other current assets | 36,263 | 1,440 |
Total current assets | 1,241,207 | 155,884 |
Fixed assets, net | 31,325 | 7,653 |
Intangible assets, net | 194,743 | 249,691 |
Other assets | 3,049 | 1,620 |
Total assets | 1,470,324 | 414,848 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 1,610,753 | 281,947 |
Deferred revenue | 1,482,504 | 511,061 |
Loans payable, current portion | 74,800 | 13,856 |
Loans payable - related parties | 117,348 | ' |
Derivative liabilities | 11,268,087 | ' |
Total current liabilities | 14,553,492 | 806,864 |
Deferred revenue, long term | 73,897 | 25,740 |
Convertible notes payable, net of discount of $311,806 | 862,019 | ' |
Loans payable | 25,266 | 37,620 |
Total liabilities | 15,514,674 | 870,224 |
Stockholders' deficit | ' | ' |
Common stock authorized 500,000,000 shares, $0.001 par value, 82,819,694 and 80,200,000 shares issued and outstanding, respectively | 82,820 | 80,200 |
Additional paid in capital | ' | -79,566 |
Accumulated deficit | -14,093,652 | -454,968 |
Accumulated other comprehensive income (loss) | -34,265 | -1,042 |
Total stockholders' deficit | -14,044,350 | -455,376 |
Total liabilities and stockholders' deficit | 1,470,324 | 414,848 |
Preferred Stock, Undesignated | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock value | ' | ' |
Preferred Stock, Series B | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock value | 75 | ' |
Preferred Stock,Series C | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock value | $672 | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Jan. 31, 2013 |
Discount on convertible notes payable (in dollars) | $311,806 | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 82,819,694 | 80,200,000 |
Common stock, shares outstanding | 82,819,694 | 80,200,000 |
Preferred stock, par value (in dollars per share) | $0.00 | ' |
Preferred stock, shares authorized | 50,000,000 | ' |
Preferred Stock, Undesignated | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 49,253,000 | 49,253,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Preferred Stock, Series B | ' | ' |
Preferred stock, par value (in dollars per share) | $1 | $0.00 |
Preferred stock, shares authorized | 75,000 | 75,000 |
Preferred stock, shares issued | 75,000 | ' |
Preferred stock, shares outstanding | 75,000 | ' |
Series C Preferred Stock [Member] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 672,000 | 672,000 |
Preferred stock, shares issued | 672,000 | ' |
Preferred stock, shares outstanding | 672,000 | ' |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jan. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
Revenues | $1,509,286 | $1,069,612 |
Cost of goods sold | 647,839 | 462,609 |
Gross profit | 861,447 | 607,003 |
Operating expense: | ' | ' |
Selling, general and administrative | 1,979,139 | 696,569 |
Depreciation and amortization | 75,066 | 67,222 |
Total operating expense | 2,054,205 | 763,791 |
Loss from operations | -1,192,758 | -156,788 |
Interest expense | -306,340 | -1,605 |
Loss before provision for income taxes | -1,499,098 | -158,393 |
Provision for income taxes | ' | ' |
Net loss | -1,499,098 | -158,393 |
Preferred dividend | -2,363,797 | ' |
Net loss attributable to common shareholders | -3,862,895 | -158,393 |
Basic and diluted loss per share | ($0.05) | $0 |
Weighted average shares outstanding, Basic and diluted | 80,207,843 | 80,200,000 |
Comprehensive loss: | ' | ' |
Net loss | -1,499,098 | -158,393 |
Foreign currency translation adjustments | -33,223 | 548 |
Comprehensive loss | ($1,532,321) | ($157,845) |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (Deficiency) (USD $) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at Jan. 31, 2012 | ($297,531) | ' | $80,200 | ($79,570) | ($1,590) | ($296,571) |
Balance (in shares) at Jan. 31, 2012 | ' | ' | 80,200,000 | ' | ' | ' |
Foreign currency translation adjustments | 548 | ' | ' | 4 | 548 | -4 |
Net loss | -158,393 | ' | ' | ' | ' | -158,393 |
Balance at Jan. 31, 2013 | -455,376 | ' | 80,200 | -79,566 | -1,042 | -454,968 |
Balance (in shares) at Jan. 31, 2013 | ' | ' | 80,200,000 | ' | ' | ' |
Foreign currency translation adjustments | -33,223 | ' | ' | ' | -33,223 | ' |
Shares retained by Vanity shareholders and effect of recapitalization | -10,461,894 | 75 | 2,620 | ' | ' | -10,464,589 |
Shares retained by Vanity shareholders and effect of recapitalization (in shares) | ' | 75,000 | 2,619,694 | ' | ' | ' |
Sale of preferred stock | 672,000 | 672 | ' | 671,328 | ' | ' |
Sale of preferred stock (in shares) | ' | 672,000 | ' | ' | ' | ' |
Contribution of inventory by related party | 97,038 | ' | ' | 97,038 | ' | ' |
Deemed dividend - value of preferred derivative | -2,363,797 | ' | ' | -688,800 | ' | -1,674,997 |
Net loss | -1,499,098 | ' | ' | ' | ' | -1,499,098 |
Balance at Dec. 31, 2013 | ($14,044,350) | $747 | $82,820 | ' | ($34,265) | ($14,093,652) |
Balance (in shares) at Dec. 31, 2013 | ' | 747,000 | 82,819,694 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jan. 31, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($1,499,098) | ($158,393) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 75,066 | 67,222 |
Amortization of debt discount | 299,964 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -232,642 | 61,151 |
Inventory | 92,404 | ' |
Prepaid expenses and other current assets | -32,916 | 263 |
Other assets | -16 | 7,149 |
Accounts payable and accrued expenses | 275,922 | 12,378 |
Deferred revenue | 991,802 | -22,660 |
Net cash used in operating activities | -29,514 | -32,890 |
Cash flows from investing activities: | ' | ' |
Cash paid for fixed assets | -36,540 | -4,528 |
Net cash used in investing activities | -36,540 | -4,528 |
Cash flows from financing activities: | ' | ' |
Proceeds from sale of preferred stock | 200,000 | ' |
Proceeds from notes payable | 100,000 | ' |
Cash acquired in recapitalization | 9,848 | ' |
Repayment of loan | -12,748 | -13,431 |
Advances from related parties | 121,058 | ' |
Repayments to related parties | -9,367 | ' |
Net cash provided by financing activities | 408,791 | -13,431 |
Effect of exchange rate changes on cash | -9,305 | -1,926 |
Net increase (decrease) in cash | 333,432 | -52,775 |
Cash, beginning of period | 7,599 | 60,374 |
Cash, end of period | 341,031 | 7,599 |
Supplemental Schedule of Cash Flow Information: | ' | ' |
Cash paid for interest | 1,111 | 1,605 |
Non-cash investing and financing activities: | ' | ' |
Contribution of inventory | 97,038 | ' |
Derivative liability of conversion feature of debt | 399,964 | ' |
Derivative liability of conversion feature of preferred stock | $2,363,797 | ' |
Organization_and_Line_of_Busin
Organization and Line of Business | 11 Months Ended | ||||
Dec. 31, 2013 | |||||
Organization and Line of Business [Abstract] | ' | ||||
ORGANIZATION AND LINE OF BUSINESS | ' | ||||
NOTE 1 - ORGANIZATION AND LINE OF BUSINESS | |||||
COMPANY OVERVIEW | |||||
Nature of Operations | |||||
THINSPACE TECHNOLOGY, INC. (formerly Vanity Events Holding, Inc. (the “Company” or “Thinspace” or “we” or “our”), was organized as a Delaware Corporation on August 25, 2004, and is a holding company. We are a cloud computing company that develops software productivity solutions that allow our customers secure access to centrally managed desktops or software applications and to work and collaborate from anywhere, accessing enterprise apps and data on any of the latest devices, as easily as they would in their own office- simply and securely. | |||||
The Company’s principal activity is the development and sale of network software. The company has 5 key products: | |||||
• | Propalms TSE - a simple management solution for Microsoft remote desktop users. | ||||
• | Propalms VPN - allows secure remote access to applications and data from outside of the corporate network. | ||||
• | |||||
Propalms VDI - allows customers to run virtual desktops on the internet. | |||||
• | Pano Logic G2 – The G2 is a Zero Client that replaces traditional desktops, allows secure fast access to hosted virtual desktops | ||||
• | Thin Space – A branded hardware Zero Client solution aimed for the enterprise and corporate market. | ||||
We sell directly to independent software vendors and Application Service Providers (ASPs) and sell to end users through a chain of distributors and resellers. The larger customers are predominantly large businesses based around the world, with a concentration in North America, the Far East and India. | |||||
Our operating subsidiaries are Thinspace Technology Ltd (“Thinspace UK”), organized and operating in the United Kingdom, and Thinspace Technology Ltd. (“Thinspace USA”), a Nevada corporation formed on August 24, 2010 and operating in the states of California, Colorado and Florida. | |||||
Pursuant to an Agreement of Merger and Reorganization dated December 31, 2013 (the “Agreement”) between Vanity Events Holding, Inc., VAEV Merger Sub, Inc., and Thinspace UK, VAEV Merger Sub merged with Thinspace UK and all of the issued and outstanding shares of Thinspace UK were exchanged for 80,200,000 common shares of Vanity Events Holding, Inc. The transaction has been accounted for as a reverse acquisition of Vanity by Thinspace UK but in substance as a capital transaction, rather than a business combination since Vanity had minimal operations and assets as of the closing of the transaction. The stockholders of Thinspace UK own a majority of the Company’s voting power immediately following the transaction and Thinspace UK’s management has assumed operational, management and governance control. The transaction is deemed as reverse recapitalization and the accounting is similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets should be recorded. Thinspace UK is treated as the surviving and continuing entity. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of Thinspace UK and its subsidiary, Thinspace USA. | |||||
Vanity assets and liabilities retained subsequent to the transaction are as follows: | |||||
Cash | $ | 9,848 | |||
Other assets | 1,349 | ||||
Accounts payable and accrued expenses | (1,032,603 | ) | |||
Notes payable | (922,019 | ) | |||
Derivative liabilities | (8,504,326 | ) | |||
Net liabilities retained | $ | (10,447,751 | ) | ||
We have changed the fiscal year end of Thinspace UK and Thinspace USA to December 31 to match that of Vanity Events year end prior to merger. Therefore, our statements of operations, cash flows and changes in stockholders’ equity for the periods ended December 31, 2013 cover an eleven month period. | |||||
BASIS OF PRESENTATION AND GOING CONCERN | |||||
Basis of Presentation | |||||
We have incurred a net loss of $1,499,098 for the eleven months ended December 31, 2013. As of December 31, 2013 we have negative working capital of $13,312,285 and a stockholders’ deficit of $14,044,350. As a result, there is substantial doubt about the Company’s ability to continue as a going concern at December 31, 2013. | |||||
Management has implemented its business plan to add new products, increase marketing activities and, as a result, increase revenue. Our ability to implement our current business plan and continue as a going concern ultimately is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and to achieve profitable operations. | |||||
There can be no assurances that funds will be available to the Company when needed or, if available, that such funds would be available under favorable terms. In the event that the Company is unable to generate adequate revenues to cover expenses and cannot obtain additional funds in the near future, the Company may seek protection under bankruptcy laws. To date, management has not considered this alternative, nor does management view it as a likely occurrence, since the Company is progressing with various potential sources of new capital and we anticipate a successful outcome from these activities. However, capital markets remain difficult and there can be no certainty of a successful outcome from these activities. | |||||
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 11 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
PRINCIPLES OF CONSOLIDATION | |||||||||||||||||
The consolidated financial statements include the accounts of Thinspace Technology, Inc. and its wholly-owned subsidiaries, Thinspace UK and Thinspace USA. All material inter-company accounts and transactions have been eliminated. | |||||||||||||||||
USE OF ESTIMATES | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||||
For the purpose of the statements of cash flows, we consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. | |||||||||||||||||
ACCOUNTS RECEIVABLE | |||||||||||||||||
Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The Company evaluates receivables on a regular basis for potential reserve. The accounts receivable balances of $387,279 and $146,845 as of December 31, 2013 and January 31, 2013, respectively, do not included an allowance for doubtful accounts as the Company anticipates payment on all accounts within the next fiscal year. The Company routinely evaluates accounts receivable for uncollectible amounts. | |||||||||||||||||
REVENUE RECOGNITION | |||||||||||||||||
Certain volume licensing arrangements include a perpetual license for current products combined with rights to receive unspecified future versions of software products, which the Company has determined are additional software products and are therefore accounted for as subscriptions, with billings recorded as unearned revenue and recognized as revenue ratably over the coverage period. Arrangements that include term based licenses for current products with the right to use unspecified future versions of the software during the coverage period are also accounted for as subscriptions, with revenue recognized ratably over the coverage period. | |||||||||||||||||
Revenue from cloud-based services arrangements that allow for the use of a hosted software product or service over a contractually determined period of time without taking possession of software are accounted for as subscriptions with billings recorded as unearned revenue and recognized as revenue ratably over the coverage period beginning on the date the service is made available to customers. | |||||||||||||||||
Some volume licensing arrangements include time-based subscriptions for cloud-based services and software offerings that are accounted for as subscriptions. These arrangements are considered multiple element arrangements. However, because all elements are accounted for as subscriptions and have the same coverage period and delivery pattern, they have the same revenue recognition timing. | |||||||||||||||||
DEFERRED REVENUE | |||||||||||||||||
Deferred revenue related to support and maintenance is recorded in a manner consistent with the Company’s revenue recognition policy. The Company typically enters into one-year upgrade and maintenance contracts with its customers. The upgrade and maintenance contracts are generally paid in advance but can be billed monthly or quarterly. The Company defers such payment and recognizes revenue ratably over the contract period. | |||||||||||||||||
LONG-LIVED ASSETS | |||||||||||||||||
We assess the carrying value of long-lived assets in accordance with ASC 360, "Property, Plant and Equipment". We assess the impairment of identifiable intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important that could trigger an impairment review include, but are not limited to, the following: a significant underperformance to expected historical or projected future operating results, a significant change in the manner of the use of the acquired asset or the strategy for the overall business, or a significant negative industry or economic trend. | |||||||||||||||||
PROPERTY AND EQUIPMENT | |||||||||||||||||
Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to operations. | |||||||||||||||||
The Company depreciates its property and equipment on a straight-line basis with estimated useful lives of three to four years. | |||||||||||||||||
INTANGIBLE ASSETS | |||||||||||||||||
The intangible assets of the Company are subject to amortization and are amortized using the straight-line method over their estimated period of benefit of 10 years. The Company evaluates the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. | |||||||||||||||||
INVENTORY | |||||||||||||||||
The Company values its inventory at the lower of cost (first-in, first-out) or market. The Company uses estimates and judgments regarding the valuation of inventory to properly value inventory. Inventory adjustments are made for the difference between the cost of the inventory and the estimated realizable value and charged to cost of goods sold in the period in which the facts that give rise to the adjustments become known. | |||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||
Our short-term financial instruments, including cash, accounts receivable and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their terms. | |||||||||||||||||
Fair value measurements | |||||||||||||||||
ASC 820 “Fair Value Measurements and Disclosure” establishes a framework for measuring fair value and expands disclosure about fair value measurements. | |||||||||||||||||
ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., 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. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used: | |||||||||||||||||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||
In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2013: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities | |||||||||||||||||
Conversion and warrant derivative liabilities | - | - | 11,268,087 | 11,268,087 | |||||||||||||
Total Liabilities | $ | - | $ | - | $ | 11,268,087 | $ | 11,268,087 | |||||||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (conversion and warrant derivative liabilities) for the eleven month period ended December 31, 2013. | |||||||||||||||||
2013 | |||||||||||||||||
Balance at beginning of year | $ | - | |||||||||||||||
Additions to derivative instruments | 11,268,087 | ||||||||||||||||
Change in fair value of warrant liability | - | ||||||||||||||||
Balance at end of period | $ | 11,268,087 | |||||||||||||||
The following is a description of the valuation methodologies used for these items: | |||||||||||||||||
Conversion derivative liability — these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life. | |||||||||||||||||
CONCENTRATIONS OF CREDIT RISK | |||||||||||||||||
The Company performs ongoing credit evaluations of its customers. At December 31, 2013, two customers accounted for 27% or more of accounts receivable. At January 31, 2013, one customer accounted for 38% or more of accounts receivable. | |||||||||||||||||
The Company maintains cash and cash equivalents with major financial institutions. Cash held in US bank accounts is insured up to $250,000 at each institution. Cash held in UK bank accounts is insured up to £85,000 at December 31, 2013 (approximately $140,000 at December 31, 2013) at each institution for each entity. At times, cash balances may exceed the insured limits. The Company has not experienced any loss on these accounts. The balances are maintained in demand accounts to minimize risk. | |||||||||||||||||
RESEARCH AND DEVELOPMENT | |||||||||||||||||
Expenses related to present and future products are expensed as incurred. | |||||||||||||||||
FOREIGN CURRENCY TRANSLATION | |||||||||||||||||
The financial statements of the Company’s U.K. subsidiary, Thinspace UK, are measured using the British Pound as the functional currency. Assets, liabilities and equity accounts of the company are translated at exchange rates as of the balance sheet date or historical acquisition date, depending on the nature of the account. Revenues and expenses are translated at average rates of exchange in effect throughout the year. The resulting cumulative translation adjustments have been recorded as a separate component of stockholders' equity. The financial statements are presented in United States of America dollars. | |||||||||||||||||
LOSS PER SHARE | |||||||||||||||||
We use ASC 260, “Earnings Per Share” for calculating the basic and diluted income (loss) per share. We compute basic income (loss) per share by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding. | |||||||||||||||||
Dilutive common stock equivalents consist of shares issuable upon conversion of debt and preferred stock and the exercise of our stock warrants. There were 165,140,070 common share equivalents at December 31, 2013 and none at January 31, 2013, which have been excluded from the computation of the weighted average diluted shares. | |||||||||||||||||
INCOME TAXES | |||||||||||||||||
We utilize ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. | |||||||||||||||||
The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. | |||||||||||||||||
The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax provisions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |||||||||||||||||
The Company has made a comprehensive review of its portfolio of uncertain tax positions in accordance with recognition standards established by the guidance. As a result of this review, the Company concluded that at this time there are no uncertain tax positions that would result in tax liability to the Company. | |||||||||||||||||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |||||||||||||||||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” ("ASU No. 2013-02"). ASU No. 2013-02 provides updated guidance to improve the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement of income or in the notes, separately for each component of comprehensive income, the current period reclassifications out of accumulated other comprehensive income by the respective line items of net income affected by the reclassification. The updated guidance was effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted the updated guidance effective February 1, 2013, and such adoption did not have any effect on the Company's results of operations, financial position or liquidity. | |||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU No. 2013-11"). ASU No. 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with limited exceptions. ASU No. 2013-11 is effective for interim and annual periods beginning after December 15, 2013 and may be applied retrospectively. The adoption of the provisions of ASU No. 2013-11 is not expected to have a material impact on the company's financial position or results of operations. | |||||||||||||||||
In March 2013, the FASB issued Accounting Standards Update No. 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity" ("ASU No. 2013-05"). ASU No. 2013-05 requires an entity that ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. ASU No. 2013-05 is effective for interim and annual periods beginning after December 15, 2013, with early adoption permitted and is to be applied prospectively. The adoption of the provisions of ASU No. 2013-05 is not expected to have a material impact on the company's financial position or results of operations. | |||||||||||||||||
Other recent accounting pronouncements issued by the FASB and the SEC did not, or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Property_and_Equipment
Property and Equipment | 11 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
NOTE 3 – PROPERTY AND EQUIPMENT | |||||||||
Property and equipment consists of the following: | |||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Office equipment and furniture | $ | 91,637 | $ | 51,950 | |||||
Accumulated depreciation | (60,312 | ) | (44,297 | ) | |||||
Carrying value | $ | 31,325 | $ | 7,653 | |||||
Depreciation expense for the eleven months ended December 31, 2013 and the year ended January 31, 2013 was $13,602 and $4,672, respectively. |
Intangible_Assets
Intangible Assets | 11 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Intangible Assets [Abstract] | ' | ||||||||
INTANGIBLE ASSETS | ' | ||||||||
NOTE 4 – INTANGIBLE ASSETS | |||||||||
Intangible assets consisted of the following: | |||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Developed technology | $ | 649,159 | $ | 624,237 | |||||
Accumulated amortization | (454,416 | ) | (374,546 | ) | |||||
Carrying value | $ | 194,743 | $ | 249,691 | |||||
Technology-based intangible assets included software to be sold, leased, or otherwise marketed. | |||||||||
Amortization expense for the eleven months ended December 31, 2013 and the year ended January 31, 2013 was $61,464 and $62,550, respectively. The Company estimates they have no significant residual value related to the intangible assets. No material impairments of intangible assets were identified during any of the periods presented. |
Inventory
Inventory | 11 Months Ended |
Dec. 31, 2013 | |
Inventory [Abstract] | ' |
INVENTORY | ' |
NOTE 5 – INVENTORY | |
Inventory at December 31, 2013 consists of finish goods purchased hardware that is sold in connection with our software products. | |
During the eleven months ended December 31, 2013 we acquired inventory from a related party. We have valued this inventory at $97,038 and have recorded this amount as a contribution to capital. |
Derivative_Liabilities
Derivative Liabilities | 11 Months Ended |
Dec. 31, 2013 | |
Derivative Liabilities [Abstract] | ' |
DERIVATIVE LIABILITIES | ' |
NOTE 6 –DERIVATIVE LIABILITIES | |
The Company has identified certain embedded derivatives related to its convertible notes, convertible preferred stock, common stock purchase warrants and a debt purchase agreement. Since certain of the notes, the preferred stock and the debt settlement agreement are convertible into a variable number of shares, the conversion features of those debentures are recorded as derivative liabilities. Since the warrants have a price reset feature, they are recorded as derivative liabilities. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to adjust to fair value as of each subsequent balance sheet date. | |
Convertible Notes and Debt Settlement Agreement | |
At December 31, 2013, we recalculated the fair value of the embedded conversion feature of our notes and debt settlement agreement subject to derivative accounting and have determined that their fair value at December 31, 2013 was $7,719,873. The value of the conversion liabilities was determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.69%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 432% and (4) an expected life of 3 years. | |
Convertible Preferred Stock | |
At December 31, 2013, we recalculated the fair value of the embedded conversion feature of our preferred stock subject to derivative accounting and have determined that their fair value at December 31, 2013 was $2,663,687. The value of the conversion liabilities was determined using the Black-Scholes method based on the following weighted average assumptions: (1) risk free interest rate of 0.19%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 242% and (4) an expected life of 1.15 years. | |
Warrant Liabilities | |
At December 31, 2013, we recalculated the fair value of the warrants containing a price reset feature subject to derivative accounting and have determined that the fair value at December 31, 2013 was $884,527. The value of the warrant liabilities was determined using the Black-Scholes method based on the following weighted average assumptions: (1) risk free interest rate of 0.09%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 195% and (4) an expected life of 0.53 years. |
Convertible_Notes_Payable
Convertible Notes Payable | 11 Months Ended |
Dec. 31, 2013 | |
Convertible Notes Payable [Abstract] | ' |
CONVERTIBLE NOTES PAYABLE | ' |
NOTE 7 – CONVERTIBLE NOTES PAYABLE | |
We are a party to a total of eighteen convertible notes aggregating an outstanding principal balance of $1,173,825 at December 31, 2013, with related accrued and unpaid interest of $209,972. Of these notes, sixteen notes, aggregating $1,073,825 of principal, are convertible at discounts to the market price of our common stock of 75% - 90%. Two notes, aggregating $100,000 principal balance, are convertible at a fixed conversion rate of $0.001 per share. The convertible notes, as amended, bear interest at a weighted average rate of 9% per year and mature in December of 2016. Debt discount of $311,806 will be amortized over the remaining lives of the related notes. | |
IBC Funds LLC $100,000 Debenture | |
On December 31, 2013, the Company entered into a Securities Purchase Agreement with CP US Income Group, LLC (CP US), an accredited investor, providing for the sale by the Company to CP US of an 8% convertible debenture in the aggregate principal amount of $100,000 (such balance being included in the balance noted in the preceding paragraph). The CP US debenture matures on December 31, 2016 and bears interest a rate of 8% per annum, payable annually. The Investor may convert, at any time, the outstanding principal and accrued interest on the CP debenture into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at a conversion price that is seventy five percent (75%) discount of the low closing bid price of the Common Stock during the twenty (20) trading days immediately preceding the conversion date. The Conversion Price may be adjusted pursuant to the other terms of this Debenture. | |
The conversion feature of the CP US debenture contains a variable conversion rate. As a result, we have classified the conversion feature as a derivative liability in the financial statements. At issue, we have recorded a conversion feature liability of $399,964. The value of the conversion feature liability was determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.625%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 432%; and (4) an expected life of 3 years. The Company has allocated $100,000 to debt discount, to be amortized over the life of the debt, with the balance of $299,964 being charged to expense at issue. |
Loans_Payable
Loans Payable | 11 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Converteble Notes Payable, Loans Payable and Loans Payable - Related party [Abstract] | ' | ||||||||
LOANS PAYABLE | ' | ||||||||
NOTE 8 – LOANS PAYABLE | |||||||||
Loan payable consisted of the following: | |||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Bank loan payable | $ | 40,066 | $ | 51,476 | |||||
Demand loans payable | 60,000 | - | |||||||
100,066 | 51,476 | ||||||||
Current portion | (74,800 | ) | (13,856 | ) | |||||
Long term portion | $ | 25,266 | $ | 37,620 | |||||
The Company is obligated under a bank loan bearing interest at a rate of 2.2% over the bank’s base rate, maturing in 2016. | |||||||||
The Company is obligated under a note payable in the amount of $10,000. The note bears interest at 10% per year and matured on December 31, 2013. | |||||||||
The Company has received funds from an accredited investor, as a non-interest-bearing loan, without formal loan agreements and terms. The amounts received were $50,000, and were loaned as an accommodation to the Company. These advances remain outstanding at December 31, 2013. |
Loans_Payable_Related_Party
Loans Payable - Related Party | 11 Months Ended |
Dec. 31, 2013 | |
Converteble Notes Payable, Loans Payable and Loans Payable - Related party [Abstract] | ' |
LOANS PAYABLE - RELATED PARTY | ' |
NOTE 9 – LOANS PAYABLE – RELATED PARTY | |
Entities controlled by certain shareholders have provided short term working capital loans to the Company aggregating approximately $121,000 during the eleven months ended December 31, 2013. The loans bear a weighted average effective interest rate of 13.5%. The Company repaid approximately $9,000 in 2013. | |
Interest expense related to these loans of $5,264 has been recorded for the eleven months ended December 31, 2013 |
Deferred_Revenue
Deferred Revenue | 11 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Deferred Revenue [Abstract] | ' | ||||||||
DEFERRED REVENUE | ' | ||||||||
NOTE 10 – DEFERRED REVENUE | |||||||||
Deferred revenue consists of funds received in advance of services being performed. At December 31, 2013 and January 31, 2013, the deferred revenue balance consisted of the following: | |||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Deferred revenue due within one year | $ | 1,482,504 | $ | 511,061 | |||||
Deferred revenue due after one year | 73,897 | 25,740 | |||||||
Carrying value | $ | 1,556,401 | $ | 536,801 | |||||
Unearned revenue comprises mainly unearned revenue from sales and licensing of software programs, and payments for products and services for which the Company has been paid in advance and we earn the revenue as we provide the service or software or otherwise meet the revenue recognition criteria. | |||||||||
Unearned revenue from sales and licensing of software programs represents customer billings for multi-year licensing arrangements paid either at inception of the agreement or annually at the beginning of each coverage period and accounted for as subscriptions with revenue recognized ratably over the coverage period. |
Related_Party_Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 11– RELATED PARTY TRANSACTIONS | |
An entity owned by certain of our shareholders provided management services to the Company. Fees incurred for the eleven months ended December 31, 2013 and the year ended January 31, 2013 were $277,940 and $144,480, respectively. |
Stockholders_Equity
Stockholders' Equity | 11 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
NOTE 12 – STOCKHOLDERS’ EQUITY | |
Preferred Stock | |
The Company is authorized to issue 50,000,000 shares of preferred stock, with par value of $0.001 per share, of which 75,000 shares have been designated as Series B 10% Convertible preferred stock, with par value of $0.001 per share, and 672,000 shares have been designated as Series C Convertible preferred stock. There were 75,000 Series B shares and 672,000 Series C shares issued and outstanding as of December 31, 2013. | |
Each share of Series B Preferred Stock has a stated value equal to $1.00 per share and is initially convertible at any time into shares of the Company’s common stock at a conversion price equal to $0.60 per share or an aggregate of 125,000 shares of the Company’s common stock. The conversion price of the Series B Preferred Stock is subject to full ratchet and anti-dilution adjustment for subsequent lower price issuances by the Company, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like. | |
Each holder of Series C Preferred Stock shall have the right to convert all (but not part) of such holder’s shares of Series C Convertible Preferred Stock such that each share of Series C Convertible Preferred Stock shall convert into that number of fully paid and non-assessable shares of Common Stock equal to the of the number of preferred shares divided by the lowest closing bid price during the twenty trading days prior to the notice of conversion multiplied by .25 (one-fourth). | |
We sold 672,000 shares of Series C Preferred Stock on December 31, 2013 and received proceeds of $672,000 (of which $200,000 was received on December 31, 2013 and $472,000 was received in January 2014). Because the shares are convertible at a discount to market value of our common shares, we have recorded a derivative liability for the conversion feature in the amount of $2,363,797. This amount is reflected as a deemed dividend to the preferred shareholders. | |
Common Stock | |
The Company is authorized to issue 500,000,000 shares of common stock, with par value of $0.001 per share. As of December 31, 2013 and January 31, 2013, there were 82,819,694 and 80,200,000 shares of common stock issued and outstanding, respectively, after giving effect to the recapitalization. | |
Warrants Outstanding | |
At December 31, 2013 we have an aggregate of 4,306,932 common stock purchase warrants outstanding and exercisable. The warrants currently have an exercise price of $0.0625 per share. The warrants expire on various dates between April 5, 2014 and November 10, 2014 and have a weighted average remaining life of 0.53 years at December 31, 2013. The warrants contain a price reset feature and are accounted for as derivative liabilities. |
Provision_for_Income_Taxes
Provision for Income Taxes | 11 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Provision for Income Taxes [Abstract] | ' | ||||||||
PROVISION FOR INCOME TAXES | ' | ||||||||
NOTE 13 - PROVISION FOR INCOME TAXES | |||||||||
The Company utilizes ASC 740 “Income Taxes”, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | |||||||||
For the eleven months ended December 31, 2013 and the year ended January 31, 2013, the Company had available for U.S federal income tax purposes net operating loss carryovers of approximately $529,000 and $0, respectively, which expire beginning in 2033. The net operating loss carryovers may be subject to limitations under Internal Revenue Code due to significant changes in the Company’s ownership. The Company has provided a full valuation allowance against the full amount of the net operating loss benefit, since, in the opinion of management, based upon the earnings history of the Company it is more likely than not that the benefits will not be realized. | |||||||||
For the eleven months ended December 31, 2013 and the year ended January 31, 2013, the Company had available for UK income tax purposes net operating loss carryovers of approximately $651,000 and $455,000, respectively, which can be carried forward indefinitely. The Company has provided a full valuation allowance against the amount of UK unused net operating loss benefit, since management believes that, based upon the earnings history of the Company, it is more likely than not that the benefits will not be realized. | |||||||||
The income tax provision (benefit) consists of the following: | |||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Federal: | |||||||||
Current | $ | - | $ | - | |||||
Deferred | 368,000 | 44,000 | |||||||
368,000 | 44,000 | ||||||||
State and local: | |||||||||
Current | - | - | |||||||
Deferred | 21,000 | - | |||||||
21,000 | - | ||||||||
Change in valuation allowance | (389,000 | ) | (44,000 | ) | |||||
Income tax provision (benefit) | $ | - | $ | - | |||||
The provision for income taxes differ from the amount of income tax determined by applying the applicable U.S statutory rate to losses before income tax expense for the eleven months ended December 31, 2013 and the year ended January 31, 2013 as follows: | |||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Statutory federal income tax rate | (34.0 | %) | (34.0 | %) | |||||
Statutory state and local income tax rate (6%), net of federal benefit | (4.0 | %) | (4.0 | %) | |||||
Foreign tax rate differentials | 4.5 | % | 10 | % | |||||
Derivative liabilities adjustments | 7.6 | % | - | ||||||
Change in valuation allowance | 25.9 | % | 28 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following: | |||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forward | $ | 516,000 | $ | 127,000 | |||||
Less: valuation allowance | (516,000 | ) | (127,000 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
The Company has filed its tax returns for periods through January 31, 2013. | |||||||||
The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. | |||||||||
Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense. | |||||||||
All tax years for the Company remain subject to future examinations by the applicable taxing authorities. |
Commitments_and_Contingencies
Commitments and Contingencies | 11 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 14 - COMMITMENTS AND CONTINGENCIES | |
LEASE | |
We currently occupy office space pursuant to various short term leases expiring in 2014. | |
Rent expense for the eleven months ended December 31, 2013 and the year ended January 31, 2013 was $153,507 and $53,723, respectively. | |
LITIGATION | |
From time to time, The Company and its subsidiaries may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company and its subsidiaries are currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. |
Subsequent_Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 15 - SUBSEQUENT EVENTS | |
During January 2014 we paid $360,000 pursuant to a consulting agreement for strategic advisory services. We also issued 5,000,000 shares of common stock as additional compensation pursuant to the agreement. The term of the agreement covers the 2014 calendar year. | |
During January 2014 we cancelled 250,000 shares of common stock which had been issued by Vanity in July of 2012 as payment for consulting services, pursuant to an agreement with the consultant. | |
During February 2014 we issued an aggregate of 4,051,870 shares of common stock upon the conversion of $191,184 of notes and $11,409 of accrued interest. | |
IBC 150K Financing | |
On February 21, 2014, the Company entered into a Securities Purchase Agreement with IBC Funds, LLC (“IBC”) pursuant to which the Company sold to IBC an 8% convertible debenture in the principal amount of $150,000 (the “Debenture”). The Debenture matures on the third anniversary of the date of issuance (the “Maturity Date”) and bears interest at a rate of 8% per annum, payable semi-annually and on the Maturity Date. IBC may convert, at any time, the outstanding principal and accrued interest on the Debenture into shares of the Company’s common stock, at a conversion per share at 25% of the lowest closing bid price for the Company’s common stock during the previous 20 trading days. | |
With the exception of the shares that the Company is obligated to issue to previous investors, for as long as the Debenture is outstanding, the conversion price of the Debenture shall be subject to adjustment for issuances of common stock or securities convertible into common stock or exercisable for shares of common stock at a purchase price of less than the then-effective conversion price, on any unconverted amounts, such that the then applicable conversion price shall be adjusted using full-ratchet anti-dilution on such new issuances subject, to customary carve outs, including restricted shares granted to officers, and directors and consultants. | |
IBC 50K Financing | |
On March 21, 2014, the Company entered into a Securities Purchase Agreement with IBC Funds, LLC (“IBC”) pursuant to which the Company sold to IBC an 8% convertible debenture in the principal amount of $50,000 (the “Debenture”). The Debenture matures on the third anniversary of the date of issuance (the “Maturity Date”) and bears interest at a rate of 8% per annum, payable semi-annually and on the Maturity Date. IBC may convert, at any time, the outstanding principal and accrued interest on the Debenture into shares of the Company’s common stock, at a conversion per share at 25% of the lowest closing bid price for the Company’s common stock during the previous 20 trading days. | |
With the exception of the shares that the Company is obligated to issue to previous investors, for as long as the Debenture is outstanding, the conversion price of the Debenture shall be subject to adjustment for issuances of common stock or securities convertible into common stock or exercisable for shares of common stock at a purchase price of less than the then-effective conversion price, on any unconverted amounts, such that the then applicable conversion price shall be adjusted using full-ratchet anti-dilution on such new issuances subject, to customary carve outs, including restricted shares granted to officers, and directors and consultants. | |
Greystone 50K Financing | |
On March 21, 2014, the Company entered into a Securities Purchase Agreement with Greystone Capital Partners, Inc. (“Greystone”) pursuant to which the Company sold to Greystone at an 8% convertible debenture in the principal amount of up to $50,000 (the “Debenture”). The Debenture matures on the third anniversary of the date of issuance (the “Maturity Date”) and bears interest a rate of 8% per annum, payable semi-annually and on the Maturity Date. Greystone may convert, at any time, the outstanding principal and accrued interest on the Debenture into shares of the Company’s common stock, at a conversion the conversion price per share at 25% of the lowest closing bid price for the Company’s common stock during the previous 20 trading days (the “Conversion Price”). | |
With the exception of the shares that the Company is obligated to issue to previous investors, for as long as the Debenture is outstanding, the conversion price of the Debenture shall be subject to adjustment for issuances of common stock or securities convertible into common stock or exercisable for shares of common stock at a purchase price of less than the then-effective conversion price, on any unconverted amounts, such that the then applicable conversion price shall be adjusted using full-ratchet anti-dilution on such new issuances subject, to customary carve outs, including restricted shares granted to officers, and directors and consultants. | |
Greystone 50K Financing | |
On March 26, 2014, the Company entered into a Securities Purchase Agreement with Greystone Capital Partners, Inc. (“Greystone”) pursuant to which the Company sold to Greystone at an 8% convertible debenture in the principal amount of up to $50,000 (the “Debenture”). The Debenture matures on the third anniversary of the date of issuance (the “Maturity Date”) and bears interest a rate of 8% per annum, payable semi-annually and on the Maturity Date. Greystone may convert, at any time, the outstanding principal and accrued interest on the Debenture into shares of the Company’s common stock, at a conversion price per share at 25% of the lowest closing bid price for the Company’s common stock during the previous 20 trading days (the “Conversion Price”). | |
With the exception of the shares that the Company is obligated to issue to previous investors, for as long as the Debenture is outstanding, the conversion price of the Debenture shall be subject to adjustment for issuances of common stock or securities convertible into common stock or exercisable for shares of common stock at a purchase price of less than the then-effective conversion price, on any unconverted amounts, such that the then applicable conversion price shall be adjusted using full-ratchet anti-dilution on such new issuances subject, to customary carve outs, including restricted shares granted to officers, and directors and consultants. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 11 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
PRINCIPLES OF CONSOLIDATION | ' | ||||||||||||||||
PRINCIPLES OF CONSOLIDATION | |||||||||||||||||
The consolidated financial statements include the accounts of Thinspace Technology, Inc. and its wholly-owned subsidiaries, Thinspace UK and Thinspace USA. All material inter-company accounts and transactions have been eliminated. | |||||||||||||||||
USE OF ESTIMATES | ' | ||||||||||||||||
USE OF ESTIMATES | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
CASH AND CASH EQUIVALENTS | ' | ||||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||||
For the purpose of the statements of cash flows, we consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. | |||||||||||||||||
ACCOUNTS RECEIVABLE | ' | ||||||||||||||||
ACCOUNTS RECEIVABLE | |||||||||||||||||
Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The Company evaluates receivables on a regular basis for potential reserve. The accounts receivable balances of $387,279 and $146,845 as of December 31, 2013 and January 31, 2013, respectively, do not included an allowance for doubtful accounts as the Company anticipates payment on all accounts within the next fiscal year. The Company routinely evaluates accounts receivable for uncollectible amounts. | |||||||||||||||||
REVENUE RECOGNITION | ' | ||||||||||||||||
REVENUE RECOGNITION | |||||||||||||||||
Certain volume licensing arrangements include a perpetual license for current products combined with rights to receive unspecified future versions of software products, which the Company has determined are additional software products and are therefore accounted for as subscriptions, with billings recorded as unearned revenue and recognized as revenue ratably over the coverage period. Arrangements that include term based licenses for current products with the right to use unspecified future versions of the software during the coverage period are also accounted for as subscriptions, with revenue recognized ratably over the coverage period. | |||||||||||||||||
Revenue from cloud-based services arrangements that allow for the use of a hosted software product or service over a contractually determined period of time without taking possession of software are accounted for as subscriptions with billings recorded as unearned revenue and recognized as revenue ratably over the coverage period beginning on the date the service is made available to customers. | |||||||||||||||||
Some volume licensing arrangements include time-based subscriptions for cloud-based services and software offerings that are accounted for as subscriptions. These arrangements are considered multiple element arrangements. However, because all elements are accounted for as subscriptions and have the same coverage period and delivery pattern, they have the same revenue recognition timing. | |||||||||||||||||
DEFERRED REVENUE | ' | ||||||||||||||||
DEFERRED REVENUE | |||||||||||||||||
Deferred revenue related to support and maintenance is recorded in a manner consistent with the Company’s revenue recognition policy. The Company typically enters into one-year upgrade and maintenance contracts with its customers. The upgrade and maintenance contracts are generally paid in advance but can be billed monthly or quarterly. The Company defers such payment and recognizes revenue ratably over the contract period. | |||||||||||||||||
LONG-LIVED ASSETS | ' | ||||||||||||||||
LONG-LIVED ASSETS | |||||||||||||||||
We assess the carrying value of long-lived assets in accordance with ASC 360, "Property, Plant and Equipment". We assess the impairment of identifiable intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important that could trigger an impairment review include, but are not limited to, the following: a significant underperformance to expected historical or projected future operating results, a significant change in the manner of the use of the acquired asset or the strategy for the overall business, or a significant negative industry or economic trend. | |||||||||||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||||||||||
PROPERTY AND EQUIPMENT | |||||||||||||||||
Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to operations. | |||||||||||||||||
The Company depreciates its property and equipment on a straight-line basis with estimated useful lives of three to four years. | |||||||||||||||||
INTANGIBLE ASSETS | ' | ||||||||||||||||
INTANGIBLE ASSETS | |||||||||||||||||
The intangible assets of the Company are subject to amortization and are amortized using the straight-line method over their estimated period of benefit of 10 years. The Company evaluates the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. | |||||||||||||||||
INVENTORY | ' | ||||||||||||||||
INVENTORY | |||||||||||||||||
The Company values its inventory at the lower of cost (first-in, first-out) or market. The Company uses estimates and judgments regarding the valuation of inventory to properly value inventory. Inventory adjustments are made for the difference between the cost of the inventory and the estimated realizable value and charged to cost of goods sold in the period in which the facts that give rise to the adjustments become known. | |||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||
Our short-term financial instruments, including cash, accounts receivable and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their terms. | |||||||||||||||||
Fair value measurements | |||||||||||||||||
ASC 820 “Fair Value Measurements and Disclosure” establishes a framework for measuring fair value and expands disclosure about fair value measurements. | |||||||||||||||||
ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., 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. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used: | |||||||||||||||||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||
In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2013: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities | |||||||||||||||||
Conversion and warrant derivative liabilities | - | - | 11,268,087 | 11,268,087 | |||||||||||||
Total Liabilities | $ | - | $ | - | $ | 11,268,087 | $ | 11,268,087 | |||||||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (conversion and warrant derivative liabilities) for the eleven month period ended December 31, 2013. | |||||||||||||||||
2013 | |||||||||||||||||
Balance at beginning of year | $ | - | |||||||||||||||
Additions to derivative instruments | 11,268,087 | ||||||||||||||||
Change in fair value of warrant liability | - | ||||||||||||||||
Balance at end of period | $ | 11,268,087 | |||||||||||||||
The following is a description of the valuation methodologies used for these items: | |||||||||||||||||
Conversion derivative liability — these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life. | |||||||||||||||||
CONCENTRATIONS OF CREDIT RISK | ' | ||||||||||||||||
CONCENTRATIONS OF CREDIT RISK | |||||||||||||||||
The Company performs ongoing credit evaluations of its customers. At December 31, 2013, two customers accounted for 27% or more of accounts receivable. At January 31, 2013, one customer accounted for 38% or more of accounts receivable. | |||||||||||||||||
The Company maintains cash and cash equivalents with major financial institutions. Cash held in US bank accounts is insured up to $250,000 at each institution. Cash held in UK bank accounts is insured up to £85,000 at December 31, 2013 (approximately $140,000 at December 31, 2013) at each institution for each entity. At times, cash balances may exceed the insured limits. The Company has not experienced any loss on these accounts. The balances are maintained in demand accounts to minimize risk. | |||||||||||||||||
RESEARCH AND DEVELOPMENT | ' | ||||||||||||||||
RESEARCH AND DEVELOPMENT | |||||||||||||||||
Expenses related to present and future products are expensed as incurred. | |||||||||||||||||
FOREIGN CURRENCY TRANSLATION | ' | ||||||||||||||||
FOREIGN CURRENCY TRANSLATION | |||||||||||||||||
The financial statements of the Company’s U.K. subsidiary, Thinspace UK, are measured using the British Pound as the functional currency. Assets, liabilities and equity accounts of the company are translated at exchange rates as of the balance sheet date or historical acquisition date, depending on the nature of the account. Revenues and expenses are translated at average rates of exchange in effect throughout the year. The resulting cumulative translation adjustments have been recorded as a separate component of stockholders' equity. The financial statements are presented in United States of America dollars. | |||||||||||||||||
LOSS PER SHARE | ' | ||||||||||||||||
LOSS PER SHARE | |||||||||||||||||
We use ASC 260, “Earnings Per Share” for calculating the basic and diluted income (loss) per share. We compute basic income (loss) per share by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding. | |||||||||||||||||
Dilutive common stock equivalents consist of shares issuable upon conversion of debt and preferred stock and the exercise of our stock warrants. There were 165,140,070 common share equivalents at December 31, 2013 and none at January 31, 2013, which have been excluded from the computation of the weighted average diluted shares. | |||||||||||||||||
INCOME TAXES | ' | ||||||||||||||||
INCOME TAXES | |||||||||||||||||
We utilize ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. | |||||||||||||||||
The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. | |||||||||||||||||
The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax provisions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |||||||||||||||||
The Company has made a comprehensive review of its portfolio of uncertain tax positions in accordance with recognition standards established by the guidance. As a result of this review, the Company concluded that at this time there are no uncertain tax positions that would result in tax liability to the Company. | |||||||||||||||||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | ' | ||||||||||||||||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |||||||||||||||||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” ("ASU No. 2013-02"). ASU No. 2013-02 provides updated guidance to improve the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement of income or in the notes, separately for each component of comprehensive income, the current period reclassifications out of accumulated other comprehensive income by the respective line items of net income affected by the reclassification. The updated guidance was effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted the updated guidance effective February 1, 2013, and such adoption did not have any effect on the Company's results of operations, financial position or liquidity. | |||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU No. 2013-11"). ASU No. 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with limited exceptions. ASU No. 2013-11 is effective for interim and annual periods beginning after December 15, 2013 and may be applied retrospectively. The adoption of the provisions of ASU No. 2013-11 is not expected to have a material impact on the company's financial position or results of operations. | |||||||||||||||||
In March 2013, the FASB issued Accounting Standards Update No. 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity" ("ASU No. 2013-05"). ASU No. 2013-05 requires an entity that ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. ASU No. 2013-05 is effective for interim and annual periods beginning after December 15, 2013, with early adoption permitted and is to be applied prospectively. The adoption of the provisions of ASU No. 2013-05 is not expected to have a material impact on the company's financial position or results of operations. | |||||||||||||||||
Other recent accounting pronouncements issued by the FASB and the SEC did not, or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Organization_and_Line_of_Busin1
Organization and Line of Business (Tables) | 11 Months Ended | ||||
Dec. 31, 2013 | |||||
Organization and Line of Business [Abstract] | ' | ||||
Schedule of assets and liabilities of retained subsequent | ' | ||||
Cash | $ | 9,848 | |||
Other assets | 1,349 | ||||
Accounts payable and accrued expenses | (1,032,603 | ) | |||
Notes payable | (922,019 | ) | |||
Derivative liabilities | (8,504,326 | ) | |||
Net liabilities retained | $ | (10,447,751 | ) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 11 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of financial assets and liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities | |||||||||||||||||
Conversion and warrant derivative liabilities | - | - | 11,268,087 | 11,268,087 | |||||||||||||
Total Liabilities | $ | - | $ | - | $ | 11,268,087 | $ | 11,268,087 | |||||||||
Schedule of a summary of changes in the fair value of the Company's Level 3 financial liabilities - Warrant derivative liability and Conversion derivative liability | ' | ||||||||||||||||
2013 | |||||||||||||||||
Balance at beginning of year | $ | - | |||||||||||||||
Additions to derivative instruments | 11,268,087 | ||||||||||||||||
Change in fair value of warrant liability | - | ||||||||||||||||
Balance at end of period | $ | 11,268,087 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 11 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Summary of property and equipment | ' | ||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Office equipment and furniture | $ | 91,637 | $ | 51,950 | |||||
Accumulated depreciation | (60,312 | ) | (44,297 | ) | |||||
Carrying value | $ | 31,325 | $ | 7,653 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 11 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Intangible Assets [Abstract] | ' | ||||||||
Intangible assets | ' | ||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Developed technology | $ | 649,159 | $ | 624,237 | |||||
Accumulated amortization | (454,416 | ) | (374,546 | ) | |||||
Carrying value | $ | 194,743 | $ | 249,691 |
Loans_payable_Tables
Loans payable (Tables) | 11 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Converteble Notes Payable, Loans Payable and Loans Payable - Related party [Abstract] | ' | ||||||||
Schedule of loans payable | ' | ||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Bank loan payable | $ | 40,066 | $ | 51,476 | |||||
Demand loans payable | 60,000 | - | |||||||
100,066 | 51,476 | ||||||||
Current portion | (74,800 | ) | (13,856 | ) | |||||
Long term portion | $ | 25,266 | $ | 37,620 | |||||
Deferred_Revenue_Tables
Deferred Revenue (Tables) | 11 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Deferred Revenue [Abstract] | ' | ||||||||
Summary of deferred revenue balance | ' | ||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Deferred revenue due within one year | $ | 1,482,504 | $ | 511,061 | |||||
Deferred revenue due after one year | 73,897 | 25,740 | |||||||
Carrying value | $ | 1,556,401 | $ | 536,801 |
Provision_for_Income_Taxes_Tab
Provision for Income Taxes (Tables) | 11 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Provision for Income Taxes [Abstract] | ' | ||||||||
Summary of income tax provision (benefit) | ' | ||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Federal: | |||||||||
Current | $ | - | $ | - | |||||
Deferred | 368,000 | 44,000 | |||||||
368,000 | 44,000 | ||||||||
State and local: | |||||||||
Current | - | - | |||||||
Deferred | 21,000 | - | |||||||
21,000 | - | ||||||||
Change in valuation allowance | (389,000 | ) | (44,000 | ) | |||||
Income tax provision (benefit) | $ | - | $ | - | |||||
Summary of provision for income taxes differ from amount of income tax determined | ' | ||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Statutory federal income tax rate | (34.0 | %) | (34.0 | %) | |||||
Statutory state and local income tax rate (6%), net of federal benefit | (4.0 | %) | (4.0 | %) | |||||
Foreign tax rate differentials | 4.5 | % | 10 | % | |||||
Derivative liabilities adjustments | 7.6 | % | - | ||||||
Change in valuation allowance | 25.9 | % | 28 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Componennts of deferred tax asset and liabilities | ' | ||||||||
December 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forward | $ | 516,000 | $ | 127,000 | |||||
Less: valuation allowance | (516,000 | ) | (127,000 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
Organization_and_Line_of_Busin2
Organization and Line of Business (Details) (Retained subsequent [Member], USD $) | Dec. 31, 2013 |
Retained subsequent [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Cash | $9,848 |
Other assets | 1,349 |
Accounts payable and accrued expenses | -1,032,603 |
Notes payable | -922,019 |
Derivative liabilities | -8,504,326 |
Net liability retained | ($10,447,751) |
Organization_and_Line_of_Busin3
Organization and Line of Business (Detail Textuals) | Dec. 31, 2013 | Jan. 31, 2013 |
Organization and Line of Business [Abstract] | ' | ' |
Common stock, shares issued | 82,819,694 | 80,200,000 |
Common stock, shares outstanding | 82,819,694 | 80,200,000 |
Organization_and_Line_of_Busin4
Organization and Line of Business (Detail Textuals 1) (USD $) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2012 | |
Organization and Line of Business [Abstract] | ' | ' | ' |
Net loss | ($1,499,098) | ($158,393) | ' |
Stockholders' deficit | 14,044,350 | 455,376 | 297,531 |
Negative working capital | $13,312,285 | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (Fair Value, Measurements, Recurring, USD $) | Dec. 31, 2013 |
Level 1 | ' |
Liabilities | ' |
Conversion and warrant derivative liabilities | ' |
Total Liabilities | ' |
Level 2 | ' |
Liabilities | ' |
Conversion and warrant derivative liabilities | ' |
Total Liabilities | ' |
Level 3 | ' |
Liabilities | ' |
Conversion and warrant derivative liabilities | 11,268,087 |
Total Liabilities | 11,268,087 |
Total | ' |
Liabilities | ' |
Conversion and warrant derivative liabilities | 11,268,087 |
Total Liabilities | $11,268,087 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Balance at beginning of year | ' |
Additions to derivative instruments | 11,268,087 |
Change in fair value of warrant liability | ' |
Balance at end of period | $11,268,087 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Detail Textual) | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
USD ($) | USD ($) | US Bank [Member] | UK Bank [Member] | UK Bank [Member] | |
USD ($) | USD ($) | EUR (€) | |||
Federal Home Loan Bank, Advances, Branch of FHLB Bank [Line Items] | ' | ' | ' | ' | ' |
Accounts receivable | $387,279 | $146,845 | ' | ' | ' |
Property and equipment useful lives | 'Three to four years. | ' | ' | ' | ' |
Intangible assets estimated period of benefit | '10 years | ' | ' | ' | ' |
Common share equivalents excluded from the computation of the weighted average diluted shares | 165,140,070 | 0 | ' | ' | ' |
Concentration risk, percentage | 27.00% | 38.00% | ' | ' | ' |
Cash | ' | ' | $250,000 | $140,000 | € 85,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Jan. 31, 2013 |
Summary of property and equipment | ' | ' |
Office equipment and furniture | $91,637 | $51,950 |
Accumulated depreciation | -60,312 | -44,297 |
Carrying value | $31,325 | $7,653 |
Property_and_Equipment_Detail_
Property and Equipment (Detail Textual) (USD $) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jan. 31, 2013 | |
Property and Equipment [Abstract] | ' | ' |
Depreciation | $13,602 | $4,672 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Dec. 31, 2013 | Jan. 31, 2013 |
Intangible Assets [Abstract] | ' | ' |
Developed technology | $649,159 | $624,237 |
Accumulated amortization | -454,416 | -374,546 |
Carrying value | $194,743 | $249,691 |
Intangible_Assets_Detail_Textu
Intangible Assets (Detail Textual) (USD $) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jan. 31, 2013 | |
Intangible Assets [Abstract] | ' | ' |
Amortization expense | $61,464 | $62,550 |
Inventory_Details
Inventory (Details) (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Inventory [Abstract] | ' |
Contribution of inventory by related party | $97,038 |
Derivative_Liabilities_Details
Derivative Liabilities (Details) (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Warrant Liabilities [Member] | ' |
Derivative Liabilities Textual [Abstract] | ' |
Fair value assumptions, method used | 'Black-Scholes method |
Conversion feature liability | $884,527 |
Fair value assumptions, risk free interest rate | 0.09% |
Fair value assumptions, dividend yield | 0.00% |
Fair value assumptions, expected volatility rate | 195.00% |
Fair value assumptions, expected life (in years) | '6 months 11 days |
Convertible Preferred Stock [Member] | ' |
Derivative Liabilities Textual [Abstract] | ' |
Fair value assumptions, method used | 'Black-Scholes method |
Conversion feature liability | 2,663,687 |
Fair value assumptions, risk free interest rate | 0.19% |
Fair value assumptions, dividend yield | 0.00% |
Fair value assumptions, expected volatility rate | 242.00% |
Fair value assumptions, expected life (in years) | '1 year 1 month 24 days |
Convertible Debt [Member] | ' |
Derivative Liabilities Textual [Abstract] | ' |
Fair value assumptions, method used | 'Black-Scholes method |
Conversion feature liability | $7,719,873 |
Fair value assumptions, risk free interest rate | 0.69% |
Fair value assumptions, dividend yield | 0.00% |
Fair value assumptions, expected volatility rate | 432.00% |
Fair value assumptions, expected life (in years) | '3 years |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Convertible debentures | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | |||
IBC Funds, LLC (IBC) [Member] | Promissorynotes | Sixteen convertible notes [Member] | Sixteen convertible notes [Member] | Sixteen convertible notes [Member] | Two convertible notes [Member] | |||
Minimum [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Number of convertible notes | ' | ' | ' | 18 | ' | ' | ' | ' |
Principal amount | ' | ' | $100,000 | $1,173,825 | $1,073,825 | ' | ' | $100,000 |
Accrued and unpaid interest | ' | ' | ' | 209,972 | ' | ' | ' | ' |
Percentage of discounts to market price of common stock | ' | ' | 75.00% | ' | ' | 75.00% | 90.00% | ' |
Common stock, par value | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' |
Conversion price per share | ' | ' | ' | ' | ' | ' | ' | $0.00 |
Debt discount | 311,806 | ' | 100,000 | 311,806 | ' | ' | ' | ' |
Weighted average interest rate | ' | ' | ' | 9.00% | ' | ' | ' | ' |
Maturity date | ' | ' | 31-Dec-16 | 31-Dec-16 | ' | ' | ' | ' |
Interest rate | ' | ' | 8.00% | ' | ' | ' | ' | ' |
Number of trading days of conversion | ' | ' | '20 days | ' | ' | ' | ' | ' |
Conversion feature liability | ' | ' | 399,964 | ' | ' | ' | ' | ' |
Fair value assumptions, method used | ' | ' | 'Black-Scholes method | ' | ' | ' | ' | ' |
Fair value assumptions, risk free interest rate | ' | ' | 0.63% | ' | ' | ' | ' | ' |
Fair value assumptions, dividend yield | ' | ' | 0.00% | ' | ' | ' | ' | ' |
Fair value assumptions, expected volatility rate | ' | ' | 432.00% | ' | ' | ' | ' | ' |
Fair value assumptions, expected life (in years) | ' | ' | '3 years | ' | ' | ' | ' | ' |
Debt issuing expense | ' | ' | $299,964 | ' | ' | ' | ' | ' |
Loans_Payable_Details
Loans Payable (Details) (USD $) | Dec. 31, 2013 | Jan. 31, 2013 |
Summary of loans payable | ' | ' |
Bank loan payable | $40,066 | $51,476 |
Demand loans payable | 60,000 | ' |
Loans payable,Total | 100,066 | 51,476 |
Current portion | -74,800 | -13,856 |
Long term portion | $25,266 | $37,620 |
Loans_Payable_Details_Textual
Loans Payable (Details Textual) (USD $) | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Loans payable [Member] | Notes payable [Member] | Non-interest bearing loan [Member] | |||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' |
Interest rates on loans | ' | ' | 2.20% | 10.00% | ' |
Notes payable | ' | ' | ' | $10,000 | ' |
Maturity date | ' | ' | 31-Dec-16 | 31-Dec-13 | ' |
Loans payable | $100,066 | $51,476 | ' | ' | $50,000 |
Loans_Payable_Related_Party_De
Loans Payable - Related Party (Details) (Shareholders [Member], USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Shareholders [Member] | ' |
Related Party Transaction [Line Items] | ' |
Short term working capital loans | $121,000 |
Weighted average effective interest rate | 13.50% |
Interest expense related to loans | 5,264 |
Repayment of loan | $9,000 |
Deferred_Revenue_Details
Deferred Revenue (Details) (USD $) | Dec. 31, 2013 | Jan. 31, 2013 |
Summary of deferred revenue balance | ' | ' |
Deferred revenue due within one year | $1,482,504 | $511,061 |
Deferred revenue due after one year | 73,897 | 25,740 |
Carrying value | $1,556,401 | $536,801 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jan. 31, 2013 | |
Related Party Transactions [Abstract] | ' | ' |
Fees incurred from related party transaction | $277,940 | $144,480 |
Stockholders_Equity_Detail_Tex
Stockholders' Equity (Detail Textual) (USD $) | 1 Months Ended | 11 Months Ended | |
Jan. 30, 2014 | Dec. 31, 2013 | Jan. 31, 2013 | |
Class of Stock [Line Items] | ' | ' | ' |
Preferred stock, shares authorized | ' | 50,000,000 | ' |
Preferred stock, par value (in dollars per share) | ' | $0.00 | ' |
Derivative liability of conversion feature of preferred stock | ' | $2,363,797 | ' |
Series B convertible preferred stock | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Preferred stock, shares authorized | ' | 75,000 | 75,000 |
Preferred stock, par value (in dollars per share) | ' | $1 | $0.00 |
Percentage of convertible preferred stock | ' | 10.00% | ' |
Preferred stock, shares issued | ' | 75,000 | ' |
Preferred stock, shares outstanding | ' | 75,000 | ' |
Conversion price | ' | $0.60 | ' |
Common stock issued upon conversion of convertible preferred stock | ' | 125,000 | ' |
Series C convertible preferred stock | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Preferred stock, shares authorized | ' | 672,000 | 672,000 |
Preferred stock, par value (in dollars per share) | ' | $0.00 | $0.00 |
Preferred stock, shares issued | ' | 672,000 | ' |
Preferred stock, shares outstanding | ' | 672,000 | ' |
Convertible preferred stock, Description | ' | 'Each holder of Series C Preferred Stock shall have the right to convert all (but not part) of such holder's shares of Series C Convertible Preferred Stock such that each share of Series C Convertible Preferred Stock shall convert into that number of fully paid and non-assessable shares of Common Stock equal to the of the number of preferred shares divided by the lowest closing bid price during the twenty trading days prior to the notice of conversion multiplied by .25 (one-fourth). | ' |
Number of shares sold | ' | 672,000 | ' |
Proceeds received from sale of stock | $472,000 | $200,000 | ' |
Stockholders_Equity_Detail_Tex1
Stockholders' Equity (Detail Textual 1) (USD $) | Dec. 31, 2013 | Jan. 31, 2013 |
Stockholders' Equity [Abstract] | ' | ' |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares issued | 82,819,694 | 80,200,000 |
Common stock, shares outstanding | 82,819,694 | 80,200,000 |
Stockholders_Equity_Detail_Tex2
Stockholders' Equity (Detail Textual 2) | 11 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity [Abstract] | ' |
Number of common stock purchase warrants outstanding | 4,306,932 |
Number of common stock purchase warrants exercisable | 4,306,932 |
Warrants exercise price | 0.0625 |
Warrant expiration | 'Between April 5, 2014 and November 10, 2014 |
Warrants, weighted average contractual life (Years) | '6 months 11 days |
Provision_for_Income_Taxes_Det
Provision for Income Taxes (Details) (USD $) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jan. 31, 2013 | |
Federal: | ' | ' |
Current | ' | ' |
Deferred | 368,000 | 44,000 |
Federal, total | 368,000 | 44,000 |
State and local: | ' | ' |
Current | ' | ' |
Deferred | 21,000 | ' |
State and local, total | 21,000 | ' |
Change in valuation allowance | -389,000 | -44,000 |
Income tax provision (benefit) | ' | ' |
Provision_for_Income_Taxes_Det1
Provision for Income Taxes (Details 1) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jan. 31, 2013 | |
Summary of provision for income taxes differs from amount of income tax determined | ' | ' |
Statutory federal income tax rate | -34.00% | -34.00% |
Statutory state and local income tax rate (6%), net of federal benefit | -4.00% | -4.00% |
Foreign tax rate differentials | 4.50% | 10.00% |
Derivative liabilities adjustments | 7.60% | ' |
Change in valuation allowance | 25.90% | 28.00% |
Effective tax rate | 0.00% | 0.00% |
Provision_for_Income_Taxes_Det2
Provision for Income Taxes (Details 2) (USD $) | Dec. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Net operating loss carry forward | $516,000 | $127,000 |
Less: valuation allowance | -516,000 | -127,000 |
Net deferred tax asset | ' | ' |
Provision_for_Income_Taxes_Det3
Provision for Income Taxes (Details Textual) (USD $) | 12 Months Ended | 11 Months Ended | |||
Jan. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2013 | |
Domestic Tax Authority [Member] | Domestic Tax Authority [Member] | Foreign Tax Authority [Member] | Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Operating loss carryforwards | ' | $529,000 | $0 | $651,000 | $455,000 |
Operating loss carryforwards, expiration date | ' | 1-Jan-33 | ' | ' | ' |
Net federal benefit percent | 6.00% | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jan. 31, 2013 | |
Commitments and Contingencies [Abstract] | ' | ' |
Short term lease on office space, expiration date | 31-Dec-14 | ' |
Rent expense | $153,507 | $53,723 |
Subsequent_EventsDetail_Textua
Subsequent Events(Detail Textuals) (Subsequent Event [Member], USD $) | 1 Months Ended | |
Feb. 28, 2014 | Jan. 30, 2014 | |
Subsequent Event [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Strategic advisory services fee | ' | $360,000 |
Common stock issued to consulting services as compensation | ' | 5,000,000 |
Term of consulting agreement | ' | 'The term of the agreement covers the 2014 calendar year. |
Common stock cancelled which was issued for consulting services as compensation | ' | 250,000 |
Common stock shares issued upon conversion notes and accrued interest | 4,051,870 | ' |
Principal debt being converted | 191,184 | ' |
Accrued interest converted into common stock | $11,409 | ' |
Subsequent_Events_Detail_Textu
Subsequent Events (Detail Textuals 1) (Subsequent Event [Member], USD $) | 1 Months Ended | |||
Mar. 21, 2014 | Feb. 21, 2014 | Mar. 21, 2014 | Mar. 26, 2014 | |
IBC Funds, LLC (IBC) [Member] | IBC Funds, LLC (IBC) [Member] | Greystone Capital Partners, Inc. [Member] | Greystone Capital Partners, Inc. [Member] | |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Annual interest rate on convertible debentures | 8.00% | 8.00% | 8.00% | 8.00% |
Principal amount of 8% Debentures | $50,000 | $150,000 | $50,000 | $50,000 |
Debt instrument, conversion price per share , description | 'the Conversion Price per share at 25% of the lowest closing bid price as of 4 pm (New York Time) for the Company's stock during the previous 20 trading days (the "Conversion Price"). | 'the Conversion Price per share at 25% of the lowest closing bid price as of 4 pm (New York Time) for the Company's stock during the previous 20 trading days (the "Conversion Price"). | 'the Conversion Price per share at 25% of the lowest closing bid price as of 4 pm (New York Time) for the Company's stock during the previous 20 trading days (the "Conversion Price"). | 'the Conversion Price per share at 25% of the lowest closing bid price as of 4 pm (New York Time) for the Company's stock during the previous 20 trading days (the "Conversion Price"). |
Percentage of discount of the average of the closing bid price of common stock | 25.00% | 25.00% | 25.00% | 25.00% |
Number of trading days of conversion | '20 days | '20 days | '20 days | '20 days |