2. Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 |
Accounting Policies [Abstract] | ' |
NOTE 2 b Summary of Significant Accounting Policies | ' |
Basis of Presentation |
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The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of the Company’s management, the accompanying consolidated financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly the consolidated financial position and results of operations and cash flows for the periods presented. |
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All significant intercompany accounts and transactions are eliminated in consolidation. Certain items in these financial statements have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s balance sheet, results of operations, stockholders’ equity or cash flows. |
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The notes to the consolidated financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2013 should be read in conjunction with these consolidated financial statements. Results of operations for interim periods are not necessarily indicative for the results of operations for a full year. |
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Going Concern and Plan of Operation |
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These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of June 30, 2014, the Company's continuing operations had cash of $240,420, and a working capital balance of $1,399,588. As of December 31, 2013, continuing operations had cash of $1,121,181 and a working capital balance of $748,896. Working capital is defined as current assets minus current liabilities, excluding restricted cash, convertible loan notes, derivative liability and discontinued operations. |
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The Company took aggressive steps to become debt free in the six months to June 30, 2014 and has repaid $972,674 of borrowings in order to become free of debt constraints. This was nonrecurring and one off. Excluding the repayment of these borrowings, the Company was cash flow positive for the six months ended June 30, 2014. |
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The Company is comfortable that the convertible loan note due for payment on May 1, 2015 will be settled for shares, this assumption is based on the fact that the principal noteholder is Mr. Ron Downey who is also a director of Massive. |
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The Company believes that the currently available cash and cash flows from future operations will be sufficient to satisfy the Company’s anticipated working capital requirements for the foreseeable future. |
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Principles of Consolidation |
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The consolidated financial statements include the financial statements of the Company and its subsidiaries, Massive Media Pty Ltd and Massive Interactive Media Ltd. As part of the acquisition of Massive Media Pty Ltd and its controlled entities by the Company, it discontinued all oil and gas operations related to properties owned in Texas and Oklahoma. Financial results related to the oil and gas operations is reported as discontinued operations beginning with the financial results presented within this document as of June 30, 2013 (See Note 4). |
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Use of Estimates |
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The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable allowance, the useful lives of long-lived assets and other intangible assets, and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities as well as reported revenue and expenses during the periods presented. |
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Fair Value of Financial Instruments |
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Pursuant to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures About Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. ASC No. 820 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC No. 820 establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: |
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Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. |
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Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life. |
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Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
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The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities approximate their fair value due to their short maturities. |
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Accounts Receivable |
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Receivables from services are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. |
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Management periodically reviews receivables for collectability. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Uncollectible receivables are charged off against the allowance account. No allowance for doubtful accounts was recorded as of June 30, 2014 and December 31, 2013, respectively. |
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The Company did not have any off balance-sheet credit exposure relating to its customers, suppliers or others. |
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Concentration of Credit Risk |
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Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable for which the carrying amounts approximate fair value. The Company places their cash and cash equivalents with financial institutions with high-credit ratings and quality. |
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The Company conducts credit evaluations of customers and generally does not require collateral or other security from customers. The Company establishes an allowance for doubtful accounts primarily based upon the age of the receivables and factors relevant to determining the credit risk of specific customers. The amount of receivables ultimately not collected by the Company has generally been consistent with management’s expectations and the allowance established for doubtful accounts. |
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Major customers |
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For the six month period ended June 30, 2014, the Company had two significant customers which individually accounted for 11% and 10%, respectively, of the revenues. The Company’s sales to its top five customers accounted for approximately 48% and 57% of revenues during the six month period ended June 30, 2014 and the year ended December 31, 2013, respectively. These customers accounted for approximately 61% and 59% of accounts receivable balance as of June 30, 2014 and December 31, 2013, respectively. |
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Major suppliers |
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The Company had purchases from seven vendors that accounted for approximately 36% and 52% of purchases during the three month period ended June 30, 2014 and the year ended December 31, 2013, respectively. These vendors accounted for approximately 10% and 20% of the accounts payable balance as of period ended June 30, 2014 and December 31, 2013, respectively. |
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Segment Reporting |
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ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Group’s chief operating decision maker is the Chief Executive Officer, who reviews consolidated results of operations prepared in accordance with US GAAP when making decisions about allocating resources and assessing performance of the Group; hence, the Group has only one operating segment, namely the software development services. |
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Income Taxes |
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The Company recognizes deferred income tax liabilities and assets for the expected future income tax consequences of temporary differences between financial accounting bases and income tax bases of assets and liabilities. Deferred income taxes are measured by applying currently enacted income tax rates. The Company accounts for uncertainty in income taxes for income tax positions taken or expected to be taken in an income tax return. Only income tax positions that meet the more-likely-than-not recognition threshold will be recognized. |
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This process includes an analysis of whether tax positions the Company takes with regard to a particular item of income or deduction would meet the definition of an uncertain tax position under the standards. Management believes that tax positions taken by the Company with regard to income and deduction do not constitute any uncertain tax positions under the standards. |
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Goods and Services Tax/Value Added Tax |
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The Company's Australian operations are subject to the Goods and Services Tax on revenue sales of 10%. The Company's English operations are subject to the Value Added Tax on revenue sales of 20%. |
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Revenue Recognition |
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The Company recognizes revenue when it is realized and earned. Specifically, the Company recognizes revenue when services are performed and projects are completed and accepted by the customer. |
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The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (“ASC”) 985-605 “Software - Revenue Recognition”. |
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Project Services Revenue |
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Revenue derived from services primarily includes consulting, implementation, and training. Fees are primarily billed under time and materials arrangements and are recognized as services are performed. |
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License Revenue |
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License revenue in connection with license agreements for standard proprietary software is recognized upon delivery of the software, provided collection is considered probable and the fee is fixed or determinable. |
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Maintenance Revenue |
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Revenue derived from technical support contracts primarily includes telephone consulting and on-site support as well as error reporting and correction services. Maintenance contracts are typically sold for a separate fee with initial contractual period of one year with renewal for additional periods thereafter. Technical support service revenue is recognized ratably over the term of the service agreement. |
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Deferred Revenue |
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Deferred revenue represents advance payments or billings for software licenses, services, and maintenance. |
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Cost of Revenues |
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Cost of revenues for licenses includes amortization of capitalized computer software development costs. Costs for maintenance and services revenues include the cost of personnel to conduct implementations, customer support and consulting, and other personnel-related expenses. |
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Foreign Currency Translation |
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The functional currency of the Company is Australian Dollars (“AUD”), and the functional currency of Massive Interactive Media Ltd is Great British Pounds ("GBP"). |
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For financial reporting purposes, the financial statements of the Company and its subsidiaries, which are prepared using each entity's functional currency, are translated into the Company’s reporting currency, the United States Dollar (“USD”). Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders’ equity. |
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The exchange rates applied are as follows: |
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| | Six Months Ended | | | Three Months Ended | | | Year Ended | | | | | | | | | |
| | 2014 | | | 2014 | | | 2013 | | | | | | | | | |
Period end AUD to USD exchange rate | | 0.9394 | | | 0.9394 | | | 0.8941 | | | | | | | | | |
Period end GBP to USD exchange rate | | 1.7052 | | | 1.7052 | | | 1.6561 | | | | | | | | | |
Average AUD to USD exchange rate | | 0.9148 | | | 0.9329 | | | 0.9578 | | | | | | | | | |
Average GBP to USD exchange rate | | 1.6751 | | | 1.689 | | | 1.5669 | | | | | | | | | |
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Capitalized Computer Software Development Costs |
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The Company capitalizes software development costs in accordance with the FASB ASC Topic 985-20 Costs of Software to be Sold, Leased or Marketed. All software development costs are capitalized and reported at the lower of unamortized cost or net realizable value. Capitalization ceases when the product or enhancement is available for general release to customers. |
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The Company makes ongoing evaluations of the recoverability of its capitalized software projects by comparing the net amount capitalized for each product to the estimated net realizable value of the product. If such evaluations indicate that the unamortized software development costs exceed the net realizable value, the Company writes off the amount by which the unamortized software development costs exceed net realizable value. The Company's capitalized computer software development costs are being amortized ratably based on the projected revenues associated with the related software or on a straight-line basis over five years, whichever method results in a higher level of amortization. |
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Derivative Instruments |
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The Company’s debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. |
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The identification of, and accounting for, derivative instruments is complex. The Company’s derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For bifurcated conversion options related to the notes issued in 2011 (see Note 9) that are accounted for as derivative instrument liabilities, the Company determines the fair value of these instruments using the binomial option pricing model. That model requires assumptions related to the remaining term of the instrument and risk-free rates of return, the Company’s current Common Stock price and expected dividend yield, and the expected volatility of the Company’s Common Stock price over the life of the option. |
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For the bifurcated conversion option related to the convertible note issued in 2014 (see Note 9) in connection with the Wunderkind Acquisition, the Company determined the fair value of the instruments using the Montel Carlo Valuation Model, due to the multitude of possible outcomes for the instrument. This model requires assumptions related to the remaining term of the instrument and risk-free rates of return, the Company's current Common Stock price and expected dividend yield, and the expected volatility of the Company's Common Stock price over the life of the option. |
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Deemed dividend |
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We incur a deemed dividend on Series B Preferred Redeemable Stock. As the conversion rate was less than the deemed fair value of the Common Stock of $0.50, the Series B Preferred Redeemable Stock contains a beneficial conversion feature as described in ASC 470. The difference in the stated conversion price and estimated fair value of the Common Stock is accounted for as a beneficial conversion feature and affects EPS. The potential impact of the beneficial conversion feature on EPS has been disclosed in the Consolidated Interim Statements of Operations and Comprehensive Income (Loss). |
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Earnings (Loss) per Share |
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The Company adopted ASC 260, "Earnings Per Share" ("EPS"), which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. |
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The following sets forth the computation of diluted EPS for the three and six months ended June 30, 2014: |
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| | Three months ended June 30, 2014 | | Six months ended June 30, 2014 |
| | Net income (loss) (Numerator) | | Shares (Denominator) | | Per Share Amount | | Net income (loss) (Numerator) | | | Shares (Denominator) | | Per Share Amount |
Basic EPS | | $ | 2,311,849 | | 61,178,167 | | $ | 0.04 | | $ | 2,397,598 | | | 61,178,167 | | $ | 0.04 |
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Change in fair value of derivative instruments | | | (2,019,000 | ) | - | | | | | | (2,019,000 | ) | | - | | | |
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Dilutive shares related to notes and warrants | | | - | | 10,138,103 | | | | | | - | | | 16,215,680 | | | |
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Dilutive EPS | | $ | 292,849 | | 71,316,270 | | $ | 0.00 | | $ | 378,598 | | | 71,316,270 | | $ | 0.00 |
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Basic net income per share is based on the weighted average number of common and common equivalent shares outstanding. Potential common shares includable in the computation of fully diluted per share results are not presented for the six month ended June 30, 2014 and the periods ended June 30, 2013 in the consolidated financial statements as their effect would be anti-dilutive. The total number of shares issuable upon conversion of preferred shares that were not included in dilutive earnings per share for the three and six months ended June 30, 2014 were 5,092,967 and 3,517,823. |
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Commitments and Contingencies |
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In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, product and environmental liability, and tax matters. In accordance with ASC 450-20, Accounting for Contingencies, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Historically, the Company has not experienced any material service liability claims. |
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Net Income (Loss) Attributable to Common Shares |
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The Company is required to provide basic and dilutive earnings per common share information. The basic net income per common share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding. Diluted net income per common share is computed by dividing the net income applicable to common stockholders, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. |
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Recent Accounting Pronouncements |
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On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is effective for public entities for annual reporting periods beginning after December 15, 2016. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on the unaudited condensed consolidated financial statements and have not yet determined the method by which the Company will adopt the standard in 2017. |