2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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 interim 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. The notes to the consolidated financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2014 should be read in conjunction with these interim consolidated financial statements. Results of operations for interim periods are not necessarily indicative for the results of operations for a full year. |
Principles of Consolidation | Principles of Consolidation The interim consolidated financial statements include the financial statements of the Company and its subsidiaries, Massive Media Pty Ltd., Massive Interactive Media Ltd., and Wunderkind Group Pty 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 are reported as discontinued operations beginning with the financial results as of December 31, 2013. |
Use of Estimates | Use of Estimates The preparation of interim 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. 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents represent cash on hand and deposits held at call with banks. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) No. 820, , 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: Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. 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. 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. 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. |
Accounts Receivable | Accounts Receivable Receivables from services are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. 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. An allowance for doubtful accounts of $106,256 and $207,506 was recorded as of June 30, 2015 and December 31, 2014, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk 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. 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 managementÂ’s expectations and the allowance established for doubtful accounts. |
Major Customers | The Company has two significant customers which individually accounted for 35% and 20%, respectively, of the revenues for the three month period ended June 30, 2015. For the three month period ended June 30, 2014, the two largest customers accounted for 14% and 9% of revenues. These customers accounted for approximately 43% and 22% of the accounts receivable balance as of June 30, 2015 and approximately 31% and 24% of the accounts receivable balance as of December 31, 2014, respectively. The CompanyÂ’s sales to its top five customers accounted for approximately 80% and 48% of revenues during the three month periods ended June 30, 2015 and 2014, respectively. The Company has two significant customers which individually accounted for 31% and 17%, respectively, of the revenues for the six month period ended June 30, 2015. For the six month period ended June 30, 2014, the two largest customers accounted for 11% and 10% of revenues. These customers accounted for approximately 43% and 22% of the accounts receivable balance as of June 30, 2015 and approximately 31% and 24% of the accounts receivable balance as of December 31, 2014, respectively. The CompanyÂ’s sales to its top five customers accounted for approximately 75% and 46% of revenues during the six month periods ended June 30, 2015 and 2014, respectively. |
Major Suppliers | The Company has two significant vendors which individually accounted for 9% and 7%, respectively, of the purchases for the three month period ended June 30, 2015. For the three month period ended June 30, 2014, the two largest vendors accounted for 6% and 5% of purchases. These vendors accounted for approximately 16% and 10% of the accounts payable balance as of June 30, 2015 and approximately 4% and 2% of the accounts payable balance as of December 31, 2014, respectively. The CompanyÂ’s purchases from its top five vendors accounted for approximately 29% and 25% of purchases during the three month periods ended June 30, 2015 and 2014, respectively. The Company has two significant vendors which individually accounted for 8% and 5%, respectively, of the purchases for the six month period ended June 30, 2015. For the six month period ended June 30, 2014, the two largest vendors accounted for 13% and 8% of purchases. These vendors accounted for approximately 16% and 0% of the accounts payable balance as of June 30, 2015 and approximately 10% and 0% of the accounts payable balance as of December 31, 2014, respectively. The CompanyÂ’s purchases from its top five vendors accounted for approximately 25% and 31% of purchases during the six month periods ended June 30, 2015 and 2014, respectively. |
Segment Reporting | Segment Reporting FASB ASC 280, “ , 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. |
Income Taxes | Income Taxes 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. 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. |
Goods and Services Tax/Value Added Tax | Goods and Services Tax/Value Added Tax 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%. |
Revenue Recognition | Revenue Recognition 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. The Company recognizes revenue in accordance with the FASB ASC 985-605 . |
Consultancy Services Revenue | Consultancy Services Revenue Revenue derived from services primarily includes consulting, implementation, and training. Consultancy revenue is recognized ratably over the term of the service agreement. |
License Fees Revenue | License Fees Revenue 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. |
Project Services Revenue | Project Services Revenue 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. |
Support Revenue | Support Revenue 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. |
Deferred Revenue | Deferred Revenue Deferred revenue represents advance payments or billings for software licenses, services, and maintenance. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Massive Media Pty Ltd. and Wunderkind Group Pty Ltd. is Australian Dollars (“AUD”). The functional currency of Massive Interactive Media Ltd is Great British Pounds ("GBP"). 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. The relationship between the AUD, GBP and the USD, which is our functional currency, is shown below per one USD: Three Months Ended Six Months Ended Year end 2015 2015 2014 Period end AUD to USD exchange rate 0.7708 0.7780 0.8207 Period end GBP to USD exchanage rate 1.5752 1.5752 1.5610 Average AUD to USD exchange rate 0.7754 0.7740 0.8983 Average GBP to USD exchange rate 1.5448 1.5270 1.6454 |
Property and Equipment | Property and Equipment Furniture and office equipment, electronic equipment and motor vehicles are recorded at cost less accumulated depreciation. Depreciation is calculated based on estimated useful life of the assets. Rate Method Motor Vehicles 25% Diminishing value Furniture 20% Straight line Office equipment 33% Diminishing value Telecommunication equipment 20% Diminishing value Purchased Software 40% Straight line Leasehold improvements 50% Straight line When furniture and office equipment, electronic equipment and motor vehicles are retired or otherwise disposed of, resulting gain or loss is included in net income or loss in the year of disposition for the difference between the net book value and proceeds received thereon. Maintenance and repairs which do not improve or extend the expected useful lives of the assets are charged to expenses as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with Impairment or Disposal of Long-Lived Assets Subsections of FASB ASC Subtopic 360-10, “ , long-lived assets, such as property, plant and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment of long-lived assets was recognized as of June 30, 2015 and 2014, respectively. |
Capitalized Computer Software Development Costs | Capitalized Computer Software Development Costs The Company capitalizes software development costs in accordance with the FASB ASC Topic 985-20, “ . 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. 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. |
Intangible Assets | Intangible Assets The Company amortizes intangible assets on a straight line basis over their estimated useful lives, generally as follows: four to nine years for software, ten to twenty years for customer relationships and trade names, and one to five years for other intangible assets, except goodwill. Goodwill is not amortized, but subject to impairment testing. |
Operating Leases | Operating Leases Leases where substantially all the rewards and risks of ownership of assets remain with the lesser are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease periods. The Company leases office rental spaces in Sydney, Australia and London, England. |
Derivative Instruments | Derivative Instruments The CompanyÂ’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. The identification of, and accounting for, derivative instruments is complex. The CompanyÂ’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 13 ) that are accounted for as derivative instrument liabilities, the Company determines the fair value of these instruments using binomial option pricing model. That model requires assumptions related to the remaining term of the instrument and risk-free rates of return, the CompanyÂ’s current Common Stock price and expected dividend yield, and the expected volatility of the CompanyÂ’s Common Stock price over the life of the option. For the bifurcated conversion option related to the convertible note issued in 2014 (See Note 13 ) in connection with the Wunderkind Acquisition, and the conversion option related to the convertible promissory notes issued in March of 2015, the Company determined the fair value of the instruments using the Monte 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. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation plans in accordance with FASB ASC Topic 718, “ Stock Compensation” |
Deemed dividend | Deemed dividend The Company incurs 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 $0.20, the Series B Preferred Redeemable Stock contains a beneficial conversion feature as described in FASB ASC 470-20, . 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 income or loss available to common stockholders for purposes of EPS. |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company adopted FASB ASC 260, "Earnings Per Share" The following sets forth the computation of diluted EPS for the three and six months ended June 30, 2015 and 2014: Three months ended June 30, 2015 Six months ended June 30, 2015 Net income (loss) attributable to common stockholders (Numerator) Shares (Denominator) Per share amount Net income (loss) attributable to common stockholders (Numerator) Shares (Denominator) Per share amount Basic EPS $ 744,019 61,176,142 $ 0.01 $ 545,867 61,176,142 $ 0.01 Change in fair value of derivative instruments (1,796,000 ) - (2,184,000 ) - Interest associated with convertible notes 6,856 - 13,637 - Dilutive shares related to notes and warrants - 173,006,890 - 153,517,251 Dilutive EPS $ (1,045,125 ) 234,183,032 $ (0.00 ) $ (1,624,496 ) 214,693,393 $ (0.01 ) Three months ended June 30, 2014 Six months ended June 30, 2014 Net income (loss) attributable to common stockholders (Numerator) Shares (Denominator) Per share amount Net income (loss) attributable to common stockholders (Numerator) Shares (Denominator) Per share amount Basic EPS $ 2,311,849 61,176,142 $ 0.04 $ 2,397,598 61,176,142 $ 0.04 Change in fair value of derivative instruments (2,019,000 ) - (2,019,000 ) - Dilutive shares related to notes and warrants 292,849 10,140,128 - 16,217,705 Dilutive EPS $ 292,849 71,316,270 $ 0.00 $ 378,598 77,393,847 $ 0.00 Basic earnings (loss) 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 months ended June 30, 2015 and the periods ended June 30, 2014 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, 2015 were 31,142,811, respectively. |
Commitments and Contingencies | Commitments and Contingencies 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 FASB ASC 450-20, “ , 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has adopted recently issued accounting pronouncements and has determined that they have no material effect on the financial position, results of operations, or cash flow. The Company’s management does not expect any recently issued but not yet adopted accounting pronouncements to have a material effect on the financial position, results of operations or cash flow. In August 2014, the FASB issued ASU 2014-15, “ ("ASU 2014-15"). ASU 2014-15 provides new guidance related to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards and to provide related footnote disclosures. This new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact on the Company's disclosures and financial statements. On January 9, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-01, (“ASU 2015-01”). ASU 2015-01 eliminates the concept of extraordinary items which are defined as items that are both unusual in nature and occurring infrequently. ASU 2015-01 is effective in annual or interim periods beginning after December 15, 2015. The Company does not expect the adoption of ASU 2015-01 to have a material impact on the unaudited condensed consolidated financial statements. On February 18, 2015, the FASB issued ASU No. 2015-02, “ s” (“ASU 2015-02”). ASU 2015-02 provides an update affecting reporting entities that are required to evaluate whether they should consolidate certain legal entities. This new guidance applies to all legal entities to re-evaluate 1) whether limited partnerships and similar legal entities are VIE’s or voting interest entities, 2) eliminates the presumption that a general partner should consolidate a limited partnership, 3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and 4) provides a scope exception from consolidation guidance for reporting entities with interest in legal entities that are required to comply with or operate in accordance with rules similar to those for registered money market funds. ASU 2014-08 is effective in annual or interim periods beginning after December 15, 2015. The Company does not expect the adoption of ASU 2015-02 to have a material impact on the unaudited condensed consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “ . ASU 2015-03 revises previous guidance to require that debt issuance costs be reported in the unaudited condensed consolidated financial statements as a direct deduction from the face amount of the related liability, consistent with the presentation of debt discounts. Prior to the amendments, debt issuance costs were presented as a deferred charge (i.e. an asset) on the unaudited condensed consolidated financial statements. This new guidance is effective for the annual period ending after December 15, 2015, and for annual periods and interim periods thereafter. The amendments must be applied retrospectively. The requirements of ASU 2015-03 are not expected to have a significant impact on the unaudited condensed consolidated financial statements. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of ASU 2014-09 is permitted but not before the original effective date (annual periods beginning after December 15, 2016). When effective, ASU 2014-09 will use either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of the Company’s pending adoption of ASU 2014-09 on the consolidated financial statements and have not yet determined the method by which the Company will adopt the standard. |
Subsequent Events | Management has evaluated subsequent events up to and including August 14, 2015, which is the date the financial statements were available for issuance, and determined there were no material subsequent events to be disclosed. |