Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Jul. 31, 2013 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | ASPEN GROUP, INC. |
Entity Central Index Key | 1487198 |
Document Type | S-1 |
Document Period End Date | 31-Jul-13 |
Amendment Flag | FALSE |
Current Fiscal Year End Date | -26 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current assets: | ||||
Cash and cash equivalents | $641,009 | $724,982 | $577,238 | $766,602 |
Restricted cash | 265,310 | 265,173 | 264,992 | |
Accounts receivable, net of allowance of $86,372, $72,535, $35,535, and $47,595 respectively | 493,587 | 364,788 | 239,671 | 215,099 |
Accounts receivable, secured - related party | 772,793 | |||
Note receivable from officer, secured - related party | 150,000 | |||
Prepaid expenses | 350,022 | 165,426 | 192,533 | 103,268 |
Net assets from discontinued operations (Note 1) | 257,322 | 113,822 | 393,214 | 632,135 |
Other current assets | 69,000 | 210 | ||
Total current assets | 2,007,250 | 1,634,191 | 1,736,648 | 2,640,107 |
Property and equipment: | ||||
Call center equipment | 121,313 | 121,313 | 121,313 | 121,313 |
Computer and office equipment | 64,336 | 61,036 | 45,718 | 38,577 |
Furniture and fixtures | 32,914 | 32,914 | 11,336 | |
Library (online) | 100,000 | 100,000 | 100,000 | 100,000 |
Software | 1,619,226 | 1,518,142 | 1,388,824 | 927,455 |
Vehicle | 39,736 | |||
Total | 1,937,789 | 1,833,405 | 1,667,191 | 1,227,081 |
Less accumulated depreciation and amortization | -648,629 | -569,665 | -455,871 | -229,972 |
Total property and equipment, net | 1,289,160 | 1,263,740 | 1,211,320 | 997,109 |
Courseware, net | 178,124 | 208,095 | 253,571 | 369,831 |
Accounts receivable, secured - related party, net of allowance of $502,315, $502,315, $502,315 and $0, respectively | 270,478 | 270,478 | 270,478 | |
Other assets | 25,181 | 25,181 | 25,181 | 6,559 |
Total assets | 3,770,193 | 3,401,685 | 3,497,198 | 4,013,606 |
Current liabilities: | ||||
Accounts payable | 431,855 | 313,405 | 215,796 | 414,147 |
Accrued expenses | 126,462 | 128,569 | 75,912 | 128,303 |
Deferred revenue | 997,662 | 1,158,473 | 1,036,540 | 835,694 |
Notes payable, current portion | 6,383 | |||
Loan payable to stockholder | 1,000,491 | 491 | 491 | |
Deferred rent, current portion | 11,238 | 10,418 | 6,257 | 4,291 |
Convertible notes payable, current portion | 200,000 | 200,000 | ||
Net liabilities from discontinued operations (Note 1) | 332,817 | 124,504 | 226,430 | 719,107 |
Other current liabilities | 69,000 | |||
Total current liabilities | 3,100,525 | 1,935,860 | 1,630,426 | 2,107,925 |
Line of credit | 245,482 | 250,000 | 250,000 | 233,215 |
Loans payable (includes $50,000 to related parties) | 200,000 | |||
Convertible notes payable (includes $600,000 to related parties) | 600,000 | 600,000 | 800,000 | |
Notes payable | 8,768 | |||
Deferred rent | 18,271 | 21,450 | 15,017 | 21,274 |
Total liabilities | 3,964,278 | 2,807,310 | 2,695,443 | 2,571,182 |
Commitments and contingencies - See Note 10 | ||||
Temporary equity: | ||||
Series A preferred stock, $0.001 par value; 850,500 shares designated, none, none, and 850,395 shares issued and outstanding, respectively | 809,900 | |||
Series D preferred stock, $0.001 par value; 3,700,000 shares designated, none, none, and 1,176,750 shares issued and outstanding, respectively (liquidation value of $1,176,750) | 1,109,268 | |||
Series E preferred stock, $0.001 par value; 2,000,000 shares designated, none, none, and 1,700,000 shares issued and outstanding, respectively (liquidation value of $1,700,000) | 1,550,817 | |||
Total temporary equity | 3,469,985 | |||
Stockholders' equity (deficiency): | ||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized | ||||
Series C preferred stock, $0.001 par value; 11,411,400 shares designated, none, none, and 11,307,450 shares issued and outstanding, respectively (liquidation value of $11,307) | 11,307 | |||
Series B preferred stock, $0.001 par value; 368,421 shares designated, none, none, and 368,411 shares issued and outstanding, respectively | 368 | |||
Common stock, $0.001 par value; 120,000,000 shares authorized, 59,390,365 issued and 59,190,365 outstanding at July 31, 2013 and 58,573,222 issued and 58,373,222 outstanding at April 30, 2013, 55,243,719 issued and 55,043,719 outstanding at December 31, 2012 and 11,837,930 issued and outstanding at December 31, 2011 | 59,190 | 58,573 | 55,244 | 11,838 |
Additional paid-in capital | 13,662,387 | 13,345,888 | 12,153,615 | 3,275,296 |
Treasury stock (200,000 shares) | -70,000 | -70,000 | -70,000 | |
Accumulated deficit | -13,845,662 | -12,740,086 | -11,337,104 | -5,326,370 |
Total stockholders' equity (deficiency) | -194,085 | 594,375 | 801,755 | -2,027,561 |
Total liabilities and stockholders' equity (deficiency) | $3,770,193 | $3,401,685 | $3,497,198 | $4,013,606 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Assets | ||||
Current accounts receivables, allowance for doubtful accounts allowance | $86,372 | $72,535 | $35,535 | $47,595 |
Noncurrent accounts receivables, allowance for doubtful accounts allowance | 502,315 | 502,315 | 502,315 | |
Temporary equity: | ||||
Preferred stock, par value series A | $0.00 | $0.00 | $0.00 | |
Preferred stock, designated shares series A | 850,500 | 850,500 | 850,500 | |
Preferred stock, shares issued A | 850,395 | |||
Preferred stock, shares outstanding A | 850,395 | |||
Preferred stock, par value Series D | $0.00 | $0.00 | $0.00 | |
Preferred stock, designated shares Series D | 3,700,000 | 3,700,000 | 3,700,000 | |
Preferred stock, shares issued D | 1,176,750 | |||
Preferred stock, shares outstanding D | 1,176,750 | |||
liquidation value, Series D | 1,176,750 | 1,176,750 | 1,176,750 | |
Preferred stock, par value Series E | $0.00 | $0.00 | $0.00 | |
Preferred stock, designated shares Series E | 2,000,000 | 2,000,000 | 2,000,000 | |
Preferredstock, shares issued E | 1,700,000 | |||
Preferred stock, shares outstanding E | 1,700,000 | |||
liquidation value, Series E | 1,700,000 | 1,700,000 | 1,700,000 | |
Stockholders' Equity: | ||||
Preferred stock, par value | $0.00 | $0.00 | $0.00 | $0.00 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value Series C | $0.00 | $0.00 | $0.00 | |
Preferred stock, designated shares Series C | 11,411,400 | 11,411,400 | 11,411,400 | |
Preferred stock, shares issued C | 11,307,450 | |||
Preferred stock, shares outstanding C | 11,307,450 | |||
liquidation value, Series C | $11,307 | $11,307 | $11,307 | |
Preferred stock, par value Series B | $0.00 | $0.00 | $0.00 | |
Preferred stock, designated shares Series B | 368,421 | 368,421 | 368,421 | |
Preferred stock, shares issued B | 368,411 | |||
Preferred stock, shares outstanding B | 368,411 | |||
Commont Stock, par value | $0.00 | $0.00 | $0.00 | $0.00 |
Common stock, authorized shares | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 |
Common stock, issued shares | 59,390,365 | 58,573,222 | 55,243,719 | 11,837,930 |
Common stock, outstanding shares | 59,190,365 | 58,373,222 | 55,043,719 | 11,837,930 |
Treasury Stock, Shares | 200,000 | 200,000 | 200,000 | 200,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||
Jul. 31, 2013 | Jul. 31, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Statement [Abstract] | ||||||
Revenues | $929,993 | $698,152 | $1,229,096 | $745,656 | $2,684,931 | $2,346,238 |
Operating expenses | ||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 559,470 | 611,772 | 749,930 | 865,408 | 2,342,037 | 1,041,269 |
General and administrative | 1,373,056 | 1,393,282 | 1,670,812 | 2,123,685 | 5,235,282 | 3,593,956 |
Receivable collateral valuation service | 309,117 | 502,315 | ||||
Depreciation and amortization | 109,435 | 98,571 | 159,269 | 121,812 | 397,923 | 264,082 |
Total operating expenses | 2,041,961 | 2,412,742 | 2,580,011 | 3,110,905 | 8,477,557 | 4,899,307 |
Operating loss from continuing operations | -1,111,968 | -1,714,590 | -1,350,915 | -2,365,249 | -5,792,626 | -2,553,069 |
Other income (expense): | ||||||
Interest income | 289 | 104 | 330 | 672 | 4,592 | 2,656 |
Interest expense | -16,160 | -127,784 | -6,737 | -2,934 | -364,889 | -27,850 |
Gain on disposal of property and equipment | 5,879 | 5,879 | ||||
Other Income | 66,267 | |||||
Loss due to unauthorized borrowing | -14,876 | |||||
Total other expense, net | -15,871 | -127,680 | 59,860 | 3,617 | -354,418 | -40,070 |
Loss from continuing operations before income taxes | -1,127,839 | -1,842,270 | -1,291,055 | -2,361,632 | -6,147,044 | -2,593,139 |
Income tax expense (benefit) | ||||||
Loss from continuing operations | -1,127,839 | -1,842,270 | -1,291,055 | -2,361,632 | -6,147,044 | -2,593,139 |
Income (loss) from discontinued operations, net of income taxes | 22,263 | 90,043 | -111,927 | 148,513 | 136,310 | 457,566 |
Net loss | -1,105,576 | -1,752,227 | -1,402,982 | -2,213,119 | -6,010,734 | -2,135,573 |
Cumulative preferred stock dividends | -37,379 | -37,379 | -87,326 | |||
Net loss allocable to common stockholders | ($1,402,982) | ($2,250,498) | ($6,048,113) | ($2,222,899) | ||
Loss per share from continuing operations - basic and diluted | ($0.02) | ($0.05) | ($0.02) | ($0.11) | ($0.17) | ($0.17) |
Income per share from discontinued operations - basic and diluted | $0 | $0 | $0 | $0.01 | $0 | $0.03 |
Net loss per share allocable to common stockholders - basic and diluted | ($0.02) | ($0.05) | ($0.03) | ($0.11) | ($0.17) | ($0.14) |
Weighted average number of common shares outstanding: | ||||||
Basic and diluted | 58,527,790 | 35,295,204 | 56,089,884 | 21,135,361 | 35,316,681 | 15,377,413 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) (USD $) | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance - Amount at Dec. 31, 2010 | $21,000 | $3,850,809 | ($3,190,797) | $681,012 | |||
Beginning Balance - Shares at Dec. 31, 2010 | 21,000,000 | ||||||
Rescission of common shares, Shares | -170,100 | ||||||
Rescission of common shares, Amount | -170 | -164,830 | -165,000 | ||||
Common shares issued as part of merger, Shares | 3,200,000 | ||||||
Common shares issued as part of merger, Amount | 3,200 | 3,200 | |||||
Conversion of convertible notes into Series B preferred shares, Shares | 368,411 | ||||||
Conversion of convertible notes into Series B preferred shares, Amount | 368 | 349,632 | 350,000 | ||||
Conversion of common shares into Series C preferred shares, Shares | 11,307,450 | -11,307,450 | |||||
Conversion of common shares into Series C preferred shares, Amount | 11,307 | -11,307 | |||||
Issuance of common shares and warrants to settle accrued interest, amount | |||||||
Treasury shares acquired for cash, Shares | -884,520 | ||||||
Treasury shares acquired for cash, Amount | -885 | -760,315 | -761,200 | ||||
Stock-based compensation | |||||||
Net loss | -2,135,573 | -2,135,573 | |||||
Ending Balance, Amount at Dec. 31, 2011 | 368 | 11,307 | 11,838 | 3,275,296 | -5,326,370 | -2,027,561 | |
Ending Balance, Shares at Dec. 31, 2011 | 368,411 | 11,307,450 | 11,837,930 | ||||
Conversion of all preferred shares into common shares, Shares | -368,411 | -11,307,450 | 13,677,274 | ||||
Conversion of all preferred shares into common shares, Amount | -368 | -11,307 | 13,677 | 3,467,983 | 3,469,985 | ||
Recapitalization, Shares | 9,760,000 | ||||||
Recapitalization, Amount | 9,760 | -30,629 | -20,869 | ||||
Conversion of convertible notes into common shares, Shares | 5,293,152 | ||||||
Conversion of convertible notes into common shares, Amount | 5,293 | 1,770,532 | 1,775,825 | ||||
Issuance of common shares and warrants for cash, net of offering costs, Shares | 9,920,000 | ||||||
Issuance of common shares and warrants for cash, net of offering costs, Amount | 9,920 | 3,015,316 | 3,025,236 | ||||
Issuance of common shares and warrants due to price protection, Shares | 4,516,917 | ||||||
Issuance of common shares and warrants due to price protection, Amount | 4,517 | -4,517 | |||||
Issuance of common shares and warrants to settle accrued interest, Shares | 202,446 | ||||||
Issuance of common shares and warrants to settle accrued interest, amount | 203 | 70,451 | 70,654 | ||||
Treasury shares acquired for cash, Shares | -264,000 | ||||||
Treasury shares acquired for cash, Amount | -264 | -131,736 | -70,000 | -202,000 | |||
Issuance of common shares for services, Shares | 200,000 | ||||||
Issuance of common shares for services, Amount | 200 | 69,800 | 70,000 | ||||
Issuance of common shares and warrants for services, Shares | 100,000 | ||||||
Issuance of common shares and warrants for services, Amount | 100 | 42,900 | 43,000 | ||||
Issuance of stock options to officers to settle accrued payroll amount | 238,562 | 238,562 | |||||
Issuance of stock options to officers to settle note payable amount | 22,000 | 22,000 | |||||
Stock-based compensation | 347,657 | 347,657 | |||||
Net loss | -6,010,734 | -6,010,734 | |||||
Ending Balance, Amount at Dec. 31, 2012 | 55,244 | 12,153,615 | -70,000 | -11,337,104 | 801,755 | ||
Ending Balance, Shares at Dec. 31, 2012 | 55,243,719 | ||||||
Issuance of common shares and warrants for cash, net of offering costs, Shares | 3,329,503 | ||||||
Issuance of common shares and warrants for cash, net of offering costs, Amount | 3,329 | 1,038,211 | 1,041,540 | ||||
Issuance of common shares and warrants to settle accrued interest, amount | |||||||
Stock-based compensation | 154,062 | 154,062 | |||||
Net loss | -1,402,982 | -1,402,982 | |||||
Ending Balance, Amount at Apr. 30, 2013 | 58,573 | 13,345,888 | -70,000 | -12,740,086 | 594,375 | ||
Ending Balance, Shares at Apr. 30, 2013 | 58,573,222 | ||||||
Issuance of common shares for services, Shares | 617,143 | ||||||
Issuance of common shares for services, Amount | 617 | 215,383 | 216,000 | ||||
Offering cost for professional services from private placement | -48,240 | -48,240 | |||||
Stock-based compensation | 149,356 | 149,356 | |||||
Net loss | -1,105,576 | -1,105,576 | |||||
Ending Balance, Amount at Jul. 31, 2013 | $59,190 | $13,662,387 | ($70,000) | ($13,845,662) | ($194,085) | ||
Ending Balance, Shares at Jul. 31, 2013 | 59,190,365 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||
Jul. 31, 2013 | Jul. 31, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Cash flows from operating activities: | ||||||
Net loss | ($1,105,576) | ($1,752,227) | ($1,402,982) | ($2,213,119) | ($6,010,734) | ($2,135,573) |
Income (loss) from discontinued operations, net of income taxes | 22,263 | 90,043 | -111,927 | 148,513 | 136,310 | 457,566 |
Loss from continuing operations | -1,127,839 | -1,842,270 | -1,291,055 | -2,361,632 | -6,147,044 | -2,593,139 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Bad debt expense | 13,837 | 51,521 | 37,000 | 32,955 | 133,907 | 21,200 |
Receivable collateral valuation service | 309,117 | 502,315 | ||||
Amortization of debt issuance costs | 266,473 | |||||
Gain on disposal of property and equipment | -5,879 | -5,879 | ||||
Depreciation and amortization | 109,435 | 98,571 | 159,269 | 121,812 | 397,923 | 264,082 |
Loss on settlement of accrued interest | 3,339 | 3,339 | ||||
Issuance of convertible notes in exchange for services rendered | 38,175 | 38,175 | 22,000 | |||
Stock-based compensation | 149,356 | 52,701 | 154,062 | 81,605 | 347,657 | |
Common shares and warrants issued for services rendered | 25,060 | 113,000 | ||||
Changes in operating assets and libilities, net of effects of acquisition: | ||||||
Accounts receivable | -142,635 | -184,347 | -288,117 | -30,001 | -327,524 | 468,424 |
Accounts receivable, secured - related party | 7,376 | |||||
Prepaid expenses | 6,345 | 31,187 | 27,107 | -44,683 | -89,265 | -97,474 |
Other current assets | 69,000 | 210 | -68,790 | -210 | ||
Other assets | -20,000 | -18,622 | ||||
Accounts payable | 118,450 | 48,867 | 97,609 | 727,214 | -186,701 | 390,628 |
Accrued expenses | -2,107 | -23,561 | 52,658 | 191,532 | 252,771 | -123,338 |
Deferred rent | -2,359 | -1,430 | 10,593 | -1,073 | -4,291 | -2,324 |
Deferred revenue | -160,811 | 16,862 | 121,933 | 114,162 | 200,846 | -36,555 |
Other current liabilities | -69,000 | 69,000 | ||||
Net cash used in operating activities | -1,013,268 | -1,462,782 | -918,941 | -1,132,264 | -4,522,710 | -1,679,330 |
Cash flow from investing activities: | ||||||
Cash acquired as part of merger | -378 | 337 | 3,200 | |||
Purchases of property and equipment | -104,385 | -91,661 | -166,214 | -200,933 | -479,846 | -1,060,887 |
Purchases of courseware | -500 | -13,200 | -8,200 | -25,300 | -54,090 | |
Increase in restricted cash | -137 | -181 | -264,992 | |||
Advances to officer for note receivable | -388,210 | |||||
Proceeds received from officer loan repayment | 150,000 | 150,000 | 238,210 | |||
Net cash used in investing activities | -105,022 | -104,861 | -166,395 | -59,511 | -619,801 | -1,261,777 |
Cash flows from financing activities: | ||||||
Proceeds from (repayments on) line of credit, net | -4,518 | 25,000 | -8,215 | 16,785 | -10,284 | |
Proceeds from issuance of common shares and warrants, net | 1,041,540 | 3,025,236 | ||||
Principal payment on note payable | -30,871 | |||||
Proceeds received from issuance of convertible notes and warrants | 947,000 | 1,059,000 | 1,706,000 | 255,000 | ||
Offering costs associated with private placement | -48,240 | |||||
Proceeds from related party for convertible notes | 1,000,000 | 22,000 | 600,000 | 73,000 | ||
Proceeds from issuance of series A, D and E preferred stock | 3,469,985 | |||||
Payments for stockholder rescissions | -165,000 | |||||
Proceeds from note payable | 22,000 | |||||
Disbursements to purchase treasury shares | -202,000 | -761,200 | ||||
Disbursements for debt issuance costs | -68,888 | -112,020 | -266,473 | |||
Net cash provided by financing activities | 947,242 | 925,112 | 1,041,540 | 938,765 | 4,901,548 | 2,830,630 |
Cash flows from discontinued operations: | ||||||
Cash flows from operating activities | 87,075 | 255,774 | 191,540 | 78,398 | 51,599 | 582,241 |
Net cash provided by discontinued operations | 87,075 | 255,774 | 191,540 | 78,398 | 51,599 | 582,241 |
Net increase (decrease) in cash and cash equivalents | -83,973 | -386,757 | 147,744 | -174,612 | -189,364 | 471,764 |
Cash and cash equivalents at beginning of year | 724,982 | 591,990 | 577,238 | 766,602 | 766,602 | 294,838 |
Cash and cash equivalents at end of year | 641,009 | 205,233 | 724,982 | 591,990 | 577,238 | 766,602 |
Supplemental disclosure of cash flow information: | ||||||
Cash paid for interest | 11,158 | 2,196 | 1,494 | 2,681 | 273,718 | 34,804 |
Cash paid for income taxes | ||||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Conversion of all preferred shares into common shares | 3,469,985 | 3,469,985 | ||||
Conversion of convertible notes payable into common shares | 20,000 | 1,775,825 | ||||
Issuance of stock options to officers to settle accrued payroll | 238,562 | |||||
Conversion of loans payable to convertible notes payable | 200,000 | 200,000 | ||||
Issuance of common shares and warrants to settle accrued interest | 70,654 | |||||
Issuance of stock options to officers to settle note payable | 22,000 | 22,000 | ||||
Liabilities assumed in recapitalization | 21,206 | 21,206 | ||||
Settlement of notes payable by disposal of property and equipment | 15,151 | 15,151 | ||||
Issuance of convertible notes payable to pay for accounts payable | 11,650 | 11,650 | ||||
Conversion of convertible notes payable into Preferred Series B shares | 350,000 | |||||
Stock Issued | $216,000 |
Nature_of_Operations_and_Going
Nature of Operations and Going Concern | 3 Months Ended | 4 Months Ended | ||||||||||||||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||||||||||||||||||||||
Notes To Financial Statements [Abstract] | ||||||||||||||||||||||||||
1. Nature of Operations and Going Concern | Note 1.Nature of Operations and Going Concern | Note 1. Nature of Operations and Going Concern | ||||||||||||||||||||||||
Overview | Overview | |||||||||||||||||||||||||
Aspen Group, Inc. (together with its subsidiary, the "Company" or "Aspen") was founded in Colorado in 1987 as the International School of Information Management. On September 30, 2004, it was acquired by Higher Education Management Group, Inc. ("HEMG") and changed its name to Aspen University Inc. On March 13, 2012, the Company was recapitalized in a reverse merger. All references to the Company or Aspen before March 13, 2012 are to Aspen University Inc. | Aspen Group, Inc. (together with its subsidiaries, the "Company" or "Aspen") was founded in Colorado in 1987 as the International School of Information Management. On September 30, 2004, it was acquired by Higher Education Management Group, Inc. ("HEMG") and changed its name to Aspen University Inc. On March 13, 2012, the Company was recapitalized in a reverse merger (See Note 12). All references to the Company or Aspen before March 13, 2012 are to Aspen University, Inc. ("Aspen University"). | |||||||||||||||||||||||||
On April 5, 2013, the Company gave 120-day notice to CLS 123, LLC of its intent to terminate the agreement between the Company and CLS 123, LLC dated November 9, 2011. Moreover, at the end of the 120-day period, the Company shall no longer be offering the "Certificate in Information Technology with a specialization in Smart Home Integration" program. Accordingly, the activities related to CLS (or the "Smart Home Integration Certificate" program) are treated as discontinued operations. As this component of the business was not sold, there was no gain or loss on the disposition of this component (see below "Basis of Presentation"). | On April 5, 2013, the Company gave 120-day notice to CLS 123, LLC of its intent to terminate the agreement between the Company and CLS 123, LLC dated November 9, 2011. Moreover, at the end of the 120-day period, the Company shall no longer be offering the "Certificate in Information Technology with a specialization in Smart Home Integration" program. Accordingly, the activities related to CLS (or the "Smart Home Integration Certificate" program) are treated as discontinued operations. As this component of the business was not sold, there was no gain or loss on the disposition of this component (see below "Discontinued Operations"). | |||||||||||||||||||||||||
On April 25, 2013, our Board of Directors approved a change in our fiscal year-end from December 31 to April 30, with the change to the calendar year reporting cycle beginning May 1, 2013. Consequently, we filed a Transition Report on Form 10-KT for the four-month transition period ended April 30, 2013. | On April 25, 2013, our Board of Directors approved a change in our fiscal year-end from December 31 to April 30, with the change to the calendar year reporting cycle beginning May 1, 2013. Consequently, we are filing a Transition Report on Form 10-KT for the four-month transition period ended April 30, 2013. References in this report to fiscal 2012 and 2011 indicate the calendar years ended December 31, 2012 and 2011, respectively. Financial information in these notes with respect to the four months ended April 30, 2012 is unaudited. | |||||||||||||||||||||||||
Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. One of the key differences between Aspen and other publicly-traded, exclusively online, for-profit universities is that approximately 86% of our full-time degree-seeking students (as of July 31, 2013) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, we have been nationally accredited by the Distance Education and Training Council ("DETC"), a national accrediting agency recognized by the U.S. Department of Education (the "DOE"). | Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. One of the key differences between Aspen and other publicly-traded, exclusively online, for-profit universities is that approximately 87% of our degree-seeking students (as of April 30, 2013) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, we have been nationally accredited by the Distance Education and Training Council ("DETC"), a national accrediting agency recognized by the U.S. Department of Education (the "DOE"). | |||||||||||||||||||||||||
Basis of Presentation | Merger with Education Growth Corporation | |||||||||||||||||||||||||
1. Interim Financial Statements | On May 19, 2011, the Company closed an Agreement and Plan of Merger (the "Merger Agreement") wherein the Company acquired Education Growth Corporation, Inc. ("EGC"), a privately-held corporation formed in Delaware on January 21, 2011. EGC merged with and into Aspen University Inc. and Aspen University Inc. was the surviving corporation. | |||||||||||||||||||||||||
The interim condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of the Company's management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three months ended July 31, 2013 and 2012, our cash flows for the three months ended July 31, 2013 and 2012, and our financial position as of July 31, 2013 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. | The consideration with respect to the merger with EGC consisted of 3,200,000 shares of common stock of the Company. EGC was not an operating company and it did not meet the definition of a business for business combination accounting. EGC did possess intellectual property and, accordingly, the merger was accounted for as an asset acquisition. Since the stockholders of EGC acquired more than a 10% voting interest in the Company, the asset acquisition was accounted for in accordance with Staff Accounting Bulletin, Topic 5G, "Transfers of Nonmonetary Assets by Promoters or Shareholders". Accordingly, the assets acquired in the merger have been recorded at the transferors' historical cost basis determined under GAAP. The net purchase price, including acquisition costs paid, was allocated to assets acquired and liabilities assumed as follows: | |||||||||||||||||||||||||
Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim consolidated financial statements. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Report on Form 10-KT for the period ended April 30, 2013 as filed with the SEC on July 30, 2013. The April 30, 2013 balance sheet is derived from those statements. | ||||||||||||||||||||||||||
Current assets (including cash of $3,200) | $ | 3,200 | ||||||||||||||||||||||||
2. Discontinued Operations | Intangible assets | - | ||||||||||||||||||||||||
Liabilities assumed | - | |||||||||||||||||||||||||
As of March 31, 2013, the Company decided to discontinue business activities related to its "Certificate in Information Technology with a specialization in Smart Home Integration" program so that it may focus on growing its full-time, degree-seeking student programs, which have higher gross margins. On April 5, 2013, the Company gave 120-day notice to CLS 123, LLC of its intent to terminate the agreement between the Company and CLS 123, LLC dated November 9, 2011. Thus, as of August 3, 2013, the Company shall no longer be offering the "Certificate in Information Technology with a specialization in Smart Home Integration" program. The termination of the "Smart Home Integration Certificate" program qualifies as a discontinued operation and accordingly the Company has excluded results for this component from its continuing operations in the condensed consolidated statements of operations for all periods presented. The following table shows the results of the "Smart Home Integration Certificate" program component included in the income (loss) from discontinued operations: | Net purchase price | $ | 3,200 | |||||||||||||||||||||||
Intangible assets acquired include a proprietary database of education-specific media publishers, a database of key words and performance metrics specific to the internet search channel of the education market, and a proprietary lead database processing architecture. | ||||||||||||||||||||||||||
For the | ||||||||||||||||||||||||||
Three Months Ended | Discontinued Operations | |||||||||||||||||||||||||
July 31, | ||||||||||||||||||||||||||
2013 | 2012 | As of March 31, 2013, the Company decided to discontinue business activities related to its "Certificate in Information Technology with a specialization in Smart Home Integration" program so that it may focus on growing its full-time, degree-seeking student programs, which have higher gross margins. On April 5, 2013, the Company gave 120-day notice to CLS 123, LLC of its intent to terminate the agreement between the Company and CLS 123, LLC dated November 9, 2011. Thus, as of August 3, 2013, the Company shall no longer be offering the "Certificate in Information Technology with a specialization in Smart Home Integration" program. The termination of the "Smart Home Integration Certificate" program qualifies as a discontinued operation and accordingly the Company has excluded results for this component from its continuing operations in the consolidated statements of operations for all periods presented. All relevant footnotes have been revised as applicable to conform to the discontinued operations presentation. The following table shows the results of the "Smart Home Integration Certificate" program component included in the income from discontinued operations: | ||||||||||||||||||||||||
Revenues | $ | 222,625 | $ | 659,790 | ||||||||||||||||||||||
For the Four Months Ended | For the Year Ended | |||||||||||||||||||||||||
Costs and expenses: | April 30, | December 31, | ||||||||||||||||||||||||
Instructional costs and services | 200,362 | 569,747 | 2013 | 2012 | 2012 | 2011 | ||||||||||||||||||||
Total costs and expenses | 200,362 | 569,747 | (Unaudited) | |||||||||||||||||||||||
Income (loss) from discontinued operations, net of income taxes | $ | 22,263 | $ | 90,043 | Revenues | $ | 140,732 | $ | 1,077,875 | $ | 2,332,283 | $ | 2,131,693 | |||||||||||||
The major classes of assets and liabilities of discontinued operations on the balance sheet are as follows: | Costs and expenses: | |||||||||||||||||||||||||
Cost of revenues | 126,659 | 929,362 | 2,026,928 | 1,674,127 | ||||||||||||||||||||||
General and administrative | 126,000 | - | 169,045 | - | ||||||||||||||||||||||
July 31, | April 30, | Total costs and expenses | 252,659 | 929,362 | 2,195,973 | 1,674,127 | ||||||||||||||||||||
2013 | 2013 | |||||||||||||||||||||||||
Assets | Income (loss) from discontinued operations, net of income taxes | $ | (111,927 | ) | $ | 148,513 | $ | 136,310 | $ | 457,566 | ||||||||||||||||
Cash and cash equivalents | $ | - | $ | - | ||||||||||||||||||||||
Accounts receivable, net of allowance of $295,045 and $295,045, respectively | 257,322 | 113,822 | The major classes of assets and liabilities of discontinued operations on the balance sheet are as follows: | |||||||||||||||||||||||
Other current assets | - | - | ||||||||||||||||||||||||
Net assets from discontinued operations | $ | 257,322 | $ | 113,822 | ||||||||||||||||||||||
April 30, | December 31, | |||||||||||||||||||||||||
Liabilities | 2013 | 2012 | 2011 | |||||||||||||||||||||||
Accounts payable | $ | 1,178 | $ | 1,178 | Assets | |||||||||||||||||||||
Accrued expenses | 202,389 | 70,201 | Cash and cash equivalents | $ | - | $ | 67,750 | $ | - | |||||||||||||||||
Deferred revenue | 129,250 | 53,125 | Accounts receivable, net of allowance of $295,045, $169,045 and $0, respectively | 113,822 | 322,026 | 632,135 | ||||||||||||||||||||
Net liabilities from discontinued operations | $ | 332,817 | $ | 124,504 | Other current assets | - | 3,438 | - | ||||||||||||||||||
Net assets from discontinued operations | $ | 113,822 | $ | 393,214 | $ | 632,135 | ||||||||||||||||||||
Going Concern | ||||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||
The Company had a net loss of $1,105,576 and negative cash flows from operations of $1,013,268 for the three months ended July 31, 2013. While management expects operating trends to improve over the course of 2013, if the realization of the expected improvement fails to occur, it is possible the Company's ability to continue as a going concern may be contingent on securing additional debt or equity financing from outside investors. These matters raise substantial doubt about the Company's ability to continue as a going concern. | Accounts payable | $ | 1,178 | $ | 1,178 | $ | 679,882 | |||||||||||||||||||
Accrued expenses | 70,201 | 185,395 | 39,225 | |||||||||||||||||||||||
Management has continued to implement its business plan and fund operations through equity securities and convertible debt. In September 2013, the Company and an institutional investor (the "Institutional Investor") signed a Term Sheet with respect to a loan of up to $2,240,000 to be evidenced by 18 month original issue discount convertible debentures (the "Debentures") with gross proceeds of $2,000,000. The investor has agreed, subject to completion of due diligence, execution of a definitive Securities Purchase Agreement and customary closing conditions to lend the Company $1,500,000. The Company expects to receive the remaining $500,000 from other investors. To this end, in September 2013 Company entered into an engagement agreement with Laidlaw & Co. ("Laidlaw") to act as placement agent for the offering and receive customary compensation. Laidlaw has introduced the Institutional Investor. In addition, in September 2013 the Company entered into a letter of intent with Olympus Securities, LLC to raise the remaining $500,000 in exchange for customary compensation. | Deferred revenue | 53,125 | 39,857 | - | ||||||||||||||||||||||
Net liabilities from discontinued operations | $ | 124,504 | $ | 226,430 | $ | 719,107 | ||||||||||||||||||||
The unaudited consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | ||||||||||||||||||||||||||
Going Concern | ||||||||||||||||||||||||||
The Company had a net loss allocable to common stockholders of $1,402,982 and negative cash flows from operations of $918,941 for the four months ended April 30, 2013 and net loss allocable to common stockholders of $6,048,113 and negative cash flows from operations of $4,522,710 for the year ended December 31, 2012. While management expects operating trends to improve over the course of calendar year 2013, the Company's ability to continue as a going concern is contingent on securing additional debt or equity financing from outside investors. These matters raise substantial doubt about the Company's ability to continue as a going concern. | ||||||||||||||||||||||||||
Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of debt and equity securities. During 2012, the Company raised $5,778,000 in gross funding including: (i) $1,706,000 from the sale of convertible notes and warrants under the Laidlaw arrangement (See Note 9), (ii) $600,000 from the sale of convertible notes to the Company's chief executive officer (the "CEO") (See Notes 9 and 15), and (iii) $3,472,000 from Units (consisting of common stock and warrants) (See Note 12). Since the beginning of 2013, the Company has received an additional $1,041,540 in funding from the sale of Units (consisting of shares of common stock and warrants). (See Note 12.) Aspen Group is planning to conduct a future offering in Fall of 2013 to raise up to $7 million from the sale of equity securities with the goal of meeting part of the NASDAQ's initial listing standards. These proceeds will be used to meet cash flow deficits and to accelerate the growth of the business. | ||||||||||||||||||||||||||
The consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended | 4 Months Ended | ||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||||||||||
Notes To Financial Statements [Abstract] | ||||||||||||||
2. Significant Accounting Policies | Note 2. Significant Accounting Policies | Note 2. Significant Accounting Policies | ||||||||||||
Principles of Consolidation | Principles of Consolidation | |||||||||||||
The unaudited consolidated financial statements include the accounts of Aspen Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | The consolidated financial statements include the accounts of Aspen Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||
Use of Estimates | Use of Estimates | |||||||||||||
The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements. Actual results could differ from those estimates. Significant estimates in the accompanying unaudited condensed consolidated financial statements include the allowance for doubtful accounts and other receivables, the valuation of collateral on certain receivables, amortization periods and valuation of courseware and software development costs, valuation of stock-based compensation, the valuation of net assets and liabilities from discontinued operations and the valuation allowance on deferred tax assets. | The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the allowance for doubtful accounts and other receivables, the valuation of collateral on certain receivables, amortization periods and valuation of courseware and software development costs, valuation of stock-based compensation, the valuation of net assets and liabilities from discontinued operations and the valuation allowance on deferred tax assets. | |||||||||||||
Restricted Cash | Cash and Cash Equivalents | |||||||||||||
Restricted cash represents amounts pledged as security for letters of credit for transactions involving Title IV programs. The Company considers $265,310 as restricted cash (shown as a current asset as of July 31, 2013) until such letter of credit expires on December 31, 2013. As of July 31, 2013, the account bears interest of 0.20%. | The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. | |||||||||||||
Fair Value Measurements | Restricted Cash | |||||||||||||
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: | Restricted cash represents amounts pledged as security for letters of credit for transactions involving Title IV programs. | |||||||||||||
Level 1-Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; | Consistent with the Higher Education Act, Aspen's certification to participate in Title IV programs terminated after closing of the reverse merger, and Aspen applied to DOE to reestablish its eligibility and certification to participate in the Title IV programs. However, in order to avoid significant disruption in disbursements of Title IV funds, the DOE may temporarily and provisionally certify an institution, like Aspen, that is seeking approval of a change in ownership under certain circumstances while the DOE reviews the institution's application. In response to DOE requests, the Company pledged a $105,865 letter of credit to the DOE on March 27, 2012 and on August 31, 2012, the Company pledged an additional $158,800 to the letter of credit and extended the due date to December 31, 2013. The Company considers $265,173 (includes accrued interest of $508) and $264,992 (includes accrued interest of $327) as restricted cash (shown as a current asset as of April 30, 2013 and December 31, 2012, respectively) until such letter of credit expires. As of April 30, 2013, the account bears interest of 0.25%. | |||||||||||||
Level 2-Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and 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 and liabilities; and | ||||||||||||||
Level 3-Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. | Fair Value Measurements | |||||||||||||
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. | Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: | |||||||||||||
Revenue Recognition and Deferred Revenue | · | |||||||||||||
Level 1-Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; | ||||||||||||||
Revenues consist primarily of tuition and fees derived from courses taught by the Company online as well as from related educational resources that the Company provides to its students, such as access to our online materials and learning management system. Tuition revenue is recognized pro-rata over the applicable period of instruction. The Company maintains an institutional tuition refund policy, which provides for all or a portion of tuition to be refunded if a student withdraws during stated refund periods. Certain states in which students reside impose separate, mandatory refund policies, which override the Company's policy to the extent in conflict. If a student withdraws at a time when a portion or none of the tuition is refundable, then in accordance with its revenue recognition policy, the Company recognizes as revenue the tuition that was not refunded. Since the Company recognizes revenue pro-rata over the term of the course and because, under its institutional refund policy, the amount subject to refund is never greater than the amount of the revenue that has been deferred, under the Company's accounting policies revenue is not recognized with respect to amounts that could potentially be refunded. The Company's educational programs have starting and ending dates that differ from its fiscal quarters. Therefore, at the end of each fiscal quarter, a portion of revenue from these programs is not yet earned and is therefore deferred. The Company also charges students annual fees for library, technology and other services, which are recognized over the related service period. Deferred revenue represents the amount of tuition, fees, and other student payments received in excess of the portion recognized as revenue and it is included in current liabilities in the accompanying consolidated balance sheets. Other revenues may be recognized as sales occur or services are performed. | · | |||||||||||||
Level 2-Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and 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 and liabilities; and | ||||||||||||||
Revenue Recognition and Deferred Revenue - Discontinued Operations | · | |||||||||||||
Level 3-Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. | ||||||||||||||
The Company enters into certain revenue sharing arrangements with consultants whereby the consultants will develop course content primarily for technology-related courses, recommend, but not select, faculty, lease equipment on behalf of the Company for instructional purposes for the on-site laboratory portion of distance learning courses and make introductions to corporate and government sponsoring organizations that provide students for the courses. The Company has evaluated ASC 605-45 "Principal Agent Considerations" and determined that there are more indicators than not that the Company is the primary obligor in the arrangements since the Company establishes the tuition, interfaces with the student or sponsoring organization, selects the faculty, is responsible for delivering the course, is responsible for issuing any degrees or certificates, and is responsible for collecting the tuition and fees. The gross tuition and fees are included in revenues while the revenue sharing payments are included in instructional costs and services, an operating expense. As a result of presenting this component as discontinued operations, the revenues are now included in income (loss) from discontinued operations, net of income taxes for all periods presented (See Note 1). | ||||||||||||||
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. | ||||||||||||||
Net Loss Per Share | ||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts Receivable | ||||||||||||||
Net loss per common share is based on the weighted average number of common shares outstanding during each period. Options to purchase 9,110,592 and 2,070,000 common shares, warrants to purchase 9,090,292 and 882,500 common shares, and $800,000 and $650,000 of convertible debt (convertible into 1,357,143 and 951,126 common shares) were outstanding during the three months ended July 31, 2013 and 2012, respectively, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. The options, warrants and convertible debt are considered to be common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive. | ||||||||||||||
Accounts receivable consist primarily of amounts due for tuition, technology fees and other fees for students who are in the course of completing a degree or certificate program. Students generally fund their education through personal funds, grants and/or loans under various DOE Title IV programs, or tuition assistance from military and corporate employers. Accounts receivable also includes secured amounts presented as non-current due from the sale of courseware to a former related party. | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
All students are required to select both a primary and secondary payment option with respect to amounts due to the Company for tuition, fees and other expenses. The most common payment option for the Company's students is personal funds or payment made on their behalf by an employer. In instances where a student selects financial aid as the primary payment option, he or she often selects personal cash as the secondary option. If a student who has selected financial aid as his or her primary payment option withdraws prior to the end of a course but after the date that the Company's institutional refund period has expired, the student will have incurred the obligation to pay the full cost of the course. If the withdrawal occurs before the date at which the student has earned 100% of his or her financial aid, the Company will have to return all or a portion of the funds to the DOE and the student will owe the Company all amounts incurred that are in excess of the amount of financial aid that the student earned and that the Company is entitled to retain. In this case, the Company must collect the receivable using the student's second payment option. | ||||||||||||||
We have implemented all new accounting standards that are in effect and that may impact our unaudited consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations. | ||||||||||||||
For accounts receivable from students, the Company records an allowance for doubtful accounts for estimated losses resulting from the inability, failure or refusal of its students to make required payments, which includes the recovery of financial aid funds advanced to a student for amounts in excess of the student's cost of tuition and related fees. The Company determines the adequacy of its allowance for doubtful accounts using a general reserve method based on an analysis of its historical bad debt experience, current economic trends, and the aging of the accounts receivable and student status. The Company applies reserves to its receivables based upon an estimate of the risk presented by the age of the receivables and student status. The Company writes off accounts receivable balances at the time the balances are deemed uncollectible. The Company continues to reflect accounts receivable with an offsetting allowance as long as management believes there is a reasonable possibility of collection. | ||||||||||||||
For accounts receivable from primary payors other than students, the Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations, such as bankruptcy proceedings and receivable amounts outstanding for an extended period beyond contractual terms. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. | ||||||||||||||
Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. | ||||||||||||||
Property and Equipment | ||||||||||||||
Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets per the following table. | ||||||||||||||
Category | Depreciation Term | |||||||||||||
Call center equipment | 5 years | |||||||||||||
Computer and office equipment | 5 years | |||||||||||||
Furniture and fixtures | 7 years | |||||||||||||
Library (online) | 3 years | |||||||||||||
Software | 5 years | |||||||||||||
Vehicle | 5 years | |||||||||||||
Costs incurred to develop internal-use software during the preliminary project stage are expensed as incurred. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended. Capitalization ceases at the point the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of five years of the internal-use software development costs and related upgrades and enhancements. When existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use. | ||||||||||||||
Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets. | ||||||||||||||
Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation and amortization are removed and a gain or loss is recorded in the consolidated statements of operations. Repairs and maintenance costs are expensed in the period incurred. | ||||||||||||||
Courseware | ||||||||||||||
The Company records the costs of courseware in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 350 "Intangibles - Goodwill and Other". | ||||||||||||||
Generally, costs of courseware are capitalized whereas costs for upgrades and enhancements are expensed as incurred. Courseware is stated at cost less accumulated amortization. Amortization is provided for on a straight-line basis over the expected useful life of five years. | ||||||||||||||
Long-Lived Assets | ||||||||||||||
The Company assesses potential impairment to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, a significant decline in the Company's stock price for a sustained period of time, and changes in the Company's business strategy. An impairment loss is recorded when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results. | ||||||||||||||
Leases | ||||||||||||||
The Company enters into various lease agreements in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. Leases may contain initial periods of free rent and/or periodic escalations. When such items are included in a lease agreement, the Company records rent expense on a straight-line basis over the initial term of a lease. The difference between the rent payment and the straight-line rent expense is recorded as a deferred rent liability. The Company expenses any additional payments under its operating leases for taxes, insurance or other operating expenses as incurred. | ||||||||||||||
Revenue Recognition and Deferred Revenue | ||||||||||||||
Revenues consist primarily of tuition and fees derived from courses taught by the Company online as well as from related educational resources that the Company provides to its students, such as access to our online materials and learning management system. Tuition revenue is recognized pro-rata over the applicable period of instruction. The Company allows a student to make three monthly tuition payments during each 10-week class. The Company maintains an institutional tuition refund policy, which provides for all or a portion of tuition to be refunded if a student withdraws during stated refund periods. Certain states in which students reside impose separate, mandatory refund policies, which override the Company's policy to the extent in conflict. If a student withdraws at a time when a portion or none of the tuition is refundable, then in accordance with its revenue recognition policy, the Company recognizes as revenue the tuition that was not refunded. Since the Company recognizes revenue pro-rata over the term of the course and because, under its institutional refund policy, the amount subject to refund is never greater than the amount of the revenue that has been deferred, under the Company's accounting policies revenue is not recognized with respect to amounts that could potentially be refunded. The Company's educational programs have starting and ending dates that differ from its fiscal quarters. Therefore, at the end of each fiscal quarter, a portion of revenue from these programs is not yet earned and is therefore deferred. The Company also charges students annual fees for library, technology and other services, which are recognized over the related service period. Deferred revenue represents the amount of tuition, fees, and other student payments received in excess of the portion recognized as revenue and it is included in current liabilities in the accompanying consolidated balance sheets. Other revenues may be recognized as sales occur or services are performed. | ||||||||||||||
Revenue Recognition and Deferred Revenue - Discontinued Operations | ||||||||||||||
The Company enters into certain revenue sharing arrangements with consultants whereby the consultants will develop course content primarily for technology-related courses, recommend, but not select, faculty, lease equipment on behalf of the Company for instructional purposes for the on-site laboratory portion of distance learning courses and make introductions to corporate and government sponsoring organizations that provide students for the courses. The Company has evaluated ASC 605-45 "Principal Agent Considerations" and determined that there are more indicators than not that the Company is the primary obligor in the arrangements since the Company establishes the tuition, interfaces with the student or sponsoring organization, selects the faculty, is responsible for delivering the course, is responsible for issuing any degrees or certificates, and is responsible for collecting the tuition and fees. The gross tuition and fees are included in revenues while the revenue sharing payments are included in instructional costs and services, an operating expense. As a result of presenting this component as discontinued operations, the revenues are now included in income from discontinued operations, net of income taxes for all periods presented (See Note 1). | ||||||||||||||
Cost of Revenues | ||||||||||||||
Cost of revenues consists of two categories of cost, instructional costs and services, and marketing and promotional costs. | ||||||||||||||
Instructional Costs and Services | ||||||||||||||
Instructional costs and services consist primarily of costs related to the administration and delivery of the Company's educational programs. This expense category includes compensation for faculty and administrative personnel, costs associated with online faculty, technology license costs and costs associated with other support groups that provide services directly to the students. | ||||||||||||||
Marketing and Promotional Costs | ||||||||||||||
Marketing and promotional costs include costs associated with purchasing leads, producing marketing materials, and advertising. Such costs are generally affected by the cost of advertising media and leads, the efficiency of the Company's marketing and recruiting efforts, and expenditures on advertising initiatives for new and existing academic programs. Advertising costs consists primarily of marketing leads and other branding and promotional activities. Non-direct response advertising activities are expensed as incurred, or the first time the advertising takes place, depending on the type of advertising activity. | ||||||||||||||
General and Administrative | ||||||||||||||
General and administrative expenses include compensation of employees engaged in corporate management, finance, human resources, information technology, compliance and other corporate functions. General and administrative expenses also include professional services fees, bad debt expense related to accounts receivable, financial aid processing costs, non-capitalizable courseware and software costs, travel and entertainment expenses and facility costs. | ||||||||||||||
Reclassifications | ||||||||||||||
For the four months ended April 30, 2013, the Company changed its presentation in the Statement of Operations to present a cost of revenues line item. Certain amounts in the 2012 and 2011 Consolidated Financial Statements have been reclassified to conform to this new presentation as follows: | ||||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||
Reclassifications | ||||||||||||||
As Previously | Cost of | As | ||||||||||||
Reported | Revenues | Reclassified | ||||||||||||
Expenses | ||||||||||||||
Cost of revenues (exclusive of depreciation and and amortization shown separately below) | $ | - | $ | 2,342,037 | $ | 2,342,037 | ||||||||
Instructional costs and services | 899,909 | (899,909 | ) | - | ||||||||||
Marketing and promotional | 1,442,128 | (1,442,128 | ) | - | ||||||||||
General and administrative | 5,235,282 | - | 5,235,282 | |||||||||||
Receivable collateral valuation reserve | 502,315 | 502,315 | ||||||||||||
Depreciation and amortization | 397,923 | 397,923 | ||||||||||||
Total costs and expenses | $ | 8,477,557 | $ | - | $ | 8,477,557 | ||||||||
For the Year Ended December 31, 2011 | ||||||||||||||
Reclassifications | ||||||||||||||
As Previously | Cost of | As | ||||||||||||
Reported | Revenues | Reclassified | ||||||||||||
Expenses | ||||||||||||||
Cost of revenues (exclusive of depreciation and and amortization shown separately below) | $ | - | $ | 1,041,269 | $ | 1,041,269 | ||||||||
Instructional costs and services | 525,907 | (525,907 | ) | - | ||||||||||
Marketing and promotional | 515,362 | (515,362 | ) | - | ||||||||||
General and administrative | 3,593,956 | - | 3,593,956 | |||||||||||
Depreciation and amortization | 264,082 | - | 264,082 | |||||||||||
Total costs and expenses | $ | 4,899,307 | $ | - | $ | 4,899,307 | ||||||||
Income Taxes | ||||||||||||||
The Company uses the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. The Company has deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets are subject to periodic recoverability assessments. Realization of the deferred tax assets, net of deferred tax liabilities, is principally dependent upon achievement of projected future taxable income. | ||||||||||||||
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company accounts for uncertainty in income taxes using a two-step approach for evaluating tax positions. Step one, recognition, occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Step two, measurement, is only addressed if the position is more likely than not to be sustained. Under step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. For non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the prorata compensation expense is adjusted accordingly until such time the non-employee award is fully vested, at which time the total compensation recognized to date shall equal the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient's performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. | ||||||||||||||
Net Loss Per Share | ||||||||||||||
Net loss per share of common stock is based on the weighted average number of shares outstanding during each year. Options to purchase 7,614,381 shares of common stock, warrants to purchase 9,090,292 shares of common stock, and $800,000 of convertible debt (convertible into 1,357,143 shares of common stock) were outstanding during the four months ended April 30, 2013, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. Options to purchase 6,972,967 shares of common stock, warrants to purchase 8,112,696 shares of common stock, and $800,000 of convertible debt (convertible into 1,357,143 shares of common stock) were outstanding during the year ended December 31, 2012, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. Warrants to purchase 456,000 shares of common stock were outstanding during the year ended December 31, 2011, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. The options, warrants and convertible debt are considered to be common stock equivalents and are only included in the calculation of diluted earnings per shares of common stock when their effect is dilutive. | ||||||||||||||
In addition to the above common stock equivalents, Aspen had outstanding preferred shares (Series A through E) that were contingently convertible into shares of common stock upon it becoming an SEC reporting company. There were an aggregate of 15,403,006 preferred shares contingently convertible into 13,677,274 shares of common stock for the years ended December 31, 2011 that could have been potentially dilutive in the future. As a result of its merger with Aspen Group, Inc., on March 13, 2012 (the SEC Reporting Date), all of the preferred shares were automatically converted into shares of common stock on that date (See Notes 11 and 12). | ||||||||||||||
Segment Information | ||||||||||||||
The Company operates in one reportable segment as a single educational delivery operation using a core infrastructure that serves the curriculum and educational delivery needs of its online students regardless of geography. The Company's chief operating decision makers, its CEO and President, manage the Company's operations as a whole, and no revenue, expense or operating income information is evaluated by the chief operating decision makers on any component level. | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
In June 2011, the FASB, issued ASU 2011-05, which amends ASC Topic 220, Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. The ASU does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. This ASU is effective for interim and annual periods beginning after December 15, 2011. The Company adopted ASU 2011-05 effective January 1, 2012, and such adoption did not have a material effect on the Company's financial statements. | ||||||||||||||
In December 2011, the FASB issued ASU 2011-12, which amends ASC Topic 220, Comprehensive Income, to defer certain aspects of ASU 2011-05. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company adopted this guidance, along with ASU 2011-05, on January 1, 2012, and such adoption did not have a material impact on the Company's financial statements. | ||||||||||||||
In July 2012, the FASB issued ASU 2012-02, which amends ASC Topic 350 to allow an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. An entity would not be required to determine the fair value of the indefinite-lived intangible unless the entity determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The Company is evaluating the impact of this ASU and does not expect the adoption will have an impact on its consolidated results of operations or financial condition. | ||||||||||||||
We have implemented all new accounting standards that are in effect and that may impact our consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations. |
Accounts_Receivable
Accounts Receivable | 4 Months Ended | ||||||||||||
Apr. 30, 2013 | |||||||||||||
Notes To Financial Statements [Abstract] | |||||||||||||
3. Accounts Receivable | Note 3. Accounts Receivable | ||||||||||||
Accounts receivable consisted of the following at April 30, 2013 and December 31, 2012 and 2011: | |||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Accounts receivable | $ | 437,323 | $ | 275,206 | $ | 262,694 | |||||||
Less: Allowance for doubtful accounts | (72,535 | ) | (35,535 | ) | (47,595 | ) | |||||||
Accounts receivable, net | $ | 364,788 | $ | 239,671 | $ | 215,099 | |||||||
Bad debt expense was $37,000, $32,955, $133,907 and $21,200 for the four months ended April 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011, respectively. |
Secured_Accounts_and_Notes_Rec
Secured Accounts and Notes Receivable - Related Parties | 3 Months Ended | 4 Months Ended |
Jul. 31, 2013 | Apr. 30, 2013 | |
Notes To Financial Statements [Abstract] | ||
4. Secured Note and Accounts Receivable-Related Parties | Note 3. Secured Note and Accounts Receivable - Related Parties | Note 4. Secured Accounts and Notes Receivable - Related Parties |
On March 30, 2008 and December 1, 2008, the Company sold courseware pursuant to marketing agreements to HEMG, a related party and principal stockholder of the Company whose president is Mr. Patrick Spada, the former Chairman of the Company, in the amount of $455,000 and $600,000, respectively; UCC filings were filed accordingly. Under the marketing agreements, the receivables are due net 60 months. On September 16, 2011, HEMG pledged 772,793 Series C preferred shares (automatically converted to 654,850 common shares on March 13, 2012) of the Company as collateral for this account receivable. On March 8, 2012, due to the impending reduction in the value of the collateral as the result of the Series C conversion ratio and the Company's inability to engage Mr. Spada in good faith negotiations to increase HEMG's pledge, Michael Mathews, the Company's CEO, pledged 117,943 common shares of the Company, owned personally by him, valued at $1.00 per share based on recent sales of capital stock as additional collateral to the accounts receivable, secured - related party. On March 13, 2012, the Company deemed the receivables stemming from the sale of courseware curricula to be in default. On April 4, 2012, the Company entered into an agreement with: (i) an individual, (ii) HEMG, a related party and principal stockholder of the Company whose president is Mr. Patrick Spada, the former Chairman of the Company and (iii) Mr. Patrick Spada. Under the agreement, (a) the individual purchased and HEMG sold to the individual 400,000 common shares of the Company at $0.50 per share; (b) the Company guaranteed it would purchase at least 600,000 common shares of the Company at $0.50 per share within 90 days of the agreement and the Company would use its best efforts to purchase from HEMG and resell to investors an additional 1,400,000 common shares of the Company at $0.50 per share within 180 days of the agreement; (c) provided HEMG and Mr. Patrick Spada fulfilled their obligations under (a) and (b) above, the Company shall consent to additional private transfers by HEMG and/or Mr. Patrick Spada of up to 500,000 common shares of the Company on or before March 13, 2013; (d) HEMG agreed to not sell, pledge or otherwise transfer 142,500 common shares of the Company pending resolution of a dispute regarding the Company's claim that HEMG sold 131,500 common shares of the Company without having enough authorized shares and a stockholder did not receive 11,000 common shares of the Company owed to him as a result of a stock dividend; and (e) the Company waived any default of the accounts receivable, secured - related party and extend the due date to September 30, 2014. As of September 30, 2012, third party investors purchased 336,000 shares for $168,000 and the Company purchased 264,000 shares for $132,000 per section (b) above. Based on proceeds received on September 28, 2012 under a Unit private placement that equates to approximately $0.35 per common share, the value of the aforementioned collateral decreased. Accordingly, as of December 31, 2012, the Company has recognized an allowance of $502,315 for this account receivable. As of July 31, 2013 and April 30, 2013, the balance of the account receivable, net of allowance, was $270,478, based on continuing private placement sales equating to approximately $0.35 per share, and is shown as accounts receivable, secured - related party, net (See Note 10). | On September 21, 2011, the Company loaned $238,210 to its CEO in exchange for a promissory note bearing 3% per annum. As collateral, the note was secured by 40,000 shares of common stock of Interclick, Inc. (a publicly-traded company) owned personally by the CEO. The note along with accrued interest was due and payable on June 21, 2012. For the year ended December 31, 2011, interest income of $1,867 was recognized. On December 20, 2011, the note along with accrued interest of $1,867 was paid in full (See Note 15). | |
On December 14, 2011, the Company loaned $150,000 to an officer of the Company in exchange for a promissory note bearing 3% per annum. As collateral, the note was secured by 500,000 shares of the Company's common stock owned personally by the officer. The note along with accrued interest was due and payable on September 14, 2012. During the year ended December 31, 2011, interest income of $210 was recognized on the note receivable and is included in other current assets. As of December 31, 2011, the balance due on the note receivable was $150,000, all of which is short-term. During the year ended December 31, 2012, interest income of $594 was recognized on the note receivable. On February 16, 2012, the note receivable from an officer was repaid along with accrued interest (See Note 15). | ||
On March 30, 2008 and December 1, 2008, the Company sold courseware pursuant to marketing agreements to HEMG, a related party and principal stockholder of the Company whose president is Mr. Patrick Spada, the former Chairman of the Company, in the amount of $455,000 and $600,000, respectively; UCC filings were filed accordingly. Under the marketing agreements, the receivables were due net 60 months. On September 16, 2011, HEMG pledged 772,793 Aspen Series C preferred shares (automatically converted to 654,850 shares of common stock on March 13, 2012) of the Company as collateral for this account receivable. On March 8, 2012, due to the impending reduction in the value of the collateral as the result of the Series C conversion ratio and Aspen's inability to engage Mr. Spada in good faith negotiations to increase HEMG's pledge, Michael Mathews, Aspen's CEO, pledged 117,943 shares of common stock of Aspen, owned personally by him, valued at $1.00 per share based on recent sales of capital stock as additional collateral to the accounts receivable, secured - related party. On March 13, 2012, Aspen deemed the receivables stemming from the sale of courseware curricula to be in default. On April 4, 2012, the Company entered into an agreement with: (i) an individual, (ii) HEMG, a related party and principal stockholder of the Company whose president is Mr. Patrick Spada, the former Chairman of the Company and (iii) Mr. Patrick Spada. Under the agreement, (a) the individual purchased and HEMG sold to the individual 400,000 shares of common stock of the Company at $0.50 per share; (b) the Company guaranteed it would purchase at least 600,000 shares of common stock of the Company at $0.50 per share within 90 days of the agreement and the Company would use its best efforts to purchase from HEMG and resell to investors an additional 1,400,000 shares of common stock of the Company at $0.50 per share within 180 days of the agreement; (c) provided HEMG and Mr. Patrick Spada fulfilled their obligations under (a) and (b) above, the Company shall consent to additional private transfers by HEMG and/or Mr. Patrick Spada of up to 500,000 shares of common stock of the Company on or before March 13, 2013; (d) HEMG agreed to not sell, pledge or otherwise transfer 142,500 shares of common stock of the Company pending resolution of a dispute regarding the Company's claim that HEMG sold 131,500 shares of common stock of the Company without having enough authorized shares and a stockholder did not receive 11,000 shares of common stock of the Company owed to him as a result of a stock dividend; and (e) the Company waived any default of the accounts receivable, secured - related party and extend the due date to September 30, 2014. As of September 30, 2012, third party investors purchased 336,000 shares for $168,000 and the Company purchased 264,000 shares for $132,000 per section (b) above. Based on proceeds received on September 28, 2012 under a private placement at $0.35 per unit (consisting of one share of common stock and one-half of a warrant exercisable at $0.50 per share), the value of the aforementioned collateral decreased. Accordingly, as of December 31, 2012, the Company has recognized an allowance of $502,315 for this account receivable. As of April 30, 2013 and December 31, 2012 and 2011, the balance of the account receivable, net of allowance, was $270,478, $270,478 and $772,793, respectively and is shown as accounts receivable, secured - related party, net (See Notes 12 and 15). |
Property_and_Equipment
Property and Equipment | 3 Months Ended | 4 Months Ended | ||||||||||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||||||||||||||||||
Property and equipment: | ||||||||||||||||||||||
5. Property and Equipment | Note 4. Property and Equipment | Note 5. Property and Equipment | ||||||||||||||||||||
Property and equipment consisted of the following at July 31, 2013 and April 30, 2013: | Property and equipment consisted of the following at April 30, 2013 and December 31, 2012 and 2011: | |||||||||||||||||||||
July 31, | April 30, | April 30, | December 31, | |||||||||||||||||||
2013 | 2013 | 2013 | 2012 | 2011 | ||||||||||||||||||
Call center equipment | $ | 121,313 | $ | 121,313 | Call center equipment | $ | 121,313 | $ | 121,313 | $ | 121,313 | |||||||||||
Computer and office equipment | 64,336 | 61,036 | Computer and office equipment | 61,036 | 45,718 | 38,577 | ||||||||||||||||
Furniture and fixtures | 32,914 | 32,914 | Furniture and fixtures | 32,914 | 11,336 | - | ||||||||||||||||
Library (online) | 100,000 | 100,000 | Library (online) | 100,000 | 100,000 | 100,000 | ||||||||||||||||
Software | 1,619,226 | 1,518,142 | Software | 1,518,142 | 1,388,824 | 927,455 | ||||||||||||||||
1,937,789 | 1,833,405 | Vehicle | - | - | 39,736 | |||||||||||||||||
Accumulated depreciation and amortization | (648,629 | ) | (569,665 | ) | 1,833,405 | 1,667,191 | 1,227,081 | |||||||||||||||
Property and equipment, net | $ | 1,289,160 | $ | 1,263,740 | Accumulated depreciation and amortization | (569,665 | ) | (455,871 | ) | (229,972 | ) | |||||||||||
Property and equipment, net | $ | 1,263,740 | $ | 1,211,320 | $ | 997,109 | ||||||||||||||||
Depreciation and amortization expense for the three months ended July 31, 2013 and July 31, 2012 was $78,694 and $62,994, respectively. | ||||||||||||||||||||||
Depreciation and amortization expense for the four months ended April 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 was $113,794, $73,718, $256,363 and $85,662, respectively. Accumulated depreciation amounted to $569,665, $455,871 and $229,972 as of April 30, 2013, December 31, 2012 and 2011, respectively. | ||||||||||||||||||||||
Amortization expense for software, included in the above amounts, for the three months ended July 31, 2013 and July 31, 2012 was $71,920 and $55,755, respectively. Software consisted of the following at July 31, 2013 and April 30, 2013: | ||||||||||||||||||||||
Amortization expense for software, included in the above amounts, for the four months ended April 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 was $99,855, $64,192, $226,454 and $60,290, respectively. Software consisted of the following at April 30, 2013, December 31, 2012 and 2011: | ||||||||||||||||||||||
July 31, | April 30, | |||||||||||||||||||||
2013 | 2013 | April 30, | December 31, | |||||||||||||||||||
Software | $ | 1,619,226 | $ | 1,518,142 | 2013 | 2012 | 2011 | |||||||||||||||
Accumulated amortization | (458,519 | ) | (386,599 | ) | Software | $ | 1,518,142 | $ | 1,388,824 | $ | 927,455 | |||||||||||
Software, net | $ | 1,160,707 | $ | 1,131,543 | Accumulated amortization | (386,599 | ) | (286,744 | ) | (60,290 | ) | |||||||||||
Software, net | $ | 1,131,543 | $ | 1,102,080 | $ | 867,165 | ||||||||||||||||
The following is a schedule of estimated future amortization expense of software at July 31, 2013: | ||||||||||||||||||||||
Estimated future amortization expense of software as of April 30, 2013, is as follows: | ||||||||||||||||||||||
Year Ending April 30, | ||||||||||||||||||||||
2014 | $ | 242,884 | Year Ending April 30, | |||||||||||||||||||
2015 | 323,845 | 2014 | $ | 303,629 | ||||||||||||||||||
2016 | 322,999 | 2015 | 303,629 | |||||||||||||||||||
2017 | 200,267 | 2016 | 302,782 | |||||||||||||||||||
2018 | 70,712 | 2017 | 180,050 | |||||||||||||||||||
Total | $ | 1,160,707 | 2018 | 41,453 | ||||||||||||||||||
Total | $ | 1,131,543 |
Courseware
Courseware | 3 Months Ended | 4 Months Ended | ||||||||||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||||||||||||||||||
Notes To Financial Statements [Abstract] | ||||||||||||||||||||||
6. Courseware | Note 5. Courseware | Note 6. Courseware | ||||||||||||||||||||
Courseware costs capitalized were $500 for the three months ended July 31, 2013. | Courseware costs capitalized were $25,300 and $54,090 for the years ended December 31, 2012 and 2011, respectively. No courseware costs were capitalized for the fours month ended April 30, 2013. | |||||||||||||||||||||
Courseware consisted of the following at July 31, 2013 and April 30, 2013: | Courseware consisted of the following at April 30, 2013, December 31, 2012 and 2011: | |||||||||||||||||||||
July 31, | April 30, | April 30, | December 31, | |||||||||||||||||||
2013 | 2013 | 2013 | 2012 | 2011 | ||||||||||||||||||
Courseware | $ | 2,098,038 | $ | 2,097,538 | Courseware | $ | 2,097,538 | $ | 2,097,538 | $ | 2,072,238 | |||||||||||
Accumulated amortization | (1,919,914 | ) | (1,889,443 | ) | Accumulated amortization | (1,889,443 | ) | (1,843,967 | ) | (1,702,407 | ) | |||||||||||
Courseware, net | $ | 178,124 | $ | 208,095 | Courseware, net | $ | 208,095 | $ | 253,571 | $ | 369,831 | |||||||||||
Amortization expense of courseware for the three months ended July 31, 2013 and July 31, 2012 was $30,471 and $35,578, respectively. | Amortization expense of courseware for the four months ended April 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 was $45,476, $48,094, $141,560 and $178,420, respectively. | |||||||||||||||||||||
The following is a schedule of estimated future amortization expense of courseware at July 31, 2013: | Estimated future amortization expense of course curricula as of April 30, 2013 is as follows: | |||||||||||||||||||||
Year Ending April 30, | Year Ending April 30, | |||||||||||||||||||||
2014 | $ | 74,859 | 2014 | $ | 105,246 | |||||||||||||||||
2015 | 65,117 | 2015 | 65,017 | |||||||||||||||||||
2016 | 27,830 | 2016 | 27,730 | |||||||||||||||||||
2017 | 9,196 | 2017 | 9,095 | |||||||||||||||||||
2018 | 1,122 | 2018 | 1,007 | |||||||||||||||||||
Total | $ | 178,124 | Total | $ | 208,095 |
Accrued_Expenses
Accrued Expenses | 4 Months Ended | ||||||||||||
Apr. 30, 2013 | |||||||||||||
Notes To Financial Statements [Abstract] | |||||||||||||
Accrued Expenses | Note 7. Accrued Expenses | ||||||||||||
Accrued expenses consisted of the following at April 30, 2013, December 31, 2012 and December 31, 2011: | |||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Accrued compensation | $ | 44,692 | $ | 50,923 | $ | 33,930 | |||||||
Accrued settlement payable | - | - | 40,000 | ||||||||||
Other accrued expenses | 83,877 | 24,989 | 54,373 | ||||||||||
Accrued expenses | $ | 128,569 | $ | 75,912 | $ | 128,303 | |||||||
In October 2009, the Company entered into an agreement with Glen Oaks College ("Glen Oaks") whereby Glen Oaks would provide technical training to Aspen students. Under the agreement, the Company received $100,000 from Glen Oaks in order to develop and obtain the necessary approvals to begin the program. On May 20, 2011, Glen Oaks filed suit against the Company to return the $100,000 when the agreement was not performed. On June 23, 2011, the Company agreed to settle the matter and paid Glen Oaks $5,000 on that date. On July 22, 2011, the Company and Glen Oaks entered into a settlement agreement whereby the Company agreed to pay Glen Oaks as follows: (i) $5,000 upon execution of the settlement agreement and (ii) $10,000 per month for nine consecutive months commencing August 1, 2011. As of December 31, 2011, the remaining settlement payable to Glen Oaks was $40,000. As of December 31, 2012, the settlement had been paid in full and no further amount was due. |
Loans_Payable
Loans Payable | 3 Months Ended | 4 Months Ended |
Jul. 31, 2013 | Apr. 30, 2013 | |
Notes To Financial Statements [Abstract] | ||
8. Loans Payable | Note 6. Loans Payable | Note 8. Loans Payable |
On June 28, 2013, the Company received $1,000,000 as a loan from the Chief Executive Officer. This loan is for a term of 6 months with an annual interest rate of 10%, payable monthly. The loan is included with current liabilities and has a due date of December 31, 2013. | During 2009, the Company received advances aggregating $200,000 from three individuals. From the date the funds were received through the date the loans were converted into convertible promissory notes payable, the loans were non-interest bearing demand loans and, therefore, no interest expense was recognized or due. As of December 31, 2011, the entire balance of the loans payable is included in long-term liabilities as the Company, in February 2012, has converted the loans into long-term convertible notes payable (See Note 9). |
Notes_Payable
Notes Payable | 3 Months Ended | 4 Months Ended | ||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||||||||||
Notes To Financial Statements [Abstract] | ||||||||||||||
9. Notes Payable | Note 7. Convertible Notes Payable | Note 9. Notes Payable | ||||||||||||
On February 25, 2012, February 27, 2012 and February 29, 2012, loans payable of $100,000, $50,000 and $50,000, respectively, were converted into two-year convertible promissory notes, bearing interest of 0.19% per annum. Beginning March 31, 2012, the notes are convertible into common shares of the Company at the rate of $1.00 per share. The Company evaluated the convertible notes and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the common shares on the note issue dates. As these loans (now convertible promissory notes) are due in February 2014, they have been included in current liabilities as of July 31, 2013 and April 30, 2013. | Notes Payable - Related Party | |||||||||||||
On March 13, 2012, the Company's CEO loaned the Company $300,000 and received a convertible promissory note due March 31, 2013, bearing interest at 0.19% per annum. The note is convertible into common shares of the Company at the rate of $1.00 per share upon five days written notice to the Company. The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the common shares on the note issue date. On September 4, 2012, the maturity date was extended to August 31, 2013. On December 17, 2012, the maturity date was extended to August 31, 2014. There was no accounting effect for these two modifications (See Note 10). | In June 2009, the Company borrowed an aggregate of $45,000 from an individual, who was an officer of the Company at that time, in exchange for notes payable bearing interest at 18% per annum. The notes were due in October 2009 and became demand notes at that time. During the year ended December 31, 2011, interest expense of $2,393 was recognized on the notes. During the year ended December 31, 2011, the remaining principal balance of $25,000 due on the notes payable was repaid and no further amount is due (See Note 15). | |||||||||||||
On August 14, 2012, the Company's CEO loaned the Company $300,000 and received a convertible promissory note, payable on demand, bearing interest at 5% per annum. The note is convertible into shares of common stock of the Company at a rate of $0.35 per share (based on proceeds received on September 28, 2012 under a private placement at $0.35 per unit). The Company evaluated the convertible notes and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the shares of common stock on the note issue date. On September 4, 2012, the maturity date was extended to August 31, 2013. On December 17, 2012 the maturity date was extended to August 31, 2014 (See Note 10). | During April 2012, the Company received $22,000 from a director of the Company in exchange for a note payable bearing interest of 10%, due on demand. On November 21, 2012, the director forgave the $22,000 balance due from Aspen in exchange for 62,857 five-year vested non-Plan stock options of the Company exercisable at $0.35 per share. No gain was recognized as the settlement was between the Company and related parties. On January 16, 2013, these options were modified to be Plan options (See Notes 12, 15 and 16). | |||||||||||||
As of July 31, 2013, the aggregate amount of convertible notes payable outstanding was $800,000, of which $200,000 is included in current liabilities and $600,000 due August 31, 2014 is included in long-term liabilities. | Convertible Notes Payable | |||||||||||||
On March 6, 2011, Aspen authorized the issuance of up to $350,000 of convertible notes that were convertible into Series B preferred shares at $0.95 per share, bearing interest of 6% per annum. The notes were convertible beginning after the closing of the EGC Merger (See Note 1). As of May 13, 2011, the Aspen had received an aggregate of $328,000 (of which $73,000 was received from related parties) from the sale of convertible notes. Aspen evaluated the convertible notes and determined that, for the embedded conversion option, there was no beneficial conversion value to record. In addition, Aspen issued an aggregate of $22,000 (of which $16,000 was to related parties) of convertible notes for services rendered. In May 2011, $350,000 of the convertible notes were converted into Aspen 368,411 Series B preferred shares (See Notes 12 and 15). | ||||||||||||||
As part of the recapitalization that occurred on March 13, 2012, the Company assumed from the public entity an aggregate of $20,000 of convertible notes bearing interest at 10% per annum. Each note holder had the right to convert all or a portion of the principal amount of the note into shares of the Company's common stock at the conversion price of the next equity offering of the Company. The notes meet the criteria of stock settled debt under ASC 480, "Distinguishing Liabilities from Equity", and accordingly were presented at their fixed monetary amount of $20,000. The convertible notes were past due as of the date of assumption and, accordingly, the Company was in default. In April 2012, the convertible notes payable of $20,000 were converted into 20,000 shares of common stock of the Company and, accordingly, the default was cured (See Note 12). | ||||||||||||||
On February 25, 2012, February 27, 2012 and February 29, 2012, loans payable to three individuals, of $100,000, $50,000 and $50,000, respectively, were converted into two-year convertible promissory notes, bearing interest of 0.19% per annum. Beginning March 31, 2012, the notes are convertible into shares of common stock of the Company at the rate of $1.00 per share. The Company evaluated the convertible notes and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the shares of common stock on the note issue dates. These loans (now convertible promissory notes) are due February of 2014 and, have been included in short-term liabilities as of April 30, 2013 (See Note 8). | ||||||||||||||
On March 13, 2012, the Company's CEO loaned the Company $300,000 and received a convertible promissory note due March 31, 2013, bearing interest at 0.19% per annum. The note is convertible into shares of common stock of the Company at the rate of $1.00 per share upon five days written notice to the Company. The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the shares of common stock on the note issue date. On September 4, 2012, the maturity date was extended to August 31, 2013. On December 17, 2012, the maturity date was extended to August 31, 2014. There was no accounting effect for these two modifications (See Note 15). | ||||||||||||||
On February 29, 2012 (the "Effective Date"), the Company retained the investment bank of Laidlaw & Company (UK) Ltd. ("Laidlaw") on an exclusive basis for the purpose of raising up to $6,000,000 (plus up to an additional $1,200,000 million to cover over-allotments at the option of Laidlaw) through two successive best-efforts private placements of the Company's securities following the reverse merger. Each Unit in the Phase One financing consisted of: (i) senior secured convertible notes (the "Convertible Notes"), bearing 10% interest, convertible into the Company's shares of common stock at the lower of (a) $1.00 or (b) 95% of the per share purchase price of any shares of common stock (or common stock equivalents) issued on or after the original issue date of the note and (ii) five-year warrant to purchase that number of the Company's shares of common stock equal to 25% of the number of shares issuable upon conversion of the Convertible Notes. As of June 30, 2012, the Company, without the assistance of any broker-dealer, raised $150,000 from the sale of 3.0 Units. Laidlaw raised $1,289,527 (net of debt issuance costs of $266,473) from the sale of 31.12 Units (including Convertible Notes payable and an estimated 389,000 warrants). Mandatory conversion was to occur on the initial closing of the Phase Two financing, which occurred September 28, 2012. The Convertible Notes (as extended) had a maturity date of September 30, 2012, carried provisions for price protection and contained registration rights. For the Phase One financing, Laidlaw received a cash fee of 10% of aggregate funds raised along with a five-year warrant (the "Laidlaw Warrant") equal to 10% of the common stock reserved for issuance in connection with the Units. Separately, Laidlaw required an activation fee of $25,000. The Phase Two financing consisted of Units offered at $0.35 per Unit (consisting of one share of common stock and one-half of a warrant exercisable at $0.50 per share. The Convertible Notes embedded conversion options did not qualify as derivatives since the conversion shares were not readily convertible to cash due to an inactive trading market and there was no beneficial conversion value since the conversion price equaled the fair value of the shares. As a result of proceeds received on September 28, 2012 in the Phase Two financing, all of the $1,706,000 (face value) of Convertible Notes were automatically converted into 5,130,795 shares of common stock at the contractual rate of $0.3325 per share. Moreover, the warrants issuable upon conversion of the Convertible Notes became fixed and determinable and caused to be outstanding 1,282,674 warrants (includes an additional 856,174 warrants due to price protection provisions) to acquire shares of common stock at $0.3325 per share. In addition, 202,334 shares of common stock and 50,591 five-year warrants exercisable at $0.3325 per share were issued to settle $67,276 of accrued interest on the aforementioned Convertible Notes. Accordingly, a loss of $3,339 was recognized in general and administrative expenses upon settlement (See Note 12). | ||||||||||||||
On May 1, 2012, the Company issued a Convertible Note payable to a consultant in the amount of $49,825 in exchange for past services rendered, of which $38,175 pertains to the nine months ended September 30, 2012. The Note bore interest at 0.19% per annum, had a maturity date of September 30, 2012, and was convertible into the Company's shares of common stock at the lower (a) $1.00 or (b) the per share purchase price of any shares of common stock (or common stock equivalents) issued on or after the original issue date of the note. The Convertible Note embedded conversion options did not qualify as derivatives since the conversion shares were not readily convertible to cash due to an inactive trading market and there was no beneficial conversion value since the conversion price equaled the fair value of the shares. As a result of the private placement closing on September 28, 2012, the $49,825 (face value) convertible note was automatically converted into 142,357 shares of common stock at the contractual rate of $0.35 per share. In addition, 112 shares of common stock were issued to settle $39 of accrued interest on the aforementioned Convertible Note. No gain or loss was recognized upon settlement (See Note 12). | ||||||||||||||
On August 14, 2012, the Company's CEO loaned the Company $300,000 and received a convertible promissory note, payable on demand, bearing interest at 5% per annum. The note is convertible into shares of common stock of the Company at the rate of $0.35 per share (based on proceeds received on September 28, 2012 under a private placement at $0.35 per unit). The Company evaluated the convertible notes and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the shares of common stock on the note issue date. On September 4, 2012, the maturity date was extended to August 31, 2013. On December 17, 2012, the maturity date was extended to August 31, 2014. There was no accounting effect for these two modifications (See Note 15). | ||||||||||||||
As of April 30, 2013, the aggregate amount of convertible notes payable outstanding was $800,000, of which $200,000 is included in current liabilities and $600,000 is included in long-term liabilities. As of April 30, 2013, the convertible notes embedded conversion options were still not accounted for as bifurcated derivatives since the conversion shares were not readily convertible to cash due to an inactive trading market. | ||||||||||||||
Notes payable consisted of the following at April 30, 2013, December 31, 2012 and 2011: | ||||||||||||||
April 30, | December 31, | |||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Note payable - related party originating August 14, 2012; no monthly payments required; bearing interest at 5% [A] | $ | 300,000 | $ | 300,000 | $ | - | ||||||||
Note payable - related party originating March 13, 2012; no monthly payments required; bearing interest at 0.19% [A] | 300,000 | 300,000 | - | |||||||||||
Note payable - originating February 25, 2012; no monthly payments required; bearing interest at 0.19%; maturing at February 25, 2014 | 100,000 | 100,000 | - | |||||||||||
Note payable - originating February 27, 2012; no monthly payments required; bearing interest at 0.19%; maturing at February 27, 2014 | 50,000 | 50,000 | - | |||||||||||
Note payable - originating February 29, 2012; no monthly payments required; bearing interest at 0.19%; maturing at February 29, 2014 | 50,000 | 50,000 | - | |||||||||||
Note payable for vehicle, 72 monthly payments of $618; interest at 8.4% through March 2014 | - | - | 15,151 | |||||||||||
Total | 800,000 | 800,000 | 15,151 | |||||||||||
Less: Current maturities (notes payable) | - | - | (6,383 | ) | ||||||||||
Less: Current maturities (convertible notes payable) | (200,000 | ) | - | - | ||||||||||
Subtotal | 600,000 | 800,000 | 8,768 | |||||||||||
Less: amount due after one year for notes payable | - | - | (8,768 | ) | ||||||||||
Amount due after one year for convertible notes payable | $ | 600,000 | $ | 800,000 | $ | - | ||||||||
------- | ||||||||||||||
[A] - effective September 4, 2012, note amended to provide a maturity date of August 31, 2013. Effective December 17, 2012, note further amended to provide a maturity date of August 31, 2014. | ||||||||||||||
Future maturities of notes payable as of April 30, 2013 are as follows: | ||||||||||||||
Year Ending April 30, | ||||||||||||||
2014 | $ | 200,000 | ||||||||||||
2015 | 600,000 | |||||||||||||
$ | 800,000 |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | 4 Months Ended | ||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||
Notes To Financial Statements [Abstract] | ||||||
10. Commitments and Contingencies | Note 8. Commitments and Contingencies | Note 10. Commitments and Contingencies | ||||
Line of Credit | Line of Credit | |||||
The Company maintains a line of credit with a bank, up to a maximum credit line of $250,000. The line of credit bears interest equal to the prime rate plus 0.50% (overall interest rate of 3.75% at July 31, 2013). The line of credit requires minimum monthly payments consisting of interest only. The line of credit is secured by all business assets, inventory, equipment, accounts, general intangibles, chattel paper, documents, instruments and letter of credit rights of the Company. The line of credit is for an unspecified time until the bank notifies the Company of the Final Availability Date, at which time payments on the line of credit become the sum of: (a) accrued interest and (b) 1/60th of the unpaid principal balance immediately following the Final Availability Date, which equates to a five-year payment period. The balance due on the line of credit as of July 31, 2013 was $245,482. Since the earliest the line of credit is due and payable is over a five year period and the Company believes that it could obtain a comparable replacement line of credit elsewhere, the entire line of credit is included in long-term liabilities. The unused amount under the line of credit available to the Company at July 31, 2013 was $4,518. | The Company maintains a line of credit with a bank, up to a maximum credit line of $250,000. The line of credit bears interest equal to the prime rate plus 0.50% (overall interest rate of 3.75% at April 30, 2013). The line of credit requires minimum monthly payments consisting of interest only. The line of credit is secured by all business assets, inventory, equipment, accounts, general intangibles, chattel paper, documents, instruments and letter of credit rights of the Company. The line of credit is for an unspecified time until the bank notifies the Company of the Final Availability Date, at which time payments on the line of credit become the sum of: (a) accrued interest and (b) 1/60th of the unpaid principal balance immediately following the Final Availability Date, which equates to a five-year payment period. The balance due on the line of credit as of April 30, 2013 was $250,000. Since the earliest the line of credit is due and payable is over a five year period and the Company believes that it could obtain a comparable replacement line of credit elsewhere, the entire line of credit is included in long-term liabilities. The unused amount under the line of credit available to the Company at April 30, 2013 was $0. | |||||
Employment Agreements | Operating Leases | |||||
From time to time, the Company enters into employment agreements with certain of its employees. These agreements typically include bonuses, some of which were performance-based in nature. During the three months ended July 31, 2013, the Company renegotiated employment agreements. In contrast to the previous employment agreement, the new employment agreements do not include any guaranteed annual bonuses. | The Company leases office space for its corporate headquarters in New York, New York on a month-to-month basis with monthly rent payments of $4,300 per month. | |||||
Legal Matters | The Company leases office space for its Denver, Colorado location under a seven-year lease agreement commencing September 15, 2008. The operating lease granted four initial months of free rent and had a base monthly rent of $6,526 commencing January 15, 2009. Thereafter, the monthly rent escalates 2.5% annually over the base year. | |||||
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of July 31, 2013, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest other than described below. | On October 4, 2012, the Company entered into a three-year lease agreement for its call center in Scottsdale, Arizona. The Company occupied temporary space at this location until moving into the leased space on February 1, 2013, the commencement date of the lease. The lease requires rent payments of $4,491 per month during months 4 through 12, $4,601 per month during the second year, and $4,710 per month during the third year. | |||||
On February 11, 2013, HEMG and Mr. Spada sued us, certain senior management members and our directors in state court in New York seeking damages arising from losses and other matters incurred in the operation of the Company's business since May 2011, our filings with the SEC and the DOE where we stated that HEMG and Mr. Spada borrowed $2.2 million without board authority and our failure to use our best efforts to purchase certain shares of common stock from HEMG following an April 2012 agreement. While we have been advised by our counsel that the lawsuit is baseless, we cannot assure you that we will be successful. Defending the litigation will be expensive and divert our management from the Company's business. If we are unsuccessful, the damages we pay may be material. | The following is a schedule by years of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of April 30, 2013: | |||||
Regulatory Matters | ||||||
Year Ending April 30, | ||||||
The Company's subsidiary, Aspen University Inc. ("Aspen University"), is subject to extensive regulation by Federal and State governmental agencies and accrediting bodies. In particular, the Higher Education Act (the "HEA") and the regulations promulgated thereunder by the DOE subject Aspen University to significant regulatory scrutiny on the basis of numerous standards that schools must satisfy to participate in the various types of federal student financial assistance programs authorized under Title IV of the HEA. Aspen University has had provisional certification to participate in the Title IV programs. That provisional certification imposes certain regulatory restrictions including, but not limited to, a limit of 1,200 student recipients for Title IV funding for the duration of the provisional certification. The provisional certification restrictions continue with regard to Aspen University's participation in Title IV programs. | 2014 | $ | 141,051 | |||
2015 | 144,332 | |||||
To participate in the Title IV programs, an institution must be authorized to offer its programs of instruction by the relevant agencies of the State in which it is located, and since July 2011, potentially in the States where an institution offers postsecondary education through distance education. In addition, an institution must be accredited by an accrediting agency recognized by the DOE and certified as eligible by the DOE. The DOE will certify an institution to participate in the Title IV programs only after the institution has demonstrated compliance with the HEA and the DOE's extensive academic, administrative, and financial regulations regarding institutional eligibility and certification. An institution must also demonstrate its compliance with these requirements to the DOE on an ongoing basis. Aspen University performs periodic reviews of its compliance with the various applicable regulatory requirements. As Title IV funds received in fiscal 2012 represented approximately 18% of the Company's cash revenues (including revenues from discontinued operations), as calculated in accordance with Department of Education guidelines, the loss of Title IV funding would have a material effect on the Company's future financial performance. | 2016 | 72,427 | ||||
2017 | - | |||||
On March 27, 2012 and on August 31, 2012, Aspen University provided the DOE with letters of credit for which the due date was extended to December 31, 2013. The DOE may impose additional or different terms and conditions in any final provisional program participation agreement that it may issue (See Note 2 "Restricted Cash"). | Total minimum payments required | $ | 357,810 | |||
The HEA requires accrediting agencies to review many aspects of an institution's operations in order to ensure that the education offered is of sufficiently high quality to achieve satisfactory outcomes and that the institution is complying with accrediting standards. Failure to demonstrate compliance with accrediting standards may result in the imposition of probation, the requirements to provide periodic reports, the loss of accreditation or other penalties if deficiencies are not remediated. | Rent expense was $64,724, $44,828 (unaudited), $140,783 and $114,511 for the four months ended April 30, 2013 and 2012 and for the years ended December 31, 2012 and 2011, respectively. | |||||
Because Aspen University operates in a highly regulated industry, it may be subject from time to time to audits, investigations, claims of noncompliance or lawsuits by governmental agencies or third parties, which allege statutory violations, regulatory infractions or common law causes of action. | ||||||
Return of Title IV Funds | Employment Agreements | |||||
An institution participating in Title IV programs must correctly calculate the amount of unearned Title IV program funds that have been disbursed to students who withdraw from their educational programs before completion and must return those unearned funds in a timely manner, generally within 45 days of the date the school determines that the student has withdrawn. Under Department regulations, failure to make timely returns of Title IV program funds for 5% or more of students sampled on the institution's annual compliance audit in either of its two most recently completed fiscal years can result in the institution having to post a letter of credit in an amount equal to 25% of its required Title IV returns during its most recently completed fiscal year. If unearned funds are not properly calculated and returned in a timely manner, an institution is also subject to monetary liabilities or an action to impose a fine or to limit, suspend or terminate its participation in Title IV programs. | From time to time, the Company enters into employment agreements with certain of its employees. These agreements typically include bonuses, some of which were performance-based in nature. As of April 30, 2013, the Company had entered into five employment agreements whereby the Company was obligated to pay an annual performance bonus ranging from 50% to 100% of the employee's base salary based upon the achievement of pre-established milestones. Such annual bonuses are to be paid one-half in cash and the remainder in shares of common stock of the Company. As of April 30, 2013, no performance bonuses have been earned. | |||||
Delaware Approval to Confer Degrees | Consulting Agreement | |||||
Aspen University is a Delaware corporation. Delaware law requires an institution to obtain approval from the Delaware Department of Education ("Delaware DOE") before it may incorporate with the power to confer degrees. On July 3, 2012, Aspen University received notice from the Delaware DOE that it is granted provisional approval status effective until June 30, 2015. Aspen University is authorized by the Colorado Commission on Education to operate in Colorado as a degree granting institution. | On September 16, 2011, the Company entered into a two-year consulting agreement with the former Chairman of the Company in which the Company was obligated to pay $11,667 per month. On September 28, 2011, the Company prepaid 13 months of the consulting agreement, or $151,667, which was then amortized until December 31, 2011, at which time the consulting agreement was terminated and the remaining unamortized prepaid expense was recognized immediately as consulting expense. No additional amounts are due under the consulting agreement (See Note 15). | |||||
Letter of Credit | On October 1, 2012, the Company retained two investor relations firms agreeing to pay one firm $50,000 a year for two years and issuing it 200,000 shares of common stock, having a fair value of $70,000 based on recent sales of Units. The second firm was retained for one year with a fee of $5,000 per month. The second firm also received 100,000 shares of common stock and 100,000 five-year warrants exercisable at $0.60 per share, having a fair value of $43,000 based on recent sale of Units (See Note 12). | |||||
The Company maintains a letter of credit under a DOE requirement (See Note 2 "Restricted Cash"). | Legal Matters | |||||
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of April 30, 2013, there were no other pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. | ||||||
On February 11, 2013, HEMG and Mr. Spada sued us, certain senior management members and our directors in state court in New York seeking damages arising from losses and other matters incurred in the operation of the Company's business since May 2011, our filings with the SEC and the DOE where we stated that HEMG and Mr. Spada borrowed $2.2 million without board authority and our failure to use our best efforts to purchase certain shares of common stock from HEMG following an April 2012 agreement. While we have been advised by our counsel that the lawsuit is baseless, we cannot assure you that we will be successful. Defending the litigation will be expensive and divert our management from the Company's business. If we are unsuccessful, the damages we pay may be material. | ||||||
Regulatory Matters | ||||||
The Company's subsidiary, Aspen University Inc. ("Aspen University"), is subject to extensive regulation by Federal and State governmental agencies and accrediting bodies. In particular, the Higher Education Act (the "HEA") and the regulations promulgated thereunder by the DOE subject Aspen University to significant regulatory scrutiny on the basis of numerous standards that schools must satisfy to participate in the various types of federal student financial assistance programs authorized under Title IV of the HEA. Aspen University has had provisional certification to participate in the Title IV programs. That provisional certification imposes certain regulatory restrictions including, but not limited to, a limit of 1,200 student recipients for Title IV funding for the duration of the provisional certification. During 2011, Aspen University's provisional certification was scheduled to expire, but Aspen University timely filed its application for recertification with the DOE, which extended the term of Aspen University's certification to September 30, 2013. The provisional certification restrictions continue with regard to Aspen University's participation in Title IV programs. | ||||||
To participate in the Title IV programs, an institution must be authorized to offer its programs of instruction by the relevant agencies of the State in which it is located, and since July 2011, potentially in the States where an institution offers postsecondary education through distance education. In addition, an institution must be accredited by an accrediting agency recognized by the DOE and certified as eligible by the DOE. The DOE will certify an institution to participate in the Title IV programs only after the institution has demonstrated compliance with the HEA and the DOE's extensive academic, administrative, and financial regulations regarding institutional eligibility and certification. An institution must also demonstrate its compliance with these requirements to the DOE on an ongoing basis. Aspen University performs periodic reviews of its compliance with the various applicable regulatory requirements. | ||||||
On March 27, 2012 and on August 31, 2012, Aspen University provided the DOE with letters of credit for which the due date was extended to December 31, 2013. The DOE may impose additional or different terms and conditions in any final provisional program participation agreement that it may issue (See Note 2 "Restricted Cash"). | ||||||
The HEA requires accrediting agencies to review many aspects of an institution's operations in order to ensure that the education offered is of sufficiently high quality to achieve satisfactory outcomes and that the institution is complying with accrediting standards. Failure to demonstrate compliance with accrediting standards may result in the imposition of probation, the requirements to provide periodic reports, the loss of accreditation or other penalties if deficiencies are not remediated. | ||||||
Because Aspen University operates in a highly regulated industry, it may be subject from time to time to audits, investigations, claims of noncompliance or lawsuits by governmental agencies or third parties, which allege statutory violations, regulatory infractions or common law causes of action. | ||||||
Return of Title IV Funds | ||||||
An institution participating in Title IV programs must correctly calculate the amount of unearned Title IV program funds that have been disbursed to students who withdraw from their educational programs before completion and must return those unearned funds in a timely manner, generally within 45 days of the date the school determines that the student has withdrawn. Under Department regulations, failure to make timely returns of Title IV program funds for 5% or more of students sampled on the institution's annual compliance audit in either of its two most recently completed fiscal years can result in the institution having to post a letter of credit in an amount equal to 25% of its required Title IV returns during its most recently completed fiscal year. If unearned funds are not properly calculated and returned in a timely manner, an institution is also subject to monetary liabilities or an action to impose a fine or to limit, suspend or terminate its participation in Title IV programs. | ||||||
Delaware Approval to Confer Degrees | ||||||
Aspen University is a Delaware corporation. Delaware law requires an institution to obtain approval from the Delaware Department of Education ("Delaware DOE") before it may incorporate with the power to confer degrees. On July 3, 2012, Aspen University received notice from the Delaware DOE that it is granted provisional approval status effective until June 30, 2015. Aspen University is authorized by the Colorado Commission on Education to operate in Colorado as a degree granting institution. | ||||||
Unauthorized Borrowings | ||||||
During 2005 through 2011, the Company advanced funds without board authority to both Patrick Spada (former Chairman of the Company) and HEMG, of which Patrick Spada is President. The amount of unauthorized borrowings during the year ended December 31, 2011 was $14,876, which has been expensed as a loss due to unauthorized borrowing, a non-operating item (See Note 15). Mr. Spada and HEMG have denied taking any advances (See "Legal Matters" above). | ||||||
Letter of Credit | ||||||
The Company maintains a letter of credit under a DOE requirement (See Note 2 "Restricted Cash"). |
Temporary_Equity
Temporary Equity | 4 Months Ended |
Apr. 30, 2013 | |
Notes To Financial Statements [Abstract] | |
11. Temporary Equity | Note 11. Temporary Equity |
During 2011, Aspen sold an aggregate of 850,395 Series A preferred shares in exchange for cash proceeds of $809,900 (of which $230,000 was received from then related parties). The Series A shares had the following features: (i) equal voting rights as the shares of common stock; (ii) automatically convert to shares of common stock at the time Aspen is required to file Forms 10-Q and 10-K with the SEC (the "SEC Reporting Date"); (iii) a conversion ratio of 1 share of common stock for each share of Series A; (iv) until the SEC Reporting Date, transfer restricted to permitted transfers; (v) until the SEC Reporting Date, price protection should any common stock or equivalents be issued with a lower conversion ratio; (vi) 5% cumulative accruing dividends whether or not declared (payable only upon redemption per vii); and (vii) shall be redeemed by Aspen if: (a) Michael Mathews is no longer the CEO, or (b) the SEC Reporting Date does not occur on or before January 31, 2012 (on February 29, 2012, this was extended to March 15, 2012), but (c) only to the extent Aspen has EBITDA. During the year ended December 31, 2011, cumulative dividend on the Series A preferred shares amounted to $34,500 (See Note 15). | |
During 2011, Aspen sold an aggregate of 1,176,750 Series D preferred shares and a warrant to purchase 400,000 Series D shares in exchange for cash proceeds of $1,109,268, net of offering costs of $67,482. The warrants are exercisable at $1.00 per share for five years beginning June 28, 2011 and, after the SEC Reporting Date, are exercisable into shares of common stock of Aspen. The Series D shares have the same features as the Series A shares (see above) except for 550,000 of the Series D shares for which the price protection is for a period of 36 months following the SEC Reporting Date. During the year ended December 31, 2011, cumulative dividend on the Series D preferred shares amounted to $30,632. | |
During 2011, Aspen sold an aggregate of 1,700,000 Series E preferred shares in exchange for cash proceeds of $1,550,817, net of offering costs of $149,183 and a warrant to purchase 56,000 Series E shares. The warrants are exercisable at $1.00 per share for five years beginning September 28, 2011 and, after the SEC Reporting Date, are exercisable into shares of common stock of Aspen. The Series E shares had the same features as the Series A shares (see above) except item (v) the price protection is for a period of 36 months following the SEC Reporting Date. During the year ended December 31, 2011, cumulative dividend on the Series E preferred shares amounted to $22,194. | |
On October 28, 2011, Aspen filed a First Amendment to the second amended and restated certificate of incorporation whereby a liquidation preference equal to the original issue price ($1.00) was added to both the Series D and Series E shares. In addition, the liquidation preferences of the Series D shares became pari passu with the liquidation preferences of the Series E shares and the liquidation preferences of both the Series D and Series E shares became senior to the liquidation preferences of the Series C shares. On January 23, 2012, Aspen filed a Second Amendment to the second amended and restated certificate of incorporation whereby the Series A, Series D and Series E preferred shares shall be redeemed if the SEC Reporting Date does not occur on or before February 29, 2012. On February 29, 2012, Aspen filed a Third Amendment to the second amended and restated certificate of incorporation whereby the Series A, Series D and Series E preferred shares shall be redeemed if the SEC Reporting Date does not occur on or before March 15, 2012. The SEC Reporting Date occurred on March 13, 2012. | |
Prior to their conversion to shares of common stock on March 13, 2012, the Series A, Series D and Series E preferred shares were classified as temporary equity. During 2012 through March 13, 2012, the preferred shares accumulated additional dividends of $37,379 and as of March 13, 2012, total cumulative preferred dividends were $124,705. On March 13, 2012, all preferred shares were automatically converted into shares of common stock and, based on the terms of the preferred shares, none of the cumulative dividends shall ever be paid (See Note 12). |
Stockholders_Equity_Deficiency
Stockholders' Equity (Deficiency) | 3 Months Ended | 4 Months Ended | ||||||||||||||||||||||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||||||||||||||||||||||||||||||
Notes To Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||
12. Stockholders' Equity (Deficiency) | Note 9. Stockholders' Equity | Note 12. Stockholders' Equity (Deficiency) | ||||||||||||||||||||||||||||||||
Common Stock | Stock Dividends and Reverse Split | |||||||||||||||||||||||||||||||||
As part of two contracts entered into during the three months ended July 31, 2013, the Company issued restricted stock to two firms as part of their fees for services. The fair value of the stock issued was set up as a prepaid expense and is being amortized over the service period of the contract. On June 27, 2013, the Company issued one firm 317,143 shares of its common stock valued at $0.35 per share (based on recent sales of shares by the Company) to an investor relations firm pursuant to a service agreement with two service components, one for three months and one for 12 months. The $111,000 of expense is being recognized in two pieces, $90,000 over 12 months and $21,000 over three months. On July 24, 2013, the Company issued the second firm 300,000 shares of its common stock valued at $0.35 per share (based on recent sales of shares by the Company) to a business development consultant pursuant to a six month consulting agreement. The $105,000 of expense is being recognized over the service period of the contract. | On May 17, 2011, Aspen declared a stock dividend of 1.1 new shares of common stock of the Company for each share presently held as of the close of business on May 20, 2011. All references to the Company's outstanding shares, warrants and per share information have been retroactively adjusted to give effect to the stock dividend. | |||||||||||||||||||||||||||||||||
Warrants | On February 23, 2012, Aspen approved a stock dividend of one new share of Aspen for each share presently held. Following the stock dividend, Aspen approved a one-for-two reverse stock split as of the close of business on February 24, 2012 in which each two shares of common stock shall be combined into one share of common stock. This was done in order to reduce the conversion ratio of the Aspen convertible preferred stock for all Series to 1 for 1 except for Series C, which then had a conversion ratio of 0.8473809. | |||||||||||||||||||||||||||||||||
A summary of the Company's warrant activity during the three months ended July 31, 2013 is presented below: | Authorized and Designated Shares | |||||||||||||||||||||||||||||||||
On May 17, 2011, Aspen amended its certificate of incorporation whereby the total number of authorized shares was increased from 10,000,000 shares to: (i) 60,000,000 shares of common stock having a par value of $0.001 per share, and (ii) 20,000,000 shares of preferred stock having a par value of $0.001 per share. | ||||||||||||||||||||||||||||||||||
Weighted | ||||||||||||||||||||||||||||||||||
Weighted | Average | On May 17, 2011, Aspen designated 850,500 Series A preferred shares, 368,421 Series B preferred shares, 11,411,400 Series C preferred shares, and 3,700,000 Series D preferred shares. | ||||||||||||||||||||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | On September 9, 2011, Aspen filed its second amended certificate of incorporation whereby Aspen designated 2,000,000 Series E preferred shares. | ||||||||||||||||||||||||||||||
Warrants | Shares | Price | Term | Value | ||||||||||||||||||||||||||||||
Balance Outstanding, April 30, 2013 | 9,090,292 | $ | 0.46 | |||||||||||||||||||||||||||||||
Granted | 1,115,026 | 0.33 | ||||||||||||||||||||||||||||||||
Exercised | - | - | Preferred Stock | |||||||||||||||||||||||||||||||
Forfeited | (40,000 | ) | 0.5 | |||||||||||||||||||||||||||||||
Expired | - | - | In May 2011, $350,000 of Aspen convertible notes were converted into 368,411 Series B preferred shares (See Notes 9 and 15). The Series B shares had the following features: (i) equal voting rights as the shares of common stock; (ii) automatically convert to shares of common stock at the time the Company is required to file Forms 10-Q and 10-K with the SEC Reporting Date; (iii) a conversion ratio of 1 share of common stock for each share of Series B; (iv) until the SEC Reporting Date, transfer restricted to permitted transfers; and (v) until the SEC Reporting Date, price protection should any common stock or equivalents be issued with a lower conversion ratio. | |||||||||||||||||||||||||||||||
Balance Outstanding, July 31, 2013 | 10,165,318 | $ | 0.45 | 4.1 | $ | 51,862 | ||||||||||||||||||||||||||||
On May 20, 2011, as part of a post-closing transaction of the merger with EGC, Aspen's largest stockholder exchanged all 11,307,450 shares of common stock owned into 11,307,450 Series C shares. The Series C shares had the following features: (i) equal voting rights as the shares of common stock; (ii) automatically convert to shares of common stock at the time the Company is required to file Forms 10-Q and 10-K with the SEC Reporting Date; (iii) a conversion ratio of 0.8473809 shares of common for each share of Series C; (iv) until the SEC Reporting Date, transfer restricted to permitted transfers; (v) exclusion from the two-for-one stock split effectuated immediately prior to the SEC Reporting Date (See Note 15); and (vi) a liquidation preference of $0.001 per share. | ||||||||||||||||||||||||||||||||||
Exercisable, July 31, 2013 | 10,165,318 | $ | 0.45 | 4.1 | $ | 51,862 | ||||||||||||||||||||||||||||
On March 13, 2012, all preferred shares were automatically converted into shares of common stock and, based on the terms of the preferred shares (See below). | ||||||||||||||||||||||||||||||||||
The Company issued 1,115,026 warrants to a placement agent as a fee related to prior investments. There was no accounting effect for this warrant issuance. | ||||||||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||||||
Certain of the Company's warrants contain price protection. The Company evaluated whether the price protection provision of the warrant would cause derivative treatment. In its assessment, the Company determined that since its shares are not readily convertible to cash due to an inactive trading market, the warrants are excluded from derivative treatment. | ||||||||||||||||||||||||||||||||||
On May 11, 2011, pursuant to a rescission offer, Aspen repurchased an aggregate of 170,100 shares of common stock and returned to investors an aggregate of $165,000 as a result of Blue Sky violations. The treasury shares were subsequently retired. | ||||||||||||||||||||||||||||||||||
Stock Incentive Plan and Stock Option Grants to Employees and Directors | ||||||||||||||||||||||||||||||||||
On May 19, 2011, Aspen issued 3,200,000 shares of common stock of Aspen in order to acquire all of the outstanding shares of EGC as part of a merger (See Note 1). | ||||||||||||||||||||||||||||||||||
Immediately following the closing of the Reverse Merger, on March 13, 2012, the Company adopted the 2012 Equity Incentive Plan (the "Plan") that provides for the grant of 2,500,000 shares (increased to 5,600,000 shares effective September 28, 2012, to 8,000,000 shares effective January 16, 2013 and to 9,300,000 on May 14, 2013) in the form of incentive stock options, non-qualified stock options, restricted shares, stock appreciation rights and restricted stock units to employees, consultants, officers and directors. On January 16, 2013, 1,291,167 options were modified to be Plan options. There was no accounting effect for such modifications. As of July 31, 2013, 459,408 shares were remaining under the Plan for future issuance. | ||||||||||||||||||||||||||||||||||
On May 20, 2011, as part of a post-closing transaction of the merger with EGC and a settlement with a certain group of investors, Aspen repurchased an aggregate of 850,500 shares of common stock and returned to investors an aggregate of $740,000. The treasury shares were subsequently retired. | ||||||||||||||||||||||||||||||||||
During the three months ended July 31, 2013, the Company granted to employees 1,536,211 stock options, all of which were under the Plan, having an exercise price of $0.35 per share. 200,000 of these options vest pro rata over two years on each anniversary date, 545,000 of these options vest pro rata over three years on each anniversary date and 791,211 vest over 7 months starting June 30, 2013. All options expire five years from the grant date. The total fair value of stock options granted to employees during the three months ended July 31, 2013 was $184,345, which is being recognized over the respective vesting periods. The Company recorded compensation expense of $148,608 for the three months ended July 31, 2013, in connection with outstanding employee stock options. The Company recorded compensation expense of $52,701 for the three months ended July 31, 2012, in connection with outstanding employee stock options. | ||||||||||||||||||||||||||||||||||
On December 28, 2011, the Company repurchased an aggregate of 34,020 shares of common stock and returned to investors an aggregate of $21,200. The treasury shares were subsequently retired. | ||||||||||||||||||||||||||||||||||
The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of the Company's stock price over the expected term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted to employees during the three months ended July 31, 2013: | ||||||||||||||||||||||||||||||||||
On March 13, 2012, all of the outstanding preferred shares of the Company were automatically converted into 13,677,274 shares of common stock of Aspen Group, Inc. (See Note 11). | ||||||||||||||||||||||||||||||||||
July 31, | Pursuant to the recapitalization discussed below, the Company is deemed to have issued 9,760,000 shares of common stock to the original stockholders of the publicly-held entity. | |||||||||||||||||||||||||||||||||
Assumptions | 2013 | |||||||||||||||||||||||||||||||||
Expected life (years) | 3.5 | In April 2012, the Company issued 20,000 shares of common stock upon the conversion of $20,000 of convertible notes payable (See Note 9). | ||||||||||||||||||||||||||||||||
Expected volatility | 46.50% | |||||||||||||||||||||||||||||||||
Weighted-average volatility | 46.50% | On September 28, 2012, the Company raised $2,494,899 (net of offering costs of $262,101) from the sale of 78.77 Units (including 7,877,144 shares of common stock and 3,938,570 five-year warrants exercisable at $0.50 per share) through Laidlaw. Of the amount raised, $212,000 or 605,716 shares of common stock were from directors of the Company. Also, on September 28, 2012, as a result of this financing, all of the $1,706,000 (face value) of Convertible Notes from the Phase One financing automatically converted into 5,130,795 shares of common stock at the contractual rate of $0.3325 per share. In addition, 202,334 shares of common stock and 50,591 five-year warrants exercisable at $0.3325 per share were issued to settle $67,276 of accrued interest on the aforementioned Convertible Notes. Accordingly, a loss of $3,339 was recognized upon settlement (See Note 9). | ||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.38% | |||||||||||||||||||||||||||||||||
Dividend yield | 0.00% | On September 28, 2012, as a result of the aforementioned financing, a $49,825 (face value) Convertible Note was automatically converted into 142,357 shares of common stock at the contractual rate of $0.35 per share. In addition, 112 shares of common stock were issued to settle $39 of accrued interest on the aforementioned convertible note. No gain or loss was recognized upon settlement (See Note 9). | ||||||||||||||||||||||||||||||||
Expected forfeiture rate | 3.90% | |||||||||||||||||||||||||||||||||
The Company utilized the simplified method to estimate the expected life for stock options granted to employees. The simplified method was used as the Company does not have sufficient historical data regarding stock option exercises. The expected volatility is based on the average of the expected volatilities from the most recent audited financial statements available for comparative public companies that are deemed to be similar in nature to the Company. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected life of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. | On September 28, 2012, as a result of the initial closing of the Phase Two financing, 4,516,917 shares of common stock and warrants to purchase 915,429 shares of common stock at $0.3325 per share were issued to the former owners of Aspen Series D and Series E shares under the price protection provision. This resulted in an increase in stock of common stock of $4,517 with a corresponding decrease in additional paid-in capital. 550,000 of the former Series D shares and all 1,700,000 of the former Series E shares continue to have price protection through March 13, 2015. | |||||||||||||||||||||||||||||||||
A summary of the Company's stock option activity for employees and directors during the three months ended July 31, 2013 is presented below: | On October 1, 2012, the Company purchased 264,000 shares of common stock for $132,000, from the Company's former chairman (see Notes 4 and 15). On November 13, 2012, these shares were retired. | |||||||||||||||||||||||||||||||||
On December 7, 2012, the Company purchased 200,000 shares of common stock for $70,000, from the Company's former chairman. The shares are being held as treasury shares. | ||||||||||||||||||||||||||||||||||
Weighted | ||||||||||||||||||||||||||||||||||
Weighted | Average | On October 1, 2012, the Company retained two investor relations firms agreeing to pay one firm $50,000 a year for two years and issuing it 200,000 shares of common stock , having a fair value of $70,000 based on recent sales of common stock. The second firm was retained for one year with a fee of $5,000 per month. The second firm also received 100,000 shares of common stock and 100,000 five-year warrants exercisable at $0.60 per share, having a fair value of $43,000 based on recent sale of Units. | ||||||||||||||||||||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | On October 10, 2012, the Company entered into a non-exclusive agreement with Global Arena Capital Corp. ("GAC"), a broker-dealer, through which GAC agreed to use its best efforts to raise up to $2,030,000 from the sale of Units of common stock and warrants that are identical to those Units sold on September 28, 2012. The Company agreed to compensate GAC from sales of Units by paying it compensation equal to 10% of the gross proceeds sold by it. The Company also agreed to issue GAC five-year warrants to purchase 10% of the same Units it sells to investors with an exercise price equal to the purchase price paid by investors ($35,000 per Unit). In addition, the Company agreed to pay GAC a 3% non-accountable expense allowance from the proceeds of Units sold by it. | ||||||||||||||||||||||||||||||
Options | Shares | Price | Term | Value | ||||||||||||||||||||||||||||||
Balance Outstanding, April 30, 2013 | 7,344,381 | $ | 0.35 | As of December 31, 2012, the Company raised $530,337 (net of offering costs of $184,663 and five-year warrants to purchase: (i) 100,000 shares of common stock at $0.35 per share and (ii) 98,000 shares of common stock at $0.50 per share.) from the sale of 20.43 Units (including 2,042,856 shares of common stock and 1,021,432 warrants) under the offering. | ||||||||||||||||||||||||||||||
Granted | 1,536,211 | $ | 0.35 | |||||||||||||||||||||||||||||||
Exercised | - | During the period from February 13, 2013 through March 1, 2013, the Company raised $519,370 (net of offering costs of $45,630) from the sale of 16.14 Units (including 1,614,286 shares of common stock and 807,143 five-year warrants exercisable at $0.50 per share) on its own behalf without the use of a broker. The warrants have cashless exercise provisions. On March 14, 2013, and based on the Company having increased the remainder of the Offering by $20,000, the Company entered into an exclusive engagement with Laidlaw & Company (UK) Ltd. under which Laidlaw agreed to use its best effort to sell up to $770,000 of Units with the same terms as the Units the Company sold in 2012 and 2013 to date. Laidlaw received cash commissions of 10% based on the number of Units sold and five-year warrants equal to 10% of the securities sold exercisable at $0.50 per share. | ||||||||||||||||||||||||||||||||
Forfeited | (40,000 | ) | $ | 0.35 | ||||||||||||||||||||||||||||||
Expired | - | On April 18, 2013, the Company raised $522,170 (net of offering costs of $78,158 and five-year warrants to purchase 169,021 shares of common stock at $0.50 per share) from the sale of 17.15 Units (comprised of 1,715,217 shares of common stock and 857,609 five-year warrants exercisable at $0.50 per share). All of the Units were sold with the assistance of Laidlaw except $8,750, which the Company raised on its own behalf and was not subject to a commission. Cash commissions of $59,158 and five-year warrants to purchase 169,021 shares of common stock at $0.50 per share are due to Laidlaw as offering fees. The Laidlaw engagement terminated after these transactions. | ||||||||||||||||||||||||||||||||
Balance Outstanding, July 31, 2013 | 8,840,592 | $ | 0.35 | 4.2 | $ | - | ||||||||||||||||||||||||||||
Exercisable, July 31, 2013 | 2,051,998 | $ | 0.35 | 4.1 | $ | - | Recapitalization | |||||||||||||||||||||||||||
The weighted-average grant-date fair value of options granted to employees during the three months ended July 31, 2013 was $0.12. | On March 13, 2012 (the "recapitalization date"), Aspen University was acquired by Aspen Group, Inc., an inactive publicly-held company, in a reverse merger transaction accounted for as a recapitalization of Aspen University (the "Recapitalization" or the "Reverse Merger"). The common and preferred stockholders of the Company received 25,515,204 shares of common stock of Aspen Group, Inc. in exchange for 100% of the capital stock of Aspen University Inc. For accounting purposes, Aspen University Inc. is the acquirer and Aspen Group, Inc. is the acquired company because the stockholders of Aspen University Inc. acquired both voting and management control of the combined entity. The Company is deemed to have issued 9,760,000 shares of common stock to the original stockholders of the publicly-held entity. Accordingly, after completion of the recapitalization, the historical operations of the Company are those of Aspen University Inc. and the operations since the recapitalization date are those of Aspen University Inc. and Aspen Group, Inc. The assets and liabilities of both companies are combined at historical cost on the recapitalization date. As a result of the recapitalization and conversion of all Company preferred shares into shares of common stock of the public entity, all redemption and dividend rights of preferred shares were terminated. As a result of the recapitalization, the Company now has 120,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share authorized. The assets acquired and liabilities assumed from the publicly-held company were as follows: | |||||||||||||||||||||||||||||||||
As of July 31, 2013, there was $494,292 of total unrecognized compensation costs related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 4.23 years. | ||||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 337 | ||||||||||||||||||||||||||||||||
Stock Option Grants to Non-Employees | Liabilities assumed | (21,206 | ) | |||||||||||||||||||||||||||||||
Net | $ | (20,869 | ) | |||||||||||||||||||||||||||||||
On March 15, 2012, the Company granted 175,000 stock options to non-employees, all of which were under the Plan, having an exercise price of $1.00 per share. The options vest pro rata over three years on each anniversary date; all options expire five years from the grant date. The total fair value of the stock options granted was $57,750, all of which was recognized immediately as these stock options were issued for prior services rendered. On December 17, 2012, the Company repriced the stock options issued from having an exercise price of $1.00 per share to $0.35 per share. Accordingly, the incremental increase in the fair value of $15,750 was recognized immediately. | ||||||||||||||||||||||||||||||||||
Stock Warrants | ||||||||||||||||||||||||||||||||||
There were no stock options granted to non-employees during the three months ended July 31, 2013. The Company recorded compensation expense of $748 and $0 for the three months ended July 31, 2013 and 2012, in connection with non-employee stock options. | ||||||||||||||||||||||||||||||||||
On September 28, 2012, as a result of the initial closing of the Phase Two financing, (i) warrants to purchase 915,429 shares of common stock at $0.3325 per share were issued to the former owners of Aspen Series D and Series E shares under full-ratchet price protection provisions and (ii) the exercise price of the original 456,000 warrants held by the former owners of Series D and Series E shares changed from $1.00 per share to $0.3325 per share. In addition, the exercise price of 426,500 warrants held by the former holders of Convertible Notes (sold during March through June of 2012 with the assistance of Laidlaw) changed from $1.00 per share to $0.3325 per share under price protection provisions. As the aforementioned issuances and changes in exercise price of warrants stemmed from price protection provisions in the original contracts, no expense was recognized. | ||||||||||||||||||||||||||||||||||
The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted to non-employees during the three months ended July 31, 2013: | ||||||||||||||||||||||||||||||||||
On October 1, 2012, the Company retained an investor relations firm. As part of its compensation, the investor relations firm received 100,000 five-year warrants exercisable at $0.60 per share, having a fair value of $8,000. As the warrants vested immediately, the entire $8,000 was recognized as a prepaid expense and is being amortized over the term of the agreement. | ||||||||||||||||||||||||||||||||||
July 31, | On October 23, 2012, the Company issued 150,000 five-year warrants exercisable at $0.50 per share, having a fair value of $15,000. As the warrants vested immediately and were for prior services, the entire $15,000 was expensed immediately. On December 17, 2012, the warrants were repriced to have an exercise price of $0.35 per share, resulting in additional expense of $4,500, which was expensed immediately. | |||||||||||||||||||||||||||||||||
Assumptions | 2013 | |||||||||||||||||||||||||||||||||
Expected life (years) | N/A | During the 4 months ended April 30, 2013, the Company issued 1,833,770 warrants exercisable at $0.50 per share. (See "Common Stock" above) | ||||||||||||||||||||||||||||||||
Expected volatility | N/A | |||||||||||||||||||||||||||||||||
Weighted-average volatility | N/A | All other outstanding warrants issued by the Company to date have been related to capital raises. Accordingly, the Company has not recognized any additional stock-based compensation for other warrants issued during the years presented. A summary of the Company's warrant activity during the four months ended April 30, 2013 is presented below: | ||||||||||||||||||||||||||||||||
Risk-free interest rate | N/A | |||||||||||||||||||||||||||||||||
Dividend yield | N/A | |||||||||||||||||||||||||||||||||
Weighted | ||||||||||||||||||||||||||||||||||
A summary of the Company's stock option activity for non-employees during the three months ended July 31, 2013 is presented below: | Weighted | Average | ||||||||||||||||||||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||||||||||||||||||||||
Weighted | Average | Warrants | Shares | Price | Term | Value | ||||||||||||||||||||||||||||
Average | Remaining | Aggregate | Balance Outstanding, December 31, 2012 | 7,256,522 | $ | 0.45 | ||||||||||||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | Granted | 1,833,770 | 0.5 | ||||||||||||||||||||||||||||
Options | Shares | Price | Term | Value | Exercised | - | - | |||||||||||||||||||||||||||
Balance Outstanding, April 30, 2013 | 270,000 | $ | 0.35 | Forfeited | - | - | ||||||||||||||||||||||||||||
Granted | - | $ | - | Expired | - | - | ||||||||||||||||||||||||||||
Exercised | - | Balance Outstanding, April 30, 2013 | 9,090,292 | $ | 0.46 | 4.4 | $ | 32,349 | ||||||||||||||||||||||||||
Forfeited | ||||||||||||||||||||||||||||||||||
Expired | - | Exercisable, April 30, 2013 | 9,090,292 | $ | 0.46 | 4.4 | $ | 32,349 | ||||||||||||||||||||||||||
Balance Outstanding, July 31, 2013 | 270,000 | $ | 0.35 | 4.3 | $ | - | ||||||||||||||||||||||||||||
Exercisable, July 31, 2013 | 47,250 | N/A | N/A | N/A | Certain of the Company's warrants contain price protection. The Company evaluated whether the price protection provision of the warrant would cause derivative treatment. In its assessment, the Company determined that since its shares are not readily convertible to cash due to an inactive trading market, through April 30, 2013 the warrants are excluded from derivative treatment. | |||||||||||||||||||||||||||||
Stock Incentive Plan and Stock Option Grants to Employees and Directors | ||||||||||||||||||||||||||||||||||
Immediately following the closing of the Reverse Merger, on March 13, 2012, the Company adopted the 2012 Equity Incentive Plan (the "Plan") that provides for the grant of 2,500,000 shares (increased to 5,600,000 shares effective September 28, 2012, to 8,000,000 effective January 16, 2013, and to 9,300,000 effective May 2013) in the form of incentive stock options, non-qualified stock options, restricted shares, stock appreciation rights and restricted stock units to employees, consultants, officers and directors. As of December 31, 2012, no shares were remaining under the Plan for future issuance (See Note 16). | ||||||||||||||||||||||||||||||||||
On October 23, 2012, the Company issued non-Plan stock options to its executive officers as compensation for salary deferrals through August 31, 2012. Messrs. Michael Mathews, Brad Powers and David Garrity received 288,911, 255,773, and 136,008 five-year stock options, respectively, exercisable at $0.35 per share which options are fully vested. In aggregate, 680,692 stock options were issued to settle $238,562 of accrued salaries. No gain was recognized as the settlement was between the Company and related parties. On January 16, 2013, these options were modified to be Plan options (See Note 16). | ||||||||||||||||||||||||||||||||||
On October 23, 2012, the Company issued additional non-Plan options to executive officers who reduced their salaries for the period September 1 through December 31, 2012. The Company granted Messrs. Mathews, Powers and Garrity each 166,666 five-year options, respectively, and Dr. Gerald Williams 47,620 five-year options, all exercisable at $0.35 per share with 25% of these options vesting on the last day of September, October, November and December 2012, subject to the applicable executive remaining employed on each applicable vesting date. In aggregate, 547,618 stock options were issued as part of the reduced salaries. All stock options or shares granted are valued on the appropriate measurement date and the related expense shall be recognized over the requisite service period. On January 16, 2013, these options were modified to be Plan options (See Note 16). | ||||||||||||||||||||||||||||||||||
Prior to 2011, the Company received $22,000 from a director of the Company in exchange for a note payable bearing interest of 10%, due on demand. On November 21, 2012, the director forgave the $22,000 balance due from Aspen in exchange for 62,857 five-year vested non-Plan stock options exercisable at $0.35 per share. No gain was recognized as the settlement was between the Company and related parties. On January 16, 2013, these options were modified to be Plan options (See Notes 9, 15 and 16). | ||||||||||||||||||||||||||||||||||
On December 17, 2012, the Company repriced 1,705,000 stock options from having an exercise price of $1.00 per share to $0.35 per share. Accordingly, the incremental increase in the fair value due to the repricing is being recognized over the remaining service period of the stock options. | ||||||||||||||||||||||||||||||||||
During the four months ended April 30, 2013, the Company granted to employees 658,914 stock options, all of which were under the Plan, having an exercise price of $0.35 per share. The options vest pro rata over three to four years on each anniversary date; all options expire five years from the grant date. The total fair value of stock options granted to employees during the four months ended April 30, 2013 was $79,070, which is being recognized over the respective vesting periods. | ||||||||||||||||||||||||||||||||||
During the year ended December 31, 2012, including the aforementioned stock option issuances in this section, the Company granted to employees 6,777,967 stock options, net of cancellations (including repriced stock options), all of which were under the Plan, having an exercise price of $0.35 per share. While most of the options vest pro rata over three to four years on each anniversary date, 910,214 vested immediately; all options expire five years from the grant date. The total fair value of stock options granted to employees during the four months ended April 30, 2013 and for the year ended December 31, 2012 was $79,070 and $1,747,007, respectively. In connection with employee stock options, the Company recorded compensation expense of $153,818, $81,605 and $252,057 for the four months ended April 30, 2013 and 2012 and for the year ended December 31, 2012, respectively. | ||||||||||||||||||||||||||||||||||
The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of the Company's stock price over the expected term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted to employees during the four months ended April 30, 2013 and during the years ended December 31, 2012 and 2011: | ||||||||||||||||||||||||||||||||||
April 30, | December 31, | |||||||||||||||||||||||||||||||||
Assumptions | 2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Expected life (years) | 3.5 - 3.75 | 2.5 - 3.8 | N/A | |||||||||||||||||||||||||||||||
Expected volatility | 46.3%- 46.5% | 44.2% - 50.9% | N/A | |||||||||||||||||||||||||||||||
Weighted-average volatility | 46.50% | 49.00% | N/A | |||||||||||||||||||||||||||||||
Risk-free interest rate | .36%-.44% | 0.31% - 0.60% | N/A | |||||||||||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | N/A | |||||||||||||||||||||||||||||||
Expected forfeiture rate | 3.90% | 1.70% | N/A | |||||||||||||||||||||||||||||||
The Company utilized the simplified method to estimate the expected life for stock options granted to employees. The simplified method was used as the Company does not have sufficient historical data regarding stock option exercises. The expected volatility is based on the average of the expected volatilities from the most recent audited financial statements available for comparative public companies that are deemed to be similar in nature to the Company. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected life of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. | ||||||||||||||||||||||||||||||||||
A summary of the Company's stock option activity for employees and directors during the four months ended April 30, 2013 is presented below: | ||||||||||||||||||||||||||||||||||
Weighted | ||||||||||||||||||||||||||||||||||
Weighted | Average | |||||||||||||||||||||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||||||||||||||||||||||
Options | Shares | Price | Term | Value | ||||||||||||||||||||||||||||||
Balance Outstanding, December 31, 2012 | 6,777,967 | $ | 0.35 | |||||||||||||||||||||||||||||||
Granted | 658,914 | $ | 0.35 | |||||||||||||||||||||||||||||||
Exercised | - | |||||||||||||||||||||||||||||||||
Forfeited | (92,500 | ) | $ | 0.35 | ||||||||||||||||||||||||||||||
Expired | - | |||||||||||||||||||||||||||||||||
Balance Outstanding, April 30, 2013 | 7,344,381 | $ | 0.35 | 4.4 | $ | - | ||||||||||||||||||||||||||||
Exercisable, April 30, 2013 | 2,056,998 | $ | 0.35 | 4.4 | $ | - | ||||||||||||||||||||||||||||
The weighted-average grant-date fair value of options granted to employees during the four months ended April 30, 2013 was $0.12. | ||||||||||||||||||||||||||||||||||
As of April 30, 2013, there was $911,782 of total unrecognized compensation costs related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.5 years. | ||||||||||||||||||||||||||||||||||
Stock Option Grants to Non-Employees | ||||||||||||||||||||||||||||||||||
On March 15, 2012, the Company granted 175,000 stock options to non-employees, all of which were under the Plan, having an exercise price of $1.00 per share. The options vest pro rata over three years on each anniversary date; all options expire five years from the grant date. The total fair value of the stock options granted was $57,750, all of which was recognized immediately as these stock options were issued for prior services rendered. On December 17, 2012, the Company repriced the stock options issued from having an exercise price of $1.00 per share to $0.35 per share. Accordingly, the incremental increase in the fair value of $15,750 was recognized immediately. | ||||||||||||||||||||||||||||||||||
On October 23, 2012, under the Plan, the Company issued to a consultant 20,000 five-year stock options exercisable at $0.50 per share vesting in equal annual increments over a three-year period subject to the consultant continuing to provide services for the Company. The total fair value of the stock options granted was $2,000, all of which was recognized immediately as these stock options were issued for prior services rendered. On December 17, 2012, the Company repriced the stock options issued from having an exercise price of $0.50 per share to $0.35 per share. Accordingly, the incremental increase in the fair value of $600 was recognized immediately. | ||||||||||||||||||||||||||||||||||
The total fair value of 75,000 stock options granted to a faculty member during the four months ended April 30, 2013 was $9,000, which will be recognized over 3 years as this contract employee provides services to Aspen. | ||||||||||||||||||||||||||||||||||
The Company recorded compensation expense of $244 for the four months ended April 30, 2013 in connection with this particular non-employee grant. The Company recorded compensation expense of $95,600 for the year ended December 31, 2012, in connection with non-employee stock options. The total fair value of stock options granted to non-employees during the year ended December 31, 2012 was $95,600, all of which was recognized immediately as these stock options were issued for prior services rendered. | ||||||||||||||||||||||||||||||||||
The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted to non-employees during the four month ended April 30, 2013 and for the years ended December 31, 2012 and 2011: | ||||||||||||||||||||||||||||||||||
April 30, | December 31, | |||||||||||||||||||||||||||||||||
Assumptions | 2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Expected life (years) | 4 | 2.7 - 5.0 | N/A | |||||||||||||||||||||||||||||||
Expected volatility | 46.50% | 44.2% - 50.0% | N/A | |||||||||||||||||||||||||||||||
Weighted-average volatility | 46.50% | 47.40% | N/A | |||||||||||||||||||||||||||||||
Risk-free interest rate | 0.38% | 0.37% - 0.60% | N/A | |||||||||||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | N/A | |||||||||||||||||||||||||||||||
A summary of the Company's stock option activity for non-employees during the four months ended April 30, 2013 is presented below: | ||||||||||||||||||||||||||||||||||
Weighted | Average | |||||||||||||||||||||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||||||||||||||||||||||
Options | Shares | Price | Term | Value | ||||||||||||||||||||||||||||||
Balance Outstanding, December 31, 2012 | 195,000 | $ | 0.35 | |||||||||||||||||||||||||||||||
Granted | 75,000 | $ | 0.35 | |||||||||||||||||||||||||||||||
Exercised | - | |||||||||||||||||||||||||||||||||
Forfeited | ||||||||||||||||||||||||||||||||||
Expired | - | |||||||||||||||||||||||||||||||||
Balance Outstanding, April 30, 2013 | 270,000 | $ | 0.35 | 4 | $ | - | ||||||||||||||||||||||||||||
Exercisable, April 30, 2013 | - | N/A | N/A | N/A | ||||||||||||||||||||||||||||||
Income_Taxes
Income Taxes | 4 Months Ended | ||||||||||||
Apr. 30, 2013 | |||||||||||||
Notes To Financial Statements [Abstract] | |||||||||||||
13. Income Taxes | Note 13. Income Taxes | ||||||||||||
The components of income tax expense (benefit) are as follows: | |||||||||||||
For the | |||||||||||||
Four Months | For the | ||||||||||||
Ended | Year Ended | ||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current: | |||||||||||||
Federal | $ | - | $ | - | $ | - | |||||||
State | - | - | - | ||||||||||
- | - | - | |||||||||||
Deferred: | |||||||||||||
Federal | - | - | - | ||||||||||
State | - | - | - | ||||||||||
- | - | - | |||||||||||
Total Income tax expense (benefit) | $ | - | $ | - | $ | - | |||||||
Significant components of the Company's deferred income tax assets and liabilities are as follows: | |||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss | $ | 4,256,530 | $ | 3,649,651 | $ | 2,064,725 | |||||||
Allowance for doubtful accounts | 23,948 | 261,946 | 17,637 | ||||||||||
Intangible assets | 238,259 | 118,740 | - | ||||||||||
Deferred rent | 11,809 | 7,883 | 9,473 | ||||||||||
Stock-based compensation | 185,916 | 128,827 | - | ||||||||||
Contributions carryforward | 93 | 93 | - | ||||||||||
Total deferred tax assets | 4,716,555 | 4,167,140 | 2,091,835 | ||||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | - | - | (148,345 | ) | |||||||||
Property and equipment | (31,714 | ) | (630 | ) | (805 | ) | |||||||
Total deferred tax liabilities | (31,714 | ) | (630 | ) | (149,150 | ) | |||||||
Deferred tax assets, net | 4,684,841 | 4,166,510 | 1,942,685 | ||||||||||
Valuation allowance: | |||||||||||||
Beginning of year | (4,166,510 | ) | (1,942,685 | ) | (1,152,977 | ) | |||||||
(Increase) during period | (518,331 | ) | (2,223,825 | ) | (789,708 | ) | |||||||
Ending balance | (4,684,841 | ) | (4,166,510 | ) | (1,942,685 | ) | |||||||
Net deferred tax asset | $ | - | $ | - | $ | - | |||||||
Presentation in the financial statements: | |||||||||||||
For the | For the | ||||||||||||
Four Months | Year Ended | ||||||||||||
Ended | |||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Deferred taxes, current portion | $ | - | $ | - | $ | - | |||||||
Deferred taxes, net of current portion | - | - | - | ||||||||||
Net deferred tax assets | $ | - | $ | - | $ | - | |||||||
A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company recorded a valuation allowance in 2013, 2012 and 2011 due to the uncertainty of realization. Management believes that based upon its projection of future taxable operating income for the foreseeable future, it is more likely than not that the Company will not be able to realize the tax benefit associated with deferred tax assets. The net change in the valuation allowance during the four months ended April 30, 2013 and the years ended December 31, 2012 and 2011 was an increase of $518,331, $2,223,825 and $789,708, respectively. | |||||||||||||
At April 30, 2013, the Company had $11,486,812 of net operating loss carryforwards which will expire from 2029 to 2033. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of April 30, 2013, tax years 2004 and 2008 through 2012 remain open for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years. | |||||||||||||
A reconciliation of income tax computed at the U.S. statutory rate to the effective income tax rate is as follows: | |||||||||||||
For the | For the | ||||||||||||
Four Months | Year Ended | ||||||||||||
Ended | |||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Statutory U.S. federal income tax rate | 34 | % | 34 | % | 34 | % | |||||||
State income taxes, net of federal tax benefit | 3.1 | 3.1 | 3.1 | ||||||||||
Other | (0.1 | ) | (0.1 | ) | (0.1 | ) | |||||||
Change in valuation allowance | (37.0 | ) | (37.0 | ) | (37.0 | ) | |||||||
Effective income tax rate | 0 | % | 0 | % | 0 | % |
Concentrations
Concentrations | 4 Months Ended |
Apr. 30, 2013 | |
Notes To Financial Statements [Abstract] | |
14. Concentrations | Note 14. Concentrations |
Concentration of Credit Risk | |
On November 9, 2010, the FDIC issued a Final Rule implementing section 343 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that provides for unlimited insurance coverage of noninterest-bearing transaction accounts. Beginning December 31, 2010, through December 31, 2012, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. The unlimited insurance coverage is available to all depositors, including consumers, businesses, and governmental entities. This unlimited insurance coverage is separate from, and in addition to, the insurance coverage provided to a depositor's other deposit accounts held at an FDIC-insured institution. A noninterest-bearing transaction account is a deposit account where interest is neither accrued nor paid; depositors are permitted to make an unlimited number of transfers and withdrawals; and the bank does not reserve the right to require advance notice of an intended withdrawal. | |
The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through April 30, 2013. On January 1, 2013, the aforementioned additional federal insurance provision expired and accordingly, the standard insurance amount of $250,000 per depositor, per bank, became effective. Had this provision expired by December 31, 2012, cash amounts in excess of FDIC limits would have been approximately $583,000. As of April 30, 2013 the company's bank balances exceed FDIC insurance by approximately $592,000. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | 4 Months Ended |
Jul. 31, 2013 | Apr. 30, 2013 | |
Notes To Financial Statements [Abstract] | ||
15. Related Party Transactions | Note 10. Related Party Transactions | Note 15. Related Party Transactions |
See Note 3 for discussion of secured note and account receivable to related parties and see Notes 6 and 7 for discussion of loans payable and convertible notes payable to related parties. | On September 21, 2011, the Company loaned $238,210 to its CEO in exchange for a promissory note bearing 3% per annum. As collateral, the note was secured by 40,000 shares of common stock of interclick, Inc. (a publicly-traded company) owned personally by the CEO. The note along with accrued interest was due and payable on June 21, 2012. For the year ended December 31, 2011, interest income of $1,867 was recognized. On December 20, 2011, the note along with accrued interest of $1,867 was paid in full (See Note 4). | |
On December 14, 2011, Aspen loaned $150,000 to an Aspen officer in exchange for a promissory note bearing 3% per annum. As collateral, the note was secured by 500,000 shares of Aspen's common stock owned personally by the officer. The note along with accrued interest was due and payable on September 14, 2012. During the year ended December 31, 2011, interest income of $210 was recognized on the note receivable and is included in other current assets. As of December 31, 2011, the balance due on the note receivable was $150,000, all of which is short-term. During the year ended December 31, 2012, interest income of $594 was recognized on the note receivable. On February 16, 2012, the note receivable from an officer was repaid along with accrued interest (See Note 4). | ||
On March 30, 2008 and December 1, 2008, Aspen sold courseware pursuant to marketing agreements to HEMG, a related party and principal stockholder of Aspen whose president is Mr. Patrick Spada, the former Chairman of Aspen, in the amount of $455,000 and $600,000, respectively; UCC filings were filed accordingly. Under the marketing agreements, the receivables were due net 60 months. On September 16, 2011, HEMG pledged 772,793 Aspen Series C preferred shares (automatically converted to 654,850 shares of common stock on March 13, 2012) as collateral for this account receivable. On March 8, 2012, due to the impending reduction in the value of the collateral as the result of the Series C conversion ratio and Aspen's inability to engage Mr. Spada in good faith negotiations to increase HEMG's pledge, Michael Mathews, Aspen's CEO, pledged 117,943 shares of common stock of Aspen, owned personally by him, valued at $1.00 per share based on recent sales of capital stock as additional collateral to the accounts receivable, secured - related party. On March 13, 2012, Aspen deemed the receivables stemming from the sale of courseware curricula to be in default. | ||
On April 4, 2012, the Company entered into an agreement with: (i) an individual, (ii) HEMG, and (iii) Mr. Spada. Under the agreement, (a) the individual purchased and HEMG sold to the individual 400,000 shares of common stock of the Company at $0.50 per share; (b) the Company guaranteed it would purchase at least 600,000 shares of common stock of the Company at $0.50 per share within 90 days of the agreement and the Company would use its best efforts to purchase from HEMG and resell to investors an additional 1,400,000 shares of common stock of the Company at $0.50 per share within 180 days of the agreement; (c) provided HEMG and Mr. Spada fulfilled their obligations under (a) and (b) above, the Company shall consent to additional private transfers by HEMG and/or Mr. Spada of up to 500,000 shares of common stock of the Company on or before March 13, 2013; (d) HEMG agreed to not sell, pledge or otherwise transfer 142,500 shares of common stock of the Company pending resolution of a dispute regarding the Company's claim that HEMG sold 131,500 shares of common stock of the Company without having enough authorized shares and a stockholder did not receive 11,000 shares of common stock of the Company owed to him as a result of a stock dividend; and (e) the Company waived any default of the accounts receivable, secured - related party and extend the due date to September 30, 2014. As of September 30, 2012, third party investors purchased 336,000 shares for $168,000 and the Company purchased 264,000 shares for $132,000 per section (b) above. Based on proceeds received on September 28, 2012 under a private placement at $0.35 per Unit (consisting of one common share and one-half of a warrant exercisable at $0.50 per share), the value of the aforementioned collateral decreased. Accordingly, as of December 31, 2012, the Company has recognized an allowance of $502,315 for this account receivable. As of December 31, 2012 and 2011, the balance of the account receivable, net of allowance, was $270,478 and $772,793 and is shown as accounts receivable, secured - related party, net (See Notes 4 and 12). At April 30, 2013, $270,478 remained due. | ||
In June 2009, Aspen borrowed an aggregate of $45,000 from an individual, who was an officer of Aspen at that time, in exchange for notes payable bearing interest at 18% per annum. The notes were due in October 2009 and became demand notes at that time. During the year ended December 31, 2011, interest expense of $2,393 was recognized on the notes. During the year ended December 31, 2011, the remaining principal balance of $25,000 due on the notes payable was repaid and no further amount is due (See Note 9). | ||
Prior to 2011, Aspen received $22,000 from a director of Aspen in exchange for a note payable bearing interest of 10%, due on demand. On November 21, 2012, the director forgave the $22,000 balance due from Aspen in exchange for 62,857 five-year vested non-Plan stock options of the Company exercisable at $0.35 per share. No gain was recognized as the settlement was between the Company and related parties. On January 16, 2013, these options were modified to be Plan options (See Notes 9, 12 and 16). | ||
On March 6, 2011, Aspen authorized the issuance of up to $350,000 of convertible notes that were convertible into Series B preferred shares at $0.95 per share, bearing interest of 6% per annum. The notes were convertible beginning after the closing of the EGC Merger (See Note 1). As of May 13, 2011, Aspen had received an aggregate of $328,000 (of which $73,000 was received from related parties) from the sale of convertible notes. Aspen evaluated the convertible notes and determined that, for the embedded conversion option, there was no beneficial conversion value to record. In addition, Aspen issued an aggregate of $22,000 (of which $16,000 was to related parties) of convertible notes for services rendered. In May 2011, $350,000 of the convertible notes were converted into 368,411 Series B preferred shares (See Notes 9 and 12). | ||
On March 13, 2012, the Company's CEO loaned the Company $300,000 and received a convertible promissory note due March 31, 2013, bearing interest at 0.19% per annum. The note is convertible into shares of common stock of the Company at the rate of $1.00 per share upon five days written notice to the Company. The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the shares of common stock on the note issue date. On September 4, 2012, the maturity date was extended to August 31, 2013. On December 17, 2012, the maturity date was extended to August 31, 2014. There was no accounting effect for these two modifications (See Note 9). | ||
On August 14, 2012, the Company's CEO loaned the Company $300,000 and received a convertible promissory note, payable on demand, bearing interest at 5% per annum. The note is convertible into shares of common stock of the Company at the rate of $0.35 per share (based on proceeds received on September 28, 2012 under a private placement at $0.35 per unit). The Company evaluated the convertible notes and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the shares of common stock on the note issue date. On September 4, 2012, the maturity date was extended to August 31, 2013. On December 17, 2012, the maturity date was extended to August 31, 2014 (See Note 9). | ||
During 2005 through 2011, Aspen advanced funds without board authority to both Patrick Spada (former Chairman of Aspen) and HEMG, of which Patrick Spada is President. The amount of unauthorized borrowings during the year ended December 31, 2011 was $14,876, which has been expensed as loss due to unauthorized borrowing, a non-operating item (See Note 10). HEMG and Mr. Spada have denied receiving advances. | ||
On September 16, 2011, Aspen entered into a two-year consulting agreement with Mr. Spada the former Chairman of Aspen in which Aspen was obligated to pay $11,667 per month. On September 28, 2011, Aspen prepaid 13 months of the consulting agreement, or $151,667, which was then amortized until December 31, 2011, at which time the consulting agreement was terminated and the remaining unamortized prepaid expense was recognized immediately as consulting expense. No additional amounts are due under the consulting agreement (See Note 10). | ||
During 2011, Aspen sold an aggregate of 850,395 Series A preferred shares in exchange for cash proceeds of $809,900 (of which $230,000 was received from then related parties). The Series A shares had the following features: (i) equal voting rights as the shares of common stock; (ii) automatically convert to shares of common stock at the time of the SEC Reporting Date; (iii) a conversion ratio of 1 share of common for each share of Series A; (iv) until the SEC Reporting Date, transfer restricted to permitted transfers; (v) until the SEC Reporting Date, price protection should any common stock or equivalents be issued with a lower conversion ratio; (vi) 5% cumulative accruing dividends whether or not declared (payable only upon redemption per vii); and (vii) shall be redeemed by Aspen if: (a) Michael Mathews is no longer the CEO, or (b) the SEC Reporting Date does not occur on or before January 31, 2012 (on February 29, 2012, this was extended to March 15, 2012), but (c) only to the extent the Company has EBITDA. During the year ended December 31, 2011, cumulative dividend on the Series A preferred shares amounted to $34,500 (See Note 11). |
Subsequent_Events
Subsequent Events | 3 Months Ended | 4 Months Ended |
Jul. 31, 2013 | Apr. 30, 2013 | |
Notes To Financial Statements [Abstract] | ||
16. Subsequent Events | Note 11. Subsequent Events | Note 16. Subsequent Events |
In September 2013, the Company and an institutional investor (the "Institutional Investor") signed a Term Sheet with respect to a loan of up to $2,240,000 to be evidenced by 18 month original issue discount convertible debentures (the "Debentures") with gross proceeds of $2,000,000. The investor has agreed, subject to completion of due diligence, execution of a definitive Securities Purchase Agreement and customary closing conditions to lend the Company $1,500,000. Payments on the Debentures are due 25% on November 1, 2014, 25% on January 1, 2015 and the remaining 50% on April 1, 2015 as a final payment. The Company has the option to pay the interest or principal in stock subject to certain "Equity Conditions" such as giving notice of its intent 20 trading days beforehand. The Company expects to receive the remaining $500,000 from other investors. To this end, in September 2013 Company entered into an engagement agreement with Laidlaw & Co. ("Laidlaw") to act as placement agent for the offering and receive customary compensation. Laidlaw has introduced the Institutional Investor. In addition, in September 2013 the Company entered into a letter of intent with Olympus Securities, LLC to raise the remaining $500,000 in exchange for customary compensation. | On May 14, 2013, in connection with his appointment as Executive Vice President, Corporate Development, the Company issued Mr. David Garrity 200,000 five year stock options, exercisable at $0.35 per share and vesting in two equal annual increments with the first vesting date being June 16, 2014, subject to Mr. Garrity providing services as an employee or as a consultant under a consulting agreement on each applicable vesting date. The options were valued at a fair value of $24,000. The cost associated will be recognized over 2 years as compensation expense. These options were valued using the Black-Sholes option pricing model and the assumptions are the same ones as disclosed in Note 12. | |
The Term Sheet provides that the Debentures may be converted at the holder's option at $0.3325 per share at any time after the closing. Warrants for 100% of the number of shares of common stock that could be bought at the conversion price will be issued at closing. The warrants will have a five-year term and be exercisable for cash if an outstanding registration statement is in effect within 90 days of closing. The Debentures will bear 8% per annum interest and be amortizable in installments over their term. There can be no assurances that the offering will close and that the Company will receive any net proceeds. | On June 1, 2013, the Company entered into an Addendum to Employment Agreement with David Garrity, reducing his salary to $100,000 per year and amending the severance terms so that Mr. Garrity is guaranteed at least $125,000 unless he terminates his employment, becomes disabled or dies, in which case the Company shall not owe any severance. Should the Company terminate the Employment Agreement after Mr. Garrity has received $125,000, the Company shall pay Mr. Garrity $50,000. | |
On May 14, 2013, in connection with the approval of his Employment Agreement, the Company issued Mr. Michael Matte 500,000 five-year stock options, exercisable at $0.35 per share which shall vest in three equal increments on April 30, 2014, 2015 and 2016, subject to continued service as an employee on each applicable vesting date. The Company also issued Mr. Matte 791,211 five-year stock options, exercisable at $0.35 per share valued at $154,945 which shall vest in seven equal monthly increments on the last calendar day of each month with the first vesting date being June 30, 2013, subject to continued service as an employee on each applicable vesting date. These options were valued using the Black-Sholes option pricing model and the assumptions are the same ones as disclosed in Note 12. | ||
On May 16, 2013, the Company entered into a three year Employment Agreement with Michael Matte to serve as its Chief Financial Officer. In accordance with the Employment Agreement, from May 16, 2013 until December 31, 2013, Mr. Matte will be paid a base salary at a rate of $100,000 per year and thereafter will be paid $250,000 per year. | ||
On May 16, 2013, the Company entered into a new three year Employment Agreement with Michael Mathews. In accordance with the Employment Agreement, Mr. Mathews will receive a base salary of $250,000 per year; however, his base salary will be $100,000 per year until the Compensation Committee determines that the Company's cash position permits an increase to $250,000 a year. In contrast to his old Employment Agreement, the new Employment Agreement does not include any guaranteed annual bonus. | ||
Effective July 29, 2013, the Company entered into a new three year Employment Agreement with the President of Aspen University. In accordance with the Employment Agreement, he will receive a base salary of $150,000. In contrast to his old Employment Agreement, the new Employment Agreement does not include any guaranteed annual bonuses. | ||
Each of the new Employment Agreements mentioned in the previous paragraphs provide that, upon a change of control, the executive will receive 18 months' severance and benefits as well as 100% of target bonuses. | ||
On June 27, 2013, the Company issued 317,143 shares of its common stock valued at $0.35 per share (based on recent sales of shares by the Company) to an investor relations firm pursuant to a 12 month service agreement. The $110,000 of expense will be recognized over the life of the contract. These options were valued using the Black-Sholes option pricing model and the assumptions are the same ones as disclosed in Note 12. | ||
On July 1, 2013, the CEO loaned the Company $1,000,000 in the form of a promissory note bearing 10% per annum interest with principal and interest payable on December 31, 2013. | ||
On July 24, 2013, the Company issued 300,000 shares of its common stock valued at $0.35 per share (based on recent sales of shares by the Company) to a business development consultant pursuant to a six month consulting agreement. The $105,000 of expense will be recognized over the life of the contract. These options were valued using the Black-Sholes option pricing model and the assumptions are the same ones as disclosed in Note 12. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended | 4 Months Ended | ||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||||||||||
Notes To Financial Statements [Abstract] | ||||||||||||||
Principles of Consolidation | Principles of Consolidation | Principles of Consolidation | ||||||||||||
The unaudited consolidated financial statements include the accounts of Aspen Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | The consolidated financial statements include the accounts of Aspen Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||
Use of Estimates | Use of Estimates | Use of Estimates | ||||||||||||
The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements. Actual results could differ from those estimates. Significant estimates in the accompanying unaudited condensed consolidated financial statements include the allowance for doubtful accounts and other receivables, the valuation of collateral on certain receivables, amortization periods and valuation of courseware and software development costs, valuation of stock-based compensation, the valuation of net assets and liabilities from discontinued operations and the valuation allowance on deferred tax assets. | The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the allowance for doubtful accounts and other receivables, the valuation of collateral on certain receivables, amortization periods and valuation of courseware and software development costs, valuation of stock-based compensation, the valuation of net assets and liabilities from discontinued operations and the valuation allowance on deferred tax assets. | |||||||||||||
Cash and cash Equivalent | Cash and Cash Equivalents | |||||||||||||
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. | ||||||||||||||
Restricted cash | Restricted Cash | Restricted Cash | ||||||||||||
Restricted cash represents amounts pledged as security for letters of credit for transactions involving Title IV programs. The Company considers $265,310 as restricted cash (shown as a current asset as of July 31, 2013) until such letter of credit expires on December 31, 2013. As of July 31, 2013, the account bears interest of 0.20%. | Restricted cash represents amounts pledged as security for letters of credit for transactions involving Title IV programs. | |||||||||||||
Consistent with the Higher Education Act, Aspen's certification to participate in Title IV programs terminated after closing of the reverse merger, and Aspen applied to DOE to reestablish its eligibility and certification to participate in the Title IV programs. However, in order to avoid significant disruption in disbursements of Title IV funds, the DOE may temporarily and provisionally certify an institution, like Aspen, that is seeking approval of a change in ownership under certain circumstances while the DOE reviews the institution's application. In response to DOE requests, the Company pledged a $105,865 letter of credit to the DOE on March 27, 2012 and on August 31, 2012, the Company pledged an additional $158,800 to the letter of credit and extended the due date to December 31, 2013. The Company considers $265,173 (includes accrued interest of $508) and $264,992 (includes accrued interest of $327) as restricted cash (shown as a current asset as of April 30, 2013 and December 31, 2012, respectively) until such letter of credit expires. As of April 30, 2013, the account bears interest of 0.25%. | ||||||||||||||
Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | ||||||||||||
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: | Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: | |||||||||||||
Level 1-Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; | · | |||||||||||||
Level 2-Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and 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 and liabilities; and | Level 1-Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; | |||||||||||||
Level 3-Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. | · | |||||||||||||
Level 2-Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and 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 and liabilities; and | ||||||||||||||
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. | · | |||||||||||||
Level 3-Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. | ||||||||||||||
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. | ||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts Receivable | Accounts Receivable and Allowance for Doubtful Accounts Receivable | |||||||||||||
Accounts receivable consist primarily of amounts due for tuition, technology fees and other fees for students who are in the course of completing a degree or certificate program. Students generally fund their education through personal funds, grants and/or loans under various DOE Title IV programs, or tuition assistance from military and corporate employers. Accounts receivable also includes secured amounts presented as non-current due from the sale of courseware to a former related party. | ||||||||||||||
All students are required to select both a primary and secondary payment option with respect to amounts due to the Company for tuition, fees and other expenses. The most common payment option for the Company's students is personal funds or payment made on their behalf by an employer. In instances where a student selects financial aid as the primary payment option, he or she often selects personal cash as the secondary option. If a student who has selected financial aid as his or her primary payment option withdraws prior to the end of a course but after the date that the Company's institutional refund period has expired, the student will have incurred the obligation to pay the full cost of the course. If the withdrawal occurs before the date at which the student has earned 100% of his or her financial aid, the Company will have to return all or a portion of the funds to the DOE and the student will owe the Company all amounts incurred that are in excess of the amount of financial aid that the student earned and that the Company is entitled to retain. In this case, the Company must collect the receivable using the student's second payment option. | ||||||||||||||
For accounts receivable from students, the Company records an allowance for doubtful accounts for estimated losses resulting from the inability, failure or refusal of its students to make required payments, which includes the recovery of financial aid funds advanced to a student for amounts in excess of the student's cost of tuition and related fees. The Company determines the adequacy of its allowance for doubtful accounts using a general reserve method based on an analysis of its historical bad debt experience, current economic trends, and the aging of the accounts receivable and student status. The Company applies reserves to its receivables based upon an estimate of the risk presented by the age of the receivables and student status. The Company writes off accounts receivable balances at the time the balances are deemed uncollectible. The Company continues to reflect accounts receivable with an offsetting allowance as long as management believes there is a reasonable possibility of collection. | ||||||||||||||
For accounts receivable from primary payors other than students, the Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations, such as bankruptcy proceedings and receivable amounts outstanding for an extended period beyond contractual terms. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. | ||||||||||||||
Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. | ||||||||||||||
Property and Equipment | Property and Equipment | |||||||||||||
Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets per the following table. | ||||||||||||||
Category | Depreciation Term | |||||||||||||
Call center equipment | 5 years | |||||||||||||
Computer and office equipment | 5 years | |||||||||||||
Furniture and fixtures | 7 years | |||||||||||||
Library (online) | 3 years | |||||||||||||
Software | 5 years | |||||||||||||
Vehicle | 5 years | |||||||||||||
Costs incurred to develop internal-use software during the preliminary project stage are expensed as incurred. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended. Capitalization ceases at the point the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of five years of the internal-use software development costs and related upgrades and enhancements. When existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use. | ||||||||||||||
Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets. | ||||||||||||||
Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation and amortization are removed and a gain or loss is recorded in the consolidated statements of operations. Repairs and maintenance costs are expensed in the period incurred. | ||||||||||||||
Courseware | Courseware | |||||||||||||
The Company records the costs of courseware in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 350 "Intangibles - Goodwill and Other". | ||||||||||||||
Generally, costs of courseware are capitalized whereas costs for upgrades and enhancements are expensed as incurred. Courseware is stated at cost less accumulated amortization. Amortization is provided for on a straight-line basis over the expected useful life of five years. | ||||||||||||||
Long lived assets | Long-Lived Assets | |||||||||||||
The Company assesses potential impairment to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, a significant decline in the Company's stock price for a sustained period of time, and changes in the Company's business strategy. An impairment loss is recorded when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results. | ||||||||||||||
Leases | Leases | |||||||||||||
The Company enters into various lease agreements in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. Leases may contain initial periods of free rent and/or periodic escalations. When such items are included in a lease agreement, the Company records rent expense on a straight-line basis over the initial term of a lease. The difference between the rent payment and the straight-line rent expense is recorded as a deferred rent liability. The Company expenses any additional payments under its operating leases for taxes, insurance or other operating expenses as incurred. | ||||||||||||||
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue | ||||||||||||
Revenues consist primarily of tuition and fees derived from courses taught by the Company online as well as from related educational resources that the Company provides to its students, such as access to our online materials and learning management system. Tuition revenue is recognized pro-rata over the applicable period of instruction. The Company maintains an institutional tuition refund policy, which provides for all or a portion of tuition to be refunded if a student withdraws during stated refund periods. Certain states in which students reside impose separate, mandatory refund policies, which override the Company's policy to the extent in conflict. If a student withdraws at a time when a portion or none of the tuition is refundable, then in accordance with its revenue recognition policy, the Company recognizes as revenue the tuition that was not refunded. Since the Company recognizes revenue pro-rata over the term of the course and because, under its institutional refund policy, the amount subject to refund is never greater than the amount of the revenue that has been deferred, under the Company's accounting policies revenue is not recognized with respect to amounts that could potentially be refunded. The Company's educational programs have starting and ending dates that differ from its fiscal quarters. Therefore, at the end of each fiscal quarter, a portion of revenue from these programs is not yet earned and is therefore deferred. The Company also charges students annual fees for library, technology and other services, which are recognized over the related service period. Deferred revenue represents the amount of tuition, fees, and other student payments received in excess of the portion recognized as revenue and it is included in current liabilities in the accompanying consolidated balance sheets. Other revenues may be recognized as sales occur or services are performed. | Revenues consist primarily of tuition and fees derived from courses taught by the Company online as well as from related educational resources that the Company provides to its students, such as access to our online materials and learning management system. Tuition revenue is recognized pro-rata over the applicable period of instruction. The Company allows a student to make three monthly tuition payments during each 10-week class. The Company maintains an institutional tuition refund policy, which provides for all or a portion of tuition to be refunded if a student withdraws during stated refund periods. Certain states in which students reside impose separate, mandatory refund policies, which override the Company's policy to the extent in conflict. If a student withdraws at a time when a portion or none of the tuition is refundable, then in accordance with its revenue recognition policy, the Company recognizes as revenue the tuition that was not refunded. Since the Company recognizes revenue pro-rata over the term of the course and because, under its institutional refund policy, the amount subject to refund is never greater than the amount of the revenue that has been deferred, under the Company's accounting policies revenue is not recognized with respect to amounts that could potentially be refunded. The Company's educational programs have starting and ending dates that differ from its fiscal quarters. Therefore, at the end of each fiscal quarter, a portion of revenue from these programs is not yet earned and is therefore deferred. The Company also charges students annual fees for library, technology and other services, which are recognized over the related service period. Deferred revenue represents the amount of tuition, fees, and other student payments received in excess of the portion recognized as revenue and it is included in current liabilities in the accompanying consolidated balance sheets. Other revenues may be recognized as sales occur or services are performed. | |||||||||||||
Revenue Recognition and Deferred Revenue - Discontinued Operations | Revenue Recognition and Deferred Revenue - Discontinued Operations | Revenue Recognition and Deferred Revenue - Discontinued Operations | ||||||||||||
The Company enters into certain revenue sharing arrangements with consultants whereby the consultants will develop course content primarily for technology-related courses, recommend, but not select, faculty, lease equipment on behalf of the Company for instructional purposes for the on-site laboratory portion of distance learning courses and make introductions to corporate and government sponsoring organizations that provide students for the courses. The Company has evaluated ASC 605-45 "Principal Agent Considerations" and determined that there are more indicators than not that the Company is the primary obligor in the arrangements since the Company establishes the tuition, interfaces with the student or sponsoring organization, selects the faculty, is responsible for delivering the course, is responsible for issuing any degrees or certificates, and is responsible for collecting the tuition and fees. The gross tuition and fees are included in revenues while the revenue sharing payments are included in instructional costs and services, an operating expense. As a result of presenting this component as discontinued operations, the revenues are now included in income (loss) from discontinued operations, net of income taxes for all periods presented (See Note 1). | The Company enters into certain revenue sharing arrangements with consultants whereby the consultants will develop course content primarily for technology-related courses, recommend, but not select, faculty, lease equipment on behalf of the Company for instructional purposes for the on-site laboratory portion of distance learning courses and make introductions to corporate and government sponsoring organizations that provide students for the courses. The Company has evaluated ASC 605-45 "Principal Agent Considerations" and determined that there are more indicators than not that the Company is the primary obligor in the arrangements since the Company establishes the tuition, interfaces with the student or sponsoring organization, selects the faculty, is responsible for delivering the course, is responsible for issuing any degrees or certificates, and is responsible for collecting the tuition and fees. The gross tuition and fees are included in revenues while the revenue sharing payments are included in instructional costs and services, an operating expense. As a result of presenting this component as discontinued operations, the revenues are now included in income from discontinued operations, net of income taxes for all periods presented (See Note 1). | |||||||||||||
Cost Of Revenues Policy Text Block | Cost of Revenues | |||||||||||||
Cost of revenues consists of two categories of cost, instructional costs and services, and marketing and promotional costs. | ||||||||||||||
Instructional Costs and Services | Instructional Costs and Services | |||||||||||||
Instructional costs and services consist primarily of costs related to the administration and delivery of the Company's educational programs. This expense category includes compensation for faculty and administrative personnel, costs associated with online faculty, technology license costs and costs associated with other support groups that provide services directly to the students. | ||||||||||||||
Marketing and Promotional Costs | Marketing and Promotional Costs | |||||||||||||
Marketing and promotional costs include costs associated with purchasing leads, producing marketing materials, and advertising. Such costs are generally affected by the cost of advertising media and leads, the efficiency of the Company's marketing and recruiting efforts, and expenditures on advertising initiatives for new and existing academic programs. Advertising costs consists primarily of marketing leads and other branding and promotional activities. Non-direct response advertising activities are expensed as incurred, or the first time the advertising takes place, depending on the type of advertising activity. | ||||||||||||||
General and Administrative Expenses | General and Administrative | |||||||||||||
General and administrative expenses include compensation of employees engaged in corporate management, finance, human resources, information technology, compliance and other corporate functions. General and administrative expenses also include professional services fees, bad debt expense related to accounts receivable, financial aid processing costs, non-capitalizable courseware and software costs, travel and entertainment expenses and facility costs. | ||||||||||||||
Reclassifications | Reclassifications | |||||||||||||
Certain amounts in the accompanying 2011 consolidated financial statements were reclassified in order to conform to the December 31, 2012 presentation. | ||||||||||||||
On the consolidated balance sheet, software has been reclassified to property and equipment. | ||||||||||||||
On the consolidated statement of operations, bad debt expense, courseware development costs and financial aid processing costs have been reclassified from instructional costs and services to general and administrative costs. Consulting expense and training and seminars expense have been reclassified from marketing and promotional costs to general and administrative costs. The following tables show the reclassifications to the consolidated statements of operations for the year ended December 31, 2011. | ||||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||
Reclassifications | ||||||||||||||
As Previously | Cost of | As | ||||||||||||
Reported | Revenues | Reclassified | ||||||||||||
Cost of revenues (exclusive of depreciation and and amortization shown separately below) | $ | - | $ | 2,342,037 | $ | 2,342,037 | ||||||||
Expenses | ||||||||||||||
Instructional costs and services | $ | 899,909 | (899,909 | ) | - | |||||||||
Marketing and promotional | 1,442,128 | (1,442,128 | ) | - | ||||||||||
General and administrative | 5,235,282 | - | 5,235,282 | |||||||||||
Receivable collateral valuation reserve | 502,315 | 502,315 | ||||||||||||
Depreciation and amortization | 397,923 | 397,923 | ||||||||||||
Total Expenses | 8,477,557 | (2,342,037 | ) | 6,135,520 | ||||||||||
Total costs and expenses | $ | 8,477,557 | $ | - | $ | 8,477,557 | ||||||||
For the Year Ended December 31, 2011 | ||||||||||||||
Reclassifications | ||||||||||||||
As Previously | Cost of | As | ||||||||||||
Reported | Revenues | Reclassified | ||||||||||||
Cost of revenues (exclusive of depreciation and and amortization shown separately below) | $ | - | $ | 1,972,208 | $ | 1,972,208 | ||||||||
Expenses | ||||||||||||||
Instructional costs and services | $ | 525,907 | (525,907 | ) | - | |||||||||
Marketing and promotional | 515,362 | (515,362 | ) | - | ||||||||||
General and administrative | 3,593,956 | (930,939 | ) | 2,663,017 | ||||||||||
Depreciation and amortization | 264,082 | - | 264,082 | |||||||||||
Total Expenses | $ | 4,899,307 | $ | (1,972,208 | ) | $ | 2,927,099 | |||||||
Total costs and expenses | $ | 4,899,307 | $ | - | $ | 4,899,307 | ||||||||
Income Taxes | Income Taxes | |||||||||||||
The Company uses the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. The Company has deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets are subject to periodic recoverability assessments. Realization of the deferred tax assets, net of deferred tax liabilities, is principally dependent upon achievement of projected future taxable income. | ||||||||||||||
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company accounts for uncertainty in income taxes using a two-step approach for evaluating tax positions. Step one, recognition, occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Step two, measurement, is only addressed if the position is more likely than not to be sustained. Under step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. | ||||||||||||||
Stock Based Compensation | Stock-Based Compensation | |||||||||||||
Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. For non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the prorata compensation expense is adjusted accordingly until such time the non-employee award is fully vested, at which time the total compensation recognized to date shall equal the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient's performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. | ||||||||||||||
Net Loss Per Share | Net Loss Per Share | Net Loss Per Share | ||||||||||||
Net loss per common share is based on the weighted average number of common shares outstanding during each period. Options to purchase 9,110,592 and 2,070,000 common shares, warrants to purchase 9,090,292 and 882,500 common shares, and $800,000 and $650,000 of convertible debt (convertible into 1,357,143 and 951,126 common shares) were outstanding during the three months ended July 31, 2013 and 2012, respectively, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. The options, warrants and convertible debt are considered to be common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive. | Net loss per share of common stock is based on the weighted average number of shares outstanding during each year. Options to purchase 7,614,381 shares of common stock, warrants to purchase 9,090,292 shares of common stock, and $800,000 of convertible debt (convertible into 1,357,143 shares of common stock) were outstanding during the four months ended April 30, 2013, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. Options to purchase 6,972,967 shares of common stock, warrants to purchase 8,112,696 shares of common stock, and $800,000 of convertible debt (convertible into 1,357,143 shares of common stock) were outstanding during the year ended December 31, 2012, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. Warrants to purchase 456,000 shares of common stock were outstanding during the year ended December 31, 2011, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. The options, warrants and convertible debt are considered to be common stock equivalents and are only included in the calculation of diluted earnings per shares of common stock when their effect is dilutive. | |||||||||||||
In addition to the above common stock equivalents, Aspen had outstanding preferred shares (Series A through E) that were contingently convertible into shares of common stock upon it becoming an SEC reporting company. There were an aggregate of 15,403,006 preferred shares contingently convertible into 13,677,274 shares of common stock for the years ended December 31, 2011 that could have been potentially dilutive in the future. As a result of its merger with Aspen Group, Inc., on March 13, 2012 (the SEC Reporting Date), all of the preferred shares were automatically converted into shares of common stock on that date (See Notes 11 and 12). | ||||||||||||||
Segment Information | Segment Information | |||||||||||||
The Company operates in one reportable segment as a single educational delivery operation using a core infrastructure that serves the curriculum and educational delivery needs of its online students regardless of geography. The Company's chief operating decision makers, its CEO and President, manage the Company's operations as a whole, and no revenue, expense or operating income information is evaluated by the chief operating decision makers on any component level. | ||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||
We have implemented all new accounting standards that are in effect and that may impact our unaudited consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations. | In June 2011, the FASB, issued ASU 2011-05, which amends ASC Topic 220, Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. The ASU does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. This ASU is effective for interim and annual periods beginning after December 15, 2011. The Company adopted ASU 2011-05 effective January 1, 2012, and such adoption did not have a material effect on the Company's financial statements. | |||||||||||||
In December 2011, the FASB issued ASU 2011-12, which amends ASC Topic 220, Comprehensive Income, to defer certain aspects of ASU 2011-05. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company adopted this guidance, along with ASU 2011-05, on January 1, 2012, and such adoption did not have a material impact on the Company's financial statements. | ||||||||||||||
In July 2012, the FASB issued ASU 2012-02, which amends ASC Topic 350 to allow an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. An entity would not be required to determine the fair value of the indefinite-lived intangible unless the entity determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The Company is evaluating the impact of this ASU and does not expect the adoption will have an impact on its consolidated results of operations or financial condition. | ||||||||||||||
We have implemented all new accounting standards that are in effect and that may impact our consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations. |
Nature_of_Operations_and_Going1
Nature of Operations and Going Concern (Tables) | 3 Months Ended | 4 Months Ended | ||||||||||||||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||||||||||||||||||||||
Nature Of Operations And Going Concern Tables [Abstract] | ||||||||||||||||||||||||||
Acquisition costs | The net purchase price, including acquisition costs paid, was allocated to assets acquired and liabilities assumed as follows: | |||||||||||||||||||||||||
Current assets (including cash of $3,200) | $ | 3,200 | ||||||||||||||||||||||||
Intangible assets | - | |||||||||||||||||||||||||
Liabilities assumed | - | |||||||||||||||||||||||||
Net purchase price | $ | 3,200 | ||||||||||||||||||||||||
Schedule of income from discontinued operations | The following table shows the results of the "Smart Home Integration Certificate" program component included in the income (loss) from discontinued operations: | The following table shows the results of the "Smart Home Integration Certificate" program component included in the income from discontinued operations: | ||||||||||||||||||||||||
For the | For the Four Months Ended | For the Year Ended | ||||||||||||||||||||||||
Three Months Ended | April 30, | December 31, | ||||||||||||||||||||||||
July 31, | 2013 | 2012 | 2012 | 2011 | ||||||||||||||||||||||
2013 | 2012 | (Unaudited) | ||||||||||||||||||||||||
Revenues | $ | 222,625 | $ | 659,790 | Revenues | $ | 140,732 | $ | 1,077,875 | $ | 2,332,283 | $ | 2,131,693 | |||||||||||||
Costs and expenses: | Costs and expenses: | |||||||||||||||||||||||||
Instructional costs and services | 200,362 | 569,747 | Cost of revenues | 126,659 | 929,362 | 2,026,928 | 1,674,127 | |||||||||||||||||||
Total costs and expenses | 200,362 | 569,747 | General and administrative | 126,000 | - | 169,045 | - | |||||||||||||||||||
Total costs and expenses | 252,659 | 929,362 | 2,195,973 | 1,674,127 | ||||||||||||||||||||||
Income (loss) from discontinued operations, net of income taxes | $ | 22,263 | $ | 90,043 | ||||||||||||||||||||||
Income (loss) from discontinued operations, net of income taxes | $ | (111,927 | ) | $ | 148,513 | $ | 136,310 | $ | 457,566 | |||||||||||||||||
The major classes of assets and liabilities of discontinued operations on the balance sheet are as follows: | ||||||||||||||||||||||||||
The major classes of assets and liabilities of discontinued operations on the balance sheet are as follows: | ||||||||||||||||||||||||||
July 31, | April 30, | |||||||||||||||||||||||||
2013 | 2013 | April 30, | December 31, | |||||||||||||||||||||||
Assets | 2013 | 2012 | 2011 | |||||||||||||||||||||||
Cash and cash equivalents | $ | - | $ | - | Assets | |||||||||||||||||||||
Accounts receivable, net of allowance of $295,045 and $295,045, respectively | 257,322 | 113,822 | Cash and cash equivalents | $ | - | $ | 67,750 | $ | - | |||||||||||||||||
Other current assets | - | - | Accounts receivable, net of allowance of $295,045, $169,045 and $0, respectively | 113,822 | 322,026 | 632,135 | ||||||||||||||||||||
Net assets from discontinued operations | $ | 257,322 | $ | 113,822 | Other current assets | - | 3,438 | - | ||||||||||||||||||
Net assets from discontinued operations | $ | 113,822 | $ | 393,214 | $ | 632,135 | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||
Accounts payable | $ | 1,178 | $ | 1,178 | Liabilities | |||||||||||||||||||||
Accrued expenses | 202,389 | 70,201 | Accounts payable | $ | 1,178 | $ | 1,178 | $ | 679,882 | |||||||||||||||||
Deferred revenue | 129,250 | 53,125 | Accrued expenses | 70,201 | 185,395 | 39,225 | ||||||||||||||||||||
Net liabilities from discontinued operations | $ | 332,817 | $ | 124,504 | Deferred revenue | 53,125 | 39,857 | - | ||||||||||||||||||
Net liabilities from discontinued operations | $ | 124,504 | $ | 226,430 | $ | 719,107 |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 4 Months Ended | ||||||||||||
Apr. 30, 2013 | |||||||||||||
Significant Accounting Policies Tables [Abstract] | |||||||||||||
Depreciation and amortization over estimated useful lives | Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets per the following table. | ||||||||||||
Category | Depreciation Term | ||||||||||||
Call center equipment | 5 years | ||||||||||||
Computer and office equipment | 5 years | ||||||||||||
Furniture and fixtures | 7 years | ||||||||||||
Library (online) | 3 years | ||||||||||||
Software | 5 years | ||||||||||||
Vehicle | 5 years | ||||||||||||
Reclassifications to the consolidated statements of operations | Certain amounts in the 2012 and 2011 Consolidated Financial Statements have been reclassified to conform to this new presentation as follows: | ||||||||||||
For the Year Ended December 31, 2012 | |||||||||||||
Reclassifications | |||||||||||||
As Previously | Cost of | As | |||||||||||
Reported | Revenues | Reclassified | |||||||||||
Expenses | |||||||||||||
Cost of revenues (exclusive of depreciation and and amortization shown separately below) | $ | - | $ | 2,342,037 | $ | 2,342,037 | |||||||
Instructional costs and services | 899,909 | (899,909 | ) | - | |||||||||
Marketing and promotional | 1,442,128 | (1,442,128 | ) | - | |||||||||
General and administrative | 5,235,282 | - | 5,235,282 | ||||||||||
Receivable collateral valuation reserve | 502,315 | 502,315 | |||||||||||
Depreciation and amortization | 397,923 | 397,923 | |||||||||||
Total costs and expenses | $ | 8,477,557 | $ | - | $ | 8,477,557 | |||||||
For the Year Ended December 31, 2011 | |||||||||||||
Reclassifications | |||||||||||||
As Previously | Cost of | As | |||||||||||
Reported | Revenues | Reclassified | |||||||||||
Expenses | |||||||||||||
Cost of revenues (exclusive of depreciation and and amortization shown separately below) | $ | - | $ | 1,041,269 | $ | 1,041,269 | |||||||
Instructional costs and services | 525,907 | (525,907 | ) | - | |||||||||
Marketing and promotional | 515,362 | (515,362 | ) | - | |||||||||
General and administrative | 3,593,956 | - | 3,593,956 | ||||||||||
Depreciation and amortization | 264,082 | - | 264,082 | ||||||||||
Total costs and expenses | $ | 4,899,307 | $ | - | $ | 4,899,307 |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 4 Months Ended | ||||||||||||
Apr. 30, 2013 | |||||||||||||
Accounts Receivable Tables [Abstract] | |||||||||||||
Accounts Receivables | Accounts receivable consisted of the following at April 30, 2013 and December 31, 2012 and 2011: | ||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Accounts receivable | $ | 437,323 | $ | 275,206 | $ | 262,694 | |||||||
Less: Allowance for doubtful accounts | (72,535 | ) | (35,535 | ) | (47,595 | ) | |||||||
Accounts receivable, net | $ | 364,788 | $ | 239,671 | $ | 215,099 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | 4 Months Ended | ||||||||||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||||||||||||||||||
Property And Equipment [Abstract] | ||||||||||||||||||||||
Property and equipment | Property and equipment consisted of the following at July 31, 2013 and April 30, 2013: | Property and equipment consisted of the following at April 30, 2013 and December 31, 2012 and 2011: | ||||||||||||||||||||
July 31, | April 30, | April 30, | December 31, | |||||||||||||||||||
2013 | 2013 | 2013 | 2012 | 2011 | ||||||||||||||||||
Call center equipment | $ | 121,313 | $ | 121,313 | Call center equipment | $ | 121,313 | $ | 121,313 | $ | 121,313 | |||||||||||
Computer and office equipment | 64,336 | 61,036 | Computer and office equipment | 61,036 | 45,718 | 38,577 | ||||||||||||||||
Furniture and fixtures | 32,914 | 32,914 | Furniture and fixtures | 32,914 | 11,336 | - | ||||||||||||||||
Library (online) | 100,000 | 100,000 | Library (online) | 100,000 | 100,000 | 100,000 | ||||||||||||||||
Software | 1,619,226 | 1,518,142 | Software | 1,518,142 | 1,388,824 | 927,455 | ||||||||||||||||
1,937,789 | 1,833,405 | Vehicle | - | - | 39,736 | |||||||||||||||||
Accumulated depreciation and amortization | (648,629 | ) | (569,665 | ) | 1,833,405 | 1,667,191 | 1,227,081 | |||||||||||||||
Property and equipment, net | $ | 1,289,160 | $ | 1,263,740 | Accumulated depreciation and amortization | (569,665 | ) | (455,871 | ) | (229,972 | ) | |||||||||||
Property and equipment, net | $ | 1,263,740 | $ | 1,211,320 | $ | 997,109 | ||||||||||||||||
Amortization expense | Software consisted of the following at July 31, 2013 and April 30, 2013: | Software consisted of the following at April 30, 2013, December 31, 2012 and 2011: | ||||||||||||||||||||
July 31, | April 30, | April 30, | December 31, | |||||||||||||||||||
2013 | 2013 | 2013 | 2012 | 2011 | ||||||||||||||||||
Software | $ | 1,619,226 | $ | 1,518,142 | Software | $ | 1,518,142 | $ | 1,388,824 | $ | 927,455 | |||||||||||
Accumulated amortization | (458,519 | ) | (386,599 | ) | Accumulated amortization | (386,599 | ) | (286,744 | ) | (60,290 | ) | |||||||||||
Software, net | $ | 1,160,707 | $ | 1,131,543 | Software, net | $ | 1,131,543 | $ | 1,102,080 | $ | 867,165 | |||||||||||
Schedule of estimated future amortization expense | The following is a schedule of estimated future amortization expense of software at July 31, 2013: | Estimated future amortization expense of software as of April 30, 2013, is as follows: | ||||||||||||||||||||
Year Ending April 30, | Year Ending April 30, | |||||||||||||||||||||
2014 | $ | 242,884 | 2014 | $ | 303,629 | |||||||||||||||||
2015 | 323,845 | 2015 | 303,629 | |||||||||||||||||||
2016 | 322,999 | 2016 | 302,782 | |||||||||||||||||||
2017 | 200,267 | 2017 | 180,050 | |||||||||||||||||||
2018 | 70,712 | 2018 | 41,453 | |||||||||||||||||||
Total | $ | 1,160,707 | Total | $ | 1,131,543 |
Courseware_Tables
Courseware (Tables) | 3 Months Ended | 4 Months Ended | ||||||||||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||||||||||||||||||
Courseware Tables [Abstract] | ||||||||||||||||||||||
Intangible Assets | Courseware consisted of the following at July 31, 2013 and April 30, 2013: | Courseware consisted of the following at April 30, 2013, December 31, 2012 and 2011: | ||||||||||||||||||||
July 31, | April 30, | April 30, | December 31, | |||||||||||||||||||
2013 | 2013 | 2013 | 2012 | 2011 | ||||||||||||||||||
Courseware | $ | 2,098,038 | $ | 2,097,538 | Courseware | $ | 2,097,538 | $ | 2,097,538 | $ | 2,072,238 | |||||||||||
Accumulated amortization | (1,919,914 | ) | (1,889,443 | ) | Accumulated amortization | (1,889,443 | ) | (1,843,967 | ) | (1,702,407 | ) | |||||||||||
Courseware, net | $ | 178,124 | $ | 208,095 | Courseware, net | $ | 208,095 | $ | 253,571 | $ | 369,831 | |||||||||||
Schedule of Courseware Future Amortization Expense | The following is a schedule of estimated future amortization expense of courseware at July 31, 2013: | Estimated future amortization expense of course curricula as of April 30, 2013 is as follows: | ||||||||||||||||||||
Year Ending April 30, | Year Ending April 30, | |||||||||||||||||||||
2014 | $ | 74,859 | 2014 | $ | 105,246 | |||||||||||||||||
2015 | 65,117 | 2015 | 65,017 | |||||||||||||||||||
2016 | 27,830 | 2016 | 27,730 | |||||||||||||||||||
2017 | 9,196 | 2017 | 9,095 | |||||||||||||||||||
2018 | 1,122 | 2018 | 1,007 | |||||||||||||||||||
Total | $ | 178,124 | Total | $ | 208,095 |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 4 Months Ended | ||||||||||||
Apr. 30, 2013 | |||||||||||||
Accrued Expenses Tables [Abstract] | |||||||||||||
Accrued expenses | Accrued expenses consisted of the following at April 30, 2013, December 31, 2012 and December 31, 2011: | ||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Accrued compensation | $ | 44,692 | $ | 50,923 | $ | 33,930 | |||||||
Accrued settlement payable | - | - | 40,000 | ||||||||||
Other accrued expenses | 83,877 | 24,989 | 54,373 | ||||||||||
Accrued expenses | $ | 128,569 | $ | 75,912 | $ | 128,303 |
Notes_Payable_Tables
Notes Payable (Tables) | 4 Months Ended | ||||||||||||
Apr. 30, 2013 | |||||||||||||
Notes Payable Tables [Abstract] | |||||||||||||
Notes Payable | Notes payable consisted of the following at April 30, 2013, December 31, 2012 and 2011: | ||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Note payable - related party originating August 14, 2012; no monthly payments required; bearing interest at 5% [A] | $ | 300,000 | $ | 300,000 | $ | - | |||||||
Note payable - related party originating March 13, 2012; no monthly payments required; bearing interest at 0.19% [A] | 300,000 | 300,000 | - | ||||||||||
Note payable - originating February 25, 2012; no monthly payments required; bearing interest at 0.19%; maturing at February 25, 2014 | 100,000 | 100,000 | - | ||||||||||
Note payable - originating February 27, 2012; no monthly payments required; bearing interest at 0.19%; maturing at February 27, 2014 | 50,000 | 50,000 | - | ||||||||||
Note payable - originating February 29, 2012; no monthly payments required; bearing interest at 0.19%; maturing at February 29, 2014 | 50,000 | 50,000 | - | ||||||||||
Note payable for vehicle, 72 monthly payments of $618; interest at 8.4% through March 2014 | - | - | 15,151 | ||||||||||
Total | 800,000 | 800,000 | 15,151 | ||||||||||
Less: Current maturities (notes payable) | - | - | (6,383 | ) | |||||||||
Less: Current maturities (convertible notes payable) | (200,000 | ) | - | - | |||||||||
Subtotal | 600,000 | 800,000 | 8,768 | ||||||||||
Less: amount due after one year for notes payable | - | - | (8,768 | ) | |||||||||
Amount due after one year for convertible notes payable | $ | 600,000 | $ | 800,000 | $ | - | |||||||
------- | |||||||||||||
[A] - effective September 4, 2012, note amended to provide a maturity date of August 31, 2013. Effective December 17, 2012, note further amended to provide a maturity date of August 31, 2014. | |||||||||||||
Future maturities of notes payable | Future maturities of notes payable as of April 30, 2013 are as follows: | ||||||||||||
Year Ending April 30, | |||||||||||||
2014 | $ | 200,000 | |||||||||||
2015 | 600,000 | ||||||||||||
$ | 800,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 4 Months Ended | ||||
Apr. 30, 2013 | |||||
Commitments And Contingencies Tables [Abstract] | |||||
Minimum rental payment for lease | The following is a schedule by years of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of April 30, 2013: | ||||
Year Ending April 30, | |||||
2014 | $ | 141,051 | |||
2015 | 144,332 | ||||
2016 | 72,427 | ||||
2017 | - | ||||
Total minimum payments required | $ | 357,810 |
Stockholders_Equity_Deficiency1
Stockholders' Equity (Deficiency) (Tables) | 3 Months Ended | 4 Months Ended | ||||||||||||||||||||||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | |||||||||||||||||||||||||||||||||
Stockholders Equity Deficiency Tables [Abstract] | ||||||||||||||||||||||||||||||||||
Assets and Liabilities acquired | The assets acquired and liabilities assumed from the publicly-held company were as follows: | |||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 337 | ||||||||||||||||||||||||||||||||
Liabilities assumed | (21,206 | ) | ||||||||||||||||||||||||||||||||
Net | $ | (20,869 | ) | |||||||||||||||||||||||||||||||
Warranty Activity | A summary of the Company's warrant activity during the three months ended July 31, 2013 is presented below: | A summary of the Company's warrant activity during the four months ended April 30, 2013 is presented below: | ||||||||||||||||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||||||||||||||||
Weighted | Average | Weighted | Average | |||||||||||||||||||||||||||||||
Average | Remaining | Aggregate | Average | Remaining | Aggregate | |||||||||||||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | Number of | Exercise | Contractual | Intrinsic | |||||||||||||||||||||||||||
Warrants | Shares | Price | Term | Value | Warrants | Shares | Price | Term | Value | |||||||||||||||||||||||||
Balance Outstanding, April 30, 2013 | 9,090,292 | $ | 0.46 | Balance Outstanding, December 31, 2012 | 7,256,522 | $ | 0.45 | |||||||||||||||||||||||||||
Granted | 1,115,026 | 0.33 | Granted | 1,833,770 | 0.5 | |||||||||||||||||||||||||||||
Exercised | - | - | Exercised | - | - | |||||||||||||||||||||||||||||
Forfeited | (40,000 | ) | 0.5 | Forfeited | - | - | ||||||||||||||||||||||||||||
Expired | - | - | Expired | - | - | |||||||||||||||||||||||||||||
Balance Outstanding, July 31, 2013 | 10,165,318 | $ | 0.45 | 4.1 | $ | 51,862 | Balance Outstanding, April 30, 2013 | 9,090,292 | $ | 0.46 | 4.4 | $ | 32,349 | |||||||||||||||||||||
Exercisable, July 31, 2013 | 10,165,318 | $ | 0.45 | 4.1 | $ | 51,862 | Exercisable, April 30, 2013 | 9,090,292 | $ | 0.46 | 4.4 | $ | 32,349 | |||||||||||||||||||||
Compensation Expense for Stock Options Granted | The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted to employees during the three months ended July 31, 2013: | The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted to employees during the four months ended April 30, 2013 and during the years ended December 31, 2012 and 2011: | ||||||||||||||||||||||||||||||||
July 31, | April 30, | December 31, | ||||||||||||||||||||||||||||||||
Assumptions | 2013 | Assumptions | 2013 | 2012 | 2011 | |||||||||||||||||||||||||||||
Expected life (years) | 3.5 | Expected life (years) | 3.5 - 3.75 | 2.5 - 3.8 | N/A | |||||||||||||||||||||||||||||
Expected volatility | 46.50% | Expected volatility | 46.3%- 46.5% | 44.2% - 50.9% | N/A | |||||||||||||||||||||||||||||
Weighted-average volatility | 46.50% | Weighted-average volatility | 46.50% | 49.00% | N/A | |||||||||||||||||||||||||||||
Risk-free interest rate | 0.38% | Risk-free interest rate | .36%-.44% | 0.31% - 0.60% | N/A | |||||||||||||||||||||||||||||
Dividend yield | 0.00% | Dividend yield | 0.00% | 0.00% | N/A | |||||||||||||||||||||||||||||
Expected forfeiture rate | 3.90% | Expected forfeiture rate | 3.90% | 1.70% | N/A | |||||||||||||||||||||||||||||
Stock Options Activity to Employees | A summary of the Company's stock option activity for employees and directors during the three months ended July 31, 2013 is presented below: | A summary of the Company's stock option activity for employees and directors during the four months ended April 30, 2013 is presented below: | ||||||||||||||||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||||||||||||||||
Weighted | Average | Weighted | Average | |||||||||||||||||||||||||||||||
Average | Remaining | Aggregate | Average | Remaining | Aggregate | |||||||||||||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | Number of | Exercise | Contractual | Intrinsic | |||||||||||||||||||||||||||
Options | Shares | Price | Term | Value | Options | Shares | Price | Term | Value | |||||||||||||||||||||||||
Balance Outstanding, April 30, 2013 | 7,344,381 | $ | 0.35 | Balance Outstanding, December 31, 2012 | 6,777,967 | $ | 0.35 | |||||||||||||||||||||||||||
Granted | 1,536,211 | $ | 0.35 | Granted | 658,914 | $ | 0.35 | |||||||||||||||||||||||||||
Exercised | - | Exercised | - | |||||||||||||||||||||||||||||||
Forfeited | (40,000 | ) | $ | 0.35 | Forfeited | (92,500 | ) | $ | 0.35 | |||||||||||||||||||||||||
Expired | - | Expired | - | |||||||||||||||||||||||||||||||
Balance Outstanding, July 31, 2013 | 8,840,592 | $ | 0.35 | 4.2 | $ | - | Balance Outstanding, April 30, 2013 | 7,344,381 | $ | 0.35 | 4.4 | $ | - | |||||||||||||||||||||
Exercisable, July 31, 2013 | 2,051,998 | $ | 0.35 | 4.1 | $ | - | Exercisable, April 30, 2013 | 2,056,998 | $ | 0.35 | 4.4 | $ | - | |||||||||||||||||||||
Stock Options Grants to Non-Employees | The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted to non-employees during the three months ended July 31, 2013: | The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted to non-employees during the four month ended April 30, 2013 and for the years ended December 31, 2012 and 2011: | ||||||||||||||||||||||||||||||||
July 31, | ||||||||||||||||||||||||||||||||||
Assumptions | 2013 | April 30, | December 31, | |||||||||||||||||||||||||||||||
Expected life (years) | N/A | Assumptions | 2013 | 2012 | 2011 | |||||||||||||||||||||||||||||
Expected volatility | N/A | Expected life (years) | 4 | 2.7 - 5.0 | N/A | |||||||||||||||||||||||||||||
Weighted-average volatility | N/A | Expected volatility | 46.50% | 44.2% - 50.0% | N/A | |||||||||||||||||||||||||||||
Risk-free interest rate | N/A | Weighted-average volatility | 46.50% | 47.40% | N/A | |||||||||||||||||||||||||||||
Dividend yield | N/A | Risk-free interest rate | 0.38% | 0.37% - 0.60% | N/A | |||||||||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | N/A | |||||||||||||||||||||||||||||||
Share Based Compensation Stock Options Activity for Non-Employees | A summary of the Company's stock option activity for non-employees during the three months ended July 31, 2013 is presented below: | A summary of the Company's stock option activity for non-employees during the four months ended April 30, 2013 is presented below: | ||||||||||||||||||||||||||||||||
Weighted | Average | Weighted | Average | |||||||||||||||||||||||||||||||
Average | Remaining | Aggregate | Average | Remaining | Aggregate | |||||||||||||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | Number of | Exercise | Contractual | Intrinsic | |||||||||||||||||||||||||||
Options | Shares | Price | Term | Value | Options | Shares | Price | Term | Value | |||||||||||||||||||||||||
Balance Outstanding, April 30, 2013 | 270,000 | $ | 0.35 | Balance Outstanding, December 31, 2012 | 195,000 | $ | 0.35 | |||||||||||||||||||||||||||
Granted | - | $ | - | Granted | 75,000 | $ | 0.35 | |||||||||||||||||||||||||||
Exercised | - | Exercised | - | |||||||||||||||||||||||||||||||
Forfeited | Forfeited | |||||||||||||||||||||||||||||||||
Expired | - | Expired | - | |||||||||||||||||||||||||||||||
Balance Outstanding, July 31, 2013 | 270,000 | $ | 0.35 | 4.3 | $ | - | Balance Outstanding, April 30, 2013 | 270,000 | $ | 0.35 | 4 | $ | - | |||||||||||||||||||||
Exercisable, July 31, 2013 | 47,250 | N/A | N/A | N/A | Exercisable, April 30, 2013 | - | N/A | N/A | N/A |
Income_Taxes_Tables
Income Taxes (Tables) | 4 Months Ended | ||||||||||||
Apr. 30, 2013 | |||||||||||||
Income Taxes Tables [Abstract] | |||||||||||||
Components of income tax expense (benefit) | The components of income tax expense (benefit) are as follows: | ||||||||||||
For the | |||||||||||||
Four Months | For the | ||||||||||||
Ended | Year Ended | ||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current: | |||||||||||||
Federal | $ | - | $ | - | $ | - | |||||||
State | - | - | - | ||||||||||
- | - | - | |||||||||||
Deferred: | |||||||||||||
Federal | - | - | - | ||||||||||
State | - | - | - | ||||||||||
- | - | - | |||||||||||
Total Income tax expense (benefit) | $ | - | $ | - | $ | - | |||||||
Deferred income tax assets and liabilities | Significant components of the Company's deferred income tax assets and liabilities are as follows: | ||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss | $ | 4,256,530 | $ | 3,649,651 | $ | 2,064,725 | |||||||
Allowance for doubtful accounts | 23,948 | 261,946 | 17,637 | ||||||||||
Intangible assets | 238,259 | 118,740 | - | ||||||||||
Deferred rent | 11,809 | 7,883 | 9,473 | ||||||||||
Stock-based compensation | 185,916 | 128,827 | - | ||||||||||
Contributions carryforward | 93 | 93 | - | ||||||||||
Total deferred tax assets | 4,716,555 | 4,167,140 | 2,091,835 | ||||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | - | - | (148,345 | ) | |||||||||
Property and equipment | (31,714 | ) | (630 | ) | (805 | ) | |||||||
Total deferred tax liabilities | (31,714 | ) | (630 | ) | (149,150 | ) | |||||||
Deferred tax assets, net | 4,684,841 | 4,166,510 | 1,942,685 | ||||||||||
Valuation allowance: | |||||||||||||
Beginning of year | (4,166,510 | ) | (1,942,685 | ) | (1,152,977 | ) | |||||||
(Increase) during period | (518,331 | ) | (2,223,825 | ) | (789,708 | ) | |||||||
Ending balance | (4,684,841 | ) | (4,166,510 | ) | (1,942,685 | ) | |||||||
Net deferred tax asset | $ | - | $ | - | $ | - | |||||||
Presentation in the financial statements: | |||||||||||||
For the | For the | ||||||||||||
Four Months | Year Ended | ||||||||||||
Ended | |||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Deferred taxes, current portion | $ | - | $ | - | $ | - | |||||||
Deferred taxes, net of current portion | - | - | - | ||||||||||
Net deferred tax assets | $ | - | $ | - | $ | - | |||||||
Reconciliation of income tax | A reconciliation of income tax computed at the U.S. statutory rate to the effective income tax rate is as follows: | ||||||||||||
For the | For the | ||||||||||||
Four Months | Year Ended | ||||||||||||
Ended | |||||||||||||
April 30, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Statutory U.S. federal income tax rate | 34 | % | 34 | % | 34 | % | |||||||
State income taxes, net of federal tax benefit | 3.1 | 3.1 | 3.1 | ||||||||||
Other | (0.1 | ) | (0.1 | ) | (0.1 | ) | |||||||
Change in valuation allowance | (37.0 | ) | (37.0 | ) | (37.0 | ) | |||||||
Effective income tax rate | 0 | % | 0 | % | 0 | % |
1_Nature_of_Operations_and_Goi
1. Nature of Operations and Going Concern (Details) (USD $) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | 1 Months Ended | |||||||
Feb. 25, 2012 | Feb. 27, 2012 | Feb. 29, 2012 | Jul. 31, 2013 | Jul. 31, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||||
Scenario, Forecast [Member] | Minimum [Member] | Maximum [Member] | ||||||||||
Scenario, Forecast [Member] | Scenario, Forecast [Member] | |||||||||||
Nature of Operations and Going Concern [Abstract] | ||||||||||||
Current assets (including cash of $3,200) | $3,200 | |||||||||||
Intangible assets | ||||||||||||
Liabilities assumed | ||||||||||||
Net purchase price | 3,200 | |||||||||||
Net loss | 1,105,576 | 1,752,227 | 1,402,982 | 2,213,119 | 6,010,734 | 2,135,573 | ||||||
Negative Cash Flows from Operations | 1,013,268 | 1,462,782 | 918,941 | 1,132,264 | 4,522,710 | 1,679,330 | ||||||
Subsequent Event [Line Items] | ||||||||||||
Discount convertible debentures | 1,500,000 | 2,240,000 | ||||||||||
Term of debentures | 2 years | 2 years | 2 years | 18 months | ||||||||
Proceeds from convertible debentures | 947,000 | 1,059,000 | 1,706,000 | 255,000 | 2,000,000 | |||||||
Proceeds to be received from other investors | $500,000 |
1_Nature_of_Operations_and_Goi1
1. Nature of Operations and Going Concern (Narrative) (Details) (USD $) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||
Jul. 31, 2013 | Jul. 31, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Nature Of Operations And Going Concern Details Narrative [Abstract] | ||||||
Net Loss-Allocable to Common Shareholders | $1,402,982 | $2,250,498 | $6,048,113 | $2,222,899 | ||
Negative Cash Flows from Operations | $1,013,268 | $1,462,782 | $918,941 | $1,132,264 | $4,522,710 | $1,679,330 |
1_Nature_of_Operations_and_Goi2
1. Nature of Operations and Going Concern (Schedule of Discontinued Operations) (Details) (USD $) | 3 Months Ended | ||||
Jul. 31, 2013 | Jul. 31, 2012 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Discontinued Operations | |||||
Revenues | $222,625 | $659,790 | |||
Instructional costs and services | 200,362 | 569,747 | |||
Total costs and expenses | 200,362 | 569,747 | |||
Income (loss) from discontinued operations, net of income taxes | 22,263 | 90,043 | |||
Discontinued operations (Note 1) | |||||
Cash and cash equivalents | |||||
Accounts receivable, net of allowance of $295,045 and $295,045, respectively | 257,322 | 113,822 | |||
Other current assets | |||||
Net assets from discontinued operations | 257,322 | 113,822 | 113,822 | 393,214 | 632,135 |
Liabilities | |||||
Accounts payable | 1,178 | 1,178 | |||
Accrued expenses | 202,389 | 70,201 | |||
Deferred revenue | 129,250 | 53,125 | |||
Net liabilities from discontinued operations | $332,817 | $124,504 |
2_Significant_Accounting_Polic
2. Significant Accounting Policies (Details) | 4 Months Ended |
Apr. 30, 2013 | |
Call Center Equipment [Member] | |
Depreciation Term | 5 years |
Equipment [Member] | |
Depreciation Term | 5 years |
Furniture and Fixtures [Member] | |
Depreciation Term | 7 years |
Library [Member] | |
Depreciation Term | 3 years |
Computer software [Member] | |
Depreciation Term | 5 years |
Vehicle [Member] | |
Depreciation Term | 5 years |
2_Significant_Accounting_Polic1
2. Significant Accounting Policies (Details 1) (USD $) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||
Jul. 31, 2013 | Jul. 31, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Costs and expenses: | ||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | $559,470 | $611,772 | $749,930 | $865,408 | $2,342,037 | $1,041,269 |
General and adminstrative | 1,373,056 | 1,393,282 | 1,670,812 | 2,123,685 | 5,235,282 | 3,593,956 |
Depreciation and amortization | 109,435 | 98,571 | 159,269 | 121,812 | 397,923 | 264,082 |
Total costs and expenses | 8,477,557 | 4,899,307 | ||||
As Previously Reported [Member] | ||||||
Costs and expenses: | ||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | ||||||
Instructional costs and services | 899,909 | 525,907 | ||||
Marketing and promotional | 1,442,128 | 515,362 | ||||
General and adminstrative | 5,235,282 | 3,593,956 | ||||
Depreciation and amortization | 397,923 | 264,082 | ||||
Total costs and expenses | 8,477,557 | 4,899,307 | ||||
Cost of Revenue [Member] | ||||||
Costs and expenses: | ||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 2,342,037 | 1,041,269 | ||||
Instructional costs and services | -899,909 | -525,269 | ||||
Marketing and promotional | -1,442,128 | -515,362 | ||||
General and adminstrative | ||||||
Depreciation and amortization | ||||||
Total costs and expenses | ||||||
As Reclassified [Member] | ||||||
Costs and expenses: | ||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 2,342,037 | 1,041,269 | ||||
Instructional costs and services | ||||||
Marketing and promotional | ||||||
General and adminstrative | 5,235,282 | 2,663,017 | ||||
Depreciation and amortization | 397,923 | 264,082 | ||||
Total costs and expenses | $8,477,557 | $4,899,307 |
2_Significant_Accounting_Polic2
2. Significant Accounting Policies (Details Narrative) (USD $) | 4 Months Ended | 12 Months Ended | 3 Months Ended | |||||||
Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | Jul. 31, 2012 | |
Stock Options [Member] | Stock Options [Member] | Warrants [Member] | Warrants [Member] | Convertible Debt [Member] | Convertible Debt [Member] | |||||
Significant Accounting Policies Details Narrative [Abstract] | ||||||||||
Restricted cash | $265,173 | $264,992 | $265,310 | |||||||
Accrued interest | 508 | 327 | ||||||||
Letter of credit interest rate | 0.25% | 0.20% | ||||||||
Options to purchase common shares | 7,614,381 | 6,972,967 | ||||||||
Warrants to purchase common shares | 9,090,295 | 8,112,696 | ||||||||
Convertible Debt Amount | 800,000 | 800,000 | ||||||||
Convertible Debt Shares | 1,357,143 | 1,357,143 | ||||||||
Warrants To Purchase Common Shares Outstanding | 456,000 | |||||||||
Convertible Preferred Shares | 15,403,006 | |||||||||
Preferred Shares Converted To Common Shares | 13,677,274 | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||
Antidilutive securities | 9,110,592 | 2,070,000 | 9,090,292 | 882,500 | 1,357,143 | 951,126 | ||||
Convertible Debt | $800,000 | $650,000 |
3_Accounts_Receivable_Details
3. Accounts Receivable (Details) (USD $) | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accounts Receivable Details [Abstract] | |||
Accounts receivable | $437,323 | $275,206 | $262,694 |
Less: Allowance for doubtful accounts | -72,535 | -35,535 | -47,595 |
Accounts receivable, net | $364,788 | $239,671 | $215,099 |
3_Accounts_Receivable_Details_
3. Accounts Receivable (Details Narrative) (USD $) | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Accounts Receivable Details Narrative [Abstract] | ||||
Bad debt expense | $37,000 | $32,955 | $133,907 | $21,200 |
4_Secured_Note_and_Accounts_Re
4. Secured Note and Accounts Receivable - Related Parties (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||
Jul. 31, 2013 | Mar. 13, 2012 | Jul. 24, 2013 | Jun. 27, 2013 | Jun. 24, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Mar. 08, 2012 | Dec. 01, 2008 | Mar. 30, 2008 | Mar. 13, 2012 | Sep. 16, 2011 | Dec. 31, 2011 | Mar. 13, 2012 | |
CEO [Member] | CEO [Member] | Parent Company [Member] | Parent Company [Member] | Parent Company [Member] | Parent Company [Member] | Officer [Member] | Third Party [Member] | ||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Courseware sales | $600,000 | $455,000 | |||||||||||||||
Series C Preferred Shares pledged by HEMG | 772,793 | ||||||||||||||||
Series C Preferred Shares pledeged by HEMG, converted to common shares | 654,850 | ||||||||||||||||
Common Shares Pledged | 117,943 | ||||||||||||||||
Share Price | $0.50 | $0.35 | $0.35 | $0.35 | $0.35 | $1 | $0.50 | ||||||||||
Accounts receivable, secured - related party, net of allowance | 270,478 | 270,478 | |||||||||||||||
Allowance for doubtful accounts | 502,315 | 502,315 | 502,315 | ||||||||||||||
Third Party Investors Purchased Shares | 336,000 | 400,000 | |||||||||||||||
Purchase Value Of Shares | 168,000 | ||||||||||||||||
Company Purchased Shares | 264,000 | ||||||||||||||||
Company Purchased Shares Value | 132,000 | ||||||||||||||||
Accounts Receivable Secured Related Party Extended Due Date | 30-Sep-14 | ||||||||||||||||
Shares guaranteed to be purchased by the Company | 600,000 | ||||||||||||||||
Shares the Company guaranteed it would use its best efforts to purchase from HEMG and resell to investors | 1,400,000 | ||||||||||||||||
Shares Company shall consent to additional private transfers | 500,000 | ||||||||||||||||
Shares HEMG agreed to not sell, pledge or otherwise transfer | 142,500 | ||||||||||||||||
Dispute regarding the Company's claim that HEMG sold 131,500 common shares of the Company without having enough authorized shares | 131,500 | ||||||||||||||||
Shares a stockholder did not receive | 11,000 | ||||||||||||||||
Interest income recognized | 1,867 | 594 | |||||||||||||||
Allowance for account receivable | 502,315 | ||||||||||||||||
Account receivable net of allowance | $270,478 | $270,478 | $772,793 |
5_Property_and_Equipment_Detai
5. Property and Equipment (Details) (USD $) | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Apr. 30, 2012 | Dec. 31, 2011 |
Property and equipment, gross | $1,937,789 | $1,833,405 | $1,667,191 | $1,227,081 | |
Less accumulated depreciation and amortization | -648,629 | -569,665 | -455,871 | -229,972 | -229,972 |
Property and equipment, net | 1,289,160 | 1,263,740 | 1,211,320 | 997,109 | |
Call Center [Member] | |||||
Property and equipment, gross | 121,313 | 121,313 | 121,313 | 121,313 | |
Computer and Office Equipment [Member] | |||||
Property and equipment, gross | 64,336 | 61,036 | 45,718 | 38,577 | |
Furniture and Fixtures [Member] | |||||
Property and equipment, gross | 32,914 | 32,914 | 11,336 | ||
Library [Member] | |||||
Property and equipment, gross | 100,000 | 100,000 | 100,000 | 100,000 | |
Computer software [Member] | |||||
Property and equipment, gross | 1,619,226 | 1,518,142 | 1,388,824 | 927,455 | |
Less accumulated depreciation and amortization | -458,519 | -386,599 | -286,744 | -60,290 | |
Property and equipment, net | 1,160,707 | 1,131,543 | 1,102,080 | 867,165 | |
Vehicles [Member] | |||||
Property and equipment, gross | $39,736 |
5_Property_and_Equipment_Detai1
5. Property and Equipment (Details 1) (USD $) | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Apr. 30, 2012 | Dec. 31, 2011 |
Property and equipment, gross | $1,937,789 | $1,833,405 | $1,667,191 | $1,227,081 | |
Less accumulated depreciation and amortization | -648,629 | -569,665 | -455,871 | -229,972 | -229,972 |
Property and equipment, net | 1,289,160 | 1,263,740 | 1,211,320 | 997,109 | |
Computer software [Member] | |||||
Property and equipment, gross | 1,619,226 | 1,518,142 | 1,388,824 | 927,455 | |
Less accumulated depreciation and amortization | -458,519 | -386,599 | -286,744 | -60,290 | |
Property and equipment, net | $1,160,707 | $1,131,543 | $1,102,080 | $867,165 |
5_Property_and_Equipment_Detai2
5. Property and Equipment (Details 2) (USD $) | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
2014 | $74,859 | $105,246 | ||
2015 | 65,117 | 65,017 | ||
2016 | 27,830 | 27,730 | ||
2017 | 9,196 | 9,095 | ||
Total | 178,124 | 208,095 | 253,571 | 369,831 |
Computer software [Member] | ||||
2014 | 242,884 | 303,629 | ||
2015 | 323,845 | 303,629 | ||
2016 | 322,999 | 302,782 | ||
2017 | 200,267 | 180,050 | ||
2018 | 70,712 | 41,453 | ||
Total | $1,160,707 | $1,131,543 |
5_Property_and_Equipment_Detai3
5. Property and Equipment (Details Narrative) (USD $) | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Dec. 31, 2011 |
Property And Equipment Details Narrative [Abstract] | ||||||
Depreciation and amortization expense | $78,694 | $113,794 | $256,363 | $62,994 | $73,718 | $85,662 |
Accumulated depreciation and amortization | 648,629 | 569,665 | 455,871 | 229,972 | 229,972 | |
Amortization expense for software | $71,920 | $99,855 | $64,192 | $55,755 | $226,454 | $60,290 |
6_Courseware_Details
6. Courseware (Details) (USD $) | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Intangible Assets Details [Abstract] | ||||
Courseware | $2,098,038 | $2,097,538 | $2,097,538 | $2,072,238 |
Accumulated amortization | -1,919,914 | -1,889,443 | -1,843,967 | -1,702,407 |
Courseware, net | $178,124 | $208,095 | $253,571 | $369,831 |
6_Courseware_Details_1
6. Courseware (Details 1) (USD $) | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Intangible Assets Details 1 [Abstract] | ||||
2014 | $74,859 | $105,246 | ||
2015 | 65,117 | 65,017 | ||
2016 | 27,830 | 27,730 | ||
2017 | 9,196 | 9,095 | ||
2017 | 1,122 | 1,007 | ||
Total | $178,124 | $208,095 | $253,571 | $369,831 |
6_Courseware_Details_Narrative
6. Courseware (Details Narrative) (USD $) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||
Jul. 31, 2013 | Jul. 31, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Courseware Details Narrative [Abstract] | ||||||
Courseware Costs Capitalized | $500 | $25,300 | $54,090 | |||
Courseware Amortization Expense | $30,471 | $35,578 | $45,476 | $48,094 | $141,560 | $178,420 |
7_Accrued_Expenses_Details
7. Accrued Expenses (Details) (USD $) | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accrued Expenses Details [Abstract] | ||||
Accrued compensation | $44,692 | $50,923 | $33,930 | |
Accrued settlement payable | 40,000 | |||
Other accrued expenses | 83,877 | 24,989 | 54,373 | |
Accrued expenses | $126,462 | $128,569 | $75,912 | $128,303 |
7_Accrued_Expenses_Details_Nar
7. Accrued Expenses (Details Narrative) (USD $) | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accrued settlement payable | $40,000 | ||
Glen Oaks [Member] | |||
Accrued settlement payable | $40,000 |
9_Notes_Payable_Details
9. Notes Payable (Details) (USD $) | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Total | $800,000 | $800,000 | $15,151 |
Less: Current maturities (notes payable) | -6,383 | ||
Less: Current maturities (convertible notes payable) | -200,000 | ||
Subtotal | 600,000 | 800,000 | 8,768 |
Less: amount due after one year for notes payable | -8,768 | ||
Amount due after one year for convertible notes payable | 600,000 | 800,000 | |
Note payable - related party originating August 14, 2012; no monthly payments required; bearing interest at 5% | |||
Total | 300,000 | 300,000 | |
Note payable - related party originating March 13, 2012; no monthly payments required; bearing interest at 0.19% | |||
Total | 300,000 | 300,000 | |
Note payable - originating February 25, 2012; no monthly payments required; bearing interest at 0.19%; maturing at February 25, 2014 | |||
Total | 100,000 | 100,000 | |
Note payable - originating February 27, 2012; no monthly payments required; bearing interest at 0.19%; maturing at February 27, 2014 | |||
Total | 50,000 | 50,000 | |
Note payable - originating February 29, 2012; no monthly payments required; bearing interest at 0.19%; maturing at February 29, 2014 | |||
Total | 50,000 | 50,000 | |
Note payable for vehicle, 72 monthly payments of $618; interest at 8.4% through March 2014 | |||
Total | $15,151 |
9_Notes_Payable_Details_1
9. Notes Payable (Details 1) (USD $) | Apr. 30, 2013 |
Convertible Notes Payable Details 1 [Abstract] | |
Year Ending April 30, 2014 | $200,000 |
Year Ending April 30, 2015 | 600,000 |
Total | $800,000 |
9_Notes_Payable_Narrative_Deta
9. Notes Payable (Narrative) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | 1 Months Ended | |||||||
Feb. 25, 2012 | Feb. 27, 2012 | Feb. 29, 2012 | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Jun. 28, 2013 | Aug. 31, 2012 | Aug. 14, 2012 | Mar. 13, 2012 | |
CEO [Member] | CEO [Member] | CEO [Member] | CEO [Member] | CEO [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Convertible notes payable | $100,000 | $50,000 | $50,000 | $800,000 | $300,000 | $300,000 | ||||||
Interest rate | 0.19% | 0.19% | 0.19% | 10.00% | 5.00% | 0.19% | ||||||
Term of debentures | 2 years | 2 years | 2 years | 6 months | 6 months | |||||||
Debt conversion, price per share | $1 | $1 | $1 | $0.35 | $1 | |||||||
Maturity date | 31-Aug-14 | 31-Dec-13 | 31-Dec-13 | 31-Aug-14 | 31-Aug-14 | 31-Aug-14 | ||||||
Convertible notes payable, current portion | 200,000 | 200,000 | ||||||||||
Convertible notes payable, net of discount of $480,613 and $110,410, respectively | 600,000 | 600,000 | 800,000 | |||||||||
Convertible notes payable, total | 100,000 | 50,000 | 50,000 | 800,000 | 300,000 | 300,000 | ||||||
Interest expense | 2,393 | 2,393 | ||||||||||
Notes payable remaining principal balance | $25,000 |
Loans_Payable_Details
Loans Payable (Details) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||
Feb. 25, 2012 | Feb. 27, 2012 | Feb. 29, 2012 | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Jun. 28, 2013 | Aug. 31, 2012 | Aug. 14, 2012 | Mar. 13, 2012 | |
CEO [Member] | CEO [Member] | CEO [Member] | CEO [Member] | CEO [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||||||
Loan payable | $1,000,491 | $491 | $491 | $1,000,000 | ||||||||
Term of debentures | 2 years | 2 years | 2 years | 6 months | 6 months | |||||||
Interest rate | 0.19% | 0.19% | 0.19% | 10.00% | 5.00% | 0.19% | ||||||
Maturity date | 31-Aug-14 | 31-Dec-13 | 31-Dec-13 | 31-Aug-14 | 31-Aug-14 | 31-Aug-14 |
10_Commitments_and_Contingenci
10. Commitments and Contingencies (Details) (USD $) | Apr. 30, 2013 |
Commitments And Contingencies Details [Abstract] | |
2014 | $141,051 |
2015 | 144,352 |
2016 | 72,427 |
2017 | |
Total minimum payments required | $357,810 |
10_Commitments_and_Contingenci1
10. Commitments and Contingencies (Details Narrative) (USD $) | 4 Months Ended | 12 Months Ended | 13 Months Ended | |||
Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 30, 2013 | Jul. 31, 2013 | |
Rent expense | $64,724 | $44,828 | $140,783 | $114,511 | ||
Amount of unauthorized borrowings | 14,876 | |||||
Line of credit, maxium borrowing capacity | 250,000 | |||||
Line of credit, interest rate at period end | 3.75% | |||||
Line of credit, outstanding | 245,482 | |||||
Line of credit, remaining available | $4,518 | |||||
Title IV Funds received as a percentage of revenue | 18.00% | |||||
Minimum [Member] | ||||||
Annual performance bonus | 50.00% | 50.00% | ||||
Maximum [Member] | ||||||
Annual performance bonus | 100.00% | 100.00% |
11_Temporary_Equity_Details_Na
11. Temporary Equity (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2011 | |
Series A Preferred Stock [Member] | |
Cumulative dividends | $34,500 |
Series D Preferred Stock [Member] | |
Cumulative dividends | 30,632 |
Series E Preferred Stock [Member] | |
Cumulative dividends | $22,194 |
12_Stockholders_Equity_Deficie
12. Stockholders' Equity (Deficiency) (Details) (USD $) | Dec. 31, 2012 |
Stockholders Equity Details [Abstract] | |
Cash and cash equivalents | 337 |
Liabilities Assumd | ($21,206) |
Net | ($20,869) |
12_Stockholders_Equity_Deficie1
12. Stockholders' Equity (Deficiency) (Details 1) (USD $) | 3 Months Ended | 4 Months Ended |
Jul. 31, 2013 | Apr. 30, 2013 | |
Number of Options Granted | 658,914 | |
Number of Options Exercised | ||
Number of Options Forfeited | -92,500 | |
Number of Options Expired | ||
Number of Options Outstanding, Ending | 7,344,381 | |
Number of Options Exercisable | 2,056,998 | |
Weighted Average Exercise Price Issued | $0.35 | |
Weighted Average Exercise Price Exercised | ||
Weighted Average Exercise Price Forfeited | $0.35 | |
Weighted Average Exercise Price Expired | ||
Weighted Average Exercise Price Outstanding, Ending | $0.35 | |
Weighted Average Exercise Price Exercisable | $0.35 | |
Weighted Average Remaining Contractual Life (in years) Outstanding | 4 years 4 months 24 days | |
Weighted Average Remaining Contractual Life (in years) Exercisable | 4 years 4 months 24 days | |
Aggregate Intrinsic Value Granted | ||
Aggregate Intrinsic Value Exercised | ||
Aggregate Intrinsic Value Forfeited/canceled | ||
Aggregate Intrinsic Value Outstanding, Ending | ||
Aggregate Intrinsic Value Exercisable | ||
Warrant [Member] | ||
Number of Options Outstanding, Beginning | 7,256,522 | |
Number of Options Granted | 1,115,026 | 1,833,770 |
Number of Options Exercised | ||
Number of Options Forfeited | -40,000 | |
Number of Options Expired | ||
Number of Options Outstanding, Ending | 10,165,318 | 7,256,522 |
Number of Options Exercisable | 9,090,292 | |
Weighted Average Exercise Price Outstanding, Beginning | $0.45 | |
Weighted Average Exercise Price Issued | $0.50 | |
Weighted Average Exercise Price Exercised | ||
Weighted Average Exercise Price Forfeited | $0.50 | |
Weighted Average Exercise Price Expired | ||
Weighted Average Exercise Price Outstanding, Ending | $0.45 | $0.45 |
Weighted Average Exercise Price Exercisable | $0.46 | |
Weighted Average Remaining Contractual Life (in years) Outstanding | 4 years 1 month 6 days | 4 years 4 months 24 days |
Weighted Average Remaining Contractual Life (in years) Exercisable | 4 years 1 month 6 days | 4 years 4 months 24 days |
Aggregate Intrinsic Value Outstanding, Beginning | ||
Aggregate Intrinsic Value Granted | ||
Aggregate Intrinsic Value Exercised | ||
Aggregate Intrinsic Value Forfeited/canceled | ||
Aggregate Intrinsic Value Outstanding, Ending | 51,862 | |
Aggregate Intrinsic Value Exercisable | $51,862 | $32,349 |
12_Stockholders_Equity_Deficie2
12. Stockholders' Equity (Deficiency) (Details 2) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |
Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Expected forfeiture rate | 3.90% | 1.70% | 0.00% | |
Stock Incentive Plan To Employees And Directors [Member] | ||||
Expected life (years) minimum | 3 years 6 months | 3 years 6 months | 2 years 6 months | |
Expected life (years) maximum | 3 years 6 months | 3 years 9 months | 3 years 9 months 18 days | |
Expected volatility minimum | 46.50% | 46.30% | 44.20% | |
Expected volatility maximum | 46.50% | 46.50% | 50.90% | |
Weighted-average volatility | 46.50% | 46.50% | 49.00% | |
Risk-free interest rate, Minimum | 0.38% | 0.36% | 0.31% | |
Risk-free interest rate, Maximum | 0.38% | 0.44% | 0.60% | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Expected forfeiture rate | 3.90% | 3.90% | 1.70% | |
Stock Incentive Plan To Non Employees [Member] | ||||
Expected life (years) minimum | 4 years | 2 years 8 months 12 days | ||
Expected life (years) maximum | 4 years | 5 years | ||
Expected volatility minimum | 46.50% | 44.20% | ||
Expected volatility maximum | 46.50% | 50.00% | ||
Weighted-average volatility | 46.50% | 47.40% | ||
Risk-free interest rate, Minimum | 0.38% | 0.37% | ||
Risk-free interest rate, Maximum | 0.38% | 0.60% | ||
Dividend yield | 0.00% | 0.00% | ||
Expected forfeiture rate |
12_Stockholders_Equity_Deficie3
12. Stockholders' Equity (Deficiency) (Details 3) (USD $) | 4 Months Ended |
Apr. 30, 2013 | |
Stockholders Equity Deficiency Details 3 [Abstract] | |
Number of Options Granted | 658,914 |
Number of Options Exercised | |
Number of Options Forfeited | -92,500 |
Number of Options Expired | |
Number of Options Outstanding, Ending | 7,344,381 |
Number of Options Exercisable | 2,056,998 |
Weighted Average Exercise Price Issued | $0.35 |
Weighted Average Exercise Price Exercised | |
Weighted Average Exercise Price Forfeited | $0.35 |
Weighted Average Exercise Price Expired | |
Weighted Average Exercise Price Outstanding, Ending | $0.35 |
Weighted Average Exercise Price Exercisable | $0.35 |
Weighted Average Remaining Contractual Life (in years) Outstanding | 4 years 4 months 24 days |
Weighted Average Remaining Contractual Life (in years) Exercisable | 4 years 4 months 24 days |
Aggregate Intrinsic Value Granted | |
Aggregate Intrinsic Value Exercised | |
Aggregate Intrinsic Value Forfeited/canceled | |
Aggregate Intrinsic Value Outstanding, Ending | |
Aggregate Intrinsic Value Exercisable |
12_Stockholders_Equity_Deficie4
12. Stockholders' Equity (Deficiency) (Details 4) (Stock Incentive Plan To Non Employees [Member]) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |
Jul. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Incentive Plan To Non Employees [Member] | ||||
Expected life (years) minimum | 4 years | 2 years 8 months 12 days | ||
Expected life (years) maximum | 4 years | 5 years | ||
Expected volatility minimum | 46.50% | 44.20% | ||
Expected volatility maximum | 46.50% | 50.00% | ||
Weighted-average volatility | 46.50% | 47.40% | ||
Risk-free interest rate, Minimum | 0.38% | 0.37% | ||
Risk-free interest rate, Maximum | 0.38% | 0.60% | ||
Dividend yield | 0.00% | 0.00% |
12_Stockholders_Equity_Deficie5
12. Stockholders' Equity (Deficiency) (Details 5) (USD $) | 4 Months Ended | 1 Months Ended | 3 Months Ended | |||||
Apr. 30, 2013 | Dec. 17, 2012 | Mar. 15, 2012 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | |
Stock Incentive Plan To Non Employees [Member] | Stock Incentive Plan To Non Employees [Member] | Stock Incentive Plan To Non Employees [Member] | Stock Incentive Plan To Employees And Directors [Member] | Stock Incentive Plan To Employees And Directors [Member] | Stock Incentive Plan To Employees And Directors [Member] | Stock Incentive Plan To Employees And Directors [Member] | ||
Two Year Prorata Vesting [Member] | Three Year Prorata Vesting [Member] | Seven Month Vesting [Member] | ||||||
Number of Options Outstanding, Beginning | 270,000 | 7,344,381 | ||||||
Number of Options Granted | 658,914 | 175,000 | 1,536,211 | 200,000 | 545,000 | 791,211 | ||
Number of Options Exercised | ||||||||
Number of Options Forfeited | -92,500 | -40,000 | ||||||
Number of Options Expired | ||||||||
Number of Options Outstanding, Ending | 7,344,381 | 270,000 | 8,840,592 | |||||
Number of Options Exercisable | 2,056,998 | 57,750 | 2,051,998 | |||||
Weighted Average Exercise Price Outstanding, Beginning | $0.35 | $0.35 | ||||||
Weighted Average Exercise Price Issued | $0.35 | $1 | $0.35 | |||||
Weighted Average Exercise Price Exercised | ||||||||
Weighted Average Exercise Price Forfeited | $0.35 | $0.35 | ||||||
Weighted Average Exercise Price Expired | ||||||||
Weighted Average Exercise Price Outstanding, Ending | $0.35 | $0.35 | $0.35 | |||||
Weighted Average Exercise Price Exercisable | $0.35 | $0.35 | ||||||
Weighted Average Remaining Contractual Life (in years) Outstanding | 4 years 4 months 24 days | 4 years 3 months 18 days | 4 years 2 months 12 days | |||||
Weighted Average Remaining Contractual Life (in years) Exercisable | 4 years 4 months 24 days | 4 years 1 month 6 days | ||||||
Aggregate Intrinsic Value Granted | $57,750 | $57,750 | $184,345 | |||||
Aggregate Intrinsic Value Exercised | ||||||||
Aggregate Intrinsic Value Forfeited/canceled | ||||||||
Aggregate Intrinsic Value Outstanding, Ending | ||||||||
Aggregate Intrinsic Value Exercisable | ||||||||
Weighted average grant-date fair value of stock options granted | $0.12 | |||||||
Unrecognized compensation cost | 494,292 | |||||||
Weighted average recognition period | 4 years 2 months 23 days | |||||||
Share based compensation related to employees | 148,608 | |||||||
Vesting period | 2 years | 3 years | 7 months | |||||
Share based compensation related to non-employees | 748 | |||||||
Award modification, incremental compensation cost | $15,750 | |||||||
Award modification | Repriced stock options issued, decreased exercise price from $1.00 per share to $0.35 per share |
12_Stockholders_Equity_Deficie6
12. Stockholders' Equity (Deficiency) (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2013 | Jun. 30, 2013 | Jul. 31, 2013 | Dec. 31, 2012 | Jul. 24, 2013 | Jun. 27, 2013 | Jun. 24, 2013 | 14-May-13 | Jan. 16, 2013 | Sep. 30, 2012 | Sep. 28, 2012 | Mar. 13, 2012 | |
Stockholders Equity Deficiency Details Narrative [Abstract] | ||||||||||||
Issuance of common stock for services, shares | 300,000 | 317,143 | ||||||||||
Common stock, price per share | $0.35 | $0.35 | $0.35 | $0.35 | $0.50 | |||||||
Issuance of common stock for services | $105,000 | $111,000 | $216,000 | $70,000 | ||||||||
Equity Incentive Plan, shares authorized | 9,300,000 | 8,000,000 | 5,600,000 | 2,500,000 | ||||||||
Shares available for grant | 459,408 | 459,408 | ||||||||||
Option expiration period | 5 years | |||||||||||
Stock options modified to be plan options | 1,291,167 |
13_Income_Taxes_Details
13. Income Taxes (Details) (USD $) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||
Jul. 31, 2013 | Jul. 31, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Current: | ||||||
Federal | ||||||
State | ||||||
Current Income tax expense (benefit) | ||||||
Deferred: | ||||||
Federal | ||||||
State | ||||||
Deferred Income tax expense (benefit) | ||||||
Total Income tax expense (benefit) |
13_Income_Taxes_Details_1
13. Income Taxes (Details 1) (USD $) | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes Details 1 [Abstract] | |||
Net operating loss | $4,256,530 | $3,649,651 | $2,064,725 |
Allowance for doubtful accounts | 261,946 | 17,637 | |
Intangible assets | 238,259 | 118,740 | |
Deferred rent | 11,809 | 7,883 | 9,473 |
Stock-based compensation | 185,916 | 128,827 | |
Contributions carryfoward | 93 | 93 | |
Total deferred tax assets | 4,716,555 | 4,167,140 | 2,091,835 |
Property and equipment | -31,714 | -630 | -805 |
Total deferred tax liabilities | -31,714 | -630 | -149,150 |
Deferred tax assets, net | 4,684,841 | 4,166,510 | 1,942,685 |
Beginning of year | -4,166,510 | -1,942,685 | -1,152,977 |
(Increase) decrease during year | -518,331 | -2,223,825 | -789,708 |
Ending balance | -4,684,841 | -4,166,510 | -1,942,685 |
Net deferred tax asset |
13_Income_Taxes_Details_2
13. Income Taxes (Details 2) | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes Details 2 [Abstract] | |||
Statutory U.S. federal income tax rate | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal tax benefit | 3.10% | 3.10% | 3.10% |
Other | -0.10% | -0.10% | -0.10% |
Change in valuation allowance | -37.00% | -37.00% | -37.00% |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
15_Related_Party_Transactions_
15. Related Party Transactions (Details Narrative) (USD $) | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2012 | |
Interest Income | $594 | |||
Balance due on note receivable | 150,000 | |||
Third Party Investors Purchased Shares | 336,000 | |||
Purchase Value Of Shares | 168,000 | |||
Company Purchased Shares | 264,000 | |||
Company Purchased Shares Value | 132,000 | |||
Allowance for related party receivable | 502,315 | |||
Account receivable, net of allowance | 270,478 | 270,478 | 772,793 | |
Interest expense | 2,393 | 2,393 | ||
Principal balance due on notes payable | 25,000 | |||
Unauthorized borrowings | 14,876 | |||
CEO [Member] | ||||
Interest Income | 1,867 | |||
Officer [Member] | ||||
Interest Income | $594 | $210 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Feb. 25, 2012 | Feb. 27, 2012 | Feb. 29, 2012 | Jul. 31, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||||||
Scenario, Forecast [Member] | Minimum [Member] | Maximum [Member] | |||||||||
Scenario, Forecast [Member] | Scenario, Forecast [Member] | ||||||||||
Subsequent Event [Line Items] | |||||||||||
Discount convertible debentures | $1,500,000 | $2,240,000 | |||||||||
Term of debentures | 2 years | 2 years | 2 years | 18 months | |||||||
Proceeds from convertible debentures | 947,000 | 1,059,000 | 1,706,000 | 255,000 | 2,000,000 | ||||||
Interest rate | 0.19% | 0.19% | 0.19% | 8.00% | |||||||
Debt conversion, price per share | $1 | $1 | $1 | $0.33 | |||||||
Proceeds to be received from other investors | $500,000 | ||||||||||
Warrant term | 5 years | ||||||||||
Warrant coverage of debentures | 100.00% | ||||||||||
Percentage of the note balance due on November 1, 2014 | 25.00% | ||||||||||
Percentage of the note balance due on January 1, 2015 | 25.00% | ||||||||||
Percentage of the note balance due on April 1, 2015 | 50.00% |