SofTech (SOFT) 10-K 7 Oct 14 2014 FY Annual report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
	31-May-14	Sep. 19, 2014	Nov. 30, 2013
Document and Entity Information	'	'	'
Entity Registrant Name	'SOFTECH INC	'	'
Document Type	'10-K	'	'
Document Period End Date	31-May-14	'	'
Amendment Flag	'false	'	'
Entity Central Index Key	'0000354260	'	'
Current Fiscal Year End Date	'--05-31	'	'
Entity Common Stock, Shares Outstanding	'	833,724	'
Entity Filer Category	'Smaller Reporting Company	'	'
Entity Current Reporting Status	'Yes	'	'
Entity Voluntary Filers	'No	'	'
Entity Well-known Seasoned Issuer	'No	'	'
Document Fiscal Year Focus	'2014	'	'
Document Fiscal Period Focus	'FY	'	'
Entity Public Float	'	'	$1,182,887

CONSOLIDATED_CONDENSED_BALANCE

CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands) (USD $)	31-May-14	31-May-13
In Thousands, unless otherwise specified
ASSETS	'	'
Cash and cash equivalents	$1,209	$1,188
Restricted cash	'	100
Accounts receivable (less allowance for uncollectible accounts of $18 and $29 as of May 31, 2014 and 2013, respectively)	666	895
Holdback Payment and Earn-Out Payments from CADRA Sale	547	'
Debt issuance costs, net	139	'
Prepaid expenses and other assets	204	299
Total current assets	2,765	2,482
LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY	'	'
Accounts payable	483	137
Accrued expenses	503	602
Other current liabilities	104	89
Deferred maintenance revenue	1,462	2,088
Current portion of capital lease	19	13
Current portion of long-term debt	973	'
Total current liabilities	3,544	2,929
Shareholders' equity :	'	'
Common stock, $0.10 par value 20,000,000 shares authorized, 825,135 and 995,135 issued and outstanding at May 31, 2014 and 2013, respectively.	83	100
Capital in excess of par value	27,338	27,369
Accumulated deficit	-26,081	-25,333
Accumulated other comprehensive loss	-482	-424
Total shareholders' equity	$858	$1,712

CONSOLIDATED_CONDENSED_BALANCE1

CONSOLIDATED CONDENSED BALANCE SHEETS PARENTHETICALS (USD $)	31-May-14	31-May-13
In Thousands, unless otherwise specified
Parentheticals	'	'
Redeemable common stock shares issued	50,000	50,000
Redeemable common stock shares outstanding	50,000	50,000
Common Stock, shares authorized	20,000,000	20,000,000
Common Stock, shares issued	825,135	995,135
Common Stock, shares outstanding	825,135	995,135
Accounts receivables allowances uncollectable	$18	$29

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except for share and per share data) (USD $)	12 Months Ended
In Thousands, except Per Share data, unless otherwise specified	31-May-14	31-May-13
Revenues {1}	'	'
Products	$1,138	$1,284
Services	3,861	4,784
Royalties on sale of patents	10	290
Total revenues	5,009	6,358
Cost of revenues:	'	'
Products (1)	366	141
Services (1)	1,201	1,234
Total cost of revenues	1,567	1,375
Gross margin	3,442	4,983
Research and development expenses	1,171	1,087
Selling, general and administrative expenses	3,465	3,186
Gain on sale of product line	-649	'
Operating income (loss)	-545	710
Interest expense	251	342
Other income, net	-50	-7
Income (loss) before income taxes	-746	375
Provision for income taxes	2	15
Net income (loss)	($748)	$360
Basic and diluted net income (loss) per share	($0.85)	$0.35
Weighted average common shares outstanding-basic	876,860	1,018,709
Weighted average common shares outstanding-diluted	876,860	1,019,812

CONSOLIDATED_STATEMENTS_OF_COM

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(in thousands) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	31-May-14	31-May-13
COMPREHENSIVE INCOME:	'	'
Net income(loss)	($748)	$360
Foreign currency translation adjustment	-58	32
Total other comprehensive income (expense)	-58	32
Comprehensive income	($806)	$392

CONSOLIDATED_STATEMENTS_OF_CHA

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE COMMON STOCK AND EQUITY (USD $)	12 Months Ended
In Thousands, unless otherwise specified	31-May-14	31-May-13
Redeemable common stock:	'	'
Redeemable common stock balance at beginning of year	$275	$0
Issuance of redeemable common stock, net of issuance costs	0	158
Accretion of redeemable common stock to redemption value	0	117
Redeemable common stock at end of year	275	275
Common stock:	'	'
Common Stock balance at beginning of year	100	100
Repurchase of common stock	-17	0
Common Stock balance at end of year	83	100
Capital in excess of par value:	'	'
Capital in excess of par value balance at beginning of year	27,369	27,478
Repurchase of common stock	-46	0
Accretion of redeemable common stock to redemption value.	0	-117
Stock based compensation.	15	8
Capital in excess of par value balance at end of year	27,338	27,369
Accumulated deficit:	'	'
Accumulated deficit balance beginning of year	-25,333	-25,693
Net income(loss)	-748	360
Accumulated deficit balance at end of year	-26,081	-25,333
Accumulated other comprehensive loss:	'	'
Accumulated other comprehensive loss balance at beginning of year	-424	-456
Foreign currency translation adjustments	-58	32
Accumulated other comprehensive loss balance at end of year	-482	-424
Total shareholders' equity at end of year	$858	$1,712
Outstanding shares:	'	'
Balance of redeemable common stock at beginning of year	50,000	0
Issuance of redeemable common stock	0	50,000
Balance of redeemable common stock at end of year	50,000	50,000
Balance of common stock at beginning of year	995,135	995,135
Repurchase of common stock.	-170,000	0
Balance of common stock at end of year	825,135	995,135

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	31-May-14	31-May-13
Cash flows from operating activities:	'	'
Net income (loss)	($748)	$360
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	'	'
Depreciation and amortization expense	294	333
Gain on sale of product line	-649	'
Change in fair value of Holdback Payment and Earn-Out Payments	-17	'
Stock-based compensation	15	8
Non-cash interest expense	24	'
Change in fair value of warrant liability	-32	'
Changes in current assets and liabilities:	'	'
Accounts receivable	229	-138
Prepaid expenses and other current assets	95	-55
Accounts payable, accrued expenses and other liabilities	351	52
Deferred maintenance revenue	-78	-47
Net cash provided by (used in) operating activities	-516	513
Cash flows from investing activities:	'	'
Proceeds from sale of product line, net of direct cash expenses	2,432	'
Capital expenditures	-39	-2
Capitalized software development costs	-57	-276
Capitalized patent costs	-5	-19
Net cash provided by (used in) investing activities	2,331	-297
Cash flows from financing activities:	'	'
Proceeds from issuance of redeemable common stock, net of expenses	'	223
Cost of repurchasing common stock	-63	'
Borrowings under Loan Agreement	'	2,700
Borrowings under Credit Facility	'	300
Repayment under Loan Agreement and Credit Facility	-1,700	-2,500
Repurchase of warrant liability	-19	'
Capitalized debt issuance costs	-32	-255
Repayments under capital lease	-16	-10
Net cash provided by (used in) financing activities	-1,830	458
Effect of exchange rates on cash	-64	19
Increase (decrease) in cash and cash equivalents	-79	693
Cash and cash equivalents, beginning of period	1,288	595
Cash and cash equivalents, end of period	1,209	1,288
Supplemental disclosures of cash flow information:	'	'
Interest paid	240	157
Income taxes paid	14	2
Supplemental disclosures of non-cash investing and financing activities:	'	'
Issuance of warrants	51	'
Purchase of property and equipment under capital lease	30	53
Accretion of redeemable common stock	'	$117

Description_of_the_Business_an

Description of the Business and Basis of Presentation	12 Months Ended
	31-May-14
Description of the Business and Basis of Presentation	'
Description of the Business and Basis of Presentation	'
	A. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
	SofTech, Inc. (the “Company”) was formed in Massachusetts on June 10, 1969. The Company is engaged in the development, marketing, distribution and support of computer software solutions that serve the Product Lifecycle Management (“PLM”) industry. the Company’s operations are organized geographically with offices in the U.S. and European sales and customer support offices in Germany and Italy. The Company also has resellers in Asia and Europe.
	Since the Recapitalization Transaction described hereunder, the Company has also been actively engaged in acquiring and filing new U.S. patents, evaluating alternatives for monetizing its existing patents and investigating the acquisition of specific patents already awarded that might enhance shareholder value. It is expected that this kind of activity will become an increasing area of focus and investment over the coming years.
	The consolidated financial statements of the Company include the accounts of SofTech, Inc. and its wholly-owned subsidiaries, Information Decisions, Inc., Workgroup Technology Corporation, SofTech, GmbH and SofTech, Srl. All significant intercompany accounts and transactions have been eliminated in consolidation.
	CADRA Sale
	On October 18, 2013, the Company sold substantially all of the assets of its CADRA product line, including all intellectual property related to that technology but specifically excluding cash, billed accounts receivable and liabilities other than the deferred maintenance liability associated with CADRA customer maintenance contracts for support services (the “CADRA Sale”), to Mentor Graphics Corporation (“Mentor”), pursuant to an Asset Purchase Agreement dated August 30, 2013 (the “Asset Purchase Agreement”). The aggregate consideration for the CADRA Sale is up to $3.95 million, which is comprised of (i) $2.88 million of which was paid on the closing date; (ii) $320,000 of which will be paid on the one year anniversary (the “Holdback Payment”) of the closing date (subject to any indemnification claims); and (iii) up to an aggregate $750,000 over the three-year period subsequent to the closing date, based on 10% of the net revenue generated by the CADRA business (the “Earn-Out Payments”), subject to the terms of the Earn-Out Agreement dated August 30, 2013 (the “Earn-Out Agreement”).
	The Company will continue to offer the CADRA technology as a reseller throughout Europe (except Germany) on an exclusive basis until October 18, 2014 pursuant to a distribution agreement with Mentor (“Distributorship Agreement”) at which time the Distributorship Agreement will be subject to renewal by mutual agreement of the parties. In addition, for a one year period from the closing of the transaction the Company retained the right to market the CADRA technology to Sikorsky Aircraft, the largest CADRA user in the United States. Due to the significant continued involvement in the sale and support of the CADRA product line, the transaction does not qualify for presentation as discontinued operations.
	Recapitalization Transaction
	In March 2011, the current management team (CEO and VP of Business Development) completed a transaction (the “Recapitalization Transaction”) in which a group of eight investors purchased 39% of the Company’s common stock, arranged for debt facilities of $3.2 million and negotiated for a $7.6 million debt reduction from Greenleaf Capital, Inc. (“Greenleaf”), at that time, the Company’s sole lender and largest shareholder. As part of that Recapitalization Transaction, Greenleaf accepted a payment of $2.7 million in cash and a note for $250,000 in full satisfaction of the $10.6 million of indebtedness. The $250,000 note was repaid in its entirety during fiscal year 2013. The former CEO resigned after a short transition period, a new four person Board of Directors was appointed and the existing Board members resigned. In addition, Greenleaf gave the Company’s new Board of Directors voting control over its shares for a three year period immediately following the Recapitalization Transaction. The Company subsequently repurchased all 271,411 shares of its common stock owned by Greenleaf and Greenleaf related parties as described hereunder.
	Refinancing of Debt
	On December 5, 2013, the Company entered into an amended and restated loan agreement (the “Amended Loan Agreement No. 2”) between the Company, and Prides Crossing Capital Funding, L.P., (the “Lender”) whereby the parties agreed to amend and restate the Company’s existing $2.7 million Loan Agreement, as defined in Note F, following the CADRA Sale. The Lender was the successor to Prides Crossing Capital, L.P. and Prides Crossing Capital-A, L.P., the Lenders, as defined in Note F, under the Loan Agreement. Under the terms of the Amended Loan Agreement No. 2, the Company agreed to pay down the principal of the Loan Agreement from $2.7 million to $1.0 million (the “Term Note”) using a portion of the proceeds from the CADRA Sale. In addition, the Company paid a pre-payment penalty of $81,000 and agreed to repurchase the outstanding warrants to purchase 25,000 shares of common stock at an exercise price of $1.00 per share in exchange for $19,000.
	The amended and restated Term Note matures on January 1, 2015 and bears an interest rate of 14% payable in arrears on a monthly basis throughout the life of the loan. The Term Note may be repaid in full at any time but partial voluntary pre-payments are not allowed. If a pre-payment is made on or prior to September 30, 2014, the Company shall pay a yield maintenance fee equal to the interest that would have accrued under the Term Note from the date of pre-payment through September 30, 2014. No yield maintenance fee is due for a pre-payment made subsequent to September 30, 2014.
	Stock Purchase Agreement with Greenleaf Capital and Affiliates
	In June 2013, the Company purchased 170,000 shares of common stock from Greenleaf, The Ronda E. Stryker and William D. Johnston Foundation, and The L. Lee Stryker 1974 Irrevocable Trust fbo Ronda E. Stryker, for a purchase price of $62,900 or $0.37 per share as detailed in Note K to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2013. The agreement provides an option for the Company to either make an offer to purchase the remaining 101,411 shares held by Greenleaf at $0.37 per share or to provide Greenleaf with registration rights with respect to the remaining shares as set forth in the Registration Rights Agreement dated March 8, 2011. On August 8, 2014 the Company repurchased Greenleaf’s remaining 101,411 shares at $0.37 per share for a total of approximately $37,000.
	Liquidity and Subsequent Financing Events
	The Company operated at a net loss during the fiscal year ended May 31, 2014 and used $516,000 of cash in its operations.  As detailed in Note M, subsequent to fiscal year end, the Company entered into a three-year, $750,000 promissory note, a six-month $300,000 term note and issued 160,000 shares of its common stock at $5.00 per share in private placements with four accredited investors raising an additional $800,000. These funds are expected to be used to pay down the Company’s $1 million debt that is due on January 1, 2015 and to provide working capital. Based upon current cash levels, the aforementioned financing events and the operating outlook for fiscal 2015, the Company anticipates that its cash resources will be sufficient to fund operations for at least the next twelve months.

Significant_Accounting_Policie

Significant Accounting Policies	12 Months Ended
	31-May-14
Significant Accounting Policies	'
Significant Accounting Policies	'
	B. SIGNIFICANT ACCOUNTING POLICIES
	USE OF ESTIMATES
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates included in the financial statements pertain to revenue recognition, the allowance for doubtful accounts receivable, the fair value estimate of the Holdback Payment and Earn-Out Payments due from Mentor related to the sale of the CADRA business and the valuation of long term assets including goodwill, capitalized patent costs, capitalized software development costs and deferred tax assets. Actual results could differ from those estimates.
	CASH AND CASH EQUIVALENTS
	The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash at certain financial institutions in amounts that at times, exceed Federal Deposit Insurance Corporation limits. Cash held in foreign bank accounts at May 31, 2014 totaled approximately $182,000. The Company does not believe it is exposed to significant credit risk related to cash and cash equivalents.
	CONCENTRATION OF CREDIT RISK
	The Company believes that the loss of one or more of our largest customers could have a material adverse effect on the business. During fiscal years 2014 and 2013, no customer exceeded ten percent of revenue. The Company generally does not require collateral on credit sales. Management evaluates the creditworthiness of customers prior to delivery of products and services and provides allowances at levels estimated to be adequate to cover any potentially uncollectible accounts. Bad debts are written off against the allowance when identified. The changes in the accounts receivable reserve are as follows (in thousands):
	For the Years Ended May 31,		Balance, Beginning of Period		Charged to Costs and Expenses		Bad Debt Write-offs		Balance, End of Period
	2013	$	29	$	-	$	-	$	29
	2014	$	29	$	44	$	55	$	18
	PROPERTY AND EQUIPMENT
	Property and equipment is stated at cost. The Company provides for depreciation on a straight-line basis over the following estimated useful lives:
	Data Processing Equipment		2-5 years
	Office furniture		5-10 years
	Automobiles		4-6 years
	Depreciation expense, including amortization of assets under capital lease, was approximately $37,000 and $35,000, for fiscal years 2014 and 2013, respectively.
	Maintenance and repairs are charged to expense as incurred; betterments are capitalized. At the time property and equipment are retired, sold, or otherwise disposed of, the related costs and accumulated depreciation are removed from the accounts. Any resulting gain or loss on disposal is credited or charged to income.
	SOFTWARE DEVELOPMENT COSTS
	The Company accounts for its software development costs in accordance with Accounting Standards Codification (“ASC”) 985, Costs of Computer Software to Be Sold, Leased or Marketed. Costs that are incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software development costs are capitalized until the product is available for general release to customers. Such costs are amortized using the straight-line method over the estimated economic life of the product, generally three years. The Company evaluates the realizability of the assets and the related periods of amortization on a regular basis. Judgment is required in determining when technological feasibility of a product is established as well as its economic life.
	During fiscal years 2014 and 2013, the Company capitalized approximately $57,000 and $276,000, respectively, of software development costs. Amortization expense related to capitalized software development costs for fiscal years 2014 and 2013 was approximately $114,000 and $73,000, respectively.
	DEBT ISSUANCE COSTS
	The Company capitalizes the direct costs associated with entering into debt agreements and amortizes those costs over the life of the debt agreement. In May 2013, the Company entered into the Loan Agreement as detailed in Note F. Total direct costs incurred in establishing this debt agreement were approximately $255,000 which are being amortized over the term of the arrangement in accordance with ASC 470-50. During the fiscal year ending 2014, the Company capitalized approximately $31,000 of debt issuance costs related to the Loan Agreement. Unamortized debt issuance costs related to the prior credit facility totaled approximately $108,000 and were expensed in Q4 of fiscal 2013. Amortization expense related to debt issuance costs for fiscal years 2014 and 2013 was approximately $143,000 and $225,000, respectively.
	Amended Loan Agreement No. 2 described in Note F hereunder was a modification per ASC 470-50, Debt Modifications and Extinguishment, therefore the direct costs totaling approximately $120,000 incurred in completing the modification were expensed.
	INCOME TAXES
	The provision for income taxes is based on the earnings or losses reported in the consolidated financial statements. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company provides a valuation allowance against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized.
	The Company recognizes the tax benefit from an uncertain tax position only if it more-likely-than-not that the tax position will be sustained upon examination by taxing authorities, based on technical merits of the tax position. The evaluation of an uncertain tax position is based on factors that include, but are not limited to, changes in the tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, and changes in facts or circumstances related to a tax position. Any changes to these estimates, based on the actual results obtained and/or a change in assumptions, could impact the Company’s tax provision in future periods. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes. In accordance with the applicable statute of limitations, the Company’s tax returns could be audited by the Internal Revenue Service and various states for the fiscal years ended 2011 to 2013.
	REVENUE RECOGNITION
	The Company follows the provisions of ASC 985, Software, for transactions involving the licensing of software and software support services. Revenue from software license sales is recognized when persuasive evidence of an arrangement exists, delivery of the product has been made, and a fixed fee and collectability has been determined. The Company does not provide for a right of return. For multiple element arrangements, total fees are allocated to each of the undelivered elements based upon vendor specific objective evidence (“VSOE”) of their fair values, with the residual amount recognized as revenue for the delivered elements, using the residual method set forth in ASC 985. Revenue from customer maintenance support agreements is deferred and recognized ratably over the term of the agreements, typically one year. Revenue from engineering, consulting and training services is recognized as those services are rendered using a proportional performance model.
	The Company follows the provisions of ASC 605, Revenue Recognition for transactions that do not involve the licensing of software or software support services as in the case of the recent sale of its patents. Revenue from the sale of patents is recorded when persuasive evidence of an arrangement exists, delivery has taken place and a fixed fee and collectability has been determined. These conditions are no different from those when the Company licenses software. For multiple element arrangements, however, under ASC 605, total fees are allocated to each of the elements based upon the relative selling price method. Under that method the allocation of fees to the undelivered elements is based on VSOE, or if it doesn’t exist, then based on third party evidence of selling price. If neither exists, then the allocation is based on management’s best estimate of the selling price.
	PATENT COSTS
	Costs related to patent applications are capitalized as incurred and are amortized once the patent application is accepted or are expensed if the application is finally rejected. Patent costs are amortized over their estimated economic lives under the straight-line method, and are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through the estimated undiscounted future cash flows from the use of the associated patent. Capitalized patent costs totaled approximately $6,000 and $19,000 for the years ending May 31, 2014 and 2013, respectively.
	ACCOUNTING FOR GOODWILL
	The Company accounts for goodwill pursuant to ASC 350, Intangibles – Goodwill and Other. This requires that goodwill be reviewed annually, or more frequently as a result of an event or change in circumstances, for possible impairment with impaired assets written down to fair value. Additionally, existing goodwill and intangible assets must be assessed and classified within the statement’s criteria.
	During fiscal year 2014, the Company completed the CADRA Sale as described above. The Company attributed a portion of its total goodwill to the CADRA product line and expensed it in the derivation of the gain on the sale. The portion of the total goodwill apportioned to the CADRA product line was equal to the estimated market value of the CADRA product line as compared to the total market value of the Company.
	As of May 31, 2014, the Company conducted its annual impairment test of goodwill by comparing the fair value of the reporting unit to the carrying amount of the underlying assets and liabilities of its single reporting unit. The Company determined that the fair value of the reporting unit exceeded the carrying amount of the assets and liabilities, therefore no impairment existed as of the testing date.
	LONG-LIVED ASSETS
	The Company periodically reviews the carrying value of all intangible and other long-lived assets. If indicators of impairment exist, the Company compares the undiscounted cash flows estimated to be generated by those assets over their estimated economic life to the related carrying value of those assets to determine if the assets are impaired. If the carrying value of the asset is greater than the estimated undiscounted cash flows, the carrying value of the assets would be decreased to their fair value through a charge to operations. As of May 31, 2014, the Company does not have any long-lived assets it considers to be impaired.
	FINANCIAL INSTRUMENTS
	The Company’s financial instruments consist of cash, restricted cash, accounts receivable, Holdback Payment, Earn-Out Payments, notes receivable, accounts payable, notes payable. The Company’s estimate of the fair value of these financial instruments approximates their carrying amounts at May 31, 2014. The Company sells its products to a wide variety of customers in numerous industries. A large portion of the Company’s revenue is derived from customers with which the Company has an existing relationship and established credit history. For new customers for whom the Company does not have an established credit history, the Company performs evaluations of the customer’s credit worthiness prior to accepting an order. The Company does not require collateral or other security to support customer receivables. The Company’s allowance for uncollectible accounts was approximately $18,000 and $29,000 at May 31, 2014 and 2013, respectively.
	FAIR VALUE OF FINANCIAL INSTRUMENTS
	Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Company is required to classify certain assets based on the fair value hierarchy, which groups fair value-measured assets based upon the following levels of inputs:
	Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
	Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).
	The assets maintained by the Company that are required to be measured at fair value on a recurring basis include the Holdback Payment and Earn-Out Payments associated with the Company’s sale of the CADRA product line.
	The following table summarizes the valuation of the Company's assets and liabilities measured at fair value on a recurring basis as of May 31, 2014:
			(in thousands)
			Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	Assets:
	Holdback Payment and Earn-Out Payments	$	895	$	-	$	-	$	895
	Total assets at fair value	$	895	$	-	$	-	$	895
	The Holdback Payment and Earn-Out Payments are classified as current or non-current assets depending on their anticipated distributions to the Company.
	The table below provides a summary of the changes in fair value of the Level 3 classified Holdback Payment and Earn-Out Payments asset for the year ended May 31, 2014:
			(in thousands)
			Contingent Consideration for the Year Ended May 31, 2014
	Fair value at inception	$	922
	Payments received		-44
	Change in fair value		17
	Fair value at end of period	$	895
	The fair value of the asset at May 31, 2014 was approximately $895,000. The fair value of the Holdback Payment and the Earn-Out Payments expected to be collected in fiscal 2015 have been classified as current assets. The fair value of the payments expected to be received beyond fiscal 2015 are included in long term assets in the accompanying consolidated balance sheet. The Company has estimated the fair value of the Holdback Payment and Earn-Out Payments using a discounted cash flow approach. This valuation is based upon several factors including; i) management’s estimate of the amount and timing of future CADRA revenues, ii) the timing of receipt of payments from Mentor, and iii) a discount rate of 7%.
	A change in any of these unobservable inputs can significantly change the fair value of the asset. The change in fair value of the asset recognized in the Consolidated Statements of Operations for the year ended May 31, 2014 was approximately $17,000.
	CHANGE IN ACCOUNTING POLICY
	In our quarterly reports for the fiscal quarters ended November 30, 2013 and February 28, 2014, we accounted for the Holdback Payment and the Earn-Out Payments pursuant to ASC 450, Contingencies whereby the Company recorded a gain of approximately $155,000 through the nine months ended February 28, 2014 which included consideration of the Holdback Payment and reported Earn-Out Payments, but excluded consideration of up to $686,000 of potential future Earn-Out Payments.
During the fourth quarter of fiscal 2014, we changed our accounting policy with regard to these payments to account for the proceeds at the fair value of the consideration received in accordance with ASC 810-10-40-5. Pursuant to the new policy, the Company estimated the fair value of Holdback Payment and the Earn-Out Payments on the date of the transaction and recognized the fair value as a component of the gain on sale as of the transaction date. The Holdback Payment and Earn-Out Payments will be adjusted to fair value at each reporting period with changes in the fair value of the asset reported as a component of other income or expense, net.
Under the new accounting policy, the Company recorded a $649,000 gain on the CADRA Sale during the year ended May 31, 2014, which included the estimated fair value of the Holdback Payment and the Earn-Out Payments of $922,000 on the date of the transaction. Under the ASC 450 the reported gain would have been $197,000 for the year ended May 31, 2014, which would have included $427,000 of Holdback Payment and Earn-Out Payments, that being the amount of the Earn-Out Payments actually reported by Mentor through fiscal year end. This change in accounting policy resulted in a $0.52 decrease in loss per share for the year ended May 31, 2014. There was no impact of the change in accounting policy on previous fiscal years as the Company has not had sale transactions that included earn out agreements in the past.
The Company determined that accounting for the Holdback Payment and the Earn-Out Payments at fair value resulted in a more complete and accurate reflection of the economic value associated with the sale of the CADRA business. The Company considered, among other things, the following facts and circumstances related to the Holdback Payment and the Earn-Out Payments in the decision to change its accounting policy:
·         The Holdback Payment and the Earn-Out Payments were earned upon completion of the CADRA Sale; the Company had no further obligation to perform any services to be entitled to receive them;
·         The Earn-Out Payments cannot exceed $750,000 and are based on a percentage of revenue, a predictable measure of performance;
·         The Company’s continued involvement as a distributor of the CADRA technology throughout most of Europe affords us significant insight into Mentor’s product plans, pricing, upgrade release schedule, continued investment and ongoing strategy with regard to the technology;
·         Mentor’s obligation to report the CADRA revenue on a quarterly basis aids in our understanding of their progress against previously prepared forecasts and historical revenue trends; and
·         The majority of the CADRA revenue is composed of recurring annual maintenance contracts with a high renewal rate from long-time users of the technology. As such, the revenue over the term of the Earn-Out Agreement is predictable.
The Company concluded that deferring the recognition of the Earn-Out Payments until reported by Mentor under ASC 450 did not accurately and completely reflect the economic value of the sale of the CADRA business that was completed during fiscal year 2014. ASC 810-10-40-5 supports recognizing the fair value of contingent consideration upon the deconsolidation of a subsidiary and the Company believes that electing the accounting policy more accurately and completely depicts the results of operations for the fiscal year ended May 31, 2014 and the financial position as of that date and is therefore preferable.
FOREIGN CURRENCY TRANSLATION
The functional currency of the Company’s foreign operations (Germany, and Italy) is the Euro. As a result, assets and liabilities are translated at period-end exchange rates and revenues and expenses are translated at the average exchange rates. Adjustments resulting from translation of such financial statements are classified in accumulated other comprehensive income (loss). Foreign currency gains and losses arising from transactions were included in operations in fiscal year 2014 and 2013. In fiscal year 2014 and 2013, the Company recorded a net gain from foreign currency related transactions of approximately $(33,000) and $(7,000), respectively, to Other income, net in the Consolidated Statements of Operations.
COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is a more inclusive reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). To date, the Company’s comprehensive income items include only foreign translation adjustments. Comprehensive income (loss) has been included in the Consolidated Statements of Comprehensive Income (Loss) for all periods.
NET INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per share are computed by dividing the net income (loss) by the weighted-average number of common shares outstanding. Diluted net income per share is computed by dividing net income by the weighted-average number of common and equivalent dilutive common shares outstanding. For periods in which losses are reported potentially dilutive common stock equivalents are excluded from the calculation of diluted loss per share because the effect is anti-dilutive.
The following table details the derivation of weighted average shares outstanding used in the calculation of basic and diluted net income (loss) for each period:
		(Amounts in thousands, except share amounts)
		Years Ended
		May 31,		May 31,
		2014		2013
Net income (loss) available to common shareholders	$	-748	$	360
Weighted average number of common shares outstanding used in calculating basic earnings per share		876,860		1,018,709
Weighted average number of common shares outstanding used in calculating diluted earnings per share		876,860		1,019,812
For the fiscal year ending May 31, 2014, 129,500 options to purchase common shares were anti-dilutive and were excluded from the above calculation.
STOCK-BASED COMPENSATION
Stock-based compensation expense for all stock-based payment awards made to employees and directors is measured based on the grant-date fair value of the award. The Company estimated the fair value of each share-based award using the Black-Scholes option valuation model. The Black-Scholes option valuation model incorporates assumptions as to stock price volatility, the expected life of options, a risk-free interest rate and dividend yield. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award.
In May 2011, the 2011 Equity Incentive Plan (the “2011 Plan”) was approved by the Company’s shareholders, pursuant to which 150,000 shares of our common shares are reserved for issuance. Any shares subject to any award under the 2011 Plan that expires, is terminated unexercised or is forfeited will be available for awards under the 2011 Plan. The Company may grant stock options, restricted stock, restricted stock units, stock equivalents and awards of shares of common stock that are not subject to restrictions or forfeiture under the 2011 Plan. As of May 31, 2014, 129,500 options were awarded.
The following table summarizes option activity under the 1994 and the 2011 Stock Option Plan:
		Number of Options		Weighted Average Exercise Price Per Share		Weighted-Average Remaining Life (in years)		Aggregate Intrinsic Value
Outstanding options at May 31, 2012		10,000		2.4		9.02		-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding options at May 31, 2013		10,000		2.4		8.02		-
Granted		124,500		1.84		10		-
Exercised		-		-		-		-
Forfeited or expired		-5,000		1.11		-		-
Outstanding options at May 31, 2014		129,500	$	1.88		9.74	$	20,825
Exercisable at May 31, 2014		10,493	$	2.17		8.49	$	868
The Company determined the volatility for options granted during the fiscal year ended May 31, 2014 and 2013 using the historical volatility of the Company’s common stock. The expected life of options has been determined utilizing the “simplified” method as prescribed in ASC 718 Compensation, Stock Compensation. The expected life represents an estimate of the time options are expected to remain outstanding. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero.
For the years ended May 31, 2014 and 2013, the Company expensed approximately $15,000 and $8,000, respectively, of stock-based compensation. The Company had approximately $207,000 of unrecorded stock-based compensation as of May 31, 2014 which will be recognized as expense over the next 2.6 years.
The weighted-average fair value of each option granted in the fiscal year ended May 31, 2014 is estimated as $1.73 on the date of grant using the Black-Scholes model with the following weighted average assumptions:
Expected life	5.52-5.77 years
Assumed annual dividend growth rate	0%
Expected volatility	155%
Risk free interest rate	1.46-1.96%
The weighted-average fair value of each option granted in the fiscal year ended May 31, 2013 is estimated as $3.32 on the date of grant using the Black-Scholes model with the following weighted average assumptions:
Expected life	5.77 years
Assumed annual dividend growth rate	0%
Expected volatility	188%
Risk free interest rate	0.95%
REDEEMABLE COMMON STOCK
During the year ending May 31, 2013, the Company issued 50,000 shares of common stock, $0.10 par value (the “Common Stock”) at a purchase price of $5.00 per share to accredited investors (collectively, the “Investors”) in separate private placement transactions for total proceeds of $250,000. These transactions were completed pursuant to a Securities Purchase Agreement (the “Agreement”) which the Company entered into with each of the respective Investors. In lieu of registration rights, each $25,000 investment entitled the Investors to a fee of $6,000 (the “Fee”) to be paid in six equal quarterly installments during the eighteen month period (the “Payment Period”) following the investment. The Agreement also provided the Investors with the right to require the Company to redeem the Common Stock held by such Investors (the “Put Option”) for $5.50 per share in cash for a 30 day period following the Payment Period.
The Company first assessed the redeemable Common Stock to determine if the instrument should be accounted for as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. In that the Put Option is optionally redeemable by the holder, the Common Stock was not required to be accounted for as a liability. Next, the Company assessed the Put Option within the redeemable Common Stock as a potential embedded derivative pursuant to the provisions of ASC 815, Derivatives and Hedging, and concluded that the Put Option did not meet the net settlement criteria within the definition of a derivative. Therefore, the Company has accounted for the Common Stock issued pursuant to the Agreement in accordance with ASC 480-10-S99-3A, Classification and Measurement of Redeemable Securities, which provides that securities that are optionally redeemable by the holder for cash or other assets are classified outside of permanent equity in temporary equity. The 50,000 shares of Common Stock issued pursuant to the Agreement were recorded as redeemable common stock at an initial carrying value of $163,000. This amount is equal to the gross proceeds of $250,000, less $27,000 in issuance costs related to legal fees and the $60,000 related to the total Fee due to each of the Investors, which has been included in other liabilities. The Company elected to record the Common Stock at its redemption value of $275,000 immediately and accordingly recorded accretion of $112,000 to additional paid in capital during fiscal year 2013.
Subsequent to fiscal year end, each of the Investors exercised their Put Option and the Shares were repurchased by the Company at the agreed upon Put Option price of $5.50 per share for a total of $275,000.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, (Topic 606). The ASU is the result of a joint project by the FASB and the International Accounting Standards Board (“IASB”) to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards (“IFRS”) that would: remove inconsistencies and weaknesses, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices across entities, jurisdictions, industries, and capital markets, improve disclosure requirements and resulting financial statements, and simplify the presentation of financial statements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2016. Early application is not permitted. The Company is currently assessing the impact of this guidance.

INCOME_TAXES

INCOME TAXES	12 Months Ended
	31-May-14
INCOME TAXES	'
INCOME TAXES	'
	C. INCOME TAXES
	The provision for income taxes includes the following for the years ended May 31 (in thousands):
			2014		2013
	Federal	$	-	$	-
	Foreign		-		13
	State and local		2		2
	Total current provision		2		15
	Deferred provision		268		148
	Valuation allowance		-268		-148
	Total deferred provision		-		-
	Total provision	$	2	$	15
	The domestic and foreign components of income (loss) before income taxes were as follows for the years ended May 31 (in thousands):
			2014		2013
	Domestic	$	-562	$	343
	Foreign		-184		32
		$	-746	$	375
	At May 31, 2014, the Company had Federal net operating loss carryforwards of $20 million that begin expiring in 2022, and are available to reduce future taxable income. The utilization of the remaining net operating loss carryforwards may be subject to limitation based on past and future changes in ownership of the Company pursuant to Internal Revenue Code Section 382. The Company also has an alternative minimum tax credit of approximately $200,000 that has no expiration date that was available as of May 31, 2014.
	The Company’s effective income tax rates can be reconciled to the federal and state statutory income tax rate for the years ended May 31 as follows:
			2014		2013
	Federal statutory rate		34%		34%
	State		-		-
	Foreign		-		1
	Permanent items		-		-
	Valuation reserve		-34		-34
	Effective tax rate		-		1%
	Deferred tax assets (liabilities) were comprised of the following at May 31 (in thousands):
			2014		2013
	Deferred tax assets
	Net operating loss carryforwards	$	7,271	$	7,190
	Tax credit carryforwards		254		254
	Receivables allowances		7		11
	Vacation pay accrual		9		10
	Other accruals		-		-
	Depreciation		37		35
	Differences in book and tax basis of assets of acquired businesses		-859		-1,050
	Total gross deferred tax assets		6,719		6,450
	Valuation allowance		-6,719		-6,450
	Net deferred tax asset	$	-	$	-
	Due to the uncertainties regarding the realization of certain favorable tax attributes in future tax returns, the Company has established a valuation reserve against the otherwise recognizable net deferred tax assets.

EMPLOYEE_RETIREMENT_PLANS

EMPLOYEE RETIREMENT PLANS	12 Months Ended
	31-May-14
EMPLOYEE RETIREMENT PLANS:	'
EMPLOYEE RETIREMENT PLANS	'
	D. EMPLOYEE RETIREMENT PLANS
	The Company has an Internal Revenue Code Section 401(k) plan covering substantially all U.S. based employees and offers an employer match of a portion of an employee’s voluntary contributions. The aggregate expense related to this employer match for fiscal years 2014 and 2013 was approximately $51,000 and $46,000, respectively.

Segment_Information

Segment Information	12 Months Ended
	31-May-14
Segment Information	'
Segment Information	'
	E. SEGMENT INFORMATION
	The Company operates in one reportable segment and is engaged in the development, marketing, distribution and support of computer aided design and product data management and collaboration computer solutions. The Company’s operations are organized geographically with offices in the U.S. and foreign offices in Germany and Italy. Components of revenue and long-lived assets (consisting primarily of intangible assets, capitalized software and property, plant and equipment) by geographic location, are as follows (in thousands):
			Years Ended
	Revenue:		31-May-14		31-May-13
	North America	$	3,593	$	4,596
	Asia		493		603
	Europe		1,557		1,771
	Eliminations		-634		-612
	Consolidated Total	$	5,009	$	6,358
	Long-Lived Assets:		As of May 31, 2014		As of May 31, 2013
	North America	$	1,916	$	5,119
	Europe		43		113
	Consolidated Total	$	1,959	$	5,232

DEBT

DEBT	12 Months Ended
	31-May-14
DEBT	'
DEBT	'
	F. DEBT
	PRIDES CROSSING CAPITAL
	On May 10, 2013, the Company entered into a loan agreement (the “Loan Agreement”) with Prides Crossing Capital, L.P. and Prides Crossing Capital-A, L.P., (“Lenders”). The Loan Agreement provided for a $2.7 million, three-year term loan (the “Loan”) with interest only payments until October 1, 2014.
	On July 9, 2013, the Loan Agreement was amended (the “Amended Loan Agreement No. 1”) to allow the Company to repurchase 170,000 of its shares from Greenleaf (as described in Note J) and to increase the maximum ratio of indebtedness to EBITDA from 2.25:1 to 2.60:1 for the quarters ended May 31, 2013, August 31, 2013 and November 30, 2013. In consideration for entering into the Amended Loan Agreement No. 1, the Company issued the Lenders warrants to purchase 25,000 shares of common stock at an exercise price of $1.00 per share. The warrants were to vest monthly over three years, with accelerated vesting under certain circumstances including if the Loan was repaid prior to maturity, and terminate if not exercised on or before July 9, 2020.
	Upon issuance, the warrants did not meet the requirements for equity classification, because such warrants provide a cash-out election allowing the holder to a one time right to require the Company to repurchase all or a portion of the warrants. Therefore these warrants were required to be accounted for as a liability. Changes in fair value are recognized as either a gain or loss in the consolidated statement of operations under the caption “Other income, net.”
	The Company determined the fair value of the warrants using the Black-Scholes valuation model. The grant date fair value of the warrants of approximately $51,000 was recorded as a liability, with a corresponding discount recorded on the debt. The debt discount is being accreted through the remaining term of the Loan Agreement using the effective interest rate method.
	On December 5, 2013, the Company entered into the Amended Loan Agreement No. 2 between the Company, as borrower and Prides Crossing Capital Funding, L.P., as the Lender whereby the parties agreed to amend and restate the Company’s existing $2.7 million Loan Agreement following the CADRA Sale. The Lender was the successor to Prides Crossing Capital, L.P. and Prides Crossing Capital-A, L.P., the Lenders under the Loan Agreement. Under the terms of the Amended Loan Agreement No. 2, the Company agreed to pay down the principal of the Loan from $2.7 million to $1.0 million using a portion of the proceeds from the CADRA Sale. In addition, the Company paid a pre-payment penalty of $81,000 and agreed to repurchase the outstanding warrants to purchase 25,000 shares of common stock at an exercise price of $1.00 per share in exchange for $19,000.
	The amended and restated Term Note matures on January 1, 2015 and bears an interest rate of 14% payable in arrears on a monthly basis throughout the life of the loan commencing on January 1, 2014. The Term Note may be repaid in full at any time but partial voluntary pre-payments are not allowed. If a pre-payment is made on or prior to September 30, 2014, the Company shall pay a yield maintenance fee equal to the interest that would have accrued under the Term Note from the date of pre-payment through September 30, 2014. No yield maintenance fee is due for a pre-payment made subsequent to September 30, 2014.
	The Company agreed to secure all of its obligations under the Term Note by granting the Lender a first priority security interest in all of the Company’s assets, including the Company’s intellectual property and pledges of (i) one hundred percent (100%) of the Company’s equity interests in its domestic subsidiaries and (ii) sixty-five percent (65%) of the Company’s equity interests in its foreign subsidiaries. In connection with the grant of the security interest in favor of the Lender in the Company’s intellectual property, the Company has entered into an intellectual property security agreement with the Lender and entered into a source code escrow agreement with the Lender and an independent third party. In addition, the Company’s Chief Executive Officer has provided the Lender with a personal guaranty of up to $500,000 secured by his equity interests in the Company.
	The Term Note contains customary representations, warranties and covenants, including covenants by the Company limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes in its business. In addition, the Term Note contains financial covenants by the Company that establish (i) a month-end minimum consolidated cash balance of $1.0 million of which no less than $750,000 must be held in the Company’s main operating account that is subject to a deposit account control agreement; (ii) a minimum of $750,000 of consolidated cash at all times; (iii) a quick ratio covenant, which provides that on the last day of each fiscal quarter the ratio of the Company’s cash plus accounts receivable divided by accounts payable plus accrued expenses shall not be less than 2.7:1; and (iv) a covenant that provides that the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for Q3 and Q4 of fiscal 2014 shall not exceed a loss of $200,000 for each of those fiscal quarters and shall be greater than positive EBITDA of $100,000 for each subsequent fiscal quarter. The Term Note also imposes limits on capital expenditures for each fiscal year during the term of the Term Note. The Company, the Lender and First Republic Bank entered into a deposit account control agreement pursuant to which the Lender will perfect its security interest in the assets held in the Company’s main operating account at First Republic Bank.
	The Term Note provides for events of default customary for credit facilities of this type, including but not limited to non-payment, defaults on other debt, misrepresentation, breach of covenants, representations and warranties, insolvency and bankruptcy. Upon an event of default relating to insolvency, bankruptcy or receivership, the amounts outstanding under the Term Note will become immediately due and payable and the Lender commitment will be automatically terminated. Upon the occurrence and continuation of any other event of default, the Lender may accelerate payment of all obligations and terminate the Lender’s commitments under the Term Note

LEASE_COMMITMENTS

LEASE COMMITMENTS	12 Months Ended
	31-May-14
LEASE COMMITMENTS	'
LEASE COMMITMENTS	'
	G. LEASE COMMITMENTS
	OPERATING LEASES
	The Company conducts its operations in office facilities leased through December 2018. Rental expense for fiscal years 2014 and 2013 was approximately $181,000 and $194,000, respectively. The Company has the option to terminate the lease in March 2017 by paying a termination fee of approximately $77,000.
	At May 31, 2014, minimum annual rental commitments under noncancellable leases were as follows (in thousands):
	Fiscal Year ending May 31:
	2015	$	133
	2016		133
	2017		110
	Total future minimum lease commitments		376
	CAPITAL LEASES
	In fiscal years 2010, 2013 and 2014, the Company acquired capital equipment through a capital lease agreements with financial institutions for a terms of 50 and 60 months, with a $1 purchase option. The assets are amortized over the life of the related lease and amortization of the assets is included in depreciation expense for fiscal year 2014 and 2013. Minimum annual future lease payments under the capital lease as of May 31, 2014 are as follows (in thousands):
	2015	$	23
	2016		23
	2017		23
	2018		13
	2019		5
	Minimum lease payment		87
	Amount representing interest		-21
	Present value of minimum lease payments	$	66
	Current	$	19
	Long Term	$	47

Note_Receivable

Note Receivable	12 Months Ended
	31-May-14
Receivables, Loans, Notes Receivable, and Others:	'
Note Receivable	'
	H. NOTE RECEIVABLE
	Joseph Mullaney, the Company’s CEO, was extended a non-interest bearing note in the amount of $134,000 related to a stock transaction in May 1998. The note is partially secured by the Company stock acquired in that transaction. The Company has accounted for the note as a fixed arrangement.

RIGHTS_AGREEMENT

RIGHTS AGREEMENT	12 Months Ended
	31-May-14
Rights Agreement:	'
RIGHTS AGREEMENT	'
	I. RIGHTS AGREEMENT
	On February 3, 2012, the Company entered into a Rights Agreement with Registrar and Transfer Company, as Rights Agent, dated as of February 3, 2012 (the “Rights Agreement”). By adopting the Rights Agreement, the Board of Directors was seeking to protect the Company’s ability to carry forward its net operating losses and certain other tax attributes (collectively, “NOLs”). The Company has experienced and may continue to experience substantial operating losses, and for federal and state income tax purposes, the Company may “carry forward” net operating losses in certain circumstances to offset current and future taxable income, which will reduce federal and state income tax liability, subject to certain requirements and restrictions. These NOLs are a valuable asset of the Company, which may inure to the benefit of the Company and its shareholders. However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code (the “Code”), its ability to use the NOLs could be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could significantly impair the value of the Company’s NOL asset. Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more “five percent stockholders” increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last “ownership change” experienced by the Company. An NOL rights agreement like the Rights Agreement with a 4.99% “trigger” threshold is intended to act as a deterrent to any person acquiring 4.99% or more of the outstanding shares of common stock without the approval of the Board of Directors. This would protect the Company’s NOL asset because changes in ownership by a person owning less than 4.99% of the common stock are not included in the calculation of “ownership change” for purposes of Section 382 of the Code.
	In connection with the Rights Agreement, the Board of Directors of the Company declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $0.10 per share, of the Company. The dividend was issued on February 15, 2012 to the stockholders of record on February 15, 2012. Each Right entitles the registered holder to purchase from the Company one share of common stock in certain circumstances at a price of $5.00 per share of common stock, subject to adjustment.
	In the event that a person or group of affiliated or associated persons becomes an Acquiring Person, as defined in the Rights Agreement, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of common stock having a market value of two times the purchase price of the Right.

Stock_Purchase_Agreement

Stock Purchase Agreement	12 Months Ended
	31-May-14
Stock Purchase Agreement	'
Stock Purchase Agreement Text Block	'
	J. STOCK PURCHASE AGREEMENT
	In June 2013, the Company purchased 170,000 shares of common stock from Greenleaf, The Ronda E. Stryker and William D. Johnston Foundation, and The L. Lee Stryker 1974 Irrevocable Trust fbo Ronda E. Stryker, for a purchase price of $62,900 or $0.37 per share as detailed in Note K to the consolidated financial statements as of May 31, 2013. The agreement provides an option for the Company to either make an offer to purchase the remaining 101,411 shares held by Greenleaf at $0.37 per share or to provide Greenleaf with registration rights with respect to the remaining shares as set forth in the Registration Rights Agreement dated March 8, 2011. Greenleaf is under no obligation to accept the Company’s offer to purchase the remaining shares on the terms set forth above, however, if the offer is made by the Company and rejected, the Company will no longer be obligated to provide Greenleaf with registration rights with respect to the remaining shares. As part of the agreement, Greenleaf agreed not to sell or transfer the shares for a one year period from the transaction date. On August 8, 2014 the Company repurchased Greenleaf’s remaining 101,411 shares at $0.37 per share for a total of approximately $38,000.

Sale_of_Patents

Sale of Patents	12 Months Ended
	31-May-14
Sale of Patents	'
Sale of Patents	'
	K. SALE OF PATENTS
	In June 2012, the Company sold to an unrelated third party (the “Buyer”) its rights, title and interests in three of its U.S. patents (the “Patents”) all entitled Method and System for Design and Drafting in exchange for a non-refundable, initial royalty payment of $200,000 (the “Initial Payment”). These Patents were derived from the Company’s development work related to the Company’s CADRA product line and the inventions are a key, time saving feature within that technology offering. The Company received a limited, non-exclusive, royalty-free license under the Patents to make, use, offer to sell, or sell the Company’s products or services.
	In September 2012, the agreement was amended to include two other U.S. patents (“Additional Patents”) both entitled Product Development System and Method Using Integrated Process and Data Management. These Additional Patents were derived from the development work related to the Company’s ProductCenter product line and are a core and essential capability within that product offering. The Company received a limited, non-exclusive, royalty-free license under the Additional Patents to make, use, offer to sell or sell the Company’s products or services. As a result of the amendment, the Initial Payment was increased by $100,000.
	The agreement gives the Buyer complete control over what, if any, actions shall be taken in the future to monetize the Patents and the Additional Patents through licensing, sale, enforcement or other means. In the event whereby monies are derived from the Patents and the Additional Patents, the Company is due 30% of the net proceeds (the “Net Proceeds”), as defined in the agreement. The Initial Payment shall be reimbursable from Net Proceeds to the extent any are due. There can be no assurance that the Company will derive any additional monies from the agreement, however.
	The sale of the Patents and Additional Patents is a multiple element arrangement as defined under ASC 605 and, as such, the Company allocated the Initial Payment between the sale of the Patents and Additional Patents that were delivered during the fiscal quarter and support services that were undelivered. Support services include being available to the Buyer to assist them should they require such assistance in licensing or pursuing other means of monetizing the Patents and Additional Patents to third parties. The allocation of the Initial Payment to the patent and support services elements was based on management’s best estimate of the selling price of each element. The Initial Payment was allocated as follows: Patents - $290,000; and Support Services - $10,000. Additional monies due the Company in the form of royalties from its 30% share of Net Proceeds will be recorded in the quarterly period in which the Buyer notifies the Company such payments are due. Such notification and payment, if any, are due thirty calendar days after the end of each calendar quarter. The revenue allocated to support services was recognized during the fiscal year ended 2014 as all services had been performed.
	The Company retained its U.S. patent applications that it acquired or filed since the Recapitalization Transaction in March 2011. These patent applications were not included in the above described agreement. The Company expects to be actively engaged with the U.S. Patent and Trademark Office for the foreseeable future with regard to those filings.

CADRA_Sale

CADRA Sale	12 Months Ended
	31-May-14
CADRA Sale:	'
CADRA Sale	'
	L. CADRA SALE
	On October 18, 2013, the Company sold substantially all of the assets of its CADRA product line, including all intellectual property related to that technology but specifically excluded cash, billed accounts receivable and liabilities other than the deferred maintenance liability associated with CADRA customer maintenance contracts for support services, to Mentor, pursuant to an Asset Purchase Agreement dated August 30, 2013. The aggregate consideration for the CADRA Sale is up to $3.95 million, which is comprised of (i) $2.88 million of which was paid on the closing date; (ii) $320,000 (representing a 10% holdback) of which will be paid on the one year anniversary of the closing date (subject to any indemnification claims), and (ii) Earn-Out Payments of up to an aggregate $750,000 over the three-year period subsequent to the closing date, based on 10% of the net revenue generated by the CADRA business , subject to the terms of the Earn-Out Agreement dated August 30, 2013.
	The Company will continue to sell and support the CADRA technology throughout Europe (except Germany) and, for a one year period from the closing, will retain the rights to sell and support the technology to the largest U.S. CADRA user, Sikorsky Aircraft.
	The transaction generated a gain during fiscal year 2014 which was composed of the following (000’s):
	Proceeds from the sale of the CADRA technology	$	2,880
	Fair value of the Holdback Payment and the Earn-Out Payments		922
	Liabilities assumed by Mentor related to deferred maintenance obligations		607
	Professional fees and other expenses related to the transaction		-448
	Goodwill allocated to the CADRA product line		-3,305
	Net book value of equipment transferred in the sale		-7
	Gain on sale of CADRA product line	$	649

Subsequent_Events

Subsequent Events	12 Months Ended
	31-May-14
Subsequent Events	'
Subsequent Events	'
	M. SUBSEQUENT EVENTS
	The Company has evaluated all events and transactions that occurred after the balance sheet and through the date that the financial statements were available to be issued.
	On June 20, 2014, the Company entered into three agreements: a securities purchase agreement (the “Share Purchase Agreement”) with Mr. Joseph P. Daly, an existing SofTech shareholder; a promissory note agreement (the “Note”) with EssigPR, Inc. (“EssigPR”), a Puerto Rico corporation; and a partnership agreement (the “Partnership Agreement”) with Essig Research, Inc. (“Essig”), a corporation based in Cincinnati, Ohio. EssigPR and Essig are owned by the aforementioned Mr. Daly. Each of the agreements between the parties is briefly described below.
	Under the Share Purchase Agreement dated June 20, 2014, Mr. Daly, Essig’s CEO and owner, purchased 110,000 shares of SofTech common stock, par value $0.10 per share for $550,000, in a direct private placement. Mr. Daly shall have the right to require the Company to repurchase some or all of the shares at $7.00 per share during the ninety (90) day period immediately following the three-year anniversary of the purchase date.
	The Note is a three (3) year borrowing arrangement with EssigPR as the lender. The promissory note is a $750,000 term loan maturing on April 1, 2017, that accrues interest at a 9.5% interest rate, paid quarterly in arrears. The principal on the Note will be paid from the deferred payments (Holdback Payment and Earn-Out Payments) due over the next three years from Mentor in connection with their purchase of the CADRA product line as described herein. The Company is responsible for ensuring that the Mentor deferred payments are sufficient for paying down the Note or, on April 1, 2017, making up for any shortfall. Mentor deferred payments in excess of amounts due under the Note revert to the Company.
	On October 1, 2014, the Company entered into an additional short term borrowing arrangement with EssigPR (“Short Term Note”) whereby it was agreed that the Company would retain $300,000 of the Holdback Payment due from Mentor in October 2014 rather than utilize those monies to pay down the above described Note. The interest rate on the Short Term Note is 9.5%, payable quarterly in arrears. The Short Term Note can be repaid at any time without penalty and is due in full on April 10, 2015. EssigPR was awarded 5,000 stock options to purchase SofTech common stock at $1.00 per share. The stock options will expire on October 1, 2024 if not exercised.
	The Partnership Agreement is an arrangement whereby the Company and Essig have agreed to work together to market and deliver Essig’s professional services capabilities to the SofTech customer base. In addition, the Company has agreed to provide office space for up to fifteen (15) Essig employees or contractors at no charge at its facility in Massachusetts. The Partnership Agreement expires on April 1, 2017.
	In June 2014, each of the Investors in the fiscal year 2013 Redeemable Common Stock arrangement described in Note B. above exercised their Put Option. The Company repurchased those 50,000 shares in exchange for $275,000 in accordance with the terms of those Stock Purchase Agreements.
	On August 8, 2014, the Company purchased 101,411 shares of its common stock from Greenleaf in exchange for $37,522, or $0.37 per share.
	In three transactions in late September 2014, the Company raised proceeds of $250,000 from the issuance of an aggregate of 50,000 shares of the Company’s common stock, par value $0.10 per share, at $5.00 per share to accredited investors in separate private placement transactions.
	These transactions were completed pursuant to Securities Purchase Agreements which the Company entered into with each of the investors as described in the table below.
	The material terms of the Securities Purchase Agreements are summarized below.
	·          Number of Shares Sold: An aggregate of 50,000 shares of the Company’s common stock, par value $0.10 per share;
	·          Purchase Price Per Share: The shares were sold to investors at a purchase price of $5.00 per share in lots of 10,000 shares;
	·          Type of Offering: Direct private placement to accredited investors; no registration rights; no third party placement fees;
	·          Fees: In lieu of registration rights and Company costs savings related to direct negotiation with accredited investors, each $50,000 investment entitles the investor to a fee of $5,000 to be paid in eight equal quarterly installments during the twenty-four month period following the investment; and
	·          Purchase Put Right: Each share purchased shall also give the investors the right to require the Company to repurchase the shares at $7.00 for the 30 day period following the twenty-four month anniversary of the investment.
	The Company does not believe that the issuance of such shares will restrict the Company’s ability to utilize its net operating losses. Accordingly, the Board of Directors of the Company approved in advance the purchase of the shares in these transactions as “Exempt Transactions” as defined in Section 1(o) of the Company’s Rights Agreement, dated February 3, 2012, between the Company and the Registrar and Transfer Company.
	Name of Accredited Investor	Date of Securities Purchase Agreement	Amount of Investment in Transaction ($/# of Shares Purchased)
	Robert Anthonyson	18-Sep-14	$100,000 / 20,000 shares
	Glenn W. Dillon	22-Sep-14	$100,000 / 20,000 shares
	Thomas Doherty	22-Sep-14	$50,000 / 10,000 shares
	Mr. Anthonyson is the Vice President and is member of the Board of Directors of the Company. He owned 129,838 shares of common stock prior to the above described transaction.
	The offer and sale of securities in the private placements described above were made to “accredited investors” (as defined in Rule 501(a) under the Securities Act) in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 thereunder.

ACCOUNTING_POLICIES_Policies

ACCOUNTING POLICIES (Policies)	12 Months Ended
	31-May-14
ACCOUNTING POLICIES	'
USE OF ESTIMATES	'
	USE OF ESTIMATES
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates included in the financial statements pertain to revenue recognition, the allowance for doubtful accounts receivable, the fair value estimate of the Holdback Payment and Earn-Out Payments due from Mentor related to the sale of the CADRA business and the valuation of long term assets including goodwill, capitalized patent costs, capitalized software development costs and deferred tax assets. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS, Policy	'
	CASH AND CASH EQUIVALENTS
	The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash at certain financial institutions in amounts that at times, exceed Federal Deposit Insurance Corporation limits. Cash held in foreign bank accounts at May 31, 2014 totaled approximately $182,000. The Company does not believe it is exposed to significant credit risk related to cash and cash equivalents.
CONCENTRATION OF CREDIT RISK, Policy	'
	CONCENTRATION OF CREDIT RISK
	The Company believes that the loss of one or more of our largest customers could have a material adverse effect on the business. During fiscal years 2014 and 2013, no customer exceeded ten percent of revenue. The Company generally does not require collateral on credit sales. Management evaluates the creditworthiness of customers prior to delivery of products and services and provides allowances at levels estimated to be adequate to cover any potentially uncollectible accounts. Bad debts are written off against the allowance when identified. The changes in the accounts receivable reserve are as follows (in thousands):
	For the Years Ended May 31,		Balance, Beginning of Period		Charged to Costs and Expenses		Bad Debt Write-offs		Balance, End of Period
	2013	$	29	$	-	$	-	$	29
	2014	$	29	$	44	$	55	$	18
PROPERTY AND EQUIPMENT, Policy	'
	PROPERTY AND EQUIPMENT
	Property and equipment is stated at cost. The Company provides for depreciation on a straight-line basis over the following estimated useful lives:
	Data Processing Equipment		2-5 years
	Office furniture		5-10 years
	Automobiles		4-6 years
	Depreciation expense, including amortization of assets under capital lease, was approximately $37,000 and $35,000, for fiscal years 2014 and 2013, respectively.
	Maintenance and repairs are charged to expense as incurred; betterments are capitalized. At the time property and equipment are retired, sold, or otherwise disposed of, the related costs and accumulated depreciation are removed from the accounts. Any resulting gain or loss on disposal is credited or charged to income.
SOFTWARE DEVELOPMENT COSTS	'
	SOFTWARE DEVELOPMENT COSTS
	The Company accounts for its software development costs in accordance with Accounting Standards Codification (“ASC”) 985, Costs of Computer Software to Be Sold, Leased or Marketed. Costs that are incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software development costs are capitalized until the product is available for general release to customers. Such costs are amortized using the straight-line method over the estimated economic life of the product, generally three years. The Company evaluates the realizability of the assets and the related periods of amortization on a regular basis. Judgment is required in determining when technological feasibility of a product is established as well as its economic life.
	During fiscal years 2014 and 2013, the Company capitalized approximately $57,000 and $276,000, respectively, of software development costs. Amortization expense related to capitalized software development costs for fiscal years 2014 and 2013 was approximately $114,000 and $73,000, respectively.
DEBT ISSUANCE COSTS POLICY	'
	DEBT ISSUANCE COSTS
	The Company capitalizes the direct costs associated with entering into debt agreements and amortizes those costs over the life of the debt agreement. In May 2013, the Company entered into the Loan Agreement as detailed in Note F. Total direct costs incurred in establishing this debt agreement were approximately $255,000 which are being amortized over the term of the arrangement in accordance with ASC 470-50. During the fiscal year ending 2014, the Company capitalized approximately $31,000 of debt issuance costs related to the Loan Agreement. Unamortized debt issuance costs related to the prior credit facility totaled approximately $108,000 and were expensed in Q4 of fiscal 2013. Amortization expense related to debt issuance costs for fiscal years 2014 and 2013 was approximately $143,000 and $225,000, respectively.
	Amended Loan Agreement No. 2 described in Note F hereunder was a modification per ASC 470-50, Debt Modifications and Extinguishment, therefore the direct costs totaling approximately $120,000 incurred in completing the modification were expensed.
INCOME TAXES Policy	'
	INCOME TAXES
	The provision for income taxes is based on the earnings or losses reported in the consolidated financial statements. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company provides a valuation allowance against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized.
	The Company recognizes the tax benefit from an uncertain tax position only if it more-likely-than-not that the tax position will be sustained upon examination by taxing authorities, based on technical merits of the tax position. The evaluation of an uncertain tax position is based on factors that include, but are not limited to, changes in the tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, and changes in facts or circumstances related to a tax position. Any changes to these estimates, based on the actual results obtained and/or a change in assumptions, could impact the Company’s tax provision in future periods. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes. In accordance with the applicable statute of limitations, the Company’s tax returns could be audited by the Internal Revenue Service and various states for the fiscal years ended 2011 to 2013.
REVENUE RECOGNITION	'
	REVENUE RECOGNITION
	The Company follows the provisions of ASC 985, Software, for transactions involving the licensing of software and software support services. Revenue from software license sales is recognized when persuasive evidence of an arrangement exists, delivery of the product has been made, and a fixed fee and collectability has been determined. The Company does not provide for a right of return. For multiple element arrangements, total fees are allocated to each of the undelivered elements based upon vendor specific objective evidence (“VSOE”) of their fair values, with the residual amount recognized as revenue for the delivered elements, using the residual method set forth in ASC 985. Revenue from customer maintenance support agreements is deferred and recognized ratably over the term of the agreements, typically one year. Revenue from engineering, consulting and training services is recognized as those services are rendered using a proportional performance model.
	The Company follows the provisions of ASC 605, Revenue Recognition for transactions that do not involve the licensing of software or software support services as in the case of the recent sale of its patents. Revenue from the sale of patents is recorded when persuasive evidence of an arrangement exists, delivery has taken place and a fixed fee and collectability has been determined. These conditions are no different from those when the Company licenses software. For multiple element arrangements, however, under ASC 605, total fees are allocated to each of the elements based upon the relative selling price method. Under that method the allocation of fees to the undelivered elements is based on VSOE, or if it doesn’t exist, then based on third party evidence of selling price. If neither exists, then the allocation is based on management’s best estimate of the selling price.
PATENT COSTS, POLICY	'
	PATENT COSTS
	Costs related to patent applications are capitalized as incurred and are amortized once the patent application is accepted or are expensed if the application is finally rejected. Patent costs are amortized over their estimated economic lives under the straight-line method, and are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through the estimated undiscounted future cash flows from the use of the associated patent. Capitalized patent costs totaled approximately $6,000 and $19,000 for the years ending May 31, 2014 and 2013, respectively.
ACCOUNTING FOR GOODWILL	'
	ACCOUNTING FOR GOODWILL
	The Company accounts for goodwill pursuant to ASC 350, Intangibles – Goodwill and Other. This requires that goodwill be reviewed annually, or more frequently as a result of an event or change in circumstances, for possible impairment with impaired assets written down to fair value. Additionally, existing goodwill and intangible assets must be assessed and classified within the statement’s criteria.
	During fiscal year 2014, the Company completed the CADRA Sale as described above. The Company attributed a portion of its total goodwill to the CADRA product line and expensed it in the derivation of the gain on the sale. The portion of the total goodwill apportioned to the CADRA product line was equal to the estimated market value of the CADRA product line as compared to the total market value of the Company.
	As of May 31, 2014, the Company conducted its annual impairment test of goodwill by comparing the fair value of the reporting unit to the carrying amount of the underlying assets and liabilities of its single reporting unit. The Company determined that the fair value of the reporting unit exceeded the carrying amount of the assets and liabilities, therefore no impairment existed as of the testing date.
LONG-LIVED ASSETS	'
	LONG-LIVED ASSETS
	The Company periodically reviews the carrying value of all intangible and other long-lived assets. If indicators of impairment exist, the Company compares the undiscounted cash flows estimated to be generated by those assets over their estimated economic life to the related carrying value of those assets to determine if the assets are impaired. If the carrying value of the asset is greater than the estimated undiscounted cash flows, the carrying value of the assets would be decreased to their fair value through a charge to operations. As of May 31, 2014, the Company does not have any long-lived assets it considers to be impaired.
FAIR VALUE OF FINANCIAL INSTRUMENTS	'
	FAIR VALUE OF FINANCIAL INSTRUMENTS
	Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Company is required to classify certain assets based on the fair value hierarchy, which groups fair value-measured assets based upon the following levels of inputs:
	Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
	Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).
	The assets maintained by the Company that are required to be measured at fair value on a recurring basis include the Holdback Payment and Earn-Out Payments associated with the Company’s sale of the CADRA product line.
	The following table summarizes the valuation of the Company's assets and liabilities measured at fair value on a recurring basis as of May 31, 2014:
			(in thousands)
			Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	Assets:
	Holdback Payment and Earn-Out Payments	$	895	$	-	$	-	$	895
	Total assets at fair value	$	895	$	-	$	-	$	895
	The Holdback Payment and Earn-Out Payments are classified as current or non-current assets depending on their anticipated distributions to the Company.
	The table below provides a summary of the changes in fair value of the Level 3 classified Holdback Payment and Earn-Out Payments asset for the year ended May 31, 2014:
			(in thousands)
			Contingent Consideration for the Year Ended May 31, 2014
	Fair value at inception	$	922
	Payments received		-44
	Change in fair value		17
	Fair value at end of period	$	895
	The fair value of the asset at May 31, 2014 was approximately $895,000. The fair value of the Holdback Payment and the Earn-Out Payments expected to be collected in fiscal 2015 have been classified as current assets. The fair value of the payments expected to be received beyond fiscal 2015 are included in long term assets in the accompanying consolidated balance sheet. The Company has estimated the fair value of the Holdback Payment and Earn-Out Payments using a discounted cash flow approach. This valuation is based upon several factors including; i) management’s estimate of the amount and timing of future CADRA revenues, ii) the timing of receipt of payments from Mentor, and iii) a discount rate of 7%.
	A change in any of these unobservable inputs can significantly change the fair value of the asset. The change in fair value of the asset recognized in the Consolidated Statements of Operations for the year ended May 31, 2014 was approximately $17,000.
FOREIGN CURRENCY TRANSLATION	'
	FOREIGN CURRENCY TRANSLATION
	The functional currency of the Company’s foreign operations (Germany, and Italy) is the Euro. As a result, assets and liabilities are translated at period-end exchange rates and revenues and expenses are translated at the average exchange rates. Adjustments resulting from translation of such financial statements are classified in accumulated other comprehensive income (loss). Foreign currency gains and losses arising from transactions were included in operations in fiscal year 2014 and 2013. In fiscal year 2014 and 2013, the Company recorded a net gain from foreign currency related transactions of approximately $(33,000) and $(7,000), respectively, to Other income, net in the Consolidated Statements of Operations.
COMPREHENSIVE INCOME (LOSS), Policy	'
	COMPREHENSIVE INCOME (LOSS)
	Comprehensive income (loss) is a more inclusive reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). To date, the Company’s comprehensive income items include only foreign translation adjustments. Comprehensive income (loss) has been included in the Consolidated Statements of Comprehensive Income (Loss) for all periods.
NET INCOME (LOSS) PER COMMON SHARE POLICY	'
	NET INCOME (LOSS) PER COMMON SHARE
	Basic net income (loss) per share are computed by dividing the net income (loss) by the weighted-average number of common shares outstanding. Diluted net income per share is computed by dividing net income by the weighted-average number of common and equivalent dilutive common shares outstanding. For periods in which losses are reported potentially dilutive common stock equivalents are excluded from the calculation of diluted loss per share because the effect is anti-dilutive.
	The following table details the derivation of weighted average shares outstanding used in the calculation of basic and diluted net income (loss) for each period:
			(Amounts in thousands, except share amounts)
			Years Ended
			May 31,		May 31,
			2014		2013
	Net income (loss) available to common shareholders	$	-748	$	360
	Weighted average number of common shares outstanding used in calculating basic earnings per share		876,860		1,018,709
	Weighted average number of common shares outstanding used in calculating diluted earnings per share		876,860		1,019,812
	For the fiscal year ending May 31, 2014, 129,500 options to purchase common shares were anti-dilutive and were excluded from the above calculation.
STOCK-BASED COMPENSATION POLICY	'
	STOCK-BASED COMPENSATION
	Stock-based compensation expense for all stock-based payment awards made to employees and directors is measured based on the grant-date fair value of the award. The Company estimated the fair value of each share-based award using the Black-Scholes option valuation model. The Black-Scholes option valuation model incorporates assumptions as to stock price volatility, the expected life of options, a risk-free interest rate and dividend yield. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award.
	In May 2011, the 2011 Equity Incentive Plan (the “2011 Plan”) was approved by the Company’s shareholders, pursuant to which 150,000 shares of our common shares are reserved for issuance. Any shares subject to any award under the 2011 Plan that expires, is terminated unexercised or is forfeited will be available for awards under the 2011 Plan. The Company may grant stock options, restricted stock, restricted stock units, stock equivalents and awards of shares of common stock that are not subject to restrictions or forfeiture under the 2011 Plan. As of May 31, 2014, 129,500 options were awarded.
	The following table summarizes option activity under the 1994 and the 2011 Stock Option Plan:
			Number of Options		Weighted Average Exercise Price Per Share		Weighted-Average Remaining Life (in years)		Aggregate Intrinsic Value
	Outstanding options at May 31, 2012		10,000		2.4		9.02		-
	Granted		-		-		-		-
	Exercised		-		-		-		-
	Forfeited or expired		-		-		-		-
	Outstanding options at May 31, 2013		10,000		2.4		8.02		-
	Granted		124,500		1.84		10		-
	Exercised		-		-		-		-
	Forfeited or expired		-5,000		1.11		-		-
	Outstanding options at May 31, 2014		129,500	$	1.88		9.74	$	20,825
	Exercisable at May 31, 2014		10,493	$	2.17		8.49	$	868
	The Company determined the volatility for options granted during the fiscal year ended May 31, 2014 and 2013 using the historical volatility of the Company’s common stock. The expected life of options has been determined utilizing the “simplified” method as prescribed in ASC 718 Compensation, Stock Compensation. The expected life represents an estimate of the time options are expected to remain outstanding. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero.
	For the years ended May 31, 2014 and 2013, the Company expensed approximately $15,000 and $8,000, respectively, of stock-based compensation. The Company had approximately $207,000 of unrecorded stock-based compensation as of May 31, 2014 which will be recognized as expense over the next 2.6 years.
	The weighted-average fair value of each option granted in the fiscal year ended May 31, 2014 is estimated as $1.73 on the date of grant using the Black-Scholes model with the following weighted average assumptions:
	Expected life	5.52-5.77 years
	Assumed annual dividend growth rate	0%
	Expected volatility	155%
	Risk free interest rate	1.46-1.96%
	The weighted-average fair value of each option granted in the fiscal year ended May 31, 2013 is estimated as $3.32 on the date of grant using the Black-Scholes model with the following weighted average assumptions:
	Expected life	5.77 years
	Assumed annual dividend growth rate	0%
	Expected volatility	188%
	Risk free interest rate	0.95%
REEDEMABLE COMMON STOCK	'
	REDEEMABLE COMMON STOCK
	During the year ending May 31, 2013, the Company issued 50,000 shares of common stock, $0.10 par value (the “Common Stock”) at a purchase price of $5.00 per share to accredited investors (collectively, the “Investors”) in separate private placement transactions for total proceeds of $250,000. These transactions were completed pursuant to a Securities Purchase Agreement (the “Agreement”) which the Company entered into with each of the respective Investors. In lieu of registration rights, each $25,000 investment entitled the Investors to a fee of $6,000 (the “Fee”) to be paid in six equal quarterly installments during the eighteen month period (the “Payment Period”) following the investment. The Agreement also provided the Investors with the right to require the Company to redeem the Common Stock held by such Investors (the “Put Option”) for $5.50 per share in cash for a 30 day period following the Payment Period.
	The Company first assessed the redeemable Common Stock to determine if the instrument should be accounted for as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. In that the Put Option is optionally redeemable by the holder, the Common Stock was not required to be accounted for as a liability. Next, the Company assessed the Put Option within the redeemable Common Stock as a potential embedded derivative pursuant to the provisions of ASC 815, Derivatives and Hedging, and concluded that the Put Option did not meet the net settlement criteria within the definition of a derivative. Therefore, the Company has accounted for the Common Stock issued pursuant to the Agreement in accordance with ASC 480-10-S99-3A, Classification and Measurement of Redeemable Securities, which provides that securities that are optionally redeemable by the holder for cash or other assets are classified outside of permanent equity in temporary equity. The 50,000 shares of Common Stock issued pursuant to the Agreement were recorded as redeemable common stock at an initial carrying value of $163,000. This amount is equal to the gross proceeds of $250,000, less $27,000 in issuance costs related to legal fees and the $60,000 related to the total Fee due to each of the Investors, which has been included in other liabilities. The Company elected to record the Common Stock at its redemption value of $275,000 immediately and accordingly recorded accretion of $112,000 to additional paid in capital during fiscal year 2013.
	Subsequent to fiscal year end, each of the Investors exercised their Put Option and the Shares were repurchased by the Company at the agreed upon Put Option price of $5.50 per share for a total of $275,000.
RECENT ACCOUNTING PRONOUNCEMENTS, Policy	'
	RECENT ACCOUNTING PRONOUNCEMENTS
	In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, (Topic 606). The ASU is the result of a joint project by the FASB and the International Accounting Standards Board (“IASB”) to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards (“IFRS”) that would: remove inconsistencies and weaknesses, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices across entities, jurisdictions, industries, and capital markets, improve disclosure requirements and resulting financial statements, and simplify the presentation of financial statements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2016. Early application is not permitted. The Company is currently assessing the impact of this guidance.

CONCENTRATION_OF_CREDIT_RISK_T

CONCENTRATION OF CREDIT RISK (Tables)	12 Months Ended
	31-May-14
CONCENTRATION OF CREDIT RISK (Tables):	'
Bad debts are written off (Tables)	'
	Bad debts are written off against the allowance when identified. The changes in the accounts receivable reserve are as follows (in thousands):
	For the Years Ended May 31,		Balance, Beginning of Period		Charged to Costs and Expenses		Bad Debt Write-offs		Balance, End of Period
	2013	$	29	$	-	$	-	$	29
	2014	$	29	$	44	$	55	$	18

PROPERTY_AND_EQUIPMENT_Tables

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	31-May-14
PROPERTY AND EQUIPMENT:	'
PROPERTY AND EQUIPMENT	'
	Property and equipment is stated at cost. The Company provides for depreciation on a straight-line basis over the following estimated useful lives:
	Data Processing Equipment	2-5 years
	Office furniture	5-10 years
	Automobiles	4-6 years

FAIR_VALUE_OF_FINANCIAL_INSTRU

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	12 Months Ended
	31-May-14
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables):	'
Assets and Liabilities measured at fair value (Tables)	'
	The following table summarizes the valuation of the Company's assets and liabilities measured at fair value on a recurring basis as of May 31, 2014:
			(in thousands)
			Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	Assets:
	Holdback Payment and Earn-Out Payments	$	895	$	-	$	-	$	895
	Total assets at fair value	$	895	$	-	$	-	$	895
Summary of the changes in fair value of the Holdback Payment and Earn-Out Payments (Tables)	'
	The table below provides a summary of the changes in fair value of the Level 3 classified Holdback Payment and Earn-Out Payments asset for the year ended May 31, 2014:
			(in thousands)
			Contingent Consideration for the Year Ended May 31, 2014
	Fair value at inception	$	922
	Payments received		-44
	Change in fair value		17
	Fair value at end of period	$	895

Summarizes_option_activity_Tab

Summarizes option activity (Tables)	12 Months Ended
	31-May-14
Summarizes option activity	'
Summarizes option activity	'
	The following table summarizes option activity under the 1994 and the 2011 Stock Option Plan:
			Number of Options		Weighted Average Exercise Price Per Share	Weighted-Average Remaining Life (in years)		Aggregate Intrinsic Value
	Outstanding options at May 31, 2012		10,000		2.4	9.02		-
	Granted		-		-	-		-
	Exercised		-		-	-		-
	Forfeited or expired		-		-	-		-
	Outstanding options at May 31, 2013		10,000		2.4	8.02		-
	Granted		124,500		1.84	10		-
	Exercised		-		-	-		-
	Forfeited or expired		-5,000		1.11	-		-
	Outstanding options at May 31, 2014		129,500	$	1.88	9.74	$	20,825
	Exercisable at May 31, 2014		10,493	$	2.17	8.49	$	868
Weighted-average fair value of each option granted	'
	The weighted-average fair value of each option granted in the fiscal year ended May 31, 2014 is estimated as $1.73 on the date of grant using the Black-Scholes model with the following weighted average assumptions:
	Expected life	5.52-5.77 years
	Assumed annual dividend growth rate	0%
	Expected volatility	155%
	Risk free interest rate	1.46-1.96%
	The weighted-average fair value of each option granted in the fiscal year ended May 31, 2013 is estimated as $3.32 on the date of grant using the Black-Scholes model with the following weighted average assumptions:
	Expected life	5.77 years
	Assumed annual dividend growth rate	0%
	Expected volatility	188%
	Risk free interest rate	0.95%

Income_Taxes_Tables

Income Taxes (Tables)	12 Months Ended
	31-May-14
Income Taxes (Tables):	'
Provision for income taxes (Tables)	'
	The provision for income taxes includes the following for the years ended May 31 (in thousands):
			2014		2013
	Federal	$	-	$	-
	Foreign		-		13
	State and local		2		2
	Total current provision		2		15
	Deferred provision		268		148
	Valuation allowance		-268		-148
	Total deferred provision		-		-
	Total provision	$	2	$	15
The domestic and foreign components of income (loss) before income taxes (TABLES)	'
	The domestic and foreign components of income (loss) before income taxes were as follows for the years ended May 31 (in thousands):
			2014		2013
	Domestic	$	-562	$	343
	Foreign		-184		32
		$	-746	$	375
Federal and state statutory income tax rate (Tables)	'
	The Company’s effective income tax rates can be reconciled to the federal and state statutory income tax rate for the years ended May 31 as follows:
			2014		2013
	Federal statutory rate		34%		34%
	State		-		-
	Foreign		-		1
	Permanent items		-		-
	Valuation reserve		-34		-34
	Effective tax rate		-		1%
Deferred tax assets (liabilities) (Tables)	'
	Deferred tax assets (liabilities) were comprised of the following at May 31 (in thousands):
			2014		2013
	Deferred tax assets
	Net operating loss carryforwards	$	7,271	$	7,190
	Tax credit carryforwards		254		254
	Receivables allowances		7		11
	Vacation pay accrual		9		10
	Other accruals		-		-
	Depreciation		37		35
	Differences in book and tax basis of assets of acquired businesses		-859		-1,050
	Total gross deferred tax assets		6,719		6,450
	Valuation allowance		-6,719		-6,450
	Net deferred tax asset	$	-	$	-

Segment_Reporting_Information_

Segment Reporting Information (Tables)	12 Months Ended
	31-May-14
Segment Reporting Information	'
Segment Reporting Information	'
	Components of revenue and long-lived assets (consisting primarily of intangible assets, capitalized software and property, plant and equipment) by geographic location, are as follows (in thousands):
			Years Ended
	Revenue:		31-May-14		31-May-13
	North America	$	3,593	$	4,596
	Asia		493		603
	Europe		1,557		1,771
	Eliminations		-634		-612
	Consolidated Total	$	5,009	$	6,358
	Long-Lived Assets:		As of May 31, 2014		As of May 31, 2013
	North America	$	1,916	$	5,119
	Europe		43		113
	Consolidated Total	$	1,959	$	5,232

LEASE_COMMITMENTS_Tables

LEASE COMMITMENTS (Tables)	12 Months Ended
	31-May-14
LEASE COMMITMENTS (Tables):	'
OPERATING LEASES (Tables)	'
	At May 31, 2014, minimum annual rental commitments under noncancellable leases were as follows (in thousands):
	Fiscal Year ending May 31:
	2015	$	133
	2016		133
	2017		110
	Total future minimum lease commitments		376
CAPITAL LEASES (Tables)	'
	Minimum annual future lease payments under the capital lease as of May 31, 2014 are as follows (in thousands):
	2015	$	23
	2016		23
	2017		23
	2018		13
	2019		5
	Minimum lease payment		87
	Amount representing interest		-21
	Present value of minimum lease payments	$	66
	Current	$	19
	Long Term	$	47

Transaction_Generated_a_Gain_D

Transaction Generated a Gain During Current Quarter (Tables)	12 Months Ended
	31-May-14
Transaction Generated a Gain During Current Quarter	'
Transaction Generated a Gain During Current Quarter	'
	The transaction generated a gain during fiscal year 2014 which was composed of the following (000’s):
	Proceeds from the sale of the CADRA technology	$	2,880
	Fair value of the Holdback Payment and the Earn-Out Payments		922
	Liabilities assumed by Mentor related to deferred maintenance obligations		607
	Professional fees and other expenses related to the transaction		-448
	Goodwill allocated to the CADRA product line		-3,305
	Net book value of equipment transferred in the sale		-7
	Gain on sale of CADRA product line	$	649

Derivation_of_weighted_average

Derivation of weighted average shares (Tables)	12 Months Ended
	31-May-14
Derivation of weighted average shares (Tables):	'
Derivation of weighted average shares (Tables)	'
	The following table details the derivation of weighted average shares outstanding used in the calculation of basic and diluted net income (loss) for each period:
			(Amounts in thousands, except share amounts)
			Years Ended
			May 31,		May 31,
			2014		2013
	Net income (loss) available to common shareholders	$	-748	$	360
	Weighted average number of common shares outstanding used in calculating basic earnings per share		876,860		1,018,709
	Weighted average number of common shares outstanding used in calculating diluted earnings per share		876,860		1,019,812

Asset_Purchase_Agreement_and_o

Asset Purchase Agreement and other transactions (Details) (USD $)	Dec. 05, 2013	Aug. 30, 2013
Asset purchase Agreement	'	'
The aggregate consideration for the CADRA Sale is up to	'	$3,950,000
The aggregate consideration for the CADRA sale comprised and paid on the closing date	'	2,880,000
Company's common stock, arranged for debt facilities	'	3,200,000
Negotiated for debt reduction from Greenleaf Capital, Inc.	'	7,600,000
Greenleaf accepted a payment in cash	'	2,700,000
Total indebtness	'	10,600,000
Company agreed to pay down the principal of the Loan Agreement maximum	2,700,000	'
Company agreed to pay down the principal of the Loan Agreement amount minimum	$1,000,000	'

Liquidity_and_Subsequent_Finan

Liquidity and Subsequent Financing Events (Details) (USD $)	12 Months Ended
	31-May-14
Liquidity and Subsequent Financing Events	'
Company operated at a net loss during the fiscal year and used of cash in its operations	$516,000
Company entered into a three-year promissory note	750,000
Company entered into a six-month term note	300,000
Company issued shares of its common stock in private placements with four accredited investors	160,000
Per share value of shares issued in private placements with four accredited investors	$5
Additional funds raised with the issue of shares	800,000
Funds are expected to be used to pay down the Company's debt	$1,000,000

Significant_Accounting_Policie1

Significant Accounting Policies (details) (USD $)	12 Months Ended
	31-May-14	31-May-13
Significant Accounting Policies details	'	'
Capitalized patent costs incurred	$6,000	$19,000
Allowance for uncollectible accounts	18,000	29,000
Net (gain) loss from foreign currency related transactions	($33,000)	($7,000)

DEBT_ISSUANCE_COSTS_Details

DEBT ISSUANCE COSTS (Details) (USD $)	12 Months Ended
	31-May-14	31-May-13
DEBT ISSUANCE COSTS DURING THE PERIOD:	'	'
Direct costs incurred in establishing debt agreement approximately	'	$255,000
Unamortized debt issuance costs	108,000	'
Amortization expense related to debt issuance costs	143,000	225,000
Capitalized debt issuance costs approximately	31,000	'
Direct costs totaling approximately incurred in completing the modification were expensed.	$120,000	'

CONCENTRATION_OF_CREDIT_RISK_D

CONCENTRATION OF CREDIT RISK (Details) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	31-May-14	31-May-13
Accounts receivable reserve are as follows:	'	'
Balance, Beginning of Period	$29	$29
Charged to Costs and Expenses	44	'
Bad Debt Write-offs	55	'
Balance, End of Period	$18	$29

SOFTWARE_DEVELOPMENT_COSTS_Det

SOFTWARE DEVELOPMENT COSTS (Details) (USD $)	12 Months Ended
	31-May-14	31-May-13
SOFTWARE DEVELOPMENT COSTS DURING:	'	'
Capitalized approximately	$57,000	$276,000
Amortization expense related to capitalized software development costs	$114,000	$73,000

PROPERTY_AND_EQUIPMENT_Details

PROPERTY AND EQUIPMENT (Details)	31-May-14
Following estimated useful lives:	'
Data Processing Equipment Minimum Years	2
Data Processing Equipment Maximum Years	5
Office furniture Minimum Years	5
Office furniture Maximum Years	10
Automobiles Minimum Years	4
AutomobilesMaximum Years	6

NET_INCOME_PER_COMMON_SHARE_De

NET INCOME PER COMMON SHARE (Details) (USD $)	12 Months Ended
	31-May-14	31-May-13
Calculation of basic and diluted net income:	'	'
Net income available to common shareholders	($748,000)	$360,000
Weighted average number of common shares outstanding used in calculating basic earnings per share	876,860	1,018,709
Weighted average number of common shares outstanding used in calculating diluted earnings per share	876,860	1,019,812

REEDEMABLE_COMMON_STOCK_Detail

REEDEMABLE COMMON STOCK (Details) (USD $)	31-May-14
Reedemable common stock	'
Company issued common stock shares	50,000
Par value of the share	$0.10
Purchase price of the share	$5
Private placement transactions for total proceeds	$250,000
company investment	25,000
Investors fee	6,000
Redemption price of the Common Stock per share (Put option)	$5.50
Redeemable common Stock initial carrying value	163,000
Amount equal to gross proceeds	250,000
Issuance cost related legal fee	27,000
Fee included in other liabilities	60,000
Common Stock recorded at its redemption value	275,000
Recorded accretion to additional paid in capital	$112,000

Summarizes_option_activity_und

Summarizes option activity under the 2011 Plan (Details)	Number of Options	Weighted Average Exercise Price Per Share	Weighted-Average Remaining Life (in years)	Aggregate Intrinsic Value
Outstanding options at May. 31, 2012	10,000	2.4	9.02	'
Granted	'	'	'	0
Exercised	'	'	'	0
Forfeited or expired	'	'	'	0
Exercisable at May. 31, 2013	'	'	'	'
Outstanding options at May. 31, 2013	'	'	'	'
Outstanding options at May. 31, 2013	'	'	'	'
Outstanding options at May. 31, 2013	10,000	2.4	8.02	'
Granted	124,500	1.84	10	'
Exercised	'	'	'	0
Forfeited or expired	-5,000	1.11	'	'
Exercisable at May. 31, 2014	10,493	2.17	8.49	868
Outstanding options at May. 31, 2014	129,500	1.88	9.74	20,825

Stock_based_compensation_Issua

Stock based compensation Issuance (details) (USD $)	31-May-14	31-May-13
Stock based compensation Issuance	'	'
weighted-average fair value of each option granted	$1.73	$3.32
Options were awarded and outstanding under the 2011 Plan.	129,500	'
Expected life in years	'	5.77
Assumed annual dividend growth rate	0.00%	0.00%
Expected volatility	188.00%	188.00%
Risk free interest rate	'	0.95%
Expected life minimum in years	5.52	'
Expected life maximum in years	5.77	'
Risk free interest rate minimum	1.46%	'
Risk free interest rate maximum	1.95%	'
Company expensed approximately stock-based compensation	15,000	8,000
Unrecorded stock-based compensation	$207,000	'
Unrecorded stock-based compensation recognition period in years	2.6	'

Provision_for_income_taxes_As_

Provision for income taxes As follows (details) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	31-May-14	31-May-13
Provision for income taxes As follows:	'	'
Federal	$0	$0
Foreign	0	13
State and local	2	2
Total current provision	2	15
Deferred provision	268	148
Valuation allowance	-268	-148
Total deferred provision	0	0
Total provision	$2	$15

Domestic_and_foreign_component

Domestic and foreign components of income from income taxes (Details) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	31-May-14	31-May-13
Domestic and foreign components of income from income taxes:	'	'
Domestic	($562)	$343
Foreign,	-184	32
Total Domestic and Foreign	($746)	$375

Effective_income_tax_rates_can

Effective income tax rates can be reconciled to (Details)	12 Months Ended
	31-May-14	31-May-13
Effective income tax rates can be reconciled to:	'	'
Federal statutory rate	34.00%	34.00%
State	0.00%	0.00%
Foreign.	0.00%	1.00%
Permanent items	0.00%	0.00%
Valuation reserve	-34.00%	-34.00%
Effective tax rate	0.00%	1.00%

Deferred_tax_assets_liabilitie

Deferred tax assets (liabilities) were comprised of the following (Details) (USD $)	31-May-14	31-May-13
In Thousands, unless otherwise specified
Deferred tax assets (liabilities) were comprised of the following:	'	'
Net operating loss carryforwards	$7,271	$7,190
Tax credit carryforwards	254	254
Receivables allowances	7	11
Vacation pay accrual	9	10
Other accruals	0	0
Depreciation	37	35
Differences in book and tax basis of assets of acquired businesses	-859	-1,050
Total gross deferred tax assets	6,719	6,450
Valuation allowance.	-6,719	-6,450
Net deferred tax asset	$0	$0

EMPLOYEE_RETIREMENT_PLANS_Deta

EMPLOYEE RETIREMENT PLANS (Details) (USD $)	12 Months Ended
	31-May-14	31-May-13
EMPLOYEE RETIREMENT PLANS AS FOLLOWS	'	'
Expense related to employer for fiscal years	$51,000	$46,000

SEGMENT_INFORMATION_Details

SEGMENT INFORMATION (Details) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	31-May-14	31-May-13
SEGMENT INFORMATION AS FOLLOWS:	'	'
North America Revenue	$3,593	$4,596
Europe Revenue	493	603
Asia Revenue	1,557	1,771
Eliminations Revenue	-634	-612
Consolidated Revenue Total	$5,009	$6,358

Geographic_location_are_as_fol

Geographic location, are as follows (Details) (USD $)	31-May-14	31-May-13
In Thousands, unless otherwise specified
Geographic location, are as follows:	'	'
North America Assets	$1,916	$5,119
Europe Assets	43	113
Consolidated Assets Total	$1,959	$5,232

PRIDES_CROSSING_CAPITAL_DETAIL

PRIDES CROSSING CAPITAL (DETAILS) (USD $)	31-May-14	Jul. 09, 2013	10-May-13
PRIDES CROSSING CAPITAL	'	'	'
Loan Agreement with Prides Crossing Capital L.P. and Prides Crossing Capital -A, L.P.	'	'	$2,700,000
Loan matures on January 1, 2015 and bears an interest rate of	'	14.00%	'
Security offered in company's equity interests in its domestic subsidiaries	'	100.00%	'
Security offered in company's equity interests in its foreign subsidiaries	'	65.00%	'
Personal guarantee offered by CEO upto	'	500,000	'
Repurchase of shares as per the amended agreement	'	170,000	'
Warrants issued to the lender	'	25,000	'
Exercise price per share	$1	$1	'
Warrants vesting period	'	3	'
Grant date fair value of the warrant of approximately	'	51,000	'
Warrant was adjusted to its fair value	19,000	'	'
Company agreed to pay down the principal of the Loan	1,000,000	'	'
Paid a pre-payment penalty	$81,000	'	'
Agreed to repurchase the outstanding warrant to purchase shares of common stock	25,000	'	'

LEASE_COMMITMENTS_OPERATING_LE

LEASE COMMITMENTS OPERATING LEASES (Details) (USD $)	12 Months Ended
	31-May-14	31-May-13
LEASE COMMITMENTS OPERATING LEASES:	'	'
Rental expense for fiscal years	$181,000	$194,000

LEASE_COMMITMENTS_CAPITAL_LEAS

LEASE COMMITMENTS CAPITAL LEASES (Details) (USD $)	31-May-14
In Thousands, unless otherwise specified
LEASE COMMITMENTS CAPITAL LEASES:	'
Minimum annual future lease payments 2015	$23
Minimum annual future lease payments 2016	23
Minimum annual future lease payments 2017	23
Minimum annual future lease payments 2018	13
Minimum annual future lease payments 2019	5
Minimum annual future lease payments	87
Amount representing interest	-21
Present value of minimum lease payments	66
Current.	19
Long Term.	$47

Minimum_annual_rental_commitme

Minimum annual rental commitments under noncancellable leases (Details) (USD $)	31-May-14
In Thousands, unless otherwise specified
Minimum annual rental commitments under noncancellable leases	'
Future minimum lease commitments in 2015	$133
Future minimum lease commitments in 2016	133
Future minimum lease commitments in 2017	110
Total future minimum lease commitments	$376

Notes_Receivables_details

Notes Receivables (details) (USD $)	31-May-98
Notes Receivables details	'
Non interest bearing note extended by CEO related to a stock transaction	$134,000

Rights_Agreement_Details

Rights Agreement (Details) (USD $)	Feb. 15, 2012
Rights Agreement:	'
Dividend declared of one common share purchase right for each outstanding share of common stock par value per share	$0.10
Purchase price per share of common stock entitled for each right shares	$5

Stock_Purchase_Agreement_DETAI

Stock Purchase Agreement (DETAILS) (USD $)	Aug. 08, 2014	Jun. 30, 2013
Stock purchase agreement Details	'	'
Company purchased shares of common stock from Greenleaf	'	170,000
Purchase price of common stock issued to Greenleaf	'	$62,900
Price per share of common stock issued to Greenleaf	$0.37	$0.37
Remaining shares as set forth in the Registration Rights Agreement with the option of repurchase	'	101,411
Company repurchased Greenleaf's remaining shares	101,411	'
Purchase price of Greenleaf's remaining shares	$37,000	'

Patents_Sales_Transactions_DET

Patents Sales Transactions (DETAILS) (USD $)	Sep. 30, 2012	Jun. 30, 2012
Patents Sales Transactions	'	'
Non-refundable initial royalty payment made	'	$200,000
Patents purchased	'	290,000
Support services payment	'	10,000
Share of royalties payable	'	30.00%
Increase in the limit of initial payment	$100,000	'

CADRA_technology_sale_transact

CADRA technology sale transactions (Details) (USD $)	31-May-14
In Thousands, unless otherwise specified
CADRA technology sale transactions	'
Proceeds from the sale of the CADRA technology	$2,880
Fair value of the Holdback Payment and the Earn-Out Payments	922
Liabilities assumed by Mentor related to deferred maintenance obligations	607
Professional fees and other expenses related to the transaction	-448
Goodwill allocated to the CADRA product line	-3,305
Net book value of equipment transferred in the sale	-7
Gain on sale of CADRA product line	$649

CADRA_product_line_sale_Detail

CADRA product line sale (Details) (USD $)	Oct. 18, 2013
CADRA product line sale	'
Aggregate consideration for the CADRA Sale	$3,950,000
Amount of consideration paid on the closing date	2,880,000
10% holdback which will be paid on the one year anniversary of the closing date	320,000
Earn-Out Payments of up to an aggregate over the three-year period subsequent to the closing date	$750,000

Subsequent_transactions_Detail

Subsequent transactions (Details) (USD $)	Oct. 01, 2014	Sep. 01, 2014	Aug. 08, 2014	Jun. 20, 2014
Subsequent transactions	'	'	'	'
Under the Share Purchase Agreement Essig's CEO and owner purchased shares of SofTech common stock	'	'	'	110,000
Per share value ofshares issued to CEO and owner	'	'	'	$0.10
Value ofshares issued to CEO and owner	'	'	'	$550,000
Note issued under promissory note agreement	'	'	'	750,000
Interest rate of note issued under promissory note agreement	9.50%	'	'	9.50%
Company entered into an additional short term borrowing arrangement with EssigPR	300,000	'	'	'
EssigPR was awarded stock options to purchase SofTech common stock	5,000	'	'	'
Per share price of optionsawarded to EssigPR	$1	'	'	'
Company repurchased shares issued Redeemable Common Stock arrangement	'	'	101,411	50,000
Shares exchanged for a value in accordance with the terms of those Stock Purchase Agreements	'	'	$37,522	$275,000
Per share value ofshares repurchased	'	'	$0.37	'
In three transactions Company raised proceeds from the issuance of shares	'	250,000	'	'
In three transactions Company issued number of shares	'	50,000	'	'
In three transactions Company issued number of shares at a per share value	'	$0.10	'	'
Per share value of shares issued to accredited investors in separate private placement transactions	'	$5	'	'

Term_Note_financial_covenants_

Term Note financial covenants (Details) (USD $)	31-May-14
Term Note financial covenants	'
Month-end minimum consolidated cash balance to be established	$1,000,000
Amount to be held in the Company's main operating account that is subject to a deposit account control agreement	750,000
Minimum amount of consolidated cash at all times to be maintained	750,000
EBITDA for Q3 and Q4 of fiscal 2014 shall not exceed a loss for each of those fiscal quarters	200,000
EBITDA shall be positive and greater than for each subsequent fiscal quarter.	$100,000

Transactions_with_Accredited_I

Transactions with Accredited Investors (Details) (USD $)	Sep. 22, 2014	Sep. 18, 2014
Transactions with Accredited Investors	'	'
Shares issued to Robert Anthonyson	'	20,000
Value of Shares issued toRobert Anthonyson	'	$100,000
Shares issued to Glenn W. Dillon	20,000	'
Value of Shares issued to Glenn W. Dillon	100,000	'
Shares issued to Thomas Doherty	10,000	'
Value of Shares issued to Thomas Doherty	$50,000	'