'mktg, inc.' (CMKG) 10-Q 7 Aug 14 2015 Q1 Quarterly report Financial data

Document_And_Entity_Informatio

Document And Entity Information	3 Months Ended
	Jun. 30, 2014	Jul. 31, 2014
Document and Entity Information [Abstract]	'	'
Entity Registrant Name	''mktg, inc.'	'
Entity Central Index Key	'0000886475	'
Document Type	'10-Q	'
Document Period End Date	30-Jun-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--03-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	9,878,681
Document Fiscal Period Focus	'Q1	'
Document Fiscal Year Focus	'2015	'

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (Unaudited) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Current assets:	'	'
Cash and cash equivalents	$7,080,025	$9,473,743
Accounts receivable, net of allowance for doubtful accounts of $297,000 at June 30, 2014 and March 31, 2014	18,960,046	16,229,522
Unbilled contracts in progress	222,919	2,231,775
Deferred contract costs	872,955	857,219
Prepaid expenses and other current assets	756,784	333,568
Deferred tax asset	276,293	219,293
Total current assets	28,169,022	29,345,120
Property and equipment, net	2,400,603	2,398,434
Deferred tax asset	1,942,059	1,730,059
Goodwill	10,052,232	10,052,232
Intangible assets - net	200,000	200,000
Long-term investments	187,487	187,487
Other assets	475,624	475,477
Total assets	43,427,027	44,388,809
Current liabilities:	'	'
Accounts payable	2,243,559	877,855
Accrued compensation	384,455	295,509
Accrued job costs	557,644	340,131
Other accrued liabilities	2,664,367	2,628,028
Deferred revenue	14,354,995	16,758,435
Total current liabilities	20,205,020	20,899,958
Deferred rent	458,115	552,507
Warrant derivative liability	11,319,149	3,686,170
Deferred tax liability	3,262,580	3,211,580
Total liabilities	35,244,864	28,350,215
Commitments and contingencies	'	'
Redeemable Series D Convertible Participating Preferred Stock, $4,420,231 redemption and liquidation value, par value $1.00: 2,500,000 shares designated, issued and outstanding at June 30, 2014 and March 31, 2014	4,076,971	3,848,272
Stockholders' equity:	'	'
Common stock, par value $.001; authorized 25,000,000 shares; 9,075,383 shares issued and 8,625,605 shares outstanding at June 30, 2014 and 9,080,383 shares issued and 8,630,605 shares outstanding at March 31, 2014	9,075	9,080
Additional paid-in capital	15,795,875	15,605,371
Accumulated deficit	-11,227,545	-2,931,580
Cumulative translation adjustment	61,025	40,689
Treasury stock, at cost, 449,778 shares at June 30, 2014 and March 31, 2014	-533,238	-533,238
Total stockholders' equity	4,105,192	12,190,322
Total liabilities and stockholders' equity	43,427,027	44,388,809
Preferred Class A [Member]	'	'
Stockholders' equity:	'	'
Preferred stock, value	0	0
Preferred Class B [Member]	'	'
Stockholders' equity:	'	'
Preferred stock, value	0	0
Preferred Stock [Member]	'	'
Stockholders' equity:	'	'
Preferred stock, value	$0	$0

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Allowance for doubtful accounts (in dollars)	$297,000	$297,000
Redeemable Series D Convertible Participating Preferred Stock, redemption and liquidation value (in dollars)	$4,420,231	$4,420,231
Redeemable Series D Convertible Participating Preferred Stock, par value (in dollars per share)	$1	$1
Redeemable Series D Convertible Participating Preferred Stock, designated shares	2,500,000	2,500,000
Redeemable Series D Convertible Participating Preferred Stock, issued shares	2,500,000	2,500,000
Redeemable Series D Convertible Participating Preferred Stock, outstanding shares	2,500,000	2,500,000
Common stock, par value (in dollars per share)	$0.00	$0.00
Common stock, authorized shares	25,000,000	25,000,000
Common stock, shares issued	9,075,383	9,080,383
Common stock, shares outstanding	8,625,605	8,630,605
Treasury stock at cost, shares	449,778	449,778
Preferred Class A [Member]	'	'
Preferred Stock, par value (in dollars per share)	$0.00	$0.00
Preferred Stock, authorized shares	650,000	650,000
Preferred Stock, issued shares	0	0
Preferred Stock, outstanding shares	0	0
Preferred Class B [Member]	'	'
Preferred Stock, par value (in dollars per share)	$0.00	$0.00
Preferred Stock, authorized shares	700,000	700,000
Preferred Stock, issued shares	0	0
Preferred Stock, outstanding shares	0	0
Preferred Stock [Member]	'	'
Preferred Stock, par value (in dollars per share)	$3,650,000	$3,650,000
Preferred Stock, authorized shares	0	0
Preferred Stock, issued shares	0	0

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Income Statement [Abstract]	'	'
Sales	$35,841,984	$30,801,150
Operating expenses:	'	'
Reimbursable program costs and expenses	6,970,950	6,325,217
Outside production and other program expenses	18,150,616	14,554,979
Compensation expense	8,665,599	7,727,556
General and administrative expenses	2,777,106	1,875,017
Total operating expenses	36,564,271	30,482,769
Operating (loss) income	-722,287	318,381
Fair value adjustments to a compound embedded derivative	-7,632,979	313,830
(Loss) income before (benefit) provision for income taxes	-8,355,266	632,211
(Benefit) provision for income taxes	-288,000	126,000
Net (loss) income	($8,067,266)	$506,211
Basic (loss) earnings per share	($0.96)	$0.06
Diluted (loss) earnings per share	($0.96)	$0.03
Weighted average number of common shares outstanding:	'	'
Basic (in shares)	8,377,862	8,196,635
Diluted (in shares)	8,377,862	17,294,985

Condensed_Consolidated_Stateme1

Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Statement of Comprehensive Income [Abstract]	'	'
Net (loss) income	($8,067,266)	$506,211
Other comprehensive income, net of tax:	'	'
Foreign currency translation gains	12,202	8,728
Comprehensive (loss) income	($8,055,064)	$514,939

Condensed_Consolidated_Stateme2

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:	'	'
Net (loss) income	($8,067,266)	$506,211
Adjustments to reconcile net (loss) income to net cash used in operating activities:	'	'
Depreciation and amortization	163,112	256,001
Deferred rent amortization	-94,392	-94,297
Fair value adjustments to compound embedded derivative	7,632,979	-313,830
Share based compensation expense	190,499	109,080
Deferred income (benefit) taxes	-218,000	111,000
Changes in operating assets and liabilities:	'	'
Accounts receivable	-2,730,524	2,065,815
Unbilled contracts in progress	2,008,856	1,255,036
Deferred contract costs	-15,736	140,664
Prepaid expenses and other current assets	-423,216	-149,217
Other assets	-147	1,520
Accounts payable	1,365,704	118,155
Accrued compensation	88,946	-1,345,875
Accrued job costs	217,513	59,797
Other accrued liabilities	36,339	-393,212
Income taxes payable	0	-31,686
Deferred revenue	-2,403,440	-5,658,136
Net cash used in operating activities	-2,248,773	-3,362,974
Cash flows from investing activities:	'	'
Purchases of property and equipment	-165,281	-112,507
Investments	0	-150,000
Net cash used in investing activities	-165,281	-262,507
Effect of exchange rate changes on cash and cash equivalents	20,336	14,546
Net decrease in cash and cash equivalents	-2,393,718	-3,610,935
Cash and cash equivalents at beginning of period	9,473,743	11,239,835
Cash and cash equivalents at end of period	7,080,025	7,628,900
Supplemental disclosures of cash flow information:	'	'
Income taxes paid during the period	$67,927	$88,036

1_Basis_of_Presentation

(1) Basis of Presentation	3 Months Ended
	Jun. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Basis of Presentation	'
	The condensed consolidated financial statements of ‘mktg, inc.’ (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to GAAP for interim financial information and SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, included in the Company's Annual Report on Form 10-K for the year ended March 31, 2014.
	In the opinion of management, such condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s results for the interim periods presented. The results of operations for the three months ended June 30, 2014 are not necessarily indicative of the results for the full fiscal year or any future periods.

2_Merger_and_Voting_Agreements

(2) Merger and Voting Agreements	3 Months Ended
	Jun. 30, 2014
Business Combinations [Abstract]	'
Merger and Voting Agreements	'
	(i) Merger Agreement
	On May 27, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aegis Lifestyle, Inc. a Delaware corporation (“Aegis”) and Morgan Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Aegis (“Merger Sub”). The Merger Agreement provides for, subject to the satisfaction or waiver of specified conditions, the acquisition of the Company by Aegis at a price of $2.80 per share in cash (the “Merger Consideration”). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Aegis.
	At the effective time of the Merger, except as set forth below, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to the Merger Consideration, including all shares of common stock issuable upon conversion of the Company’s Series D Convertible Participating Preferred Stock (“Series D Preferred Stock”) which shall be converted into the Company’s common stock prior to the Merger. Shares held by stockholders who have properly exercised and perfected appraisal rights under Delaware law, shall not be converted into the right to receive the Merger Consideration but shall instead be converted into the right to receive such consideration as provided under Delaware law. Shares owned by the Company, Aegis, Company subsidiaries or Merger Sub shall be canceled without payment.
	In addition, each of the Company’s warrants to purchase common stock that is outstanding immediately prior to the effective time of the Merger will be canceled in exchange for the right to receive an amount in cash equal to the excess of the Merger Consideration over the per-share exercise price with respect to such warrant.
	As a result of the Merger, each vested and unvested outstanding stock option under the Company’s equity plans or otherwise will be canceled in exchange for the right to receive an amount in cash equal to the excess of the Merger Consideration over the per-share exercise price with respect to such stock option, provided, however, that that certain option to purchase 400,000 shares of common stock at an exercise price of $2.00 per share issued to the Charles Horsey, the Company’s Chief Executive Officer, which vests only upon a “Liquidity Event,” will be exchanged for the right to receive an amount in cash equal to the excess of the Merger Consideration over the per-share exercise price only with respect to 200,000 shares subject to such stock option. The remaining shares subject to such option shall be canceled without payment. Each restricted share of common stock under the Company’s equity plans that is outstanding as of the closing date will vest and be converted into the right to receive the Merger Consideration. The payments pursuant to this paragraph are subject to any applicable withholding taxes.
	The Merger Agreement contains customary representations and warranties from both the Company and Aegis, and also contains customary covenants, including covenants providing for each of the parties to use its reasonable best efforts to cause the Merger to be consummated, and covenants requiring the Company to carry on its business in all material respects in the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the closing of the Merger.
	The Merger Agreement also contains a “no shop” provision that, in general, restricts the Company’s ability to solicit third-party acquisition proposals, provide information to or engage in discussions or negotiations with third parties that have made or that might make an acquisition proposal, approve any third party acquisition proposal, or enter into any acquisition agreement relating to any third party acquisition proposal. The no shop provision is subject to a “fiduciary out” provision that allows the Company, under certain circumstances and in compliance with certain obligations, to provide information and participate in discussions and negotiations with respect to unsolicited written third-party acquisition proposals that the Company’s Board of Directors reasonably believes is likely to result in a Superior Proposal (as defined in the Merger Agreement) and to terminate the Merger Agreement and accept a Superior Proposal upon payment to Aegis of the termination fee discussed below. The foregoing is subject to Aegis’ rights to offer terms that will cause the Superior Proposal to no longer constitute a Superior Proposal.
	The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement under specified circumstances, including, but not limited to, a change in the recommendation of the board of directors of the Company or a termination of the Merger Agreement by the Company to enter into an agreement for a Superior Proposal, the Company will pay Aegis a cash termination fee of $2.08 million. The Merger Agreement also provides that upon termination of the Merger Agreement as a result of the failure of Company’s stockholders to approve the Merger Agreement at the special meeting where the Company’s stockholders have voted on a proposal to adopt the Merger Agreement, the Company will pay Aegis an amount equal to its reasonably documented transaction related expenses in an amount not to exceed $500,000.
	The completion of the Merger is subject to certain customary conditions, including (i) the adoption of the Merger Agreement by holders of a majority of the Company’s common stock and Series D Preferred Stock, voting as separate classes; (ii) the absence of any law or order prohibiting or restraining the Merger, and (iii) exercise of dissenters’ rights by holders of no more than 5% of the Company’s outstanding common stock. In addition, the obligation of Aegis to complete the Merger is subject to the condition that the Company shall have available cash (as provided for in the Merger Agreement) of not less than $8,000,000 at the effective time of the Merger, less up to $2,000,000 in fees and expenses paid or incurred in connection with the Merger. Each of the Company’s and Aegis’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to specified standards, the accuracy of the representations and warranties of the other party and (ii) performance in all material respects by the other party of its obligations under the Merger Agreement.
	Aegis is a newly-formed indirect subsidiary of Aegis Media Americas, Inc., which has guaranteed the obligations of Aegis to pay the merger consideration under the Merger Agreement. The Merger is not conditioned upon receipt of financing by Aegis or Aegis Media Americas.
	(ii) Voting Agreement
	Concurrently and in connection with the execution of the Merger Agreement, Aegis entered into Voting Agreements with Rutabaga Capital Management LLC, affiliates of Union Capital Corporation, and certain directors and members of management of the Company, including all of the holders of the Company’s Series D Preferred Stock. Pursuant to the Voting Agreements such stockholders agreed to vote their respective shares of common stock and Series D Preferred Stock (i) in favor of the adoption of the Merger Agreement and the Merger and each of the other actions contemplated by the Merger Agreement, (ii) against any proposal or transaction in opposition to the consummation of the Merger or any other transactions contemplated by the Merger Agreement and (iii) against any other action or agreement that could reasonably be expected to interfere with or delay or adversely affect the Merger or any other transactions contemplated by the Merger Agreement.
	In addition, pursuant to the Voting Agreement entered into by the holders of the Company’s Series D Preferred Stock, such stockholders agreed to convert (i) approximately 23.5% of their shares of Series D Preferred Stock into shares of the Company’s common stock prior to the record date for the Company’s special meeting of stockholders to consider the Merger, and (ii) their remaining shares of Series D Preferred Stock into shares of the Company’s common stock immediately prior to the effective time of the Merger. The Voting Agreements terminate upon termination of the Merger Agreement and certain other specified events.
	Company stockholders party to the Voting Agreements hold an aggregate of approximately 45% of the shares of the Company’s common stock, as well as 100% of the shares of Series D Preferred Stock, that are expected to be outstanding as of the record date for the meeting of stockholders to be called to consider the adoption of the Merger Agreement. The Voting Agreements also restrict the transfer of shares owned by the stockholders parties thereto.

3_Summary_of_Significant_Accou

(3) Summary of Significant Accounting Policies	3 Months Ended
	Jun. 30, 2014
Accounting Policies [Abstract]	'
Summary of Significant Accounting Policies	'
	(a) Principles of Consolidation
	The condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries Inmark Services LLC, Optimum Group LLC, U.S. Concepts LLC, Digital Intelligence Group LLC, mktg retail LLC and Mktg, inc. UK Ltd. All significant intercompany balances and transactions have been eliminated in consolidation.
	(b) Use of Estimates
	The preparation of the 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 the contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include allowance for doubtful accounts, valuation of stock options and equity transactions, and revenue recognition. Management bases its estimates on certain assumptions, which it believes are reasonable in the circumstances. Actual results could differ from those estimates.
	(c) Goodwill
	Goodwill consists of the cost in excess of the fair value of the acquired net assets of the Company’s subsidiaries. Goodwill is subject to annual impairment tests which require the Company to first assess qualitative factors to determine whether it is necessary to perform a two-step quantitative goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The Company assesses the potential impairment of goodwill annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Upon completion of such annual review, if impairment is found to have occurred, a corresponding charge will be recorded. The Company has determined that it has one reporting unit, and that a two-step quantitative goodwill impairment test was not necessary. There were no events or changes in circumstances during the three months ended June 30, 2014 that indicated to management that the carrying value of goodwill and the intangible asset may not be recoverable.
	(d) Long-term Investments
	Companies in which the Company has made an investment (referred to as “investee companies”) which are not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of the investee company is not included in the Condensed Consolidated Balance Sheet or Condensed Consolidated Statement of Operations. However, impairment charges, if deemed necessary, are recognized in the Condensed Consolidated Statement of Operations. If circumstances suggest that the value of the investee company has subsequently recovered, such recovery is not recorded. See Note 4 for additional information.
	(e) Fair Value of Financial Instruments
	The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities, derivative financial instruments, and the Company’s Redeemable Series D Convertible Participating Stock (“Series D Preferred Stock”) issued December 15, 2009. The fair values of cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities generally approximate their respective carrying values due to their current nature. Derivative liabilities, as discussed below, are required to be carried at fair value. The following table reflects the comparison of the carrying value and the fair value of the Company’s Series D Preferred Stock as of June 30, 2014 and March 31, 2014:
			30-Jun-14		31-Mar-14
	Series D Preferred Stock (See Notes 5 and 7):
	Carrying Values		$	4,076,971	$	3,848,272
	Fair Values		$	15,909,593	$	8,128,451
	The fair value of the Company’s Series D Preferred Stock has been determined based upon the forward cash flow of the contracts, discounted at credit-risk adjusted market rates.
	Derivative financial instruments – Derivative financial instruments, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815 Derivatives and Hedging, consist of financial instruments or other contracts that contain a notional amount and one or more underlying features (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.
	The Company generally does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company issued other financial instruments with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, these instruments are required to be carried as derivative liabilities at fair value in the Company’s financial statements. See Notes 7 and 8 for additional information.
	Redeemable preferred stock – Redeemable preferred stock (such as the Series D Preferred Stock, and any other redeemable financial instrument the Company may issue) is initially evaluated for possible classification as a liability under ASC 480 Financial Instruments with Characteristics of Both Liabilities and Equity. Redeemable preferred stock classified as a liability is recorded and carried at fair value. Redeemable preferred stock that does not, in its entirety, require liability classification, is evaluated for embedded features that may require bifurcation and separate classification as derivative liabilities under ASC 815. In all instances, the classification of the redeemable preferred stock host contract that does not require liability classification is evaluated for equity classification or mezzanine classification based upon the nature of the redemption features. Generally, any feature that could require cash redemption for matters not within the Company’s control, irrespective of probability of the event occurring, requires classification outside of stockholders’ equity. See Note 7 for further disclosures about the Company’s Series D Preferred Stock, which constitutes redeemable preferred stock.
	Fair value measurements - Fair value measurement requirements are embodied in certain accounting standards applied in the preparation of the Company’s financial statements. Significant fair value measurements resulted from the application of the fair value measurement guidance included in ASC 815 to the Company’s Series D Preferred Stock, and Warrants issued in December 2009 as described in Note 8, and ASC 718 Stock Compensation to the Company’s share based payment arrangements.
	ASC 815 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Standard applies under other accounting pronouncements that require or permit fair value measurements. ASC 815 further permits entities to choose to measure many financial instruments and certain other items at fair value. At this time, the Company does not intend to reflect any of its current financial instruments at fair value (except that the Company is required to carry derivative financial instruments at fair value). However, the Company will consider the appropriateness of recognizing financial instruments at fair value on a case by case basis as they arise in future periods.
	(f) Revenue Recognition
	The Company’s revenues are generated from projects subject to contracts requiring the Company to provide its services within specified time periods generally ranging up to twelve months. As a result, on any given date, the Company has projects in process at various stages of completion. Depending on the nature of the contract, revenue is recognized as follows: (i) on time and material service contracts, revenue is recognized as services are rendered; (ii) on fixed price retainer contracts, revenue is recognized on a straight-line basis over the term of the contract; and (iii) on certain fixed price contracts, revenue is recognized as certain key performance criteria are achieved. Incremental direct costs associated with the fulfillment of certain specific contracts are accrued or deferred and recognized proportionately to the related revenue. Provisions for anticipated losses on uncompleted projects are made in the period in which such losses are determined.
	The Company follows the guidance on “Reporting Revenue Gross as a Principal versus Net as an Agent” and “Income Statement Characterization of Reimbursements Received for “Out-of-Pocket” Expenses Incurred” issued by the FASB. Indicators identified by the Company for gross revenue reporting include the fact that the Company is the primary obligor in customer arrangements, the Company has discretion in supplier selection, and the Company has credit risk. Accordingly, the Company records its client reimbursements, including out-of-pocket expenses, as revenue on a gross basis.
	(g) Income Taxes
	The provision for income taxes includes federal, state and local income taxes that are currently payable. Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
	(h) Net Earnings Per Share
	Basic earnings per share is based upon the weighted average number of common shares outstanding during the period, excluding restricted shares subject to forfeiture. Diluted earnings per share is computed on the same basis, including, if dilutive, common share equivalents, which include outstanding options, warrants, preferred stock, and restricted stock.  For the three months ended June 30, 2014, stock options, restricted stock, warrants and preferred stock to purchase approximately 9,049,265 shares, and for three months ended June 30, 2013, stock options to purchase approximately 70,000 shares of common stock were excluded from the calculation of diluted earnings per share as their inclusion would be anti-dilutive. The weighted average number of shares outstanding consists of:
		Three Months Ended
		June 30,
		2014	2013
	Basic	8,377,862	8,196,635
	Dilutive effect of:
	Options	-	1,219,930
	Restricted stock	-	104,927
	Warrants	-	2,454,344
	Series D preferred stock	-	5,319,149
	Diluted	8,377,862	17,294,985
	(i) Recent Accounting Standards Affecting the Company
	Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss
	Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
	In July, 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets.
	This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this ASU did not have a material impact on the Company’s operating results, financial position, or cash flows.
	Revenue from Contracts with Customers
	In May 2014, the FASB issued FASB ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this ASU 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. This ASU provides for one of two methods of transition: retrospective application to each prior period presented; or, recognition of the cumulative effect of retrospective application of the new standard in the period of initial application.
	This ASU is effective for fiscal years and interim periods beginning after December 15, 2016 and early application is not permitted. Management is currently assessing the impact the adoption this ASU will have on the Company’s operating results, financial position and cash flows.
	Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period
	In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force (EITF). The amendments in this ASU require that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition.
	The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and can be either applied prospectively or retrospectively. Earlier adoption is permitted. Management currently believes the adoption this ASU will not have a material impact on the Company’s operating results, financial position or cash flows.

4_LongTerm_Investment

(4) Long-Term Investment	3 Months Ended
	Jun. 30, 2014
Long-term Investments [Abstract]	'
Long-Term Investment	'
	On April 10, 2013, the Company entered into a stock purchase agreement with Moving Off Campus, LLC, doing business as Bonfyre (“Bonfyre”) to purchase a 2.0% interest in Bonfyre for $150,000. The investment in Bonfyre is accounted for using the cost method of accounting because the Company does not have the ability to exercise significant influence over Bonfyre. Accordingly, the investment is adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. Since the date of the initial investment the Company has provided $37,487 worth of services that in accordance with the stock purchase agreement constitutes additional investments. The carrying amount of the investment in Bonfyre at June 30, 2014 was $187,487. In October 2013, Bonfyre was converted into a corporation, Bonfyre Inc., in which the Company has a 7.3% interest as of June 30, 2014. Management determined that there was no impairment of value at June 30, 2014.

5_Union_Capital_Financing

(5) Union Capital Financing	3 Months Ended
	Jun. 30, 2014
Union Capital Financing [Abstract]	'
Union Capital Financing	'
	Overview:
	On December 15, 2009, the Company consummated a $5.0 million financing led by an investment vehicle organized by Union Capital Corporation (“UCC”). In the financing, the Company issued $2.5 million in aggregate principal amount of Senior Secured Notes (the “Secured Notes”) which were repaid in full in November 2011, $2.5 million in aggregate stated value of Series D Preferred Stock initially convertible into 5,319,149 shares of Common Stock, and Warrants to purchase 2,456,271 shares of Common Stock (“Warrants”). As a condition to its participation in the financing, UCC required that certain of our directors, officers and employees (“Management Buyers”) collectively purchase $735,000 of the financial instruments on the same terms and conditions as the lead investor. Aggregate amounts above are inclusive of Management Buyers amounts.
	The shares of Series D Preferred Stock issued in the financing have a stated value of $1.00 per share, and are convertible into Common Stock at an initial conversion price of $0.47. The conversion price of the Series D Preferred Stock is subject to weighted-average anti-dilution provisions. Generally, this means that if the Company sells non-exempt securities below the conversion price, the holders’ conversion price will be adjusted downwards. Holders of the Series D Preferred Stock are not entitled to special dividends but will be entitled to be paid upon a liquidation, redemption or change of control, the stated value of such shares plus the greater of (a) a 14% accreting liquidation preference, compounding annually, and (b) 3% of the volume weighted average price of the Common Stock outstanding on a fully-diluted basis (excluding the shares issued upon conversion of the Series D Preferred Stock) for the 20 days preceding the event. A consolidation or merger, a sale of all or substantially all of the Company’s assets, and a sale of 50% or more of Common Stock would be treated as a change of control for this purpose.
	After December 15, 2015, holders of the Series D Preferred Stock can require the Company to redeem the Series D Preferred Stock for cash at its stated value plus any accretion thereon (“Put Derivative”). In addition, the Company may be required to redeem the Series D Preferred Stock for cash earlier upon the occurrence of a “Triggering Event.” Triggering Events include (i) a failure to timely deliver shares of Common Stock upon conversion of Series D Preferred Stock, (ii) failure to pay amounts due to the holders (after notice and a cure period), (iii) a bankruptcy event with respect to the Company or any of its subsidiaries, (iv) default under other indebtedness in excess of certain amounts, and (v) a breach of representations, warranties or covenants in the documents entered into in connection with the financing. Upon a Triggering Event or failure to redeem the Series D Preferred Stock, the accretion rate on the Series D Preferred Stock will increase to 16.5% per annum. The Company may also be required to pay penalties upon a failure to timely deliver shares of Common Stock upon conversion of Series D Preferred Stock.
	The Series D Preferred Stock votes together with the Common Stock on an as-converted basis, and the vote of a majority of the shares of the Series D Preferred Stock is required to approve, among other things, (i) any issuance of capital stock senior to or pari passu with the Series D Preferred Stock; (ii) any increase in the number of authorized shares of Series D Preferred Stock; (iii) any dividends or payments on equity securities; (iv) any amendment to the Company’s Certificate of Incorporation, By-laws or other governing documents that would result in an adverse change to the rights, preferences, or privileges of the Series D Preferred Stock; (v) any material deviation from the annual budget approved by the Board of Directors; and (vi) entering into any material contract not contemplated by the annual budget approved by the Board of Directors.
	So long as at least 25% of the shares of Series D Preferred Stock issued at closing are outstanding, the holders of the Series D Preferred Stock as a class will have the right to designate two members of the Company’s Board of Directors, and so long as at least 15% but less than 25% of the shares of Series D Preferred Stock issued at the closing are outstanding, the holders of the Series D Preferred Stock will have the right to designate one member of the Board of Directors. Additionally, the holders of Series D Preferred Stock have the right to designate two non-voting observers to the Company’s Board of Directors.
	The Warrants to purchase 2,456,271 shares of Common Stock issued in the financing have an exercise price of $0.001 per share, subject to adjustment solely for recapitalizations. The Warrants may also be exercised on a cashless basis under a formula that explicitly limits the number of issuable common shares. The exercise period for the Warrants ends December 15, 2015.
	At the request of the holders of a majority of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock and exercise of the Warrants, if ever, the Company will be required to file a registration statement with the SEC to register the resale of such shares of Common Stock under the Securities Act of 1933, as amended.
	Upon closing of the financing, UCC became entitled to a closing fee of $325,000, half of which was paid upon the closing and the balance of which was paid in six monthly installments following the closing. The Company also reimbursed UCC for its fees and expenses in the amount of $250,000. Additionally, the Company entered into a management consulting agreement with Union Capital under which Union Capital provides the Company with management advisory services and the Company currently pays Union Capital a fee of $62,500 per year. The management consulting agreement will terminate when the holders of the Series D Preferred Stock no longer have the right to nominate any directors and Union Capital no longer owns at least 20% of the Common Stock purchased by it at closing (assuming conversion of Series Preferred D Stock and exercise of Warrants held by it).
	Accounting for the December 2009 Financing:
	Current accounting standards require analysis of each of the financial instruments issued in the December 2009 financing for purposes of classification and measurement in our financial statements.
	The Series D Preferred Stock is a hybrid financial instrument. Due to the redemption feature and the associated participation feature that behaves similarly to a coupon on indebtedness, the Company determined that the embedded conversion feature and other features that have risks associated with debt require bifurcation and classification in liabilities as a compound embedded derivative financial instrument. The conversion feature, along with certain other features that have risks of equity, required bifurcation and classification in their compound form in liabilities as a derivative financial instrument. Derivative financial instruments are required to be measured at fair value both at inception and an ongoing basis. The Company has used the Monte Carlo simulation technique to value the compound embedded derivative, because that model affords the flexibility to incorporate all of the assumptions that market participants would likely consider in determining the value for purposes of trading the hybrid contract. Further, due to the redemption feature, the Company is required to carry the host Series D Preferred Stock outside of stockholders’ equity and the discount resulting from the initial allocation requires accretion through charges to retained earnings, using the effective method, over the period from issuance to the redemption date.
	The Company evaluated the terms and conditions of the Secured Notes under the guidance of ASC 815, Derivatives and Hedging. The terms of the Notes that qualified as a derivative instrument were (i) a written put option which allows the holders of the Notes to accelerate interest and principal (effectively forcing an early redemption of the Notes) in the event of certain events of default, including a change of control of the Company, and (ii) the holders’ right to increase the interest rate on the Notes by 4% per year in the event of a suspension from trading of the Company’s Common Stock or an event of default. Pursuant to ASC 815-15-25-40, put options that can accelerate repayment of principal meet the requisite criteria of a derivative financial instrument. In addition, as addressed in ASC 815-15-25-41, for a contingently exercisable put to be considered clearly and closely related to the relevant instrument and not constitute a separate derivative financial instrument, it can be indexed only to interest or credit risk. In this instance, the put instruments embedded in the Notes were indexed to events that were not related to interest or credit risk, namely, a change of control of the Company, and suspension of trading of the Company’s Common Stock. Accordingly, these features were not considered clearly and closely related to the Note, and bifurcation was necessary.
	The Company determined that the Warrants should be classified as stockholders’ equity. The principal concepts underlying accounting for warrants provide a series of conditions, related to the potential for net cash settlement, which must be met in order to achieve equity classification. Our conclusion is that the Warrants are indexed to the Company’s common stock and meet all of the conditions for equity classification. The Company measured the fair value of the Warrants on the inception date to provide a basis for allocating the net proceeds to the various financial instruments issued in the December 2009 financing. The Company used the Black-Scholes-Merton valuation technique, because that method embodies, in its view, all of the assumptions that market participants would consider in determining the fair value of the Warrants for purposes of a sale or exchange. The allocated value of the Warrants was recorded to Additional Paid-in Capital.
	The financial instruments sold to the Management Buyers, were recognized as compensation expense in the amount by which the fair value of the share-linked financial instruments (i.e. Series D Preferred Stock and Warrants) exceeded the proceeds that the Company received. The financial instruments subject to allocation were the Secured Notes, Series D Preferred Stock, Compound Embedded Derivatives and the Warrants. Other than the compensatory amounts, current accounting concepts generally provide that the allocation is, first, to those instruments that are required to be recorded at fair value; that is, the Compound Embedded Derivatives; and the remainder based upon relative fair values.
	The following table provides the components of the allocation and the related fair values of the subject financial instruments:
				Allocation
		Fair		Management
		Values	UCC	Buyers	Total
	Proceeds:
	Gross proceeds		$  4,265,000	$    735,000	$  5,000,000
	Closing costs		-325,000	--	-325,000
	Reimbursement of investor costs		-250,000		-250,000
	Net proceeds		$  3,690,000	$    735,000	$  4,425,000
	Allocation:
	Series D Preferred Stock	$  2,670,578	$  1,127,574	$    233,098	$    1,360,672
	Secured Notes	$  2,536,015	1,070,519	363,293	1,433,812
	Compound Embedded Derivatives:
	Series D Preferred Stock	$  1,116,595	949,106	167,489	1,116,595
	Secured Notes	$       28,049	23,842	4,207	28,049
	Warrants	$  1,225,680	518,959	183,852	702,811
	Compensation Expense		--	-216,939	-216,939
			$  3,690,000	$    735,000	$  4,425,000
	Closing costs of $325,000 were paid directly to the lead investor. As required by current accounting standards, financing costs paid directly to an investor or creditor are reflected in the allocation as original issue discount to the financial instruments.
	Fair Value Considerations:
	The Company has adopted the authoritative guidance on “Fair Value Measurements.” The 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, not adjusted for transaction costs. The guidance also establishes a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical asset or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3) as described below:
	Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible by the Company.
	Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly.
	Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants.
	The Company’s Secured Notes, Warrant derivative liability, Put option derivative and Series D Preferred Stock are classified within Level 3 of the fair value hierarchy as they are valued using unobservable inputs including significant assumptions of the Company and other market participants. In November, 2011, in conjunction with the Company obtaining a bank credit facility (see Note 6), the Company repaid in full the remaining $2 million of principal then outstanding under the Secured Notes.
	There were no transfers between Level 1 and Level 2, or transfers in and out of Level 3 during the three months ended June 30, 2014 and 2013.
	The Company’s Series D Preferred Stock is a hybrid financial instrument. Due to the redemption feature and the associated participation feature that behaves similarly to a coupon on indebtedness, the Company determined that the embedded conversion feature and other features that have risks associated with debt require bifurcation and classification in liabilities as a compound embedded derivative financial instrument. The conversion feature, along with certain other features that have risks of equity, required bifurcation and classification in their compound form in liabilities as a derivative financial instrument. Derivative financial instruments are required to be measured at fair value both at inception and on an ongoing basis. As more fully discussed below, the Company has used the Monte Carlo simulation technique to value the compound embedded derivative, because that model affords the flexibility to incorporate all of the assumptions that market participants would likely consider in determining the value for purposes of trading the hybrid contract.
	Significant assumptions embodied in these methods are as follows:
			Market or Calculated Inputs
	Assumption:	Level	June 30,	March 31,
			2014	2014
	Common stock trading market price	1	$2.63	$1.20
	Common stock trading volatility:
	Preferred Compound Embedded Derivative	1	53.18%--78.64%	33.25%--33.76%
	Preferred Compound Embedded Derivative (effective volatility)	3	67.89%	33.20%
	Warrant	1	--	--
	Credit-risk adjusted yields:
	Periods ranging from one to three years	2	3.46%--4.65%	6.13%--7.43%
	Effective risk-adjusted yield	3	3.60%	6.30%
	Terms (years):
	Preferred Compound Embedded Derivative (effective term)	3	1.038	0.665
	Effective assumption amounts represent the effective averages arising from multiple input ranges utilized in the Monte Carlo Simulation Technique. The level designations represent the fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
	Except for those assets and liabilities which are required by authoritative guidance to be recorded at fair value in the Company’s balance sheet, the Company has elected not to record any other assets and liabilities at fair value.
	Except for those assets and liabilities which are required by authoritative guidance to be recorded at fair value in the Company’s balance sheet, the Company has elected not to record any other assets and liabilities at fair value.
	The following tables present the Company’s instruments that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.
	Fair Value Measurements as of June 30, 2014
			Total		Level 1		Level 2		Level 3
	Instruments:
Compound Embedded Derivative	$	11,319,149	$	—	$	—	$	11,319,149
Total Instruments	$	11,319,149	$	-	$	-	$	11,319,149
Fair Value Measurements as of March 31, 2014
		Total		Level 1		Level 2		Level 3
Instruments:
Compound Embedded Derivative	$	3,686,170	$	-	$	-	$	3,686,170
Total Instruments	$	3,686,170	$	-	$	-	$	3,686,170
The following table presents the changes in Level 3 Instruments measured at fair value on a recurring basis for the three months ended June 30, 2014 and 2013:
		Compound Embedded Derivative
Balances at, March 31, 2014	$	3,686,170
Fair value adjustments		7,632,979
Balances at, June 30, 2014	$	11,319,149
Balances at, March 31, 2013	$	4,664,894
Fair value adjustments		-313,830
Balances at, June 30, 2013	$	4,351,064
The fair value adjustments recorded for Compound Embedded Derivative are reported separately in the Statement of Operations.

6_Bank_Credit_Facility

(6) Bank Credit Facility	3 Months Ended
	Jun. 30, 2014
Short-term Debt [Abstract]	'
Bank Credit Facility	'
	On November 23, 2011, the Company entered into a Loan and Security Agreement with TD Bank, N.A. (the “Bank”), pursuant to which it was provided with a $4.0 million revolving credit facility (the “Credit Facility”). Borrowings under the Credit Facility are secured by substantially all of Company’s assets and have been guaranteed by the Company’s subsidiaries.
	Pursuant to the Loan Agreement (as amended), among other things:
		·	All outstanding loans will become due on November 23, 2014, provided that following the Company’s request, the Bank may in its sole discretion agree to one year extensions of the maturity date;
		·	Interest accrues on outstanding loans at a per annum rate equal to the greater of (i) 4.0%, and (ii) the Bank’s prime rate as from time to time in effect plus one percent;
		·	Aggregate loans outstanding at any time are limited to a borrowing base equal to 80% of the Company’s eligible accounts receivable, as determined by the Bank, provided that the advance rate is limited to 50% with respect to accounts receivable from customers of the Company whose receivables constitute more than 50% of the Company’s receivables in the aggregate; and
		·	The Company is required to comply with a number of affirmative, negative and financial covenants. Among other things, these covenants restrict the Company’s ability to pay dividends, provide that the Company’s debt service coverage ratio (as determined pursuant to the Loan Agreement) cannot be less than 1.25 to 1.0 as of the end of any fiscal year, and require that the Company have immediately available cash at all times, including borrowings under the Credit Facility, of at least $3 million.
	If the Company does not comply with the financial and other covenants and requirements of the Loan Agreement, the Bank may, subject to various cure rights, require the immediate payment of all amounts outstanding under the Loan Agreement.
	Upon the closing of the Credit Facility, the Company paid a $30,000 commitment fee to the Bank plus its legal costs and expenses.
	On December 11, 2012, the Company entered into an amendment to the Loan Agreement, effective as of November 23, 2012, pursuant to which (i) the maturity date under the Loan Agreement was extended for one year to November 23, 2013, and (ii) the Company’s obligation to maintain $500,000 in a blocked account with the Bank to secure the Company’s obligations under the Loan Agreement was terminated. Accordingly, in connection with the amendment, such blocked account was released to the Company. On November 14, 2013, the Loan Agreement was extended for one year to November 23, 2014.
	At June 30, 2014, the Company had no borrowings outstanding under the Credit Facility and availability of $4,000,000.
	In connection with the Loan Agreement, the holders of the Company’s Series D Preferred Stock entered into a Standstill Agreement with the Bank under which such stockholders have agreed not to exercise any rights they may have to cause the Company to redeem their shares of Series D Preferred Stock prior to December 15, 2015 (or such earlier date as the Credit Facility is terminated), other than upon a change of control or liquidation event of the Company.

7_Redeemable_Preferred_Stock

(7) Redeemable Preferred Stock	3 Months Ended
	Jun. 30, 2014
Equity [Abstract]	'
Redeemable Preferred Stock	'
	Redeemable preferred stock consists of the following as of June 30, 2014 and March 31, 2014:
		June 30,	March 31,
		2014	2014
	Series D Convertible Participating Preferred Stock, par value  $0.001, stated value $1.00, 2,500,000 shares designated,  2,500,000 shares issued and outstanding at June 30, 2014 and March 31, 2014; redemption and liquidation value $4,420,231 at June 30, 2014
		$4,076,971	$3,848,272
	The Series D Preferred Stock is subject to accretion to its redemption value, through charges to equity, over the period from issuance to the contractual redemption date, discussed in the Financing Overview, above, using the effective interest method. The redemption value is determined based upon the stated redemption amount of $1.00 per share, plus an accretion amount, more fully discussed above. For the three months ended June 30, 2014 and 2013, accretion, which is recorded to the accumulated deficit, amounted to $228,699 and $142,075, respectively.

8_Derivative_Financial_Instrum

(8) Derivative Financial Instruments	3 Months Ended
	Jun. 30, 2014
Fair Value Disclosures [Abstract]	'
Derivative Financial Instruments	'
	The Company’s derivative financial instrument consists of a Compound Embedded Derivative that was bifurcated from our Series D Preferred Stock. The Preferred Compound Embedded Derivative comprises the embedded conversion option and certain other equity-indexed features that were not clearly and closely related to the Series D Preferred Stock in terms of risks. The following table reflects the changes in fair value of the Compound Embedded Derivative using the techniques and assumptions described in Note 5:
		Compound Embedded
		Derivative
	Balances at March 31, 2014	$       3,686,170
	Fair value adjustments	7,632,979
	Balances at June 30, 2014	$     11,319,149
	Balances at March 31, 2013	$       4,664,894
	Fair value adjustments	-313,830
	Balances at June 30, 2013	$     4,351,064
	Fair value adjustments are recorded in other income in the accompanying financial statements. As a result, the Company’s earnings are and will be affected by changes in the assumptions underlying the valuation of the derivative financial instruments. The principal assumptions that have, in the Company’s view, the most significant effects are the Company’s trading market prices, volatilities and risk-adjusted market credit rates.

9_Accounting_for_StockBased_Co

(9) Accounting for Stock-Based Compensation	3 Months Ended
	Jun. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Accounting for Stock-Based Compensation	'
	(i) Stock Options
	On July 1, 2002, the Company established the 2002 Long-Term Incentive Plan (the “2002 Plan”) providing for the grant of options or other awards, including stock grants, to employees, officers or directors of, consultants to, the Company or its subsidiaries to acquire up to an aggregate of 750,000 shares of Common Stock. In September 2005, the 2002 Plan was amended so as to increase the number of shares of Common Stock available under the plan to 1,250,000. In September 2008, the 2002 Plan was amended to increase the number of shares of Common Stock available under the plan to 1,650,000. Options granted under the 2002 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options. Grants under the 2002 Plan are awarded by a committee of the Board of Directors, and are exercisable over periods not exceeding ten years from date of grant. The option price for incentive stock options granted under the 2002 Plan must be at least 100% of the fair market value of the shares on the date of grant, while the price for non-qualified options granted is determined by the Compensation Committee of the Board of Directors. At June 30, 2014, there were options to purchase 70,000 shares of Common Stock, expiring from April 2013 through September 2017, issued under the 2002 Plan that remained outstanding. The 2002 Plan terminated on June 30, 2012.
	On March 25, 2010, the stockholders of the Company approved the ‘mktg, inc.’ 2010 Equity Incentive Plan (the “2010 Plan”), under which 3,000,000 shares of Common Stock have been set aside and reserved for issuance. The 2010 Plan provides for the granting to our employees, officers, directors, consultants and advisors of stock options (non-statutory and incentive), restricted stock awards, stock appreciation rights, restricted stock units and other performance stock awards. The 2010 Plan is administered by the Compensation Committee of the Board of Directors.  The exercise price per share of a stock option, which is determined by the Compensation Committee, may not be less than 100% of the fair market value of the common stock on the date of grant. For non-qualified options the term of the option is determined by the Compensation Committee. For incentive stock options the term of the option is not more than ten years. However, if the optionee owns more than 10% of the total combined voting power of the Company, the term of the incentive stock option will be no longer than five years. The 2010 Plan automatically terminates on February 22, 2020, unless it is terminated earlier by a vote of the Company's stockholders or the Board of Directors; provided, however, that any such action does not affect the rights of any participants of the 2010 Plan. In addition, the 2010 Plan may be amended by the stockholders of the Company or the Board of Directors, subject to stockholder approval if required by applicable law or listing requirements. At June 30, 2014, there were options to purchase 2,412,097 shares of Common Stock, expiring May 2020, issued under the 2010 Plan that remained outstanding. Any option under the 2010 Plan that is not exercised by an option holder prior to its expiration may be available for re-issuance by the Company. As of June 30, 2014, the Company had options or other awards for 66,966 shares of Common Stock available for grant under the 2010 Plan.
	On November 6, 2013, the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Charles Horsey, the Company’s Chairman of the Board, President and Chief Executive Officer. Pursuant to the Employment Agreement Mr. Horsey was awarded a stock option to purchase 200,000 shares of the Company’s common stock at an exercise price of $2.00 per share that vests in equal installments over a five-year period. In addition, Mr. Horsey was awarded a stock option to purchase 400,000 shares of common stock at an exercise price of $2.00 per share. This option vests only upon a Liquidity Event (as defined in the Employment Agreement) as follows: as to (i) 100,000 shares of common stock if the Liquidity Event results in consideration paid to the Company’s stockholders of at least $2.50 per share of common stock but less than $2.80 per share of common stock, (ii) 200,000 shares of common stock if such Liquidity Event results in consideration paid to the Company’s stockholders of at least $2.80 per share of common stock but less than $3.10 per share of common stock, (iii) 300,000 shares of common stock if such Liquidity Event results in consideration paid to the Company’s stockholders of at least $3.10 per share of common stock but less than $6.00 per share of common stock, and (iv) all 400,000 shares of common stock if such Liquidity Event results in consideration paid to the Company’s stockholders of $6.00 per share or more. These options had an estimated grant date value of $.65 per share and expire on October 30, 2023.
	The maximum contractual life for any of the options is ten years. The Company uses the Black-Scholes model to estimate the value of stock options granted under FASB guidance. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of options.
	A summary of option activity under all plans as of June 30, 2014, and changes during the three month period then ended is presented below:
				Weighted average remaining contractual term (years)
		Weighted average exercise price
			Number		Aggregate intrinsic value
			of
			options
	Balance at March 31, 2014	$0.78	3,082,097	6.68	$    1,294,481
	Granted	-	-
	Exercised	-	-
	Canceled	-	-
	Balance at June 30, 2014 (vested and expected to vest)
		$0.78	3,082,097	6.43	$5,701,879
	Exercisable at June 30, 2014	$0.50	1,911,572	5.78	$    4,071,648
	Total unrecognized compensation cost related to vested and expected to vest options at June 30, 2014 amounted to $113,360 and is expected to be recognized over a weighted average period of 4.34 years. Total compensation cost for all outstanding option awards amounted to $161,968 for the three months ended June 30, 2014, which included $130,800 of compensation cost related to the Liquidity Event options described above as the condition for vesting was determined to be probable as of June 30, 2014. For the three months ended June 30, 2013 total compensation cost for all outstanding option awards amounted to $39,747.
	(ii) Warrants
	At June 30, 2014 and March 31, 2014 there were warrants outstanding to purchase 2,456,271 shares of common stock at a price of $.001 per share, which were issued in the December 2009 financing and expire December 15, 2015. The aggregate intrinsic value of the warrants outstanding at June 30, 2014 and March 31, 2014 were $6,457,536 and $2,945,069, respectively.
	(iii) Restricted Stock
	As of June 30, 2014 the Company had awarded 1,179,556 shares (net of forfeited shares) of restricted stock under the Company’s 2002 Plan, 376,500 shares (net of forfeited shares) of restricted stock under the Company’s 2010 Plan, and 189,767 shares (net of forfeited shares) of restricted stock that were issued outside of the Company’s 2002 and 2010 Plans. Grant date fair value is determined by the market price of the Company’s common stock on the date of grant. The aggregate value of these shares at their respective grant dates amount to approximately $2,651,323 and are recognized ratably as compensation expense over the vesting periods. The shares of restricted stock granted pursuant to such agreements vest in various tranches over one to five years from the date of grant.
	The shares awarded to employees under the restricted stock agreements vest on the applicable vesting dates only to the extent the recipient of the shares is then an employee of the Company or one of its subsidiaries, and each recipient will forfeit all of the shares that have not vested on the date his or her employment is terminated.
	A summary of all non-vested stock activity as of June 30, 2014, and changes during the three month period then ended is presented below:
				Weighted average remaining contractual term (years)
		Weighted average grant date fair value
			Number		Aggregate intrinsic value
			of
			shares
	Unvested at March 31, 2014	$1.01	296,362	1.76	$355,634
	Awarded	-	-
	Vested	$0.97	-104,750
	Forfeited	$0.71	-5,000
	Unvested at June 30, 2014	$1.03	186,612	1.58	$490,790
	Total unrecognized compensation cost related to unvested stock awards at June 30, 2014 amounted to $137,387 and is expected to be recognized over a weighted average period of 1.58 years. Total compensation cost for the stock awards amounted to $28,531 and $69,333 for the three months ended June 30, 2014 and 2013, respectively.

10_Concentrations

(10) Concentrations	3 Months Ended
	Jun. 30, 2014
Risks and Uncertainties [Abstract]	'
Concentrations	'
	The Company had sales to one customer that approximated $22,728,000 or 63% of total sales for the three months ended June 30, 2014. Accounts receivable due from this customer approximated $10,939,000 at June 30, 2014 and $9,171,000 at March 31, 2014. The Company had sales to one customer that approximated $19,533,000 or 63% of total sales for the three months ended June 30, 2013. Accounts receivable due from this customer approximated $2,690,000 at June 30, 2013 and $5,802,000 at March 31, 2013. In addition, the Company had sales to a second customer that approximated $3,985,000 or 13% of total sales for the three months ended June 30, 2013. Accounts receivable due from this customer approximated $1,655,000 at June 30, 2013 and $1,783,000 at March 31, 2013.

3_Summary_of_Significant_Accou1

(3) Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Jun. 30, 2014
Accounting Policies [Abstract]	'
Principles of Consolidation	'
	The condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries Inmark Services LLC, Optimum Group LLC, U.S. Concepts LLC, Digital Intelligence Group LLC, mktg retail LLC and Mktg, inc. UK Ltd. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	'
	The preparation of the 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 the contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include allowance for doubtful accounts, valuation of stock options and equity transactions, and revenue recognition. Management bases its estimates on certain assumptions, which it believes are reasonable in the circumstances. Actual results could differ from those estimates.
Goodwill	'
	Goodwill consists of the cost in excess of the fair value of the acquired net assets of the Company’s subsidiaries. Goodwill is subject to annual impairment tests which require the Company to first assess qualitative factors to determine whether it is necessary to perform a two-step quantitative goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The Company assesses the potential impairment of goodwill annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Upon completion of such annual review, if impairment is found to have occurred, a corresponding charge will be recorded. The Company has determined that it has one reporting unit, and that a two-step quantitative goodwill impairment test was not necessary. There were no events or changes in circumstances during the three months ended June 30, 2014 that indicated to management that the carrying value of goodwill and the intangible asset may not be recoverable.
Long-term Investments	'
	Companies in which the Company has made an investment (referred to as “investee companies”) which are not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of the investee company is not included in the Condensed Consolidated Balance Sheet or Condensed Consolidated Statement of Operations. However, impairment charges, if deemed necessary, are recognized in the Condensed Consolidated Statement of Operations. If circumstances suggest that the value of the investee company has subsequently recovered, such recovery is not recorded. See Note 4 for additional information.
Fair Value of Financial Instruments	'
	The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities, derivative financial instruments, and the Company’s Redeemable Series D Convertible Participating Stock (“Series D Preferred Stock”) issued December 15, 2009. The fair values of cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities generally approximate their respective carrying values due to their current nature. Derivative liabilities, as discussed below, are required to be carried at fair value. The following table reflects the comparison of the carrying value and the fair value of the Company’s Series D Preferred Stock as of June 30, 2014 and March 31, 2014:
			30-Jun-14		31-Mar-14
	Series D Preferred Stock (See Notes 5 and 7):
	Carrying Values		$	4,076,971	$	3,848,272
	Fair Values		$	15,909,593	$	8,128,451
	The fair value of the Company’s Series D Preferred Stock has been determined based upon the forward cash flow of the contracts, discounted at credit-risk adjusted market rates.
	Derivative financial instruments – Derivative financial instruments, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815 Derivatives and Hedging, consist of financial instruments or other contracts that contain a notional amount and one or more underlying features (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.
	The Company generally does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company issued other financial instruments with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, these instruments are required to be carried as derivative liabilities at fair value in the Company’s financial statements. See Notes 7 and 8 for additional information.
	Redeemable preferred stock – Redeemable preferred stock (such as the Series D Preferred Stock, and any other redeemable financial instrument the Company may issue) is initially evaluated for possible classification as a liability under ASC 480 Financial Instruments with Characteristics of Both Liabilities and Equity. Redeemable preferred stock classified as a liability is recorded and carried at fair value. Redeemable preferred stock that does not, in its entirety, require liability classification, is evaluated for embedded features that may require bifurcation and separate classification as derivative liabilities under ASC 815. In all instances, the classification of the redeemable preferred stock host contract that does not require liability classification is evaluated for equity classification or mezzanine classification based upon the nature of the redemption features. Generally, any feature that could require cash redemption for matters not within the Company’s control, irrespective of probability of the event occurring, requires classification outside of stockholders’ equity. See Note 7 for further disclosures about the Company’s Series D Preferred Stock, which constitutes redeemable preferred stock.
	Fair value measurements - Fair value measurement requirements are embodied in certain accounting standards applied in the preparation of the Company’s financial statements. Significant fair value measurements resulted from the application of the fair value measurement guidance included in ASC 815 to the Company’s Series D Preferred Stock, and Warrants issued in December 2009 as described in Note 8, and ASC 718 Stock Compensation to the Company’s share based payment arrangements.
	ASC 815 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Standard applies under other accounting pronouncements that require or permit fair value measurements. ASC 815 further permits entities to choose to measure many financial instruments and certain other items at fair value. At this time, the Company does not intend to reflect any of its current financial instruments at fair value (except that the Company is required to carry derivative financial instruments at fair value). However, the Company will consider the appropriateness of recognizing financial instruments at fair value on a case by case basis as they arise in future periods.
Revenue Recognition	'
	The Company’s revenues are generated from projects subject to contracts requiring the Company to provide its services within specified time periods generally ranging up to twelve months. As a result, on any given date, the Company has projects in process at various stages of completion. Depending on the nature of the contract, revenue is recognized as follows: (i) on time and material service contracts, revenue is recognized as services are rendered; (ii) on fixed price retainer contracts, revenue is recognized on a straight-line basis over the term of the contract; and (iii) on certain fixed price contracts, revenue is recognized as certain key performance criteria are achieved. Incremental direct costs associated with the fulfillment of certain specific contracts are accrued or deferred and recognized proportionately to the related revenue. Provisions for anticipated losses on uncompleted projects are made in the period in which such losses are determined.
	The Company follows the guidance on “Reporting Revenue Gross as a Principal versus Net as an Agent” and “Income Statement Characterization of Reimbursements Received for “Out-of-Pocket” Expenses Incurred” issued by the FASB. Indicators identified by the Company for gross revenue reporting include the fact that the Company is the primary obligor in customer arrangements, the Company has discretion in supplier selection, and the Company has credit risk. Accordingly, the Company records its client reimbursements, including out-of-pocket expenses, as revenue on a gross basis.
Income Taxes	'
	The provision for income taxes includes federal, state and local income taxes that are currently payable. Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Net Income Per Share	'
	Basic earnings per share is based upon the weighted average number of common shares outstanding during the period, excluding restricted shares subject to forfeiture. Diluted earnings per share is computed on the same basis, including, if dilutive, common share equivalents, which include outstanding options, warrants, preferred stock, and restricted stock. For the three months ended June 30, 2014 and 2013, stock options to purchase approximately 70,000 shares of common stock were excluded from the calculation of diluted earnings per share as their inclusion would be anti-dilutive. The weighted average number of shares outstanding consists of:
		Three Months Ended
		June 30,
		2014	2013
	Basic	8,377,862	8,196,635
	Dilutive effect of:
	Options	1,259,450	1,219,930
	Restricted stock	15,850	104,927
	Warrants	2,454,816	2,454,344
	Series D preferred stock	5,319,149	5,319,149
	Diluted	17,427,127	17,294,985
Recent Accounting Standards Affecting the Company	'
	Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss
	Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
	In July, 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets.
	This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this ASU did not have a material impact on the Company’s operating results, financial position, or cash flows.
	Revenue from Contracts with Customers
	In May 2014, the FASB issued FASB ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this ASU 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. This ASU provides for one of two methods of transition: retrospective application to each prior period presented; or, recognition of the cumulative effect of retrospective application of the new standard in the period of initial application.
	This ASU is effective for fiscal years and interim periods beginning after December 15, 2016 and early application is not permitted. Management is currently assessing the impact the adoption this ASU will have on the Company’s operating results, financial position and cash flows.
	Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period
	In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force (EITF). The amendments in this ASU require that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition.
	The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and can be either applied prospectively or retrospectively. Earlier adoption is permitted. Management currently believes the adoption this ASU will not have a material impact on the Company’s operating results, financial position or cash flows.

3_Summary_of_Significant_Accou2

(3) Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Jun. 30, 2014
Accounting Policies [Abstract]	'
Schedule of the comparison of the carrying value and the fair value	'
			30-Jun-14		31-Mar-14
	Series D Preferred Stock (See Notes 5 and 7):
	Carrying Values		$	4,076,971	$	3,848,272
	Fair Values		$	15,909,593	$	8,128,451
Schedule of weighted average number of shares outstanding	'
		Three Months Ended
		June 30,
		2014	2013
	Basic	8,377,862	8,196,635
	Dilutive effect of:
	Options	-	1,219,930
	Restricted stock	-	104,927
	Warrants	-	2,454,344
	Series D preferred stock	-	5,319,149
	Diluted	8,377,862	17,294,985

5_Union_Capital_Financing_Tabl

(5) Union Capital Financing (Tables)	3 Months Ended
	Jun. 30, 2014
Union Capital Financing [Abstract]	'
Schedule of components of allocation and the related fair values	'
				Allocation
		Fair		Management
		Values	UCC	Buyers	Total
	Proceeds:
	Gross proceeds		$  4,265,000	$    735,000	$  5,000,000
	Closing costs		-325,000	--	-325,000
	Reimbursement of investor costs		-250,000		-250,000
	Net proceeds		$  3,690,000	$    735,000	$  4,425,000
	Allocation:
	Series D Preferred Stock	$  2,670,578	$  1,127,574	$    233,098	$    1,360,672
	Secured Notes	$  2,536,015	1,070,519	363,293	1,433,812
	Compound Embedded Derivatives:
	Series D Preferred Stock	$  1,116,595	949,106	167,489	1,116,595
	Secured Notes	$       28,049	23,842	4,207	28,049
	Warrants	$  1,225,680	518,959	183,852	702,811
	Compensation Expense		--	-216,939	-216,939
			$  3,690,000	$    735,000	$  4,425,000
Schedule of fair value assumptions derivative financial instrument	'
			Market or Calculated Inputs
	Assumption:	Level	June 30,	March 31,
			2014	2014
	Common stock trading market price	1	$2.63	$1.20
	Common stock trading volatility:
	Preferred Compound Embedded Derivative	1	53.18%--78.64%	33.25%--33.76%
	Preferred Compound Embedded Derivative (effective volatility)	3	67.89%	33.20%
	Warrant	1	--	--
	Credit-risk adjusted yields:
	Periods ranging from one to three years	2	3.46%--4.65%	6.13%--7.43%
	Effective risk-adjusted yield	3	3.60%	6.30%
	Terms (years):
	Preferred Compound Embedded Derivative (effective term)	3	1.038	0.665
Schedule of instruments that are measured at fair value on a recurring basis	'
	Fair Value Measurements as of June 30, 2014
			Total		Level 1		Level 2		Level 3
	Instruments:
	Compound Embedded Derivative	$	11,319,149	$	—	$	—	$	11,319,149
	Total Instruments	$	11,319,149	$	-	$	-	$	11,319,149
	Fair Value Measurements as of March 31, 2014
			Total		Level 1		Level 2		Level 3
	Instruments:
	Compound Embedded Derivative	$	3,686,170	$	-	$	-	$	3,686,170
	Total Instruments	$	3,686,170	$	-	$	-	$	3,686,170
Schedule of changes in level 3 instruments measured at fair value on a recurring basis	'
			Compound Embedded Derivative
	Balances at, March 31, 2014	$	3,686,170
	Fair value adjustments		7,632,979
	Balances at, June 30, 2014	$	11,319,149
	Balances at, March 31, 2013	$	4,664,894
	Fair value adjustments		-313,830
	Balances at, June 30, 2013	$	4,351,064

7_Redeemable_Preferred_Stock_T

(7) Redeemable Preferred Stock (Tables)	3 Months Ended
	Jun. 30, 2014
Equity [Abstract]	'
Schedule of redeemable preferred stock	'
		June 30,	March 31,
		2014	2014
	Series D Convertible Participating Preferred Stock, par value  $0.001, stated value $1.00, 2,500,000 shares designated,  2,500,000 shares issued and outstanding at June 30, 2014 and March 31, 2014; redemption and liquidation value $4,420,231 at June 30, 2014
		$4,076,971	$3,848,272

8_Derivative_Financial_Instrum1

(8) Derivative Financial Instruments (Tables)	3 Months Ended
	Jun. 30, 2014
Fair Value Disclosures [Abstract]	'
Schedule of the components of the CEDs and changes in fair value, using the techniques and assumptions	'
		Compound Embedded
		Derivative
	Balances at March 31, 2014	$       3,686,170
	Fair value adjustments	7,632,979
	Balances at June 30, 2014	$     11,319,149
	Balances at March 31, 2013	$       4,664,894
	Fair value adjustments	-313,830
	Balances at June 30, 2013	$     4,351,064

9_Accounting_for_StockBased_Co1

(9) Accounting for Stock-Based Compensation (Tables)	3 Months Ended
	Jun. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Schedule of option activity under all plans	'
				Weighted average remaining contractual term (years)
		Weighted average exercise price
			Number		Aggregate intrinsic value
			of
			options
	Balance at March 31, 2014	$0.78	3,082,097	6.68	$    1,294,481
	Granted	-	-
	Exercised	-	-
	Canceled	-	-
	Balance at June 30, 2014 (vested and expected to vest)
		$0.78	3,082,097	6.43	$5,701,879
	Exercisable at June 30, 2014	$0.50	1,911,572	5.78	$    4,071,648
Schedule of all non-vested stock activity	'
				Weighted average remaining contractual term (years)
		Weighted average grant date fair value
			Number		Aggregate intrinsic value
			of
			shares
	Unvested at March 31, 2014	$1.01	296,362	1.76	$355,634
	Awarded	-	-
	Vested	$0.97	-104,750
	Forfeited	$0.71	-5,000
	Unvested at June 30, 2014	$1.03	186,612	1.58	$490,790

3_Summary_of_Significant_Accou3

(3) Summary of Significant Accounting Policies (Details) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Carrying (Reported) Amount, Fair Value Disclosure [Member]	'	'
Series D Preferred Stock (See Notes 4 and 6)	$4,076,971	$3,848,272
Estimate Of Fair Value, Fair Value Disclosure [Member]	'	'
Series D Preferred Stock (See Notes 4 and 6)	$15,909,593	$8,128,451

3_Summary_of_Significant_Accou4

(3) Summary of Significant Accounting Policies (Detail 1)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Accounting Policies [Abstract]	'	'
Basic	8,377,862	8,196,635
Dilutive effect of:	'	'
Options	0	1,219,930
Restricted stock	0	104,927
Warrants	0	2,454,344
Series D preferred stock	0	5,319,149
Diluted	8,377,862	17,294,985

3_Summary_of_Significant_Accou5

(3) Summary of Significant Accounting Policies (Details Narrative) (Stock Options)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Stock Options	'	'
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]	'	'
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	9,049,265	70,000

4_LongTerm_Investment_Details_

(4) Long-Term Investment (Details Narrative) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Long-term Investments [Abstract]	'	'
Ownership percentage acquire by company on cost accounting method	7.30%	'
Long-term investments	$187,487	$187,487
Additional investments	$37,487	'

5_Union_Capital_Financing_Deta

(5) Union Capital Financing (Details) (USD $)	3 Months Ended
	Jun. 30, 2014
Allocation To U C C [Member]	'
Proceeds:	'
Gross proceeds	$4,265,000
Closing costs	-325,000
Reimbursement of investor costs	-250,000
Net proceeds	3,690,000
Allocation:	'
Series D Preferred Stock	1,127,574
Secured Notes	1,070,519
Compound Embedded Derivatives:	'
Series D Preferred Stock	949,106
Secured Notes	23,842
Warrants	518,959
Compensation expense	0
Aggregate totals of financing	3,690,000
Allocation To Management Buyers [Member]	'
Proceeds:	'
Gross proceeds	735,000
Closing costs	0
Reimbursement of investor costs	0
Net proceeds	735,000
Allocation:	'
Series D Preferred Stock	233,098
Secured Notes	363,293
Compound Embedded Derivatives:	'
Series D Preferred Stock	167,489
Secured Notes	4,207
Warrants	183,852
Compensation expense	-216,939
Aggregate totals of financing	735,000
Total [Member]	'
Proceeds:	'
Gross proceeds	5,000,000
Closing costs	-325,000
Reimbursement of investor costs	-250,000
Net proceeds	4,425,000
Allocation:	'
Series D Preferred Stock	1,360,672
Secured Notes	1,433,812
Compound Embedded Derivatives:	'
Series D Preferred Stock	1,116,595
Secured Notes	28,049
Warrants	702,811
Compensation expense	-216,939
Aggregate totals of financing	4,425,000
Portion At Fair Value, Fair Value Disclosure [Member]	'
Proceeds:	'
Gross proceeds	0
Closing costs	0
Reimbursement of investor costs	0
Net proceeds	0
Allocation:	'
Series D Preferred Stock	2,670,578
Secured Notes	2,536,015
Compound Embedded Derivatives:	'
Series D Preferred Stock	1,116,595
Secured Notes	28,049
Warrants	1,225,680
Compensation expense	0
Aggregate totals of financing	$0

5_Union_Capital_Financing_Deta1

(5) Union Capital Financing (Details 1) (USD $)	3 Months Ended	12 Months Ended
	Jun. 30, 2014	Mar. 31, 2014
Fair Value, Inputs, Level 1 [Member] | Warrant [Member]	'	'
Common stock trading volatility	0.00%	0.00%
Series D Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member]	'	'
Common stock trading market price	2.63	1.2
Series D Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member] | Minimum [Member]	'	'
Common stock trading volatility	53.18%	33.25%
Series D Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member] | Maximum [Member]	'	'
Common stock trading volatility	78.64%	33.76%
Series D Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member]	'	'
Common stock trading volatility	67.89%	33.20%
Credit-risk adjusted yields:	3.60%	6.30%
Terms (years)	'1 year 14 days	'8 months 8 days
Series D Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | Minimum [Member]	'	'
Credit-risk adjusted yields:	3.46%	6.13%
Series D Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | Maximum [Member]	'	'
Credit-risk adjusted yields:	4.65%	7.43%

5_Union_Capital_Financing_Deta2

(5) Union Capital Financing (Details 2) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Instruments:	'	'
Compound Embedded Derivative	$11,319,149	$3,686,170
Total Instruments	11,319,149	3,686,170
Fair Value, Inputs, Level 1 [Member]	'	'
Instruments:	'	'
Compound Embedded Derivative	0	0
Total Instruments	0	0
Fair Value, Inputs, Level 2 [Member]	'	'
Instruments:	'	'
Compound Embedded Derivative	0	0
Total Instruments	0	0
Fair Value, Inputs, Level 3 [Member]	'	'
Instruments:	'	'
Compound Embedded Derivative	11,319,149	3,686,170
Total Instruments	$11,319,149	$3,686,170

5_Union_Capital_Financing_Deta3

(5) Union Capital Financing (Details 3) (Embedded Derivative Financial Instruments [Member], USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Embedded Derivative Financial Instruments [Member]	'	'
Fair Value Liabilities Measured On Recurring Basis Obligations [Roll Forward]	'	'
Balances	$3,686,170	$4,664,894
Fair value adjustments	7,632,979	-313,830
Balances	$11,319,149	$4,351,064

7_Redeemable_Preferred_Stock_D

(7) Redeemable Preferred Stock (Details) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Equity [Abstract]	'	'
Series D Convertible Participating Preferred Stock, par value $0.001, stated value $1.00, 2,500,000 shares designated, 2,500,000 shares issued and outstanding at June 30, 2014 and March 31, 2014; redemption and liquidation value $4,420,231 at June 30, 2014	$4,076,971	$3,848,272

7_Redeemable_Preferred_Stock_D1

(7) Redeemable Preferred Stock (Details) - (Parentheticals) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Equity [Abstract]	'	'
Series D convertible participating preferred stock par value (in dollars per share)	$0.00	$0.00
Series D convertible participating preferred stock stated value (in dollars per share)	$1	$1
Series D Convertible Participating Preferred Stock, shares designated	2,500,000	2,500,000
Redeemable Series D Convertible Participating Preferred Stock, issued shares	2,500,000	2,500,000
Redeemable Series D Convertible Participating Preferred Stock, outstanding shares	2,500,000	2,500,000
Series D Convertible Participating Preferred Stock, redemption and liquidation value (in dollars)	$4,420,231	$4,420,231

7_Redeemable_Preferred_Stock_D2

(7) Redeemable Preferred Stock (Details Narrative) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Mar. 31, 2014
Equity [Abstract]	'	'	'
Temporary equity, redemption price per share (in dollars per share)	$1	'	$1
Temporary equity, accretion of interest	$228,699	$142,075	'

8_Derivative_Financial_Instrum2

(8) Derivative Financial Instruments (Details) (Embedded Derivative Financial Instruments [Member], USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Embedded Derivative Financial Instruments [Member]	'	'
Beginning Balance	$3,686,170	$4,664,894
Fair value adjustments	7,632,979	-313,830
Ending Balance	$11,319,149	$4,351,064

9_Accounting_for_StockBased_Co2

(9) Accounting for Stock-Based Compensation (Details) (USD $)	3 Months Ended
	Jun. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Weighted average exercise price, Balance (in dollars per share)	$0.78
Weighted average exercise price, Granted (in dollars per share)	$0
Weighted average exercise price, Exercised (in dollars per share)	$0
Weighted average exercise price, Canceled (in dollars per share)	$0
Weighted average exercise price, Balance (vested and expected to vest) (in dollars per share)	$0.78
Weighted average exercise price, Exercisable at June 30, 2014 (in dollars per share)	$0.78
Number of options, Balance (in shares)	3,082,097
Number of options, Granted (in shares)	0
Number of options, Exercised (in shares)	0
Number of options, Canceled (in shares)	0
Number of options, Balance (vested and expected to vest) (in shares)	3,082,097
Number of options, Exercisable at June 30, 2014 (in shares)	1,911,572
Weighted average remaining contractual term, Beginning	'6 years 8 months 5 days
Weighted average remaining contractual term, Ending	'6 years 5 months 5 days
Weighted average remaining contractual term, Exercisable at June 30, 2014	'5 years 9 months 11 days
Aggregate intrinsic value, Balance (in dollars)	$1,294,481
Aggregate intrinsic value, Balance (vested and expected to vest) (in dollars)	5,701,879
Aggregate intrinsic value, Exercisable at June 30, 2014 (in dollars)	$4,071,648

9_Accounting_for_StockBased_Co3

(9) Accounting for Stock-Based Compensation (Details 1) (USD $)	3 Months Ended
	Jun. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Weighted average grant date fair value, unvested (in dollars per share)	$1.01
Weighted average grant date fair value, Awarded (in dollars per share)	$0
Weighted average grant date fair value, Vested (in dollars per share)	$0.97
Weighted average grant date fair value, Forfeited (in dollars per share)	$0.71
Weighted average grant date fair value, unvested (in dollars per share)	$1.03
Number of shares, unvested (in shares)	296,362
Number of shares, Awarded (in shares)	0
Number of shares, Vested (in shares)	-104,750
Number of shares, Forfeited (in shares)	-5,000
Number of shares, unvested (in shares)	186,612
Weighted average remaining contractual term unvested, Beginning	'1 year 9 months 4 days
Weighted average remaining contractual term unvested, Ending	'1 year 6 months 29 days
Aggregate intrinsic value, unvested (in dollars), beginning	$355,634
Aggregate intrinsic value, unvested (in dollars), ending	$490,790

9_Accounting_for_StockBased_Co4

(9) Accounting for Stock-Based Compensation (Details Narrative) (USD $)	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2014	Jun. 30, 2014	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014
			Long Term Incentive Plan 2002 [Member]	Equity Incentive Plan 2010 [Member]	Stock Options	Stock Options	Warrant [Member]	Warrant [Member]	Restricted Stock [Member]	Restricted Stock [Member]	Outside of Company's 2002 and 2010 Plans
Share-based compensation arrangement by share-based payment award, options, outstanding, number	3,082,097	3,082,097	70,000	2,412,097	'	'	'	'	'	'	'
Share-based compensation arrangement by share-based payment award, number of shares available for grant	'	'	'	66,966	'	'	'	'	'	'	'
Employee service share-based compensation,total compensation cost not yet recognized	'	'	'	'	$113,360	'	'	'	$137,387	'	'
Employee service share-based compensation, total compensation cost not yet recognized, period for recognition	'	'	'	'	'4 years 4 months 2 days	'	'	'	'1 year 6 months 29 days	'	'
Total compensation cost for outstanding option awards and stock awards	'	'	'	'	161,968	39,747	'	'	28,531	69,333	'
Class of warrant or right, outstanding	'	'	'	'	'	'	2,456,271	2,456,271	'	'	'
Class of warrant or right, exercise price of warrants or rights (in dollars per Item)	'	'	'	'	'	'	$0.00	$0.00	'	'	'
Aggregate intrinsic value of the warrants outstanding	'	'	'	'	'	'	6,457,536	2,945,069	'	'	'
Cumulative shares of restricted stock awarded	'	'	1,179,556	376,500	'	'	'	'	'	'	189,767
Aggregate fair value of restricted shares granted	'	'	'	'	'	'	'	'	$2,651,323	'	'

10_Concentrations_Details_Narr

(10) Concentrations (Details Narrative) (USD $)	3 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Mar. 31, 2014	Mar. 31, 2013
Sales from major customer, amount	$35,841,984	$30,801,150	'	'
First Major Customer [Member]	'	'	'	'
Sales from major customer, amount	22,728,000	19,533,000	'	'
Concentration risk, percentage	63.00%	63.00%	'	'
Second Largest Customer [Member]	'	'	'	'
Sales from major customer, amount	'	3,985,000	'	'
Concentration risk, percentage	'	13.00%	'	'
Accounts Receivable [Member] | First Major Customer [Member]	'	'	'	'
Sales from major customer, amount	10,939,000	2,690,000	9,171,000	5,802,000
Accounts Receivable [Member] | Second Largest Customer [Member]	'	'	'	'
Sales from major customer, amount	'	$1,655,000	'	$1,783,000