Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2015 | Nov. 10, 2014 | |
Document And Entity Information | ||
Entity Registrant Name | AMERI Holdings, Inc. | |
Entity Central Index Key | 890,821 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | true | |
Amendment Description | The context date for the Shares Outstanding in the XBRL is corrected. | |
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 | 15,409,999 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,015 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Mar. 31, 2015 |
Current Assets: | ||
Cash and Cash Equivalents | $ 4,377,590 | $ 825,621 |
Accounts receivable | 4,683,596 | 2,981,574 |
Other Current Assets | 266,747 | 180,622 |
Total Current Assets | $ 9,327,933 | 3,987,817 |
Investments | 340,000 | |
Fixed assets - net | $ 30,221 | 29,906 |
Intangible assets - net | 1,072,165 | 100,000 |
Security deposit | 6,250 | 3,750 |
Total Assets | 10,436,569 | $ 4,461,473 |
Current Liabilities: | ||
Convertible notes | 5,000,000 | |
Accounts Payable | 3,426,992 | $ 2,936,608 |
Other current liabilities | 442,524 | 146,791 |
Taxes payable | 448,707 | 405,218 |
Total Current Liabilities | $ 9,318,223 | $ 3,488,617 |
Stockholders' Equity (Deficit): | ||
Preferred shares, $.01 par value, 1,000,000 shares authorized, none issued and outstanding | ||
Common shares, $.01 par value, 300,000,000 shares authorized, 11,639,066 and 9,992,828 issued and outstanding as at June 30, 2015 and March 31, 2015, respectively | $ 116,390 | $ 99,928 |
Additional Paid-In Capital | 53,131 | 35,072 |
Retained earnings | 948,825 | 837,856 |
Total Stockholders' Equity (Deficit) | 1,118,346 | 972,856 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 10,436,569 | $ 4,461,473 |
UNAUDITED CONDENSED CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Mar. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, authorized shares | 1,000,000 | 1,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, issued shares | 11,639,066 | 9,992,828 |
Preferred stock, par value | $ 1,000,000 | $ 1,000,000 |
Common stock, outstanding shares | 11,639,066 | 9,992,828 |
UNAUDITED CONDENSED CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||
Net revenue | $ 3,930,938 | $ 3,993,326 |
Cost of revenue | 2,948,275 | 2,913,348 |
Gross profit | 982,663 | 1,079,978 |
Operating expenses: | ||
Selling, general and administration expenses | 489,719 | $ 504,805 |
Merger and acquisition cost | 304,924 | |
Operating income before other income / (expenses): | 188,020 | $ 575,173 |
Interest expense | (25,542) | |
Depreciation and amortization | (8,048) | $ (8,572) |
Interest income | 28 | |
Net income before income tax | 154,458 | $ 566,601 |
Income tax expense | (43,489) | (158,236) |
Net and comprehensive income for the period | $ 110,969 | $ 408,365 |
Basic income (loss) per share | $ 0.01 | $ 0.04 |
Diluted income (loss) per share | $ 0.01 | $ 0.04 |
Basic weighted average number of shares | 11,055,189 | 9,992,828 |
Diluted weighted average number of shares | 16,666,101 | 9,992,828 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 110,969 | $ 408,365 |
Adjustment to reconcile net income to net cash provided by (used in) operating activities | ||
Depreciation and amortization | 8,048 | 8,572 |
Changes in assets and liabilities: | ||
Accounts receivable | (1,702,022) | (637,391) |
Other current assets | (86,125) | (341,686) |
Security deposit | (2,500) | (3,750) |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | 490,384 | 353,399 |
Other current liabilities | 295,733 | 286,906 |
Taxes payable | 43,425 | 158,235 |
Net cash provided by (used in) operating activities | (842,024) | 232,650 |
Cash flows from investing activities: | ||
Purchase of fixed assets | (2,113) | (35,296) |
Increase in intangibles | (978,415) | $ (125,000) |
Investments | 340,000 | |
Net cash provided by (used in) investing activities | (640,528) | $ (160,296) |
Cash flows from financing activities: | ||
Proceeds from issue of convertible note | 5,000,000 | |
Issuance of capital | 34,521 | $ 125,000 |
Net cash provided by financing activities | 5,034,521 | 125,000 |
Net increase (decrease) in cash and cash equivalents | 3,551,969 | 197,354 |
Cash at the beginning of the year | 825,621 | 374,706 |
Cash at the end of the year | 4,377,590 | $ 572,060 |
Supplementary disclosure of cash flows information | ||
Interest | $ 542 | |
Income taxes | $ 26,405 | |
Issuance of restricted stock awards | $ 2,039 |
1 ORGANIZATION
1 ORGANIZATION | 3 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1 ORGANIZATION | 1. ORGANIZATION: AMERI HOLDINGS, Inc. ("AMERI", the "Company", "we", or "our") is a strategic consulting firm that brings a synergistic blend of classic consulting and product-based consulting services to its customer base. Headquartered in Princeton, New Jersey, we typically go to market both vertically by industry and horizontally by product/technology specialties and provide our customers with a wide range of business and technology offerings. We work with customers, primarily within North America, to improve process, reduce costs and increase revenue through the judicious use of technology. In this Quarterly Report on Form 10-Q (the "Form 10-Q"), we use the terms "AMERI," "AMERI HOLDINGS," "we," "our Company," "the Company," "our" and "us" to refer to AMERI HOLDINGS, Inc. and its wholly-owned subsidiaries, which are described in on the Current Report Form 8-K as filed with the Securities and Exchange Commission (the "SEC") on June 1, 2015 (the "June 2015 Form 8-K"). On May 26, 2015, we completed a "reverse merger" transaction, in which we caused Ameri100 Acquisition, Inc., a Delaware corporation and our newly-created, wholly-owned subsidiary, to be merged with and into Ameri and Partners Inc. (dba Ameri100), a Delaware corporation ("Ameri & Partners") (the "Merger"). As a result of the Merger, Ameri & Partners became our wholly-owned subsidiary with Ameri & Partners' former stockholders acquiring a majority of the outstanding shares of our common stock. The Merger was consummated under Delaware law, pursuant to an Agreement of Merger and Plan of Reorganization, dated as of May 26, 2015 (the "Merger Agreement"). Immediately prior to the closing of the Merger, we changed our corporate name to AMERI Holdings, Inc. from our previous name Spatializer Audio Laboratories, Inc. Our trading symbol on the OTCQB marketplace was changed to "AMRH" from "SPZR." As a result of the Merger, we are now a next generation technology-management solutions firm. We have built products and services to assist Global 2000 companies by architecting and delivering the best technology solutions enabling customers to transform their business processes. We have built a new method of measuring the effectiveness of technology deployments across large and medium size companies. Through acquisitions, we have built deep consulting expertise in business process management and enterprise resource planning particularly surrounding SAP software and technology. |
2 BASIS OF PRESENTATION
2 BASIS OF PRESENTATION | 3 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2 BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated financial statements have been prepared by AMERI pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in June 2015 Form 8-K. The results of operations for the three months ended June 30, 2015 are not necessarily indicative of the results to be expected for any future period or the full fiscal year. Our revenue and earnings may fluctuate from quarter-to-quarter based on factors within and outside our control, including variability in demand for information technology professional services, the length of the sales cycle associated with our service offerings, the number, size and scope of our projects and the efficiency with which we utilize our employees. Substantially all of our revenue is generated within North America. Other comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. |
3 BUSINESS COMBINATIONS
3 BUSINESS COMBINATIONS | 3 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
3 BUSINESS COMBINATIONS | 3. BUSINESS COMBINATIONS: Acquisition of Linear Logic Corporation: The Company determined the total allocable purchase price consideration to be $1.05 million. Purchase consideration is broken down into three parts namely, 1/3 cash, 1/3 stock, and 1/3 earn out. Out of the purchase consideration, $1 million was agreed to be paid in three instalments, 34% of which was paid at the time of signing the agreement, 33% was paid in May 2015 and final 33% to be paid in Jan 2016. An earnout agreement was entered into in connection with the Linear Acquisition under which the former Linear shareholders are eligible to receive additional contingent consideration. Earnout consideration to be paid, if any, to Linear will be based upon the achievement of certain performance measures (and is not impacted by continued employment status) over two consecutive twelve-month earnout periods, concluding on April 1, 2017. In connection with the Linear Acquisition, the Company made certain estimates related to the fair value of assets acquired, liabilities assumed, contingent earnout consideration and identified intangibles. The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The allocation of the purchase price was as follows: Total (In Thousands) Accounts receivable $ 140,101 Cash and cash equivalents 317,970 Rent Deposits 2,500 Accounts payable and accrued expenses (219,968 ) Products 814,522 Total purchase price $ 1,055,125 The Linear Acquisition was accounted for as a purchase transaction, and accordingly, the results of operations, commencing April 1, 2015, are included in the Company's accompanying consolidated statement of income. |
4 REVENUE RECOGNITION
4 REVENUE RECOGNITION | 3 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
4 REVENUE RECOGNITION | 4. REVENUE RECOGNITION: The Company recognizes revenue primarily through the provision of consulting services. We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter into generally fall into two specific categories: time and materials and fixed-price. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 60 days from invoice date. When a customer enters into a time and materials, fixed-price or a periodic retainer-based contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence ("VSOE") of the value for each deliverable. The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed. Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No losses were recognized on contracts during the three- or six-month periods ended June 30, 2015 or 2014. |
6 INCOME TAXES
6 INCOME TAXES | 3 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
6 INCOME TAXES | 6. INCOME TAXES: The Company recorded a tax provision (benefit) of $43 thousand and $158 thousand for the three month periods ended June 30, 2015 and 2014, respectively. The reported tax provision (benefit) for the three month periods ended June 30, 2015 and 2014 are based upon an estimated annual effective tax rate of 28% and 28%, respectively. The effective tax rates reflected our combined federal and state income tax rates and the recognition of U.S. deferred tax liabilities for differences between the book and tax basis of goodwill. We assess the realizability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. The periodic assessment of the net carrying value of our deferred tax assets under the applicable accounting rules is highly judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. Since this evaluation requires consideration of events that may occur some years into the future, there is significant judgment involved, and our conclusion could be materially different should certain of our expectations not transpire. As of both June 30, 2015 and March 31, 2015, no deferred tax asset valuation allowance balance was recorded. We have reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. As of June 30, 2015, the gross amount of unrecognized tax benefits exclusive of interest and penalties was zero. We have identified no other uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the twelve months ending June 30, 2016. We remain subject to examination until the statute of limitations expires for each respective tax jurisdiction. |
7 INTANGIBLE ASSETS
7 INTANGIBLE ASSETS | 3 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
7 INTANGIBLE ASSETS | 7. INTANGIBLE ASSETS We amortize our intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization expense was $6,250 and $6,250 during the three month periods ended June 30, 2015 and 2014, respectively. This amortization expense relates to customer lists, which expire through 2019. Estimated annual amortization expense (including amortization expense associated with capitalized software costs) for the current year and the following four years ending March 31, is as follows: Amortization Expense (In Thousands) 2016 $25 2017 $25 2018 $25 2019 $18 As part of the Linear acquisition, the company acquired two products namely, Simple APO and IBP. The product was valued on the basis of the expected cash flow that will generated over its useful life. An amount of $814,522 has been recognised under Intangible assets. The acquired products are undergoing further enhancements and hence has not been subjected to amortization. The amortization for the products will commence once it is ready for use. Apart from this, the company had its own product namely, Langer Index for which we are designing an App. Cost incurred for building the App during the period ended June 30, 2015 was $ 163,893. |
8 ACCRUED EXPENSES AND OTHER LI
8 ACCRUED EXPENSES AND OTHER LIABILITIES: | 3 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
8 ACCRUED EXPENSES AND OTHER LIABILITIES: | 8. ACCRUED EXPENSES AND OTHER LIABILITIES: Accrued expense and other liabilities as of June 30, 2015 consisted of the following: June 30, 2015 Accrued bonuses $ 18,000 Audit Fee Payable 7,500 Accrued payroll related liabilities 7,024 Other accrued expenses 55,000 Acquisition Instalment Payable 330,000 Total $ 442,524 |
9 FAIR VALUE MEASUREMENT
9 FAIR VALUE MEASUREMENT | 3 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
9 FAIR VALUE MEASUREMENT | 9. FAIR VALUE MEASUREMENT: We utilize the following valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability's classification within the hierarchy is determined based upon the lowest level input that is significant to the fair value measurement. As of June 30, 2015 our financial assets and liabilities required to be measured on a recurring basis were our money market investments. The following table represents the Company's fair value hierarchy for its financial assets and liabilities required to be measured on a recurring basis: Basis of Fair Value Measurements Balance Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In Thousands) Balance at June 30, 2015: Financial assets: Money market investment $ 93 $ 93 $ $ Total financial assets $ 93 $ 93 $ $ No financial instruments were transferred into or out of Level 3 classification during the three month periods ended June 30, 2015 and 2014. |
10 NET INCOME (LOSS) PER SHARE
10 NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
10 NET INCOME (LOSS) PER SHARE | 10. NET INCOME (LOSS) PER SHARE A reconciliation of net income and weighted average shares used in computing basic and diluted net income per share is as follows: Three Months Ended June 30, 2015 2014 (In Thousands, Except Per Share Data) Basic net income (loss) per share: Net income (loss) applicable to common shares $ 111 $ 408 Weighted average common shares outstanding 11,055 9,992 Basic net income (loss) per share of common stock $ 0.01 $ 0.04 Diluted net income (loss) per share: Net income (loss) applicable to common shares $ 111 $ 408 Weighted average common shares outstanding 11,055 9,992 Dilutive effects of convertible debt, stock options and warrants 5,611 - Weighted average common shares, assuming dilutive effect of stock options 16,666 9,992 Diluted net income (loss) per share of common stock $ 0.01 $ 0.04 Share-based awards, inclusive of all grants made under the Company's equity plans, for which either the stock option exercise price or the fair value of the restricted share award exceeds the average market price over the period, have an anti-dilutive effect on earnings per share, and accordingly, are excluded from the diluted computations for all periods presented. As of June 30, 2015, there were approximately one hundred thousand share-based awards outstanding, respectively, under the Company's equity plans. Following the closing of the Merger and the Private Placement, the Board approved the grant of stock options to purchase a total of 100,000 shares of our restricted stock units, consisting of initial grants of stock options to purchase 25,000 shares of restricted stock units to each of the four independent directors. The stock options vest on the first anniversary of the grant date and are exercisable at $2.00 per share, which is in excess of the intrinsic common stock price per share in the Private Placement. |
11 COMMITMENTS AND CONTINGENCIE
11 COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
11 COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES Operating Lease The Company's principal facility is located in Princeton, New Jersey. The Company also leases office space in various locations with expiration dates between 2015 and 2018. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance, maintenance costs or defined rent increases. All of Company's leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $10,812 and $3,312 for the three months ended June 30, 2015 and 2014.The increase is due to additional office spaces that was added due to acquisition of Linear Logics Corp. The Company has entered into an operating lease for its office facility expiring through July 2017. The future minimum rental payments under these lease agreements are as follows: Years ending March 31, (In Thousands) 2016 $ 60 2017 60 2018 20 Total $ 140 |
3 BUSINESS COMBINATIONS (Tables
3 BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Fair value allocation of the purchase price | Total (In Thousands) Accounts receivable $ 140,101 Cash and cash equivalents 317,970 Rent Deposits 2,500 Accounts payable and accrued expenses (219,968 ) Products 814,522 Total purchase price $ 1,055,125 |
7 INTANGIBLE ASSETS (Tables)
7 INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated annual amortization expense | Amortization Expense (In Thousands) 2016 $25 2017 $25 2018 $25 2019 $18 |
8 ACCRUED EXPENSES AND OTHER 18
8 ACCRUED EXPENSES AND OTHER LIABILITIES: (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued expense and other liabilities | June 30, 2015 Accrued bonuses $ 18,000 Audit Fee Payable 7,500 Accrued payroll related liabilities 7,024 Other accrued expenses 55,000 Acquisition Instalment Payable 330,000 Total $ 442,524 |
9 FAIR VALUE MEASUREMENT (Table
9 FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair value hierarchy | Basis of Fair Value Measurements Balance Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In Thousands) Balance at June 30, 2015: Financial assets: Money market investment $ 93 $ 93 $ $ Total financial assets $ 93 $ 93 $ $ |
10 NET INCOME (LOSS) PER SHARE
10 NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Reconciliation of net income and weighted average shares | Three Months Ended June 30, 2015 2014 (In Thousands, Except Per Share Data) Basic net income (loss) per share: Net income (loss) applicable to common shares $ 111 $ 408 Weighted average common shares outstanding 11,055 9,992 Basic net income (loss) per share of common stock $ 0.01 $ 0.04 Diluted net income (loss) per share: Net income (loss) applicable to common shares $ 111 $ 408 Weighted average common shares outstanding 11,055 9,992 Dilutive effects of convertible debt, stock options and warrants 5,611 - Weighted average common shares, assuming dilutive effect of stock options 16,666 9,992 Diluted net income (loss) per share of common stock $ 0.01 $ 0.04 |
11 COMMITMENTS AND CONTINGENC21
11 COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum rental payments under these lease agreements | Years ending March 31, (In Thousands) 2016 $ 60 2017 60 2018 20 Total $ 140 |
3 BUSINESS COMBINATIONS - 3 Fai
3 BUSINESS COMBINATIONS - 3 Fair value allocation of the purchase price (Details) | Jun. 30, 2015USD ($) |
Business Combinations [Abstract] | |
Accounts receivable | $ 140,101 |
Cash and cash equivalents | 317,970 |
Rent Deposits | 2,500 |
Accounts payable and accrued expenses | (219,968) |
Products | 814,522 |
Total purchase price | $ 1,055,125 |
6 INCOME TAXES (Details Narrati
6 INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Tax provision (benefit) | $ 43,489 | $ 158,236 |
7 INTANGIBLE ASSETS - Estimated
7 INTANGIBLE ASSETS - Estimated annual amortization expense (Details) | Jun. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 25 |
2,017 | 25 |
2,018 | 25 |
2,019 | $ 18 |
7 INTANGIBLE ASSETS (Details Na
7 INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense of intangible assets | $ 6,250 | $ 6,250 |
Intangible assets of acquisition | $ 814,522 | |
Cost of building an App | 163,893 |
8 ACCRUED EXPENSES AND OTHER 26
8 ACCRUED EXPENSES AND OTHER LIABILITIES: - Accrued expense and other liabilities (Details) | Jun. 30, 2015USD ($) |
Payables and Accruals [Abstract] | |
Accrued bonuses | $ 18,000 |
Audit Fee Payable | 7,500 |
Accrued payroll related liabilities | 7,024 |
Other accrued expenses | 55,000 |
Acquisition Instalment Payable | 330,000 |
Total | $ 442,524 |
9 FAIR VALUE MEASUREMENT - Fair
9 FAIR VALUE MEASUREMENT - Fair value hierarchy (Details) | Jun. 30, 2015USD ($) |
Fair Value, Inputs, Total [Member] | |
Financial assets: | |
Money market investment | $ 93 |
Total financial assets | 93 |
Fair Value, Inputs, Level 1 [Member] | |
Financial assets: | |
Money market investment | 93 |
Total financial assets | $ 93 |
Fair Value, Inputs, Level 2 [Member] | |
Financial assets: | |
Money market investment | |
Total financial assets | |
Fair Value, Inputs, Level 3 [Member] | |
Financial assets: | |
Money market investment | |
Total financial assets |
10 NET INCOME (LOSS) PER SHAR28
10 NET INCOME (LOSS) PER SHARE - Reconciliation of net income and weighted average shares (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Basic net income (loss) per share: | ||
Net income (loss) applicable to common shares | $ 111 | $ 408 |
Weighted average common shares outstanding | $ 11,055 | $ 9,992 |
Basic net income (loss) per share of common stock | $ 0.01 | $ 0.04 |
Diluted net income (loss) per share: | ||
Net income (loss) applicable to common shares | $ 111 | $ 408 |
Weighted average common shares outstanding | 11,055 | $ 9,992 |
Dilutive effects of convertible debt, stock options and warrants | 5,611 | |
Weighted average common shares, assuming dilutive effect of stock options | $ 16,666 | $ 9,992 |
Diluted net income (loss) per share of common stock | $ 0.01 | $ 0.04 |
10 NET INCOME (LOSS) PER SHAR29
10 NET INCOME (LOSS) PER SHARE (Details Narrative) - Jun. 30, 2015 - shares | Total |
Accounting Policies [Abstract] | |
Number of shares of restricted stock units outstanding | 100,000 |
Number of shares of restricted stock units to each of the four independent directors. | 25,000 |
11 COMMITMENTS AND CONTINGENC30
11 COMMITMENTS AND CONTINGENCIES - Future minimum rental payments under these lease agreements (Details) | Jun. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 60 |
2,017 | 60 |
2,018 | 20 |
Total | $ 140 |
11 COMMITMENTS AND CONTINGENC31
11 COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense 2015 | $ 10,812 | $ 3,312 |