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Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]
Basis of Presentation – The consolidated financial statements include the accounts of NeoMedia Technologies, Inc. and our wholly-owned subsidiary (collectively herein referred to as “NeoMedia,” the “Company,” “we,” “us,” “our,” and similar terms). We operate as one reportable segment. All intercompany accounts, transactions and profits have been eliminated in consolidation.
Use of Estimates, Policy [Policy Text Block]
Use of Estimates – The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in facts and circumstances may result in revised estimates, which are recorded in the period in which they become known.
Going Concern [Policy Text Block]
Going Concern – We have historically incurred operating losses, and we may continue to generate negative cash flows as we implement our business plan for 2015. There can be no assurance that our continuing efforts to execute our business plan will be successful and that we will be able to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. Our net loss for theyear ended December 31, 2014 was $2.4 million as compared to net income of $28.5 million for the year ended December 31, 2013. The operating results for the year ended December 31, 2014 included $3.3 million of net losses related to financing instruments and net gain of $4.2 million, from a gain on extinguishment of debt and the operating results for the year ended December 31, 2013 included $26.7 million of net gains related to financing instruments.
 
Net cash used in operations during the years ended December 31, 2014 and 2013 was $0.4 million in each period. As of December 31, 2014, we have an accumulated deficit of $239.4 million. We also have a working capital deficit of $39.2 million, including $37.4 million in current liabilities for our derivative and debenture financing instruments which are due August 1, 2015 and for which we do not have the necessary capital to re-pay.
  
We currently do not have sufficient cash or commitments for financing to sustain our operations for the next twelve months if we are unable to generate sufficient cash flows from operations. Our plan continues to be to develop new client and customer relationships and substantially increase our revenue derived from our products/services and IP licensing. If our revenues do not reach the level anticipated in our plan, we may require additional financing in order to execute our operating plan. If additional financing is required, we cannot predict whether this additional financing will be in the form of equity, debt, or another form, and we may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that we are unsuccessful in increasing our revenues and profits, we may be unable to implement our current plans for expansion, repay our debt obligations or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition and results of operations.
 
The convertible debentures and preferred stock used to finance the Company, which may be converted into common stock at the sole option of the holders, have a highly dilutive impact when they are converted, greatly increasing the number of shares of common stock outstanding. During 2014, there were 3,834 million shares of common stock issued for these conversions. We cannot predict if or when each holder may or may not elect to convert into shares of common stock.
Revisions to 2013 Interim Reporting [Policy Text Block]
Restatement to 2013 Reporting – As noted above and disclosed initially in our Periodic Report on Form 8-K on July 29, 2014, during the year ended December 31, 2013, for fair value accounting of the derivative financial instruments and debentures payable, we reassessed the valuation techniques used to estimate the liability fair values. Based on the assessment, including discussions with the third-party valuation firm assisting us with the calculation, we determined that the valuation technique should be modified to consider the potentially dilutive impact on the stock price resulting from the issuance of additional shares of common stock upon the conversion of the instruments as well as the resulting value in comparison to our market capitalization.
 
As filed on our From 10-K/A on September 19, 2014, we restated our December 31, 2013 Balance Sheet as it pertains to the Fair Value of our Warrants, Preferred Series C & D and Convertible Debentures to amounts as stated below from how they were reported as of December 31, 2013 in our 10-K (in thousands): 
 
 
 
December 31, 2013
(as previously reported)
 
Adjustments
 
December 31, 2013
(Restated)
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Financial Instruments – warrants
 
$
684
 
$
(64)
 
$
620
 
Derivative Financial Instruments – Series C and D
 
$
23,606
 
$
(23,310)
 
$
296
 
Debentures payable – carried at fair value
 
$
257,451
 
$
(219,201)
 
$
38,250
 
Total Liabilities
 
$
284,576
 
$
(242,575)
 
$
42,001
 
Accumulated Deficit
 
$
(479,485)
 
$
242,575
 
$
(236,910)
 
Total shareholders’ deficit
 
$
(284,435)
 
$
242,575
 
$
(41,860)
 
 
The table below reflects the changes in restating the statement of operations for the year ended December 31, 2013 (in thousands):
 
 
 
Year Ended December
31, 2013
(as previously reported)
 
Adjustments
 
Year Ended December 31, 
2013 
(Restated)
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of hybrid financial instruments
 
$
(197,392)
 
$
219,201
 
$
21,809
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of derivative liability – warrants
 
$
3,003
 
$
64
 
$
3,067
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of derivative liability – Series C & D
 
$
(21,469)
 
$
23,310
 
$
1,841
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) before taxes
 
$
(214,819)
 
$
242,575
 
$
27,756
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(214,113)
 
$
242,575
 
$
28,462
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) available to common shareholders
 
$
(214,855)
 
$
242,575
 
$
27,720
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
 
$
(213,980)
 
$
242,575
 
$
28,595
 
 
The table below reflects the changes in restating the Statement of Cash Flows for the year ended December 31, 2013 (in thousands):
 
Statement of Cash Flow:
 
 
 
Year Ended December
31, 2013
(as previously reported)
 
Adjustments
 
Year Ended December 31,
2013
 (Restated)
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(214,113)
 
$
242,575
 
$
28,462
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of hybrid financial instruments
 
$
(197,392)
 
$
219,201
 
$
21,809
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of derivative liability – warrants
 
$
3,003
 
$
64
 
$
3,067
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of derivative liability – Series C & D
 
$
(21,469)
 
$
23,310
 
$
1,841
 
 
 
 
 
 
 
 
 
 
 
 
Net cash used in operating activities
 
$
(399)
 
$
-
 
$
(399)
 
Cash and Cash Equivalents, Policy [Policy Text Block]
Cash and Cash Equivalents Cash and cash equivalents include cash in financial institutions, which are highly liquid investment instruments with original maturities of less than 90 days.
Revenue Recognition, Policy [Policy Text Block]
Revenue Recognition – We derive revenues from the following primary sources: (1) license fees relating to intellectual property, and (2) software and service revenues related to mobile marketing barcode services and development, barcode readers and custom developed software.
 
We recognized revenue when: (a) persuasive evidence of the sales arrangement exists, (b) the arrangement fee is fixed or determinable, (c) service delivery or performance has occurred, (d) customer acceptance has been received, if contractually required, and (e) collectability of the arrangement fee is probable. Revenue associated with licensing agreements primarily consists of non-refundable upfront license fees. Non-refundable upfront license fees received under license agreements, whereby continued performance or future obligations are considered inconsequential to the relevant license technology, are recognized as revenue upon delivery of the technology. We typically use signed contractual agreements as persuasive evidence of a sales arrangement.
 
If at the inception of an arrangement the fee is not fixed or determinable, we defer revenue until the arrangement fee becomes due and payable. If we determine collectability is not probable, we defer revenue until we receive payment or collection becomes probable, whichever is earlier. The determination of whether fees are collectible requires judgment of our management, and the amount and timing of revenue recognition may change if different assessments are made.
 
Deferred revenues and customer prepayments on our consolidated balance sheets primarily represents amounts invoiced or cash payments received in advance of our performance related to the underlying agreement.
Change in Accounting Policy [Policy Text Block]
Change in Accounting Policy – In early 2013, we expanded our business strategy related to the monetization of intellectual property rights and have been pursuing brand licenses with major corporations. In connection with the strategy expansion, we reevaluated our revenue recognition accounting principles during the second quarter of 2013 and determined that the completed performance methodology for recognizing intellectual properly revenue was preferable to the historically used proportional performance methodology. The completed performance methodology is further described above within the revenue recognition discussion. As part of this change in accounting principle, we conducted a quantitative analysis to determine the impact the accounting policy change would have had on our 2012 balance sheet and statement of operations. The impact to our balance sheet as of December 31, 2012 would have been a decrease in each of the deferred revenues and customer prepayments, total current liabilities, and accumulated deficit of $208,000. The impact to our 2012 statement of operations would have been an increase in revenues and decrease in the net loss available to common shareholders of $208,000, and there would have been no impact on basic and diluted net loss per common share. Based on the analysis, the impact was deemed immaterial to the overall financial statements.
Multiple Element Transactions [Policy Text Block]
Multiple Element Transactions From time to time, we enter into transactions involving multiple elements, such as customer agreements involving multiple IP licenses. We account for multiple element transactions by first obtaining evidence of the estimated selling price of each element using vendor specific objective evidence (“VSOE”), third-party evidence (“TPE”), or management’s best estimate of selling price if neither VSOE nor TPE of selling price exists. Based on the determined selling price of each element of the transaction, the value of the single agreement is allocated to each deliverable based on each element's proportional value and accounted for as a separate unit of accounting. Multiple element transactions require the exercise of judgment in determining the estimated selling price of the different elements. The judgments could impact the amount of revenues and expenses recognized over the term of the contract, as well as the period in which they are recognized.
Earnings Per Share, Policy [Policy Text Block]
Basic and Diluted (Loss) Gain Per Common Share – Basic net (loss) gain per common share is computed by dividing net loss/gain available to common shareholders by the weighted average number of shares of common stock outstanding during the period. During the year ended December 31, 2014, we reported a net loss available to common shareholders and excluded all outstanding stock options, warrants and convertible instruments from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive.
 
The following is a reconciliation of the numerator and denominator of the basic and diluted net loss or gain per share calculations for each period (in thousands, except share and per share data):
 
 
 
Year Ended December 31,
 
 
 
2014
 
2013 
(Restated)
 
 
 
 
 
 
 
 
 
Basic loss per common share:
 
 
 
 
 
 
 
Numerator: (Net loss) gain available to common shareholders
 
$
(2,467)
 
$
27,720
 
Denominator: Weighted average shares outstanding
 
 
1,585,816,122
 
 
274,625,840
 
Basic loss per common share
 
$
(0.000)
 
$
(0.100)
 
 
 
 
 
 
 
 
 
Diluted loss per common share:
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net loss available to common shareholders
 
$
(2,467)
 
$
27,720
 
Effect of dilutive securities
 
 
-
 
 
-
 
Diluted net loss available to common shareholders
 
$
(2,467)
 
$
-
 
Denominator:
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
1,585,816,122
 
 
274,625,840
 
Effect of dilutive securities
 
 
-
 
 
-
 
Diluted weighted average shares outstanding
 
 
-
 
 
274,625,840
 
Diluted loss per common share
 
$
(0.000)
 
$
0.10
 
 
The following table reflects the outstanding stock options, warrants, convertible debt and convertible preferred securities as of December 31, 2014 and 2013, which have been excluded from the diluted loss per common share calculation because inclusion of the securities would be anti-dilutive:
 
 
 
December 31,
 
 
 
2014
 
2013
 
Stock options
 
 
-
 
 
1,173,020
 
Warrants
 
 
499,990,063
 
 
499,990,063
 
Convertible debt
 
 
234,287,861,850
 
 
234,287,861,850
 
Convertible preferred stock
 
 
26,617,345,361
 
 
26,617,345,361
 
 
 
 
261,405,197,274
 
 
261,406,370,294
 
Foreign Currency Transactions and Translations Policy [Policy Text Block]
Foreign Currency – Historically, the functional currency of NeoMedia Europe GmbH was the Euro, its local currency, and we recorded translation gains and losses associated with the conversion of the subsidiary financial statements to U.S. dollars in accumulated other comprehensive loss as a component of shareholders’ deficit. During the third quarter of 2013, we determined that changes in economic facts and circumstances indicated that the functional currency of NeoMedia Europe GmbH had changed from the Euro to the U.S. dollar.  The changes included, among other things, the termination of the hardware business and related sales activities that would allow the subsidiary to generate revenue independently in the local market or otherwise, and the completion of a repositioning of the subsidiary from a self-contained, revenue generating operation to a cost center focused primarily on research and development.  As a result of the change in functional currency, translation gains and losses associated with the conversion of the NeoMedia Europe GmbH financial statements will be prospectively recorded in our results from operations effective July 1, 2013.
Fair Value Of Assets And Liabilities Aquired Policy [Policy Text Block]
Fair Value of Assets and Liabilities Acquired – Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants.  In determining fair value, the accounting standards established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs).  Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs:
 
 
       Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities.
 
 
       Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data.
 
 
 
       Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs.  Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.
 
The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.
Fair Value Measurement, Policy [Policy Text Block]
Recurring Fair Value Measurements - The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value.   The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable and accrued liabilities approximated their fair value.  Marketable investments are valued at Level 1 due to readily available market quotes. The fair value of the Company’s long-term debt, including the current portion approximated its carrying value.  The Company accounts for its derivative financial instruments, including warrants and the embedded conversion features of our convertible preferred stock and convertible debentures at fair value and these are considered to be recurring fair value measurements.
 
The fair value measurements for the Company's liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 as follows:
 
 
 
 
Total
 
Quoted Prices in Active
Markets for Identical Assets
(Level 1)
 
Significant Other Observable
Inputs
(Level 2)
 
Significant Unobservable
Inputs
(Level 3)
 
Total Gain (Losses)
 
December 31, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Financial Instruments - Warrants
 
 
2,000
 
 
-
 
 
-
 
 
2,000
 
 
618,000
 
Derivative Financial Instruments - Series D & C preferred stock
 
 
6,000
 
 
-
 
 
-
 
 
6,000
 
 
289,000
 
Debentures Payable Carried at fair value
 
 
37,384,000
 
 
-
 
 
-
 
 
37,384,000
 
 
(4,173,000)
 
Total
 
 
37,392,000
 
 
-
 
 
-
 
 
37,392,000
 
 
(3,266,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Financial Instruments - Warrants
 
 
620,000
 
 
-
 
 
-
 
 
620,000
 
 
3,067,000
 
Derivative Financial Instruments - Series D & C preferred stock
 
 
296,000
 
 
-
 
 
-
 
 
296,000
 
 
1,841,000
 
Debentures Payable Carried at fair value
 
 
38,250,000
 
 
-
 
 
-
 
 
38,250,000
 
 
21,809,000
 
Total
 
 
39,166,000
 
 
-
 
 
-
 
 
39,166,000
 
 
26,717,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Following is a reconciliation for Level 3 liabilities measured on a recurring basis:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37,392,000
 
Gain from change in fair value of derivative liability - warrants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
618,000
 
Gain from change in fair value of derivative liability - Series C & D preferred stock and Debentures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
289,000
 
Loss from change in fair value of hybrid financial instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(4,173,000)
 
Gain on extinguishment of debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,247,000
 
Conversion of debentures to common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
793,000
 
December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39,166,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39,166,000
 
Gain from change in fair value of derivative liability - warrants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,067,000
 
Gain from change in fair value of derivative liability - Series C & D preferred stock and Debentures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,841,000
 
Gain from change in fair value of hybrid financial instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21,809,000
 
Conversion of debentures to common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,243,000
 
December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
70,126,000
 
 
The fair value measurements for the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2014 and 2013 follows:
 
 
 
Total
 
Quoted 
Prices in 
Active 
Markets for 
Identical 
Assets 
(Level 1)
 
Significant 
Other 
Observable 
Inputs 
(Level 2)
 
Significant 
Unobservable 
Inputs 
(Level 3)
 
Total Gains 
(Losses)
 
December 31, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
$
 
$
 
$
 
$
 
$
(3,418,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
$
3,418,000
 
$
 
$
 
$
3,418,000
 
$
Derivatives, Reporting of Derivative Activity [Policy Text Block]
Derivative Financial Instruments – We do not use derivative financial instruments to hedge exposures to cash flow risks or market risks that may affect the fair values of our financial instruments. However, certain financial instruments, such as warrants and the embedded conversion features of our convertible preferred stock and convertible debentures, which are indexed to our common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Derivative financial instruments are initially recorded, and continuously carried, at fair value. Determining the fair value of these complex derivative financial instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rate risk, credit risk, and equivalent volatility and conversion/redemption privileges. The use of different assumptions could have a material effect on the estimated fair value amounts.
 
For our convertible debentures, we have elected not to separately account for the embedded conversion feature as a derivative instrument but to account for the entire hybrid instrument at fair value in accordance with FASB ASC 815, Derivatives and Hedging. For our convertible preferred stock, the underlying instruments are carried at amortized cost and the embedded conversion feature is accounted for separately at fair value in accordance with FASB ASC 815-40-05 and FASB ASC 815-40-15.
Concentration Risk, Credit Risk, Policy [Policy Text Block]
Financial Instruments and Concentration of Credit Risk – We believe the carrying values of our financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, derivative financial instruments, other current liabilities, convertible preferred stock, and convertible debenture financings approximate their fair values due to their short-term nature, or because they are carried at fair value.
 
Our cash balances in the United States periodically exceed federally insured limits. We have not experienced any losses in such accounts. The cash balances maintained by our wholly owned subsidiary, NeoMedia Europe GmbH, are also maintained in financial institutions that provide deposit guarantees and are governed by local public law. Our policies limit the concentration of accounts receivable credit exposure by requiring the majority of customers to prepay their renewal licenses prior to initiating services.
Trade and Other Accounts Receivable, Policy [Policy Text Block]
Accounts Receivable – We report accounts receivable at net realizable value. Our terms of sale provide the basis for when accounts become delinquent or past due. We provide an allowance for doubtful accounts equal to the estimated uncollectible amounts, based on historical collection experience and a review of the current status of accounts receivable.  We do not require collateral and to the extent credit is granted to our customers, all open accounts receivable beyond 90 days are evaluated for recovery.
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]
Goodwill – Our goodwill represents the excess of the purchase price paid for NeoMedia Europe GmbH over the fair value of the identifiable net assets and liabilities acquired, based on an independent appraisal of the assets and liabilities acquired. Goodwill is not amortized but is tested annually for impairment, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Goodwill is tested for impairment by comparing the carrying amount of the asset to its fair value, which is estimated through the use of a discounted cash flows model. If the carrying amount exceeds fair value, an impairment loss is recognized for the difference. We performed the two step goodwill impairment test at December 31, 2014 and determined there was impairment of our goodwill as reflected on our balance sheet ($3,418,000). Our assessment conducted as of December 31, 2014 concluded that on a qualitative and quantitative basis there is impairment of goodwill on our balance sheet.
Intangible Assets, Finite-Lived, Policy [Policy Text Block]
Intangible Assets – Intangible assets consist of patents, customer contracts, copyrighted material, acquired software products, and brand names. Intangible assets acquired as part of a business combination are recognized apart from goodwill if the intangible asset arises from contractual or other legal rights or the asset is capable of being separated from the acquired enterprise. Intangible assets are reviewed for impairment by comparing the carrying amount of the intangible asset to its fair value. If the carrying amount exceeds fair value, an impairment loss is recognized for the difference. Intangible assets are amortized, using the straight-line method, over the estimated period of benefit as noted below:
 
Capitalized patents
 
5 - 17 years
 
Acquired software products
 
7 years
 
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]
Evaluation of Long-Lived Assets – We periodically perform impairment tests on each of our long-lived assets, including capitalized patent costs, customer contracts, copyrighted materials, brand names, and capitalized and purchased software costs, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Long-lived assets are testing for impairment by first comparing the estimated future undiscounted cash flows from a particular asset or asset group to the carrying value. If the expected undiscounted cash flows are greater than the carrying value, no impairment is recognized. If the expected undiscounted cash flows are less than the carrying value, then an impairment charge is recorded for the difference between the carrying value and the expected discounted cash flows. The assumptions used in developing expected cash flow estimates are similar to those used in developing other information used by us for budgeting and other forecasting purposes. In instances where a range of potential future cash flows is possible, we use a probability-weighted approach to weigh the likelihood of those possible outcomes.
 
As of December 31, 2014, we do not believe any of our long-lived assets are impaired.
Property, Plant and Equipment, Policy [Policy Text Block]
Property and Equipment – Property and equipment, including software, are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets as noted below:
 
Furniture and fixtures
 
3 - 7 years
 
Equipment
 
2 - 5 years
 
Research and Development Expense, Policy [Policy Text Block]
Research and Development – Costs associated with the planning and design phase of software development, including coding and testing activities, and related overhead, necessary to establish technological feasibility of our internally-developed software products, are classified as research and development and are expensed as incurred.
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]
Stock-Based Compensation – We no longer offer stock based compensation as part of our compensation packages for employees, contractors and/or Directors. On October 6, 2014, the Board of Directors elected to terminate all existing Stock Option plans due to the significant cost to maintain and report on the plans does not achieve the goals intended. Thus, the 2002, 2005 Stock Option Plans and the 2003 Stock Incentive Plan were effectively terminated with no accounting requirements since no options or shares were issued. The 2003 Stock Option Plan with 397,613 options issued was effectively terminated with no accounting requirements as the term of the options have expired or the holders of the options no longer meet the requirements of holding the options due to termination of employment etc. The 2011 Stock Plan was effectively terminated subject to the holder’s rights to the options remaining open provided they meet the requirements of the options. Per discussion with eligible holders, each holder (current board members or officers and one previous officer of the corporation) have waived their rights to exercise of the options.
Income Tax, Policy [Policy Text Block]
Income Taxes – Deferred tax liabilities and assets reflect the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the difference is expected to reverse. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. We have recorded full valuation allowance as of December 31, 2014 and 2013.
New Accounting Pronouncements, Policy [Policy Text Block]
Recent Accounting Pronouncements
 
Going Concern- On August 27, 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-2015, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The Update was intended to define management’s responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The main provisions of the Update state that in connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. This Update is effective for annual reporting periods ending after December 15, 2016. The Company will adopt this guidance for the year ended December 31, 2016. We do not believe the adoption of this standard will result in material change disclosures on our ability to continue as a going concern.
 
Revenue Recognition - On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. This standard has the potential to affect every entity’s day-to-day accounting and, possibly, the way business is executed through contracts with customers. We have not yet evaluated the impact the adoption this standard will have in our results of operations when we adopt it in January of 2017.