Note 4 - Business Combination

3 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

NOTE 4- BUSINESS COMBINATION

On October 15, 2013, the Company completed its acquisition of all of the issued and outstanding shares of Gilman. Pursuant to the acquisition agreements, the Company issued 22,666,685 shares of its common stock to the stockholders of Gilman. Additionally, the Company satisfied the obligations pursuant to certain liabilities of Gilman in consideration of $5,400,000. In August 2013, the Company issued 10,583,330 shares of its common stock pursuant to a private placement which generated net proceeds of $3,016,000 to partially finance the cash consideration of $5,400,000. Additionally, the Company granted 1,950,000 options to certain employees of Gilman whose employment agreements were assumed by the Company.

The acquisition of Gilman provides a platform to the Company to expand its existing service in the financial planning arena and adds tax return preparation services. The acquisition also increased substantially the number of representatives and new customers through which the Company can market its services.

The acquisition of Gilman has been accounted for as a business combination. Effective October 16, 2013, the results of Gilman’s operations are included in the Company’s consolidated financial statements.

The following tables summarizes the consideration transferred to acquire Gilman and the amounts of identifiable assets acquired and liabilities assumed based on the estimated fair value at the acquisition date:

Issuance of 22,666,685 shares of common stock to Gilman Stockholders	$	8,840,000
Cash to satisfy obligations pursuant to certain liabilities of Gilman		5,400,000
Total Consideration	$	14,240,000

The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed:

Current assets	$	4,833,000
Fixed assets		482,000
Other assets		272,000
Current liabilities		(6,000,000	)
Long-term liabilities		(5,628,000	)
Net tangible liabilities assumed		(6,041,000	)
Liabilities satisfied at closing		5,400,000
Intangible assets		10,417,000
Goodwill		4,464,000
Total consideration	$	14,240,000

The aforementioned allocation to identifiable intangible assets and goodwill is preliminary and the Company is still evaluating the allocation of the purchase price among certain intangible assets and goodwill. The Company anticipates that it will complete its analysis of the allocation of the purchase price among such assets within the next three months and that the final allocation will vary from the preliminary allocation. The goodwill recognized is attributable to expected synergies and other benefits that the Company believes will result from combining its operations of Gilman’s. The intangible assets recognized are primarily attributable to expected increased margins that the Company believes will result from Gilman’s existing customer relationships and increased margins from financial planning and tax preparation services that the Company will offer to its existing clients.

The following table presents the intangible assets subject to amortization and the carrying amount as of December 31, 2013 and the respective estimated useful lives:

Intangible asset	Preliminary Fair Value		Accumulated Amortization			Carrying Value		Estimated Useful Life (years)
Customer Relationships	$	8,333,600	$	(347,000	)	$	7,986,600		5
Brand		2,083,400		(88,000	)		1,995,400		5
	$	10,417,000	$	(435,000	)	$	9,982,000

The estimated future amortization expense of the intangible assets with a finite life, for the next five fiscal years and thereafter is as follows:

Year ended September 30,
2014	$	1,650,000
2015		2,083,000
2016		2,083,000
2017		2,083,000
2018		2,083,000
Thereafter		0

The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition occurred at October 1, 2012:

	(Unaudited) Three Month Period Ended December 31,
	2013		2012
Revenues	$	43,861,000	$	34,601,000
Net Income (Loss)	$	199,000	$	(1,541,000	)
Basic earnings (loss) per share	$	0.00	$	(0.02	)
Diluted earnings (loss) per share	$	0.00	$	(0.02	)

These amounts have been calculated after applying the Company’s accounting policies and adjusting the results to reflect, among other things, 1) additional amortization that would have been charged assuming the fair value adjustments to amortizable intangible assets had been applied, 2) additional compensation related to the grant of 1,950,000 stock options to certain employees of Gilman whose employment agreement was assumed by the Company, and 3) the shares issued by the Company in August 2013 to partially fund the $5,400,000 cash consideration. These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have been resulted had the acquisition occurred on the date indicated or that may result in the future.

The amount of revenues and income (loss) of Gilman since the acquisition date included in the statement of operations for the three months ended December 31, 2013 are as follows:

Revenues	$	6,880,000
Net loss	$	(547,000	)