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Summary of Significant Accounting Policies (Policies)
3 Months Ended
Dec. 31, 2013
Accounting Policies [Abstract]  
Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, fair value of financial instruments, at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could materially differ from those estimates.

Revenue Recognition

The Company generally has two revenue sources: monthly account fees and usage fees. Monthly account fees are recognized in the month for which the cardholder has a balance on an active card. No fees are charged or recorded as revenue for cards for which there is no cardholder balance. Usage fees are recognized at the time of the transaction. The Company defers revenue for monthly fees paid in advance of the related month of service. Deferred revenues at December 31, 2013 were insignificant. The Company recognizes fee revenue gross of related processing costs and service fees. The Company does not collect sales taxes in connection with the products or services. During the period ended December 31 and September 30, 2013, the Company remitted cardholder funds to the issuing bank within two business days of card loading. As of December 31, 2013 we had $201,866 of cardholder funds included in amounts on deposit with or due from merchant processor and also recorded an offsetting liability of the same amount in accounts payable.  As of September 30, 2013 and September 30, 2012 we had $177,894 and $203,479, respectively, of cardholder funds included in amounts on deposit with or due from merchant processor and also recorded an offsetting liability of the same amount in accounts payable.

Cash and cash equivalents

The Company considers all investments with an original maturity of three months or less to be cash equivalents. Cash equivalents primarily represent funds invested in money market funds, bank certificates of deposit and U.S. government debt securities whose cost equals fair market value.

 

From time to time, the Company has maintained bank balances in excess of insurance limits established by the Federal Deposit Insurance Corporation. The Company has not experienced any losses with respect to cash. Management believes the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents.

 

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets (generally three to five years). Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. Depreciation expense for the twelve months ended September 30, 2013 and 2012 was $4,526 and $1,131, respectively and was $1,131 for the three months ended December 31, 2013.

Valuation of Long-Lived Assets

The Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair value of the assets. There has not been any impairments recorded in 2013 or 2012.

Income Tax Expense Estimates and Policies

As part of the income tax provision process of preparing the Company’s financial statements, the Company is required to estimate the Company’s provision for income taxes. This process involves estimating our current tax liabilities together with assessing temporary differences resulting from differing treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. Management then assesses the likelihood that the Company deferred tax assets will be recovered from future taxable income and to the extent believed that recovery is not likely, a valuation allowance is established. Further, to the extent a valuation allowance is established and changes occur to this allowance in a financial accounting period, such changes are recognized in the Company’s tax provision in the Company’s consolidated statement of operations. The Company’s use of judgment in making estimates to determine the Company’s provision for income taxes, deferred tax assets and liabilities and any valuation allowance is recorded against our net deferred tax assets.

 

There are various factors that may cause these tax assumptions to change in the near term, and the Company may have to record a future valuation allowance against our deferred tax assets. The Company recognizes the benefit of an uncertain tax position taken or expected to be taken on the Company’s income tax returns if it is “more likely than not” that such tax position will be sustained based on its technical merits.

Stock Based Compensation

The Company accounts for stock based compensation arrangements through the measurement and recognition of compensation expense for all stock based payment awards to employees and directors based on estimated fair values. The Company uses the Black-Scholes option valuation model to estimate the fair value of the Company’s stock options and warrants at the date of grant. The Black-Scholes option valuation model requires the input of subjective assumptions to calculate the value of options and warrants. The Company uses historical company data among other information to estimate the expected price volatility and the expected forfeiture rate and not comparable company information.

Derivatives

The Company accounts for certain of its outstanding warrants issued in fiscal 2010, 2012 and 2013 (“2010 Warrants,” “2012 Warrants” and “2013 Warrants, respectively) as derivative liabilities. The 2010 Warrants were determined to be ineligible for equity classification due to provisions of the respective instruments that may result in an adjustment to their conversion or exercise prices. These derivative liabilities which arose from the issuance of the 2010 Warrants resulted in an ending balance of derivative liabilities of $26,505, $57,784, and $14,345,625, as of December 31, 2013, September 30, 2013, and September 30, 2012, respectively. On March 20, 2013, the Company amended its warrant agreement for the 2012 and 2013 warrants whereby removing all terms that required net cash settlement, and as a result, the Company recorded its derivative liabilities relating to these warrants through March 20, 2013, at which time the balance of the derivative liability was reclassified into additional paid in capital. The value of the derivative liability that was reclassified to additional paid in capital at March 20, 2013 was $8,734,085.

 

The Company recognized a gain due to changes in the fair value of derivatives for the three months ended December 31, 2013 of $271,190 and for the year ended September 30, 2013 totaling $8,668,688 with a loss of $5,346,358 for the year ended September 30, 2012, respectively. Subsequent changes to the fair value of the derivative liabilities will continue to require adjustments to their carrying value that will be recorded as other income (in the event that their value decreases) or as other expense (in the event that their value increases). In general (all other factors being equal), the Company will record income when the market value of the Company’s common stock decreases and will record expense when the value of the Company’s stock increases. The fair value of these liabilities is estimated using option pricing models that are based on the individual characteristics of the Company’s warrants, preferred and common stock, as well as assumptions for volatility, remaining expected life, risk-free interest rate and, in some cases, credit spread.

Net Loss per Share

The Company calculates basic earnings per share (“EPS”) by dividing the Company’s net loss and comprehensive net loss applicable to common shareholders by the weighted average number of common shares outstanding for the period, without considering common stock equivalents. Diluted EPS is computed by dividing net income or net loss and comprehensive net loss applicable to common shareholders by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants. Options and warrants are only included in the calculation of diluted EPS when their effect is dilutive.

 

During the twelve months ended September 30, 2012, the Company issued Series B preferred stock with warrants to purchase additional common stock. The fair value of the warrants issued was approximately $4,481,126, at the issue date, resulting in a beneficial conversion feature and an immediate deemed dividend of approximately $4,481,126.

Warrant Liability

The Company accounts for the 159,167 common stock warrants granted in connection with certain financing transactions (“Transactions”) in accordance with the guidance contained in ASC 815-40-15-7D, "Contracts in Entity's Own Equity" whereby under that provision they do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. The fair value of the warrants issued by the Company in connection with the transactions have been estimated using a Monte Carlo simulation.

Fair value of assets and liabilities

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value for applicable assets and liabilities, we consider the principal or most advantageous market in which we would transact and we consider assumptions market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows:

 

Level 1: Observable inputs such as quoted prices in active markets;

 

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The Company’s financial instruments are cash and cash equivalents, accounts payable, and derivative liabilities. The recorded values of cash equivalents and accounts payable approximate their fair values based on their short-term nature. The fair value of derivative liabilities is estimated using option pricing models that are based on the individual characteristics of our warrants, preferred and common stock, the derivative liability on the valuation date as well as assumptions for volatility, remaining expected life, risk-free interest rate and, in some cases, credit spread. The derivative liabilities are the only Level 3 fair value measures.

 

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2013, September 30, 2013 and September 30, 2012 is as follows:

 

Date of Valuation

December 31,

2013

 

September 30,

2013

 

September 30,

2012

Stock Price 0.91   1.95     10.65  
Volatility (Annual) 70% to 72%   69% to 70%     68% to 74%  
Number of assumed financings 1   1     1  
Number of anti-dilutive warrants 159,167   159,167     159,167  
Total warrants outstanding 7,977,990   9,637,948     7,339,917  
Total shares outstanding 10,398,527   10,380,888     5,855,313  
Strike Price 2.25   6.00     6.00  
Risk-free Rate 0.33%   0.33%     0.23%  
Maturity Date 1/24/14 to 11/24/15   1/24/14 to 11/24/15   1/24/14 to 11/24/15
Expected Life .48 to 1.90 years   .73 to 2.15 years     1.73 to 3.15 years

 

At December 31, 2013, September 30, 2013 and September 30, 2012, the estimated fair values of the liabilities measured on a recurring basis are as follows:

 

            Fair Value Measurements at
            December 31, 2013 Using:
    Carrying                      
    Value     (Level 1)     (Level 2)   (Level 3)
                             
Financial Assets                            
Note payable, fair value   $ 142,089     $ -     $ -   $ 142,089
Derivative liability - warrants     26,505       -       -     26,505
Total securities   $ 168,594     $ -     $ 0   $ 168,594
                             

 

            Fair Value Measurements at
            September 30, 2013 Using:
    Carrying                      
    Value     (Level 1)     (Level 2)   (Level 3)
                             
Financial Assets                            
Derivative liability - warrants   $ 57,784     $ -     $ -   $ 57784
Total securities   $ 57,784     $ -     $ -   $ 57784
                             

 

            Fair Value Measurements at
            September 30, 2012 Using:
    Carrying                      
    Value     (Level 1)     (Level 2)   (Level 3)
                             
Financial Assets                            
Derivative liability - warrants   $  14,345,625     $ -     $ -   $  14,345,625
Total securities   $ 14,345,625     $ -     $ -   $  14,345,625

 

The following tables present the activity for liabilities measured at estimated fair value using unobservable inputs for the three months ended December 31, 2013, and the twelve months ended September 30, 2013 and 2012:

 

   

Fair Value Measurement

Using Significant

 
    Unobservable Inputs  
    (Level 3)  
    Warrant Derivative Liabilities   Conversion Notes  
Beginning balance at October 1, 2013     57,784       -  
     Additions during the year     -       382,000  
     Total unrealized (gains) or losses included in net loss     (31,279 )     (239,911 )
     Transfers in and/or out of Level 3     -       -  
Ending balance at December 31, 2013     26,505       142,089  
                 
   

Fair Value Measurement

Using Significant

 
    Unobservable Inputs  
    (Level 3)  
    Warrant Derivative Liabilities   Conversion Notes  
Beginning balance at October 1, 2012     14,345,625       -  
     Additions during the year     3,114,932       -  
     Total unrealized (gains) or losses included in net loss     (8,668,688 )     -  
     Transfers in and/or out of Level 3     (8,734,085 )     -  
Ending balance at September 30, 2013     57,784       -  
                 
   

Fair Value Measurement

Using Significant

 
    Unobservable Inputs  
    (Level 3)  
    Warrant Derivative Liabilities   Conversion Notes  
Beginning balance at October 1, 2011     1,289,520       -  
     Additions during the year     8,191,165       -  
     Total unrealized (gains) or losses included in net loss     5,346,358       -  
     Transfers in and/or out of Level 3     (481,418 )     -  
Ending balance at September 30, 2012     14,345,625       -  

  

Advertising

The Company expenses advertising costs as incurred. The Company has no existing arrangements under which we provide or receive advertising services from others for any consideration other than cash. Advertising expenses (primarily in the form of Internet direct marketing) totaled $85,156 and $2,077,766 for the twelve months ended September 30, 2013 and 2012, respectively and $0 for the three months ended December 31, 2013.

Litigation

From time to time, the Company may become involved in litigation and other legal actions. The Company estimates the range of liability related to any pending litigation where the amount and range of loss can be estimated. The Company records its best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, the Company records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. Through the date of these financial statements, the Company is currently not involved in litigation or other legal actions.

 

The Company was involved in a disagreement with our incumbent processor. The Company was involved in an arbitration proceeding with its former transaction processor and the Company’s arbitration hearing date is currently set for January 14-15, 2014.  In connection with the services provided under a processing agreement, the processor asserted that we are liable for previously unbilled services.  The Company is vigorously asserting the Company’s position and the Company currently estimates that it will prevail in the arbitration.  The Company has adequate reserves allocated in the event that we would be required to make any payments in connection with this matter. If the Company is judged liable for either a portion or all of the charges, or should the Company enter into a monetary settlement with the processor, such liability or settlement could materially affect its ability to execute the Company’s customer acquisition strategy by reducing the amount available for such activities by any amounts due to the processor or needed for related expenses.  

Recently Issued Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board, “FASB” issued ASU 2011-05, “Presentation of Comprehensive Income”, an amendment to FASB ASC Topic 220, “Comprehensive Income”. The update gives companies the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in the update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The ASU is effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of ASU 2011-05 did not have any impact on the company as the company has no other comprehensive income or loss, and therefore the net income or loss equals to the total comprehensive income or loss. In December 2011, the FASB issued ASU 2011-12 “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” This update stated that the specific requirement to present items that are reclassified from other comprehensive income to net income alongside their respective components of net income and other comprehensive income will be deferred. In February 2013, the FASB issued ASU 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This update requires companies to present the effects on the line items of net income of significant reclassifications out of accumulated other comprehensive income if the amount being reclassified is required under U.S. generally accepted accounting principles to be reclassified in its entirety to net income in the same reporting period.  ASU 2013-02 is effective prospectively for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company’s consolidated financial statements were not significantly impacted by the adoption of this amended guidance.

 

The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“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. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated balance sheets and results of operations.

 

The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application.  The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated balance sheets and results of operations. 

 

The FASB has issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance, which is effective for annual reporting periods ending after December 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The Company will assess the provisions of ASU 2014-15 and its impact on the consolidated financial statements. The events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in Note 2.