NATURE OF OPERATIONS AND BASIS OF PRESENTATION

3 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1.  NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Business

AccelPath, Inc. (formerly - Technest Holdings, Inc.) (the “Company”) includes its wholly-owned subsidiaries AccelPath, LLC (“AccelPath”), Digipath Solutions, LLC (“Digipath”), and Genex Technologies, Inc. (“Genex”), and its 49% owned subsidiary Technest, Inc. (“Technest”) (see Basis of Presentation below). The Company has two primary businesses: AccelPath and Digipath are in the business of enabling pathology diagnostics and Technest is in the business of the design, research and development, integration, sales and support of three-dimensional imaging devices and systems.

Name Change and Domicile Change

On February 7, 2012, the Board of Directors approved and recommended a change in the parent company’s name from Technest Holdings, Inc. to AccelPath, Inc. and a change in the domicile of the Company from Nevada to Delaware.  The name change and domicile change became effective on May 2, 2012.

Acquisition

On September 18, 2012, the Company acquired all of the outstanding membership interests of Digipath, from its sole member pursuant to an Equity Purchase Agreement dated September 18, 2012 among AccelPath, Digipath and Mr. Rishi Reddy (the “Purchase Agreement”). In accordance with the Purchase Agreement, the Company issued Mr. Reddy a convertible promissory note in the amount of $1,050,000, 1,250 shares of Series G Preferred Stock, and agreed to make a cash payment totaling $100,000, $500 of which was paid at closing, $49,500 was paid on October 31, 2012 and the remaining $50,000 will be placed in escrow to satisfy any indemnification obligations that may arise until March 18, 2013. In addition, Mr. Reddy entered into a one-year consulting agreement with the Company pursuant to which he agreed to perform consulting and advisory services in the field of pathology and to serve as a member of the Company’s Medical Advisory Board for a monthly retainer of $8,333.

The Note bears interest at 5% per annum and shall be paid on or before March 18, 2014. The entire principal amount of the Note may be converted into shares of common stock at the election of Mr. Reddy at any time. The number of shares into which the principal amount of the Note may be converted is determined by dividing the principal amount of the Note outstanding by the closing bid price on the trading day immediately prior to the date of the conversion notice; provided that in no event shall the per share price be less than $0.065 per share. The Company has the option of paying the accrued and unpaid interest on the Note with shares of common stock at the closing bid price immediately prior to the due date, provided that the per share price shall not be less than $0.065 per share. The Company also agreed to prepay a portion of the principal and accrued interest on the Note on a monthly basis depending on the EBITDA generated by the assets acquired from Digipath.

The Company also granted piggyback registration rights for the shares of common stock underlying the Series G Preferred Stock and the shares of common stock issuable pursuant to the Note.

A summary of the purchase price allocation is as follows:

Estimated purchase price
Cash payment	$	100,000
Series G Preferred Stock		562,500
Convertible note		1,050,000
	$	1,712,500
Preliminary allocation of purchase price
Assets
Accounts receivable	$	244,085
Prepaid expenses		2,788
Property and equipment		170,868
Customer contracts		2,524,997
Total assets		2,942,738
Liabilities
Accounts payable		35,728
Accrued expenses and other current liabilities		15,587
Note payable		41,485
Obligations under capital lease		119,771
Distribution payable to Digipath member		96,662
Total liabilities		309,233
Bargain purchase gain		921,005
Total purchase price	$	1,712,500

Unaudited pro forma operating results for the three months ended September 30, 2012 and 2011, assuming the acquisition had been made as of July 1, 2011, are as follows:

		2012			2011
Revenues	$	333,150		$	309,876
Net loss applicable to common shareholders	$	(76,742	)	$	(758,680	)
Net loss per share – basic and diluted	$	(0.001	)	$	(0.006	)

Basis of Presentation

As a result of the acquisition, the accompanying consolidated financial statements include the operations of Digipath since September 18, 2012.  The accompanying consolidated financial statements also include the operations of the Company, its wholly-owned subsidiary AccelPath, its inactive wholly-owned subsidiary Genex, and its 49% owned subsidiary Technest.  Technest conducts research and development in the field of computer vision technology and the Company has the right of first refusal to commercialize products resulting from this research and development.  The Company’s former Chief Executive Officer beneficially owns 23% of Technest, an employee owns 23% and an unrelated third party owns 5%.  Technest is considered a variable interest entity (VIE) for which the Company is the primary beneficiary.  

The Company consolidates all entities in which the Company holds a “controlling financial interest.” For voting interest entities, the Company is considered to hold a controlling financial interest when the Company is able to exercise control over the investees’ operating and financial decisions. For variable interest entities (“VIEs”), the Company is considered to hold a controlling financial interest when it is determined to be the primary beneficiary. For VIEs, a primary beneficiary is a party that has both: (1) the power to direct the activities of a VIE that most significantly impact that entity's economic performance, and (2) the obligation to absorb losses, or the right to receive benefits, from the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE is based on the amount and characteristics of the entity's equity.

All significant inter-company balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, without being audited, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary to make the financial statements not misleading have been included. Operating results for the three months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending June 30, 2013. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2012 filed with the Securities and Exchange Commission.

Recent Accounting Pronouncements

There have been no recently issued accounting pronouncements that have had or are expected to have a material impact on the Company’s consolidated financial statements.