2.4.0.800000006 - Disclosure - 1. Basis of Presentation and Consolidationtruefalsefalse1false falsefalsefrom-2013-01-01-to-2013-06-30.12129.0.0.0.0.0.0.0http://www.sec.gov/CIK0001335239duration2013-01-01T00:00:002013-06-30T00:00:001true 1us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstractus-gaap_truenadurationfalsefalsefalsefalsefalsefalsefalsefalse1falsefalsefalse00falsefalsefalsexbrli:stringItemTypestringfalse0Organization, Consolidation and Presentation of Financial Statements [Abstract]2false 2us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlockus-gaap_truenadurationfalsefalsefalsefalsefalsefalsefalsefalse1falsefalsefalse00Note 1 Basis of Presentation and Consolidation   The interim condensed consolidated financial statements of Epazz, Inc. (Epazz or the Company), an Illinois corporation, included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading.   These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. It is suggested that these interim condensed financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2012 and notes thereto included in the Company's 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.   Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the following entities, all of which are under common control and ownership:   <table cellspacing="0" cellpadding="0" style="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="width: 64%; padding-top: 3pt; text-align: center"> </td> <td style="width: 1%; padding-top: 3pt; text-align: center"> </td> <td style="width: 11%; padding-top: 3pt; text-align: center">State of</td> <td style="width: 1%; padding-top: 3pt; text-align: center"> </td> <td style="width: 11%; padding-top: 3pt; text-align: center"> </td> <td style="width: 1%; padding-top: 3pt; text-align: center"> </td> <td style="width: 11%; padding-top: 3pt; text-align: center">Abbreviated</td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: windowtext 1pt solid; text-align: center">Name of Entity(2)</td> <td style="text-align: center"> </td> <td style="border-bottom: windowtext 1pt solid; text-align: center">Incorporation</td> <td style="text-align: center"> </td> <td style="border-bottom: windowtext 1pt solid; text-align: center">Relationship(1)</td> <td style="text-align: center"> </td> <td style="border-bottom: windowtext 1pt solid; text-align: center">Reference</td></tr> <tr style="vertical-align: top; background-color: #CCFFCC"> <td style="padding-top: 3pt; text-align: justify">Epazz, Inc.</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Illinois</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Parent</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Epazz</td></tr> <tr style="vertical-align: top"> <td style="padding-top: 3pt; text-align: justify">IntelliSys, Inc.</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Wisconsin</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Subsidiary</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">IntelliSys</td></tr> <tr style="vertical-align: top; background-color: #CCFFCC"> <td style="padding-top: 3pt; text-align: justify">Professional Resource Management, Inc.</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Illinois</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Subsidiary</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">PRMI</td></tr> <tr style="vertical-align: top"> <td style="padding-top: 3pt; text-align: justify">Desk Flex, Inc.</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Illinois</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Subsidiary</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">DFI</td></tr> <tr style="vertical-align: top; background-color: #CCFFCC"> <td style="padding-top: 3pt; text-align: justify">K9 Bytes, Inc.</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Illinois</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Subsidiary</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">K9 Bytes</td></tr> <tr style="vertical-align: top"> <td style="padding-top: 3pt; text-align: justify">MS Health, Inc.</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Illinois</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Subsidiary</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">MS Health</td></tr> <tr style="vertical-align: top; background-color: #CCFFCC"> <td style="padding-top: 3pt; text-align: justify">Cooling Technology Solutions, Inc.</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Illinois</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">Subsidiary</td> <td style="padding-top: 3pt; text-align: justify"> </td> <td style="padding-top: 3pt; text-align: justify">CTS</td></tr> </table> (1)All subsidiaries are wholly-owned subsidiaries of Epazz, Inc. (2)All entities are in the form of Corporations.   The condensed consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, Epazz and subsidiaries, IntelliSys, PRMI, DFI, K9 Bytes, MS Health and CTS will be collectively referred to herein as the Company, or Epazz. The Company's headquarters are located in Chicago, Illinois and substantially all of its customers are within the United States.   These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.   Segment Reporting FASB ASC 280-10-50 requires annual and interim reporting for an enterprises operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. All of the Companys software products are considered operating segments, and will be aggregated into one reportable segment given the similarities in economic characteristics among the operations represented by the common nature of the products, customers and methods of distribution.   Reclassifications Certain amounts in the financial statements of the prior year have been reclassified to conform to the presentation of the current year for comparative purposes.   Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.   Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Companys financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had debt instruments that required fair value measurement on a recurring basis.   Intangible Assets Intangible assets are amortized using the straight-line method over their estimated period of benefit of five to fifteen years. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization. No material impairments of intangible assets have been identified during any of the periods presented. Amortization expense on intangible assets totaled $87,324 and $68,124 for the six months ended June 30, 2013 and 2012, respectively.   Goodwill The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit's carrying amount, including goodwill. The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies' data. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Company's evaluation of goodwill completed during the year resulted in no impairment losses.   Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.   Basic and Diluted Net Earnings per Share Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. There were no outstanding potential common stock equivalents for the periods presented. As such, basic and diluted earnings per share resulted in the same figure for the three and six months ending June 30, 2013 and 2012.   Stock-Based Compensation The Company adopted FASB guidance on stock based compensation on January 1, 2006. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Common stock issued for services and compensation was $1,522,000 and $-0- for the six months ended June 30, 2013 and 2012, respectively.   Revenue Recognition The Company designs and sells various software programs to business enterprises, hospitals and Government and post-secondary institutions. Prior to shipment, each software product is tested extensively to meet Company specifications. The software is shipped fully functional via electronic delivery, but some installation and setup is required. No other entities sell the same or largely interchangeable software.   Installation is a standard process, outlined in the owner's manual, consisting principally of setup, calibrating, and testing the software. A purchaser of the software could complete the process using the information in the owner's manual, although it would probably take significantly longer than it would take the Companys technicians to perform the tasks. Although other vendors do not install the Companys software, they do provide largely interchangeable installation services for a fee. Historically, the Company has never sold the software without installation. Most installations are performed by the Company within 7 to 24 days of shipment and are included in the overall sales price of the software. In addition, the customer must pay for support contracts and training packages, depending on their desired level of service. The Company is the only manufacturer of the software and it only sells software on a standalone basis directly to the end user.   The sales price of the arrangement consists of the software, installation, and training and support services, which the customer is obligated to pay in full upon delivery of the software. In addition, there are no general rights of return involved in these arrangements. Therefore, the software is accounted for as a separate unit of accounting.   The Company does not have vendor-specific objective evidence of selling price for the software because it does not sell the software separately (without installation services and support contracts). In addition, third-party evidence of selling price does not exist as no vendor separately sells the same or largely interchangeable software. Therefore, the Company uses its best estimate of selling price when allocating such arrangement consideration.   In estimating its selling price for the software, the Company considers the cost to produce the software, profit margin for similar arrangements, customer demand, effect of competitors on the Companys software, and other market constraints. When applying the relative selling price method, the Company uses its best estimate of selling price for the software, and third-party evidence of selling price for the installation. Accordingly, without considering whether any portion of the amount allocable to the software is contingent upon delivery of the other items, the Company allocates the selling price to the software, support, and installation.   The Company doesnt currently provide product warranties, but if it does in the future it will provide for specific product lines and accrue for estimated future warranty costs in the period in which the revenue is recognized.   Recent Accounting Pronouncements In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.   In February 2013, FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:   <table cellspacing="0" cellpadding="0" style="font: 8pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px">-</td> <td style="text-align: justify">Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and</td></tr> <tr style="vertical-align: top"> <td> </td> <td>-</td> <td style="text-align: justify">Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.</td></tr> </table>   The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on our financial position or results of operations.   In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. 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