XML 46 R22.htm IDEA: XBRL DOCUMENT v3.3.0.814
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Jul. 31, 2015
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]
Basis of Presentation - The accompanying financial statements have been prepared in accordance with account principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).
Use of Estimates, Policy [Policy Text Block]
Use of Estimates - The preparation of financial statements in conformity with 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. Actual results may differ from those estimates, and the differences may be material to the financial statements. Estimates are used primarily in determining the valuation of stock based compensation, valuation of convertible instruments and derivative liability, the reserves for sales allowances, accounts receivable and inventory. Various assumptions go into the determination of these estimates. The process of determining significant estimates requires consideration of factors such as historical experience and current and expected economic conditions.
Cash and Cash Equivalents, Policy [Policy Text Block]
Cash and Cash Equivalents - The Company considers all highly liquid investments and deposits with original maturities of three months or less when purchased to be cash equivalents. All cash and cash equivalents are maintained with nationally recognized financial institutions.
Allowance for Doubtful Accounts [Policy Text Block]
Accounts receivable and Allowance for Doubtful Accounts - Accounts receivable consist primarily of amounts due from customers under normal trade terms. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The allowance for doubtful accounts is computed based on the Company’s historical experience and management’s analysis of possible bad debts. Accounts receivable are shown net of an allowance for doubtful accounts of $288 as of July 31, 2015 and $26 as of July 31, 2014, respectively.
Inventory, Policy [Policy Text Block]
Inventory - Inventory is stated at the lower of cost or market on an average cost basis. Inventory allowances are recorded for damaged, obsolete, excess and slow-moving inventory. The market value of inventory is estimated based on the impact of market trends, an evaluation of economic conditions and the value of current orders relating to the future sales of this type of inventory. As of July 31, 2015 and July 31, 2014, the Company recorded an inventory allowance of $5,271 and $7,352 respectively, and all of the inventory was comprised of finished goods.
Property, Plant and Equipment, Policy [Policy Text Block]
Property and Equipment - Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: furniture and fixtures –seven years; machinery and equipment –five years; software – five years; leasehold improvements –the life of the current facility lease. Major additions and betterments are capitalized and repairs and maintenance are charged to operations in the period incurred.
Intangible Assets, Finite-Lived, Policy [Policy Text Block]
Intangible Assets - Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The useful life of the intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life.
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]
Long-Lived Assets The Company evaluates the carrying amount of its long-lived assets whenever events or changes in circumstances indicate that the assets may not be recoverable. An impairment loss is recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than the carrying amount of the asset. To date, there have been no such impairment losses.
Accounts Payable And Accrued Liabilities Disclosure [Policy Text Block]
Accounts Payable and Accrued Liabilities - Accounts payable and accrued liabilities consisted of the following as of July 31, 2015 and 2014:
 
 
 
2015
 
2014
 
Accounts payable
 
$
319,837
 
$
116,240
 
Accrued interest
 
 
75,463
 
 
-
 
Accrued operating expenses
 
 
33,222
 
 
9,257
 
Employee payroll compensation expense
 
 
29,600
 
 
17,596
 
Accrued other
 
 
12
 
 
12
 
Total accounts payable and accrued liabilities
 
$
458,134
 
$
143,105
 
Income Tax, Policy [Policy Text Block]
Income Taxes - The Company accounts for income taxes pursuant to the FASB ASC Topic 740. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
 
Topic 740-10 clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements in accordance with generally accepted accounting principles. The calculation of the Company's tax provision involves the application of complex tax rules and regulations within multiple jurisdictions. The Company's tax liabilities include estimates for all income-related taxes that the Company believes are probable and that can be reasonably estimated. To the extent that the Company’s estimates are understated, additional charges to the provision for income taxes would be recorded in the period in which the Company determines such understatement. If the Company's income tax estimates are overstated, income tax benefits will be recognized when realized. .
 
The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. As of July 31, 2015, no liabilities were required to be recorded related to tax positions taken
 
In accordance with FASB guidance, the Company has elected to include interest and penalties related to its tax contingencies as a component of other expense. There were no accruals for interest and penalties related to uncertain tax positions as of July 31, 2015. 
Revenue Recognition, Policy [Policy Text Block]
Revenue Recognition - The Company generates revenues from the sale of wireless products primarily in the medical field, and from software licensing and support arrangements with third parties.
 
Product and Other
 
The Company's product revenues are recognized upon shipment or delivery and acceptance of products by customers, when pervasive evidence of a sales arrangement exists, the price is fixed or determinable, the title has transferred and collection of resulting receivables is reasonably assured.
 
License and Support
 
The Company recognized revenue during the year ended July 31, 2015 pursuant to its joint development and license agreement with PC Driver Headquarters, LP, a Texas limited partnership (“PC Drivers”), which was entered into on September 17, 2014. The agreement provides for AmbiCom to license its automated optimization software tool to PC Drivers in order for the technology to be incorporated and integrated into PC Driver’s application offerings (“Jointly Developed Software”), which is marketed to consumers in the United States. The agreement provides for PC Drivers to perform the sales and marketing functions for the Jointly Developed Software and for AmbiCom to perform the hosting, maintenance, and support functions related to the Jointly Developed Software in addition to maintaining servers dedicated for the combined application offerings. AmbiCom is also responsible for performing certain additional professional services related to software development for new features and functionality as agreed to by both parties.
 
Upon entering into the agreement, AmbiCom received a one-time, non-refundable payment of $150,000 from PC Drivers in consideration for licensing the software to PC Drivers pursuant to the agreement. The Company recorded the payment as deferred revenue upon receipt and will recognize the amount as license revenue over the term of the agreement of approximately 6 years (based on the expiration date of AmbiCom’s patent as stipulated in the agreement).
 
Additionally, during the year ended July 31, 2015, PC Drivers advanced $180,635 to AmbiCom, which was used to pay for additional development services and to purchase servers and other equipment needed to support the application offerings. This balance is owed to PC Drivers and will be deducted from future cash flows generated from licensing and support revenue and repaid to PC Drivers. As of July 31, 2015 the advance from the development partner was reflected as part of current liabilities on the consolidated balance sheet.
 
The agreement provides for the two parties to split all revenues and expenses related to the sale of the software tool in the consumer market over the term of the agreement. All net revenues generated are split 50/50 between PC Driver and the Company.
Research and Development Expense, Policy [Policy Text Block]
Research and Development Costs -Research and development costs are charged to operations as incurred. Research and development expenses consist primarily of compensation and related costs for personnel responsible for the research and development activities relating to new and existing products.
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]
Stock-Based Compensation - The Company accounts for its stock-based compensation expense based on the fair value of the stock-based awards that are ultimately expected to vest. The fair value of an employee stock option grant is estimated on the date of grant using the Black-Scholes option pricing model, and is recognized as expense on a straight-line basis over the employee’s requisite service period (generally the vesting period), net of estimated forfeitures. Forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from the prior estimates.
 
The Company records the expense attributed to non-employee services paid with stock-based awards based on the estimated fair value of the awards determined using the Black-Scholes option pricing model. The measurement of stock-based compensation for non-employees is subject to re-measurement as the options vest, and the expense is recognized over the period during which services are received.
Concentration [Policy Text Block]
Concentration - Financial instruments which potentially subject the Company to concentrations of credit risk are primarily accounts receivable. The Company performs ongoing credit evaluations of its customers’ financial condition. If the collection of the receivable becomes doubtful, the Company establishes a reserve in an amount determined appropriate for the perceived risk.
 
The Company maintains its cash accounts at commercial banks. From time to time, cash balances maintained in such banks may exceed the insured amount by the Federal Deposit Insurance Corporation (FDIC). As of July 31, 2015, management does not believe it was exposed to any significant risk on cash balances.
 
Four customers accounted for 81% of revenue for the year ended July 31, 2015 and four customers accounted for 84% of revenue for the year ended July 31, 2014.
 
Two vendors accounted for 100% of purchases for the year ended July 31, 2015 and two vendors accounted for 93% of purchases for the year ended July 31, 2014.
Derivatives, Policy [Policy Text Block]
Convertible Instruments – The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging.”ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract,(b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional (as that term is described in the implementation guidance to ASC 815).
 
The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options.
 
Derivative financial liabilities are initially recorded at fair value, with gains and losses arising from changes in fair value recognized in other income (expense), net in the consolidated statements of operations at each period end while such instruments are outstanding.
 
The terms of the conversion features associated with the convertible debt do not explicitly limit the potential number of shares issuable upon conversion and accordingly could result in the Company’s obligation to deliver a potentially unlimited number of shares upon settlement. As such, share settlement is not considered to be within the control of the Company.
 
Under ASC 815-40-35, the Company adopted a sequencing policy that reclassifies contracts, with the exception of stock options, from equity to assets or liabilities for those with the latest inception date first. Future issuance of securities will be evaluated as to reclassification as a liability under our sequencing policy of latest inception date.
 
In accordance with the guidance under ASC 815-40-25, we have evaluated that we have a sufficient number of authorized and unissued shares as of July 31, 2015, to settle all existing commitments.
Earnings Per Share, Policy [Policy Text Block]
Net Income (Loss) Per Share of Common Stock – Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net income (loss) per share calculation, convertible preferred stock, convertible promissory notes, and stock are considered to be potentially dilutive securities. Because the Company has reported a net loss for the years ended July 31, 2015 and 2014, diluted net loss per common share is the same as basic net loss per common share for those periods.
New Accounting Pronouncements, Policy [Policy Text Block]
Recent Accounting Pronouncements - From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.
 
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual period, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The Company does not expect that the adoption of ASU 2015-03 will have a material effect on its financial statements.
 
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company does not expect that the adoption of ASU 2015-03 will have a material effect on its financial statements.
 
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The ASU is effective for public entities for annual periods beginning after December 15, 2017. In June 2015, the FASB deferred for one year the effective date of the new revenue standard, with an option that would permit companies to adopt the standard as early as the original effective date. Early adoption prior to the original effective date is not permitted. The Company is evaluating the impact this standard may have on its revenue recognition, but does not expect that the adoption will have a material impact on the Company’s financial statements.