þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended September 30, 2012 |
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to |
Florida
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83-0245581
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company þ
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Page
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PART I
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||||||
Item 1.
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Business
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3
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||||
Item 1A. | Risk Factors | 3 | ||||
Item 2.
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Properties
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6
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||||
Item 3.
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Legal Proceedings
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6
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||||
Item 4.
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Mine Safety Disclosures
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6
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||||
PART II
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||||||
Item 5.
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Market for Registrant’s Common Equity and Related Stockholder Matters
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7
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||||
Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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7
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||||
Item 8.
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Consolidated Financial Statements
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10
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||||
Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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34
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||||
Item 9A.
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Controls and Procedures
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34
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PART III
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||||||
Item 10.
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Directors, Executive Officers and Corporate Governance of the Registrant
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34
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Item 11.
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Executive Compensation
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35
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||||
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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37
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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37
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Item 14.
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Principal Accountant Fees and Services
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38
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PART IV
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||||||
Item 15.
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Exhibits and Financial Statement Schedules
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39
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||||
Signatures
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39
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|||||
EX-31.1 Rule 13a-14(a) Certification of President and Principal Executive Officer
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||||||
EX-31.2 Rule 13a-14(a) Certification of Treasurer and Principal Financial Officer
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||||||
EX-32.1 Certification of President and Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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||||||
EX-32.2 Certification of Treasurer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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●
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curtailment of the U.S. Government’s use of technology or other services and products providers, including curtailment due to government budget reductions and related fiscal matters;
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●
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developments in Iraq, Afghanistan or other geopolitical developments that affect demand for our products and services;
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our ability to hire and retain personnel to meet increasing demand for our services; and
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technological developments that impact purchasing decisions or our competitive position.
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suspend us from receiving new contracts pending resolution of alleged violations of procurement laws or regulations;
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terminate existing contracts;
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reduce the value of existing contracts;
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audit our contract-related costs and fees, including allocated indirect costs; and
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control and potentially prohibit the export of our products.
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the frequent need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties and/or cost overruns;
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the substantial time, effort and experience required to prepare bids and proposals for competitively awarded contracts that may not be awarded to us;
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design complexity and rapid technological obsolescence; and
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the constant need for design improvement.
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requiring a substantial portion of our net cash flow from operations to be used to pay interest and principal on our debt and therefore be unavailable for other purposes, including acquisitions, capital expenditures, paying dividends to our shareholders, repurchasing shares of our common stock, research and development and other investments;
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●
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limiting our ability to obtain additional financing for acquisitions, working capital, investments or other expenditures, which, in each case, may limit our ability to carry out our acquisition strategy;
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increasing interest expenses due to higher interest rates on our borrowings that have variable interest rates;
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heightening our vulnerability to downturns in our business or in the general economy and restricting us from making acquisitions, introducing new technologies and products or exploiting business opportunities; and
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●
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impacting debt covenants that limit our ability to borrow additional funds, dispose of assets, or repurchase shares of our common stock. Failure to comply with such covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our outstanding indebtedness.
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Quarter Ending
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High
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Low
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||||||
December 31, 2010
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$ | 0.0800 | $ | 0.0300 | ||||
March 31, 2011
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0.1400 | 0.0400 | ||||||
June 30, 2011
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0.0700 | 0.0400 | ||||||
September 30, 2011
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0.0600 | 0.0100 | ||||||
December 31, 2011
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$ | 0.0190 | $ | 0.0030 | ||||
March 31, 2012
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0.0190 | 0.0026 | ||||||
June 30, 2012
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0.0070 | 0.0006 | ||||||
September 30, 2012
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0.0017 | 0.0002 |
Page
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||||
Report of Independent Registered Public Accounting Firm
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11
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|||
Consolidated Balance Sheets as of September 30, 2012 and 2011
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12
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|||
Consolidated Statements of Operations for the Years Ended September 30, 2012 and 2011
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13
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Consolidated Statements of Cash Flows for the Years Ended September 30, 2012 and 2011
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14
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Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended September 30, 2012 and 2011
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16
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Notes to Consolidated Financial Statements
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17
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September 30,
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||||||||
2012
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2011
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|||||||
ASSETS
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||||||||
Cash and cash equivalents
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$ | 29,034 | $ | 169,499 | ||||
Accounts receivable
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112,005 | 228,085 | ||||||
Contract claim receivable
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- | - | ||||||
Inventory
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1,023,980 | 685,226 | ||||||
Other current assets
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48,334 | 130,826 | ||||||
Current assets from discontinued operations
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- | - | ||||||
Total Current Assets
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1,213,353 | 1,213,636 | ||||||
Property, plant and equipment
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2,474,928 | 2,545,258 | ||||||
Investments
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- | 1,791,855 | ||||||
Other assets
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27,461 | 107,618 | ||||||
Non-current assets from discontinued operations
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- | - | ||||||
$ | 3,715,742 | $ | 5,658,367 | |||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT
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||||||||
Accounts payable
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$ | 423,102 | $ | 203,769 | ||||
Accrued expenses
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7,202,905 | 6,416,831 | ||||||
Advance payments and billings in excess of cost
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666,490 | 883,504 | ||||||
Current portion of long term debt
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8,386,675 | 5,365,245 | ||||||
Current liabilities from discontinued operations
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2,011,937 | 1,934,588 | ||||||
Total current liabilities
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18,691,109 | 14,803,937 | ||||||
Shareholder loans and accrued interest
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185,195 | 185,392 | ||||||
Long term debt, net of current portion
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1,144,074 | 1,268,925 | ||||||
20,020,378 | 16,258,254 | |||||||
Commitments and contingencies
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- | - | ||||||
Shareholders’ deficit
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||||||||
Preferred stock, $.00001 par, authorized 5,000,000,000 shares; 2,000,000,000 and -0- issued and outstanding at September 30, 2012 and 2011
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20,000 | - | ||||||
Common stock, $.001 par; authorized 5,000,000,000 shares, 1,658,327,831 and 438,138,975 issued and outstanding at September 30, 2012 and 2011
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1,658,328 | 438,139 | ||||||
Additional paid in Capital in excess of par
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20,223,672 | 18,065,442 | ||||||
Retained earnings (deficit)
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(38,206,636 | ) | (29,103,468 | ) | ||||
(16,304,636 | ) | (10,599,887 | ) | |||||
$ | 3,715,742 | $ | 5,658,367 |
Years Ended September 30,
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||||||||
2012
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2011
|
|||||||
Revenues
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$ | 3,142,062 | $ | 4,903,292 | ||||
Cost of revenues
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2,290,051 | 3,136,389 | ||||||
Gross profit
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852,011 | 1,766,903 | ||||||
Selling and administrative expenses
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3,613,979 | 5,475,857 | ||||||
Stock based compensation
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2,265,939 | 3,020,055 | ||||||
Depreciation and amortization expense
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1,807,865 | 2,141,931 | ||||||
Interest expense
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944,561 | 1,012,163 | ||||||
Total expenses
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8,632,344 | 11,650,006 | ||||||
Loss from operations
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(7,780,333 | ) | (9,883,103 | ) | ||||
Other income (expense)
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||||||||
Other income (expense)
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(1,231,488 | ) | 1,273,735 | |||||
Loss from continuing operations before income taxes
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(9,011,821 | ) | (8,609,368 | ) | ||||
Income tax expense
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- | - | ||||||
Loss from continuing operations
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(9,011,821 | ) | (8,609,368 | ) | ||||
Gain (loss) from discontinued operations, net of tax
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(91,347 | ) | 486,416 | |||||
Net loss
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$ | (9,103,168 | ) | $ | (8,122,952 | ) | ||
Basic and diluted net loss per common share
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||||||||
Loss from continuing operations
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$ | (.0099 | ) | $ | (033 | ) | ||
Loss from discontinued operations
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(.0001 | ) | (.002 | ) | ||||
Net loss
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$ | (.01 | ) | $ | (.031 | ) | ||
Weighted average common shares, basic and diluted
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910,016,129 | 259,784,348 |
Years Ended September 30,
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||||||||
2012
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2011
|
|||||||
Cash flows from operating activities:
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||||||||
Net loss
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$
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(9,103,168)
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$
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(8,122,952)
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||||
(Gain) loss from discontinued operations
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91,347
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(486,416)
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||||||
Loss from continuing operations
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(9,011,821)
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(8,609,368)
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||||||
Adjustments to reconcile loss from continuing operations to net cash flows from operating activities:
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||||||||
Depreciation and amortization
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1,807,865
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2,141,931
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||||||
Loss recognized on investments
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1,746,857
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-
|
||||||
Loss on disposal of assets
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9,897
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-
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||||||
Stock based compensation
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2,265,939
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3,020,055
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||||||
Changes in operating assets and liabilities
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||||||||
Accounts receivable
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116,080
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223,708
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||||||
Inventory
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(338,754)
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554,805
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||||||
Prepaid expenses and other assets
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82,492
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721,625
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||||||
Accounts payable and accrued expenses
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1,065,407
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275,992
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||||||
Advance payments and billings in excess of costs
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(217,014)
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(567,783)
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||||||
Net cash flows from operating activities – continuing operations
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(2,473,052)
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(2,239,035)
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||||||
Net cash flows from operating activities – discontinued operations
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-
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(116,171)
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||||||
Net cash flows from operating activities
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(2,473,052)
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(2,355,206)
|
||||||
Cash flows from investing activities:
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||||||||
Investments in multiple companies
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-
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(25,000)
|
||||||
Purchase of property and equipment
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(89,725)
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(209,180)
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||||||
Net cash flows from investing activities – continuing operations
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(89,725)
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(234,180)
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||||||
Net cash flows from investing activities – discontinued operations
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-
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-
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||||||
Net cash flows from investing activities
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(89,725)
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(234,180)
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||||||
Cash flows from financing activities
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||||||||
Shareholder advances
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-
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667,154
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||||||
Repayment of Shareholder loans
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(91,943)
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(1,205,736)
|
||||||
Increases in long term debt
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2,625,000
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3,581,500
|
||||||
Repayments of long term debt
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(110,745)
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(929,638)
|
||||||
Proceeds from sale of stock
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-
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633,000
|
||||||
Net cash flows from financing activities – continuing operations
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2,422,312
|
2,746,280
|
||||||
Net cash flows from financing activities – discontinued operations
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-
|
-
|
||||||
Net cash flows from financing activities
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2,422,312
|
2,746,280
|
||||||
Increase (decrease) in cash and cash equivalents
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(140,465)
|
156,894
|
||||||
Cash and cash equivalents, beginning
|
169,499
|
12,605
|
||||||
Cash and cash equivalents, ending
|
$
|
29,034
|
$
|
169,499
|
||||
Cash paid for interest
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$
|
51,115
|
$
|
305,312
|
||||
Cash paid for taxes
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$
|
-
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$
|
-
|
|
·
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October 2011, the Company issued 8,896,394 common shares issued as conversion of debt
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|
·
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October 2011, the Company issued 500,000 common shares for services
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|
·
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November 2011, the Company issued 10,268,342 common shares to various individuals
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|
·
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November 2011, the Company issued 5,352,941 common shares as conversion of debt
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|
·
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December 2011, the Company issued 12,831,591 common shares as conversion of debt
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|
·
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December 2011, the Company issued 90,000,000 common shares and authorized the issuance of an additional 60,000,000 shares as conversion of related party debt 50,000,000 of which were issued in the first quarter of 2012
|
|
·
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January 2012, the Company issued 151,500,000 common shares for services
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|
·
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February 2012 , the Company issued 750,000 common shares for services
|
|
·
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February 2012, the Company issued 95,000,000 common shares in association with new debt
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|
·
|
February 2012, the Company issued 2,400,000 common shares as conversion of debt
|
|
·
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March 2012, the Company issued 3,142,857 common shares as conversion of debt
|
|
·
|
April 2012, the Company issued 3,461,538 common shares as conversion of debt
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|
·
|
April 2012, the Company issued 20,000,000 common shares for services
|
|
·
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May 2012, the Company issued 25,412,821 common shares for services
|
|
·
|
May 2012, the Company issued 6,360,000 common shares as conversion of debt
|
|
·
|
May 2012, the Company issued 35,000,000 common shares in association with new debt
|
|
·
|
June 2012, the Company issued 75,000,000 common shares in association with new debt
|
|
·
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June 2012, the Company issued 14,084,507 common shares as conversion of debt
|
|
·
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June 2012, the Company issued 30,878,777 common shares for services
|
|
·
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June 2012, the Company issued 21,830,956 common shares as conversion of debt
|
|
·
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July 2012, the Company issued 168,289,206 common shares in association with new debt
|
|
·
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August 2012, the Company issued 18,380,744 common shares as interest payment on debt
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|
·
|
August 2012, the Company issued 193,846,154 common shares in association with new debt
|
|
·
|
September 2012, the Company issued 177,002,028 common shares in association with new debt
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Preferred Stock
|
Common Stock
|
|||||||||||||||||||||||||||
Number of Shares
|
Amount
|
Number of Shares
|
Amount
|
Additional Paid in Capital
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Accumulated (deficit)
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Total
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||||||||||||||||||||||
Balances, September 30, 2010
|
- | $ | - | 81,902,405 | $ | 81,902 | $ | 8,002,412 | $ | (20,980,516 | ) | $ | (12,896,202 | ) | ||||||||||||||
Issuance of shares for services
|
2,328,156 | 2,328 | 124,310 | 126,638 | ||||||||||||||||||||||||
Issuance of shares associated with related party debt
|
51,659,181 | 51,659 | 864,590 | 916,249 | ||||||||||||||||||||||||
Issuance of shares from sales
|
5,379,385 | 5,380 | 384,620 | 390,000 | ||||||||||||||||||||||||
Issuance of warrants and convertible debt
|
93,730 | 93,730 | ||||||||||||||||||||||||||
Issuance of shares for services
|
5,490,444 | 5,491 | 453,657 | 459,148 | ||||||||||||||||||||||||
Issuance of shares in satisfaction of debt
|
6,000,000 | 6,000 | 119,000 | 125,000 | ||||||||||||||||||||||||
Issuance of shares from sales
|
13,422,222 | 13,422 | 229,578 | 243,000 | ||||||||||||||||||||||||
Issuance of warrants and convertible debt
|
645,971 | 645,971 | ||||||||||||||||||||||||||
Issuance of shares associated with related party debt
|
199,395,376 | 199,395 | 1,794,558 | 1,993,953 | ||||||||||||||||||||||||
Issuance of shares for services
|
30,766,775 | 30,767 | 1,805,502 | 1,836,269 | ||||||||||||||||||||||||
Issuance of shares to securitize debt
|
10,000,000 | 10,000 | 588,000 | 598,000 | ||||||||||||||||||||||||
Issuance of shares associated with new debt
|
9,000,000 | 9,000 | 513,000 | 522,000 | ||||||||||||||||||||||||
Issuance of warrants and convertible debt
|
1,861,329 | 1,861,329 | ||||||||||||||||||||||||||
Issuance of shares associated with related party debt
|
20,000,000 | 20,000 | 180,000 | 200,000 | ||||||||||||||||||||||||
Issuance of shares in satisfaction of debt
|
2,795,031 | 2,795 | 24,205 | 27,000 | ||||||||||||||||||||||||
Issuance of warrants and convertible debt
|
380,980 | 380,980 | ||||||||||||||||||||||||||
Net loss for the year ended September 30, 2011
|
(8,122,952 | ) | (8,122,952 | ) | ||||||||||||||||||||||||
Balances September 30, 2011
|
- | - | 438,138,975 | 438,139 | 18,065,442 | (29,103,468 | ) | (10,599,887 | ) | |||||||||||||||||||
Issuance of shares for services
|
2,000,000,000 | 20,000 | 248,683,366 | 248,684 | 687,851 | 956,535 | ||||||||||||||||||||||
Issuance of shares without consideration in completion of a prior year transaction
|
9,007,318 | 9,007 | (9,007 | ) | ||||||||||||||||||||||||
Issuance of shares in satisfaction of debt
|
767,498,172 | 767,498 | 207,602 | 975,100 | ||||||||||||||||||||||||
Issuance of convertible debt
|
142,380 | 142,380 | ||||||||||||||||||||||||||
Issuance of shares associated with new debt
|
205,000,000 | 205,000 | 797,500 | 1,002,500 | ||||||||||||||||||||||||
Issuance of common stock warrants
|
366,904 | 366,904 | ||||||||||||||||||||||||||
Cancellation of previously authorized shares not issued
|
(10,000,000 | ) | (10,000 | ) | (35,000 | ) | (45,000 | ) | ||||||||||||||||||||
Net loss for the year ended September 30. 2012
|
(9,103,168 | ) | (9,103,168 | ) | ||||||||||||||||||||||||
Balances, September 30, 2012
|
2,000,000,000 | $ | 20,000 | 1,658,327,831 | $ | 1,658,328 | $ | 20,223,672 | $ | (38,206,636 | ) | $ | (16,304,636 | ) |
September 30,
2012 |
September 30,
2011 |
|||||||
Finished goods
|
$ | - | $ | - | ||||
Work in process
|
- | 96,000 | ||||||
Materials and supplies
|
1,023,980 | 589,226 | ||||||
Total inventory of continuing operations
|
$ | 1,023,980 | $ | 685,226 |
As of September 30,
|
||||||||
2012
|
2011
|
|||||||
Land
|
$ | 1,225,000 | $ | 1,225,000 | ||||
Buildings and improvements
|
1,170,194 | 1,170,194 | ||||||
Machinery and equipment
|
752,554 | 698,759 | ||||||
Funiture and fixtures
|
45,735 | 44,735 | ||||||
3,193,483 | 3,138,688 | |||||||
Less accumulated depreciation
|
(718,555 | ) | (593,430 | ) | ||||
Net property, plant and equipment
|
$ | 2,474,928 | $ | 2,545,258 |
Year Ended
September 30, |
||||||||
2012
|
2011
|
|||||||
Revenue
|
$ | - | $ | 254,004 | ||||
Cost of Sales
|
- | (152,403 | ) | |||||
Gross profit
|
- | 101,601 | ||||||
Operating expenses and interest
|
(91,347 | ) | (542,802 | ) | ||||
Other income
|
- | 927,617 | ||||||
Income (loss) from operations
|
(91,347 | ) | 486,416 | |||||
Loss on disposal of discontinued operations
|
- | - | ||||||
Income tax benefit
|
- | - | ||||||
Income (loss) from discontinued operations, net of tax
|
$ | (91,347 | ) | $ | 486,416 |
September 30,
|
||||||||
2012
|
2011
|
|||||||
Accounts receivable
|
$ | - | $ | - | ||||
Inventory
|
- | - | ||||||
Other current assets
|
- | - | ||||||
Total current assets from discontinued operations
|
- | - | ||||||
Property plant and equipment - net
|
- | - | ||||||
Other assets
|
- | - | ||||||
Total assets from discontinued operations
|
$ | - | $ | - | ||||
Accounts payable and accrued expenses
|
$ | 351,054 | $ | 273,705 | ||||
Current portion of long-term debt
|
1,660,883 | 1,660,883 | ||||||
Provision for loss on disposal of business segment
|
- | - | ||||||
Total current liabilities associated with discontinued operations
|
2,011,937 | 1,934,588 | ||||||
Long term debt, net of current portion
|
- | - | ||||||
Total liabilities associated with discontinued operations
|
$ | 2,011,937 | $ | 1,934,588 |
Cost
|
Gain
|
Loss
|
Fair Value
|
|||||||||||||
Level 1 Equity Investments
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Level 2 Equity Investments
|
184,500 | - | 184,500 | - | ||||||||||||
Level 2 Loans
|
1,607,355 | - | 1,607,355 | - | ||||||||||||
$ | 1,791,855 | $ | - | $ | 1,791,855 | $ | - |
September 30, 2012
|
September 30, 2011
|
|||||||
Promissory note payable to Webster Business Capital Corporation, dated December 16, 2008, in the original amount of $825,000 payable in full on June 30, 2009, with interest at 4.5% annually. This note was not repaid and is still outstanding as of the issuance of these financial statements. This note is secured by a lien on real estate, timber rights and certain equipment with net carrying values of approximately $2,000,000 at September 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)
|
$ | 825,000 | $ | 825,000 | ||||
Mortgage payable to Bank of America, dated March 10, 2006, in the original amount of $840,000 payable in monthly fixed principal payments of $4,667 plus variable interest at 2.5% plus the banks index rate, secured by real estate with carrying values of approximately $1,500,000 at September 30, 2012. Final payment is due on March 10, 2021. (this note was paid in full at the October 24, 2012 sale of assets)
|
480,666 | 532,000 | ||||||
Note payable to Harold L. and Helene M. McCray, dated October 19, 2005, in the original amount of $1,070.000, bearing interest at 8% per annum, payable in monthly installments of $10,225.48 secured by land and buildings with carrying values of approximately $1,500,000 at September 30, 2012. Final payment is due on December 1, 2020. (this note was paid in full at the October 24, 2012 sale of assets)
|
776,116 | 799,283 |
Note payable to Edward Viola, dated October 19, 2005, in the original amount of $80,000, bearing interest at 8% per annum, payable in monthly installments of $764.52. Final payment is due on December 1, 2020. (this note was paid in full at the October 24, 2012 sale of assets)
|
54,880 | 59,463 | ||||||
Note payable to PNL Newco II, LLC, dated December 22, 2009, in the original amount of $2,000,000, payable in monthly fixed principal payments of $42,000 plus variable interest at LIBOR plus 5% with a minimum rate of 5.5%, secured by an earn out agreement with the party that acquired all of the personal property of the discontinued operations of BT Manufacturing Company, LLC. Final balloon payment was due December 22, 2011. (this note was paid off through a negotiated settlement subsequent to the October 24, 2012 sale of assets)
|
1,660,883 | 1,660,883 | ||||||
Convertible Note payable to GovFunding, LLC, dated February 4, 2011, in the amount of $3,158,000 bearing interest at 18%., secured by a lock box agreement tied to the proceeds of a single government contract with a carrying value of approximately $2,600,000 at September 30, 2012. Final payment is due January 31, 2012. (this note was paid in full at the October 24, 2012 sale of assets)
|
3,158,000 | 2,955,646 | ||||||
Convertible Note payable to Asher Enterprises, Inc. dated February 28, 2011 in the original amount of $75,000, current balance net of debt discount of $6,141, bearing interest at 8%. with a maturity date of December 2, 2011.
|
- | 41,859 | ||||||
Insurance premium financing agreement with First Insurance Funding Corp. dated January 21, 2011 in the original amount of $75,043, bearing interest at 9.9%, payable in monthly installments of $8,693 per month, final payment due October 21, 2011
|
- | 7,924 | ||||||
Note payable to The David J Keehan Trust dated June 30, 2011 in the amount of $500,000, bearing interest at the rate of 10% payable interest only through maturity. Final payment due September 30, 2011.
|
- | 500,000 | ||||||
Convertible Note payable to Asher Enterprises, Inc. dated March 31, 2011 in the amount of $42,500 net of debt discount of $5,703, bearing interest at 8%. with a maturity date of January 4, 2012.
|
- | 36,797 | ||||||
Convertible Note payable to Asher Enterprises, Inc. dated May 26, 2011 in the amount of $35,000 net of debt discount of $7,459, bearing interest at 8%. with a maturity date of March 1, 2012.
|
- | 27,541 | ||||||
Convertible Note payable to GovFunding, LLC dated May 25, 2011 in the amount of $220,000, bearing interest at 18%. with a maturity date of April 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)
|
220,000 | 146,573 |
Convertible Note payable to GovFunding LLC dated June 23, 2011 in the amount of $133,000, bearing interest at 18%. with a maturity date of June 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)
|
133,000 | 78,946 | ||||||
Note payable to GovFunding LLC dated July 14, 2011 in the amount of $105,000, bearing interest at 18%. with a maturity date of August 1, 2011. (this note was paid in full at the October 24, 2012 sale of assets)
|
105,000 | 105,000 | ||||||
Insurance premium financing agreement with Flat Iron Capital dated July 26, 2011 in the original amount of $14,224, bearing interest at 7.4%, payable in monthly installments of $1,251 per month, final payment due May 26, 2012
|
- | 9,737 | ||||||
Convertible Note payable to GovFunding LLC dated August 1, 2011 in the amount of $128,000, bearing interest at 18%. with a maturity date of April 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)
|
128,000 | 62,208 | ||||||
Convertible Note payable to GovFunding LLC dated August 9, 2011 in the amount of $250,000, bearing interest at 18%. with a maturity date of June 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)
|
250,000 | 112,865 | ||||||
Convertible Note payable to Asher Enterprises, Inc. dated August 19, 2011 in the original amount of $43,000 net of debt discount of $16,416, bearing interest at 8%. with a maturity date of May 22, 2012
|
- | 26,584 | ||||||
Note payable to The David J Keehan Trust dated July 11, 2011 in the amount of $100,000, bearing interest at the rate of 10% payable interest only through maturity. Final payment due September 30, 2011.
|
- | 100,000 | ||||||
Note payable to The David J Keehan Trust dated August 5, 2011 in the amount of $100,000, bearing interest at the rate of 10% payable interest only through maturity. Final payment due September 30, 2011.
|
- | 100,000 | ||||||
Note payable to The David J Keehan Trust dated August 5, 2011 in the amount of $50,000, bearing interest at the rate of 10% payable interest only through maturity. Final payment due September 30, 2011.
|
- | 50,000 | ||||||
Convertible Note payable to GovFunding LLC dated August 30, 2011 in the amount of $110,000, bearing interest at 18%. with a maturity date of June 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)
|
110,000 | 56,744 |
Convertible Note payable to Asher Enterprises, Inc. dated May 15, 2012 in the original amount of $32,500 net of discount of $7,468, bearing interest at 8% with a maturity date of February 21, 2013.
|
25,032 | - | ||||||
Convertible Note payable to Asher Enterprises, Inc. dated July 16, 2012 in the original amount of $32,500 net of discount of $10,612, bearing interest at 8% with a maturity date of April 19, 2013.
|
21,888 | - | ||||||
Note payable to Keehan Trust Funding, LLC dated January 19, 2012 in the amount of $1,550,000, bearing interest at the rate of 10%. This note is secured by the assignment of the proceeds of a government contract with a value in excess of $4,500,000 as of June 30, 2012. Final payment due upon delivery.
|
1,550,000 | - | ||||||
Note payable to GovFunding LLC dated March 30, 2012 in the amount of $100,000, bearing interest at 18%. Final payment was due June 1, 2012. (this note was paid in full at the October 24, 2012 sale of assets)
|
100,000 | - | ||||||
Note payable to Keehan Trust Funding, LLC dated March 30, 2012 with a maximum amount of $653,731, bearing interest as the rate of 10%. This note is secured by the assignment of the proceeds of certain government contracts with a value in excess of $700,000 as of September 30, 2012
|
285,000 | - | ||||||
Convertible Note payable to an individual dated May 4, 2012 in the amount of $25,000, bearing interest at 18% with a maturity date of July 31, 2012.
|
25,000 | - | ||||||
Convertible Note payable to an individual dated May 4, 2012 in the amount of $25,000, bearing interest at 18% with a maturity date of July 31, 2012.
|
25,000 | - | ||||||
Note payable to GovFunding LLC dated May 11, 2012 in the amount of $200,000, bearing interest at 12% with a maturity date of July 31, 2012. (this note was paid in full at the October 24, 2012 sale of assets)
|
200,000 | - | ||||||
Convertible Note payable to an individual dated May 25, 2012 in the amount of $100,000, bearing interest at 18% with a maturity date of August 25, 2012.
|
100,000 | - | ||||||
Note payable to Keehan Trust Funding, LLC, dated June 1, 2012 in the amount of $700,000, bearing interest at the rate of 10%. This note is secured by the assignment of the proceeds of certain government contracts with a value in excess of $2,000,000 as of September 30, 2012. Final payment due November 30, 2012.
|
700,000 | - | ||||||
Convertible Note payable to an individual dated August 15, 2012 in the amount of $5,000 net of discount of $568, bearing interest at 18% with a maturity date of October 31, 2012.
|
4,432 | - | ||||||
Convertible Note payable to an individual dated May 25, 2012 in the amount of $10,000 net of discount of $1,265, bearing interest at 18% with a maturity date of October 31, 2012.
|
8,735 | - | ||||||
Note payable to GovFunding LLC dated August 7, 2012 in the amount of $245,000, bearing interest at 18%. Final payment due October 15, 2012. (this note was paid in full at the October 24, 2012 sale of assets)
|
245,000 | - | ||||||
11,191,632 | 8,295,053 | |||||||
Less current portion pertaining to continuing operations
|
(8,386,675 | ) | (5,365,245 | ) | ||||
Less current portion associated with discontinued operations
|
(1,660,883 | ) | (1,660,883 | ) | ||||
$ | 1,144,074 | $ | 1,268,925 |
Period ended September 30, | ||||
2013
|
$ |
10,047,558
|
||
2014
|
132,727
|
|||
2015
|
139,095
|
|||
2016
|
145,992
|
|||
2017
|
153,461
|
|||
Thereafter
|
572,799
|
|||
$ |
11,191,632
|
9/30/2012
|
9/30/2011
|
|||||||
Current
|
||||||||
Federal
|
$ | - | $ | - | ||||
State
|
- | - | ||||||
Deferred - Continuing Operations
|
||||||||
Federal
|
- | - | ||||||
State
|
- | - | ||||||
$ | - | $ | - | |||||
Deferred - Discontinued Operations
|
||||||||
Federal
|
- | - | ||||||
State
|
- | - | ||||||
$ | - | $ | - |
Current
|
Non-Current
|
|||||||
Deferred tax assets:
|
||||||||
NOL and contribution carry forwards
|
$ | - | $ | 9,096,657 | ||||
Property & Equipment
|
19,837 | |||||||
Accrued Comp
|
225,780 | |||||||
Accrued Marketing Fee
|
18,254 | |||||||
Share based Compensation
|
- | 2,090,213 | ||||||
244,034 | 11,206,707 | |||||||
Valuation Allowance
|
(244,034 | ) | (11,206,707 | ) | ||||
Net Deferred Tax Asset
|
$ | - | $ | - | ||||
Deferred tax (liabilities):
|
||||||||
- | - | |||||||
Net Deferred Tax Liability
|
- | - | ||||||
Net deferred tax asset (liability)
|
$ | - | $ | - | ||||
Less: current net deferred tax asset (liability)
|
- | - | ||||||
Net non-current deferred tax asset (liability)
|
$ | - | $ | - | ||||
The change in the valuation allowance is as follow:
|
||||||||
September 30, 2011
|
$ | 8,281,754 | ||||||
September 30, 2012
|
11,450,741 | |||||||
Increase in valuation allowance
|
$ | 3,168,987 |
Continuing Operations
|
9/30/2012
|
9/30/2011
|
||||||
Expected provision at US statutory rate
|
34.00 | % | 34.00 | % | ||||
State income tax net of federal benefit
|
3.63 | % | 3.63 | % | ||||
Permanent and Other Differences
|
- | - | ||||||
Valuation Allowance
|
-37.63 | % | -37.63 | % | ||||
Effective Income Tax Rate
|
0.00 | % | 0.00 | % |
Period ended September 30
|
||||
2013
|
$ | 244,838 | ||
2014
|
250,959 | |||
2015
|
257,233 | |||
2016
|
263,664 | |||
2017
|
270,255 | |||
Thereafter
|
3,251,216 | |||
$ | 4,538,165 |
Name
|
Age
|
Office Held
|
|||
Stephen L. Gurba
|
56
|
Chairman of the Board. Chief Executive Officer and President
|
|||
Frank W. Barker, Jr. |
56
|
Chief Financial Officer (1) | |||
C.W. Colburn III (appointed 11/2/12) |
49
|
Chief Financial Officer (1) | |||
Craig Schnee |
63
|
Secretary and General Counsel |
(1)
|
On November 2, 2012, Frank W. Barker, Jr. resigned as Chief Financial Officer and C.W. Colburn III was appointed as new Chief Financial Officer as of that date.
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards (3) |
Option
Awards |
Non-Equity
Incentive Plan |
Change in Pension Value
and non Qualified Deferred |
All Other
Compensation |
Total
|
|||||||||||||||||||||||||
Stephen L. Gurba, Chairman of the Board,
|
2010
|
$ | 367,362 | $ | - | $ | 2,000 | $ | - | $ | - | $ | - | $ | - | $ | 369,362 | |||||||||||||||||
Chief Executive Officer and President (1)
|
2011
|
$ | 507,416 | $ | - | $ | 10,000 | $ | - | $ | - | $ | - | $ | - | $ | 517,416 | |||||||||||||||||
2012
|
$ | 493,682 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 493,682 | ||||||||||||||||||
Craig S Schnee
|
2010
|
$ | 220,000 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 220,000 | |||||||||||||||||
Secretary and General Counsel
|
2011
|
$ | 220,000 | $ | - | $ | 7,000 | $ | - | $ | - | $ | - | $ | - | $ | 227,000 | |||||||||||||||||
2012
|
$ | 220,000 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 220,000 | ||||||||||||||||||
Frank W. Barker, Jr,
|
2010
|
$ | 89,850 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 89,850 | |||||||||||||||||
Chief Financial Officer (1)
|
2011
|
$ | 156,000 | $ | - | $ | 12,000 | $ | - | $ | - | $ | - | $ | - | $ | 168,000 | |||||||||||||||||
2012
|
$ | 39,000 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 39,000 | ||||||||||||||||||
John D. Stanton, Chairman of the Board
|
2010
|
$ | 240,000 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 240,000 | |||||||||||||||||
and Principal Financial Officer (1) (2)
|
2011
|
$ | 180,000 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 180,000 | |||||||||||||||||
2012
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||
$ | 2,733,310 | $ | - | $ | 31,000 | $ | - | $ | - | $ | - | $ | - | $ | 2,764,310 |
|
(1)
|
On July 12, 2011 John Stanton resigned as Chairman, Director and Chief Financial Officer of the Company. Stephen L. Gurba was appointed Chairman of the Board and Frank W. Barker, Jr., was appointed Chief Financial Officer at that time..
|
|
(2)
|
– Mr. Stanton’s compensation was accrued at $20,000 per month through June 30, 2011, which obligation was satisfied through the issuance of stock.
|
|
(3)
|
– Common stock awards are stated at the amount reported as taxable income to the recipients using a par value of $.001 per share as these stock certificates bare a restrictive legend limiting their marketability.
|
OPTION AWARDS
|
STOCK AWARDS
|
||||||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying |
Number of Securities
Underlying
Unexercised |
Equity Incentive
Plan Awards:
Number of Securities |
Option
Exercise |
Option
Expiration |
Number of
Shares or Units |
Market Value of Shares
or Units of Stock That |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Have Not Vested (#)
|
||||||||||||||||||||||||
Stephen L. Gurba
|
50,000,000 | - | - | $ | 0.01 |
5/17/22
|
- | $ | - | - | - | ||||||||||||||||||||||
Craig Schnee
|
50,000,000 | - | - | $ | 0.01 |
5/17/22
|
- | $ | - | - | - | ||||||||||||||||||||||
Craig Schnee
|
50,000,000 | - | - | $ | 0.05 |
2/15/22
|
- | $ | - | - | - |
Name and Principal Position
|
Fees Earned or Paid in Cash ($)
|
Stock
Awards |
Option
Awards |
Non-Equity
Incentive Plan |
Change in Pension Value and non Qualified Deferred Compensation Earnings ($)
|
All Other
Compensation ($) |
Total
|
|||||||||||||||||||||
John D. Stanton
|
$ | - | - | - | - | $ | - | $ | - | $ | - | |||||||||||||||||
Stephen L. Gurba
|
$ | - | - | - | - | $ | - | $ | - | $ | - |
Title of Class
|
Name and Address
of Beneficial Owner |
Amount and Nature of
Beneficial Ownership |
Percent
of Class |
|||||||
Common Stock
|
John D. Stanton
Tampa, Fl
|
126,193,033 | (1) | 3.45 | % | |||||
Common Stock
|
Stephen L. and Evelyn Gurba
2409 N Falkenburg Rd
Tampa, Fl 33619
|
2,123,000,000 | (2)(4) | 58.03 | % | |||||
Common Stock
|
C.W. Colburn III
2409 N Falkenburg Rd
Tampa, Fl 33619
|
58,344,210 | (3) | 1.59 | % | |||||
Common Stock
|
David J Keehan Trust
32473 Lagacy Point Pkwy
Avon Lake, Oh 44012
|
185,000,000 | 5.06 | % |
(1)
|
Includes 1,000,000 shares in the name of Mr. Stanton’s minor children
|
(2)
|
Includes 4,000,000 shares issued in the name of Stephen L and Evelyn Gurba, but being held as security for a loan.
|
(3)
|
Shares are owned by Mr. Colburn’s partnership GovFunding, LLC
|
(4)
|
Includes 2,000,000,000 shares of preferred stock
|
2012
|
$ | 38,250 | ||
2011
|
$ | 39,200 |
2012
|
$ | 0.00 | ||
2011
|
$ | 0.00 |
2012
|
$ | 0.00 | ||
2011
|
$ | 0.00 |
2012
|
$ | 0.00 | ||
2011
|
$ | 0.00 |
(a) and (c)
|
The consolidated financial statements are included in Item 8.
|
||
(b) |
Exhibits:
|
||
10.1
|
Acquisition and Exchange Agreement between Bulova Technologies Group, Inc. and the shareholders of 3Si Holdings, Inc., dated January 1, 2009 (*)
|
||
10.2
|
Asset Purchase Agreement between Anuva Manufacturing Services, Incorporated and BT Manufacturing Company LLC, dated December 31, 2010. (**)
|
||
31.1
|
Rule 13a-14(a) Certification of President and Principal Executive Officer
|
||
31.2
|
Rule 13a-14(a) Certification of Treasurer and Principal Financial Officer
|
||
32.1
|
Certification of President and Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
32.2
|
Certification of Treasurer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS***
|
XBRL Instance
|
||
101.SCH***
|
XBRL Taxonomy Extension Schema
|
||
101.CAL***
|
XBRL Taxonomy Extension Calculation
|
||
101.DEF***
|
XBRL Taxonomy Extension Definition
|
||
101.LAB***
|
XBRL Taxonomy Extension Labels
|
||
101.PRE***
|
XBRL Taxonomy Extension Presentation
|
||
*
|
Previously filed as Exhibit to, and incorporated by reference from, the Company’s Form 10K for the year ended September 30, 2009, on November 16, 2010.
|
||
**
|
Previously filed as Exhibit to, and incorporated by reference from, the Company’s Form 10K for the year ended September 30, 2011, on January 13, 2012.
|
||
***
|
XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
||
Bulova Technologies Group, INC.
|
||||
By
|
/s/ Stephen L. Gurba
|
|||
Stephen L. Gurba
|
||||
Principal Executive Officer
|
/s/ Stephen L. Gurba
|
December 27, 2012
|
|
||||
Stephen L. Gurba | ||||||
Principal Executive Officer
|
||||||
/s/ C.W. Colburn III
|
December 27, 2012
|
|||||
C.W. Colburn III
|
||||||
Principal Financial and Accounting Officer
|
/s/ Stephen L. Gurba
|
|||
Stephen L. Gurba
|
|||
Principal Executive Officer
|
/s/ C.W. Colburn III
|
|||
C.W. Colburn III
|
|||
Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
||||||
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Stephen L. Gurba
|
||
Stephen L. Gurba
|
||
Principal Executive Officer
|
||
December 27, 2012
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
||||||
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ C.W. Colburn III
|
||
C.W. Colburn III
|
||
Principal Financial Officer
|
||
December 27, 2012
|
Note 7 - Long Term Debt (Detail) - Long Term Debt (Parentheticals) (USD $)
|
12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 05, 2010
|
Sep. 30, 2012
Maximum [Member]
Note Payable to Keehan Trust Funding LLC Dated March 30, 2012 [Member]
|
Sep. 30, 2011
Maximum [Member]
Note Payable to Keehan Trust Funding LLC Dated March 30, 2012 [Member]
|
Sep. 30, 2012
Promissory note payable to Webster Business Capital Corporation dated December 16, 2008 [Member]
|
Sep. 30, 2011
Promissory note payable to Webster Business Capital Corporation dated December 16, 2008 [Member]
|
Sep. 30, 2012
Mortgage payable to Bank of America dated March 10, 2006 [Member]
|
Sep. 30, 2011
Mortgage payable to Bank of America dated March 10, 2006 [Member]
|
Sep. 30, 2012
Note payable to Harold L. and Helene M. McCray dated October 19, 2005 [Member]
|
Sep. 30, 2011
Note payable to Harold L. and Helene M. McCray dated October 19, 2005 [Member]
|
Sep. 30, 2012
Note payable to Edward Viola dated October 19, 2005 [Member]
|
Sep. 30, 2011
Note payable to Edward Viola dated October 19, 2005 [Member]
|
Sep. 30, 2012
Note payable to PNL Newco II, LLC dated December 22, 2009 [Member]
|
Sep. 30, 2011
Note payable to PNL Newco II, LLC dated December 22, 2009 [Member]
|
Sep. 30, 2012
Convertible Note Payable to GovFunding, LLC, dated February 4, 2011 [Member]
|
Sep. 30, 2011
Convertible Note Payable to GovFunding, LLC, dated February 4, 2011 [Member]
|
Sep. 30, 2012
Convertible note payable to Asher Enterprises, Inc. dated February 28, 2011 [Member]
|
Sep. 30, 2011
Insurance premium financing agreement with First Insurance Funding Corp dated January 21, 2011 [Member]
|
Sep. 30, 2011
Note payable to The David J Keehan Trust dated June 30, 2011 [Member]
|
Sep. 30, 2011
Convertible note payable to Asher Enterprises, Inc. Dated March 31, 2011 [Member]
|
Sep. 30, 2012
Convertible note payable to Asher Enterprises, Inc. dated May 26, 2011 [Member]
|
Sep. 30, 2011
Convertible note payable to Asher Enterprises, Inc. dated May 26, 2011 [Member]
|
Sep. 30, 2012
Convertible Note Payable to GovFunding LLC dated May 25, 2011 [Member]
|
Sep. 30, 2011
Convertible Note Payable to GovFunding LLC dated May 25, 2011 [Member]
|
Sep. 30, 2012
Convertible Note Payable to GovFunding LLC Dated June 23, 2011 [Member]
|
Sep. 30, 2011
Convertible Note Payable to GovFunding LLC Dated June 23, 2011 [Member]
|
Sep. 30, 2012
Note Payable to GovFunding LLC Dated July 14, 2011 [Member]
|
Sep. 30, 2011
Note Payable to GovFunding LLC Dated July 14, 2011 [Member]
|
Sep. 30, 2012
Insurance Premium Financing Agreement with Flat Iron Capital Dated July 26, 2011 [Member]
|
Sep. 30, 2011
Insurance Premium Financing Agreement with Flat Iron Capital Dated July 26, 2011 [Member]
|
Sep. 30, 2012
Convertible Note Payable to GovFunding LLC Dated August 1, 2011 [Member]
|
Sep. 30, 2011
Convertible Note Payable to GovFunding LLC Dated August 1, 2011 [Member]
|
Sep. 30, 2012
Convertible Note Payable to GovFunding LLC Dated August 9, 2011 [Member]
|
Sep. 30, 2011
Convertible Note Payable to GovFunding LLC Dated August 9, 2011 [Member]
|
Sep. 30, 2012
Convertible Note Payable to Asher Enterprises Inc Dated August 19, 2011 [Member]
|
Sep. 30, 2012
Note Payable to The David J Keehan Trust Dated July 11, 2011 [Member]
|
Sep. 30, 2011
Note Payable to The David J Keehan Trust Dated July 11, 2011 [Member]
|
Sep. 30, 2012
Note Payable to The David J Keehan Trust Dated August 5, 2011 [Member]
|
Sep. 30, 2011
Note Payable to The David J Keehan Trust Dated August 5, 2011 [Member]
|
Sep. 30, 2012
Note Payable to The David J Keehan Trust Dated August 5, 2011 $50,000 [Member]
|
Sep. 30, 2011
Note Payable to The David J Keehan Trust Dated August 5, 2011 $50,000 [Member]
|
Sep. 30, 2012
Convertible Note Payable to GovFunding LLC Dated August 30, 2011 [Member]
|
Sep. 30, 2011
Convertible Note Payable to GovFunding LLC Dated August 30, 2011 [Member]
|
Sep. 30, 2012
Convertible Note Payable to Asher Enterprises Inc Dated May 15, 2012 [Member]
|
Sep. 30, 2011
Convertible Note Payable to Asher Enterprises Inc Dated May 15, 2012 [Member]
|
Sep. 30, 2011
Convertible Note Payable to Asher Enterprises, Inc. dated July 16, 2012 [Member]
|
Sep. 30, 2012
Note Payable to Keehan Trust Funding LLC Dated January 19, 2012 [Member]
|
Sep. 30, 2011
Note Payable to Keehan Trust Funding LLC Dated January 19, 2012 [Member]
|
Sep. 30, 2012
Note Payable to GovFunding LLC Dated March 30, 2012 [Member]
|
Sep. 30, 2011
Note Payable to GovFunding LLC Dated March 30, 2012 [Member]
|
Sep. 30, 2012
Note Payable to Keehan Trust Funding LLC Dated March 30, 2012 [Member]
|
Sep. 30, 2011
Note Payable to Keehan Trust Funding LLC Dated March 30, 2012 [Member]
|
Sep. 30, 2012
Convertible Note Payable to Individual Dated May 4, 2012 $25,000 [Member]
|
Sep. 30, 2011
Convertible Note Payable to Individual Dated May 4, 2012 $25,000 [Member]
|
Sep. 30, 2012
Note Payable to GovFunding LLC Dated May 11, 2012 [Member]
|
Sep. 30, 2011
Note Payable to GovFunding LLC Dated May 11, 2012 [Member]
|
Sep. 30, 2012
Convertible Note Payable to Individual Dated May 25, 2012 for $100,000 [Member]
|
Sep. 30, 2011
Convertible Note Payable to Individual Dated May 25, 2012 for $100,000 [Member]
|
Sep. 30, 2012
Note Payable to Keehan Trust Funding LLC dated June 1, 2012 [Member]
|
Sep. 30, 2011
Note Payable to Keehan Trust Funding LLC dated June 1, 2012 [Member]
|
Sep. 30, 2012
Convertible Note Payable to Individual dated August 15, 2012 [Member]
|
Sep. 30, 2011
Convertible Note Payable to Individual dated August 15, 2012 [Member]
|
Sep. 30, 2012
Convertible Note Payable to Individual Dated May 25, 2012 [Member]
|
Sep. 30, 2011
Convertible Note Payable to Individual Dated May 25, 2012 [Member]
|
Sep. 30, 2012
Note Payable to GovFunding LLC dated August 7, 2012 [Member]
|
Sep. 30, 2011
Note Payable to GovFunding LLC dated August 7, 2012 [Member]
|
|
Interest Rate | 4.50% | 4.50% | 8.00% | 8.00% | 8.00% | 8.00% | 5.50% | 5.50% | 18.00% | 18.00% | 8.00% | 9.90% | 10.00% | 8.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 7.40% | 7.40% | 18.00% | 18.00% | 18.00% | 8.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 18.00% | 18.00% | 8.00% | 8.00% | 8.00% | 10.00% | 10.00% | 18.00% | 18.00% | 10.00% | 10.00% | 18.00% | 18.00% | 12.00% | 12.00% | 18.00% | 18.00% | 10.00% | 10.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | ||||||
Security | $2,000,000 | $1,500,000 | $1,500,000 | 2,600,000 | 4,500,000 | 4,500,000 | 700,000 | 700,000 | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly principal payments | $ 4,667 | $ 4,667 | $ 42,000 | $ 42,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original loan amount | 250,000 | 653,731 | 653,731 | 840,000 | 840,000 | 1,070,000 | 1,070,000 | 80,000 | 80,000 | 2,000,000 | 2,000,000 | 3,158,000 | 3,158,000 | 75,000 | 75,043 | 500,000 | 42,500 | 133,000 | 133,000 | 220,000 | 220,000 | 133,000 | 133,000 | 105,000 | 105,000 | 14,224 | 14,224 | 128,000 | 128,000 | 250,000 | 250,000 | 43,000 | 100,000 | 100,000 | 100,000 | 100,000 | 50,000 | 50,000 | 110,000 | 110,000 | 32,500 | 32,500 | 35,000 | 1,550,000 | 1,550,000 | 110,000 | 110,000 | 25,000 | 25,000 | 200,000 | 200,000 | 100,000 | 100,000 | 700,000 | 700,000 | 5,000 | 5,000 | 10,000 | 10,000 | 245,000 | 245,000 | ||||
Monthly installments | 10,225.48 | 10,225.48 | 764.52 | 764.52 | 8,693 | 1,251 | 1,251 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Discount | $ 202,354 | $ 202,354 | $ 6,141 | $ 5,703 | $ 54,054 | $ 54,054 | $ 65,792 | $ 65,792 | $ 137,135 | $ 137,135 | $ 16,416 | $ 7,468 | $ 7,468 | $ 7,459 | $ 53,256 | $ 53,256 | $ 568 | $ 568 | $ 1,265 | $ 1,265 |
Note 12 - Subsequent Events (Detail) (USD $)
|
0 Months Ended | 1 Months Ended | 2 Months Ended | 10 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 07, 2011
|
May 09, 2011
|
Oct. 07, 2010
|
Nov. 30, 2012
|
Oct. 31, 2012
|
Jun. 29, 2012
|
Jun. 30, 2012
|
May 30, 2012
|
May 31, 2012
|
Apr. 30, 2012
|
Mar. 31, 2012
|
Feb. 29, 2012
|
Jan. 31, 2012
|
Dec. 31, 2011
|
Nov. 30, 2011
|
Oct. 31, 2011
|
Sep. 23, 2011
|
Aug. 19, 2011
|
Apr. 27, 2011
|
Mar. 31, 2011
|
Oct. 31, 2011
|
Oct. 24, 2012
|
Sep. 30, 2012
|
Aug. 09, 2011
|
Mar. 22, 2011
|
Oct. 24, 2012
Gross [Member]
|
Oct. 24, 2012
Reserve [Member]
|
Oct. 24, 2012
Business [Member]
|
Oct. 24, 2012
Keehan [Member]
|
Oct. 24, 2012
Various [Member]
|
Oct. 24, 2012
GovFunding [Member]
|
|
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 652,174 | 3,500,000 | 6,659,181 | 183,029,958 | 1,003,731,260 | 21,830,956 | 14,084,507 | 6,360,000 | 6,360,000 | 3,461,538 | 3,142,857 | 2,400,000 | 12,831,591 | 5,352,941 | 8,896,394 | 2,142,857 | 20,000,000 | 195,895,376 | 6,000,000 | 8,896,394 | 171,830,956 | ||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 166,000,000 | 30,878,777 | 25,412,821 | 25,412,821 | 20,000,000 | 750,000 | 151,500,000 | 500,000 | |||||||||||||||||||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 10,000,000 | $ 11,200,000 | $ 1,200,000 | ||||||||||||||||||||||||||||
Long-term Debt | 110,000 | 65,000 | 11,191,632 | ||||||||||||||||||||||||||||
Collateralized Financings | $ 2,535,000 | $ 210,000 | $ 550,000 |
Note 10 - Related Party Transactions (Detail) (USD $)
|
0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 07, 2011
|
May 09, 2011
|
Oct. 07, 2010
|
Nov. 30, 2012
|
Oct. 31, 2012
|
Jun. 29, 2012
|
Jun. 30, 2012
|
May 30, 2012
|
May 31, 2012
|
Apr. 30, 2012
|
Mar. 31, 2012
|
Feb. 29, 2012
|
Dec. 31, 2011
|
Nov. 30, 2011
|
Oct. 31, 2011
|
Sep. 23, 2011
|
Aug. 19, 2011
|
Apr. 27, 2011
|
Mar. 31, 2011
|
Oct. 31, 2011
|
Dec. 31, 2010
|
Jun. 30, 2012
|
Sep. 30, 2012
|
Dec. 31, 2011
|
Oct. 29, 2010
Two Major Shareholders [Member]
|
Sep. 30, 2011
Two Major Shareholders [Member]
|
Sep. 30, 2012
Gurba [Member]
|
Jun. 30, 2012
Original Face Amount [Member]
|
Jun. 30, 2012
Amended Face Amount [Member]
|
|
Related Party Transaction, Description of Transaction | 4% | 4% | |||||||||||||||||||||||||||
Related Party Transaction, Rate | 5.00% | ||||||||||||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 1,500,000 | $ 5,000,000 | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 652,174 | 3,500,000 | 6,659,181 | 183,029,958 | 1,003,731,260 | 21,830,956 | 14,084,507 | 6,360,000 | 6,360,000 | 3,461,538 | 3,142,857 | 2,400,000 | 12,831,591 | 5,352,941 | 8,896,394 | 2,142,857 | 20,000,000 | 195,895,376 | 6,000,000 | 8,896,394 | 171,830,956 | 22,500,000 | 226,054,557 | ||||||
Debt Conversion, Converted Instrument, Amount (in Dollars) | 12,000 | 35,000 | 15,000 | 200,000 | 1,958,953 | 42,500 | 699,100 | 2,565,202 | |||||||||||||||||||||
Due to Related Parties | $ 183,816 | $ 369,010 |
Note 4 - Discontinued Operations (Detail) - Operating Results For Discontinued Operations (USD $)
|
1 Months Ended | 12 Months Ended | |
---|---|---|---|
Sep. 30, 2010
|
Sep. 30, 2012
|
Sep. 30, 2011
|
|
Revenue | $ 254,004 | ||
Cost of Sales | (152,403) | ||
Gross profit | 101,601 | ||
Operating expenses and interest | (91,347) | (542,802) | |
Other income | 927,617 | ||
Income (loss) from operations | (91,347) | 486,416 | |
Income tax benefit | 0 | 0 | |
Income (loss) from discontinued operations, net of tax | $ 900,000 | $ (91,347) | $ 486,416 |
Note 8 - Income Taxes (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] |
|
Note 8 - Income Taxes (Detail) - Deferred Tax Assets and Liabilities (USD $)
|
12 Months Ended | |
---|---|---|
Sep. 30, 2012
|
Sep. 30, 2011
|
|
Deferred tax assets: | ||
NOL and contribution carry forwards | $ 9,096,657 | |
Property & Equipment | 19,837 | |
Share based Compensation | 2,090,213 | |
244,034 | 11,206,707 | |
Valuation Allowance | (244,034) | (11,206,707) |
The change in the valuation allowance is as follow: | ||
September 30, 2011 | 11,450,741 | |
September 30, 2012 | 11,450,741 | |
Increase in valuation allowance | 3,168,987 | |
Accrued Compensation [Member]
|
||
Deferred tax assets: | ||
Accrued Comp | 225,780 | |
Accrued Marketing Fee | 225,780 | |
Accrued Marketing Fee [Member]
|
||
Deferred tax assets: | ||
Accrued Comp | 18,254 | |
Accrued Marketing Fee | 18,254 | |
September 30, 2011 [Member]
|
||
The change in the valuation allowance is as follow: | ||
September 30, 2011 | 8,281,754 | |
September 30, 2012 | $ 8,281,754 |
Note 6 - Advance Payments and Billings in Excess of Cost (Detail) (USD $)
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Sep. 30, 2011
|
Jun. 30, 2012
United States Government [Member]
|
Sep. 30, 2011
United States Government [Member]
|
Jan. 02, 2009
United States Government [Member]
|
---|---|---|---|---|---|---|
Amount of Invoiced Amount Withheld to Repay Debt to US Government | 90.00% | 90.00% | ||||
Notes and Loans Payable | $ 6,100,000 | $ 666,490 | $ 883,504 | $ 3,200,597 |
Note 11 - Stockholders' Equity (Detail) (USD $)
|
0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 07, 2011
|
Aug. 02, 2011
|
Aug. 09, 2011
|
Aug. 19, 2011
|
Jul. 14, 2011
|
Apr. 04, 2011
|
Feb. 02, 2011
|
Feb. 04, 2011
|
Nov. 05, 2010
|
Oct. 07, 2010
|
Nov. 30, 2012
|
Oct. 31, 2012
|
Sep. 30, 2012
|
Aug. 31, 2012
|
Jul. 31, 2012
|
Jun. 29, 2012
|
Jun. 30, 2012
|
May 30, 2012
|
May 31, 2012
|
Apr. 30, 2012
|
Mar. 31, 2012
|
Feb. 29, 2012
|
Jan. 31, 2012
|
Dec. 31, 2011
|
Nov. 30, 2011
|
Oct. 31, 2011
|
Sep. 23, 2011
|
Jun. 23, 2011
|
May 09, 2011
|
May 16, 2011
|
Mar. 15, 2011
|
Mar. 22, 2011
|
Oct. 08, 2010
|
May 25, 2011
|
May 26, 2011
|
Apr. 27, 2011
|
Apr. 28, 2011
|
Mar. 31, 2011
|
Feb. 25, 2011
|
Feb. 28, 2011
|
Jan. 27, 2011
|
Oct. 29, 2010
|
Oct. 31, 2011
|
Sep. 30, 2012
|
Sep. 26, 2012
|
Sep. 30, 2011
|
Aug. 09, 2011
$250,000 Convertible Debt [Member]
|
Jan. 31, 2012
Issued for Services [Member]
|
Oct. 31, 2011
Issued for Services [Member]
|
Nov. 30, 2011
Individuals [Member]
|
Aug. 31, 2012
Interest Payment [Member]
|
Oct. 29, 2010
Common Stock [Member]
|
Oct. 29, 2010
Chief Executive Officer [Member]
|
Oct. 29, 2010
Board of Directors Chairman [Member]
|
Aug. 09, 2011
$250,000 Convertible Debt [Member]
|
Dec. 31, 2011
Related Party Debt [Member]
|
Dec. 31, 2011
Related Party Debt [Member]
|
|
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 652,174 | 20,000,000 | 6,659,181 | 183,029,958 | 1,003,731,260 | 21,830,956 | 14,084,507 | 6,360,000 | 6,360,000 | 3,461,538 | 3,142,857 | 2,400,000 | 12,831,591 | 5,352,941 | 8,896,394 | 2,142,857 | 3,500,000 | 195,895,376 | 6,000,000 | 8,896,394 | 171,830,956 | 500,000 | 10,268,342 | 18,380,744 | 22,500,000 | 22,500,000 | |||||||||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 746,775 | 480,000 | 1,086,000 | 932,284 | 30,020,000 | 1,124,444 | 2,550,000 | 1,395,872 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Expense (in Dollars) | $ 43,200 | $ 92,310 | $ 42,885 | $ 98,389 | $ 204,000 | $ 83,752 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 177,002,028 | 193,846,154 | 168,289,206 | 75,000,000 | 35,000,000 | 2,400,000 | 90,000,000 | 9,000,000 | 6,500,000 | 3,333,333 | 1,188,889 | 2,400,000 | 10,268,342 | 5,379,385 | 60,000,000 | 50,000,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount (in Dollars) | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,000,000 | 2,574,000 | 2,300,000 | 1,000,000 | 1,600,000 | 1,800,000 | 1,300,000 | 3,000,000 | 5,850,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 5 | 5 | 5 | 5 | 5 | 5 | 5 | 5 | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding (in Dollars) | 59,282 | 593,783 | 77,160 | 41,759 | 117,552 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 9 months | 10 months | 1 month | 10 months | 10 months | 12 months | 1 month | 10 months | 10 months | 10 months | 10 months | 12 months | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt (in Dollars) | 128,000 | 250,000 | 43,000 | 105,000 | 3,158,000 | 133,000 | 220,000 | 35,000 | 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature (in Dollars) | 84,325 | 19,350 | 54,861 | 73,584 | 16,650 | 16,575 | 27,000 | 163,161 | |||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt (in Dollars) | 110,000 | 65,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | 125,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount (in Dollars) | $ 12,000 | $ 200,000 | $ 15,000 | $ 35,000 | $ 1,958,953 | $ 42,500 | $ 699,100 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued to Securitize Debt | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000,000 | 2,000,000,000 | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 5,000,000,000 | 2,000,000,000 | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 151,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 166,000,000 | 30,878,777 | 25,412,821 | 25,412,821 | 20,000,000 | 750,000 | 151,500,000 | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 168,289,206 | 75,000,000 | 35,000,000 | 95,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Voting Rights | one to one |
Note 2 - Principles of consolidation and basis of presentation:
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2012
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Basis of Presentation and Significant Accounting Policies [Text Block] |
2. Principles
of consolidation and basis of presentation:
These
consolidated financial statements include the assets and
liabilities of Bulova Technologies Group, Inc. and its
subsidiaries as of September 30, 2012 and
2011. All material intercompany transactions
have been eliminated.
On
January 1, 2009, the Company acquired the stock of 3Si
Holdings, Inc. (“3Si”) a privately held
Florida corporation controlled by the majority
stockholder of the Company in exchange for 40,000,000
shares of its common stock. The assets and
operations of 3Si have been accounted for in three
operating subsidiaries, BT Manufacturing Company LLC,
Bulova Technologies Ordnance Systems LLC, and Bulova
Technologies (Europe) LLC (formerly Bulova Technologies
Combat Systems LLC).
BT
Manufacturing Company LLC – prior to
discontinuance, its operations were located in Melbourne,
Florida, in a 35,000 square foot facility where it
assembled a wide range of printed circuit boards,
including single sided through 14 layers, through-hole,
surface mount and mixed. It manufactured cable
assemblies and complete systems and offered value-add
services such as direct-ship to end customers, depot
repair and design assistance. In June 2010,
the Company determined to dispose of BT Manufacturing
Company LLC, and as such has accounted for this business
segment as a discontinued operation. Final
settlement and disposition of this segment was
accomplished during the quarter ended March 31,
2011.
Bulova
Technologies Ordnance Systems LLC. – located
on 261 acres in Mayo, Florida is a load, assembly, and
pack facility specializing in fuzes, safe and arming
devices and explosive simulators. Bulova
Technologies Ordnance Systems LLC is registered with the
United States Department of State Directorate of Defense
Trade Controls (DDTC). It produces a variety
of pyrotechnic devices, ammunition and other energetic
materials for the U. S. Government and other allied
governments throughout the world. In October
2012, the Company sold substantially all of the assets of
this subsidiary to an unrelated party
Bulova
Technologies (Europe) LLC –
located in the Company’s corporate headquarters in
Tampa, Florida, this subsidiary was originally formed to
administer an acquisition contract that Bulova
Technologies Ordnance Systems LLC was awarded from the
U.S. Department of Defense in January
2009. The Company has since changed the name
to Bulova Technologies (Europe) LLC. Together
with its European partner, Tri Gas & Oil, S.A., it
has developed a Mortar Exchange program to serve the
needs of NATO member and allied countries. It
leases an office space in Frankfurt, Germany to
facilitate this program.
In
the opinion of management, the accompanying consolidated
financial statements contain all adjustments (consisting
solely of normal recurring adjustments) necessary to
present fairly the financial position as of September 30,
2012 and 2011, and the results of operations and cash
flows for the years ended September 30, 2012 and
2011.
Subsequent
Events
The
Company has evaluated subsequent events through December
20, 2012 to assess the need for potential recognition or
disclosure in this report. Based upon this
evaluation, management determined that all subsequent
events that require recognition in the financial
statements have been included.
Business
Segments
Commencing
with the Company’s acquisition of 3Si Holdings,
Inc. in January of 2009, the Company operated in two
business segments, government contracting and contract
manufacturing. With the Company’s
disposal of BT Manufacturing Company LLC, the Company is
no longer operating more than one business segment as all
efforts of the Company are now focused on Department of
Defense contracting.
Use
of Estimates
The
preparation of the Company's financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions
that affect the amounts reported in these financial
statements and accompanying
notes. Actual results could differ from those
estimates.
Financial
Instruments
The
carrying amounts of cash, receivables and current
liabilities approximated fair value due to the short-term
maturity of the instruments. Debt obligations
were carried at cost, which approximated fair value due
to the prevailing market rate for similar
instruments.
Fair
Value Measurement
All
financial and nonfinancial assets and liabilities were
recognized or disclosed at fair value in the financial
statements. This value was evaluated on a
recurring basis (at least annually). Generally
accepted accounting principles in the United States
define fair value as the exchange price that would be
received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market
for the asset or liability in an orderly transaction
between market participants on a measurement date. The
accounting principles also established a fair value
hierarchy which required an entity to maximize the use of
observable inputs and minimize the use of unobservable
inputs when measuring fair value. Three levels
of inputs were used to measure fair value.
Level
1: Quotes market prices in active markets for identical
assets or liabilities.
Level
2: Observable market based inputs or unobservable inputs
that were corroborated by market data.
Level
3: Unobservable inputs that were not corroborated by
market data.
Cash
and Cash Equivalents
For
purposes of the statements of cash flows, the Company
considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.
The Company maintains its cash deposits in major
financial institutions in the United States. At times
deposits within a bank may exceed the amount of insurance
provided on such deposits. Generally, these deposits are
redeemed upon demand and, therefore, are considered by
management to bear minimal risk.
Accounts
receivable
Accounts
receivable represent amounts due from customers in the
ordinary course of business from sales activities in each
of the Company’s business segments. The
Company considers accounts more than 90 days old to
be past due. The Company uses the allowance method for
recognizing bad debts. When an account is deemed
uncollectible, it is written off against the allowance.
The Company generally does not require collateral for its
accounts receivable. The
Company considers all accounts receivable to be
collectable and consequently has provided no allowance
for doubtful accounts.
The
majority of the Company’s revenues and accounts
receivable pertain to contracts with the US
Government.
Inventory
Inventory
is stated at the lower of cost (first-in, first-out) or
market. Market was generally considered to be
net realizable value. Inventory consisted of
materials used to manufacture the Company’s
products work in process and finished goods ready for
sale.
The
breakdown of inventory at September 30, 2012 and 2011 is
as follows:
Property,
Plant and Equipment
Property,
plant and equipment are stated at cost, less accumulated
depreciation. Depreciation is computed by applying
principally the straight-line method to the estimated
useful lives of the related assets. Useful lives range
from 10 to 20 years for buildings and improvements
and 5 to 10 years for machinery, equipment,
furniture and fixtures. Leasehold improvements are
amortized over the shorter of the lease term or the
estimated useful life of the improvements. When property
or equipment is retired or otherwise disposed of, the net
book value of the asset is removed from the
Company’s balance sheet and the net gain or loss is
included in the determination of operating income.
Property, plant and equipment acquired as part of a
business acquisition are valued at fair value.
Property,
plant and equipment are comprised of the following at
September 30, 2012 and 2011
Impairment
of Long-Lived Assets
The
Company evaluates the carrying value of its long-lived
assets at least annually. Impairment losses
are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted
future cash flows estimated to be generated by those
assets are less than the assets’ carrying
amount. If such assets arre impaired,
the impairment to be recognized is measured by the amount
by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying
value or fair value, less costs to sell.
Discontinued
Operations
In
accordance with ASC 205-20, Presentation
of Financial Statements-Discontinued Operations
(“ASC 205-20”), we reported the results of BT
Manufacturing Company LLC, our contract manufacturing
segment as a discontinued operation. The
application of ASC 205-20 is discussed in Note 5
“Discontinued Operations”
Revenue
Recognition
Sales
revenue is generally recognized upon the shipment of
product to customers or the acceptance by customers of
the product. Allowances for sales returns,
rebates and discounts are recorded as a component of
net sales in the period the allowances were
recognized. The majority of the
Company’s revenue is generated under various
fixed and variable price contracts as
follows:
Revenues
on fixed-price type contracts are recognized using the
Percentage-Of-Completion (POC) method of accounting as
specified in government contract accounting standards and
the particular contract. Revenues earned on
fixed-price production contracts under which units are
produced and delivered in a continuous or sequential
process are recognized as units are delivered based on
their contractual selling prices (the
“Units-of-Delivery” basis of
determination). Sales and profits on each
fixed-price production contract under which units are not
produced in a continuous or sequential process are
recorded based on the ratio of actual cumulative costs
incurred to the total estimated costs at completion of
the contract, multiplied by the total estimated contract
revenue, less cumulative sales recognized in prior
periods (the “Cost-to-Cost” basis of
determination). Under both types of basis for
determining revenue earned, a single estimated total
profit margin is used to recognize profit for each
contract over its entire period of performance, which can
exceed one year. The estimated total profit margin is
evaluated on a periodic basis by management throughout
the term of an individual contract to determine if the
estimated total profit margin should be adjusted.
The
Company has certain contracts with the U.S. Government
that have been funded through
“Performance-Based-Payments”. Performance-based-payments
are a method of financing designed by the Government to
facilitate the accomplishment of the terms of the
contract, and are not payments for accepted
items. These financing payments are designed
as a funding mechanism to facilitate production and may
be made based on performance measured by objective, the
accomplishment of defined events, or other quantifiable
measures of results. As units are delivered
and invoiced, the U.S. Government withholds 90% of the
invoiced amount as repayment of the contract financing
advances.
Cost
of Revenues
The
costs of revenues include direct materials and labor
costs, and indirect labor associated with production and
shipping costs.
Advertising
Costs
The
costs of advertising are expensed as incurred and are
included in the Company’s operating
expenses. The Company did not incur any
advertising expenses for the years ended September 30,
2012 and 2011.
Shipping
Costs
The
Company includes shipping costs in cost of
revenues.
Income
Taxes
Income
tax benefits or provisions are provided for the tax
effects of transactions reported in the financial
statements and consist of taxes currently due plus
deferred taxes related primarily to differences between
the recorded book basis and the tax basis of assets and
liabilities for financial and income tax
reporting. Deferred tax assets and liabilities
represent the future tax return consequences of those
differences, which will either be taxable or deductible
when the assets and liabilities were recovered or
settled. Deferred tax assets were also
recognized for operating losses that were available to
offset future taxable income and tax credits that were
available to offset future federal income taxes, less the
effect of any allowances considered necessary. The
Company follows the guidance provided by ASC 740,
Accounting for Uncertainty in Income Taxes, for
reporting uncertain tax provisions.
Loss
per Common Share
Basic
net loss per share includes the impact of common stock
equivalents. Diluted net loss per share utilizes the
average market price per share when applying the treasury
stock method in determining common stock equivalents. As
of September 30, 2012, there were 299,924,000 common
stock equivalents that were anti-dilutive and were not
included in the calculation.
Effect
of Recent Accounting Pronouncements
The
Company reviews new accounting standards as issued. No
new standards had any material effect on these financial
statements. The accounting pronouncements issued
subsequent to the date of these financial statements that
were considered significant by management were evaluated
for the potential effect on these consolidated financial
statements. Management does not believe any of the
subsequent pronouncements will have a material effect on
these consolidated financial statements as presented and
does not anticipate the need for any future restatement
of these consolidated financial statements because of the
retro-active application of any accounting pronouncements
issued subsequent to September 30, 2012 through the date
these financial statements were issued.
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