Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 27, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | INTELLINETICS, INC. | ||
Entity Central Index Key | 1081745 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | INLX | ||
Entity Common Stock, Shares Outstanding | 7,123,074 | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $1,186,548 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $184,081 | $260,560 |
Accounts receivable, net | 99,061 | 144,071 |
Prepaid expenses and other current assets | 45,668 | 39,242 |
Total current assets | 328,810 | 443,873 |
Property and equipment, net | 28,671 | 53,226 |
Other assets | 27,809 | 28,925 |
Total assets | 385,290 | 526,024 |
Current liabilities: | ||
Accounts payable and accrued expenses | 615,305 | 500,322 |
Deferred revenues | 563,998 | 482,428 |
Deferred compensation | 215,012 | 0 |
Notes payable - current | 756,614 | 391,266 |
Notes payable - related party - current | 1,549,965 | 320,000 |
Total current liabilities | 3,700,894 | 1,694,016 |
Long-term liabilities: | ||
Deferred compensation | 0 | 215,012 |
Notes payable - net of current portion | 543,615 | 1,114,394 |
Notes payable - related party | 217,479 | 222,915 |
Deferred interest expense | 103,242 | 83,942 |
Other long-term liabilities - related parties | 73,769 | 36,938 |
Total long-term liabilities | 938,105 | 1,673,201 |
Total liabilities | 4,638,999 | 3,367,217 |
Stockholders' deficit: | ||
Common stock, $0.001 par value, 50,000,000 shares authorized; 7,123,074 and 6,765,930 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 14,124 | 13,767 |
Additional paid-in capital | 5,189,178 | 4,953,410 |
Accumulated deficit | -9,457,011 | -7,808,370 |
Total stockholders' deficit | -4,253,709 | -2,841,193 |
Total liabilities and stockholders' deficit | $385,290 | $526,024 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 7,123,074 | 6,765,930 |
Common stock, shares outstanding | 7,123,074 | 6,765,930 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | ||
Sale of software | $223,276 | $263,992 |
Software as a service | 189,945 | 138,607 |
Software maintenance services | 865,743 | 856,755 |
Professional services | 144,809 | 251,610 |
Third Party services | 62,100 | 43,221 |
Total revenues | 1,485,873 | 1,554,185 |
Cost of revenues: | ||
Sale of software | 55,677 | 311,994 |
Software as a service | 30,421 | 27,592 |
Software maintenance services | 124,811 | 124,867 |
Professional services | 38,857 | 30,878 |
Third Party services | 51,260 | 89,898 |
Total cost of revenues | 301,026 | 585,229 |
Gross profit | 1,184,847 | 968,956 |
Operating expenses: | ||
General and administrative | 1,753,504 | 2,087,169 |
Sales and marketing | 804,916 | 826,396 |
Depreciation | 24,312 | 26,465 |
Total operating expenses | 2,582,732 | 2,940,030 |
Loss from operations | -1,397,885 | -1,971,074 |
Other income (expense) | ||
Derivative gain | 0 | 15,470 |
Interest expense, net | -250,756 | -184,100 |
Total other income (expense) | -250,756 | -168,630 |
Net loss | ($1,648,641) | ($2,139,704) |
Basic and diluted net loss per share: (in dollars per share) | ($0.24) | ($0.33) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 6,856,928 | 6,469,936 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statement of Stockholders' Deficit (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2012 | ($4,283,380) | $11,214 | $1,374,072 | ($5,668,666) |
Balance (in shares) at Dec. 31, 2012 | 5,212,831 | |||
Convertible Securities Exercised | 588,870 | 285 | 588,585 | 0 |
Convertible Securities Exercised (in shares) | 285,481 | |||
Shares issued for outstanding debt | 262,000 | 125 | 261,875 | 0 |
Shares issued for outstanding debt (in shares) | 124,761 | |||
Shares return | 0 | 0 | 0 | 0 |
Shares return (in shares) | -1,000,000 | |||
Private Placement of Stock | 2,731,021 | 2,143 | 2,728,878 | 0 |
Private Placement of Stock (in shares) | 2,142,857 | |||
Net loss | -2,139,704 | 0 | 0 | -2,139,704 |
Balance at Dec. 31, 2013 | -2,841,193 | 13,767 | 4,953,410 | -7,808,370 |
Balance (in shares) at Dec. 31, 2013 | 6,765,930 | |||
Balance at Dec. 31, 2013 | -2,841,193 | |||
Stock issued for services | 200,000 | 357 | 199,643 | 0 |
Stock issued for services (in shares) | 357,144 | |||
Beneficial conversion of convertible notes | 36,125 | 0 | 36,125 | 0 |
Net loss | -1,648,641 | 0 | 0 | -1,648,641 |
Balance at Dec. 31, 2014 | ($4,253,709) | $14,124 | $5,189,178 | ($9,457,011) |
Balance (in shares) at Dec. 31, 2014 | 7,123,074 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($1,648,641) | ($2,139,704) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 24,312 | 26,465 |
Bad debt expense | 43,516 | 21,488 |
Amortization of deferred financing costs | 11,917 | 8,314 |
Amortization of beneficial conversion option | 10,626 | 2,387 |
Amortization of original issue discount | 0 | 1,206 |
Gain on disposal of property and equipment | -4,234 | 0 |
Gain on derivative | 0 | -15,470 |
Stock issued for services | 200,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,494 | 166,854 |
Prepaid expenses and other current assets | -6,426 | 784 |
Accounts payable and accrued expenses | 114,983 | -354,249 |
Other long-term liabilities - related parties | 111,352 | -37,419 |
Deferred interest expense | 19,300 | 42,502 |
Deferred revenues | 81,570 | -88,840 |
Deferred compensation | 0 | -94,728 |
Total adjustments | 608,410 | -320,706 |
Net cash used in operating activities | -1,040,231 | -2,460,410 |
Cash flows from investing activities: | ||
Proceeds for property and equipment | 9,060 | 0 |
Purchases of property and equipment | -4,583 | -21,562 |
Net cash provided by (used in) investing activities | 4,477 | -21,562 |
Cash flows from financing activities: | ||
Proceeds from notes payable | 45,000 | 320,000 |
Proceeds from notes payable - related parties | 1,180,000 | 0 |
Repayment of notes payable | -248,225 | -208,225 |
Repayment of notes payable - related parties | -17,500 | -146,500 |
Sale of common stock | 0 | 2,731,021 |
Net cash provided by financing activities | 959,275 | 2,696,296 |
Net increase (decrease) in cash | -76,479 | 214,324 |
Cash - beginning of period | 260,560 | 46,236 |
Cash - end of period | 184,081 | 260,560 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest and taxes | 65,147 | 138,070 |
Supplemental disclosure of non-cash financing activities: | ||
Accrued interest refinanced in notes payable - related parties | 74,521 | 0 |
Discount on notes payable for beneficial conversion feature | 3,125 | 0 |
Discount on notes payable - related parties for beneficial conversion feature | 33,000 | 0 |
Notes payable - related parties issued for debt financing costs | 10,800 | 0 |
Accounts payable and accrued interest converted to equity | 0 | 286,370 |
Notes payable converted to equity | 0 | 469,500 |
Notes payable - related party converted to equity | 0 | 95,000 |
Total non-cash financing activities | $121,446 | $850,870 |
Business_Organization_and_Natu
Business Organization and Nature of Operations | 12 Months Ended | ||
Dec. 31, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Nature of Operations [Text Block] | 1 | Business Organization and Nature of Operations | |
Intellinetics, Inc., formerly known as GlobalWise Investments, Inc. (“Intellinetics”), is a Nevada holding company incorporated in 1997, with a single operating subsidiary, Intellinetics, Inc., an Ohio corporation (“Intellinetics Ohio”), together the (“Company”). Intellinetics Ohio was incorporated in 1996, and on February 10, 2012, Intellinetics Ohio became the sole operating subsidiary of Intellinetics as a result of a reverse merger and recapitalization. | |||
The Company is an enterprise content management (ECM) software development, sales and marketing company serving both the public and private sectors. In the public sector, the Company’s products, services and process models serve, principally, the critical needs of law enforcement and compliance agencies within the state and local government establishment. The Company provides its software solutions principally through (i) the direct licensing of its software installed on customer computer platforms and (ii) providing the applications as a service, accessible through the internet. The Company’s comprehensive solutions include services that range from pre-installation assessment, project scoping, implementation, consulting and ongoing software maintenance and customer support. | |||
Basis_of_Presentation
Basis of Presentation | 12 Months Ended | ||
Dec. 31, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Basis of Accounting [Text Block] | 2 | Basis of Presentation | |
The accompanying audited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The Company has evaluated subsequent events through the issuance of this Form 10-K. | |||
Liquidity_and_Managements_Plan
Liquidity and Management's Plans | 12 Months Ended | ||
Dec. 31, 2014 | |||
Liquidity and Managements Plans [Abstract] | |||
Liquidity and Management's Plans [Text Block] | 3 | Liquidity and Management’s Plans | |
Through December 31, 2014, the Company has incurred an accumulated deficit since inception of $ 9,457,011 and has recent negative cash flows from operations. At December 31, 2014, the Company had a cash balance of $ 184,081, primarily as a result of the issuance of convertible notes discussed in detail elsewhere in the Form 10-K. | |||
From the Company’s inception, it has generated revenues from the sales and implementation of its internally generated software applications. | |||
The Company’s plan is to increase its sales and market share by developing an expanded network of resellers through which the Company will sell its expanded software product portfolio. The Company expects that this marketing initiative will require that it hire and develop an expanded sales force and enhance its product marketing efforts, all of which will require additional capital. | |||
The Company expects that through the next 12 months, the capital requirements to fund the Company’s growth and to cover the operating costs as a public company will consume substantially all of the cash flows that it intends to generate from its operations, in addition to proceeds of any issuances of debt and equity securities, if consummated. The Company further believes that during this period, while the Company is focusing on the growth and expansion of its business, the gross profit that it expects to generate from operations will not generate sufficient funds to cover these anticipated operating costs. Our cash requirements are insufficient by approximately $ 180,000 per month. During 2014, the Company has used the proceeds from the convertible note issuances to sustain operations and to follow through on the execution of its business plan. Assuming over the next 12 months, we do not increase our cash flow generated from operations, we will need an additional $ 2,160,000 to $ 3,600,000 to fund planned operations and service existing debt obligations. There is no assurance that the Company’s plans as discussed above will materialize and/or that the Company will have sufficient funds to fund the Company’s operations. Given these conditions, the Company’s ability to continue as a going concern is contingent upon successfully managing its cash requirements. In addition, the Company’s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrants into established markets, the competitive environment in which the Company operates and its cash requirements. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. | |||
Since inception, the Company’s operations have primarily been funded through a combination of operating margins, state business development loans, bank loans, convertible loans and loans from friends and family, and the sale of securities. Although management believes that the Company has access to capital resources, there are currently no commitments in place for new financing at this time other than the new issuance of convertible notes disclosed in Note 15- Subsequent Events, and there is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. | |||
During the twelve months ended December 31, 2014, the Company raised $ 1,225,000 in net new funds through the issuance of contingently convertible notes. The Company used the net proceeds for working capital and general corporate purposes, including without limitation, debt reduction. | |||
The current level of cash and operating margins may not be enough to cover the existing fixed and variable obligations of the Company, so increased revenue performance and the addition of capital are critical to the Company’s success. | |||
The Company’s financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should it be unable to continue as a going concern. | |||
Corporate_Actions
Corporate Actions | 12 Months Ended | ||
Dec. 31, 2014 | |||
Share Exchange Disclosure [Abstract] | |||
Share Exchange Disclosure [Text Block] | 4 | Corporate Actions | |
On February 10, 2012, Intellinetics Ohio was acquired by Intellinetics (formerly known as “GlobalWise Investments, Inc.”), pursuant to a reverse merger, with Intellinetics Ohio remaining as a wholly-owned subsidiary of Intellinetics. | |||
On September 1, 2014, the Company changed its name from GlobalWise Investments, Inc., to Intellinetics, Inc. and effected a seven (7)-to-one (1) reverse stock split of the Company’s common stock . All share and per share amounts herein have been adjusted to reflect the reverse stock split. | |||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | 5 | Summary of Significant Accounting Policies |
Use of Estimates | ||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions 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. Actual results could differ from estimated amounts. | ||
Significant estimates and assumptions include valuation allowance related to receivables, the recoverability of long-term assets, depreciable lives of property and equipment, deferred taxes and related valuation allowances. The Company’s management monitors these risks and assesses its business and financial risks on a quarterly basis. | ||
Concentrations of Credit Risk | ||
The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. | ||
The number of customers that comprise the Company’s customer base, along with the different industries, governmental entities and geographic regions, in which the Company’s customers operate, limits concentrations of credit risk with respect to accounts receivable. The Company does not generally require collateral or other security to support customer receivables; however, the Company may require its customers to provide retainers, up-front deposits or irrevocable letters-of-credit when considered necessary to mitigate credit risk. The Company has established an allowance for doubtful accounts based upon facts surrounding the credit risk of specific customers and past collections history. Credit losses have been within management’s expectations. At December 31, 2014 and December 31, 2013, the Company allowances for doubtful accounts were $ 2,015 and $ 27,635 respectively. | ||
Property and Equipment | ||
Property and equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed over the estimated useful lives of the related assets on a straight-line basis. Furniture and fixtures, computer hardware and purchased software are depreciated over 3 to 7 years. Leasehold improvements are amortized over the life of the lease or the asset, whichever is shorter, generally 7 to 10 years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation and amortization of these assets are removed from the accounts and the resulting gains and losses are reflected in the results of operations. | ||
Impairment of Long-Lived Assets | ||
The Company accounts for the impairment and disposition of long-lived assets in accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant, and Equipment.” The Company tests long-lived assets or asset groups, such as property and equipment, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. | ||
Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life. | ||
Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group. Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group. The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group. | ||
Share Based Compensation | ||
The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock that are recognized in the consolidated statement of operations based on their fair values at the date of grant. | ||
The Company accounts for stock-based payments to non-employees in accordance with ASC 718 and ASC 505-50, “Equity-Based Payments to Non-Employees,” which requires that such equity instruments are recorded at their fair value on the measurement date, with the measurement of such compensation being subject to periodic adjustment as the underlying equity instruments vest. | ||
Both employee and non-employee grants of stock were fully vested at their respective date of grants. For the twelve months ended December 31, 2014, and 2013, the Company recorded share-based compensation to non-employees of $ 200,000 and $-0- , respectively. | ||
Software Development Costs | ||
Software development costs for software to be sold or otherwise marketed incurred prior to the establishment of technological feasibility are expensed as incurred. The Company defines establishment of technological feasibility as the completion of a working model. Software development costs incurred subsequent to the establishment of technological feasibility through the period of general market availability of the product are capitalized, if material. To date, all software development costs for software to be sold or otherwise marketed have been expensed as incurred. In accordance with ASC 350-40, the Company capitalizes purchase and implementation costs of internal use software. No such costs were capitalized during the periods presented. | ||
Research and Development | ||
We design, develop, test, market, license, and support new software products and enhancements of current products. We continuously monitor our software products and enhancements to remain compatible with standard platforms and file formats. We expense as incurred, our software development costs. For the twelve months ending December 31, 2014 and 2013, our research and development costs were $407,716 and $285,824, respectively. | ||
Recent Accounting Pronouncement | ||
In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The core principle of ASU 2014-09 is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, ASU 2014-09 requires five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, (v) recognize revenue when (or as) the entity satisfies a performance obligation. Entities will generally be required to make more estimates and use more judgment than under current guidance, which will be highlighted for users through increased disclosure requirements. ASU 2014-09 is effective for public entities for annual periods beginning after December 15, 2016, including interim periods therein. Three basic transition methods are available – full retrospective, retrospective with certain practical expedients, and a cumulative effect approach. Early adoption is prohibited. Management is in the process of evaluating the impact that adoption of ASU 2014-09 will have on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard. | ||
Revenue Recognition | ||
a) Sale of software | ||
The Company recognizes revenues in accordance with ASC Topic 985-605, “Software Revenue Recognition” (“ASC 985-605”). | ||
The Company records revenues from the sale of software licenses when persuasive evidence of an arrangement exists, the software has been delivered, there are no significant uncertainties surrounding product acceptance by the customer, the fees are fixed and determinable, and collection is considered probable. Revenues included in this classification typically include sales of additional software licenses to existing customers and sales of software to the Company’s Resellers (See section h) - Reseller Agreements, below. | ||
The Company assesses whether payment terms are customary or extended in accordance with normal practice relative to the market in which the sale is occurring. The Company’s sales arrangements generally include standard payment terms. These terms effectively relate to all customers, products, and arrangements regardless of customer type, product mix or arrangement size. | ||
If an undelivered element for the arrangement exists under the license arrangement, revenues related to the undelivered element are deferred based on Vendor Specific Objective Evidence (“VSOE”) of the fair value of the undelivered element. Often, multiple-element sales arrangements include arrangements where software licenses and the associated post-contract customer support (“PCS”) are sold together. The Company has established VSOE of the fair value of the undelivered PCS element based on the contracted price for renewal PCS included in the original multiple element sales arrangement, as substantiated by contractual terms and the Company’s significant PCS renewal experience, from the Company’s existing customer base. | ||
The Company records the revenues for the sales of software with professional services as prescribed by ASC 985-605, in accordance with the contract accounting guidelines in ASC 605-35, “Revenue Recognition: Construction-Type and Production-Type Contracts” (“ASC 605-35”), after evaluating for separation of any non-ASC 605-35 elements in accordance with the provisions of ASC 605-25, “Revenue Recognition: Multiple-Element Arrangements,” as updated. The Company accounts for these contracts under the completed contract method, as the Company believes that this method is most appropriate. The contract is considered to be complete when persuasive evidence of an arrangement exists, the software has been installed on the customer’s site, there are no significant uncertainties surrounding acceptance by the customer, the fees are fixed and determinable, and collection is considered probable. | ||
The fair value of any undelivered elements in multiple-element arrangements in connection with the sales of software licenses with professional services are deferred based upon VSOE. | ||
b) Sale of Software as a Service | ||
Sale of Software as a Service consists of revenues from arrangements that provide customers the use of the Company’s software applications, as a service, typically billed on a monthly or annual basis. Advance billings of these services are not recorded to the extent that the term of the arrangement has not commenced and payment has not been received. Revenue on these services is recognized ratably over the term of the underlying arrangement. | ||
c) Sale of software maintenance services | ||
Software maintenance services revenues consist of revenues derived from arrangements that provide PCS to the Company’s software license holders. These revenues are recognized ratably over the term of the contract. Advance billings of PCS are not recorded to the extent that the term of the PCS has not commenced and payment has not been received. | ||
d) Sales of professional services | ||
Professional services consist principally of revenues from consulting, advisory services, training and customer assistance with management and uploading of data into the Company’s applications. When these services are provided on a time and material basis, the Company records the revenue as the services are rendered, since the revenues from services rendered through any point in time during the performance period are not contingent upon the completion of any further services. Where the services are provided under a fixed priced arrangement, the Company records the revenue on a proportional performance method, since the revenues from services rendered through any point in time during the performance period are not contingent upon the completion of any further services. | ||
e) Sales of third party services | ||
Sales of third party services consist principally of third party software and/or equipment as a pass through of software and equipment purchased from third parties at the request of customers. | ||
f) Deferred revenues | ||
The Company records deferred revenue primarily related to software maintenance support agreements, when the customer pays for the contract prior to the time the services are performed. Substantially all maintenance agreements have a one-year term that commences immediately following the delivery of the maintained products or on the date of the applicable renewal period. | ||
g) Rights of return and other incentives | ||
The Company does not generally offer rights of return or any other incentives such as concessions, product rotation, or price protection and, therefore, does not provide for or make estimates of rights of return and similar incentives. The Company, from time to time, may discount bundled software sales with PCS services. Such discounts are recorded as a component of the software sale and any revenue related to PCS is deferred over the PCS period based upon appropriate VSOE of fair value. | ||
h) Reseller agreements | ||
The Company executes certain sales contracts through resellers and distributors (collectively, “Resellers”). The Company recognizes revenues relating to sales through Resellers when all the recognition criteria have been met—in other words, persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable, and collectability is probable. In addition, the Company assesses the credit-worthiness of each Reseller, and if the Reseller is undercapitalized or in financial difficulty, any revenues expected to emanate from such Resellers are deferred and recognized only when cash is received and all other revenue recognition criteria are met. | ||
Advertising | ||
The Company expenses the cost of advertising as incurred. Advertising expense for the twelve months ended December 31, 2014, and 2013 amounted to approximately $ 3,430 and $ 37,698, respectively. | ||
Earnings (Loss) Per Share | ||
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The company has outstanding stock options which have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same. | ||
Income Taxes | ||
The Company and its subsidiary file a consolidated federal income tax return. The provision for income taxes is computed by applying statutory rates to income before taxes. | ||
Deferred income taxes are recognized for the tax consequences in future years of temporary differences between the financial reporting and tax bases of assets and liabilities as of each period-end based on enacted tax laws and statutory rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A 100% valuation allowance has been established on deferred tax assets at December 31, 2014 and December 31, 2013, due to the uncertainty of our ability to realize future taxable income. | ||
The Company accounts for uncertainty in income taxes in its financial statements as required under ASC 740, Accounting for Uncertainty in Income Taxes. The standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition accounting. The Company’s tax returns prior to 2011 are closed. Management determined there were no material uncertain positions taken by the Company in its tax returns. | ||
Statement of Cash Flows | ||
For purposes of reporting cash flows, cash includes cash on hand and demand deposits held by banks. | ||
Reclassification | ||
Certain amounts in the 2013 condensed consolidated financial statements have been reclassified to conform to current year presentation. | ||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | 6 | Property and Equipment | ||||||
Property and equipment are comprised of the following: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Computer hardware and purchased software | $ | 297,242 | $ | 301,908 | ||||
Leasehold improvements | 221,666 | 221,666 | ||||||
Furniture and fixtures | 88,322 | 88,322 | ||||||
Total | 607,230 | 611,896 | ||||||
Less: accumulated depreciation and amortization | -578,559 | -558,670 | ||||||
Property and equipment, net | $ | 28,671 | $ | 53,226 | ||||
Total depreciation expense on the Company’s property and equipment for the twelve months ended December 31, 2014, and 2013 amounted to $ 24,312 and $ 26,465, respectively. | ||||||||
Notes_Payable
Notes Payable | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt Disclosure [Text Block] | 7. Notes Payable | |||||||
On March 24, 2004, the Company issued a note payable to a bank for $ 201,024, bearing a current interest rate of 6.25 % per annum (the “Bank Loan”). Monthly principal and interest payments are $ 3,826 each with the final payment was paid on April 30, 2014. The Company does not have any on-going relationship with the lender. | ||||||||
On July 17, 2009, the Company issued a note payable to the Ohio State Development Authority in the amount of $1,012,500, bearing interest at a rate of 6.00 % per annum (“Authority Loan No. 1”). Pursuant to the terms of the loan, the Company was required to pay only interest through September 30, 2010 and then monthly principal and interest payments of $ 23,779 each through September 1, 2015. The note is secured by a senior secured interest on all business assets financed with loan proceeds, as well as a second secured interest in all business assets. Upon maturity, by acceleration or otherwise, the Company shall pay a loan participation fee of $101,250, which is accounted for as a loan premium, accreted monthly, utilizing the interest method, over the term of the loan. In June, 2014, Intellinetics and the Ohio State Development Authority entered into a Notice and Acknowledgement of Modification to Payment Schedule relating to Authority Loan No.1, deferring a portion of the principal and interest payment until June 1, 2015. As of December 31, 2014, the principal amount outstanding under Authority Loan No. 1 was $600,429. | ||||||||
On June 3, 2011, the Company issued a note payable to the Ohio State Development Authority in the amount of $750,000, bearing interest at a rate of 1 % per annum for the first 12 months, then interest at rate of 7 % per annum for the second 12 months (“Authority Loan No. 2”). The Company was not obligated to remit payments of principal until September 1, 2013. The monthly principal and interest payments, beginning on the third anniversary of the loan origination, are $ 14,850 and are payable on a monthly basis through August 1, 2018. The note is secured by a senior secured interest on all business assets financed with loan proceeds, as well as a second secured interest in all business assets. Upon maturity, by acceleration or otherwise, the Company shall pay a loan participation fee of $ 75,000 , which is accounted for as a loan premium, accreted monthly utilizing the interest method, over the term of the loan. The interest rate of 1% during the first 12 months of this loan was considered to be below market for that period. The Company further determined that over the life of the loan, the effective interest rate was 5.6 % per annum. Accordingly, during the first 12 months of the loan, the Company recorded interest expense at the 5.6 % rate per annum. The difference between the interest expense accrual at 5.6% and the stated rate of 1% over the first 12 months is credited to deferred interest. The deferred interest amount that is accumulated over the first 12 months of the loan term will be amortized as a reduction to interest expense over the remaining term of the loan. At December 31, 2014 and December 31, 2013 deferred interest of $103,242 and $ 83,942, respectively, was reflected within long-term liabilities on the accompanying condensed consolidated balance sheets. In June, 2014, Intellinetics and the Ohio State Development Authority entered into a Notice and Acknowledgement of Modification to Payment Schedule, deferring a portion of the principal and interest payment until June 1, 2015. As of December 31, 2014, the principal amount outstanding under Authority Loan No. 2 was $657,006. | ||||||||
The Authority Loans were granted to the Company in connection with the State of Ohio’s economic development programs. The proceeds from these loans were used by the Company to support its efforts in developing software solutions for its customers. | ||||||||
These Authority Loans are subject to certain covenants and reporting requirements. Intellinetics is required to, within three years of the respective loan origination dates of each of the Authority Loans, have created and/or retained an aggregate of 25 full time jobs in the State of Ohio. Should Intellinetics not have attained these employment levels by the respective dates, then the interest rates on the Authority Loans shall increase to 10% per annum. In July, 2014, the Company informed the State of Ohio that it would not meet the employment level of 15 new full-time employees as well as retain 10 existing full-time employees. As a result of this non-compliance with a covenant of Authority Loan No. 1, the Development Services Agency exercised its right to increase the interest rate from 6.0% to 7.0%, effective October 1, 2014. The approximate impact of this increase is to raise the Company’s balloon payment by $6,000 on Authority Loan No. 1, which is due in September 2015. We have had past instances of non-compliance with certain of the loan covenants. We are currently in compliance with the all other loan covenants. There can be no assurance that we will not become non-compliant with one or more of these covenants in the future. | ||||||||
Between June 4, 2014 and July 10, 2014, the Company issued convertible promissory notes in an aggregate amount of $45,000 (the “Notes in an Aggregate Amount of $45,000”) to accredited investors who are associated with each other (the accredited investors collectively referred to as the (“$45,000 Investors”). The Convertible Notes mature on December 31, 2015 (the “Maturity Date”) and bear interest at an annual rate of interest of 10 percent until maturity, with interest payable quarterly. The Note Investors have a right, in their sole discretion, to convert the Convertible Notes into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances at a conversion rate of $0.56 per Share. The Company recognized a beneficial conversion feature in the amount of $3,125. Interest expense recognized on the amortization of the beneficial conversion feature was $919 for year ended December 31, 2014. If the Convertible Notes have not been fully repaid by the Company by the Maturity Date or converted into shares at the election of the Convertible Note Investors prior to the Maturity Date, then such Convertible Notes will accrue interest at the annual rate of 12% from the Maturity Date until the date the Convertible Notes are repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 12%. The Company used the proceeds of the Convertible Note for working capital, general corporate purposes, and debt repayment. | ||||||||
The table below reflects all notes payable at December 31, 2014 and December 31, 2013, respectively, with the exception of related party notes disclosed in Note 8 - Notes Payable - Related Parties. | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Bank Loan, due April 30, 2014 | $ | - | $ | 13,872 | ||||
Authority Loan No. 1, due September 1, 2015 | 600,429 | 741,788 | ||||||
Authority Loan No. 2, due August 1, 2018 | 657,006 | 750,000 | ||||||
Notes payable due December 31, 2015 | 42,794 | - | ||||||
Total notes payable | $ | 1,300,229 | $ | 1,505,660 | ||||
Less current portion | -756,614 | -391,266 | ||||||
Long-term portion of notes payable | $ | 543,615 | $ | 1,114,394 | ||||
Future minimum principal payments of these notes payable with the exception of the related party notes in Note 8 - Notes Payable - Related Parties, as described in this Note 7 are as follows: | ||||||||
For the Twelve-Month | ||||||||
Period Ended December 31, | Amount | |||||||
2015 | $ | 756,614 | ||||||
2016 | 144,743 | |||||||
2017 | 155,207 | |||||||
2018 | 243,665 | |||||||
Total | $ | 1,300,229 | ||||||
As of December 31, 2014 and December 31, 2013, accrued interest for these notes payable with the exception of the related party notes in Note 8 - Notes Payable - Related Parties, was $ 186,783 and $ 152,875, respectively, and was reflected within accounts payable and accrued expenses on the consolidated balance sheets. As of December 31, 2014 and December 31, 2013, accrued loan participation fees were $155,045 and $ 134,576, respectively, and reflected within accounts payable and accrued expenses on the consolidated balance sheets. As of December 31, 2014 and December 31, 2013, deferred financing costs were $ 10,324 and $ 18,640, respectively, and were reflected within other assets on the consolidated balance sheets. | ||||||||
With respect to all notes outstanding (other than the notes to related parties), for the twelve months ended December 31, 2014, and 2013, interest expense, including the amortization of deferred financing costs, accrued loan participation fees, original issue discounts, deferred interest and related fees and the embedded conversion feature was $ 126,098 and $ 168,824 , respectively. | ||||||||
Notes_Payable_Related_Parties
Notes Payable - Related Parties | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Related Party Transactions Disclosure [Text Block] | 8 | Notes Payable - Related Parties | ||||||
On March 29, 2012, the Company issued an unsecured note payable to Ramon Shealy a then -director of the Company, who subsequently resigned from the Board of Directors on December 17, 2012, for personal reasons, in the amount of $ 238,000 , bearing interest at a rate of 10 % for the term of the note. All principal and interest was due and payable on September 27, 2012, but was later extended to November 24, 2012. On April 16, 2012, the Company issued a note payable to Mr. Shealy, in the amount of $ 12,000, bearing interest at a rate of 10 % per quarter. All principal and interest was due on July 15, 2012, but was later extended to November 24, 2012. On November 24, 2012 the two notes were combined into a $250,000 promissory note, under the same terms, with a maturity date of January 1, 2014. On December 24, 2013 the $250,000 promissory note, was extended under the same terms, with a maturity date of January 1, 2015. On March 13, 2013, the Company paid $ 100,000 of the principal amount of the $250,000 promissory note to Mr. Shealy. On December 31, 2014, the Company and Ramon Shealy agreed to cancel the previous notes and extensions set forth above, and issue a new single promissory note with accrued interest of $43,453, to a total principal and interest in the amount of $193,453, payable in sixty monthly installments beginning January 31, 2015, with a maturity date of January 1, 2020. Interest will accrue at 10% on the outstanding balance until paid in full. All other provisions of the original Promissory Note shall prevail unless specifically set forth herein or otherwise agreed in writing by the parties. | ||||||||
On March 2, 2009, the Company issued an unsecured promissory note payable to Ms. Chretien, in the amount of $80,000 due January 1, 2014 and bearing interest at 5% per annum, with the principal and interest to be paid at maturity. On December 27, 2013 the $80,000 promissory note was extended under the same terms, with a maturity date of January 1, 2015. On December 31, 2014 the $80,000 promissory note was extended under the same terms, with a maturity date of January 1, 2016. During the twelve months ended December 31, 2014, the Company paid $17,500 in principal to Ms. Chretien related to this note. As of December 31, 2014 the note had a principal balance of $15,000 and accrued interest of $3,653. | ||||||||
On December 29, 2001, the Company issued an unsecured promissory note payable to A. Michael Chretien, a Founder of the Company, in the amount of $ 55,167, with any unpaid principal and interest due on January 1, 2014. During 2013, the Company paid $ 11,250 in accrued interest to A. Michael Chretien. On December 27, 2013, the note was extended, under the same terms, with a maturity of January 12, 2015. On December 31, 2014, the note was extended under the same terms, with a maturity of January 1, 2016. As of December 31, 2014, the note had a principal balance of $ 40,415 and accrued interest of $ 4,867. | ||||||||
The Company evaluated the terms of its convertible notes payable in accordance with ASC 815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of each note. If the conversion price was deemed to be less than the market value of the underlying common stock at the inception of the note, then the Company would recognize a beneficial conversion feature resulting in a discount on the note payable, upon satisfaction of the contingency. Under the terms of the convertible notes, the conversion feature would be contingent upon shareholder approval to increase the number of authorized shares of the Company by at least 25,000,000 shares. On August 6, 2014, the shareholders voted to effectuate a 7-to-1 reverse stock split, which effectively increased the number of available shares and resolved the contingency on the conversion features. As described below, the beneficial conversion features were recorded as of August 6, 2014. The beneficial conversion features are amortized to interest expense over the life of the respective notes, starting from the date of recognition. | ||||||||
On November 12, 2013, the Company issued two convertible promissory notes in an aggregate amount of $160,000 to two accredited investors who are associated with each other and are shareholders of the Company. The Company received proceeds in the amount of $160,000. The notes provide for maturity on July 31, 2014 and provide for 10% interest until maturity. The note holders have a right, at their sole discretion, to convert the notes into equity under certain circumstances at $0.70 per share. The Company recognized a beneficial conversion feature in the amount of $32,000. Interest expense recognized on the amortization of the beneficial conversion feature was $9,412 for the year ended December 31, 2014. If the notes are not paid off by the Company, with the consent of the investors, by the maturity date or converted in to equity at the election of the investors prior to the maturity date, the note will accrue interest in the amount of 15 % from the maturity date until the note is paid in full. These notes were exchanged on July 10, 2014. See further disclosures below. | ||||||||
On December 27, 2013, the Company issued two convertible promissory notes in an aggregate amount of $160,000 to two accredited investors who are associated with each other and are shareholders of the Company. The Company received proceeds in the amount of $160,000. The notes provide for maturity on July 31, 2014 and provide for 10% interest until maturity. The note holders have a right, at their sole discretion, to convert the notes into equity under certain circumstances at $0.56 per share. No beneficial conversion feature was recognized. If the notes are not paid off by the Company, with the consent of the investors, by the maturity date or converted in to equity at the election of the investors prior to the maturity date, the note will accrue interest in the amount of 15 % from the maturity date until the note is paid in full. These notes were exchanged on July 10, 2014. See further disclosures below | ||||||||
On February 4, 2014, the Company issued two convertible promissory notes in a maximum aggregate principal amount of $350,000 to two accredited investors who are associated with each other and are shareholders of the Company. The notes mature on September 30, 2014, and bear interest at an annual rate of interest of 10 % until maturity. Each note holder has a right, in their sole discretion, to convert the notes into shares of common stock, par value $ 0.001 per share, of the Company under certain circumstances at a conversion rate of $ 0.56 per share. No beneficial conversion feature was recognized. If either note has not been fully repaid by the Company by the maturity date or converted into shares at the election of the note holders prior to the maturity date, then such note will accrue interest at the annual rate of 15 % from the maturity date until the date the convertible note is repaid in full. The Company used the proceeds of the convertible notes for working capital and general corporate purposes. These notes were exchanged on July 10, 2014. See further disclosures below. | ||||||||
Between May 9, 2014 and June 30, 2014, the Company issued convertible promissory notes in an aggregate amount of $415,000 (the “Notes in an Aggregate Amount of $415,000”) to accredited investors who are associated with each other and are shareholders of the Company, (the accredited investors collectively referred to as the (“$415,000 Investors”). The Convertible Notes mature on December 31, 2015 (the “Maturity Date”) and bear interest at an annual rate of interest of 10 percent until maturity, with interest payable quarterly. The Note Investors have a right, in their sole discretion, to convert the Convertible Notes into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances at a conversion rate of $0.56 per Share. For one note in the amount of $8,000, the Company recognized a beneficial conversion feature in the amount of $1,000. Interest expense recognized on the amortization of the beneficial conversion feature was $294 for the year ended December 31, 2014. If the Convertible Notes have not been fully repaid by the Company by the Maturity Date or converted into shares at the election of the Convertible Note Investors prior to the Maturity Date, then such Convertible Notes will accrue interest at the annual rate of 12% from the Maturity Date until the date the Convertible Notes are repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 12%. The Company used the proceeds of the Convertible Note for working capital, general corporate purposes, and debt repayment. As December 31, 2014, the notes had accrued interest of $24,052. | ||||||||
On May 12, 2014, the Company issued a convertible promissory note in an aggregate amount of $30,000 (the “Note in an Aggregate Amount of $30,000”) to Robert Schroeder, a director of the Company. The Convertible Notes mature on December 31, 2015 (the “Maturity Date”) and bear interest at an annual rate of interest of 10 percent until maturity, with interest payable quarterly. Robert Schroeder has a right, in his sole discretion, to convert the Convertible Note into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances at a conversion rate of $0.56 per Share. No beneficial conversion feature was recognized. If the Convertible Notes have not been fully repaid by the Company by the Maturity Date or converted into shares at the election of the Convertible Note Investors prior to the Maturity Date, then such Convertible Notes will accrue interest at the annual rate of 12% from the Maturity Date until the date the Convertible Notes are repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 12%. The Company used the proceeds of the Convertible Note for working capital, general corporate purposes, and debt repayment. As of December 31, 2014, the note had accrued interest of $1,940. | ||||||||
On June 6, 2014, the Company issued a convertible promissory note in an aggregate amount of $10,000 (the “Note in an Aggregate Amount of $10,000”) to Matthew L. Chretien, President, CEO and a director of the Company. The Convertible Notes mature on December 31, 2015 (the “Maturity Date”) and bear interest at an annual rate of interest of 10 percent until maturity, with interest payable quarterly. Matthew L. Chretien has a right, in his sole discretion, to convert the Convertible Note into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances at a conversion rate of $0.56 per Share. No beneficial conversion feature was recognized. If the Convertible Notes have not been fully repaid by the Company by the Maturity Date or converted into shares at the election of the Convertible Note Investors prior to the Maturity Date, then such Convertible Notes will accrue interest at the annual rate of 12% from the Maturity Date until the date the Convertible Notes are repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 12%. The Company used the proceeds of the Convertible Note for working capital, general corporate purposes, and debt repayment. As of December 31, 2014, the note had accrued interest of $570. | ||||||||
The Company retained Taglich Brothers, Inc. (the “Placement Agent”) as a placement agent for the sale of the Convertible Notes, which sale concludes a private offering of debt in the amount of $500,000, (the “Offering”). In connection with the Offering, On July 8, 2014, the Company paid the Placement Agent in the form of a convertible note with a principal amount of $10,800, (with terms identical to the Convertible Notes set forth above), which represented an 8% commission of the gross proceeds. In addition, the Placement Agent earned warrants to purchase 24,107 shares of Common Stock, which represented 10% of the shares of Common Stock into which the Convertible Notes the placement agent sold in the offering could be converted into at $0.56 per share (the “Placement Agent Warrants”), which have an exercise price of $0.56 per share of Common Stock, will be exercisable for a period of four years, contain customary cashless exercise and anti-dilution protection and are entitled to registration rights No beneficial conversion feature was recognized. The Company recorded deferred financing charges in the amount of $10,800, which are being amortized over the life of the promissory note. During the year ended December 31, 2014 the Company amortized $3,600 of the financing expense related to this note. As of December 31, 2014, the note had accrued interest of $521. | ||||||||
On July 10, 2014, the Company exchanged all of 1) the November 12, 2013 Convertible Promissory Notes in the aggregate amount of $160,000, 2) the December 27, 2013 Convertible Promissory Notes in the aggregate amount of $160,000, and 3) the February 4, 2013 Convertible Promissory Notes in the aggregate amount of $350,000 for Convertible Promissory Notes, for Convertible Promissory Notes dated July 10, 2014 in the aggregate amount of $701,068, which included accrued interest of approximately $31,067 as of July 10, 2014.The Convertible Promissory Notes matures on December 31, 2015 (the “Maturity Date”) and bear interest at an annual rate of interest of 10 percent until maturity, with interest payable quarterly. The Investor has a right, in his sole discretion, to convert the Convertible Note into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances, at a conversion rate of $0.56 per share. For two notes in the aggregate amount of $160,000, the Company recognized a beneficial conversion feature in the amount of $32,000. Interest expense recognized on the amortization of the beneficial conversion feature was $9,412 for the year ended December 31, 2014. If the Convertible Note have not been fully repaid by the Company by the Maturity Date or converted into shares at the election of the Convertible Note Investor prior to the Maturity Date, then such Convertible Note will accrue interest at the annual rate of 12% from the Maturity Date until the date the Convertible Note is repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 12%. The Company used the proceeds of the Convertible Note for working capital, general corporate purposes, and debt repayment. As of December 31, 2014 the notes had accrued interest of $ 33,421. | ||||||||
On October 9, 2014, the Company issued three convertible promissory notes in the amounts of $80,000, $80,000, and $15,000, (the “Notes in the Aggregate Amount of $175,000”) to three accredited investors. Robert C. Schroeder, a director of the Company, purchased the note in the amount of $15,000. The notes mature on December 31, 2015, and bear interest at an annual rate of interest of 6 percent until maturity, with interest payable quarterly. The note investors have a right, in their sole discretion, to convert the notes into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances at a conversion rate of $0.30 per Share. No beneficial conversion feature was recognized. If the convertible notes have not been fully repaid by the Company by the maturity date or converted into shares at the election of the note investors prior to the maturity date, then such notes will accrue interest at the annual rate of 12% from the maturity date until the date the notes are repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 12%. The Company used the proceeds of the notes for working capital, general corporate purposes, and debt repayment. As of December 31, 2014 the notes had accrued interest of $ 3,979. | ||||||||
On December 17, 2014, the Company issued two convertible promissory notes in a maximum aggregate principal amount of $200,000 to two accredited investors who are associated with each other and are shareholders of the Company. The notes mature on December 31, 2015, and bear interest at an annual rate of interest of 6 % until maturity. Each note holder has a right, in their sole discretion, to convert the notes into shares of common stock, par value $ 0.001 per share, of the Company under certain circumstances at a conversion rate of $ 0.30 per share. No beneficial conversion feature was recognized. If either note has not been fully repaid by the Company by the maturity date or converted into shares at the election of the note holders prior to the maturity date, then such note will accrue interest at the annual rate of 12 % from the maturity date until the date the convertible note is repaid in full. The Company used the proceeds of the convertible notes for working capital and general corporate purposes, and debt repayment. As of December 31, 2014 the notes had accrued interest of $ 767. | ||||||||
The table below reflects Notes payable due to related parties at December 31, 2014 and December 31, 2013, respectively | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
The $80,000 Jackie Chretien Note | $ | 15,000 | $ | 32,500 | ||||
The $55,167 A. Michael Chretien Note | 40,415 | 40,415 | ||||||
The $250,000 Shealy Note | 193,453 | 150,000 | ||||||
Notes in the Aggregate Amount of $415,000 | 414,294 | - | ||||||
Notes in the Aggregate Amount of $701,068 | 678,482 | 320,000 | ||||||
The $30,000 Robert C. Schroeder Convertible Promissory Note | 30,000 | - | ||||||
The $10,000 Matthew L. Chretien Convertible Promissory Note | 10,000 | - | ||||||
The $10,800 Taglich Brothers Note | 10,800 | - | ||||||
Notes in the Aggregate Amount of $175,000 | 175,000 | - | ||||||
Notes in the Aggregate Amount of $200,000 | 200,000 | - | ||||||
Total notes payable - related party | $ | 1,767,444 | $ | 542,915 | ||||
Less current portion | -1,549,965 | -320,000 | ||||||
Long-term portion of notes payable-related party | $ | 217,479 | $ | 222,915 | ||||
Future minimum principal payments of these notes payable as described in this Note 8 are as follows: | ||||||||
For the Twelve Months Ended | ||||||||
December 31, | Amount | |||||||
2015 | $ | 1,549,965 | ||||||
2016 | 90,093 | |||||||
2017 | 38,310 | |||||||
2018 | 42,321 | |||||||
2019 | 46,755 | |||||||
TOTAL | $ | 1,767,444 | ||||||
As of December 31, 2014 and December 31, 2013, accrued interest for these notes payable to related parties amounted to $ 73,769 and $ 36,939, respectively. | ||||||||
For the twelve months ended December 31, 2014, and 2013, interest expense in connection with notes payable – related parties was $ 124,658 and $ 43,755 respectively. | ||||||||
Deferred_Compensation
Deferred Compensation | 12 Months Ended | ||
Dec. 31, 2014 | |||
Compensation Related Costs [Abstract] | |||
Compensation Related Costs, General [Text Block] | 9 | Deferred Compensation | |
Deferred compensation consists of accumulated compensation earned by the Company’s two founders, and not paid as of December 31, 2014 and December 31, 2013. | |||
Pursuant to the Company’s employment agreements with the founders, the Company has agreed to pay deferred compensation totaling $ 215,012 in cash to these founders on March 31, 2015. | |||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies Disclosure [Text Block] | 10 | Commitments and Contingencies | |||
Employment Agreements | |||||
The Company has entered into employment agreements with three of its key executives. Under their respective agreements, the executives serve at will and are bound by typical confidentiality, non-solicitation and non-competition provisions. | |||||
Operating Leases | |||||
On January 1, 2010, the Company entered into an agreement to lease 6,000 rentable square feet of office space in Columbus, Ohio at a monthly rent of $ 3,375. The lease commenced on January 1, 2010 and, pursuant to a lease extension dated February 21, 2012 and August 14, 2014, the lease expires on December 31, 2016. The Company has no other leases. | |||||
Future minimum lease payments under this operating lease are as follows: | |||||
For the Twelve Months Ended | December 31, | ||||
2015 | $ | 40,500 | |||
2016 | 40,500 | ||||
Total | $ | 81,000 | |||
Rent expense charged to operations for the twelve months ended December 31, 2014, and 2013 amounted to $ 40,500 and $ 40,500, respectively. | |||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |
Dec. 31, 2014 | ||
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity Note Disclosure [Text Block] | 11 | Stockholders’ Equity |
Description of Authorized Capital | ||
The Company is authorized to issue up to 50,000,000 shares of common stock with $ 0.001 par value. The holders of the Company’s common stock are entitled to one vote per share. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. However, the current policy of the Board of Directors is to retain earnings, if any, for the operation and expansion of the business. Upon liquidation, dissolution or winding-up of the Company, the holders of common stock are entitled to share ratably in all assets of the Company that are legally available for distribution. | ||
Sales of Unregistered Securities | ||
On February 28, 2013 and March 6, 2013, the Company, entered into a securities purchase agreement with certain accredited investors, pursuant to which it sold an aggregate of 2,142,857 shares of the Company’s common stock, par value, $ 0.001 per share at a purchase price of $ 1.40 per share, for aggregate cash proceeds of $ 2,650,000 and the exchange of $ 350,000 in previously issued convertible promissory notes issued between January 28, 2013 and February 7, 2013 to certain investors associated with the Placement Agent (the “Offering”). The Company used the net proceeds of the Offering for working capital and general corporate purposes, including without limitation, debt reduction purposes. | ||
The Company retained Taglich Brothers, Inc. (the “Placement Agent”) as the exclusive placement agent for the Offering. In connection with the Offering, the Company paid the Placement Agent a cash payment of $ 268,000, which represented an 8 % commission of the gross proceeds and approximately $ 28,000 for reimbursement for reasonable out of pocket expenses, FINRA filing fees and related legal fees. In addition, the Placement Agent earned warrants to purchase 214,286 shares of Common Stock, which represented 10 % of the shares of Common Stock sold in the Offering (the “Placement Agent Warrants”), which have an exercise price of $ 1.68 per share of Common Stock, will be exercisable for a period of four years, contain customary cashless exercise and anti-dilution protection and are entitled to registration rights. | ||
Pursuant to the Purchase Agreement, the Company agreed to (a) file a registration statement with the SEC no later than May 29, 2013 covering the re-sale of the Common Stock shares sold in the Offering and the Common Stock shares issuable upon exercise of the Placement Agent Warrants. The Company also agreed to use commercially reasonable efforts to have the Registration Statement become effective as soon as possible after filing (and in any event within 90 days of the filing of such Registration Statement). | ||
The shares of Common Stock sold in the Offering were not registered under the Securities Act of 1933, as amended or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The investors are “accredited investors” as such term is defined in Regulation D promulgated under the Securities Act. | ||
Shares Issued and Outstanding and Shares Reserved for Exercise of Warrants | ||
Since the issuance of the shares of Common Stock described herein, the Company has 7,123,074 shares of Common Stock issued and outstanding; and 1,288,134 shares reserved for issuance upon the exercise of outstanding warrants. | ||
Return to Treasury of Shares and Issuance of Contingent Warrants | ||
On February 15, 2013, the Company and A. Michael Chretien, a member of the Board of Directors of the Company, entered into a return to treasury agreement dated February 15, 2013, whereby A. Michael Chretien returned 500,000 shares of common stock of the Company, par value $0.001 per share to the Company. As consideration for A. Michael Chretien returning to treasury 500,000 shares of common stock he owns, the Company issued one four-year warrant to A. Michael Chretien with a right to purchase 500,000 shares of common stock at $0.007 per share within four years of the shareholders of the Company increasing the number of authorized shares of common stock of the Company, with piggyback registration rights. The warrant has a right of first refusal for A. Michael Chretien to exercise up to 500,000 shares prior to the Company issuing shares of common stock in any transaction. The Company issued the warrant in reliance on an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, as promulgated by the SEC. Based on the closing price of the Company shares on February 15, 2013, of $1.96 per share, the approximate value of 500,000 shares is equal to $980,000. | ||
On February 15, 2013, the Company and Matthew Chretien, a member of the Board of Directors of the Company, entered into a return to treasury agreement dated February 15, 2013, whereby Matthew Chretien returned 500,000 shares of common stock of the Company, par value $0.001 per share to the Company. As consideration for Matthew Chretien returning to treasury 500,000 shares of common stock he owns, the Company issued one four-year warrant to Matthew Chretien with a right to purchase 500,000 shares of common stock at $0.007 per share within four years of the shareholders of the Company increasing the number of authorized shares of common stock of the Company, with piggyback registration rights. The warrant has a right of first refusal for Matthew Chretien to exercise up to 500,000 shares prior to the Company issuing shares of common stock in any transaction. The Company issued the warrant in reliance on an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, as promulgated by the SEC. Based on the closing price of the Company shares on February 15, 2013, of $1.96 per share, the approximate value of 500,000 shares is equal to $980,000. | ||
Settlement Agreements | ||
On February 8, 2013, Intellinetics and a service provider reached an agreement to settle outstanding accounts payable in the amount of $262,000 for the issuance of 124,761 restricted shares of common stock of the Company to the service provider (with piggyback registration rights), a lump sum payment of $50,000, and mutual release and generally for the discharge of all past, present and future claims against each other. The Company issued the restricted shares in reliance on an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, as promulgated by the SEC. | ||
Effective October 9, 2013, Intellinetics and Kimm Bush, a former employee of Intellinetics, entered into a settlement agreement and release of all claims asserted by Ms. Bush against Intellinetics arising from Ms. Bush’s employment for a lump sum payment of $75,000. | ||
Concentrations
Concentrations | 12 Months Ended | ||
Dec. 31, 2014 | |||
Risks and Uncertainties [Abstract] | |||
Concentration Risk Disclosure [Text Block] | 12 | Concentrations | |
Revenues from the Company’s services to a limited number of customers have accounted for a substantial percentage of the Company’s total revenues. For the twelve months ended December 31, 2014, the Company’s two largest customers, Tiburon, Inc. (“Tiburon”) a reseller and CareWorks (“CareWorks”) a direct end user, accounted for approximately 12% and 5%, respectively, of the Company’s revenues for that period. For the twelve months ended December 31, 2013, the Company’s two largest customers, Tiburon, Inc. (“Tiburon”) and CareWorks (“Careworks”), accounted for approximately 9% and 5%, respectively, of the Company’s revenues for that period. | |||
For the twelve months ended December 31, 2014 and 2013, government contracts represented approximately 50% and 57% of the Company’s net revenues, respectively. A significant portion of the Company’s sales to Resellers’ represent ultimate sales to government agencies. | |||
As of December 31, 2014, accounts receivable concentrations from the Company’s four largest customers were 23%, 21%, 13% and 10% of gross accounts receivable, respectively, and as of December 31, 2013, accounts receivable concentrations from the Company’s four largest customers were 24%, 21%, 17% and 12%, of gross accounts receivable, respectively. Accounts receivable balances from the Company’s four largest customers at December 31, 2014 has been partially collected. | |||
Provision_For_Income_Taxes
Provision For Income Taxes | 12 Months Ended | ||
Dec. 31, 2014 | |||
Income Tax Disclosure [Abstract] | |||
Income Tax Disclosure [Text Block] | 13 | Provision For Income Taxes | |
For the years ended December 31, 2014, and 2013, we have recognized the minimum amount of state income tax as required by the states that we are required to file taxes in. We are not currently subject to further federal or state tax since we have incurred losses since our inception. | |||
As of December 31, 2014 we had federal and state net operating loss carry forwards of approximately $ 9,002,000 which can be used to offset future federal income tax. The federal and state net operating loss carry forwards expire at various dates through 2034. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in our opinion, utilization is not reasonably assured. | |||
As of December 31, 2014, the deferred tax asset related to our net operating losses was approximately $ 3,168,000. A 100 % valuation allowance has been established on deferred tax assets at December 31, 2014, and 2013, due to the uncertainty of our ability to realize future taxable income. | |||
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Dec. 31, 2014 | |||
Subsequent Events [Abstract] | |||
Subsequent Events [Text Block] | 14 | Subsequent Events | |
Issuance of Convertible Notes | |||
On February 10, 2015, the Company issued two convertible promissory notes in a maximum aggregate principal amount of $ 100,000 to two accredited investors who are associated with each other. The notes mature on December 31, 2015, and bear interest at an annual rate of interest of 6 % until maturity. Each note holder has a right, in their sole discretion, to convert the notes into shares of common stock, par value $ 0.001 per share, of the Company under certain circumstances at a conversion rate of $ 0.30 per share. If either note has not been fully repaid by the Company by the maturity date or converted into shares at the election of the note holders prior to the maturity date, then such note will accrue interest at the annual rate of 12 % from the maturity date until the date the convertible note is repaid in full. The Company intends to use the proceeds of the convertible notes for working capital and general corporate purposes. | |||
On March 11, 2015, the Company issued two convertible promissory notes in a maximum aggregate principal amount of $ 100,000 to two accredited investors who are associated with each other. The notes mature on December 31, 2015, and bear interest at an annual rate of interest of 6 % until maturity. Each note holder has a right, in their sole discretion, to convert the notes into shares of common stock, par value $ 0.001 per share, of the Company under certain circumstances at a conversion rate of $ 0.30 per share. If either note has not been fully repaid by the Company by the maturity date or converted into shares at the election of the note holders prior to the maturity date, then such note will accrue interest at the annual rate of 12 % from the maturity date until the date the convertible note is repaid in full. The Company intends to use the proceeds of the convertible notes for working capital and general corporate purposes. | |||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions 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. Actual results could differ from estimated amounts. | |
Significant estimates and assumptions include valuation allowance related to receivables, the recoverability of long-term assets, depreciable lives of property and equipment, deferred taxes and related valuation allowances. The Company’s management monitors these risks and assesses its business and financial risks on a quarterly basis. | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk |
The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. | |
The number of customers that comprise the Company’s customer base, along with the different industries, governmental entities and geographic regions, in which the Company’s customers operate, limits concentrations of credit risk with respect to accounts receivable. The Company does not generally require collateral or other security to support customer receivables; however, the Company may require its customers to provide retainers, up-front deposits or irrevocable letters-of-credit when considered necessary to mitigate credit risk. The Company has established an allowance for doubtful accounts based upon facts surrounding the credit risk of specific customers and past collections history. Credit losses have been within management’s expectations. At December 31, 2014 and December 31, 2013, the Company allowances for doubtful accounts were $ 2,015 and $ 27,635 respectively. | |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment |
Property and equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed over the estimated useful lives of the related assets on a straight-line basis. Furniture and fixtures, computer hardware and purchased software are depreciated over 3 to 7 years. Leasehold improvements are amortized over the life of the lease or the asset, whichever is shorter, generally 7 to 10 years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation and amortization of these assets are removed from the accounts and the resulting gains and losses are reflected in the results of operations. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets |
The Company accounts for the impairment and disposition of long-lived assets in accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant, and Equipment.” The Company tests long-lived assets or asset groups, such as property and equipment, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. | |
Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life. | |
Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group. Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group. The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share Based Compensation |
The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock that are recognized in the consolidated statement of operations based on their fair values at the date of grant. | |
The Company accounts for stock-based payments to non-employees in accordance with ASC 718 and ASC 505-50, “Equity-Based Payments to Non-Employees,” which requires that such equity instruments are recorded at their fair value on the measurement date, with the measurement of such compensation being subject to periodic adjustment as the underlying equity instruments vest. | |
Both employee and non-employee grants of stock were fully vested at their respective date of grants. For the twelve months ended December 31, 2014, and 2013, the Company recorded share-based compensation to non-employees of $ 200,000 and $-0- , respectively. | |
Software Development Costs [Policy Text Block] | Software Development Costs |
Software development costs for software to be sold or otherwise marketed incurred prior to the establishment of technological feasibility are expensed as incurred. The Company defines establishment of technological feasibility as the completion of a working model. Software development costs incurred subsequent to the establishment of technological feasibility through the period of general market availability of the product are capitalized, if material. To date, all software development costs for software to be sold or otherwise marketed have been expensed as incurred. In accordance with ASC 350-40, the Company capitalizes purchase and implementation costs of internal use software. No such costs were capitalized during the periods presented. | |
Research and Development Expense, Policy [Policy Text Block] | Research and Development |
We design, develop, test, market, license, and support new software products and enhancements of current products. We continuously monitor our software products and enhancements to remain compatible with standard platforms and file formats. We expense as incurred, our software development costs. For the twelve months ending December 31, 2014 and 2013, our research and development costs were $407,716 and $285,824, respectively. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncement |
In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The core principle of ASU 2014-09 is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, ASU 2014-09 requires five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, (v) recognize revenue when (or as) the entity satisfies a performance obligation. Entities will generally be required to make more estimates and use more judgment than under current guidance, which will be highlighted for users through increased disclosure requirements. ASU 2014-09 is effective for public entities for annual periods beginning after December 15, 2016, including interim periods therein. Three basic transition methods are available – full retrospective, retrospective with certain practical expedients, and a cumulative effect approach. Early adoption is prohibited. Management is in the process of evaluating the impact that adoption of ASU 2014-09 will have on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard. | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition |
a) Sale of software | |
The Company recognizes revenues in accordance with ASC Topic 985-605, “Software Revenue Recognition” (“ASC 985-605”). | |
The Company records revenues from the sale of software licenses when persuasive evidence of an arrangement exists, the software has been delivered, there are no significant uncertainties surrounding product acceptance by the customer, the fees are fixed and determinable, and collection is considered probable. Revenues included in this classification typically include sales of additional software licenses to existing customers and sales of software to the Company’s Resellers (See section h) - Reseller Agreements, below. | |
The Company assesses whether payment terms are customary or extended in accordance with normal practice relative to the market in which the sale is occurring. The Company’s sales arrangements generally include standard payment terms. These terms effectively relate to all customers, products, and arrangements regardless of customer type, product mix or arrangement size. | |
If an undelivered element for the arrangement exists under the license arrangement, revenues related to the undelivered element are deferred based on Vendor Specific Objective Evidence (“VSOE”) of the fair value of the undelivered element. Often, multiple-element sales arrangements include arrangements where software licenses and the associated post-contract customer support (“PCS”) are sold together. The Company has established VSOE of the fair value of the undelivered PCS element based on the contracted price for renewal PCS included in the original multiple element sales arrangement, as substantiated by contractual terms and the Company’s significant PCS renewal experience, from the Company’s existing customer base. | |
The Company records the revenues for the sales of software with professional services as prescribed by ASC 985-605, in accordance with the contract accounting guidelines in ASC 605-35, “Revenue Recognition: Construction-Type and Production-Type Contracts” (“ASC 605-35”), after evaluating for separation of any non-ASC 605-35 elements in accordance with the provisions of ASC 605-25, “Revenue Recognition: Multiple-Element Arrangements,” as updated. The Company accounts for these contracts under the completed contract method, as the Company believes that this method is most appropriate. The contract is considered to be complete when persuasive evidence of an arrangement exists, the software has been installed on the customer’s site, there are no significant uncertainties surrounding acceptance by the customer, the fees are fixed and determinable, and collection is considered probable. | |
The fair value of any undelivered elements in multiple-element arrangements in connection with the sales of software licenses with professional services are deferred based upon VSOE. | |
b) Sale of Software as a Service | |
Sale of Software as a Service consists of revenues from arrangements that provide customers the use of the Company’s software applications, as a service, typically billed on a monthly or annual basis. Advance billings of these services are not recorded to the extent that the term of the arrangement has not commenced and payment has not been received. Revenue on these services is recognized ratably over the term of the underlying arrangement. | |
c) Sale of software maintenance services | |
Software maintenance services revenues consist of revenues derived from arrangements that provide PCS to the Company’s software license holders. These revenues are recognized ratably over the term of the contract. Advance billings of PCS are not recorded to the extent that the term of the PCS has not commenced and payment has not been received. | |
d) Sales of professional services | |
Professional services consist principally of revenues from consulting, advisory services, training and customer assistance with management and uploading of data into the Company’s applications. When these services are provided on a time and material basis, the Company records the revenue as the services are rendered, since the revenues from services rendered through any point in time during the performance period are not contingent upon the completion of any further services. Where the services are provided under a fixed priced arrangement, the Company records the revenue on a proportional performance method, since the revenues from services rendered through any point in time during the performance period are not contingent upon the completion of any further services. | |
e) Sales of third party services | |
Sales of third party services consist principally of third party software and/or equipment as a pass through of software and equipment purchased from third parties at the request of customers. | |
f) Deferred revenues | |
The Company records deferred revenue primarily related to software maintenance support agreements, when the customer pays for the contract prior to the time the services are performed. Substantially all maintenance agreements have a one-year term that commences immediately following the delivery of the maintained products or on the date of the applicable renewal period. | |
g) Rights of return and other incentives | |
The Company does not generally offer rights of return or any other incentives such as concessions, product rotation, or price protection and, therefore, does not provide for or make estimates of rights of return and similar incentives. The Company, from time to time, may discount bundled software sales with PCS services. Such discounts are recorded as a component of the software sale and any revenue related to PCS is deferred over the PCS period based upon appropriate VSOE of fair value. | |
h) Reseller agreements | |
The Company executes certain sales contracts through resellers and distributors (collectively, “Resellers”). The Company recognizes revenues relating to sales through Resellers when all the recognition criteria have been met—in other words, persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable, and collectability is probable. In addition, the Company assesses the credit-worthiness of each Reseller, and if the Reseller is undercapitalized or in financial difficulty, any revenues expected to emanate from such Resellers are deferred and recognized only when cash is received and all other revenue recognition criteria are met. | |
Advertising Costs, Policy [Policy Text Block] | Advertising |
The Company expenses the cost of advertising as incurred. Advertising expense for the twelve months ended December 31, 2014, and 2013 amounted to approximately $ 3,430 and $ 37,698, respectively. | |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share |
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The company has outstanding stock options which have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same. | |
Income Tax, Policy [Policy Text Block] | Income Taxes |
The Company and its subsidiary file a consolidated federal income tax return. The provision for income taxes is computed by applying statutory rates to income before taxes. | |
Deferred income taxes are recognized for the tax consequences in future years of temporary differences between the financial reporting and tax bases of assets and liabilities as of each period-end based on enacted tax laws and statutory rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A 100% valuation allowance has been established on deferred tax assets at December 31, 2014 and December 31, 2013, due to the uncertainty of our ability to realize future taxable income. | |
The Company accounts for uncertainty in income taxes in its financial statements as required under ASC 740, Accounting for Uncertainty in Income Taxes. The standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition accounting. The Company’s tax returns prior to 2011 are closed. Management determined there were no material uncertain positions taken by the Company in its tax returns. | |
Condensed Cash Flow Statement [Policy Text Block] | Statement of Cash Flows |
For purposes of reporting cash flows, cash includes cash on hand and demand deposits held by banks. | |
Reclassification, Policy [Policy Text Block] | Reclassification |
Certain amounts in the 2013 condensed consolidated financial statements have been reclassified to conform to current year presentation. | |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment are comprised of the following: | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Computer hardware and purchased software | $ | 297,242 | $ | 301,908 | ||||
Leasehold improvements | 221,666 | 221,666 | ||||||
Furniture and fixtures | 88,322 | 88,322 | ||||||
Total | 607,230 | 611,896 | ||||||
Less: accumulated depreciation and amortization | -578,559 | -558,670 | ||||||
Property and equipment, net | $ | 28,671 | $ | 53,226 | ||||
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Debt [Table Text Block] | The table below reflects all notes payable at December 31, 2014 and December 31, 2013, respectively, with the exception of related party notes disclosed in Note 8 - Notes Payable - Related Parties. | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Bank Loan, due April 30, 2014 | $ | - | $ | 13,872 | ||||
Authority Loan No. 1, due September 1, 2015 | 600,429 | 741,788 | ||||||
Authority Loan No. 2, due August 1, 2018 | 657,006 | 750,000 | ||||||
Notes payable due December 31, 2015 | 42,794 | - | ||||||
Total notes payable | $ | 1,300,229 | $ | 1,505,660 | ||||
Less current portion | -756,614 | -391,266 | ||||||
Long-term portion of notes payable | $ | 543,615 | $ | 1,114,394 | ||||
Schedule of Maturities of Long-term Debt [Table Text Block] | Future minimum principal payments of these notes payable with the exception of the related party notes in Note 8 - Notes Payable - Related Parties, as described in this Note 7 are as follows: | |||||||
For the Twelve-Month | ||||||||
Period Ended December 31, | Amount | |||||||
2015 | $ | 756,614 | ||||||
2016 | 144,743 | |||||||
2017 | 155,207 | |||||||
2018 | 243,665 | |||||||
Total | $ | 1,300,229 | ||||||
Notes_Payable_Related_Parties_
Notes Payable - Related Parties (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Schedule of Notes Payable to Related Parties [Table Text Block] | The table below reflects Notes payable due to related parties at December 31, 2014 and December 31, 2013, respectively | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
The $80,000 Jackie Chretien Note | $ | 15,000 | $ | 32,500 | ||||
The $55,167 A. Michael Chretien Note | 40,415 | 40,415 | ||||||
The $250,000 Shealy Note | 193,453 | 150,000 | ||||||
Notes in the Aggregate Amount of $415,000 | 414,294 | - | ||||||
Notes in the Aggregate Amount of $701,068 | 678,482 | 320,000 | ||||||
The $30,000 Robert C. Schroeder Convertible Promissory Note | 30,000 | - | ||||||
The $10,000 Matthew L. Chretien Convertible Promissory Note | 10,000 | - | ||||||
The $10,800 Taglich Brothers Note | 10,800 | - | ||||||
Notes in the Aggregate Amount of $175,000 | 175,000 | - | ||||||
Notes in the Aggregate Amount of $200,000 | 200,000 | - | ||||||
Total notes payable - related party | $ | 1,767,444 | $ | 542,915 | ||||
Less current portion | -1,549,965 | -320,000 | ||||||
Long-term portion of notes payable-related party | $ | 217,479 | $ | 222,915 | ||||
Schedule of Maturities of Notes Payable Related Party [Table Text Block] | Future minimum principal payments of these notes payable as described in this Note 8 are as follows: | |||||||
For the Twelve Months Ended | ||||||||
December 31, | Amount | |||||||
2015 | $ | 1,549,965 | ||||||
2016 | 90,093 | |||||||
2017 | 38,310 | |||||||
2018 | 42,321 | |||||||
2019 | 46,755 | |||||||
TOTAL | $ | 1,767,444 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under this operating lease are as follows: | ||||
For the Twelve Months Ended | December 31, | ||||
2015 | $ | 40,500 | |||
2016 | 40,500 | ||||
Total | $ | 81,000 | |||
Liquidity_and_Managements_Plan1
Liquidity and Management's Plans (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Liquidity And Managements Plans [Line Items] | |||
Accumulated Deficit | $9,457,011 | $7,808,370 | |
Cash | 184,081 | 260,560 | 46,236 |
Alternative Net Capital Requirement, Total | 180,000 | ||
Proceeds From Convertible Debt | 1,225,000 | ||
Minimum [Member] | |||
Liquidity And Managements Plans [Line Items] | |||
Capital Fund Requirements For Future Operation | 2,160,000 | ||
Maximum [Member] | |||
Liquidity And Managements Plans [Line Items] | |||
Capital Fund Requirements For Future Operation | $3,600,000 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Line Items] | ||
Allowance for Doubtful Accounts Receivable | $2,015 | $27,635 |
Advertising Expense | 3,430 | 37,698 |
Allocated Share-based Compensation Expense | 200,000 | 0 |
Research and Development Expense | $407,716 | $285,824 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 100.00% | 100.00% |
Computer Equipment [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Leasehold Improvements [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Computer hardware and purchased software | $297,242 | $301,908 |
Leasehold improvements | 221,666 | 221,666 |
Furniture and fixtures | 88,322 | 88,322 |
Total | 607,230 | 611,896 |
Less: accumulated depreciation and amortization | -578,559 | -558,670 |
Property and equipment, net | $28,671 | $53,226 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization | $24,312 | $26,465 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Total notes payable | $1,300,229 | $1,505,660 |
Less current portion | -756,614 | -391,266 |
Long-term portion of notes payable | 543,615 | 1,114,394 |
Bank Loan, due April 30, 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Bank Loan, due | 0 | 13,872 |
Authority Loan No. 1, due September 1, 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Authority Loan | 600,429 | 741,788 |
Authority Loan No. 2, due August 1, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Authority Loan | 657,006 | 750,000 |
Note payable due December 31, 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | $42,794 | $0 |
Notes_Payable_Details_1
Notes Payable (Details 1) (USD $) | Dec. 27, 2013 | Nov. 12, 2013 | Feb. 04, 2013 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Total | $160,000 | $160,000 | $350,000 | |
Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
2015 | 756,614 | |||
2016 | 144,743 | |||
2017 | 155,207 | |||
2018 | 243,665 | |||
Total | $1,300,229 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | ||||
Jul. 10, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2004 | Oct. 31, 2014 | Jul. 17, 2009 | Jun. 03, 2011 | Jul. 10, 2014 | |
Debt Instrument [Line Items] | ||||||||
Interest Payable | $31,067 | $73,769 | $36,939 | $31,067 | ||||
Convertible Notes Payable, Current | 701,068 | 701,068 | ||||||
Interest Expense | 250,756 | 184,100 | ||||||
Debt Instrument, Maturity Date | 31-Dec-15 | |||||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||||||
Notes Payable to Banks [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes Payable to Bank, Noncurrent | 201,024 | |||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 6.25% | |||||||
Debt Instrument, Periodic Payment | 3,826 | |||||||
Notes Payable to Ohio State [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 6.00% | |||||||
Debt Instrument, Periodic Payment | 23,779 | |||||||
Notes and Loans, Noncurrent | 600,429 | 1,012,500 | ||||||
Participating Mortgage Loans, Participation Liabilities, Amount | 101,250 | |||||||
Debt Instrument, Interest Rate Terms | increase to 10% per annum | increase the interest rate from 6.0% to 7.0%, effective October 1, 2014 | ||||||
Debt Instrument, Maturity Date | 30-Sep-15 | |||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 6,000 | |||||||
Notes Payable to Ohio State Development Authority [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred Interest Expense | 103,242 | 83,942 | ||||||
Notes and Loans, Noncurrent | 657,006 | 750,000 | ||||||
Participating Mortgage Loans, Participation Liabilities, Amount | 75,000 | |||||||
Debt Instrument, Interest Rate, Second Twelve Months | 7.00% | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.60% | |||||||
Notes Payable, Principal and Interest Periodic Payment | 14,850 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||
Notes Payable, Other Payables [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Payable | 186,783 | 152,875 | ||||||
Accrued Loan Participation Fees | 155,045 | 134,576 | ||||||
Deferred Finance Costs, Net | 10,324 | 18,640 | ||||||
Interest Expense | 126,098 | 168,824 | ||||||
Accredited Investors [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible Notes Payable, Current | 45,000 | 45,000 | ||||||
Debt Instrument, Convertible, Conversion Price | $0.56 | $0.56 | ||||||
Debt Instrument, Maturity Date | 31-Dec-15 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||
Debt Instrument Accrue Interest Percentage | 12.00% | 12.00% | ||||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 3,125 | |||||||
Interest Expense, Debt | $919 |
Notes_Payable_Related_Parties_1
Notes Payable - Related Parties (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ||
Total notes payable - related party | $1,767,444 | $542,915 |
Less current portion | -1,549,965 | -320,000 |
Long-term portion of notes payable-related party | 217,479 | 222,915 |
The $80,000 Jackie Chretien Note [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable - related party | 15,000 | 32,500 |
The $55,167 A. Michael Chretien Note [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable - related party | 40,415 | 40,415 |
The $250,000 Shealy Note [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable - related party | 193,453 | 150,000 |
Notes in the Aggregate Amount of $415,000 [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable - related party | 414,294 | 0 |
Notes in the Aggregate Amount of $701,068 [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable - related party | 678,482 | 320,000 |
The $30,000 Robert C. Schroeder Convertible Promissory Note [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable - related party | 30,000 | 0 |
The $10,000 Matthew L. Chretien Convertible Promissory Note [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable - related party | 10,000 | 0 |
The $10,800 Taglich Brothers Note [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable - related party | 10,800 | 0 |
Notes in the Aggregate Amount of $175,000 [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable - related party | 175,000 | 0 |
Notes in the Aggregate Amount of $200,000 [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable - related party | $200,000 | $0 |
Notes_Payable_Related_Parties_2
Notes Payable - Related Parties (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ||
Total | $1,767,444 | $542,915 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
2015 | 1,549,965 | |
2016 | 90,093 | |
2017 | 38,310 | |
2018 | 42,321 | |
2019 | 46,755 | |
Total | $1,767,444 |
Notes_Payable_Related_Parties_3
Notes Payable - Related Parties (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 0 Months Ended | |||||||||||
Jul. 10, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 08, 2014 | Apr. 16, 2012 | Mar. 29, 2012 | Mar. 13, 2013 | Dec. 27, 2013 | 12-May-14 | Jun. 06, 2014 | Dec. 17, 2014 | Feb. 04, 2014 | Nov. 12, 2013 | Jun. 30, 2014 | Oct. 09, 2014 | Feb. 04, 2013 | Jul. 15, 2012 | Nov. 24, 2012 | Mar. 02, 2009 | Dec. 29, 2001 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||
Notes Payable, Related Parties | $1,767,444 | $542,915 | ||||||||||||||||||
Interest Payable | 31,067 | 73,769 | 36,939 | |||||||||||||||||
Interest Expenses of Notes Payable in Related Parties | 124,658 | 43,755 | ||||||||||||||||||
Debt Instrument, Maturity Date | 31-Dec-15 | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||||||||||||||||||
Convertible Notes Payable | 701,068 | |||||||||||||||||||
Increase In Shares Authorized | 25,000,000 | |||||||||||||||||||
Long-term Debt, Total | 160,000 | 160,000 | 350,000 | |||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | 1,206 | ||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | On August 6, 2014, the shareholders voted to effectuate a 7-to-1 reverse stock split, which effectively increased the number of available shares and resolved the contingency on the conversion features. | |||||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.142857143 | |||||||||||||||||||
July 10, 2014 Convertible Promissory Notes [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 9,412 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Notes Payable, Related Parties | 500,000 | |||||||||||||||||||
Interest Payable | 521 | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $0.56 | |||||||||||||||||||
Convertible Notes Payable | 10,800 | |||||||||||||||||||
Commission Percentage | 8.00% | |||||||||||||||||||
Percentage of Common Stock Sold | 10.00% | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.56 | |||||||||||||||||||
Common Stock Purchased | 24,107 | |||||||||||||||||||
Deferred Finance Costs, Net | 3,600 | 10,800 | ||||||||||||||||||
Robert C. Schroed [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Notes Payable, Related Parties | 15,000 | |||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Interest Payable | 33,421 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $0.00 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.56 | |||||||||||||||||||
Debt Instrument Accrue Interest Percentage | 12.00% | |||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 32,000 | |||||||||||||||||||
Amortization of Debt Discount (Premium) | 9,412 | |||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Notes Payable, Related Parties | 238,000 | 12,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | 1-Jan-14 | |||||||||||||||||||
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 10.00% | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||||||||||||||||
Debt Instrument Bearing Interest Percentage Per Quarter | 10.00% | |||||||||||||||||||
Shealy Note 250,000 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Notes Payable, Related Parties | 250,000 | |||||||||||||||||||
Repayments of Debt | 193,453 | 100,000 | ||||||||||||||||||
Interest Payable | 43,453 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||
Jackie Chretien Note 80,000 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Notes Payable, Related Parties | 80,000 | |||||||||||||||||||
Debt Instrument, Maturity Date, Description | the note was extended under the same terms, with a maturity of January 1, 2016 | |||||||||||||||||||
Repayments of Debt | 15,000 | |||||||||||||||||||
Interest Payable | 3,653 | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 17,500 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||
A Michael Chretien Note 55,167 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Notes Payable, Related Parties | 55,167 | |||||||||||||||||||
Repayments of Debt | 40,415 | |||||||||||||||||||
Interest Payable | 4,867 | 11,250 | ||||||||||||||||||
Debt Instrument, Maturity Date | 12-Jan-15 | |||||||||||||||||||
Robert Schroeder Note 30000 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Interest Payable | 1,940 | |||||||||||||||||||
Debt Instrument, Maturity Date | 31-Dec-15 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $0.00 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.56 | |||||||||||||||||||
Convertible Notes Payable | 30,000 | |||||||||||||||||||
Debt Instrument Accrue Interest Percentage | 12.00% | |||||||||||||||||||
Matthew L. Chretien Note 10000 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Interest Payable | 570 | |||||||||||||||||||
Debt Instrument, Maturity Date | 31-Dec-15 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $0.00 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.56 | |||||||||||||||||||
Convertible Notes Payable | 10,000 | |||||||||||||||||||
Debt Instrument Accrue Interest Percentage | 12.00% | |||||||||||||||||||
Two Accredited Investors [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Interest Payable | 767 | |||||||||||||||||||
Debt Instrument, Maturity Date | 31-Jul-14 | 31-Dec-15 | 30-Sep-14 | 31-Jul-14 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 6.00% | 10.00% | 10.00% | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | 0.56 | $0.30 | $0.56 | $0.70 | ||||||||||||||||
Convertible Notes Payable | 160,000 | 350,000 | 160,000 | |||||||||||||||||
Debt Instrument Accrue Interest Percentage | 15.00% | 12.00% | 15.00% | 15.00% | ||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 32,000 | |||||||||||||||||||
Long-term Debt, Total | 200,000 | |||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Interest Payable | 24,052 | |||||||||||||||||||
Debt Instrument, Maturity Date | 31-Dec-15 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $0.00 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.56 | |||||||||||||||||||
Convertible Notes Payable | 415,000 | |||||||||||||||||||
Debt Instrument Accrue Interest Percentage | 12.00% | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 8,000 | |||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 1,000 | |||||||||||||||||||
Amortization of Debt Discount (Premium) | 294 | |||||||||||||||||||
Three Accredited Investors [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Interest Payable | 3,979 | |||||||||||||||||||
Debt Instrument, Maturity Date | 31-Dec-15 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $0.00 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.30 | |||||||||||||||||||
Debt Instrument Accrue Interest Percentage | 12.00% | |||||||||||||||||||
Long-term Debt, Total | 175,000 | |||||||||||||||||||
Three Accredited Investors [Member] | Convertible Promissory Note One [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Convertible Notes Payable | 80,000 | |||||||||||||||||||
Three Accredited Investors [Member] | Convertible Promissory Notes Two [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Convertible Notes Payable | 80,000 | |||||||||||||||||||
Three Accredited Investors [Member] | Convertible Promissory Notes Three [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Convertible Notes Payable | $15,000 |
Deferred_Compensation_Details_
Deferred Compensation (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Deferred Compensation [Line Items] | ||
Deferred Compensation Liability, Classified, Noncurrent | $215,012 | $0 |
Employment Agreements With Founders [Member] | ||
Deferred Compensation [Line Items] | ||
Deferred Compensation, Payment Period | 31-Mar-15 | |
Deferred Compensation Liability, Classified, Noncurrent | $215,012 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 |
Operating Leased Assets [Line Items] | |
2015 | $40,500 |
2016 | 40,500 |
Total | $81,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 01, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | |
sqft | |||
Operating Leased Assets [Line Items] | |||
Area of Rental Square Feet of Office Space | 6,000 | ||
Lease Commenced Date | 1-Jan-10 | ||
Lease Expiration Date | 31-Dec-16 | ||
Operating Leases, Rent Expense | $3,375 | ||
Operating Leases, Rent Expense, Net | $40,500 | $40,500 | |
Lease Extension Date, Description | pursuant to a lease extension dated February 21, 2012 and August 14, 2014 |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 08, 2013 | Feb. 15, 2013 | Oct. 09, 2013 | |
Stockholders Equity [Line Items] | |||||
Common Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 | |||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 | |||
Proceeds from Convertible Debt | $1,225,000 | ||||
Proceeds From Notes Payable | 45,000 | 320,000 | |||
Stock Issued During Period, Value, Issued for Services | 200,000 | ||||
Common Stock, Shares, Issued | 7,123,074 | 6,765,930 | |||
Class of Warrant or Right, Outstanding | 1,288,134 | ||||
Common Stock, Shares Outstanding | 7,123,074 | 6,765,930 | |||
Settlement Agreements [Member] | |||||
Stockholders Equity [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 124,761 | ||||
Outstanding Accounts Payable | 262,000 | ||||
Stock Issued During Period, Value, Issued for Services | 50,000 | ||||
Michael Chretien [Member] | |||||
Stockholders Equity [Line Items] | |||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | ||||
Stock Returned During Period Shares | 500,000 | ||||
Stock Returned During Period Values | 980,000 | ||||
Sale of Stock, Price Per Share | $1.96 | ||||
Matthew Chretien [Member] | |||||
Stockholders Equity [Line Items] | |||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | ||||
Stock Returned During Period Shares | 500,000 | ||||
Stock Returned During Period Values | 980,000 | ||||
Sale of Stock, Price Per Share | $1.96 | ||||
February 28, 2013 and March 6, 2013 [Member] | Accredited Investors [Member] | |||||
Stockholders Equity [Line Items] | |||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | ||||
Fair Value Of Stock Price Per Share | $1.40 | ||||
Stock Issued During Period, Shares, Issued for Services | 2,142,857 | ||||
Proceeds from Convertible Debt | 2,650,000 | ||||
January 28, 2013 and February 7, 2013 [Member] | Accredited Investors [Member] | |||||
Stockholders Equity [Line Items] | |||||
Proceeds From Notes Payable | 350,000 | ||||
Placement Agent [Member] | |||||
Stockholders Equity [Line Items] | |||||
Proceeds from Convertible Debt | 28,000 | ||||
Fees and Commissions, Transfer Agent | 268,000 | ||||
Commission Percentage | 8.00% | ||||
Placement Agent Warrants [Member] | |||||
Stockholders Equity [Line Items] | |||||
Warrants To Purchase Of Common Shares | 214,286 | ||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 10.00% | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.68 | ||||
Intellinetics Inc [Member] | |||||
Stockholders Equity [Line Items] | |||||
Stock Issued During Period, Value, Issued for Services | $75,000 | ||||
One Four Year Warrant [Member] | Michael Chretien [Member] | |||||
Stockholders Equity [Line Items] | |||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.01 | ||||
Warrants To Purchase Of Common Shares | 500,000 | ||||
One Four Year Warrant [Member] | Matthew Chretien [Member] | |||||
Stockholders Equity [Line Items] | |||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.01 | ||||
Warrants To Purchase Of Common Shares | 500,000 |
Concentrations_Details_Textual
Concentrations (Details Textual) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Tiburon Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Revenue, Percentage | 12.00% | 9.00% |
Government Contracts Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Revenue, Percentage | 50.00% | 57.00% |
Careworks Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Revenue, Percentage | 5.00% | 5.00% |
Customer 1 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Gross, Accounts Receivables, Percentage | 23.00% | 24.00% |
Customer 2 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Gross, Accounts Receivables, Percentage | 21.00% | 21.00% |
Customer 3 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Gross, Accounts Receivables, Percentage | 13.00% | 17.00% |
Customer 4 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Gross, Accounts Receivables, Percentage | 10.00% | 12.00% |
Provision_For_Income_Taxes_Det
Provision For Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Provision For Income Taxes [Line Items] | ||
Operating Loss Carryforwards | $9,002,000 | |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $3,168,000 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 100.00% | 100.00% |
Operating Loss Carry Forwards Expiration Dates | 2034 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 0 Months Ended | ||||
Jul. 10, 2014 | Mar. 11, 2015 | Feb. 10, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Subsequent Event [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | |||
Debt Instrument, Maturity Date | 31-Dec-15 | ||||
Convertible Notes Payable | $701,068 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | |||
Debt Instrument, Convertible, Conversion Price | $0.30 | $0.30 | |||
Debt Instrument Accrue Interest Percentage | 12.00% | 12.00% | |||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Maturity Date | 31-Dec-15 | 31-Dec-15 | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||
Convertible Notes Payable | $100,000 | $100,000 |