Vertical Computer Systems (VCSY) 10-K 24 Apr 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Apr. 24, 2017	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	VERTICAL COMPUTER SYSTEMS INC
Entity Central Index Key	1,099,509
Document Type	10-K
Trading Symbol	VCSY
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 23,999,378
Entity Common Stock, Shares Outstanding		1,132,114,528
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash	$ 190,448	$ 37,141
Accounts receivable, net of allowance for bad debts of $139,705 and $97,973	367,278	382,463
Prepaid expenses and other current assets	10,355	57,488
Total current assets	568,081	477,092
Property and equipment, net of accumulated depreciation of $1,043,397 and $1,038,609	5,097	2,375
Intangible assets, net of accumulated amortization of $319,513 and $319,413	6,690	1,181,661
Deposits and other assets	8,064	7,909
Total assets	587,932	1,669,037
Current liabilities:
Accounts payable and accrued liabilities	12,075,298	10,536,974
Accounts payable to related parties	139,546	108,379
Bank overdraft		52
Deferred revenue	1,794,264	1,658,158
Derivative liabilities	1,014,192
Convertible debentures, net of unamortized discounts of $354,785 and $110,171	899,428	499,879
Notes payable	4,953,717	4,897,141
Notes payable and convertible debt to related parties, net of unamortized discounts of $0 and $20,798	308,242	417,445
Total current liabilities	21,184,687	18,118,028
Total liabilities	21,184,687	18,118,028
Convertible Cumulative Preferred stock	10,268,523	9,902,024
Stockholders' Deficit
Common stock: $0.00001 par value, 2,000,000,000 shares authorized, 1,167,841,439 issued and 1,127,841,439 outstanding as of December 31, 2016 and 1,114,601,656 issued and 1,084,601,656 outstanding as of December 31, 2015	11,679	11,147
Treasury stock: 40,000,000 shares as of December 31, 2016 and 30,000,000 shares as of December 31, 2015	(400)	(300)
Additional paid-in capital	23,672,153	22,252,823
Accumulated deficit	(55,017,675)	(49,739,924)
Accumulated other comprehensive income - foreign currency translation	424,996	558,668
Total Vertical Computer Systems, Inc. stockholders' deficit	(30,909,247)	(26,917,586)
Non-controlling interest	43,969	566,571
Total stockholders' deficit	(30,865,278)	(26,351,015)
Total liabilities and stockholders' deficit	587,932	1,669,037
Series A Preferred Stock [Member]
Current liabilities:
Convertible Cumulative Preferred stock	10,066,499	9,700,000
Series B Preferred Stock [Member]
Current liabilities:
Convertible Cumulative Preferred stock	246	246
Series C Preferred Stock [Member]
Current liabilities:
Convertible Cumulative Preferred stock	200,926	200,926
Series D Preferred Stock [Member]
Current liabilities:
Convertible Cumulative Preferred stock	$ 852	$ 852

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Allowance for bad debts	$ 139,705	$ 97,973
Accumulated depreciation, property and equipment	1,043,397	1,038,609
Accumulated amortization	319,513	319,413
Unamortized discounts	354,785	110,171
Unamortized discounts to related parties	$ 0	$ 20,798
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, authorized	2,000,000,000	2,000,000,000
Common stock, issued	1,167,841,439	1,114,601,656
Common stock, outstanding	1,127,841,439	1,084,601,656
Treasury stock	40,000,000	30,000,000
Series A Preferred Stock [Member]
Preferred stock, dividend rate (as a percent)	4.00%	4.00%
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	250,000	250,000
Preferred stock, issued	51,500	48,500
Preferred stock, outstanding	51,500	48,500
Series B Preferred Stock [Member]
Preferred stock, dividend rate (as a percent)	10.00%	10.00%
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	375,000	375,000
Preferred stock, issued	7,200	7,200
Preferred stock, outstanding	7,200	7,200
Series C Preferred Stock [Member]
Preferred stock, dividend rate (as a percent)	4.00%	4.00%
Preferred stock, par value (in dollars per share)	$ 100	$ 100
Preferred stock, authorized	200,000	200,000
Preferred stock, issued	50,000	50,000
Preferred stock, outstanding	50,000	50,000
Series D Preferred Stock [Member]
Preferred stock, dividend rate (as a percent)	15.00%	15.00%
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	300,000	300,000
Preferred stock, issued	25,000	25,000
Preferred stock, outstanding	25,000	25,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Revenues:
Licensing and software	$ 19,290	$ 22,500
Software maintenance	3,235,281	3,573,622
Consulting services	279,517	292,129
Cloud-based offering	281,080	321,619
Other	12,507	53,765
Total Revenues	3,827,675	4,263,635
Cost of Revenues	(1,524,853)	(1,767,155)
Gross Profit	2,302,822	2,496,480
Operating Expenses:
Selling, general and administrative expenses	3,871,572	3,088,568
Depreciation and amortization	1,083	38,412
Bad debt expense	98,896	3,300
Impairment of software costs	1,421,155
Total operating expenses	5,392,706	3,130,280
Operating loss	(3,089,884)	(633,800)
Other Income (Expense):
Loss on derivative liabilities	(268,728)	(78,680)
Forbearance fees	(58,500)	(1,065,900)
Gain (loss) on extinguishment of debt	35,969	(393,301)
Interest income	53	9
Interest expense	(1,998,762)	(895,920)
Net loss before non-controlling interest and income tax benefit	(5,379,852)	(3,067,592)
Income tax expense (benefit)	86,378	(571,980)
Net loss before non-controlling interest	(5,466,230)	(2,495,612)
Net loss (income) attributable to non-controlling interest	188,479	(69,755)
Net loss attributable to Vertical Computer Systems, Inc.	(5,277,751)	(2,565,367)
Dividends applicable to preferred stock	(592,472)	(588,000)
Net loss available to common stockholders	$ (5,870,223)	$ (3,153,367)
Basic and diluted loss per share (in dollars per share)	$ (0.01)	$ 0
Basic and diluted weighted average common shares outstanding (in shares)	1,106,272,758	1,036,597,308
Comprehensive loss:
Net loss	$ (5,466,230)	$ (2,495,612)
Translation adjustments	(133,672)	412,860
Comprehensive loss	(5,599,902)	(2,082,752)
Comprehensive income (loss) attributable to non-controlling interest	188,479	(69,755)
Comprehensive loss attributable to Vertical Computer Systems, Inc.	$ (5,411,423)	$ (2,152,507)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Other Comprehensive Interest [Member]	Non-controlling Interest [Member]	Total
Balances, in beginning at Dec. 31, 2014	$ 9,998		$ 19,925,061	$ (47,174,557)	$ 145,808	$ 621,816	$ (26,471,874)
Balances, in beginning (in shares) at Dec. 31, 2014	999,735,151
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Amortization of restricted stock awards			19,616				19,616
Forfeited restricted stock awards
Shares issued to subsidiaries and held in treasury	$ 300	$ (300)
Shares issued to subsidiaries and held in treasury (in shares)	30,000,000	(30,000,000)
Shares issued for vested restricted stock awards (in shares)							2,250,000
Shares issued for services
Shares issued for conversion of convertible debt							(258,552)
Dividends paid by subsidiary to non-controlling interest						(125,000)	(125,000)
Shares issued for resolution of derivative liabilities	$ 33		130,366				130,399
Shares issued for resolution of derivative liabilities (in shares)	3,309,983
Shares issued for reimbursement of stock	$ 5		19,995				(20,000)
Shares issued for reimbursement of stock (in shares)	500,000
Shares issued for accrued interest and loan principal	$ 356		895,557				895,913
Shares issued for accrued interest and loan principal (in shares)	35,556,522
Shares issued for loan forbearance	$ 365		1,050,535				$ 1,050,900
Shares issued for loan forbearance (in shares)	36,500,000						36,500,000
Shares and warrants issued with convertible debt	$ 75		182,458				$ 182,533
Shares and warrants issued with convertible debt (in shares)	7,500,000
Shares issued for loan discounts	$ 15		29,235				29,250
Shares issued for loan discounts (in shares)	1,500,000
Other comprehensive income translation adjustment					412,860		412,860
Net loss				(2,565,367)		69,755	(2,495,612)
Balances, ending at Dec. 31, 2015	$ 11,147	$ (300)	22,252,823	(49,739,924)	558,668	566,571	(26,351,015)
Balances, ending (in shares) at Dec. 31, 2015	1,114,601,656	(30,000,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Amortization of restricted stock awards			229,223				307,973
Forfeited restricted stock awards			(1,145)				(1,145)
Shares issued to subsidiaries and held in treasury	$ 100	$ (100)
Shares issued to subsidiaries and held in treasury (in shares)	10,000,000	(10,000,000)
Shares issued for vested restricted stock awards	$ 72		(72)
Shares issued for vested restricted stock awards (in shares)	7,175,000
Cancellation of shares issued for loan forbearance	$ (10)		10
Cancellation of shares issued for loan forbearance (in shares)	(1,000,000)
Shares issued for accounts payable	$ 15		37,485				37,500
Shares issued for accounts payable (in shares)	1,500,000
Shares issued for services	$ 30		66,520				66,550
Shares issued for services (in shares)	3,000,000
Shares issued for related party accounts payable	$ 50		99,950				100,000
Shares issued for related party accounts payable (in shares)	5,000,000
Shares issued with convertible debt	$ 71		114,342				114,413
Shares issued with convertible debt (in shares)	7,150,000
Shares issued for conversion of convertible debt	$ 59		81,942				82,001
Shares issued for conversion of convertible debt (in shares)	5,914,783
Shares issued for payment of note principal	$ 50		92,450				92,500
Shares issued for payment of note principal (in shares)	5,000,000
Reclassification of warrants as derivative liabilities			(50,557)				(50,557)
Settlement of derivative liability upon conversion of debt			50,681				50,681
Shares issued to employees and contractors	$ 35		78,715				78,750
Shares issued to employees and contractors (in shares)	3,500,000
Shares and subsidiary shares issued for equity subscriptions	$ 60		232,852			(3,416)	229,496
Shares and subsidiary shares issued for equity subscriptions (in shares)	6,000,000
Dividends paid by subsidiary to non-controlling interest						(295,000)	(295,000)
Issuance of subsidiary shares for services			370,734			(35,707)	335,027
Issuance of subsidiary shares for debt extension			16,200				16,200
Shares issued for reimbursement of stock
Other comprehensive income translation adjustment					(133,672)		(133,672)
Net loss				(5,277,751)		(188,479)	(5,466,230)
Balances, ending at Dec. 31, 2016	$ 11,679	$ (400)	$ 23,672,153	$ (55,017,675)	$ 424,996	$ 43,969	$ (30,865,278)
Balances, ending (in shares) at Dec. 31, 2016	1,167,841,439	(40,000,000)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (5,466,230)	$ (2,495,612)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
(Gain) loss on extinguishment of debt and accrued interest	(35,969)	393,301
Depreciation and amortization	1,083	38,412
Amortization of restricted stock awards	307,973	19,616
Amortization of subsidiary restricted stock awards	335,027
Amortization of debt discounts	648,339	80,864
Loss on derivatives	268,728	78,680
Common shares issued for stock compensation		20,000
Common shares issued for services	66,550
Impairment of software development costs	1,421,155
Forbearance fees paid with common stock		1,050,900
Bad debt expense	98,896	3,300
Write off of property and equipment		4,919
Settlement of accrued income taxes		(581,622)
Forfeited restricted stock awards	(1,145)
Changes in operating assets and liabilities:
Accounts receivable	(79,856)	158,158
Prepaid expense and other assets	47,024	164
Accounts payable and accrued liabilities	1,665,678	1,083,971
Accounts payable to related parties	131,167	72,046
Deferred revenue	104,825	(453,109)
Net cash provided by (used in) operating activities	(486,755)	(526,012)
Cash flows from investing activities:
Software development	(246,184)	(541,300)
Purchase of equipment	(3,805)
Net cash used in investing activities	(249,989)	(541,300)
Cash flows from financing activities:
Payments of notes payable	(113,699)	(132,848)
Borrowings on notes payable	170,000	555,333
Payments on related party debt		(10,425)
Borrowings on related party debt and convertible debt		100,000
Borrowings on convertible debentures	715,000	580,000
Issuance of preferred stock	600,000
Dividends paid by subsidiary to non-controlling interest	(295,000)	(125,000)
Bank overdraft	(52)	(7,647)
Net cash provided by financing activities	1,076,249	959,413
Effect of changes in exchange rates on cash	(186,198)	27,174
Net decrease in cash	153,307	(80,725)
Cash, beginning of period	37,141	117,866
Cash, end of period	190,448	37,141
Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	182,618	128,712
Non-cash Investing and Financing Activities:
Common shares issued for vested restricted stock	72
Issuance of shares for settlement of accounts payable and related party accounts payable	137,500
Common shares issued for conversion of debt and accrued interest	82,001	895,913
Common stock issued for settlement of derivative liabilities		130,399
Common stock issued for settlement of note principal	130,000
Debt discount due to derivative liabilities	741,583
Debt discount due to subsidiary shares issued for debt extensions	16,200
Debt discount due to shares issued with debt	114,413	211,783
Reclassification of warrants as derivative liabilities	50,557
Accrued interest capitalized into debt principal		188,552
Settlement of derivative due to conversion	50,681
Restricted stock cancelled	$ 10

Organization, Basis of Presenta

Organization, Basis of Presentation and Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Basis of Presentation and Significant Accounting Policies	Note 1. Organization, Basis of Presentation and Significant Accounting Policies Nature of Business Vertical Computer Systems, Inc. was incorporated in Delaware in March 1992. We are a multinational provider of application software, software services, Internet core technologies, and derivative software application products through our distribution network. Our business model combines complementary, integrated software products, internet core technologies, and a multinational distribution system of partners, in order to create a distribution matrix that is capable of penetrating multiple sectors through cross selling our products and services. We operate one business segment. Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries (collectively, “our”, “we”, the “Company” or “VCSY”, as applicable). Vertical’s subsidiaries which currently maintain daily business operations are NOW Solutions, a 75% owned subsidiary, and SnAPPnet, Inc. (“SnAPPnet”), an 80% owned subsidiary of Vertical. Vertical’s subsidiaries which have minimal operations are Vertical do Brasil, Taladin, Inc. (“Taladin"), and Vertical Healthcare Solutions, Inc. (“VHS”), each of which a wholly-owned subsidiary of Vertical, as well as Priority Time Systems, Inc. (“Priority Time”) a 70% owned subsidiary, Ploinks, Inc. (“Ploinks”), a 91% owned subsidiary and Government Internet Systems, Inc. (“GIS”), an 84.5% owned subsidiary. Vertical’s subsidiaries which are inactive include EnFacet, Inc. (“ENF”), Globalfare.com, Inc. (“GFI”), Pointmail.com, Inc. and Vertical Internet Solutions, Inc. (“VIS”), each of which is a wholly-owned subsidiary of Vertical. To date, we have generated revenues primarily from software licenses, software as a service, consulting fees and maintenance agreements from NOW Solutions and SnAPPnet and patent licenses from Vertical Computer Systems, the parent company. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting. Cash and Cash Equivalents Cash equivalents are highly liquid investments with an original maturity of three months or less. Revenue Recognition Our revenue recognition policies are in accordance with standards on software revenue recognition, which includes guidance on revenue arrangements with multiple deliverables and arrangements that include the right to use of software stored on another entity’s hardware. In the case of non-software arrangements, we apply the guidance on revenue arrangements with multiple deliverables and wherein multiple elements are allocated to each element based on the element’s relative fair value. Revenue allocated to separate elements is recognized for each element in accordance with our accounting policies described below. If we cannot account for items included in a multiple-element arrangement as separate units of accounting, they are combined and accounted for as a single unit of accounting and generally recognized as the undelivered items or services are provided to the customer. Consulting. Software License. Software licenses are generally sold as part of a multiple element arrangement that may include maintenance and, under a separate agreement, consulting services. The consulting services are generally performed by the Company, but the customer may use a third party to perform those. We consider these separate agreements as being negotiated as a package. The Company determines whether there is vendor specific objective evidence of fair value (‘‘VSOEFV’’) for each element identified in the arrangement to determine whether the total arrangement fees can be allocated to each element. If VSOEFV exists for each element, the total arrangement fee is allocated based on the relative fair value of each element. In cases where there is not VSOEFV for each element, or if it is determined that services are essential to the functionality of the software being delivered, we initially defer revenue recognition of the software license fees until VSOEFV is established or the services are performed. However, if VSOEFV is determinable for all of the undelivered elements, and assuming the undelivered elements are not essential to the delivered elements, we will defer recognition of the full fair value related to the undelivered elements and recognize the remaining portion of the arrangement value through application of the residual method. Where VSOEFV has not been established for certain undelivered elements, revenue for all elements is deferred until those elements have been delivered or their fair values have been determined. Evidence of VSOEFV is determined for software products based on actual sales prices for the product sold to a similar class of customer and based on pricing strategies set forth in the Company’s standard pricing list. Evidence of VSOEFV for consulting services is based upon standard billing rates and the estimated level of effort for individuals expected to perform the related services. The Company establishes VSOEFV for maintenance agreements using the percentage method such that VSOEFV for maintenance is a percentage of the license fee charged annually for a specific software product, which in most instances is 18% of the portion of arrangement fees allocated to the software license element. Maintenance Revenue. While most of our customers pay for their annual maintenance at the beginning of the maintenance period, a few customers have payment terms that allow them to pay for their annual maintenance on a quarterly or monthly basis. If the annual maintenance fee is not paid at the beginning of the maintenance period (or at the beginning of the quarter or month for those few maintenance customers), we will ratably recognize the maintenance revenue if management believes the collection of the maintenance fee is imminent. Otherwise, we will defer revenue recognition until the time that the maintenance fee is paid by the customer. We normally continue to provide maintenance service while awaiting payment from customers. When the payment is received, revenue is recognized for the period that revenue was previously deferred. This may result in volatility in software maintenance revenue from period to period. Cloud-based offering. We will provide consulting services to customers in conjunction with our cloud-based offering. The rate for such service is based on standard hourly or daily billing rates. The consulting revenue is recognized as services are performed. Customers, utilizing their own computer to access our cloud-based offering, are charged a fee equal to the number of employees paid each month multiplied by an agreed-upon monthly rate per employee. The revenue is recognized as the cloud-based offering services are rendered each month. Concentration of Credit Risk We maintain our cash in bank deposit accounts, which, at times, may exceed federally insured limits. We have not experienced any such losses in these accounts. Substantially all of our revenue was derived from recurring maintenance fees related to our payroll processing software. The company’s revenue consists of 60% in Canada and 40% in the US. Receivables arising from sales of the Company’s products are not collateralized. As of December 31, 2016, two customers represented approximately 71% (40% and 31%) of accounts receivable. As of December 31, 2015, four customers represented approximately 81.4% (31.7%, 25.2%, 12.7 and 11.8%) of accounts receivable. Capitalized Software Costs Software costs incurred internally in creating computer software products are expensed until technological feasibility has been established upon completion of a detailed program design. Thereafter, all software development costs are capitalized until the point that the product is ready for sale, and are subsequently reported at the lower of unamortized cost or net realizable value. The Company considers annual amortization of capitalized software costs based on the ratio of current year revenues by product to the total estimated revenues by the product, subject to an annual minimum based on straight-line amortization over the product’s estimated economic useful life, not to exceed five years. The Company periodically reviews capitalized software costs for impairment where the fair value is less than the carrying value. For the year ended December 31, 2016 and 2015, the company capitalized $246,184 and $541,300, respectively of software development costs related to its Ploinks subsidiary. During 2016, the company recorded an impairment loss of $1,421,155 related to software development cost. During 2015, there was no impairment of long-lived assets. Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily utilizing the straight-line method over the estimated economic life of three to five years. Maintenance, repairs and minor renewals are charged directly to expenses as incurred. Additions and betterment to property and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the statement of operations. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During 2016, the company recorded an impairment loss of $1,421,155 related to software development cost. During 2015, there was no impairment of long-lived assets. Stock-based Compensation We account for share-based compensation in accordance with the provisions of share-based payments, which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of our common stock. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and are recognized as expense over the service period. Allowance for Doubtful Accounts We establish an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. We do not generally require collateral for our accounts receivable. Our allowance for doubtful accounts was $139,705 and $97,973 as of December 31, 2016 and 2015, respectively. Income Taxes We provide for income taxes in accordance with the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. A valuation allowance is provided when management cannot determine whether it is more likely than not the deferred tax asset will be realized. The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Since January 1, 2007, we account for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on income taxes which addresses how we should recognize, measure and present in our financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Pursuant to this guidance, we can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. No liability for unrecognized tax benefits was recorded as of December 31, 2016 and 2015. Earnings per Share Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock and convertible debentures is computed using the if-converted method, which assumes conversion at the beginning of the year. The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation: Year Ended December 31, 2016 Year Ended December 31, 2015 Net Loss Shares Per Share Net Loss Shares Per Basic and Diluted EPS $ (5,870,223 ) 1,106,272,758 $ (0.01 ) $ (3,153,367 ) 1,036,597,308 $ (0.00 ) As of December 31, 2016, and 2015, common stock equivalents related to the convertible debt, preferred stock and stock derivative liabilities were not included in the denominators of the diluted earnings per share as their effect would be anti-dilutive. Fair Value of Financial Instruments For certain of our financial instruments, including cash, accounts receivable, short term debt and accrued expenses, the carrying amounts approximate fair value due to the short maturity of these instruments. The carrying value of our long-term debt approximates its fair value based on the quoted market prices for the same or similar issues or the current rates offered to us for debt of the same remaining maturities. For additional information, please see Note 4 – Derivative Liabilities and Fair Value Measurements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Among the more significant estimates included in these financial statements are the estimated allowance for doubtful accounts receivable, valuation allowance for deferred tax assets, impairment of long-lived assets and intangible and the valuation of warrants and restricted stock grants. Actual results could materially differ from those estimates. Cash Reimbursements We record reimbursement by our customers for out-of-pocket expense as part of consulting services revenue in accordance with the guidance related to income statement characterization of reimbursements received for out of pocket expense incurred. Reclassifications Certain reclassifications have been made to the prior periods to conform to the current period presentation. Recently Issued Accounting Pronouncements The Company does not expect the adoption of any recently issued accounting pronouncements to have a material impact on the Company’s financial position, operations or cash flows.

Going Concern Uncertainty

Going Concern Uncertainty	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern Uncertainty	Note 2. Going Concern Uncertainty The accompanying consolidated financial statements for 2016 and 2015 have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not purport to represent realizable or settlement values. As of December 31, 2016, the Company had negative working capital of approximately $20.6 million and defaulted on several of its debt obligations. The company also incurred net losses in 2016 and 2015. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management is continuing its efforts to attempt to secure funds through equity and/or debt instruments for our operations, expansion and possible acquisitions, mergers, joint ventures, and/or other business combinations. The Company will require additional funds to pay down its liabilities, as well as finance its expansion plans consistent with anticipated changes in operations and infrastructure. However, there can be no assurance that the Company will be able to secure additional funds and that if such funds are available, whether the terms or conditions would be acceptable to the Company and whether the Company will be able to turn into a profitable position and generate positive operating cash flow. The consolidated financial statements contain no adjustment for the outcome of this uncertainty.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	Note 3. Related Party Transactions In March 2015, pursuant to an indemnity and reimbursement agreement executed between Mr. Valdetaro and the Company, we issued 1,000,000 shares of our common stock with the Rule 144 restrictive legend to reimburse Mr. Valdetaro for 1,000,000 shares of common stock transferred to Lakeshore on the Company’s behalf in connection with an extension granted by Lakeshore in August 2013. The issuance of these shares eliminated the derivative liability associated with the value of these shares. The fair market value of these shares on the date of issuance was $38,000 and resulted in the resolution of derivative liabilities and a loss on derivative liabilities of $26,000. In March 2015, pursuant to two indemnity and reimbursement agreements executed between Mountain Reservoir Corporation (“MRC”) and the Company, we issued a total of 2,809,983 shares of our common stock with the Rule 144 restrictive legend to reimburse MRC. Of these shares, the Company was obligated to reimburse MRC with 1,309,983 shares of common stock that had been pledged by MRC and sold by a third-party lender in 2009, 500,000 shares of common stock that had been wrongfully converted by the same lender in 2014, and 1,000,000 shares of common stock that had been transferred to another third-party lender in 2013 on the Company’s behalf for a loan made by the lender. MRC assigned its claim against the third-party lender for the lender’s wrongful conversion of 500,000 common shares to the Company and we are pursuing the claim in the third-party lender’s bankruptcy proceeding. The issuance of these shares eliminated the derivative liability associated with the value of these shares. The fair market value of these shares on the date of issuance was $112,399 of which $92,399 resulted in the resolution of derivative liabilities and a loss on derivative liabilities of $64,680 and $20,000 was recognized as stock reimbursement expense during the twelve months ended December 31, 2015. In May 2016, the Company and William Mills entered into an agreement under which the Company issued 5,000,000 shares of the Company’s common stock with the Rule 144 restrictive legend to Mr. Mills in exchange for the cancellation of $100,000 in fees owed for services rendered by Mr. Mills as a Director and Secretary of the Company. The fair market value of the shares was $100,000. Mr. Mills is a partner of Parker Mills and the Secretary and a Director of the Company. On June 30, 2016, the Company amended an agreement (originally entered into in July 2010) with certain former and current employees of the Company, concerning the deferral of payroll claims of approximately $883,190 for salary earned from 2012 to June 30, 2016 and $1,652,113 for salary earned from 2001 to 2012, which remain unpaid and is reflected as a current liability on the Company’s consolidated financial statements. Pursuant to the terms of the amended agreement, each current and former employee who is a party to the agreement (the “Employee(s)”) agreed to defer payment of salary from the date of the agreement (“Salary Deferral”) for a period of three months for salary earned from July 1, 2012 to June 30, 2016 and for a period of six months for salary earned from 2001 to June 30, 2012. In consideration for the Salary Deferral, the Company issued a total 3,500,000 shares of the Company’s common stock with the Rule 144 restrictive legend (at a fair market value of $78,750) and agreed to pay each Employee a sum equal to the amount of unpaid salary at December 31, 2003 plus the amount of unpaid salary at the end of any calendar year after 2003 in which such salary was earned, plus a bonus (the “Bonus”) of nine percent interest, compounded annually until such time as the unpaid salary has been paid in full. The Company and the Employees have agreed that the Bonus will be paid from amounts anticipated to be paid to the Company in respect of specified intellectual property assets of the Company. In order to effect the payments due under this agreement, the Company assigned to the Employees a twenty percent interest in any net proceeds (gross proceeds less attorney’s fees and direct costs) derived from infringement claims and any license fees paid by a subsidiary of the Company or third party to the Company regarding (a) U.S. patent #6,826,744 and U.S. patent #7,716,629 (plus any continuation patents) on Adhesive Software’s SiteFlash™ Technology, (b) U.S. patent #7,076,521 (plus any continuation patents) in respect of “Web-Based Collaborative Data Collection System”, and (c) U.S. patent U.S. Patent No. #8,578,266 and #9,405,736 (plus any continuation patents) in respect to “Method and System for Automatically Downloading and Storing Markup Language Documents into a Folder Based Data Structure,” and (d) any license payments made (i) by a subsidiary of the Company to the Company in connection with a licensing or distribution agreement between the Company and such subsidiary or (ii) by third party to the Company in connection with a licensing or distribution agreement between the Company and a third party Under the terms of this agreement, the Bonus is contingent on payment of unpaid wages. In addition, the Bonus is contingent upon generating revenues from the sources of the twenty percent interests in net proceeds assigned to the current and former employees. The interests that were assigned under the agreement for net proceeds consist of the underlying patents of the SiteFlash™ and Emily™ technologies and licensing under distribution and licensing agreements between the Company and subsidiaries and between the Company and third parties. Currently, there is no foreseeable income to be generated from these sources to which a twenty percent interest can reasonably be projected or otherwise applies to. There is no pending litigation regarding any of these patents. In addition, with respect to any licenses from Vertical to its subsidiaries, the licenses of technology underlying these patents were for a three percent royalty on gross revenues. If there were income, any payments under this agreement would likely be minimal. Currently, there is no income being generated from licensing. No subsidiary is currently offering a product to the market using these licensed technologies nor does Vertical have any agreement to license these technologies to a third party. Since payment of the Bonus is contingent upon first paying all unpaid salary and there are no foreseeable revenues to pay the twenty percent interest in these technologies, it is doubtful at the present time that any Bonus will be paid and therefore the Bonus was not accrued as of December 31, 2016 as this contingent liability is considered remote. Cumulative bonus interest through December 31, 2016 is $3,816,659. As of December 31, 2016, and 2015, the Company had accounts payable to related parties in an aggregate amount of $139,546 and $108,379, respectively. Related Party Notes Payable December 31, 2016 2015 Notes payable bearing interest at 10% to 15% per annum. Of these notes payable $208,242 and $338,243 were in default at December 31, 2016 and 2015, respectively. $ 208,242 $ 338,243 Convertible debenture bearing interest at 10% per annum, due one year from date of issuance. Net of unamortized discount of $20,798 for 2015. $ 100,000 $ 79,202 Total notes payable to related parties 308,242 417,445 Current maturities (308,242 ) (417,445 ) Long-term portion of notes payable to related parties $ - $ - The following table reflects our related party debt activity for the years ended December 31, 2016 and 2015: December 31, 2014 $ 348,666 Borrowings from related parties 100,000 Payments to related parties (10,423 ) Debt discounts due to stock and warrants issued with debt (20,798 ) December 31, 2015 417,445 Common shares issued for debt principal (130,000 ) Amortization of debt discounts due to stock and warrants issued with debt 20,797 December 31, 2016 $ 308,242 During the year ended December 31, 2015, the Company issued a convertible debenture in the principal amount of $100,000 to Parker Mills, LLP (“Parker Mills”). The debt accrues interest at 10% per annum and is due one year from the date of issuance. Beginning six months after issuance of the debenture, the holder of the debenture may convert the debenture into shares of common stock at a price per share of 80% of the average per share price of the Company’s common stock for the 5 trading days preceding the notice of conversion date using the 3 lowest closing prices. In connection with the loan, the Company also issued a total of 1,000,000 shares of common stock of the Company to the lender and 3-year warrants under which the lender may purchase in aggregate a total of 1,000,000 unregistered shares of common stock of the Company at a purchase price of $0.10 per share. In connection with the issuance of common stock and warrants, the Company recorded a discount of $20,798 against the face value of the loans based on the relative fair market value of the common stock and warrants. William Mills is a partner of Parker Mills and the Secretary and a Director of the Company. This convertible debenture is in default. For additional details on litigation concerning this convertible note, please see “Litigation” in Note 12.

Derivative Liabilities and Fair

Derivative Liabilities and Fair Value Measurements	12 Months Ended
	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liabilities and Fair Value Measurements	Note 4. Derivative Liabilities and Fair Value Measurements Derivative liabilities During the year ended December 31, 2015, the Company issued shares of our common stock pursuant to the terms of indemnity and reimbursement agreements between the Company and Mr. Valdetaro, the CTO of the Company and MRC. For additional details on these transactions, please see the transactions in March 2015 under “Common and Preferred Stock in Note 10. These contractual commitments to replace all the pledged shares was evaluated under FASB ASC 815-40, Derivatives and Hedging and was determined to have characteristics of a liability and therefore constituted a derivative liability under the above guidance. Each reporting period, this derivative liability is marked-to-market with the non-cash gain or loss recorded in the period as a gain or loss on derivatives. At December 31, 2016 and 2015, the aggregate fair value of the derivative liabilities was $1,014,192 and $0, respectively. During the years ended December 31, 2016 and 2015, the Company entered into several loan agreements with third party lenders and a related party lender under which certain convertible debentures (which are convertible into shares of the Company’s common stock) and warrants to purchase shares of the Company’s common stock were issued. During the year ended December 31, 2016, the Company entered into subscription agreements with third parties to purchase shares of the Company’s Series A Preferred Stock (which are convertible the Company’s common stock) and warrants to purchase shares of the Company’s common stock. For additional details regarding these transactions, please see the 2015 and 2016 summaries for convertible debentures and subscription agreements under “Common and Preferred Stock” in Note 10. During 2016, certain notes issued by the Company became convertible and qualified as derivative liabilities under ASC 815. In addition, the outstanding common stock warrants associated with the notes became tainted and were required to be accounted for as derivative liabilities under ASC 815. For the year ended December 31, 2016 and 2015, the aggregate change in the fair value of derivative liabilities was a loss of $268,728 and $78,680, respectively. The valuation of our embedded derivatives is determined by using the Black-Scholes Option Pricing Model. As such, our derivative liabilities have been classified as Level 3. The Company estimated the fair value of the derivative liabilities using the Black-Scholes option pricing model and the following key assumptions during 2016: 2016 Expected dividends 0 % Expected terms (years) 0.16 – 3.04 Volatility 101% - 139 % Risk-free rate 0.36% - 161 % Fair value measurements FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. The following table provides a summary of the fair value of our derivative liabilities as of December 31, 2016 and December 31, 2015: Fair value measurements on a recurring Level 1 Level 2 Level 3 As of December 31, 2016: Liabilities Derivatives $ - $ - $ 1,014,192 As of December 31, 2015: Liabilities Derivatives $ - $ - $ - The estimated fair value of short-term financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities and deferred revenue approximates their carrying value due to their short-term nature. The estimated fair value of our long-term borrowings approximates carrying value since the related rates of interest approximate current market rates. The below table presents the change in the fair value of the derivative liabilities during the year ended December 31, 2016: Fair value as of December 31, 2015 - Additions recognized as debt discounts $ 741,583 Additions reclassified from equity 50,557 Additions recognized in equity financing 4,005 Reduction due to settlement upon conversion (50,681 ) Loss on change in fair value of derivatives 268,728 Fair value as of December 31, 2016 $ 1,014,192

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 5. Property and Equipment Property and equipment consist of the following as of December 31, 2016 and 2015: 2016 2015 Equipment (3-5 year life) $ 915,280 $ 908,086 Leasehold improvements (5 year life) 87,714 87,714 Furniture and fixtures (3-5 year life) 45,500 45,184 Total 1,048,494 1,040,984 Accumulated depreciation (1,043,397) (1,038,609) $ 5,097 $ 2,375 Depreciation expense for 2016 and 2015 was $1,083 and $20,795, respectively.

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 6. Intangible Assets Intangible assets consisted of the following as of December 31, 2016 and 2015: 2016 2015 Capitalized software development $ - $ 1,174,972 Acquired software (5 year life) 304,003 303,902 Customer list (5 year life) 2,200 2,200 Trademark 5,000 5,000 Website (5 year life) 15,000 15,000 Total 326,203 1,501,074 Accumulated amortization (319,513) (319,413) $ 6,690 $ 1,181,661 Amortization expense for 2016 and 2015 was $0 and $17,617, respectively. During 2016, the Company capitalized an aggregate of $246,184 related to software development and wrote off $1,421,155 of impaired software development costs related to its Ploinks™ software application, which included the $246,184. During 2015, the Company capitalized $541,300 of software development costs related to its Ploinks™ software application.

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2016
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	Note 7. Accounts Payable and Accrued Expenses Accounts payable and accrued liabilities consist of the following: 2016 2015 Accounts payable $ 2,613,942 $ 2,709,381 Accrued payroll 2,734,024 2,703,165 Accrued payroll tax and penalties 2,309,970 1,928,822 Accrued interest 3,371,112 2,424,178 Accrued taxes 598,684 499,102 Accrued liabilities - other 447,566 272,326 $ 12,075,298 $ 10,536,974 Accrued payroll primarily consists of deferred compensation for several executives who agreed to defer a portion of their salaries due to cash flow constraints. Accrued payroll tax and penalties relate to unpaid payroll taxes, interest and penalties for NOW Solutions, Inc. and for certain non-functioning subsidiaries, The Internal Revenue Service has made a claim for payroll taxes owed of approximately $1.2 million and has garnished certain receivables from U.S. customers. Accrued taxes primarily consist of U.S. sales tax, Canadian GST, Canadian income tax and U.S. income tax. Accrued liabilities – other primarily consists of accrued rent, board of director fees, unbilled professional and consulting fees, and other accrued expenses.

Notes Payable and Convertible D

Notes Payable and Convertible Debts	12 Months Ended
	Dec. 31, 2016
Notes Payable [Abstract]
Notes Payable and Convertible Debts	Note 8. Notes Payable and Convertible Debts The following table reflects our third-party debt activity, including our convertible debt, for the years ended December 31, 2016 and 2015: December 31, 2014 $ 4,575,239 Repayments of third party notes (132,848 ) Borrowings from third parties 1,135,333 Stock issued for debt payments (258,552 ) Debt discounts due to stock and warrants issued with debt (190,985 ) Amortization of debt discounts 80,864 Conversion of accrued interest to debt principal 188,552 Currency translation (583 ) December 31, 2015 5,397,020 Repayments of third party notes (113,699 ) Borrowings from third parties 885,000 Conversion of convertible debt principal to common stock (74,297 ) Debt discounts due to stock and warrants issued with debt (872,196 ) Amortization of debt discounts 627,542 Attorney fees added to note principal 3,500 Currency translation 275 December 31, 2016 $ 5,853,145 During the year ended December 31, 2015, the Company and its subsidiaries borrowed an aggregate of $555,333 from various third party lenders and issued several unsecured notes payable in the same amounts to the lenders, which bear interest at 10%-12% per annum. Of these notes, $132,848 was repaid at December 31, 2015. During the year ended December 31, 2015, the Company issued convertible promissory notes and debentures in the aggregate principal amount of $580,000 to various third party lenders for loans made to the Company in the same amount. The debts accrue interest at 10% per annum and are due one year from the date of issuance. Beginning six months after issuance of the respective debenture, the holder of the debenture may convert the debenture into shares of common stock at a price per share of either (a) 80% of the average per share price of the Company’s common stock for the 5 trading days preceding the notice of conversion date using the 3 lowest closing prices or (b) 75% of the average per share closing bid price of the Company’s common stock during the 10 trading days prior to the notice of conversion date using the lowest 5 closing bid prices per share (which shall not be lower than $0.03 per share). In connection with the loans, the Company also issued a total of 6,500,000 shares of common stock of the Company to the lenders and 3-5 year warrants under which each lender may purchase in aggregate a total of 5,800,000 unregistered shares of common stock of the Company at a purchase price of between $0.05-$0.10 per share (of which one warrant for 800,000 shares included a cashless warrant exercise provision). These warrants were issued to the lenders in connection with these loans made to the Company. In connection with the issuance of common stock and warrants, the Company recorded a discount of $161,735 against the face value of the loans based on the relative fair market value of the common stock and warrants. The discount is being amortized over twelve months and $51,614 of amortization expense was recognized for the year ended December 31, 2015. During the year ended December 31, 2016, the Company issued convertible debentures in the aggregate principal amount of $715,000 to various third party lenders for loans made to the Company in the same amount. The debts accrue interest at 10% per annum and are due one year from the date of issuance. Beginning six months after issuance of the respective debentures and provided that the lowest closing price of the common stock for each of the 5 trading days immediately preceding the conversion date has been $0.03 or higher, the holder of the respective debenture may convert the debenture into shares of common stock at a price per share of 80% of the average per share price of the Company’s common stock for the 5 trading days preceding the notice of conversion date using the 3 lowest closing prices. In connection with the loans, the Company also issued a total of 7,150,000 shares of common stock of the Company to the lenders with the Rule 144 restrictive legend and 3 year warrants under which each lender may purchase in aggregate a total of 7,150,000 unregistered shares of common stock of the Company at a purchase price of $0.10 per share. In connection with the issuance of shares of common stock and warrants, the Company recorded a discount of $186,967 against the face value of the loans based on the relative fair market value of the common stock and full fair market value of the warrants. The warrants are accounted for as derivative liabilities. The discount is being amortized over twelve months and $105,597 of amortization expense was recognized for the year ended December 31, 2016. During the year ended December 31, 2016, $82,001 of principal, interest and fees under a convertible note were converted into 5,914,783 unrestricted common shares of the Company. Lakeshore Financing On January 9, 2013, NOW Solutions completed a financing transaction in the aggregate amount of $1,759,150, which amount was utilized to pay off existing indebtedness of the Company and NOW Solutions to Tara Financial Services and Robert Farias, a former employee of the Company, and all security interests granted to Tara Financial Services and Mr. Farias were cancelled. In connection with this financing, the Company and several of its subsidiaries entered into a loan agreement (the “ Loan Agreement Lakeshore Lakeshore Note The Lakeshore Note is secured by the assets of the Company’s subsidiaries, NOW Solutions, Priority Time, SnAPPnet, Inc. (“ SnAPPnet As additional consideration for the loan, the Company granted a 5% interest in Net Claim Proceeds (less any attorney’s fees and direct costs) from any litigation or settlement proceeds related to the SiteFlash™ technology to Lakeshore which was increased to 8% under an amendment to the Loan Agreement in 2013. In addition, until the Note is paid in full, NOW Solutions agreed to pay a Lakeshore royalty of 6% of its annual gross revenues in excess of $5 million dollars up to a maximum of $1,759,150. Management has estimated the fair value of the royalty to be nominal as of its issuance date and no royalty was owed as of September 30, 2015 or December 31, 2014. In December 2014, the Company and Lakeshore entered into an amendment of the Lakeshore Note and the Loan Agreement. Under the terms of the amendment, NOW Solutions agreed to make $2,500 weekly advance payments to Lakeshore to be applied to the 25% dividend of NOW Solutions’ net income after taxes in connection with Lakeshore’s 25% minority ownership interest in NOW Solutions. Within 10 business days after the Company files its periodic reports with the SEC, NOW Solutions will also make quarterly payment advances to Lakeshore based on 60% of Lakeshore’s 25% share of NOW Solutions estimated quarterly net income after taxes, less any weekly payment advances received by Lakeshore during the then-applicable quarter and the weekly $2,500 payments shall be increased or decreased based only upon any increases or decreases of maintenance and cloud-based offering fees during the then-completed quarter (but will not decrease below a minimum of $2,500 per week). NOW Solutions shall pay Lakeshore the balance of Lakeshore’s 25% of NOW’s yearly net income after taxes (less any advances) within 10 business days after the Company files it annual 10-K report with the SEC and any payments in excess of Lakeshore’s 25% of NOW yearly profit shall be credited towards future weekly advance payments. The Company also agreed to pay attorney fees of $40,000 and paid fees of $80,000 to a former consultant and employee of the Company who is a member of Lakeshore. In consideration of the extension to cure the default under the Lakeshore Note and the Loan Agreement, the Company transferred a 20% ownership interest in two subsidiaries to Lakeshore: Priority Time Systems, Inc., and in SnAPPnet, Inc.. This resulted in an additional non-controlling interest recognized in the equity of the Company of $391,920 and $99,210 for Priority Time Systems, Inc. and SnAPPnet, Inc., respectively, during 2014. The Company had an option to buy back Lakeshore’s ownership interest in NOW Solutions, Priority Time and SnAPPnet, Inc. (which expired on January 31, 2015). In July 2015, we entered into an agreement with Lakeshore to amend the terms of the Loan Agreement and the Lakeshore Note. Under the terms of the amendment, the Company issued 13,000,000 common shares with the Rule 144 restrictive legend, resulting in a forbearance loss of $455,000 and Ploinks agreed to issue 3,000,000 common shares of its stock to Lakeshore. The fair value of the Ploinks shares was determined to be nominal. Also in July 2015, the Company further amended the Lakeshore Note and the Loan Agreement with Lakeshore. Pursuant to this Agreement, the Company issued 2,000,000 shares of its common stock with the Rule 144 restrictive legend resulting in a forbearance loss of $54,200 and paid $15,000 to Lakeshore as forbearance fees. In August 2015, we entered into an agreement with Lakeshore to amend the terms of the Loan Agreement and the Lakeshore Note. Under the terms of the amendment, the Company issued 7,000,000 shares of its common stock with the Rule 144 restrictive legend resulting in a forbearance loss of $175,700 and Ploinks agreed to issue 2,000,000 common shares of its stock to Lakeshore. The fair value of the Ploinks shares was determined to be nominal. Under the August 2015 agreement, the Company also agreed to make a $500,000 payment for amounts due to Lakeshore under the Lakeshore Note and the Loan Agreement. In the event that the Company did not make the Lakeshore $500,000 payment on or before August 21, 2015, then Lakeshore in lieu of the $500,000 payment, would obtain a purchase option (the “2015 Purchase Option”) to purchase an additional 250 shares of NOW Solutions common stock for a total purchase price of $950,000. In addition, since the Company did not make the $500,000 payment to Lakeshore on or before August 21, 2015, no further payment on the Note was due until January 1, 2016 at which time the Note plus all accrued interest were recalculated and the Note was re-amortized under the same interest rate and terms as the Note and the maturity date of the Note was extended 10 years from January 1, 2016. In October 2015, Lakeshore provided notice to the Company of its intent to exercise the 2015 Purchase Option concerning the purchase of additional common shares of NOW Solutions. Lakeshore did not make the payment due by December 31, 2015 to purchase an additional ownership interest in NOW Solutions and as a consequence the 2015 Purchase Option expired. During the year ended December 31, 2016 and 2015, the Company, through its subsidiary, paid Lakeshore $295,000 and $125,000, respectively, towards dividends owed. The Lakeshore note is in default and the Company is currently evaluating solutions to resolve all issues with Lakeshore. December 31 December 31 2016 2015 Third Party Notes Payable Unsecured notes payable issued to third party lenders bearing interest at rates between 10% and 15% per annum and are past due their original maturity dates. Of these notes, $1,570,368 and $1,560,103 were in default or non-performing as of December 31, 2016 and 2015, respectively. $ 1,830,377 $ 1,770,103 Secured notes payable issued to third party lenders, bearing interest at 10% to 18% per annum. These notes are secured by stock pledges by MRC totaling 33,976,296 common shares. Of these notes $1,025,449 and $310,449 were in default or non-performing at December 31, 2016 and 2015, respectively. 1,025,449 1,025,449 Secured notes payable issued to third party lenders, bearing interest at 11% to 18% per annum. These notes are secured by certain technology owned by the Company, supporting its Emily product. Of these notes $470,860 were in default or non-performing at December 31, 2016 and 2015. 470,860 470,860 Secured note payable issued to Lakeshore, bearing interest at 11% per annum. The note is secured by all of the assets of NOW Solutions, Priority Time, and SnAPPnet, Inc. as well as the SiteFlash™ technology. This note was in default or non-performing at December 31, 2016 and 2015. 1,627,031 1,630,729 Total notes payable to third parties 4,953,717 4,897,141 Current maturities 4,953,717 4,897,141 Long-term portion of notes payable to third parties $ - $ - Certain notes payable also contain provisions requiring additional principal reductions in the event sales by NOW Solutions exceed certain financial thresholds or the Company receives proceeds from infringement claims regarding U.S. Patent #6,826,744, U.S. Patent #7,716,629 and U.S. Patent #8,949,780. Third Party Convertible Promissory Notes and Debentures Third party convertible promissory notes and debentures consist of the following: December 31, December 31, In December 2003, we issued a debenture in the amount of $30,000 to a third party. The debt accrues interest at 13% per annum and was due December 2005. The holder may convert the debenture into shares of common stock at 100% of the closing price. $ 30,000 $ 30,000 Convertible debentures to various third party lenders for loans made to the Company in the aggregate amount of $1,224,213 net of unamortized discounts of $354,785. The debts accrue interest at 10% per annum and are due one year from the date of issuance. Beginning six months after issuance of the respective debenture, the holder of the debenture may convert the debenture into shares of common stock at a price per share of either (a) 80% of the average per share price of the Company’s common stock for the 5 trading days preceding the notice of conversion date using the 3 lowest closing prices or (b) 75% of the average per share closing bid price of the Company’s common stock during the 10 trading days prior to the notice of conversion date using the lowest 5 closing bid prices per share (which shall not be lower than $0.03 per share). At December 31, 2016, $70,787 of note principal (net of attorney fees) was converted into 5,914,783 shares of the company’s common stock. 869,428 469,879 Total convertible debentures 899,428 499,879 Current maturities (899,428 ) (499,879 ) Long-term portion of convertible debentures $ - $ - Future minimum payments for third party, related party, and convertible debentures for the next five years are as follows: Year Amount 2017 $ 6,516,172 2018 - 2019 - 2020 - 2021+ - Total notes payable 6,516,172 Unamortized discounts (354,785 ) Notes payable, net of discounts $ 6,161,387 For additional transactions involving notes payable after December 31, 2016, please see “Subsequent Events” in Note 12.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Note 9. Income Taxes We account for income taxes using the asset and liability method of accounting for income taxes. Deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rate applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and result primarily form differences in methods used to amortize intangible assets. A valuation allowance is provided when management cannot determine whether it is more likely than not that the deferred tax asset will be realized. The effect on deferred income taxes of the change in tax rates is recognized in income in the period that includes the enactment date. The difference between the statutory tax rate and the effective tax rate is the valuation allowance. The provision of income taxes consists of the following for the years ended December 31, 2016 and 2015: Years Ended December 31, 2016 2015 Current Federal 73,016 - State - - Foreign 13,362 (571,980 ) 86,378 (571,980 ) During 2016, the Company recorded an income tax provision of $86,378 related to income taxes for NOW Solutions, a 75% owned subsidiary of the Company. During 2015, the Company recorded an income tax benefit of $571,980 related to the settlement of previously recorded income taxes for the NOW Solutions in Canada. Temporary difference between the financial statement carrying amount and tax bases of assets and liabilities that give rise to deferred tax assets relate to the following: December 31, December 31, Net operating loss carry-forward $ 10,255,000 $ 8,331,000 Reserves 512,000 537,000 Accrued vacation 38,000 37,000 Deferred compensation 892,000 882,000 Deferred revenue 610,000 - 12,307,000 9,787,000 Valuation allowance (12,307,000 ) (9,787,000 ) $ - $ - At December 31, 2016 and December 31, 2015, VCSY had available net operating loss carry-forwards of approximately $20.6 million and $24.0 million, respectively. At December 31, 2016 and 2015, NOW Solutions had available net operating loss carry-forwards of approximately $281,000. These net operating loss carry-forwards expire in varying amounts through 2031. The benefit for income taxes differs from the amount computed by applying the U.S. federal income tax rate of 34% to loss before income taxes as follows for the years ended December 31, 2016 and 2015: 2016 2015 U.S. federal income tax expense at statutory rates (1,852,199 ) (1,113,702 ) Permanent differences 5,719 553,709 Settlement of foreign income tax - (581,622 ) Foreign income tax expense 13,362 9,642 Change in valuation allowance 1,919,496 559,993 86,378 (571,980 ) During 2015, Canada Revenue Agency began garnishing NOW Solutions Canada customer receivables in order to pay down debts owed to them for income tax and goods and services tax (“GST”). The customer accounts receivable payments were applied directly to the taxes owed. As of December 31, 2016, all garnishments were removed and debts have been paid. Open tax years for U.S. federal income taxes for VCSY are 2012, 2013, 2014, 2015 and 2016. Open tax years for U.S. federal income taxes for NOW Solutions are 2013, 2014, 2015 and 2016.

Common and Preferred Stock

Common and Preferred Stock	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Common and Preferred Stock	Note 10. Common and Preferred Stock Terms of Common and Preferred Stock Common Stock Series A Cumulative Convertible Preferred Stock Series B 10% Cumulative Convertible Preferred Stock Series C 4% Cumulative Convertible Preferred Stock Series D 15% Cumulative Convertible Preferred Stock 2016 Common Stock In March 2016, the Company cancelled 1,000,000 unregistered shares of its common stock issued during 2015 to a third party lender under an agreement to amend certain promissory notes issued by the Company and NOW Solutions in the aggregate principal amount of $715,000. Under the amendment, the Company agreed to make $22,000 monthly payments and an additional $10,000 penalty if such monthly payment is not timely made. In March 2016, the Company issued 10,000,000 shares of the Company’s common stock with the Rule 144 restrictive legend to its consolidated subsidiary Ploinks, Inc. These shares are held in treasury. In exchange, Ploinks, Inc. issued 5,000,000 of its common shares to the Company. In April 2016, the Company and a third-party noteholder entered into an agreement under which the Company issued 5,000,000 shares of the Company’s common stock with the Rule 144 restrictive legend in exchange for the cancellation of $130,000 in principal owed under a note payable issued by NOW Solutions with a principal amount of $213,139. The fair market value of the shares was $92,500. A gain on debt extinguishment of $37,500 was recorded for the year ended December 31, 2016. In May 2016, the Company and William Mills entered into an agreement under which the Company issued 5,000,000 shares of the Company’s common stock with the Rule 144 restrictive legend to Mr. Mills in exchange for the cancellation of $100,000 in fees owed for services rendered by Mr. Mills as a Director and Secretary of the Company. The fair market value of the shares was $100,000. Mr. Mills is a partner of Parker Mills and the Secretary and a Director of the Company. In May 2016, the Company and a third party entered into an agreement under which the Company issued 1,500,000 shares of the Company’s common stock with the Rule 144 restrictive legend to the third party in lieu of paying $35,969 in fees, expenses, and interest owed to the third party for services rendered to the Company and its subsidiaries. The fair market value of the shares issued was $37,500. A loss on debt extinguishment of $1,531 was recorded for the year ended December 31, 2016. In June 2016, the Company granted 3,500,000 unregistered shares of the Company’s common stock with the Rule 144 restrictive legend to employees and a former employee of the Company and its subsidiaries pursuant to an amended agreement to defer payroll. For additional details, please see “Related Party Transactions” in Note 3. The fair market value of the shares was $78,750. During the year ended December 31, 2016, the Company issued 3,000,000 shares of the Company’s common stock with the Rule 144 restrictive legend to another third party for services rendered. The fair market value of the shares was $66,550 and was recorded as tax consulting fees for the year ended December 31, 2016. During the year ended December 31, 2016, the Company issued convertible debentures in the aggregate principal amount of $715,000 to various third party lenders for loans made to the Company in the same amount. The debts accrue interest at 10% per annum and are due one year from the date of issuance. Beginning six months after issuance of the respective debentures and provided that the lowest closing price of the common stock for each of the 5 trading days immediately preceding the conversion date has been $0.03 or higher, the holder of the respective debenture may convert the debenture into shares of common stock at a price per share of 80% of the average per share price of the Company’s common stock for the 5 trading days preceding the notice of conversion date using the 3 lowest closing prices. In connection with the loans, the Company also issued a total of 7,150,000 shares of common stock of the Company to the lenders with the Rule 144 restrictive legend and 3 year warrants under which each lender may purchase in aggregate a total of 7,150,000 unregistered shares of common stock of the Company at a purchase price of $0.10 per share. In connection with the issuance of shares of common stock and warrants, the Company recorded a discount of $186,967 against the face value of the loans based on the relative fair market value of the common stock of $114,413 and the full fair market value of the warrants of $72,554. The warrants are accounted for as derivative liabilities. The discount is being amortized over twelve months and amortization expense was recognized for the year ended December 31, 2016. During the year ended December 31, 2016, $82,001 of principal, interest and fees under a convertible note issued in the principal amount of $80,000 were converted into 5,914,783 unrestricted common shares of the Company. During the year ended December 31, 2016, the Company entered into subscription agreements under which third party subscribers purchased 3,000 shares of VCSY Series A Preferred Stock for $600,000. In connection with the purchase of the VCSY Series A Preferred Stock, the subscribers also received a total of 6,000,000 shares of common stock of the Company with the Rule 144 restrictive legend, 300,000 shares of common stock of Ploinks, Inc., 2-year warrants under which the subscribers may purchase an aggregate total of 450,000 unregistered shares of common stock of the Company at a purchase price of $0.10 per share and 2-year warrants under which the subscribers may purchase an aggregate total of 450,000 unregistered shares of common stock of the Company at a purchase price of $0.20 per share. The allocated fair market value of the VCSY Series A Preferred Stock issued to the subscribers was $366,499. Each share of VCSY Series A Preferred Stock is convertible into 500 shares of the Company’s common stock. The allocated fair market value of all common shares of the Company issued to the subscribers was $229,496. The allocated fair market value of all common shares of Ploinks, Inc. issued to the subscribers was $3,416. The fair market value of all warrants issued to the subscribers was $4,005 (which was calculated using the Black-Sholes model). The warrants were accounted for as derivative liabilities (see Note 4). During the year ended December 31, 2016, the Company cancelled 200,000 previously awarded but unvested unregistered shares of the Company’s common stock issued to an employee of the Company when the employee resigned. This resulted in the reversal of previously recognized compensation expense of $1,145 during the year ended December 31, 2016. During the year ended December 31, 2016, the Company granted 18,250,000 unregistered shares of its common stock pursuant to restricted stock agreements. Shares under restricted stock agreements typically vest over a period of 1-3 years in various installments and the fair value of the awards is being expensed over the vesting periods. The aggregate fair market value of the awards was determined to be $361,365. Stock compensation expense of $229,223 has been recorded for the year ended December 31, 2016 as additional paid-in capital. Stock compensation expense for the amortization of restricted stock awards for VCSY stock was $229,223 for the year ended December 31, 2016. As of December 31, 2016, there were 13,125,000 shares of unvested VCSY common stock compensation awards to employees and consultants. During the year ended December 31, 2016, 7,175,000 VCSY common shares issued under restricted stock agreements to employees of the Company were vested. During the year ended December 31, 2016, the Company granted 150,000 shares of the common stock of Ploinks, Inc. to third party lenders in connection with 6-month extensions of convertible debentures in the principal amount of $500,000 issued in 2015. The aggregate fair market value of the awards was determined to be $16,200 and was recorded as debt discount, and amortized through the term of the note. During the year ended December 31, 2016, Ploinks, Inc. granted 1,000,000 unregistered shares of the common stock of Ploinks, Inc. to an employee of the Company pursuant to a restricted stock agreement with Ploinks, Inc. These shares typically vest over 3 years in various installments and the fair value of the awards is being expensed over this vesting period. The aggregate fair market value of the awards was determined to be $108,000. Stock compensation expense of $70,800 has been recorded for the year ended December 31, 2016. During the year ended December 31, 2016, the Company granted 4,286,000 unregistered shares of the common stock of Ploinks, Inc. to employees and consultants of the Company and its subsidiaries pursuant to restricted stock agreements with the Company. These shares typically vest over 3 years in various installments and the fair value of the awards is being expensed over this vesting period. The aggregate fair market value of the awards was determined to be $462,888. Stock compensation expense of $264,227 has been recorded for the year ended December 31, 2016. These shares were issued out of shares owned by VCSY. During the year ended December 31, 2016, 2,332,001 unregistered shares of the common stock of Ploinks, Inc. to employees and consultants of the Company and its subsidiaries granted under restricted stock agreement vested. During the year ended December 31, 2016, 133,334 unregistered shares of the common stock of Ploinks, Inc. granted to an employee of the Company under a restricted stock agreement were cancelled. Preferred Stock For the year ended December 31, 2016, total dividends applicable to Series A and Series C Preferred Stock was $592,472. The Company did not declare or pay any dividends in 2016. Although no dividends have been declared, the cumulative total of preferred stock dividends due to these stockholders upon declaration was $9,488,184 as of December 31, 2016. 2015 Common Stock In February 2015, the Company increased the number of its authorized shares of common stock to 2,000,000,000. In March 2015, in connection with a $100,000 loan to Taladin, Ploinks, Inc. agreed to issue 1,000,000 shares of its common stock to the third-party lender. The fair value of these subsidiary shares was determined to be nominal. In March 2015, pursuant to an indemnity and reimbursement agreement executed between Mr. Valdetaro and the Company, we issued 1,000,000 shares of our common stock to reimburse Mr. Valdetaro for 1,000,000 shares of common stock with the Rule 144 restrictive legend transferred to Lakeshore on the Company’s behalf in connection with an extension granted by Lakeshore in August 2013. The issuance of these shares eliminated the derivative liability associated with the value of these shares. The fair market value of these shares on the date of issuance was $38,000 and resulted in the resolution of derivative liabilities and a loss on derivative liabilities of $26,000. In March 2015, pursuant to two indemnity and reimbursement agreements executed between Mountain Reservoir Corporation (“MRC”) and the Company, we issued a total of 2,809,983 shares of our common stock with the Rule 144 restrictive legend to reimburse MRC. Of these shares, the Company was obligated to reimburse MRC with 1,309,983 shares of common stock that had been pledged by MRC and sold by a third-party lender in 2009, 500,000 shares of common stock that had been wrongfully converted by the same lender in 2014, and 1,000,000 shares of common stock that had been transferred to another third-party lender in 2013 on the Company’s behalf for a loan made by the lender. MRC has assigned its claim against the third-party lender for the lender’s wrongful conversion of 500,000 common shares to the Company and we are pursuing the claim in the third-party lender’s bankruptcy proceeding. The issuance of these shares eliminated the derivative liability associated with the value of these shares. The fair market value of these shares on the date of issuance was $112,399 of which $92,399 resulted in the resolution of derivative liabilities and a loss on derivative liabilities of $64,680 and $20,000 was recognized as stock reimbursement expense during the twelve months ended December 31, 2015. In June 2015, in connection with an amendment concerning certain promissory notes issued by the Company and NOW Solutions to Mr. Weber in the aggregate principal amount of $735,400, the Company issued 20,000,000 shares of its common stock with the Rule 144 restrictive legend to its subsidiary, Taladin, Inc., which pledged these shares to secure payment of certain notes payable issued to Weber. The previous pledge agreements between MRC and Mr. Weber were cancelled. These shares are held in treasury. In June 2015, the Company issued 10,000,000 common shares with the Rule 144 restrictive legend to its consolidated subsidiary NOW Solutions. These shares are held in treasury. During the year ended December 31, 2015, the Company granted 2,250,000 unregistered shares of its common stock to employees of the Company and its subsidiaries pursuant to restricted stock agreements with the Company. These shares typically vest over 3 years in equal installments and the fair value of the awards is being expensed over this vesting period. The aggregate fair market value of the awards was determined to be $54,750. Stock compensation expense of $19,616 has been recorded for the year ended December 31, 2015 as additional paid-in capital. During the year ended December 31, 2015, the Company issued 36,500,000 unregistered shares of its common stock as forbearance fees and late fees to lenders in connection with loans made to the Company and its subsidiaries. The aggregate fair value of these shares was determined to be $1,050,900. During the year ended December 31, 2015, the Company issued 35,556,522 unregistered shares of its common stock to lenders to pay off accrued principal and interest debt in the aggregate amount of $482,612 related to loan principal and interest made by these lenders to the Company and its subsidiaries and $20,000 related to attorney fees. The aggregate fair value of these shares was determined to be $895,913. Accordingly, the Company recorded a loss on debt extinguishment of $393,301. As of December 31, 2015, there were 2,250,000 unvested stock compensation awards During the year ended December 31, 2015, the Company issued 9,000,000 unregistered shares of its common stock and 3-5 year warrants to purchase 6,800,000 shares of common stock at a purchase price between $0.05-$0.10 per share (of which one warrant for 800,000 shares included a cashless warrant exercise provision). These shares and warrants were granted to lenders in connection with loans made by these lenders to the Company and its subsidiaries in the aggregate principal amount of $745,333. The aggregate relative fair value of these shares was determined to be $211,783 (which includes $82,904 under the Black-Scholes formula), and was accounted for as a discount on the loans. Amortization expense is $80,864 during the year ended December 31, 2015 and unamortized discounts are $130,919. During the year ended December 31, 2015, Ploinks, Inc. granted 800,000 unregistered shares of the common stock of Ploinks, Inc. to employees of the Company pursuant to restricted stock agreements with Ploinks, Inc. These shares typically vest over 3 years in various installments. Preferred Stock For the year ended December 31, 2015, total dividends applicable to Series A and Series C Preferred Stock was $588,000. The Company did not declare or pay any dividends in 2015. Although no dividends have been declared, the cumulative total of preferred stock dividends due to these stockholders upon declaration was $8,895,712 as of December 31, 2015.

Option and Warrant Activity

Option and Warrant Activity	12 Months Ended
	Dec. 31, 2016
Option And Warrant Activity
Option and Warrant Activity	Note 11. Option and Warrant Activity Option and warrant activity years ended December 31, 2016 and 2015 is summarized as follows: Incentive Stock Non-Statutory Warrants Weighted Outstanding at December 31, 2014 - - - - Options/Warrants granted - - 6,800,000 $ 0.091 Options/Warrants exercised - - - - Options/Warrants expired/cancelled - - - - Outstanding at December 31, 2015 - - 6,800,000 $ 0.091 Options/Warrants granted - - 8,050,000 $ 0.106 Options/Warrants exercised - - - - Options/Warrants expired/cancelled - - - - Outstanding at December 31, 2016 - - 14,850,000 $ 0.100 The weighted average remaining life of the outstanding warrants as of December 31, 2016 and 2015 was 2.48 and 2.73, respectively. The intrinsic value of the exercisable warrants as of December 31, 2016 and 2015 was $.0220 and $.0220.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 12. Commitments and Contingencies Commitments We lease various office spaces which leases run from July 2016 through September 2018. We have future minimum rental payments as follows: Years ending December 31, Amount 2017 82,649 2018 61,027 2019 - 2020 - 2021 - Total $ 143,676 Rental expense for the years ended December 31, 2016 and 2015 was $106,208 and $97,917, respectively. Contingencies On June 30, 2016, the Company amended an agreement (originally entered into in July 2010) with certain former and current employees of the Company, concerning the deferral of payroll claims of approximately $883,190 for salary earned from 2012 to June 30, 2016 and $1,652,113 for salary earned from 2001 to 2012, which remain unpaid and is reflected as a current liability on the Company’s consolidated financial statement. Pursuant to the terms of the amended agreement, each current and former employee who is a party to the agreement (the “Employee(s)”) agreed to defer payment of salary from the date of the agreement (“Salary Deferral”) for a period of three months for salary earned from July 1, 2012 to June 30, 2016 and for a period of six months for salary earned from 2001 to June 30, 2012. In consideration for the Salary Deferral, the Company issued a total 3,500,000 shares of the Company’s common stock with the Rule 144 restrictive legend (at a fair market value of $78,750) and agreed to pay each Employee a sum equal to the amount of unpaid salary at December 31, 2003 plus the amount of unpaid salary at the end of any calendar year after 2003 in which such salary was earned, plus a Bonus of nine percent interest, compounded annually until such time as the unpaid salary has been paid in full. The Company and the Employees have agreed that the Bonus will be paid from amounts anticipated to be paid to the Company in respect of specified intellectual property assets of the Company. In order to effect the payments due under this agreement, the Company assigned to the Employees a twenty percent interest in any net proceeds (gross proceeds less attorney’s fees and direct costs) derived from infringement claims and any license fees paid by a subsidiary of the Company or third party to the Company regarding (a) U.S. patent #6,826,744 and U.S. patent #7,716,629 (plus any continuation patents) on Adhesive Software’s SiteFlash™ Technology, (b) U.S. patent #7,076,521 (plus any continuation patents) in respect of “Web-Based Collaborative Data Collection System”, and (c) U.S. patent U.S. Patent No. #8,578,266 and #9,405,736 (plus any continuation patents) in respect to “Method and System for Automatically Downloading and Storing Markup Language Documents into a Folder Based Data Structure,” and (d) any license payments made (i) by a subsidiary of the Company to the Company in connection with a licensing or distribution agreement between the Company and such subsidiary or (ii) by third party to the Company in connection with a licensing or distribution agreement between the Company and a third party. Under the terms of this agreement, the Bonus is contingent on payment of unpaid wages. In addition, the Bonus is contingent upon generating revenues from the sources of the twenty percent interests in net proceeds assigned to the current and former employees. The interests that were assigned under the agreement for net proceeds consist of the underlying patents of the SiteFlash™ and Emily™ technologies and licensing under distribution and licensing agreements between the Company and subsidiaries and between the Company and third parties. Currently, there is no foreseeable income to be generated from these sources to which a twenty percent interest can reasonably be projected or otherwise applies to. There is no pending litigation regarding any of these patents. In addition, with respect to any licenses from Vertical to its subsidiaries, the licenses of technology underlying these patents were for a three percent royalty on gross revenues. If there were income, any payments under this agreement would likely be minimal. Currently, there is no income being generated from licensing. No subsidiary is currently offering a product to the market using these licensed technologies nor does Vertical have any agreement to license these technologies to a third party. Since payment of the Bonus is contingent upon first paying all unpaid salary and there are no foreseeable revenues to pay the twenty percent interest in these technologies, it is doubtful at the present time that any Bonus will be paid and therefore the Bonus was not accrued as of December 31, 2016 as this contingent liability is considered remote. Cumulative bonus interest through December 31, 2016 is $3,816,659. Royalties When we acquire rights to patents, licenses, or other intellectual property, we generally agree to pay royalties on any net sales of any products utilizing these rights. There were no sales of products requiring royalties in 2016 and 2015. We also have royalty agreements associated with certain notes payable that provide a royalty when revenues exceed certain thresholds in addition to royalty agreements on subsidiary revenues pursuant to the terms of an acquisition agreement. For the years ended December 31, 2016 and 2015, we accrued royalties of $7,405 and $9,659, respectively, on revenues from subsidiaries. Litigation We are involved in the following ongoing legal matters: On December 31, 2011, the Company and InfiniTek corporation (“InfiniTek”) entered into a settlement agreement to dismiss an action filed by the Company against InfiniTek in the Texas State District Court in Fort Worth, Texas, for breach of contract and other claims, a counter claim filed by InfiniTek against the Company for non-payment of amounts claimed the Company owed to InfiniTek, and an action filed by InfiniTek against the Company in California Superior Court in Riverside, California seeking damages for breach of contract and lost profit. Pursuant to the terms of the settlement agreement, Vertical agreed to pay InfiniTek $82,500 in three equal installments with the last payment due by or before August 5, 2012. Upon full payment, InfiniTek shall transfer and assign ownership of the NAVPath software developed by InfiniTek for use with NOW Solutions emPath® software application and Microsoft Dynamics NAV (formerly Navision) business solution platform. The amounts in dispute were included in our accounts payable and accrued liabilities and have been adjusted to the settlement amount of $82,500 at December 31, 2011. The Company has made $37,500 in payments due under the settlement agreement as of the date of this Report and each party is alleging the other party is in breach of the settlement agreement. We intend to resolve all disputes with InfiniTek. On February 13, 2017, the Company was served with a complaint filed by Parker Mills in the Superior Court of the State of California, County of Los Angeles, Central District, for failure to make payment on the outstanding balance due under a $100,000 convertible debenture issued by the Company to Parker Mills. The plaintiff seeks payment of the principal balance due under the convertible debenture of $100,000, interest at the rate of 12% per annum, attorney’s fees and court costs. We intend to resolve this matter with Parker Mills. This case is styled Parker Mills, LLP v. Vertical Computer Systems, Inc., No. BC649122 On April 12, 2017, NOW Solutions, Inc. was served with a Notice of Motion for Summary Judgment in Lieu of Complaint, which was filed by Derek Wolman in the Supreme Court of the State of New York in County of New York for failure to make outstanding payments on the outstanding balance due under one promissory note in the principal amount of $150,000 (issued on November 17, 2009) and one promissory note in the principal amount of $50,000 (issued on August 28, 2014), both of which were issued by NOW Solutions to Mr. Wolman. The plaintiff seeks a judgment totaling $282,299 (which includes principal and accrued interest), plus additional accrued interest from the date the complaint was filed, attorney’s fees and expenses. We intend to resolve this matter with Mr. Wolman. This case is styled Derek Wolman v. Now Solutions, Inc., No. 65/502/17.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	Note 13. Subsequent Events From January 1, 2017 to April 24, 2017, the Company granted 3,000,000 VCSY common shares pursuant to a stock award to an employee of the Company and its subsidiaries. From January 1, 2017 to April 24, 2017, $10,000 of principal and interest under a convertible note issued in the principal amount of $80,000 was converted into 723,089 common shares. From January 1, 2017 to April 24, 2017, 550,000 VCSY common shares issued under restricted stock agreements to employees and a consultant of the Company vested. From January 1, 2017 to April 24, 2017, 200,001 shares of the common stock of Ploinks, Inc. issued under restricted stock agreements to consultants and employees of the Company vested.

Organization, Basis of Presen20

Organization, Basis of Presentation and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business Vertical Computer Systems, Inc. was incorporated in Delaware in March 1992. We are a multinational provider of application software, software services, Internet core technologies, and derivative software application products through our distribution network. Our business model combines complementary, integrated software products, internet core technologies, and a multinational distribution system of partners, in order to create a distribution matrix that is capable of penetrating multiple sectors through cross selling our products and services. We operate one business segment.
Basis of Presentation	Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries (collectively, “our”, “we”, the “Company” or “VCSY”, as applicable). Vertical’s subsidiaries which currently maintain daily business operations are NOW Solutions, a 75% owned subsidiary, and SnAPPnet, Inc. (“SnAPPnet”), an 80% owned subsidiary of Vertical. Vertical’s subsidiaries which have minimal operations are Vertical do Brasil, Taladin, Inc. (“Taladin"), and Vertical Healthcare Solutions, Inc. (“VHS”), each of which a wholly-owned subsidiary of Vertical, as well as Priority Time Systems, Inc. (“Priority Time”) a 70% owned subsidiary, Ploinks, Inc. (“Ploinks”), a 91% owned subsidiary and Government Internet Systems, Inc. (“GIS”), an 84.5% owned subsidiary. Vertical’s subsidiaries which are inactive include EnFacet, Inc. (“ENF”), Globalfare.com, Inc. (“GFI”), Pointmail.com, Inc. and Vertical Internet Solutions, Inc. (“VIS”), each of which is a wholly-owned subsidiary of Vertical. To date, we have generated revenues primarily from software licenses, software as a service, consulting fees and maintenance agreements from NOW Solutions and SnAPPnet and patent licenses from Vertical Computer Systems, the parent company.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash equivalents are highly liquid investments with an original maturity of three months or less.
Revenue Recognition	Revenue Recognition Our revenue recognition policies are in accordance with standards on software revenue recognition, which includes guidance on revenue arrangements with multiple deliverables and arrangements that include the right to use of software stored on another entity’s hardware. In the case of non-software arrangements, we apply the guidance on revenue arrangements with multiple deliverables and wherein multiple elements are allocated to each element based on the element’s relative fair value. Revenue allocated to separate elements is recognized for each element in accordance with our accounting policies described below. If we cannot account for items included in a multiple-element arrangement as separate units of accounting, they are combined and accounted for as a single unit of accounting and generally recognized as the undelivered items or services are provided to the customer. Consulting. Software License. Software licenses are generally sold as part of a multiple element arrangement that may include maintenance and, under a separate agreement, consulting services. The consulting services are generally performed by the Company, but the customer may use a third party to perform those. We consider these separate agreements as being negotiated as a package. The Company determines whether there is vendor specific objective evidence of fair value (‘‘VSOEFV’’) for each element identified in the arrangement to determine whether the total arrangement fees can be allocated to each element. If VSOEFV exists for each element, the total arrangement fee is allocated based on the relative fair value of each element. In cases where there is not VSOEFV for each element, or if it is determined that services are essential to the functionality of the software being delivered, we initially defer revenue recognition of the software license fees until VSOEFV is established or the services are performed. However, if VSOEFV is determinable for all of the undelivered elements, and assuming the undelivered elements are not essential to the delivered elements, we will defer recognition of the full fair value related to the undelivered elements and recognize the remaining portion of the arrangement value through application of the residual method. Where VSOEFV has not been established for certain undelivered elements, revenue for all elements is deferred until those elements have been delivered or their fair values have been determined. Evidence of VSOEFV is determined for software products based on actual sales prices for the product sold to a similar class of customer and based on pricing strategies set forth in the Company’s standard pricing list. Evidence of VSOEFV for consulting services is based upon standard billing rates and the estimated level of effort for individuals expected to perform the related services. The Company establishes VSOEFV for maintenance agreements using the percentage method such that VSOEFV for maintenance is a percentage of the license fee charged annually for a specific software product, which in most instances is 18% of the portion of arrangement fees allocated to the software license element. Maintenance Revenue. While most of our customers pay for their annual maintenance at the beginning of the maintenance period, a few customers have payment terms that allow them to pay for their annual maintenance on a quarterly or monthly basis. If the annual maintenance fee is not paid at the beginning of the maintenance period (or at the beginning of the quarter or month for those few maintenance customers), we will ratably recognize the maintenance revenue if management believes the collection of the maintenance fee is imminent. Otherwise, we will defer revenue recognition until the time that the maintenance fee is paid by the customer. We normally continue to provide maintenance service while awaiting payment from customers. When the payment is received, revenue is recognized for the period that revenue was previously deferred. This may result in volatility in software maintenance revenue from period to period. Cloud-based offering. We will provide consulting services to customers in conjunction with our cloud-based offering. The rate for such service is based on standard hourly or daily billing rates. The consulting revenue is recognized as services are performed. Customers, utilizing their own computer to access our cloud-based offering, are charged a fee equal to the number of employees paid each month multiplied by an agreed-upon monthly rate per employee. The revenue is recognized as the cloud-based offering services are rendered each month.
Concentration of Credit Risk	Concentration of Credit Risk We maintain our cash in bank deposit accounts, which, at times, may exceed federally insured limits. We have not experienced any such losses in these accounts. Substantially all of our revenue was derived from recurring maintenance fees related to our payroll processing software. The company’s revenue consists of 60% in Canada and 40% in the US. Receivables arising from sales of the Company’s products are not collateralized. As of December 31, 2016, two customers represented approximately 71% (40% and 31%) of accounts receivable. As of December 31, 2015, four customers represented approximately 81.4% (31.7%, 25.2%, 12.7 and 11.8%) of accounts receivable.
Capitalized Software Costs	Capitalized Software Costs Software costs incurred internally in creating computer software products are expensed until technological feasibility has been established upon completion of a detailed program design. Thereafter, all software development costs are capitalized until the point that the product is ready for sale, and are subsequently reported at the lower of unamortized cost or net realizable value. The Company considers annual amortization of capitalized software costs based on the ratio of current year revenues by product to the total estimated revenues by the product, subject to an annual minimum based on straight-line amortization over the product’s estimated economic useful life, not to exceed five years. The Company periodically reviews capitalized software costs for impairment where the fair value is less than the carrying value. For the year ended December 31, 2016 and 2015, the company capitalized $246,184 and $541,300, respectively of software development costs related to its Ploinks subsidiary. During 2016, the company recorded an impairment loss of $1,421,155 related to software development cost. During 2015, there was no impairment of long-lived assets.
Property and Equipment	Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily utilizing the straight-line method over the estimated economic life of three to five years. Maintenance, repairs and minor renewals are charged directly to expenses as incurred. Additions and betterment to property and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the statement of operations.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During 2016, the company recorded an impairment loss of $1,421,155 related to software development cost. During 2015, there was no impairment of long-lived assets.
Stock-based Compensation	Stock-based Compensation We account for share-based compensation in accordance with the provisions of share-based payments, which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of our common stock. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and are recognized as expense over the service period.
Allowance for Doubtful Accounts	Allowance for Doubtful Accounts We establish an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. We do not generally require collateral for our accounts receivable. Our allowance for doubtful accounts was $139,705 and $97,973 as of December 31, 2016 and 2015, respectively.
Income Taxes	Income Taxes We provide for income taxes in accordance with the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. A valuation allowance is provided when management cannot determine whether it is more likely than not the deferred tax asset will be realized. The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Since January 1, 2007, we account for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on income taxes which addresses how we should recognize, measure and present in our financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Pursuant to this guidance, we can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. No liability for unrecognized tax benefits was recorded as of December 31, 2016 and 2015.
Earnings per share	Earnings per Share Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock and convertible debentures is computed using the if-converted method, which assumes conversion at the beginning of the year. The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation: Year Ended December 31, 2016 Year Ended December 31, 2015 Net Loss Shares Per Share Net Loss Shares Per Basic and Diluted EPS $ (5,870,223 ) 1,106,272,758 $ (0.01 ) $ (3,153,367 ) 1,036,597,308 $ (0.00 ) As of December 31, 2016, and 2015, common stock equivalents related to the convertible debt, preferred stock and stock derivative liabilities were not included in the denominators of the diluted earnings per share as their effect would be anti-dilutive.
Fair Value of Financial Instruments	Fair Value of Financial Instruments For certain of our financial instruments, including cash, accounts receivable, short term debt and accrued expenses, the carrying amounts approximate fair value due to the short maturity of these instruments. The carrying value of our long-term debt approximates its fair value based on the quoted market prices for the same or similar issues or the current rates offered to us for debt of the same remaining maturities. For additional information, please see Note 4 – Derivative Liabilities and Fair Value Measurements.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Among the more significant estimates included in these financial statements are the estimated allowance for doubtful accounts receivable, valuation allowance for deferred tax assets, impairment of long-lived assets and intangible and the valuation of warrants and restricted stock grants. Actual results could materially differ from those estimates.
Cash Reimbursements	Cash Reimbursements We record reimbursement by our customers for out-of-pocket expense as part of consulting services revenue in accordance with the guidance related to income statement characterization of reimbursements received for out of pocket expense incurred.
Reclassifications	Reclassifications Certain reclassifications have been made to the prior periods to conform to the current period presentation.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company does not expect the adoption of any recently issued accounting pronouncements to have a material impact on the Company’s financial position, operations or cash flows.

Organization, Basis of Presen21

Organization, Basis of Presentation and Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of earnings per share, basic and diluted	The following represents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation: Year Ended December 31, 2016 Year Ended December 31, 2015 Net Loss Shares Per Share Net Loss Shares Per Basic and Diluted EPS $ (5,870,223 ) 1,106,272,758 $ (0.01 ) $ (3,153,367 ) 1,036,597,308 $ (0.00

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Schedule of related party notes payable	Related Party Notes Payable December 31, 2016 2015 Notes payable bearing interest at 10% to 15% per annum. Of these notes payable $208,242 and $338,243 were in default at December 31, 2016 and 2015, respectively. $ 208,242 $ 338,243 Convertible debenture bearing interest at 10% per annum, due one year from date of issuance. Net of unamortized discount of $20,798 for 2015. $ 100,000 $ 79,202 Total notes payable to related parties 308,242 417,445 Current maturities (308,242) (417,445) Long-term portion of notes payable to related parties $ - $ -
Schedule of related party transactions	The following table reflects our related party debt activity for the years ended December 31, 2016 and 2015: December 31, 2014 $ 348,666 Borrowings from related parties 100,000 Payments to related parties (10,423 ) Debt discounts due to stock and warrants issued with debt (20,798 ) December 31, 2015 417,445 Common shares issued for debt principal (130,000 ) Amortization of debt discounts due to stock and warrants issued with debt 20,797 December 31, 2016 $ 308,242

Derivative liability and fair v

Derivative liability and fair value measurements (Tables)	12 Months Ended
	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of fair value of the derivative liabilities using the Black-Scholes option pricing model	The Company estimated the fair value of the derivative liabilities using the Black-Scholes option pricing model and the following key assumptions during 2016: 2016 Expected dividends 0% Expected terms (years) 0.16 – 3.04 Volatility 101% - 139% Risk-free rate 0.36% - 161%
Schedule of derivative liabilities at fair value	The following table provides a summary of the fair value of our derivative liabilities as of December 31, 2016 and December 31, 2015: Fair value measurements on a recurring Level 1 Level 2 Level 3 As of December 31, 2016: Liabilities Derivatives $ - $ - $ 1,014,192 As of December 31, 2015: Liabilities Derivatives $ - $ - $ -
Schedule of change in the fair value of the derivative liabilities	The below table presents the change in the fair value of the derivative liabilities during the year ended December 31, 2016: Fair value as of December 31, 2015 - Additions recognized as debt discounts $ 741,583 Additions reclassified from equity 50,557 Additions recognized in equity financing 4,005 Reduction due to settlement upon conversion (50,681 ) Loss on change in fair value of derivatives 268,728 Fair value as of December 31, 2016 $ 1,014,192

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Schedule of property, plant and equipment	Property and equipment consist of the following as of December 31, 2016 and 2015: 2016 2015 Equipment (3-5 year life) $ 915,280 $ 908,086 Leasehold improvements (5 year life) 87,714 87,714 Furniture and fixtures (3-5 year life) 45,500 45,184 Total 1,048,494 1,040,984 Accumulated depreciation (1,043,397) (1,038,609) $ 5,097 $ 2,375

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of finite-lived intangible assets	Intangible assets consisted of the following as of December 31, 2016 and 2015: 2016 2015 Capitalized software development $ - $ 1,174,972 Acquired software (5 year life) 304,003 303,902 Customer list (5 year life) 2,200 2,200 Trademark 5,000 5,000 Website (5 year life) 15,000 15,000 Total 326,203 1,501,074 Accumulated amortization (319,513) (319,413) $ 6,690 $ 1,181,661

Accounts Payable and Accrued 26

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2016
Payables and Accruals [Abstract]
Schedule of accounts payable and accrued liabilities	Accounts payable and accrued liabilities consist of the following: 2016 2015 Accounts payable $ 2,613,942 $ 2,709,381 Accrued payroll 2,734,024 2,703,165 Accrued payroll tax and penalties 2,309,970 1,928,822 Accrued interest 3,371,112 2,424,178 Accrued taxes 598,684 499,102 Accrued liabilities - other 447,566 272,326 $ 12,075,298 $ 10,536,974

Notes Payable and Convertible27

Notes Payable and Convertible Debts (Tables)	12 Months Ended
	Dec. 31, 2016
Notes Payable [Abstract]
Schedule of third party debt activity and convertible debt	The following table reflects our third-party debt activity, including our convertible debt, for the years ended December 31, 2016 and 2015: December 31, 2014 $ 4,575,239 Repayments of third party notes (132,848 ) Borrowings from third parties 1,135,333 Stock issued for debt payments (258,552 ) Debt discounts due to stock and warrants issued with debt (190,985 ) Amortization of debt discounts 80,864 Conversion of accrued interest to debt principal 188,552 Currency translation (583 ) December 31, 2015 5,397,020 Repayments of third party notes (113,699 ) Borrowings from third parties 885,000 Conversion of convertible debt principal to common stock (74,297 ) Debt discounts due to stock and warrants issued with debt (872,196 ) Amortization of debt discounts 627,542 Attorney fees added to note principal 3,500 Currency translation 275 December 31, 2016 $ 5,853,145
Schedule of debt	The Lakeshore note is in default and the Company is currently evaluating solutions to resolve all issues with Lakeshore. December 31 December 31 2016 2015 Third Party Notes Payable Unsecured notes payable issued to third party lenders bearing interest at rates between 10% and 15% per annum and are past due their original maturity dates. Of these notes, $1,570,368 and $1,560,103 were in default or non-performing as of December 31, 2016 and 2015, respectively. $ 1,830,377 $ 1,770,103 Secured notes payable issued to third party lenders, bearing interest at 10% to 18% per annum. These notes are secured by stock pledges by MRC totaling 33,976,296 common shares. Of these notes $1,025,449 and $310,449 were in default or non-performing at December 31, 2016 and 2015, respectively. 1,025,449 1,025,449 Secured notes payable issued to third party lenders, bearing interest at 11% to 18% per annum. These notes are secured by certain technology owned by the Company, supporting its Emily product. Of these notes $470,860 were in default or non-performing at December 31, 2016 and 2015. 470,860 470,860 Secured note payable issued to Lakeshore, bearing interest at 11% per annum. The note is secured by all of the assets of NOW Solutions, Priority Time, and SnAPPnet, Inc. as well as the SiteFlash™ technology. This note was in default or non-performing at December 31, 2016 and 2015. 1,627,031 1,630,729 Total notes payable to third parties 4,953,717 4,897,141 Current maturities 4,953,717 4,897,141 Long-term portion of notes payable to third parties $ - $ -
Schedule of debt conversions	Third party convertible promissory notes and debentures consist of the following: December 31, 2016 December 31, 2015 In December 2003, we issued a debenture in the amount of $30,000 to a third party. The debt accrues interest at 13% per annum and was due December 2005. The holder may convert the debenture into shares of common stock at 100% of the closing price. $ 30,000 $ 30,000 Convertible debentures to various third party lenders for loans made to the Company in the aggregate amount of $1,224,213 net of unamortized discounts of $354,785. The debts accrue interest at 10% per annum and are due one year from the date of issuance. Beginning six months after issuance of the respective debenture, the holder of the debenture may convert the debenture into shares of common stock at a price per share of either (a) 80% of the average per share price of the Company’s common stock for the 5 trading days preceding the notice of conversion date using the 3 lowest closing prices or (b) 75% of the average per share closing bid price of the Company’s common stock during the 10 trading days prior to the notice of conversion date using the lowest 5 closing bid prices per share (which shall not be lower than $0.03 per share). At December 31, 2016, $70,787 of note principal (net of attorney fees) was converted into 5,914,783 shares of the company’s common stock. 869,428 469,879 Total convertible debentures 899,428 499,879 Current maturities (899,428) (499,879) Long-term portion of convertible debentures $ - $ -
Schedule of future minimum payments for the next five years	Future minimum payments for third party, related party, and convertible debentures for the next five years are as follows: Year Amount 2017 $ 6,516,172 2018 - 2019 - 2020 - 2021+ - Total notes payable 6,516,172 Unamortized discounts (354,785) Notes payable, net of discounts $ 6,161,387

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Schedule of effective income tax rate reconciliation	The provision of income taxes consists of the following for the years ended December 31, 2016 and 2015: Years Ended December 31, 2016 2015 Current Federal 73,016 - State - - Foreign 13,362 (571,980 ) 86,378 (571,980 )
Schedule of deferred tax assets and liabilities	Temporary difference between the financial statement carrying amount and tax bases of assets and liabilities that give rise to deferred tax assets relate to the following: December 31, 2016 December 31, 2015 Net operating loss carry-forward Reserves Accrued vacation Deferred compensation Deferred revenue $ 10,255,000 512,000 38,000 892,000 610,000 $ 8,331,000 537,000 37,000 882,000 - 12,307,000 9,787,000 Valuation allowance (12,307,000) (9,787,000) $ - $ -
Schedule of components of income tax expense (benefit)	The benefit for income taxes differs from the amount computed by applying the U.S. federal income tax rate of 34% to loss before income taxes as follows for the years ended December 31, 2016 and 2015: 2016 2015 U.S. federal income tax expense at statutory rates (1,852,199) (1,113,702) Permanent differences 5,719 553,709 Settlement of foreign income tax - (581,622) Foreign income tax expense 13,362 9,642 Change in valuation allowance 1,919,496 559,993 86,378 (571,980)

Option and Warrant Activity (Ta

Option and Warrant Activity (Tables)	12 Months Ended
	Dec. 31, 2016
Option And Warrant Activity Tables
Schedule of option and warrant activity	Option and warrant activity years ended December 31, 2016 and 2015 is summarized as follows: Incentive Stock Non-Statutory Warrants Weighted Outstanding at December 31, 2014 - - - - Options/Warrants granted - - 6,800,000 $ 0.091 Options/Warrants exercised - - - - Options/Warrants expired/cancelled - - - - Outstanding at December 31, 2015 - - 6,800,000 $ 0.091 Options/Warrants granted - - 8,050,000 $ 0.106 Options/Warrants exercised - - - - Options/Warrants expired/cancelled - - - - Outstanding at December 31, 2016 - - 14,850,000 $ 0.100

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum rental payments	We have future minimum rental payments as follows: Years ending December 31, Amount 2017 82,649 2018 61,027 2019 - 2020 - 2021 - Total $ 143,676

Organization, Basis of Presen31

Organization, Basis of Presentation and Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Effect of basic and dilutive securities:
Net Loss Applicable to Common Stockholders, Basic and Diluted EPS	$ (5,870,223)	$ (3,153,367)
Basic and Diluted (in shares)	1,106,272,758	1,036,597,308
Basic and Diluted Per Share (in dollars per share)	$ (0.01)	$ 0

Organization, Basis of Presen32

Organization, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Allowance for doubtful accounts	$ 139,705	$ 97,973
Percentage of concentration risk of accounts receivable	71.00%	81.40%
Impairment loss	$ 1,421,155
Maximum [Member]
Estimated economic life of property and equipment	5 years
Minimum [Member]
Estimated economic life of property and equipment	3 years
One Customer[Member]
Percentage of concentration risk of accounts receivable	40.00%	31.70%
Two Customer[Member]
Percentage of concentration risk of accounts receivable	31.00%	25.20%
Three Customer[Member]
Percentage of concentration risk of accounts receivable		12.70%
Four Customer[Member]
Percentage of concentration risk of accounts receivable		11.80%
Revenue [Member] | CANADA [Member]
Percentage of concentration risk	60.00%
Revenue [Member] | UNITED STATES [Member]
Percentage of concentration risk	40.00%
Computer Software [Member]
Aggregate capitalized cost	$ 246,184	$ 541,300
Computer Software [Member] | Maximum [Member]
Estimated economic useful life of software	5 years
NOW Solutions [Member]
Percentage of ownership	75.00%
SnAPPnet, Inc [Member]
Percentage of ownership	80.00%
Priority Time Systems, Inc. [Member]
Percentage of ownership	70.00%
Ploinks, Inc [Member]
Percentage of ownership	91.00%
Government Internet Systems, Inc [Member]
Percentage of ownership	84.50%

Going Concern Uncertainty (Deta

Going Concern Uncertainty (Details Narrative)	12 Months Ended
	Dec. 31, 2016USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Negative working capital	$ 20,600,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Related Party Transaction [Line Items]
Total notes payable to related parties	$ 308,242	$ 417,445	$ 348,666
Current maturities	(308,242)	(417,445)
Long-term portion of notes payable to related parties
Unamortized discount	354,785	110,171
10% to 15% Notes Payable Issued To Related Parties [Member]
Related Party Transaction [Line Items]
Total notes payable to related parties	208,242	338,243
Notes payable default	208,242	338,243
10% Convertible Debentures [Member]
Related Party Transaction [Line Items]
Total notes payable to related parties	$ 100,000	79,202
Unamortized discount		$ 20,798

Related Party Transactions (D35

Related Party Transactions (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Related Party Transactions [Abstract]
Balance beginning	$ 417,445	$ 348,666
Borrowings from related parties		100,000
Payments to related parties		(10,425)
Common shares issued for debt principal	(130,000)
Amortization of debt discounts due to stock and warrants issued with debt	20,797
Balance ending	$ 308,242	$ 417,445

Related Party Transactions (D36

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended			12 Months Ended		54 Months Ended	138 Months Ended
	May 31, 2016	Dec. 31, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Jun. 30, 2016	Jun. 30, 2012
Related Party Transaction [Line Items]
Derivative liabilities				$ 1,014,192
Accounts payable to related parties		108,379		139,546	108,379
Debt discounts due to stock and warrants issued with debt		20,798		0	20,798
Loss on derivative liabilities				(268,728)	(78,680)
Accounts payable to related party		108,379		139,546	108,379
Potential cumulative bonus				$ 3,816,659
Percentage of royalty on gross revenues				3.00%
Mr. William Mills [Member]
Related Party Transaction [Line Items]
Number of shares issued in lieu for payment	5,000,000
Fair value of stock issued in lieu for payment	$ 100,000
Fees accrued for services rendered	$ 100,000
10% Convertible Debentures [Member]
Related Party Transaction [Line Items]
Debt face amount				$ 1,224,213
10% Convertible Debentures [Member]
Related Party Transaction [Line Items]
Debt face amount		100,000			$ 100,000
Percentage conversion of debentures into common shares					80.00%
Debt discounts due to stock and warrants issued with debt		20,798			$ 20,798
Employee and Former Employee [Member] | Employees Agreement [Member]
Related Party Transaction [Line Items]
Number of shares isssued during the period				3,500,000
Value of shares issued				$ 78,750
Amount of accrued payroll							$ 1,652,113
Amount of accrued payroll and consulting fees						$ 883,190
Percentage of assignment of interest in gross revenues generated from licenses of an asset				20.00%
Vertical Mountain Reservoir Corporation [Member]
Related Party Transaction [Line Items]
Number of shares isssued during the period			2,809,983
Fair value of stock issued				$ 112,399	112,399
Derivative liabilities				$ 92,399
Number of shares isssued for pledge			1,309,983
Number of shares converted wrongfully			500,000	500,000
Number of shares transferred			1,000,000
Stock reimbursement expense					20,000
Loss on derivative liabilities					(64,680)
Lakeshore Investments Llc [Member] | Mr. Valdetaro [Member]
Related Party Transaction [Line Items]
Number of shares isssued during the period			1,000,000
Fair value of stock issued			$ 38,000
Number of shares transferred			1,000,000
Loss on derivative liabilities			$ (26,000)
Parker Mills, LLP [Member] | 10% Convertible Debentures [Member]
Related Party Transaction [Line Items]
Debt face amount		$ 100,000			$ 100,000
Accrued interest rate		10.00%
Description of convertible debt		Beginning six months after issuance of the debenture, the holder of the debenture may convert the debenture into shares of common stock at a price per share of 80% of the average per share price of the Company’s common stock for the 5 trading days preceding the notice of conversion date using the 3 lowest closing prices.
Third Party One [Member] | 10% Convertible Debentures [Member]
Related Party Transaction [Line Items]
Number of shares isssued during the period					1,000,000
Third Party One [Member] | 10% Convertible Debentures [Member] | Warrant [Member]
Related Party Transaction [Line Items]
Number of common shares purchased					1,000,000
Purchase price (in dollars per share)		$ 0.10			$ 0.10
Warrant term					3 years

Derivative Liability and Fair37

Derivative Liability and Fair Value Measurements (Details)	12 Months Ended
	Dec. 31, 2016
Expected dividends	0.00%
Minimum [Member]
Expected terms (years)	1 month 28 days
Volatility	101.00%
Risk-free rate	0.36%
Maximum [Member]
Expected terms (years)	3 years 14 days
Volatility	139.00%
Risk-free rate	161.00%

Derivative Liability and Fair38

Derivative Liability and Fair Value Measurements (Details 1) - Stock Derivative [Member] - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Level 1 [Member]
Liabilities
Derivative liabilities - convertible debt and warrants
Level 2 [Member]
Liabilities
Derivative liabilities - convertible debt and warrants
Level 3 [Member]
Liabilities
Derivative liabilities - convertible debt and warrants	$ 1,014,192

Derivative Liability and Fair39

Derivative Liability and Fair Value Measurements (Details 2)	12 Months Ended
	Dec. 31, 2016USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value as of December 31, 2015
Additions recognized as debt discounts	741,583
Additions reclassified from equity	50,557
Additions recognized in equity financing	4,005
Reduction due to settlement upon conversion	(50,681)
Loss on change in fair value of derivatives	268,728
Fair value as of September 30, 2016	$ 1,014,192

Derivative Liability and Fair40

Derivative Liability and Fair Value Measurements (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Fair value of derivative liabilities	$ 1,014,192	$ 0
Gain on change in fair value of derivative liabilities	$ (268,728)	$ (78,680)

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Total property and equipment gross	$ 1,048,494	$ 1,040,984
Accumulated depreciation	(1,043,397)	(1,038,609)
Total property and equipment net	$ 5,097	2,375
Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life	5 years
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment gross	$ 915,280	908,086
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life	3 years
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment gross	$ 87,714	87,714
Useful life	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment gross	$ 45,500	$ 45,184
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life	5 years

Property and Equipment (Detai42

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,083	$ 20,795

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Total	$ 326,203	$ 1,501,074
Accumulated amortization	(319,513)	(319,413)
Net	6,690	1,181,661
Capitalized Software Development [Member]
Finite-Lived Intangible Assets [Line Items]
Total		1,174,972
Acquired Software [Member]
Finite-Lived Intangible Assets [Line Items]
Total	$ 304,003	303,902
Useful life	5 years
Customer List [Member]
Finite-Lived Intangible Assets [Line Items]
Total	$ 2,200	2,200
Useful life	5 years
Trademark [Member]
Finite-Lived Intangible Assets [Line Items]
Total	$ 5,000	5,000
Website [Member]
Finite-Lived Intangible Assets [Line Items]
Total	$ 15,000	$ 15,000
Useful life	5 years

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 0	$ 17,617
Software development	(246,184)	$ (541,300)
Priority Time Systems, Inc. [Member]
Finite-Lived Intangible Assets [Line Items]
Capitalized software costs wrote off	$ 1,421,155

Accounts Payable and Accrued 45

Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Payables and Accruals [Abstract]
Accounts payable	$ 2,613,942	$ 2,709,381
Accrued payroll	2,734,024	2,703,165
Accrued payroll tax and penalties	2,309,970	1,928,822
Accrued interest	3,371,112	2,424,178
Accrued taxes	598,684	499,102
Accrued liabilities - other	447,566	272,326
Accounts payable and accrued liabilities	$ 12,075,298	$ 10,536,974

Accounts Payable and Accrued 46

Accounts Payable and Accrued Expenses (Details Narrative) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Claim for payroll taxes	$ 2,309,970	$ 1,928,822
Internal Revenue Service (IRS) [Member]
Claim for payroll taxes	$ 1,200,000

Notes Payable and Convertible47

Notes Payable and Convertible Debts (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Long-term Debt [Roll Forward]
Repayments of third party notes	$ (113,699)	$ (132,848)
Amortization of debt discounts	648,339	80,864
Attorney fees added to note principal	3,500	20,000
Balance, end	6,161,387
Third Party [Member]
Long-term Debt [Roll Forward]
Balance, beginning	5,397,020	4,575,239
Repayments of third party notes	(113,699)	(132,848)
Borrowings from third parties	885,000	1,135,333
Stock issued for debt payments		(258,552)
Conversion of convertible debt principal to common stock	(74,297)
Debt discounts due to stock and warrants issued with debt	(872,196)	(190,985)
Amortization of debt discounts	627,542	80,864
Attorney fees added to note principal	3,500
Conversion of accrued interest to debt principal		188,552
Currency translation	275	(583)
Balance, end	$ 5,853,145	$ 5,397,020

Notes Payable and Convertible48

Notes Payable and Convertible Debts (Details 1) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Short-term Debt [Line Items]
Total notes payable to third parties	$ 4,953,717	$ 4,897,141
Current maturities	4,953,717	4,897,141
Long-term portion of notes payable to third parties
Unsecured Notes Payable [Member]
Short-term Debt [Line Items]
Total notes payable to third parties	1,830,377	1,770,103
Secured Notes Payable [Member]
Short-term Debt [Line Items]
Total notes payable to third parties	1,025,449	1,025,449
Secured Notes Payable One [Member]
Short-term Debt [Line Items]
Total notes payable to third parties	470,860	470,860
11% Secured Notes Payable [Member]
Short-term Debt [Line Items]
Total notes payable to third parties	$ 1,627,031	$ 1,630,729

Notes Payable and Convertible49

Notes Payable and Convertible Debts (Details 2) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Total convertible debentures	$ 899,428	$ 499,879
Current maturities	(899,428)	(499,879)
Long-term portion of convertible debentures
13% Convertible Debt [Member]
Total convertible debentures	30,000	30,000
10% Convertible Debentures [Member]
Total convertible debentures	$ 869,428	$ 469,879

Notes Payable and Convertible50

Notes Payable and Convertible Debts (Details 3) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Notes Payable [Abstract]
2,017	$ 6,516,172
2,018
2,019
2,020
2021+
Total notes payable	6,516,172
Unamortized discounts	(354,785)	$ 130,919
Notes payable, net of discounts	$ 6,161,387

Notes Payable and Convertible51

Notes Payable and Convertible Debts (Details Narrative) - USD ($)	Jan. 09, 2013	Mar. 31, 2016	Aug. 31, 2015	Jul. 31, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Debt discount amortized						$ 648,339	$ 80,864
Attorney fees						3,500	20,000
Notes payable						4,953,717	4,897,141
10% Unsecured Notes Payable [Member]
Notes payable default						1,570,368	1,560,103
11% Secured Notes Payable [Member]
Notes payable						1,627,031	1,630,729
Lakeshore Investments Llc [Member]
Payment of dividends						295,000	$ 125,000
Warrant [Member]
Number of cashless warrants							800,000
Common Stock And Warrants [Member]
Debt discount amortized						186,967	$ 161,735
Amortization expense						$ 105,597	$ 51,614
Maximum [Member] | Warrant [Member]
Warrant term							5 years
Minimum [Member] | Warrant [Member]
Warrant term							3 years
Ploinks, Inc [Member]
Debt face amount					$ 100,000
Number of shares issued during the period		5,000,000			1,000,000
Percentage of ownership						91.00%
NOW Solutions [Member]
Debt face amount	$ 1,759,150
Percentage of ownership						75.00%
Third Party Lender 3 [Member]
Number of shares issued during the period							6,500,000
Third Party Lender 3 [Member] | Warrant [Member]
Number of total warrants							800,000
Third Party Lender 3 [Member] | Maximum [Member]
Purchase price (in dollars per share)							$ 0.10
Third Party Lender 3 [Member] | Minimum [Member]
Purchase price (in dollars per share)							$ 0.05
Priority Time Systems, Inc. [Member]
Percentage of ownership						70.00%
SnAPPnet, Inc [Member]
Percentage of ownership						80.00%
Vertical Mountain Reservoir Corporation [Member]
Number of shares issued during the period					2,809,983
Vertical Mountain Reservoir Corporation [Member] | 10% Secured Notes Payable [Member]
Maturity date						2022-12
Description of collateral						Secured by stock pledges by MRC totaling 33,976,296 common shares.
Notes payable default						$ 1,025,449
Vertical Mountain Reservoir Corporation [Member] | 18% Secured Notes Payable [Member]
Maturity date							2024-12
Notes payable default							$ 310,449
Vertical Mountain Reservoir Corporation [Member] | 11% Secured Notes Payable [Member]
Maturity date						2012-12	2022-12
Notes payable default						$ 470,860	$ 470,860
Lakeshore Investments Llc [Member] | 11% Secured Notes Payable [Member]
Maturity date						2022-12
10% Convertible Debentures [Member]
Debt discount amortized						$ 354,785
Principal amount of debt converted						$ 70,787
Number of shares converted under a convertible note						5,914,783
Percentage of bearing interest						10.00%
10% Convertible Debentures [Member]
Debt face amount						$ 1,224,213
10% Convertible Debentures [Member] | Third Party One [Member]
Number of shares issued during the period							1,000,000
10% Convertible Debentures [Member] | Third Party One [Member] | Warrant [Member]
Warrant term							3 years
10% Convertible Debentures [Member]
Principal and interest payment						$ 82,001
Number of shares converted under a convertible note						5,914,783
10% Convertible Debentures [Member] | Third Party One [Member]
Debt face amount						$ 715,000
Description of convertible debt						Beginning six months after issuance of the respective debentures and provided that the lowest closing price of the common stock for each of the 5 trading days immediately preceding the conversion date has been $0.03 or higher, the holder of the respective debenture may convert the debenture into shares of common stock at a price per share of 80% of the average per share price of the Company’s common stock for the 5 trading days preceding the notice of conversion date using the 3 lowest closing prices.
Number of shares issued during the period						7,150,000
Principal amount of debt converted						$ 80,000
Number of shares converted under a convertible note						5,914,783
10% Convertible Debentures [Member] | Third Party One [Member] | Warrant [Member]
Warrant term						3 years
Purchase price (in dollars per share)						$ 0.10
Number of total warrants						7,150,000
11% Secured Lakeshore Note Due January 31, 2022 [Member]
Debt face amount	$ 1,759,150
Debt frequency of periodic payments	Monthly
Debt periodic payment	$ 24,232
Debt term	10 years
Description of collateral	Secured by the assets of the Company’s subsidiaries, NOW Solutions, Priority Time, SnAPPnet, Inc. (“SnAPPnet”) and the Company’s SiteFlash™ technology and cross-collateralized. Upon the aggregate principal payment of $290,000 toward the Lakeshore Note, the Company has the option to have Lakeshore release either the Priority Time collateral or the SiteFlash™ collateral. Upon payment of the aggregate principal of $590,000 toward the Lakeshore Note, Lakeshore shall release either the Priority Time collateral or the SiteFlash™ collateral (whichever is remaining). Upon payment of the aggregate principal of $890,000 toward the Lakeshore Note, Lakeshore shall release the SnAPPnet collateral and upon full payment of the Lakeshore Note, Lakeshore shall release the NOW Solutions collateral.
Percentage of Assignment of Interest in Gross Revenues Generated From Licenses of An Asset	8.00%
Percentage of advance on share of net income			60.00%
Number of shares issued for forbearance			7,000,000	13,000,000
Forbearance loss			$ 175,700	$ 455,000
11% Secured Lakeshore Note Due January 31, 2022 [Member] | Stage First Collateral [Member]
Principal payment collateral	$ 290,000
11% Secured Lakeshore Note Due January 31, 2022 [Member] | Stage Second Collateral [Member]
Principal payment collateral	590,000
11% Secured Lakeshore Note Due January 31, 2022 [Member] | Stage Third Collateral [Member]
Principal payment collateral	$ 890,000
11% Secured Lakeshore Note Due January 31, 2022 [Member] | Ploinks, Inc [Member]
Debt periodic payment			$ 500,000
Number of shares issued for forbearance			2,000,000	3,000,000
Number of shares to be purchased under an option			250
Purchase Price of Shares Under an Option			$ 950,000
11% Secured Lakeshore Note Due January 31, 2022 [Member] | NOW Solutions [Member]
Percentage of royalty on annual gross revenues	6.00%
Threshold annual gross revenues	$ 5,000,000
Percentage of Net Profits As Minority Owner								25.00%
Weekly advance periodic payment								$ 2,500
Attorney fees								40,000
Payments to employees and former consultant								80,000
11% Secured Lakeshore Note Due January 31, 2022 [Member] | SiteFlash [Member]
Percentage of Assignment of Interest in Gross Revenues Generated From Licenses of An Asset	5.00%
11% Secured Lakeshore Note Due January 31, 2022 [Member] | Priority Time Systems, Inc. [Member] | Lakeshore Investments Llc [Member]
Income (loss) attributable to noncontrolling interest								$ 391,920
Percentage of ownership								20.00%
11% Secured Lakeshore Note Due January 31, 2022 [Member] | SnAPPnet, Inc [Member] | Lakeshore Investments Llc [Member]
Income (loss) attributable to noncontrolling interest								$ 99,210
11% Secured Lakeshore Note Due January 31, 2022 [Member] | Lakeshore Investments Llc [Member]
Number of shares issued for forbearance				2,000,000
Forbearance loss				$ 54,200
11% Secured Lakeshore Note Due January 31, 2022 [Member] | Convertible Debentures [Member] | Lakeshore Investments Llc [Member]
Aggregate forbearance fees				$ 15,000
10%-12% Unsecured Notes Payable [Member] | Third Party Lender 2 [Member]
Debt face amount							$ 555,333
Repayment of debt							132,848
10% Convertible Debentures [Member] | Third Party Lender 2 [Member]
Debt face amount							$ 580,000
Description of convertible debt							Beginning six months after issuance of the respective debenture, the holder of the debenture may convert the debenture into shares of common stock at a price per share of either (a) 80% of the average per share price of the Company’s common stock for the 5 trading days preceding the notice of conversion date using the 3 lowest closing prices or (b) 75% of the average per share closing bid price of the Company’s common stock during the 10 trading days prior to the notice of conversion date using the lowest 5 closing bid prices per share (which shall not be lower than $0.03 per share).
Number of total warrants							5,800,000
Number of cashless warrants							800,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Current
Federal	$ 73,016
State
Foreign	13,362	(571,980)
Current Foreign Tax Expense (Benefit)	$ 86,378	$ (571,980)

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Net operating loss carry-forward	$ 10,255,000	$ 8,331,000
Reserves	512,000	537,000
Accrued vacation	38,000	37,000
Deferred compensation	892,000	882,000
Deferred revenue	610,000
Deferred Tax Assets, Gross	12,307,000	9,787,000
Valuation allowance	(12,307,000)	(9,787,000)
Deferred Tax Assets, Net

Income Taxes (Details 2)

Income Taxes (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
U.S. federal income tax expense at statutory rates	$ (1,852,199)	$ (1,113,702)
Permanent differences	5,719	553,709
Settlement of foreign income tax		(581,622)
Foreign income tax expense	13,362	9,642
Change in valuation allowance	1,919,496	559,993
Income tax expense (benefit)	$ 86,378	$ (571,980)

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Operating loss carryforwards	$ 20,600,000	$ 24,000,000
Net operating loss expiration year	2,031
NOW Solutions [Member]
Operating loss carryforwards	$ 281,000	281,000
Income tax provision	$ 86,378	$ 571,980

Common and Preferred Stock (Det

Common and Preferred Stock (Details Narrative) - USD ($)	1 Months Ended						12 Months Ended
	Jun. 30, 2016	May 31, 2016	Apr. 30, 2016	Mar. 31, 2016	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Jan. 09, 2013
Common stock, authorized							2,000,000,000	2,000,000,000
Common stock, par value (in dollars per share)							$ 0.00001	$ 0.00001
Common stock, issued							1,167,841,439	1,114,601,656
Common stock, outstanding							1,127,841,439	1,084,601,656
Common stock voting rights							O ne vote on each matter submitted to a vote.
Number of shares held in treasury							40,000,000	30,000,000
Number of shares granted during the period to employees								2,250,000
Value of shares granted during the period to employees								$ 54,750
Dividends applicable to preferred stock							$ 592,472	588,000
Dividend payable							9,488,184	8,895,712
Allocated Share-based Compensation Expense								$ 19,616
Debt vesting period								3 years
Number of shares issued for forbearance								36,500,000
Fair value of stock issued for forbearance								$ 1,050,900
Loss on debt extinguishment							35,969	(393,301)
Accrued principal and interest								$ 482,612
Number of shares non vested								2,250,000
Debt discount due to shares and warrants issued with debt							114,413	$ 211,783
Derivative liabilities							1,014,192	0
Loss on derivative liabilities							(268,728)	(78,680)
Attorney fees							3,500	20,000
Amortization of debt discounts							648,339	80,864
Unamortized discounts							(354,785)	130,919
Cancellation amount of debt							113,699	132,848
Amortization of restricted stock awards							307,973	$ 19,616
Restricted Stock [Member]
Amortization of restricted stock awards							0
Warrant [Member]
Number of cashless warrants								800,000
Number of common shares purchased								6,800,000
Fair value of warrant								$ 82,904
Warrant [Member] | Minimum [Member]
Warrant term								3 years
Intrinsic value of the exercisable warrants								$ 0.05
Warrant [Member] | Maximum [Member]
Warrant term								5 years
Intrinsic value of the exercisable warrants								$ 0.10
Weber Notes [Member]
Debt face amount					$ 735,400
Number of shares held in treasury					20,000,000
Number of shares isssued during the period					10,000,000
Third Party Noteholder [Member]
Loss on debt extinguishment							1,531
Fair value of stock issued for deferrment of unpaid payroll and fees for services		$ 35,969
Number of shares issued in lieu of payment		1,500,000
Fair value of stock issued in lieu of payment		$ 37,500
10% Convertible Debentures [Member]
Principal amount							$ 80,000
Number of shares converted into common shares							5,914,783
Principal and interest payment							$ 82,001
Series A Preferred Stock [Member]
Preferred stock, dividend rate							4.00%	4.00%
Preferred stock, authorized							250,000	250,000
Preferred stock, issued							51,500	48,500
Preferred stock, outstanding							51,500	48,500
Preferred stock voting rights							Entitled to vote on an as-converted basis with the holders of common stock and entitled to 500 votes per share.
Number of common shares issued on conversion							500
Preferred stock liquidation preference (in dollars per share)							$ 200
Dividends applicable to preferred stock							$ 592,472	$ 588,000
Series B Preferred Stock [Member]
Preferred stock, dividend rate							10.00%	10.00%
Preferred stock, authorized							375,000	375,000
Preferred stock, issued							7,200	7,200
Preferred stock, outstanding							7,200	7,200
Preferred stock voting rights							N ot entitled to vote.
Number of common shares issued on conversion							3.788
Redemption amount (in dollars per share)							$ 6.25
Amount of redemption							$ 45,000
Series C Preferred Stock [Member]
Preferred stock, dividend rate							4.00%	4.00%
Preferred stock, authorized							200,000	200,000
Preferred stock, issued							50,000	50,000
Preferred stock, outstanding							50,000	50,000
Preferred stock voting rights							N ot entitled to vote.
Number of common shares issued on conversion							400
Preferred stock liquidation preference (in dollars per share)							$ 100
Description of conversion							H older of 37,500 shares waived the conversion rights associated with these shares pursuant to an agreement in 2010.
Dividends applicable to preferred stock							$ 592,472
Series D Preferred Stock [Member]
Preferred stock, dividend rate							15.00%	15.00%
Preferred stock, authorized							300,000	300,000
Preferred stock, issued							25,000	25,000
Preferred stock, outstanding							25,000	25,000
Preferred stock voting rights							N ot entitled to vote.
Number of common shares issued on conversion							3.788
Redemption amount (in dollars per share)							$ 6.25
Amount of redemption							$ 156,250
Unregistered Common Stock [Member] | Warrant (Purchase Price of $0.20 per share) [Member] | Third Party Subscriber [Member]
Warrant term							2 years
Number of shares that may be purchased under warrants							450,000
Unregistered Common Stock [Member] | Warrant (Purchase Price of $0.10 per share) [Member] | Third Party Subscriber [Member]
Warrant term							2 years
Number of shares that may be purchased under warrants							450,000
Unregistered Common Stock [Member] | Warrant [Member] | Third Party Subscriber [Member]
Fair value stock issued							$ 4,005
Common Stock [Member]
Number of shares granted during the period to employees							7,175,000
Number of shares issued for forbearance								36,500,000
Fair value of stock issued for forbearance								$ 365
Number of shares issued for services (in shares)							3,000,000
Amortization of restricted stock awards
Number of shares converted into common shares							5,914,783
Common Stock And Warrants [Member]
Fair value of warrant							$ 72,554
Fair value stock issued							114,413
Amortization of debt discounts							$ 186,967	161,735
Employees And Consultant [Member] | Restricted Stock [Member]
Number of shares non vested							13,125,000
Employees [Member] | Unregistered Common Stock [Member]
Number of shares cancelled							200,000
Forfeited restricted stock award compensation							$ (1,145)
Mr. William Mills [Member]
Number of shares issued in lieu of payment		5,000,000
Fair value of stock issued in lieu of payment		$ 100,000
Fees accrued for services rendered		$ 100,000
Non Employees [Member] | Restricted Stock [Member]
Number of shares non vested							100,000
Restricted Stock Agreements [Member] | Unregistered Common Stock [Member]
Number of shares granted during the period to employees							7,175,000
Stock compensation expense							$ 229,223
Aggregate fair market value							$ 361,365
Restricted Stock Agreements [Member] | Employees And Consultant [Member] | Unregistered Common Stock [Member]
Number of shares that may be issued for services							18,250,000
Restricted Stock Agreements [Member] | Consultant [Member] | Unregistered Common Stock [Member] | Minimum [Member]
Debt vesting period	6 months
Restricted Stock Agreements [Member] | Consultant [Member] | Unregistered Common Stock [Member] | Maximum [Member]
Debt vesting period	30 months
Employees Agreement [Member] | Employee and Former Employee [Member] | Unregistered Common Stock [Member]
Number of shares issued to defer payroll	3,500,000
Fair value of stock issued for deferrment of unpaid payroll and fees for services	$ 78,750
Subscription Agreements [Member] | Series A Preferred Stock [Member] | Third Party Subscriber [Member]
Number of shares isssued during the period							3,000
Fair value stock issued							$ 366,499
Description of conversion terms							Each share of VCSY Series A Preferred Stock is convertible into 500 shares of the Company’s common stock.
Amount of financing raised							$ 600,000
Subscription Agreements [Member] | Common Stock [Member] | Third Party Subscriber [Member]
Number of shares isssued during the period							6,000,000
Fair value stock issued							$ 229,496
Ploinks, Inc [Member]
Debt face amount						$ 100,000
Number of shares held in treasury				10,000,000
Number of shares isssued during the period				5,000,000		1,000,000
Ploinks, Inc [Member] | Third Party One [Member]
Amortization of debt discounts							$ 16,200
Number of shares granted							150,000
Ploinks, Inc [Member] | Third Party One [Member] | Convertible Debentures [Member]
Principal amount							$ 500,000
Ploinks, Inc [Member] | Restricted Stock Agreements [Member] | Employee [Member] | Unregistered Common Stock [Member]
Number of shares cancelled							133,334
Ploinks, Inc [Member] | Restricted Stock Agreements [Member] | Employees And Consultant [Member] | Unregistered Common Stock [Member]
Number of shares vested							2,332,001
Ploinks, Inc [Member] | Restricted Stock Agreements [Member] | Employees And Consultant [Member] | Unregistered Common Stock [Member]
Stock compensation expense							$ 264,227
Number of shares granted							4,286,000
Vesting period							3 years
Aggregate fair market value							$ 462,888
Ploinks, Inc [Member] | Restricted Stock Agreements [Member] | Employees [Member] | Unregistered Common Stock [Member]
Stock compensation expense							$ 70,800
Number of shares granted							1,000,000
Vesting period							3 years
Aggregate fair market value							$ 108,000
Ploinks, Inc [Member] | Subscription Agreements [Member] | Warrant [Member] | Third Party Subscriber [Member]
Fair value of warrant							$ 4,005
Ploinks, Inc [Member] | Subscription Agreements [Member] | Common Stock [Member] | Third Party Subscriber [Member]
Number of shares isssued during the period							300,000
Fair value stock issued							$ 3,416
Lakeshore Investments Llc [Member] | Mr. Valdetaro [Member]
Number of shares isssued during the period						1,000,000
Fair value stock issued						$ 38,000
Number of shares transferred						1,000,000
Loss on derivative liabilities						$ (26,000)
Vertical Mountain Reservoir Corporation [Member]
Number of shares isssued during the period						2,809,983
Fair value stock issued							$ 112,399	112,399
Number of shares transferred						1,000,000
Number of shares isssued for pledge						1,309,983
Number of shares converted wrongfully						500,000	500,000
Derivative liabilities								92,399
Loss on derivative liabilities								(64,680)
Stock reimbursement expense								20,000
Third Party Lender One [Member]
Debt face amount								$ 745,333
Number of shares isssued during the period								9,000,000
Fair value stock issued							$ 66,550
Number of shares issued for services (in shares)							3,000,000
Third Party One [Member]
Number of shares issued for accrued interest and loan principal								35,556,522
Fair value of shares issued for accrued interest and loan principal								$ 895,913
Third Party One [Member] | 10% Convertible Debentures [Member]
Debt face amount							$ 715,000
Number of shares isssued during the period							7,150,000
Number of shares converted into common shares							5,914,783
Third Party One [Member] | 10% Convertible Debentures [Member] | Warrant [Member]
Warrant term							3 years
NOW Solutions [Member]
Debt face amount									$ 1,759,150
NOW Solutions [Member] | Third Party Noteholder [Member]
Debt face amount			$ 213,139
Loss on debt extinguishment							$ 37,500
Number of shares cancelled				1,000,000
Number of shares issued in lieu of payment			5,000,000
Fair value of stock issued in lieu of payment			$ 92,500
Principal amount				$ 715,000
Cancellation amount of debt			$ 130,000
Additional penalty				10,000
Monthly payment in lieu of shares cancelled				$ 22,000
Various Third Party Lenders [Member] | 10% Convertible Debentures [Member]
Principal amount							$ 715,000
Various Third Party Lenders [Member] | Unregistered Common Stock [Member] | 10% Convertible Debentures [Member] | Warrant [Member]
Warrant term							3 years
Intrinsic value of the exercisable warrants							$ 0.10
Number of shares that may be purchased under warrants							7,150,000
Various Third Party Lenders [Member] | Common Stock [Member] | 10% Convertible Debentures [Member]
Stock price condition before converting convertible debt into stock							The lowest closing price of the common stock for each of the 5 trading days immediately preceding the conversion date has been $0.03 or higher.
Description of conversion terms							The holder of the debenture may convert the debenture into shares of common stock at a price per share of 80% of the average per share price of the Company’s common stock for the 5 trading days preceding the notice of conversion date using the 3 lowest closing prices.
Number of shares that may be purchased under warrants							7,150,000

Option and Warrant Activity (De

Option and Warrant Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights [Roll Forward]
Balance at beginning	6,800,000
Options/Warrants granted	8,050,000	6,800,000
Options/Warrants exercised
Options/Warrants expired/cancelled
Balance at ending	14,850,000	6,800,000
Class of Warrant or Right, Exercise Price of Warrants or Rights [Roll Forward]
Balance at beginning	$ 0.091
Options/Warrants granted	0.106	0.091
Options/Warrants exercised
Options/Warrants expired/cancelled
Balance at ending	$ 0.100	$ 0.091
Incentive Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Balance at beginning
Options/Warrants granted
Options/Warrants exercised
Options/Warrants expired/cancelled
Balance at ending
Non-Statutory Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Balance at beginning
Options/Warrants granted
Options/Warrants exercised
Options/Warrants expired/cancelled
Balance at ending

Option and Warrant Activity (58

Option and Warrant Activity (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Option And Warrant Activity Details Narrative
Weighted average remaining life of outstanding warrants	2 years 5 months 23 days	2 years 8 months 23 days
Intrinsic value of exercisable warrants (in dollars per share)	$ 0.0220	$ 0.0220

Commitments and Contingencies59

Commitments and Contingencies (Details)	Dec. 31, 2016USD ($)
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2,017	$ 82,649
2,018	61,027
2,019
2,020
2,021
Total	$ 143,676

Commitments and Contingencies60

Commitments and Contingencies (Details Narrative) - USD ($)	Apr. 12, 2017	Feb. 13, 2017	Aug. 05, 2012	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2011	Jun. 30, 2016	Jun. 30, 2012	Jan. 09, 2013
Loss Contingencies [Line Items]
Rent expenses				$ 106,208	$ 97,917
Royalties paid				7,405	$ 9,659
Potential Cumulative Bonus				3,816,659
Employees Agreement [Member] | Employee and Former Employee [Member]
Loss Contingencies [Line Items]
Value of new issues during period				$ 78,750
Number of shares isssued during the period				3,500,000
Percentage of assignment of interest in gross revenues generated from licenses of an asset				20.00%
Amount of accrued payroll								$ 1,652,113
Amount of accrued payroll and consulting fees							$ 883,190
NOW Solutions [Member]
Loss Contingencies [Line Items]
Debt face amount									$ 1,759,150
Subsequent Event [Member] | NOW Solutions [Member]
Loss Contingencies [Line Items]
Damages sought, value	$ 282,299
Subsequent Event [Member] | 10% Convertible Debentures [Member] | Parker Mills, LLP [Member]
Loss Contingencies [Line Items]
Value of new issues during period		$ 100,000
Interest rate		12.00%
Subsequent Event [Member] | One Promissory Note [Member] | NOW Solutions [Member]
Loss Contingencies [Line Items]
Debt face amount	$ 150,000
Debt issue date	Nov. 17, 2009
Subsequent Event [Member] | Two Promissory Note [Member] | NOW Solutions [Member]
Loss Contingencies [Line Items]
Debt face amount	$ 50,000
Debt issue date	Aug. 28, 2014
Litigation Case Against InfiniTek Corporation [Member]
Loss Contingencies [Line Items]
Litigation settlement amount			$ 82,500			$ 82,500
Loss contingency accrual payments						$ 37,500

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended		4 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Apr. 24, 2017
Ploinks, Inc [Member]
Subsequent Event [Line Items]
Number of shares issued during period	5,000,000	1,000,000
Debt face amount		$ 100,000
Subsequent Event [Member] | Employees And Consultant [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Number of shares vested			550,000
Subsequent Event [Member] | Third Party One [Member]
Subsequent Event [Line Items]
Debt face amount			$ 80,000
Principal and interest payment			$ 10,000
Number of shares converted into common shares			723,089
Subsequent Event [Member] | Third Party One [Member] | Employees [Member]
Subsequent Event [Line Items]
Number of shares issued during period			3,000,000
Subsequent Event [Member] | Ploinks, Inc [Member] | Employees And Consultant [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Number of shares vested			200,001