Vertical Computer Systems (VCSY) 10-K 10 May 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	May 10, 2018	Jun. 30, 2017
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, 2017
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			$ 14,934,781
Entity Common Stock, Shares Outstanding		1,148,415,201
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 62,084	$ 190,448
Accounts receivable, net of allowance for bad debts of $234,439 and $139,705	349,002	367,278
Prepaid expenses and other current assets	5,312	10,355
Total current assets	416,398	568,081
Property and equipment, net of accumulated depreciation of $1,044,936 and $1,043,397	9,211	5,097
Intangible assets, net of accumulated amortization of $319,504 and $319,513	6,690	6,690
Deposits and other assets	8,037	8,064
Total assets	440,336	587,932
Current liabilities:
Accounts payable and accrued liabilities	14,122,394	12,075,298
Accounts payable to related parties	148,760	139,546
Deferred revenue	1,752,421	1,794,264
Derivative liabilities	159,537	1,014,192
Convertible debentures, net of unamortized discounts of $75,705 and $354,785	1,164,295	899,428
Notes payable	3,775,703	4,953,717
Notes payable and convertible debt to related parties	308,242	308,242
Total current liabilities	21,431,352	21,184,687
Non-current portion - notes payable	2,158,140
Total liabilities	23,589,492	21,184,687
Convertible Cumulative Preferred stock	10,457,209	10,268,523
Stockholders' Deficit
Common stock: $0.00001 par value, 2,000,000,000 shares authorized, 1,188,095,201 issued and 1,148,095,201 outstanding as of December 31, 2017 and 2,000,000,000 shares authorized, 1,167,841,439 issued and 1,127,841,439 outstanding as of December 31, 2016	11,883	11,679
Treasury stock: 40,000,000 shares as of December 31, 2017 and 40,000,000 shares as of December 31, 2016	(400)	(400)
Additional paid-in capital	24,609,424	23,672,153
Accumulated deficit	(58,087,916)	(55,017,675)
Accumulated other comprehensive income - foreign currency translation	339,051	424,996
Total Vertical Computer Systems, Inc. stockholders' deficit	(33,127,958)	(30,909,247)
Non-controlling interest	(478,407)	43,969
Total stockholders' deficit	(33,606,365)	(30,865,278)
Total liabilities and stockholders' deficit	440,336	587,932
Series A 4% Convertible Cumulative Preferred Stock [Member]
Current liabilities:
Convertible Cumulative Preferred stock	10,255,185	10,066,499
Series B 10% Convertible Cumulative Preferred stock [Member]
Current liabilities:
Convertible Cumulative Preferred stock	246	246
Series C 4% Convertible Cumulative Preferred stock [Member]
Current liabilities:
Convertible Cumulative Preferred stock	200,926	200,926
Series D 15% Convertible Cumulative 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, 2017	Dec. 31, 2016
Allowance for bad debts	$ 234,439	$ 139,705
Accumulated depreciation, property and equipment	1,044,936	1,043,397
Accumulated amortization	319,504	319,513
Unamortized discounts	$ 75,705	$ 354,785
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	1,188,095,201	1,167,841,439
Common stock, outstanding	1,148,095,201	1,127,841,439
Treasury stock	40,000,000	40,000,000
Series A 4% Convertible Cumulative 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	52,800	51,500
Preferred stock, outstanding	52,800	51,500
Series B 10% Convertible Cumulative 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 4% Convertible Cumulative 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 15% Convertible Cumulative 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, 2017	Dec. 31, 2016
Revenues:
Licensing and software	$ 811	$ 19,290
Software maintenance	3,137,950	3,235,281
Consulting services	214,343	279,517
Cloud-based offering	395,339	281,080
Other	21,883	12,507
Total Revenues	3,770,326	3,827,675
Cost of Revenues	(1,574,645)	(1,524,853)
Gross Profit	2,195,681	2,302,822
Operating Expenses:
Selling, general and administrative expenses	4,311,088	3,871,572
Depreciation and amortization	1,453	1,083
Bad debt expense	93,757	98,896
Impairment of software costs		1,421,155
Total operating expenses	4,406,298	5,392,706
Operating loss	(2,210,617)	(3,089,884)
Other Income (Expense):
Gain (loss) on derivative liabilities	879,780	(268,728)
Forbearance fees	(12,000)	(58,500)
Gain (loss) on extinguishment of debt	(128,250)	35,969
Interest income	21	53
Interest expense	(1,819,147)	(1,998,762)
Net loss before non-controlling interest and income tax benefit	(3,290,213)	(5,379,852)
Income tax expense	11,876	86,378
Net loss before non-controlling interest	(3,302,089)	(5,466,230)
Net loss attributable to non-controlling interest	231,848	188,479
Net loss attributable to Vertical Computer Systems, Inc.	(3,070,241)	(5,277,751)
Dividends applicable to preferred stock	(616,667)	(592,472)
Net loss available to common stockholders	$ (3,686,908)	$ (5,870,223)
Basic and diluted loss per share (in dollars per share)	$ 0	$ (0.01)
Basic and diluted weighted average common shares outstanding (in shares)	1,137,125,217	1,106,272,758
Comprehensive loss:
Net loss	$ (3,302,089)	$ (5,466,230)
Translation adjustments	(85,945)	(133,672)
Comprehensive loss	(3,388,034)	(5,599,902)
Comprehensive loss attributable to non-controlling interest	231,848	188,479
Comprehensive loss attributable to Vertical Computer Systems, Inc.	$ (3,156,186)	$ (5,411,423)

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 Income [Member]	Non-controlling Interest [Member]	Total
Balances, in beginning at Dec. 31, 2015	$ 11,147	$ (300)	$ 22,252,823	$ (49,739,924)	$ 558,668	$ 566,571	$ (26,351,015)
Balances, in beginning (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				229,223
Shares issued for vested restricted stock awards	$ 72		(72)
Shares issued for vested restricted stock awards (in shares)	7,175,000
Shares issued for conversion of convertible debt	$ 59		81,942				82,001
Shares issued for conversion of convertible debt (in shares)	5,914,783
Settlement of derivative liability upon conversion of debt			50,681				50,681
Shares issued to employees	$ 35		78,715				78,750
Shares issued to employees (in shares)	3,500,000
Issuance of subsidiary shares for services			370,734			(35,707)	335,027
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
Other comprehensive income translation adjustment					(133,672)		(133,672)
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)
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 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)
Dividends paid by subsidiary to non-controlling interest						(295,000)	(295,000)
Issuance of subsidiary shares for debt extension			16,200				16,200
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)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Amortization of restricted stock awards			116,180				116,180
Shares issued for vested restricted stock awards	$ 68		(68)
Shares issued for vested restricted stock awards (in shares)	6,665,000
Shares issued for conversion of convertible debt	$ 17		22,404				22,421
Shares issued for conversion of convertible debt (in shares)	1,688,762
Shares issued for convertible debt	$ 11		12,281				12,292
Shares issued for convertible debt (in shares)	1,100,000
Settlement of derivative liability upon conversion of debt			19,566				19,566
Shares issued to employees	$ 40		84,760				84,800
Shares issued to employees (in shares)	4,000,000
Issuance of subsidiary shares for services			306,609			(27,127)	279,482
Shares and subsidiary shares issued for equity subscriptions	$ 26		72,284			(1,570)	70,740
Shares and subsidiary shares issued for equity subscriptions (in shares)	2,600,000
Other comprehensive income translation adjustment					(85,945)		(85,945)
Forfeited restricted stock awards
Dividends paid by subsidiary to non-controlling interest
Dividends declared but unpaid to non-controlling interest holders						(250,000)	(250,000)
Issuance of subsidiary shares for debt extension			150,161			(8,005)	142,156
Shares issued for debt extinguishment	$ 25		35,375				35,400
Shares issued for debt extinguishment (in shares)	2,500,000
Subsidiary shares issued for debt extinguishment			96,676			(3,826)	92,850
Issuance of shares for services	$ 17		21,043				21,060
Issuance of shares for services (in shares)	1,700,000
Net loss				(3,070,241)		(231,848)	(3,302,089)
Balances, ending at Dec. 31, 2017	$ 11,883	$ (400)	$ 24,609,424	$ (58,087,916)	$ 339,051	$ (478,407)	$ (33,606,365)
Balances, ending (in shares) at Dec. 31, 2017	1,188,095,201	(40,000,000)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net loss	$ (3,302,089)	$ (5,466,230)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (gain) on extinguishment of debt and accrued interest	128,250	(35,969)
Depreciation and amortization	1,453	1,083
Amortization of restricted stock awards	116,180	307,973
Amortization of subsidiary restricted stock awards	279,482	335,027
Amortization of debt discounts	478,398	648,339
(Gain) loss on derivatives	(879,780)	268,728
Common shares issued for services	21,060	66,550
Impairment of software development costs		1,421,155
Common shares issued to employees	84,800
Bad debt expense	93,757	98,896
Forfeited restricted stock awards		(1,145)
Changes in operating assets and liabilities:
Accounts receivable	(66,584)	(79,856)
Prepaid expense and other assets	4,909	47,024
Accounts payable and accrued liabilities	2,459,144	1,665,678
Accounts payable to related parties	9,214	131,167
Deferred revenue	(113,871)	104,825
Net cash used in operating activities	(685,677)	(486,755)
Cash flows from investing activities:
Software development		(246,184)
Purchase of equipment	(5,568)	(3,805)
Net cash used in investing activities	(5,568)	(249,989)
Cash flows from financing activities:
Payments of notes payable	(44,705)	(113,699)
Payments of convertible notes payable	(115,000)
Borrowings on notes payable	370,500	170,000
Borrowings on convertible debentures	110,000	715,000
Issuance of stock subscriptions	260,000	600,000
Dividends paid by subsidiary to non-controlling interest		(295,000)
Bank overdraft		(52)
Net cash provided by financing activities	580,795	1,076,249
Effect of changes in exchange rates on cash	(17,914)	(186,198)
Net decrease in cash	(128,364)	153,307
Cash, beginning of period	190,448	37,141
Cash, end of period	62,084	190,448
Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	34,259	182,618
Cash paid for income taxes
Non-cash Investing and Financing Activities:
Common shares issued for vested restricted stock	68	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	22,421	82,001
Common stock issued for settlement of derivative liabilities	19,566
Common stock issued for settlement of note principal		130,000
Debt discount due to derivative liabilities	44,240	741,583
Debt discount due to subsidiary shares issued for debt extensions	142,156	16,200
Debt discount due to shares issued with debt	12,292
Reclassification of warrants as derivative liabilities		50,557
Accrued interest capitalized into debt principal	414,364
Settlement of derivative due to conversion		50,681
Restricted stock cancelled		10
Subsidiary dividends owed to noncontrolling interest declared and capitalized to note principal	250,000
Promissory note modified to convertible note	$ 10,000

Organization, Basis of Presenta

Organization, Basis of Presentation and Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
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,” “Vertical”, 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”), an 80% owned subsidiary, Ploinks, Inc. (“Ploinks”), an 88% 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 63% in Canada and 37% in the US. Receivables arising from sales of the Company’s products are not collateralized. As of December 31, 2017, three customers represented approximately 91% (42%, 37%, and 12%) of accounts receivable. As of December 31, 2016, two customers represented approximately 71% (40% and 31%) 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, 2017 and 2016, the company capitalized $0 and $246,184, 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. 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. 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 $234,439 and $139,705 as of December 31, 2017 and 2016, 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 asset for unrecognized tax benefits was recorded as of December 31, 2017 and 2016. 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, 2017 Year Ended December 31, 2016 Net Loss Shares Per Share Net Loss Shares Per Share Basic and Diluted EPS $ (3,686,908 ) 1,137,125,217 $ (0.00 ) $ (5,870,223 ) 1,106,272,758 $ (0.01 ) As of December 31, 2017 and 2016, 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 In February 2016, the FASB issued ASU No. 2016-02,” Leases” (Topic 842) which includes a lessee accounting model that recognizes two types of leases - finance leases and operating leases. The standard requires that a lessee recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or an operating lease. New disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases are also required. These disclosures include qualitative and quantitative requirements, providing information about the amounts recorded in the financial statements. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the effect its adoption of this standard, if any, on our consolidated financial position, results of operations or cash flows. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, to clarify certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted. The effective date and transition requirements for these amendments are for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein, and that would also permit public entities to elect to adopt the amendments as of the original effective date as applicable to reporting periods beginning after December 15, 2016. The new guidance allows for the amendment to be applied either retrospectively to each prior reporting period presented or retrospectively as a cumulative-effect adjustment as of the date of adoption. The Company adopted the standard on January 1, 2018 and does not anticipate this amendment will have a material impact on its consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. The amendments are effective for fiscal years beginning after December15, 2017 and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in an interim period. The Company adopted the standard on January 1, 2018 and does not anticipate this amendment will have a material impact on its consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. The ASU was issued to address the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The ASU, among other things, eliminates the need to consider the effects of down round features when analyzing convertible debt, warrants and other financing instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The amendments are effective for fiscal years beginning after December 15, 2018 and should be applied retrospectively. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effect its adoption of this standard, if any, on our consolidated financial position, results of operations or cash flows.

Going Concern Uncertainty

Going Concern Uncertainty	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern Uncertainty	Note 2. Going Concern Uncertainty The accompanying consolidated financial statements for 2017 and 2016 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, 2017, the Company had negative working capital of approximately $21.0 million and defaulted on several of its debt obligations. The company also incurred net losses in 2017 and 2016. 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, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Note 3. Related Party Transactions 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. The deferral period ended on December 31, 2017 at which time payroll claims of approximately $1,118,561 for salary earned from 2012 to December 31, 2017 and $1,652,113 for salary earned from 2001 to 2012, remained 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, 2017 as this contingent liability is considered remote. Cumulative bonus interest through December 31, 2017 is $4,435,576. As of December 31, 2017 and 2016, the Company had accounts payable to related parties in an aggregate amount of $148,760 and $139,546, respectively. Related Party Notes Payable December 31, 2017 2016 Notes payable bearing interest at 10% to 15% per annum. Of these notes payable $208,242 and $208,242 were in default at December 31, 2017 and 2016, respectively. $ 208,242 $ 208,242 Convertible debenture bearing interest at 10% per annum, due one year from date of issuance. $ 100,000 $ 100,000 Total notes payable to related parties 308,242 308,242 Current maturities (308,242 ) (308,242 ) Long-term portion of notes payable to related parties $ — $ — The following table reflects our related party debt activity for the years ended December 31, 2017 and 2016: 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 December 31, 2017 $ 308,242

Derivative Liabilities and Fair

Derivative Liabilities and Fair Value Measurements	12 Months Ended
	Dec. 31, 2017
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 years ended December 31, 2017 and 2016, 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 2016 and 2017 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, 2017, the aggregate change in the fair value of derivative liabilities was a gain of $879,780. For the year ended December 31, 2016, the aggregate change in the fair value of derivative liabilities was a loss of $268,728. 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 2017: 2017 Expected dividends 0% Expected terms (years) 0.16 – 3.04 Volatility 101% - 139% Risk-free rate 0.36% - 1.61% 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, 2017 and December 31, 2016: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of December 31, 2017: Liabilities Derivatives $ — $ — $ 159,537 As of December 31, 2016: Liabilities Derivatives $ — $ — $ 1,014,192 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, 2017 and 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 Additions recognized as debt discounts 44,240 Additions recognized in equity financing 451 Reduction due to settlement upon conversion (19,566 ) Gain on change in fair value of derivatives (879,780 ) Fair value as of December 31, 2017 $ 159,537

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 5. Property and Equipment Property and equipment consist of the following as of December 31, 2017 and 2016: 2017 2016 Equipment (3-5 year life) $ 920,963 $ 915,280 Leasehold improvements (5 year life) 87,714 87,714 Furniture and fixtures (3-5 year life) 45,470 45,500 Total 1,054,147 1,048,494 Accumulated depreciation (1,044,936 ) (1,043,397 ) $ 9,211 $ 5,097 Depreciation expense for 2017 and 2016 was $1,453 and $1,083, respectively.

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 6. Intangible Assets Intangible assets consisted of the following as of December 31, 2017 and 2016: 2017 2016 Acquired software (5-year life) $ 303,994 $ 304,003 Customer list (5-year life) 2,200 2,200 Trademark 5,000 5,000 Website (5-year life) 15,000 15,000 Total 326,194 326,203 Accumulated amortization (319,504 ) (319,513 ) $ 6,690 $ 6,690 Amortization expense for 2017 and 2016 was $0 and $0, respectively. During 2017, the Company did not capitalize any costs related to software development. 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.

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2017
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: 2017 2016 Accounts payable $ 2,847,404 $ 2,613,942 Accrued payroll 3,205,759 2,734,024 Accrued payroll tax and penalties 2,911,718 2,309,970 Accrued interest 4,236,038 3,371,112 Accrued taxes 511,966 598,684 Accrued liabilities - other 409,509 447,566 $ 14,122,394 $ 12,075,298 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 $1.5 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, 2017
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, 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 Repayments of third party notes (159,705 ) Borrowings from third parties 480,500 Conversion of convertible debt principal to common stock (19,213 ) Debt discounts due to parent stock and warrants and subsidiary stock issued with debt and derivative liabilities from convertible debt (198,688 ) Amortization of debt discounts 478,398 Subsidiary dividends to noncontrolling interest added to note principal 250,000 Accrued interest added to note principal 414,364 Currency translation (663 ) December 31, 2017 $ 7,098,138 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. During the year ended December 31, 2017, the Company issued convertible debentures in the principal amount of $110,000 to third party lenders for loans made to the Company in the same amount. 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 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 loan, the Company also issued a total of 1,100,000 shares of common stock of the Company to the lender with the Rule 144 restrictive legend and 3-year warrants under which each lender may purchase in aggregate a total of 1,100,000 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 $12,292 and $5,098 against the face value of the loan 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 a derivative liability. During the year ended December 31, 2017, $22,421 of principal, interest and legal fees under a convertible note issued in the principal amount of $90,000 (as amended) was converted into 1,688,762 common shares. In May 2017, the Company amended this convertible note which was originally issued to a third-party lender in the principal amount of $80,000 to $90,000 and cancelled a $10,000 note payable issued to the same third-party lender. This convertible note has been paid in full. During the year ended December 31, 2017, the Company made payments of $126,500 of principal and interest due under 3 convertible debentures in the principal amount of $115,000 issued by the Company to a third-party lender. These convertible debentures have been paid in full. During the year ended December 31, 2017, the Company granted a total of 651,700 shares of the common stock of Ploinks, Inc. to third party lenders in connection with a series of 3 and 6-month extensions of convertible debentures in the aggregated principal amount of $1,200,000 issued in 2015 and 2016. The aggregate fair market value of the awards was determined to be $142,156 and was recorded as debt discount and is being amortized through the term of the convertible debenture. Certain notes issued in the prior year(s) become convertible during 2017. Consequently, the embedded conversion feature was determined to be derivative liabilities, and the Company recognized a derivative debt discount. Amortization expense of $39,142 for this debt discount was recorded during the year ended December 31, 2017. During the year ended December 31, 2017, the Company’s total amortization of debt discounts was $478,398 and was recorded as interest expense. Lakeshore Financing On January 9, 2013, the Company and several of its subsidiaries entered into a loan agreement (the “ Loan Agreement Lakeshore Lakeshore Note The Lakeshore Note was originally 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 Lakeshore a 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 December 31, 2017 or December 31, 2016. Under an amendment of the Lakeshore Note and the Loan Agreement executed on January 31, 2013, Vertical was obligated to transfer 25% of its ownership interest in NOW Solutions in the event certain principal payments were not timely made to Lakeshore. When the last forbearance agreement with Lakeshore expired, Lakeshore became a 25% minority owner of NOW Solutions on October 1, 2013. In December 2014, the Company and Lakeshore entered into an amendment of the Lakeshore Note and the Loan Agreement. In consideration of an extension Lakeshore granted to NOW Solutions 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 SnAPPnet, Inc. In December 2017, the Vertical and NOW Solutions and Lakeshore entered into an amendment (the “2017 Lakeshore Loan Amendment “) to the Loan Agreement and the Lakeshore Note issued to Lakeshore. Pursuant to the terms of this amendment, the principal balance of the Note was amended to $2,291,395, which included (a) all unpaid dividends and outstanding attorneys’ fees in the amount of $250,000 and (b) all outstanding accrued interest in the amount of $414,364. Under the 2017 Lakeshore Loan Amendment, any existing defaults under the Lakeshore Note and related security agreements were cured, the interest rate reverted to the non-default rate of 11% interest per annum, the Lakeshore Note was re-amortized and the term of the Lakeshore Note was extended for an additional 10 years, with monthly installment payments consisting of $31,564 due on the 10 th The 2017 Lakeshore Loan Amendment also provides that if NOW Solutions makes any advance toward net income (less Vertical’s management fee and management allocations) to Vertical, then NOW Solutions shall pay Lakeshore 25% share of such an advance no later than one business day after Vertical receives its 75% percent share. In order to facilitate the execution of the 2017 Lakeshore Loan Amendment which resulted in the cure of any existing defaults under the Loan Agreement and the Note, as well as the release by Lakeshore of the security interests in the SiteFlash assets and the assets of SnAPPnet and Priority Time, the Company issued 2,500,000 VCSY common shares at a fair market value of $35,400 and 300,000 Ploinks common shares at a fair market value of $92,850 to certain third party purchasers of 600,000 shares of VHS Series A Preferred Stock from a member of Lakeshore. The company recorded a loss on debt extinguishment of $128,250 during the year ended December 31, 2017. During the year ended December 31, 2017, the Company, through its subsidiary, accrued dividends of $250,000 payable to Lakeshore of which $250,000 was rolled into their note payable balance. During the year ended December 31, 2016, the Company, through its subsidiary, paid $295,000 towards dividends owed. December 31 December 31 2017 2016 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, $1,555,639 and $1,570,368 were in default or non-performing as of December 31, 2017 and 2016, respectively. $ 2,146,139 $ 1,830,377 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 $1,025,449 were in default or non-performing at December 31, 2017 and 2016, 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, 2017 and 2016. 470,860 470,860 Secured note payable issued to Lakeshore, bearing interest at 11% per annum. The note is secured by all assets of NOW Solutions and was secured by all of the assets of Priority Time, and SnAPPnet, Inc. as well as the SiteFlash™ technology until these security interests were cancelled in December 2017. This note was current at December 31, 2017 but was in default at December 31, 2016. 2,291,395 1,627,031 Total notes payable to third parties 5,933,843 4,953,717 Current maturities 3,775,703 4,953,717 Long-term portion of notes payable to third parties $ 2,158,140 $ — 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 “Net Proceeds” from infringement claims regarding U.S. Patent #6,826,744, U.S. Patent #7,716,629 and U.S. Patent #8,949,780 (which include the SiteFlash™ technology). The company had new borrowings on third party notes of $370,500, increased note principal on the Lakeshore debt by $250,000 for unpaid dividends and made note payments of $44,705 during the year ended December 31, 2017. 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 $1,210,000 net of unamortized discounts of $75,705. 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. 1,134,295 869,428 Total convertible debentures 1,164,295 899,428 Current maturities (1,164,295 ) (899,428 ) 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 2018 $ 5,323,945 2019 148,722 2020 165,932 2021 185,134 2022+ 1,658,352 Total notes payable 7,482,085 Unamortized discounts (75,705 ) Notes payable, net of discounts $ 7,406,380 For additional transactions involving notes payable after December 31, 2017, please see “Subsequent Events” in Note 12.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
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, 2017 and 2016: Years Ended December 31, 2017 2016 Current Federal — 73,016 State — — Foreign 11,876 13,362 11,876 86,378 During 2017 and 2016, the Company recorded an income tax provision of $11,876 and $86,378, respectively related to income taxes for NOW Solutions, a 75% owned subsidiary of the Company. 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 $ 6,848,000 $ 10,255,000 Reserves 258,000 512,000 Accrued vacation 24,000 38,000 Deferred compensation 649,000 892,000 Deferred revenue 368,000 610,000 8,147,000 12,307,000 Valuation allowance (8,147,000 ) (12,307,000 ) $ — $ — At December 31, 2017 and December 31, 2016, VCSY had available net operating loss carry-forwards of approximately $22.6 million and $20.6 million, respectively. At December 31, 2017 and 2016, NOW Solutions had available net operating loss carry-forwards of approximately $395,000 and $281,000, respectively. These net operating loss carry-forwards expire in varying amounts through 2032. 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, 2017 and 2016: 2017 2016 U.S. federal income tax expense at statutory rates (1,103,299 ) (1,852,199 ) Permanent differences 109,130 5,719 Foreign income tax expense 11,876 13,362 Change in valuation allowance 994,169 1,919,496 11,876 86,378 As of December 31, 2016, all garnishments of NOW Solutions Canada customer receivables in order to pay debts owed to the Canada Revenue Agency for income tax and good and services taxes (“GST”) had been removed and all outstanding debts related to the GST had been paid. Open tax years for U.S. federal income taxes for VCSY are 2012, 2013, 2014, 2015, 2016 and 2017. Open tax years for U.S. federal income taxes for NOW Solutions are 2013, 2014, 2015, 2016 and 2017. The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 31, 2017, the Company has not completed the accounting for the tax effects of enactment of the Act; however, as described below, it has made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change. The most significant impact of the legislation for the Company was a $5,046,000 reduction of the value of the Company’s net deferred tax assets (which represent future tax benefits) as a result of lowering the U.S. corporate income tax rate from 35% to 21%. The Act also includes a requirement to pay a one-time transition tax on the cumulative value of earnings and profits that were previously not repatriated for U.S. income tax purposes. The Company has not made sufficient progress on the transition tax analysis to reasonably estimate the effects, and therefore, has not recorded provisional amounts. However, based on analysis to date the one-time transition tax is not expected to be material.

Common and Preferred Stock

Common and Preferred Stock	12 Months Ended
	Dec. 31, 2017
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 In the event of liquidation, each share of Series C Preferred Stock will be entitled to a preference of $100, plus accrued but unpaid dividends, prior to the holders of any junior class of stock. Series D 15% Cumulative Convertible Preferred Stock 2017 Common Stock In September 2017, the Company entered into an agreement to purchase a 10% ownership interest in Priority Times Systems, Inc. from a former employee of the Company and its subsidiaries. The purchase price consisted of 1,000,000 unregistered shares of VCSY common stock with the Rule 144 restrictive legend issued to the seller and $62,500 in cash payments due in equal installments over a three-month period. The aggregate fair market value of the VCSY common stock grant was determined to be $12,800 on the quoted market price of VCSY stock at date of grant. In December 2017, in order to facilitate the amendment of the Lakeshore Loan Agreement and the Lakeshore Note, which resulted in the curing any existing defaults under the Lakeshore Loan Agreement and the Lakeshore Note as well as the release by Lakeshore of the security interests in the SiteFlash assets and the assets of SnAPPnet and Priority Time which secured the Lakeshore Note, the Company issued 2,500,000 VCSY common shares at a fair market value of $35,400 and 300,000 Ploinks common shares at a fair market value of $92,850 to third party purchasers of 600,000 shares of VHS Series A Preferred Stock from a member of Lakeshore. For additional details concerning the amendment of the Lakeshore Loan and the Lakeshore Note, please see the “Lakeshore Financing” subsection under “Notes Payable and Convertible Debts” of Note 8. During the year ended December 31, 2017, the Company granted 1,700,000 unregistered shares of its common stock with the Rule 144 restrictive legend and 230,000 shares of Ploinks, Inc. common stock to consultants of the Company and its subsidiaries pursuant to consulting agreements with the Company. The aggregate fair market value of the VCSY common stock grant was determined to be $21,060 based on the quoted market price of VCSY stock at date of grant and Ploinks, Inc. common stock grant was determined to be $71,185 based on a third-party valuation of Ploinks stock. In addition, the Company agreed to issue up to a total of 4,000,000 common shares of the Company and up to a total of 500,000 shares of Ploinks, Inc. common stock pursuant to restricted performance stock agreements with the consultants. These shares may vest over a term of 3 years and are based upon the respective consultant achieving certain performance criteria. During the year ended December 31, 2017, the Company issued convertible debentures in the principal amount of $110,000 to third party lenders for loans made to the Company in the same amount. 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 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 loan, the Company also issued a total of 1,100,000 shares of common stock of the Company to the lender with the Rule 144 restrictive legend and 3-year warrants under which each lender may purchase in aggregate a total of 1,100,000 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 $12,292 and $5,098 against the face value of the loan 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 a derivative liability. During the year ended December 31, 2017, the Company entered into subscription agreements under which a third party subscriber purchased 1,300 shares of VCSY Series A Preferred Stock for $260,000. In connection with the purchase of the VCSY Series A Preferred Stock, the subscribers also received a total of 2,600,000 shares of common stock of the Company with the Rule 144 restrictive legend, 130,000 shares of common stock of Ploinks, Inc., 2-year warrants under which the subscribers may purchase an aggregate total of 195,000 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 195,000 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 $188,686. 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 $30,505. The allocated fair market value of all common shares of Ploinks, Inc. issued to the subscribers was $40,235. The fair market value of all warrants issued to the subscribers was $574 (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, 2017, the Company granted a total of 651,700 shares of the common stock of Ploinks, Inc. to third party lenders in connection with a series of 3 and 6-month extensions of convertible debentures in the aggregated principal amount of $1,200,000 issued in 2015 and 2016. The aggregate fair market value of the awards was determined to be $142,156 and was recorded as debt discount and is being amortized through the term of the convertible debenture. Certain notes issued in the prior year(s) become convertible during 2017. Consequently, the embedded conversion feature was determined to be derivative liabilities, and the Company recognized a derivative debt discount. During the year ended December 31, 2017, $22,421 of principal, interest and legal fees under a convertible note issued in the principal amount of $90,000 was converted into 1,688,762 common shares. In May 2017, the Company had amended this convertible note originally issued to a third-party lender in the principal amount of $80,000 to $90,000 and cancelled a $10,000 note payable issued to the third-party lender. This convertible note has been paid in full. During the year ended December 31, 2017, the Company entered into restricted stock agreements to grant a total of 180,000 shares of the Company’s common stock with the Rule 144 restrictive legend with employees of the Company under which the shares vest in equal installments over a 30-month period. The fair value of the shares was $2,982 based on the quoted market price of VCSY stock on the grant date and $1,006 was amortized to expense during the year ended December 31, 2017. During the year ended December 31, 2017, 3,665,000 VCSY common shares vested under restricted stock agreements to employees and two consultants of the Company. During the year ended December 31, 2017, 3,000,000 VCSY common shares were issued to an employee of the Company. The fair market value of the shares was $72,000. During the year ended December 31, 2017, Ploinks, Inc. entered into restricted stock agreements to grant 90,000 unregistered shares of the common stock of Ploinks, Inc. to employees of the Company pursuant to a restricted stock agreement with Ploinks, Inc. These shares typically vest over a 30-month period in equal installments and the fair value of the awards is being expensed over this vesting period. The fair value of the shares was $15,765 based on a third-party valuation of Ploinks stock. During the year ended December 31, 2017, Ploinks, Inc. entered into restricted stock agreements to grant 230,000 unregistered shares of the common stock of Ploinks, Inc. to consultants of the Company pursuant to a restricted stock agreement with Ploinks, Inc. The fair value of the shares was $71,185 based on a third-party valuation of Ploinks stock. During the year ended December 31, 2017, the Company granted 300,000 unregistered shares of the common stock of Ploinks, Inc. to an employee of a subsidiary of the Company’s pursuant to a restricted stock agreement with the Company. 150,000 shares vested immediately upon grant of the shares (as noted below) and 150,000 shares will vest in 4 months from the date of grant. The fair value of the shares was $32,400 based on a third-party valuation of Ploinks stock. During the year ended December 31, 2017 $279,482 was amortized to expense related to the issuance of Ploinks, Inc. restricted stock. During the year ended December 31, 2017, 810,001 shares of the common stock of Ploinks, Inc. issued under restricted stock agreements to consultants and employees of the Company and a subsidiary of the Company vested. Stock compensation expense for the amortization of restricted stock awards was $116,180 for the year ended December 31, 2017. As of December 31, 2017, there were 6,140,000 shares of unvested stock compensation awards to employees and 15,500,000 shares of unvested stock compensation awards to non-employees. Preferred Stock For the year ended December 31, 2017, total dividends applicable to Series A and Series C Preferred Stock was $616,667. The Company did not declare or pay any dividends in 2017. Although no dividends have been declared, the cumulative total of preferred stock dividends due to these stockholders upon declaration was $10,104,851 as of December 31, 2017. 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 third-party consultants for services. The fair market value of the shares was $66,550 and was recorded as 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. For additional transactions concerning common and preferred stock after December 31, 2017, please see “Subsequent Events” in Note 13. 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.

Option and Warrant Activity

Option and Warrant Activity	12 Months Ended
	Dec. 31, 2017
Option And Warrant Activity
Option and Warrant Activity	Note 11. Option and Warrant Activity Option and warrant activity years ended December 31, 2017 and 2016 is summarized as follows: Incentive Stock Non-Statutory Warrants Weighted 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 Options/Warrants granted — — 1,490,000 $ 0.101 Options/Warrants exercised — — — — Options/Warrants expired/cancelled — — — — Outstanding at December 31, 2017 — — 16,340,000 $ 0.101 The weighted average remaining life of the outstanding warrants as of December 31, 2017 and 2016 was 1.60 and 2.48, respectively. The intrinsic value of the exercisable warrants as of December 31, 2017 and 2016 was $.0170 and $.0220.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
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 2018 65,250 2019 8,445 2020 4,223 2021 — 2022 — Total $ 77,918 Rental expense for the years ended December 31, 2017 and 2016 was $105,899 and $106,208, 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. The deferral period ended on December 31, 2017 at which time payroll claims of approximately $1,118,561 for salary earned from 2012 to December 31, 2017 and $1,652,113 for salary earned from 2001 to 2012, remained 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 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, 2017 as this contingent liability is considered remote. Cumulative bonus interest through December 31, 2017 is $4,435,576. 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 2017 and 2016. 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, 2017 and 2016, we accrued royalties of $4,614 and $7,405, 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 had agreed to 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 Company made $37,500 in payments due under the settlement agreement through May 7, 2012 and each party had alleged the other party was in breach of the settlement agreement. 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. In June 2017, the court entered a default judgment against the Company. We intend to resolve this matter with Parker Mills. This case is styled Parker Mills, LLP v. Vertical Computer Systems, Inc., No. BC649122. William Mills is a partner of Parker Mills and the Secretary and a Director of the Company. The Company has $121,617 of principal and interest accrued as of December 31, 2017. 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. On September 8, 2017, the court awarded Mr. Wolman a judgment in the amount of $282,299, which accrues interest at the rate of 16% per annum plus attorney’s fees as to be determined by the court. The Company has $298,016 of principal and accrued interest as of December 31, 2017. 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, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 13. Subsequent Events During the period that runs from January 1, 2018 through May 10, 2018, the Company extended the term of certain warrants to purchase a total of 5,400,000 shares of VCSY common stock (at $0.10 per share) for an additional 1-year period and granted 83,200 shares of the common stock of Ploinks, Inc. to third-party lenders in connection with 3 and 6-month extensions of convertible debentures in the principal amount of $540,000 that were issued in 2015 and 2016. During the period that runs from January 1, 2018 through May 10, 2018, 320,000 shares of VCSY common stock issued to employees of the Company vested. During the period that runs from January 1, 2018 through May 10, 2018, 209,998 shares of the common stock of Ploinks, Inc. issued under restricted stock agreements to consultants and employees of the Company and a subsidiary of the Company vested.

Organization, Basis of Presen20

Organization, Basis of Presentation and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
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,” “Vertical”, 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”), an 80% owned subsidiary, Ploinks, Inc. (“Ploinks”), an 88% 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 63% in Canada and 37% in the US. Receivables arising from sales of the Company’s products are not collateralized. As of December 31, 2017, three customers represented approximately 91% (42%, 37%, and 12%) of accounts receivable. As of December 31, 2016, two customers represented approximately 71% (40% and 31%) 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, 2017 and 2016, the company capitalized $0 and $246,184, 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.
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.
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 $234,439 and $139,705 as of December 31, 2017 and 2016, 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 asset for unrecognized tax benefits was recorded as of December 31, 2017 and 2016.
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, 2017 Year Ended December 31, 2016 Net Loss Applicable to Common Stockholders (Numerator) Shares (Denominator) Per Share Amount Net Loss Applicable to Common Stockholders (Numerator) Shares (Denominator) Per Share Amount Basic and Diluted EPS $ (3,686,908) 1,137,125,217 $(0.00) $ (5,870,223) 1,106,272,758 $(0.01) As of December 31, 2017 and 2016, 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 In February 2016, the FASB issued ASU No. 2016-02,” Leases” (Topic 842) which includes a lessee accounting model that recognizes two types of leases - finance leases and operating leases. The standard requires that a lessee recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or an operating lease. New disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases are also required. These disclosures include qualitative and quantitative requirements, providing information about the amounts recorded in the financial statements. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the effect its adoption of this standard, if any, on our consolidated financial position, results of operations or cash flows. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, to clarify certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted. The effective date and transition requirements for these amendments are for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein, and that would also permit public entities to elect to adopt the amendments as of the original effective date as applicable to reporting periods beginning after December 15, 2016. The new guidance allows for the amendment to be applied either retrospectively to each prior reporting period presented or retrospectively as a cumulative-effect adjustment as of the date of adoption. The Company adopted the standard on January 1, 2018 and does not anticipate this amendment will have a material impact on its consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. The amendments are effective for fiscal years beginning after December15, 2017 and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in an interim period. The Company adopted the standard on January 1, 2018 and does not anticipate this amendment will have a material impact on its consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. The ASU was issued to address the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The ASU, among other things, eliminates the need to consider the effects of down round features when analyzing convertible debt, warrants and other financing instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The amendments are effective for fiscal years beginning after December 15, 2018 and should be applied retrospectively. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effect its adoption of this standard, if any, on our consolidated financial position, results of operations or cash flows.

Organization, Basis of Presen21

Organization, Basis of Presentation and Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2017
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, 2017 Year Ended December 31, 2016 Net Loss Applicable to Common Stockholders (Numerator) Shares (Denominator) Per Share Amount Net Loss Applicable to Common Stockholders (Numerator) Shares (Denominator) Per Share Amount Basic and Diluted EPS $ (3,686,908) 1,137,125,217 $(0.00) $ (5,870,223) 1,106,272,758 $(0.01)

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Schedule of related party notes payable	December 31, 2017 2016 Notes payable bearing interest at 10% to 15% per annum. Of these notes payable $208,242 and $208,242 were in default at December 31, 2017 and 2016, respectively. $ 208,242 $ 208,242 Convertible debenture bearing interest at 10% per annum, due one year from date of issuance. $ 100,000 $ 100,000 Total notes payable to related parties 308,242 308,242 Current maturities (308,242 ) (308,242 ) 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, 2017 and 2016: 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 December 31, 2017 $ 308,242

Derivative liability and fair v

Derivative liability and fair value measurements (Tables)	12 Months Ended
	Dec. 31, 2017
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 2017: 2017 Expected dividends 0% Expected terms (years) 0.16 – 3.04 Volatility 101% - 139% Risk-free rate 0.36% - 1.61%
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, 2017 and December 31, 2016: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of December 31, 2017: Liabilities Derivatives $ — $ — $ 159,537 As of December 31, 2016: Liabilities Derivatives $ — $ — $ 1,014,192
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, 2017 and 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 Additions recognized as debt discounts 44,240 Additions recognized in equity financing 451 Reduction due to settlement upon conversion (19,566 ) Gain on change in fair value of derivatives (879,780 ) Fair value as of December 31, 2017 $ 159,537

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Schedule of property, plant and equipment	Property and equipment consist of the following as of December 31, 2017 and 2016: 2017 2016 Equipment (3-5 year life) $ 920,963 $ 915,280 Leasehold improvements (5 year life) 87,714 87,714 Furniture and fixtures (3-5 year life) 45,470 45,500 Total 1,054,147 1,048,494 Accumulated depreciation (1,044,936 ) (1,043,397 ) $ 9,211 $ 5,097

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of finite-lived intangible assets	Intangible assets consisted of the following as of December 31, 2017 and 2016: 2017 2016 Acquired software (5-year life) $ 303,994 $ 304,003 Customer list (5-year life) 2,200 2,200 Trademark 5,000 5,000 Website (5-year life) 15,000 15,000 Total 326,194 326,203 Accumulated amortization (319,504 ) (319,513 ) $ 6,690 $ 6,690

Accounts Payable and Accrued 26

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2017
Payables and Accruals [Abstract]
Schedule of accounts payable and accrued liabilities	Accounts payable and accrued liabilities consist of the following: 2017 2016 Accounts payable $ 2,847,404 $ 2,613,942 Accrued payroll 3,205,759 2,734,024 Accrued payroll tax and penalties 2,911,718 2,309,970 Accrued interest 4,236,038 3,371,112 Accrued taxes 511,966 598,684 Accrued liabilities - other 409,509 447,566 $ 14,122,394 $ 12,075,298

Notes Payable and Convertible27

Notes Payable and Convertible Debts (Tables)	12 Months Ended
	Dec. 31, 2017
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, 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 Repayments of third party notes (159,705 ) Borrowings from third parties 480,500 Conversion of convertible debt principal to common stock (19,213 ) Debt discounts due to parent stock and warrants and subsidiary stock issued with debt and derivative liabilities from convertible debt (198,688 ) Amortization of debt discounts 478,398 Subsidiary dividends to noncontrolling interest added to note principal 250,000 Accrued interest added to note principal 414,364 Currency translation (663 ) December 31, 2017 $ 7,098,138
Schedule of debt	December 31 December 31 2017 2016 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, $1,555,639 and $1,570,368 were in default or non-performing as of December 31, 2017 and 2016, respectively. $ 2,146,139 $ 1,830,377 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 $1,025,449 were in default or non-performing at December 31, 2017 and 2016, 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, 2017 and 2016. 470,860 470,860 Secured note payable issued to Lakeshore, bearing interest at 11% per annum. The note is secured by all assets of NOW Solutions and was secured by all of the assets of Priority Time, and SnAPPnet, Inc. as well as the SiteFlash™ technology until these security interests were cancelled in December 2017. This note was current at December 31, 2017 but was in default at December 31, 2016. 2,291,395 1,627,031 Total notes payable to third parties 5,933,843 4,953,717 Current maturities 3,775,703 4,953,717 Long-term portion of notes payable to third parties $ 2,158,140 $ —
Schedule of debt conversions	Third party convertible promissory notes and debentures consist of the following: December 31, 2017 December 31, 2016 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 $1,210,000 net of unamortized discounts of $75,705. 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. 1,134,295 869,428 Total convertible debentures 1,164,295 899,428 Current maturities (1,164,295 ) (899,428 ) 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 2018 $ 5,323,945 2019 148,722 2020 165,932 2021 185,134 2022+ 1,658,352 Total notes payable 7,482,085 Unamortized discounts (75,705 ) Notes payable, net of discounts $ 7,406,380

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
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, 2017 and 2016: Years Ended December 31, 2017 2016 Current Federal — 73,016 State — — Foreign 11,876 13,362 11,876 86,378
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, December 31, Net operating loss carry-forward $ 6,848,000 $ 10,255,000 Reserves 258,000 512,000 Accrued vacation 24,000 38,000 Deferred compensation 649,000 892,000 Deferred revenue 368,000 610,000 8,147,000 12,307,000 Valuation allowance (8,147,000 ) (12,307,000 ) $ — $ —
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, 2017 and 2016: 2017 2016 U.S. federal income tax expense at statutory rates (1,103,299 ) (1,852,199 ) Permanent differences 109,130 5,719 Foreign income tax expense 11,876 13,362 Change in valuation allowance 994,169 1,919,496 11,876 86,378

Option and Warrant Activity (Ta

Option and Warrant Activity (Tables)	12 Months Ended
	Dec. 31, 2017
Option And Warrant Activity Tables
Schedule of option and warrant activity	Option and warrant activity years ended December 31, 2017 and 2016 is summarized as follows: Incentive Stock Non-Statutory Warrants Weighted 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 Options/Warrants granted — — 1,490,000 $ 0.101 Options/Warrants exercised — — — — Options/Warrants expired/cancelled — — — — Outstanding at December 31, 2017 — — 16,340,000 $ 0.101

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum rental payments	We have future minimum rental payments as follows: Years ending December 31, Amount 2018 65,250 2019 8,445 2020 4,223 2021 — 2022 — Total $ 77,918

Organization, Basis of Presen31

Organization, Basis of Presentation and Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Effect of basic and dilutive securities:
Net Loss Applicable to Common Stockholders (Numerator)	$ (3,686,908)	$ (5,870,223)
Shares (Denominator)	1,137,125,217	1,106,272,758
Per Share Amount (in dollars per share)	$ 0	$ (0.01)

Organization, Basis of Presen32

Organization, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Allowance for doubtful accounts	$ 234,439	$ 139,705
Percentage of concentration risk of accounts receivable	91.00%	71.00%
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	42.00%	40.00%
Two Customer[Member]
Percentage of concentration risk of accounts receivable	37.00%	31.00%
Three Customer[Member]
Percentage of concentration risk of accounts receivable	12.00%
Revenue [Member] | CANADA [Member]
Percentage of concentration risk	63.00%
Revenue [Member] | UNITED STATES [Member]
Percentage of concentration risk	37.00%
Computer Software [Member]
Aggregate capitalized cost	$ 0	$ 246,184
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	80.00%
Ploinks, Inc [Member]
Percentage of ownership	88.00%
Government Internet Systems, Inc [Member]
Percentage of ownership	84.50%

Going Concern Uncertainty (Deta

Going Concern Uncertainty (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital	$ (21,000,000)

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Related Party Transaction [Line Items]
Total notes payable to related parties	$ 308,242	$ 308,242
Current maturities	(308,242)	(308,242)
Long-term portion of notes payable to related parties
Unamortized discount	75,705	354,785
10% to 15% Notes Payable Issued To Related Parties [Member]
Related Party Transaction [Line Items]
Total notes payable to related parties	208,242	208,242
Notes payable default	208,242	208,242
10% Convertible Debentures [Member]
Related Party Transaction [Line Items]
Total notes payable to related parties	$ 100,000	$ 100,000

Related Party Transactions (D35

Related Party Transactions (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Related Party Transactions [Abstract]
Balance beginning	$ 308,242	$ 417,445
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	$ 308,242

Related Party Transactions (D36

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended	54 Months Ended	72 Months Ended	138 Months Ended	144 Months Ended
	May 31, 2016	Dec. 31, 2017	Jun. 30, 2016	Dec. 31, 2017	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2016
Related Party Transaction [Line Items]
Accounts payable to related parties		$ 148,760		$ 148,760			$ 139,546
Potential cumulative bonus		$ 4,435,576		4,435,576
Percentage of royalty on gross revenues		3.00%
Mr. William Mills [Member]
Related Party Transaction [Line Items]
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
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				$ 1,118,561	$ 1,652,113	$ 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%

Derivative Liability and Fair37

Derivative Liability and Fair Value Measurements (Details)	12 Months Ended
	Dec. 31, 2017
Expected dividends	0.00%
Minimum [Member]
Expected terms (years)	1 month 27 days
Volatility	101.00%
Risk-free rate	0.36%
Maximum [Member]
Expected terms (years)	3 years 14 days
Volatility	139.00%
Risk-free rate	1.61%

Derivative Liability and Fair38

Derivative Liability and Fair Value Measurements (Details 1) - Stock Derivative [Member] - USD ($)	Dec. 31, 2017	Dec. 31, 2016
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	$ 159,537	$ 1,014,192

Derivative Liability and Fair39

Derivative Liability and Fair Value Measurements (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value as of beginning	$ 1,014,192
Additions recognized as debt discounts	44,240	741,583
Additions reclassified from equity		50,557
Additions recognized in equity financing	451	4,005
Reduction due to settlement upon conversion	(19,566)	(50,681)
Gain (loss) on change in fair value of derivatives	(879,780)	268,728
Fair value as of end	$ 159,537	$ 1,014,192

Derivative Liability and Fair40

Derivative Liability and Fair Value Measurements (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Gain on change in fair value of derivative liabilities	$ 879,780	$ (268,728)

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Total property and equipment gross	$ 1,054,147	$ 1,048,494
Accumulated depreciation	(1,044,936)	(1,043,397)
Total property and equipment net	$ 9,211	5,097
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	$ 920,963	915,280
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	$ 45,470	$ 45,500
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, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,453	$ 1,083

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Total	$ 326,194	$ 326,203
Accumulated amortization	(319,504)	(319,513)
Net	6,690	6,690
Acquired Software [Member]
Finite-Lived Intangible Assets [Line Items]
Total	$ 303,994	304,003
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, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 0	$ 0
Software development		(246,184)
Priority Time Systems, Inc. [Member]
Finite-Lived Intangible Assets [Line Items]
Write-off of capitalized software costs		$ 1,421,155

Accounts Payable and Accrued 45

Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Accounts payable	$ 2,847,404	$ 2,613,942
Accrued payroll	3,205,759	2,734,024
Accrued payroll tax and penalties	2,911,718	2,309,970
Accrued interest	4,236,038	3,371,112
Accrued taxes	511,966	598,684
Accrued liabilities - other	409,509	447,566
Accounts payable and accrued liabilities	$ 14,122,394	$ 12,075,298

Accounts Payable and Accrued 46

Accounts Payable and Accrued Expenses (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Claim for payroll taxes	$ 2,911,718	$ 2,309,970
Internal Revenue Service (IRS) [Member]
Claim for payroll taxes	$ 1,500,000

Notes Payable and Convertible47

Notes Payable and Convertible Debts (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Long-term Debt [Roll Forward]
Repayments of third party notes		$ (113,699)
Amortization of debt discounts	$ 478,398	648,339
Attorney fees added to note principal		3,500
Balance, end	7,406,380
Third Party [Member]
Long-term Debt [Roll Forward]
Balance, beginning	5,853,145	5,397,020
Repayments of third party notes	(159,705)	(113,699)
Borrowings from third parties	480,500	885,000
Conversion of convertible debt principal to common stock	(19,213)	(74,297)
Debt discounts due to parent stock and warrants and subsidiary stock issued with debt and derivative liabilities from convertible debt	(198,688)	(872,196)
Amortization of debt discounts	478,398	627,542
Attorney fees added to note principal		3,500
Subsidiary dividends to noncontrolling interest added to note principal	250,000
Accrued interest added to note principal	414,364
Currency translation	(663)	275
Balance, end	$ 7,098,138	$ 5,853,145

Notes Payable and Convertible48

Notes Payable and Convertible Debts (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Total notes payable to third parties	$ 5,933,843	$ 4,953,717
Current maturities	3,775,703	4,953,717
Long-term portion of notes payable to third parties	2,158,140
Unsecured Notes Payable [Member]
Short-term Debt [Line Items]
Total notes payable to third parties	2,146,139	1,830,377
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	$ 2,291,395	$ 1,627,031

Notes Payable and Convertible49

Notes Payable and Convertible Debts (Details 2) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Total convertible debentures	$ 1,164,295	$ 899,428
Current maturities	(1,164,295)	(899,428)
Long-term portion of convertible debentures
13% Convertible Debt [Member]
Total convertible debentures	30,000	30,000
10% Convertible Debentures [Member]
Total convertible debentures	$ 1,134,295	$ 869,428

Notes Payable and Convertible50

Notes Payable and Convertible Debts (Details 3)	Dec. 31, 2017USD ($)
Notes Payable [Abstract]
2,018	$ 5,323,945
2,019	148,722
2,020	165,932
2,021	185,134
2022+	1,658,352
Total notes payable	7,482,085
Unamortized discounts	(75,705)
Notes payable, net of discounts	$ 7,406,380

Notes Payable and Convertible51

Notes Payable and Convertible Debts (Details Narrative) - USD ($)	Jan. 09, 2013	Dec. 31, 2017	Dec. 31, 2016	May 31, 2017	Dec. 31, 2014
Debt discount amortized		$ 478,398	$ 648,339
Interest expense		(1,819,147)	(1,998,762)
Notes payable		5,933,843	4,953,717
Fair value stock issued			114,413
Loss on debt extinguishment		128,250	(35,969)
10% Unsecured Notes Payable [Member]
Notes payable default			1,570,368
11% Secured Notes Payable [Member]
Notes payable		2,291,395	1,627,031
Common Stock And Warrants [Member]
Debt discount amortized			186,967
Amortization expense			105,597
Fair value of warrant		5,098	72,554
Fair value stock issued		12,292	114,413
10% Convertible Debentures [Member]
Debt discount amortized		75,705
Three Convertible Debentures [Member]
Principal and interest payment		126,500
Principal amount		115,000
10% Convertible Debentures [Member]
Debt face amount		$ 1,210,000
Lakeshore Investments Llc [Member]
Debt face amount	$ 1,759,150
Payment of dividends			295,000
Ploinks, Inc [Member]
Percentage of ownership		88.00%
Principal amount		$ 1,200,000
Fair value stock issued		$ 21,060
Number of shares granted		651,700
NOW Solutions [Member]
Debt face amount		$ 298,016
Percentage of ownership		75.00%
10% Convertible Debentures [Member]
Debt discount amortized		$ 142,156
Principal and interest payment		$ 22,421	$ 82,001
Number of shares converted under a convertible note		1,688,762	5,914,783
Principal amount		$ 90,000	$ 80,000
Fair value stock issued
11% Secured Lakeshore Note Due January 31, 2022 [Member]
Debt frequency of periodic payments	Monthly
Debt periodic payment	$ 24,232
Debt term	10 years
Percentage of Assignment of Interest in Gross Revenues Generated From Licenses of An Asset	8.00%
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
11% Secured Lakeshore Note [Member] | 2017 Lakeshore Loan Agreement Amendment [Member]
Debt face amount		$ 2,291,395
Number of shares issued during the period		2,500,000
Aggregate fair market value		$ 35,400
Debt periodic payment		$ 31,564
Terms of an amendment of note payable		Under the 2017 Lakeshore Loan Amendment, any existing defaults under the Lakeshore Note and related security agreements were cured, the interest rate reverted to the non-default rate of 11% interest per annum, the Lakeshore Note was re-amortized and the term of the Lakeshore Note was extended for an additional 10 years, with monthly installment payments consisting of $31,564 due on the 10th day of each month, beginning on January 10, 2018. In addition, the security agreements for the SiteFlash assets, the assets of Priority Time, and the assets of SnAPPnet were cancelled and Lakeshore agreed to file notices of termination of all UCC lien statements in connection with these assets.
Interest expense		$ 414,364
Terms of any advances to shareholders toward net income		The 2017 Lakeshore Loan Amendment also provides that if NOW Solutions makes any advance toward net income (less Vertical’s management fee and management allocations) to Vertical, then NOW Solutions shall pay Lakeshore 25% share of such an advance no later than one business day after Vertical receives its 75% percent share.
Payment of dividends			295,000
Accrued Dividends and Attorneys' Fees		$ 250,000
Dividends			250,000
11% Secured Lakeshore Note [Member] | 2017 Lakeshore Loan Agreement Amendment [Member] | Series A Preferred Stock [Member]
Number of shares of a subsidiary of the parent company purchased by third parties from another third party		600,000
11% Secured Lakeshore Note [Member] | Ploinks, Inc [Member] | 2017 Lakeshore Loan Agreement Amendment [Member]
Number of shares issued during the period		300,000
Aggregate fair market value		$ 92,850
Third Party One [Member] | Ploinks, Inc [Member]
Debt discount amortized		$ 39,142
Number of shares granted		651,700
Third Party One [Member] | Ploinks, Inc [Member] | Convertible Debentures [Member]
Debt discount amortized		$ 142,156
Principal amount		1,200,000
Third Party One [Member] | 13% Convertible Debt [Member] | Lakeshore Investments Llc [Member]
Debt face amount		370,500
Dividends		250,000
Notes payable		$ 44,705
Third Party One [Member] | 10% Convertible Debentures [Member]
Debt face amount			$ 715,000	$ 10,000
Description of convertible debt		Beginning six months after issuance of the debenture 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.	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		1,100,000	7,150,000
Principal amount of debt converted			$ 80,000
Number of shares converted under a convertible note			5,914,783
Principal amount		$ 110,000		$ 80,000
Third Party One [Member] | 10% Convertible Debentures [Member] | Warrant [Member]
Debt face amount		$ 110,000
Warrant term		3 years	3 years
Purchase price (in dollars per share)		$ 0.10	$ 0.10
Number of total warrants		1,100,000	7,150,000
SiteFlash [Member] | 11% Secured Lakeshore Note Due January 31, 2022 [Member]
Percentage of Assignment of Interest in Gross Revenues Generated From Licenses of An Asset	5.00%
Priority Time Systems, Inc. [Member] | 11% Secured Lakeshore Note Due January 31, 2022 [Member] | Lakeshore Investments Llc [Member]
Percentage of ownership					20.00%
Vertical Mountain Reservoir Corporation [Member] | 10% Secured Notes Payable [Member]
Maturity date		2022-12
Terms of any advances to shareholders toward net income		Secured by stock pledges by MRC totaling 33,976,296 common shares.
Notes payable default		$ 1,025,449
Vertical Mountain Reservoir Corporation [Member] | 11% Secured Notes Payable [Member]
Maturity date		2012-12
Notes payable default		$ 470,860	$ 470,860
Lakeshore Investments Llc [Member] | 11% Secured Notes Payable [Member]
Maturity date		2022-12

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Current
Federal		$ 73,016
State
Foreign	11,876	13,362
Current Foreign Tax Expense (Benefit)	$ 11,876	$ 86,378

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Net operating loss carry-forward	$ 6,848,000	$ 10,255,000
Reserves	258,000	512,000
Accrued vacation	24,000	38,000
Deferred compensation	649,000	892,000
Deferred revenue	368,000	610,000
Deferred Tax Assets, Gross	8,147,000	12,307,000
Valuation allowance	(8,147,000)	(12,307,000)
Deferred Tax Assets, Net

Income Taxes (Details 2)

Income Taxes (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
U.S. federal income tax expense at statutory rates	$ (1,103,299)	$ (1,852,199)
Permanent differences	109,130	5,719
Foreign income tax expense	11,876	13,362
Change in valuation allowance	994,169	1,919,496
Income tax expense (benefit)	$ 11,876	$ 86,378

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating loss carryforwards	$ 22,600,000	$ 20,600,000
Net operating loss expiration year	2,032
US federal corporate tax rate	35.00%
Reduces of US federal corporate tax rate	21.00%
Deferred tax assets	$ 5,046,000
NOW Solutions [Member]
Operating loss carryforwards	395,000	281,000
Income tax provision	$ 11,876	$ 86,378

Common and Preferred Stock (Det

Common and Preferred Stock (Details Narrative) - USD ($)	1 Months Ended						12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2016	May 31, 2016	Apr. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	May 31, 2017
Common stock, authorized	2,000,000,000						2,000,000,000	2,000,000,000
Common stock, par value (in dollars per share)	$ 0.00001						$ 0.00001	$ 0.00001
Common stock, issued	1,188,095,201						1,188,095,201	1,167,841,439
Common stock, outstanding	1,148,095,201						1,148,095,201	1,127,841,439
Common stock voting rights								O ne vote on each matter submitted to a vote.
Number of shares held in treasury	40,000,000						40,000,000	40,000,000
Dividends applicable to preferred stock							$ 616,667	$ 592,472
Loss on debt extinguishment							(128,250)	35,969
Debt discount due to shares and/or warrants issued with debt							12,292
Fair value stock issued								114,413
Derivative liabilities								1,014,192
Loss on derivative liabilities							879,780	(268,728)
Attorney fees								3,500
Amortization of debt discounts							478,398	648,339
Cancellation amount of debt								113,699
Amortization of restricted stock awards							$ 116,180	$ 307,973
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
Series A 4% Convertible Cumulative Preferred Stock [Member]
Preferred stock, dividend rate							4.00%	4.00%
Preferred stock, authorized	250,000						250,000	250,000
Preferred stock, issued	52,800						52,800	51,500
Preferred stock, outstanding	52,800						52,800	51,500
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						500
Preferred stock liquidation preference (in dollars per share)								$ 200
Dividends applicable to preferred stock								$ 592,472
Series B 10% Convertible Cumulative Preferred stock [Member]
Preferred stock, dividend rate							10.00%	10.00%
Preferred stock, authorized	375,000						375,000	375,000
Preferred stock, issued	7,200						7,200	7,200
Preferred stock, outstanding	7,200						7,200	7,200
Preferred stock voting rights							N ot entitled to vote.
Number of common shares issued on conversion	3.788						3.788
Redemption amount (in dollars per share)	$ 6.25						$ 6.25
Amount of redemption	$ 45,000						$ 45,000
Series C 4% Convertible Cumulative Preferred stock [Member]
Preferred stock, dividend rate							4.00%	4.00%
Preferred stock, authorized	200,000						200,000	200,000
Preferred stock, issued	50,000						50,000	50,000
Preferred stock, outstanding	50,000						50,000	50,000
Preferred stock voting rights								N ot entitled to vote.
Number of common shares issued on conversion	400						400
Preferred stock liquidation preference (in dollars per share)	$ 100						$ 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 15% Convertible Cumulative Preferred stock [Member]
Preferred stock, dividend rate							15.00%	15.00%
Preferred stock, authorized	300,000						300,000	300,000
Preferred stock, issued	25,000						25,000	25,000
Preferred stock, outstanding	25,000						25,000	25,000
Preferred stock voting rights							N ot entitled to vote.
Number of common shares issued on conversion	3.788						3.788
Redemption amount (in dollars per share)	$ 6.25						$ 6.25
Amount of redemption	$ 156,250						$ 156,250
SeriesA And Series B Preferred Stock [Member]
Dividends applicable to preferred stock							616,667
Third Party Noteholder [Member]
Loss on debt extinguishment								$ 1,531
Amount of fees, expenses and interest owed to third party 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]
Fair value stock issued
Amortization of debt discounts							142,156
Principal amount	90,000						$ 90,000	$ 80,000
Number of shares converted into common shares							1,688,762	5,914,783
Principal and interest payment							$ 22,421	$ 82,001
Third Party One [Member] | 10% Convertible Debentures [Member]
Debt face amount								$ 715,000	$ 10,000
Number of shares isssued during the period							1,100,000	7,150,000
Principal amount	110,000						$ 110,000		$ 80,000
Number of shares converted into common shares								5,914,783
Description of convertible debt							Beginning six months after issuance of the debenture 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.	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.
Third Party One [Member] | 10% Convertible Debentures [Member] | Warrant [Member]
Debt face amount	$ 110,000						$ 110,000
Warrant term							3 years	3 years
Number of total warrants issued	1,100,000						1,100,000	7,150,000
Third Party Lender One [Member]
Fair value stock issued								$ 66,550
Number of shares issued for services (in shares)								3,000,000
Ploinks, Inc [Member]
Number of shares held in treasury						10,000,000
Number of shares isssued during the period						5,000,000
Ploinks, Inc [Member] | Third Party One [Member]
Amortization of debt discounts								$ 16,200
Number of shares granted								150,000
Ploinks, Inc [Member] | Convertible Debentures [Member] | Third Party One [Member]
Principal amount								$ 500,000
Vertical Mountain Reservoir Corporation [Member]
Number of shares converted wrongfully								500,000
Various Third Party Lenders [Member] | 10% Convertible Debentures [Member]
Principal amount								$ 715,000
Unregistered Common Stock [Member]
Number of shares isssued during the period							1,700,000
Unregistered Common Stock [Member] | Employees [Member]
Number of shares cancelled								200,000
Forfeited restricted stock award compensation								$ (1,145)
Unregistered Common Stock [Member] | Various Third Party Lenders [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
Common Stock And Warrants [Member]
Fair value of warrant							$ 5,098	$ 72,554
Fair value stock issued							$ 12,292	114,413
Amortization of debt discounts								186,967
Amortization expense								$ 105,597
Common Stock [Member]
Number of shares issued for services (in shares)								3,000,000
Number of shares converted into common shares							1,100,000
Common Stock [Member] | Various Third Party Lenders [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
Common Stock [Member]
Dividends applicable to preferred stock							$ 10,104,851	$ 9,488,184
Restricted Stock [Member]
Amortization of restricted stock awards								$ 0
Restricted Stock [Member] | Employees And Consultant [Member]
Number of shares non vested								13,125,000
Restricted Stock Agreements [Member] | Unregistered Common Stock [Member]
Stock compensation expense								$ 229,223
Aggregate fair market value								$ 361,365
Restricted Stock Agreements [Member] | Unregistered Common Stock [Member] | Employees And Consultant [Member]
Number of shares that may be issued for services								18,250,000
Restricted Stock Agreements [Member] | Unregistered Common Stock [Member] | Ploinks, Inc [Member] | Employee [Member]
Number of shares cancelled								133,334
Restricted Stock Agreements [Member] | Unregistered Common Stock [Member] | Ploinks, Inc [Member] | Employees And Consultant [Member]
Number of shares vested								2,332,001
Restricted Stock Agreements [Member] | Unregistered Common Stock [Member] | Ploinks, Inc [Member] | Employees And Consultant [Member]
Stock compensation expense								$ 264,227
Number of shares granted								4,286,000
Vesting period								3 years
Aggregate fair market value								$ 462,888
Restricted Stock Agreements [Member] | Unregistered Common Stock [Member] | Ploinks, Inc [Member] | Employees [Member]
Stock compensation expense								$ 70,800
Number of shares granted								1,000,000
Vesting period								3 years
Aggregate fair market value								$ 108,000
Employees Agreement [Member] | Unregistered Common Stock [Member] | Employee and Former Employee [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
2017 Lakeshore Loan Agreement Amendment [Member] | 11% Secured Lakeshore Note [Member]
Debt face amount	$ 2,291,395						$ 2,291,395
Number of shares isssued during the period							2,500,000
Aggregate fair market value							$ 35,400
2017 Lakeshore Loan Agreement Amendment [Member] | 11% Secured Lakeshore Note [Member] | Series A Preferred Stock [Member]
Number of shares of a subsidiary of the parent company purchased by third parties from another third party							600,000
Ploinks, Inc [Member]
Issuance of Additional Performance-Based Shares							4,000,000
Fair value stock issued							$ 21,060
Principal amount	$ 1,200,000						$ 1,200,000
Number of shares granted							651,700
Percentage of ownerhip interest	88.00%						88.00%
Ploinks, Inc [Member] | Third Party One [Member]
Amortization of debt discounts							$ 39,142
Number of shares granted							651,700
Ploinks, Inc [Member] | Third Party Lender One [Member]
Number of shares isssued during the period							71,185
Ploinks, Inc [Member] | Consultants [Member]
Number of shares isssued during the period							230,000
Ploinks, Inc [Member] | Lakeshore Loan Agreement [Member] | Lakeshore Note [Member]
Number of shares isssued during the period	300,000
Fair market value of stock issued	$ 92,850
Ploinks, Inc [Member] | Restricted Stock Agreements [Member]
Issuance of Additional Performance-Based Shares							500,000
Number of shares granted							180,000
Vesting period							30 months
Aggregate fair market value							$ 2,982
Amortization expense							1,006
Ploinks, Inc [Member] | Restricted Stock Agreements [Member] | Restricted Stock [Member]
Amortization expense							$ 279,482
Ploinks, Inc [Member] | Restricted Stock Agreements [Member] | Employee and Two Consultants [Member]
Number of shares granted							3,000,000
Number of shares granted ,value							$ 72,000
Number of shares vested							3,665,000	7,175,000
Ploinks, Inc [Member] | Restricted Stock Agreements [Member] | Employee and Consultants [Member]
Number of shares vested							810,001
Ploinks, Inc [Member] | Subscription Agreements [Member] | Third Party Subscriber [Member] | Warrant [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
Ploinks, Inc [Member] | 2017 Lakeshore Loan Agreement Amendment [Member] | 11% Secured Lakeshore Note [Member]
Number of shares isssued during the period							300,000
Aggregate fair market value							$ 92,850
Priority Time Systems, Inc. [Member]
Percentage of ownerhip interest	80.00%						80.00%
Priority Time Systems, Inc. [Member] | Employees Agreement [Member] | Unregistered Common Stock [Member]
Number of shares isssued during the period		1,000,000
Fair market value of stock issued		$ 12,800
Cash payments in equal installments		$ 62,500
Percentage of ownerhip interest		10.00%
SnAPPnet and Priority Time [Member] | Lakeshore Loan Agreement [Member] | Lakeshore Note [Member]
Number of shares isssued during the period	2,500,000
Fair market value of stock issued	$ 35,400
NOW Solutions [Member]
Debt face amount	$ 298,016						$ 298,016
Percentage of ownerhip interest	75.00%						75.00%
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
Third Party Subscriber [Member] | Unregistered Common Stock [Member] | Warrant (Purchase Price of $0.20 per share) [Member]
Warrant term								2 years
Number of shares that may be purchased under warrants								450,000
Third Party Subscriber [Member] | Unregistered Common Stock [Member] | Warrant (Purchase Price of $0.10 per share) [Member]
Warrant term								2 years
Number of shares that may be purchased under warrants								450,000
Third Party Subscriber [Member] | Unregistered Common Stock [Member] | Warrant [Member]
Fair value stock issued								$ 4,005
Third Party Subscriber [Member] | Subscription Agreements [Member] | Series A 4% Convertible Cumulative Preferred Stock [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
Third Party Subscriber [Member] | Subscription Agreements [Member] | Common Stock [Member]
Number of shares isssued during the period								6,000,000
Fair value stock issued								$ 229,496

Option and Warrant Activity (De

Option and Warrant Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights [Roll Forward]
Balance at beginning	14,850,000	6,800,000
Options/Warrants granted	1,490,000	8,050,000
Options/Warrants exercised
Options/Warrants expired/cancelled
Balance at ending	16,340,000	14,850,000
Class of Warrant or Right, Exercise Price of Warrants or Rights [Roll Forward]
Balance at beginning	$ 0.100	$ 0.091
Options/Warrants granted	0.101	0.106
Options/Warrants exercised
Options/Warrants expired/cancelled
Balance at ending	$ 0.101	$ 0.100
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, 2017	Dec. 31, 2016
Option And Warrant Activity Details Narrative
Weighted average remaining life of outstanding warrants	1 year 7 months 6 days	2 years 5 months 23 days
Intrinsic value of exercisable warrants (in dollars per share)	$ 0.0170	$ 0.0220

Commitments and Contingencies59

Commitments and Contingencies (Details)	Dec. 31, 2016USD ($)
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2,018	$ 65,250
2,019	8,445
2,020	4,223
2,021
2,022
Total	$ 77,918

Commitments and Contingencies60

Commitments and Contingencies (Details Narrative) - USD ($)

Sep. 08, 2017

Apr. 12, 2017

Aug. 05, 2012

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2011

Jun. 30, 2016

Dec. 31, 2017

Jun. 30, 2012

Dec. 31, 2012

Mar. 31, 2017

Feb. 13, 2017

Loss Contingencies [Line Items]

Rent expenses

$ 105,899

$ 106,208

Royalties paid

4,614

7,405

Potential Cumulative Bonus

4,435,576

$ 4,435,576

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

1,118,561

$ 1,652,113

$ 1,652,113

Amount of accrued payroll and consulting fees

$ 883,190

NOW Solutions [Member]

Loss Contingencies [Line Items]

Debt face amount

$ 298,016

298,016

Damages sought, value

$ 282,299

$ 282,299

10% Convertible Debentures [Member]

Loss Contingencies [Line Items]

Accrued principal and interest amount

$ 90,000

$ 80,000

$ 90,000

10% Convertible Debentures [Member] | Parker Mills, LLP [Member]

Loss Contingencies [Line Items]

Accrued principal and interest amount

$ 121,617

Interest rate

12.00%

Debt face amount

$ 100,000

One Promissory Note [Member] | NOW Solutions [Member]

Loss Contingencies [Line Items]

Debt face amount

$ 150,000

Debt issue date

Nov. 17, 2009

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

Loss contingency accrual payments

$ 37,500

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - Employees And Consultant [Member]	4 Months Ended
	May 10, 2018USD ($)shares
Subsequent Event [Line Items]
Number of shares vested	320,000
Ploinks, Inc [Member]
Subsequent Event [Line Items]
Description of convertible debt	Company extended the term of certain warrants to purchase a total of 5,400,000 shares of VCSY common stock (at $0.10 per share) for an additional 1-year period and granted 83,200 shares of the common stock of Ploinks, Inc. to third party lenders in connection with 3 and 6-month extensions of convertible debentures in the principal amount of $540,000 that were issued in 2015 and 2016.
Number of shares granted	83,200
Ploinks, Inc [Member] | Warrant (Purchase Price of $0.10 per share) [Member]
Subsequent Event [Line Items]
Number of total warrants issued	5,400,000
Debt face amount | $	$ 540,000
Restricted Stock [Member] | Ploinks, Inc [Member]
Subsequent Event [Line Items]
Number of shares vested	209,998