Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 27, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | VERTICAL COMPUTER SYSTEMS INC | |
Entity Central Index Key | 1,099,509 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Emerging Growth Company | false | |
Elected Not To Use the Extended Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 1,157,115,201 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 224,369 | $ 62,084 |
Accounts receivable, net of allowance for bad debts of $196,292 and $234,439 | 172,041 | 349,002 |
Prepaid expenses and other current assets | 21,238 | 5,312 |
Total current assets | 417,648 | 416,398 |
Property and equipment, net of accumulated depreciation of $1,043,571 and $1,044,936 | 6,940 | 9,211 |
Intangible assets, net of accumulated amortization of $319,403 and $319,504 | 6,690 | 6,690 |
Deposits and other | 7,881 | 8,037 |
Total assets | 439,159 | 440,336 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 15,532,354 | 14,122,394 |
Accounts payable to related parties | 183,641 | 148,760 |
Deferred revenue | 1,214,844 | 1,752,421 |
Derivative liabilities | 63,576 | 159,537 |
Convertible debentures, net of unamortized discounts of $0 and $75,705 | 1,255,969 | 1,164,295 |
Notes payable, net of discounts of $2,614 and $0 | 6,705,116 | 3,775,703 |
Notes payable and convertible debt to related parties | 353,242 | 308,242 |
Total current liabilities | 25,308,742 | 21,431,352 |
Non-current portion - notes payable | 2,158,140 | |
Total liabilities | 25,308,742 | 23,589,492 |
Convertible Cumulative Preferred stock | 10,457,209 | 10,457,209 |
Stockholders' Deficit | ||
Common Stock; $.00001 par value; 2,000,000,000 shares authorized 1,191,165,201 issued and 1,151,165,201 outstanding as of September 30, 2018 and 1,188,095,201 issued and 1,148,095,201 outstanding as of December 31, 2017 | 11,913 | 11,883 |
Treasury stock; 40,000,000 as of September 30, 2018 and December 31, 2017 | (400) | (400) |
Additional paid-in capital | 24,929,677 | 24,609,424 |
Accumulated deficit | (60,021,033) | (58,087,916) |
Accumulated other comprehensive income - foreign currency translation | 423,180 | 339,051 |
Total Vertical Computer Systems, Inc. stockholders' deficit | (34,656,663) | (33,127,958) |
Non-controlling interest | (670,129) | (478,407) |
Total stockholders' deficit | (35,326,792) | (33,606,365) |
Total liabilities and stockholders' deficit | 439,159 | 440,336 |
Series A 4% Convertible Cumulative Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible Cumulative Preferred stock | 10,255,185 | 10,255,185 |
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 (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounts receivable, allowance for bad debts | $ 196,292 | $ 234,439 |
Property and equipment, accumulated depreciation | 1,043,571 | 1,044,936 |
Intangible assets, accumulated amortization | 319,403 | 319,504 |
Convertible debentures, unamortized discounts | 0 | 75,705 |
Notes payable, discounts | $ 2,614 | $ 0 |
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 | 1,191,165,201 | 1,188,095,201 |
Common stock, outstanding | 1,151,165,201 | 1,148,095,201 |
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 | |
Preferred stock, outstanding | 52,800 | |
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 Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | ||||
Total revenues | $ 998,129 | $ 920,718 | $ 3,084,108 | $ 2,823,067 |
Cost of revenues | (399,993) | (357,689) | (1,153,507) | (1,170,484) |
Gross profit | 598,136 | 563,029 | 1,930,601 | 1,652,583 |
Operating expenses: | ||||
Selling, general and administrative expenses | 765,227 | 994,410 | 2,404,599 | 2,973,669 |
Depreciation and amortization | 788 | 324 | 2,364 | 974 |
Bad debt expense (recovery) | (12,549) | 40,520 | (35,561) | (24,147) |
Total operating expenses | 753,466 | 1,035,254 | 2,371,402 | 2,950,496 |
Operating Loss | (155,330) | (472,225) | (440,801) | (1,297,913) |
Other Income (Expense): | ||||
Interest income | 2 | 1 | 8 | 17 |
Gain on derivative liabilities | 33,032 | 305,914 | 129,346 | 925,812 |
Non-operating penalties | (125,850) | |||
Forbearance fees | (6,000) | |||
Interest expense | (523,875) | (374,914) | (1,432,364) | (1,393,517) |
Net loss before non-controlling interest and income tax expense (benefit) | (646,171) | (541,224) | (1,869,661) | (1,771,601) |
Income tax expense (benefit) | 19,028 | (41,185) | 153,023 | 79,014 |
Net loss before non-controlling interest | (665,199) | (500,039) | (2,022,684) | (1,850,615) |
Net loss attributable to non-controlling interest | 25,582 | 42,939 | 89,567 | 79,800 |
Net loss attributable to Vertical Computer Systems, Inc. | (639,617) | (457,100) | (1,933,117) | (1,770,815) |
Dividends applicable to preferred stock | (155,600) | (155,604) | (466,800) | (462,009) |
Net loss available to common stockholders | $ (795,217) | $ (612,704) | $ (2,399,917) | $ (2,232,824) |
Basic and diluted net loss per share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Basic weighted average common shares outstanding (in shares) | 1,151,162,484 | 1,138,224,766 | 1,149,804,908 | 1,134,412,731 |
Diluted weighted average common shares outstanding (in shares) | 1,207,520,965 | 1,138,224,766 | 1,206,163,389 | 1,134,412,731 |
Comprehensive loss | ||||
Net loss | $ (665,199) | $ (500,039) | $ (2,022,684) | $ (1,850,615) |
Translation adjustments | (6,152) | (66,383) | 84,129 | (101,563) |
Comprehensive loss | (671,351) | (566,422) | (1,938,555) | (1,952,178) |
Comprehensive loss attributable to non-controlling interest | 25,582 | 42,939 | 89,567 | 79,800 |
Comprehensive loss attributable to Vertical Computer Systems, Inc. | (645,769) | (523,483) | (1,848,988) | (1,872,378) |
Licensing and Software [Member] | ||||
Revenues | ||||
Total revenues | 50,000 | 294 | 150,081 | 811 |
Software Maintenance [Member] | ||||
Revenues | ||||
Total revenues | 744,960 | 774,276 | 2,320,619 | 2,371,052 |
Cloud-Based Offering [Member] | ||||
Revenues | ||||
Total revenues | 54,041 | 48,648 | 143,093 | 174,315 |
Consulting Services [Member] | ||||
Revenues | ||||
Total revenues | 134,874 | 88,472 | 438,714 | 264,964 |
Other [Member] | ||||
Revenues | ||||
Total revenues | $ 14,254 | $ 9,028 | $ 31,601 | $ 11,925 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Other Comprehensive Income [Member] | Noncontrolling Interest [Member] | Total |
Balances, in beginning at Dec. 31, 2017 | $ 11,883 | $ (400) | $ 24,609,424 | $ (58,087,916) | $ 339,051 | $ (478,407) | $ (33,606,365) |
Balances, in beginning (in shares) at Dec. 31, 2017 | 1,188,095,201 | (40,000,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Amortization of restricted stock awards | 33,127 | 33,127 | |||||
Amortization of subsidiary restricted stock awards | 52,299 | 52,299 | |||||
Shares issued for vested restricted stock awards | $ 5 | (5) | |||||
Shares issued for vested restricted stock awards (in shares) | 570,000 | ||||||
Issuance of subsidiary shares for debt extensions | 103,656 | (4,557) | 99,099 | ||||
Issuance of subsidiary shares for services | 3,046 | (3,046) | |||||
Issuance of shares for subsidiary non-operating penalties | $ 25 | 32,975 | 33,000 | ||||
Issuance of shares for subsidiary non-operating penalties (in shares) | 2,500,000 | ||||||
Issuance of subsidiary shares for subsidiary non-operating penalties | 97,070 | (4,220) | 92,850 | ||||
Discount from warrants issued with debt | 4,823 | 4,823 | |||||
Derivative liability for warrants issued with convertible debt | (6,738) | (6,738) | |||||
Dividends paid to non-controlling interest holders | (89,090) | (89,090) | |||||
Dividends declared but unpaid to non-controlling interest holders | (1,242) | (1,242) | |||||
Other comprehensive income translation adjustment | 84,129 | 84,129 | |||||
Net loss | (1,933,117) | (89,567) | (2,022,684) | ||||
Balances, ending at Sep. 30, 2018 | $ 11,913 | $ (400) | $ 24,929,677 | $ (60,021,033) | $ 423,180 | $ (670,129) | $ (35,326,792) |
Balances, ending (in shares) at Sep. 30, 2018 | 1,191,165,201 | (40,000,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (2,022,684) | $ (1,850,615) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,364 | 974 |
Amortization of debt discounts | 219,641 | 411,603 |
Common shares issued for services | 21,060 | |
Common shares issued to employees | 84,800 | |
Issuance of shares for subsidiary non-operating penalties | 125,850 | |
Bad debt recovery | (35,561) | (24,147) |
Gain on derivatives | (129,346) | (925,812) |
Amortization of restricted stock awards | 33,127 | 99,963 |
Amortization of subsidiary restricted stock awards | 52,299 | 246,276 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 211,559 | 101,382 |
Prepaid expenses and other assets | (15,420) | 6,838 |
Accounts payable and accrued liabilities | 1,415,512 | 1,824,065 |
Accounts payable related parties | 34,881 | 1,444 |
Deferred revenue | (508,652) | (506,154) |
Net cash used in operating activities | (616,430) | (508,323) |
Cash flow from investing activities: | ||
Purchase of property and equipment | ||
Net cash used in investing activities | ||
Cash flows from financing activities: | ||
Borrowings on notes payable | 795,100 | 301,500 |
Borrowings on convertible debentures | 110,000 | |
Borrowings on related party debt | 45,000 | |
Payments of notes payable | (20,944) | (159,705) |
Issuance of preferred stock | 260,000 | |
Dividends paid by subsidiary to non-controlling interest | (89,090) | |
Bank overdraft | 3,408 | |
Net cash provided by financing activities | 730,066 | 515,203 |
Effect of changes in exchange rates on cash | 48,649 | (18,773) |
Net change in cash and cash equivalents | 162,285 | (11,893) |
Cash and cash equivalents, beginning of period | 62,084 | 190,448 |
Cash and cash equivalents, end of period | 224,369 | 178,555 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 268,747 | 32,163 |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Common shares issued for conversion of debt and accrued interest | 22,421 | |
Settlement of derivative liability upon conversion of debt | 19,566 | |
Debt discount due to shares and warrants issued with convertible debt | 26,647 | 17,390 |
Debt discount due to derivative liabilities | 18,653 | |
Debt discount due to subsidiary shares issued for debt extensions | 99,099 | 89,017 |
Common shares issued for vested restricted stock awards | 5 | 11 |
Debt discount due to warrants issued with debt | 4,823 | |
Reclassification of warrants as derivative liabilities | 6,738 | |
Non-controlling interest adjustment to equity | 459,982 | |
Debt modification | 10,000 | |
Dividends declared but unpaid to non-controlling interest holders | $ 1,242 | $ 97,500 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
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 The accompanying unaudited interim consolidated financial statements of Vertical Computer Systems, Inc. (‘we”, “our”, the “Company” or “Vertical”) have been prepared in accordance with accounting principles generally accepted in the United States of America and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Vertical’s annual report on Form 10-K for the year ended December 31, 2017. 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 87% 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. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the 2017 annual report on Form 10-K have been omitted. Revenue Recognition On January 1, 2018, the company adopted ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no impact to the opening balance of accumulated deficit as of January 1, 2018 or revenues for the quarter ended September 30, 2018, as a result of applying Topic 606. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all the Company’s revenue is recognized at the time control of the products transfers to the customer. ASC 606-10-50-5 requires that entities disclose disaggregated revenue information in categories (such as type of good or service, geography, market, type of contract, etc.). ASC 606-10-55-89 explains that the extent to which an entity’s revenue is disaggregated depends on the facts and circumstances that pertain to the entity’s contracts with customers and that some entities may need to use more than one type of category to meet the objective for disaggregating revenue. The Company disaggregates revenue by industry as well as by country to depict the nature and economic characteristics affecting revenue. The following table presents our revenue disaggregated by industry for the three and nine months ended: Three Months Ended September 30, Nine Months Ended September 30, Industry 2018 2017 2018 2017 Agriculture $ 69,535 $ 70,749 $ 212,271 $ 255,653 Automotive 9,339 7,132 23,877 21,133 Distribution 15,686 33,439 63,661 65,991 Education 197,160 171,490 632,113 495,605 Financial Services 18,605 18,720 62,294 55,329 Government 124,311 99,755 388,458 327,450 Healthcare 270,926 292,538 918,632 891,430 Manufacturing 55,792 54,813 177,315 161,900 Manufacturing Services 8,401 11,133 27,764 31,894 Media 28,072 28,288 86,211 81,436 Oil and Gas 55,016 48,929 155,968 144,012 Pulp and Paper Distribution 23,126 23,935 70,455 89,685 Pulp and Paper Manufacturing 5,150 4,975 15,414 14,074 Engineering — 25,681 34,777 93,089 Government Contractor 117,010 28,847 214,898 93,575 Other — 294 — 811 Total revenues $ 998,129 $ 920,718 $ 3,084,108 $ 2,823,067 The following table presents our revenue disaggregated by country for the three and nine months ended: Three Months Ended September 30, Nine Months Ended September 30, Country 2018 2017 2018 2017 Canada $ 612,629 $ 579,564 $ 1,975,042 $ 1,723,187 United States 385,500 341,154 1,109,066 1,099,880 Total revenues $ 998,129 $ 920,718 $ 3,084,108 $ 2,823,067 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. For the nine months ended September 30, 2018 and 2017, common stock equivalents related to the convertible debentures, convertible debt and preferred stock and stock derivative liability were not included in the calculation of the diluted earnings per share as their effect would be anti-dilutive. For the three and nine months ended September 30, 2018 and 2017, the Company had 56,358,481 and 83,059,735 potential common shares under convertible notes, which were included in the calculation of diluted loss per share. 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 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 the amendment did not 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 because 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. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows - Restricted Cash (Topic 230), which amends the existing guidance relating to the disclosure of restricted cash and restricted cash equivalents on the statement of cash flows. ASU 2016-18 is effective for the fiscal year beginning after December 15, 2017, and interim periods within that fiscal year, and early adoption is permitted. The adoption of ASU 2016-18 had no effect on our Consolidated Condensed Statements of Cash Flows. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Going Concern | |
Going Concern | Note 2. Going Concern The accompanying unaudited consolidated financial statements for the nine months ended September 30, 2018 and 2017 have been prepared assuming that we will continue as a going concern, and accordingly realize our assets and satisfy our 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 September 30, 2018, we had negative working capital of approximately $24.9 million and defaulted on several of our debt obligations. These conditions raise substantial doubt about our ability to continue as a going concern. Our 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. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Notes Payable [Abstract] | |
Notes Payable | Note 3. Notes Payable The following table reflects our third party debt activity, including our convertible debt, for the nine months ended September 30, 2018: December 31, 2017 $ 7,098,138 Repayments of third party notes (20,944 ) Borrowings from third parties 795,100 Debt discounts due to stock, warrants and derivative liabilities (130,569 ) Amortization of debt discounts 219,641 Effect of currency exchange (281 ) September 30, 2018 $ 7,961,085 During the nine months ended September 30, 2018, the Company borrowed $282,000 from a third party lender at 10% interest per annum, and the Company made total payments of $20,944 on notes payable to third parties. During the nine months ended September 30, 2018, the Company issued promissory notes to third party lenders in the aggregate principal amount of $470,000 for loans made by these lenders in the same amount to the Company. These notes bear interest at 10% per annum and are due within 90 days of the date the respective note was issued and on demand. In connection with the loans, the Company issued 1-year to 3-year warrants to purchase an aggregate total of 2,700,000 shares of VCSY common stock at a purchase price of $0.10-$0.20 per share to certain third party lenders. During the nine months ended September 30, 2018, the Company extended the term of certain warrants to purchase a total of 12,100,000 shares of VCSY common stock (at $0.10 per share) for an additional 1-year period and granted a total of 320,199 shares of the common stock of Ploinks, Inc. to third party lenders in connection with certain extensions of convertible debentures in the aggregate principal amount of $1,210,000 that were issued from 2015 through 2017. The aggregate fair market value of the Ploinks shares was determined to be $99,102 and was recorded as debt discount and is being amortized through the term of the convertible debenture. The incremental change in the fair value of the extended warrants was immaterial and did not change the conclusion of the debt modification. The due dates for all these convertible debentures were extended until October 1, 2018. During the nine months ended September 30, 2018, NOW Solutions issued a note payable in the principal amount of $43,100, to a third party bearing interest at 10% annum for advances made on behalf of NOW Solutions in 2013. On July 25, 2018, Taladin executed an amendment to a pledge agreement (the “Amended Pledge Agreement”) with a third party lender. In connection with the Amended Pledge Agreement, the Company and NOW Solutions also executed an amendment of certain promissory notes (the “Taladin Pledged Notes”) issued to the lender by the Company and NOW Solutions to a third party lender in the aggregate principal amount of $715,000. The outstanding balance due under the Notes as of June 30, 2018, including interest, was $2,093,334 (plus $280,000 in penalties). Under the original pledge agreement, Taladin pledged 20,000,000 shares (the “Taladin Pledged Shares”) of the Company’s common stock to the lender to secure obligations under the Taladin Pledged Notes, as amended, consisting of (a) promissory note issued by NOW Solutions in the principal amount of $215,000 issued on September 4, 2003 and assigned to the lender effective on January 4, 2004, (b) the promissory note issued by VCSY in the principal amount of $200,000 issued on October 24, 2006 and (c) the promissory note issued by VCSY in the principal amount of $300,000 issued on March 5, 2007. Terms of the Amended Pledge Agreement Terms of the Amendment of the Notes 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 the event NOW Solutions does not make payment to Lakeshore, the loan will be in default and NOW Solutions has five business days from discovery and notice by Lakeshore to make payment plus a penalty in the amount of 20% of the unpaid 25% share amount. 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 nine months ended September 30, 2018, the Company, through its subsidiary, declared dividends to Lakeshore of $90,332 of which $89,090 were paid and $1,242 were left accrued. During the nine months ended September 30, 2017, the Company, through its subsidiary, declared dividends to Lakeshore of $65,000 which were added to the note balance as part of the December 2017 amendment discussed above. For additional transactions and updates concerning notes payable after September 30, 2018, please see “Subsequent Events” in Note 9. |
Derivative Liability and Fair V
Derivative Liability and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability and Fair Value Measurements | Note 4. Derivative Liability and Fair Value Measurements Derivative liability As of September 30, 2018, the Company has convertible notes and common stock warrants that qualify as derivative liabilities under ASC 815. As of September 30, 2018, the aggregate fair value of the outstanding derivative liabilities was $63,576. For the nine months ended September 30, 2018, the net gain on the change in fair value of derivative liabilities was $129,346. The Company estimated the fair value of the derivative liabilities using the Black-Scholes option pricing model and the following key assumptions during 2018: 2018 Expected dividends 0% Expected terms (years) 0. 21 – 2.92 Volatility 38% - 164% Risk-free rate 2.19% - 2.88% 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 September 30, 2018 and December 31, 2017: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of September 30, 2018: Liabilities Derivative liabilities – convertible debt and warrants $ — $ — $ 63,576 As of December 31, 2017: Liabilities Derivative liabilities - convertible debt and warrants $ — $ — $ 159,537 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 Company uses Level 3 inputs to estimate the fair value of its derivative liabilities. The below table presents the change in the fair value of the derivative liabilities during the nine months ended September 30, 2018: Fair value as of December 31, 2017 $ 159,537 Additions recognized as debt discounts 26,647 Additions due to warrant derivative 6,738 Gain on change in fair value of derivatives (129,346 ) Fair value as of September 30, 2018 $ 63,576 |
Common and Preferred Stock Tran
Common and Preferred Stock Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Common and Preferred Stock Transactions | Note 5. Common and Preferred Stock Transactions On July 25, 2018, Taladin executed an amendment to a pledge agreement (the “Amended Pledge Agreement”) with a third party lender. Under the original pledge agreement, Taladin pledged 20,000,000 shares (the “Taladin Pledged Shares”) of the Company’s common stock to the lender to secure obligations under the Taladin Pledged Notes, as also amended. Under the terms of the Amended Pledge Agreement, in lieu of selling the Taladin Pledged Shares pursuant to the original terms of the pledge agreement, Taladin and the lender agreed that Taladin, or a party acting on Taladin’s behalf, had the right to purchase a total of 10,000,000 shares of the Taladin Pledged Shares from Taladin at a purchase price of $0.015 per share over a certain period of time. The Company made $150,000 in payments to the lender and all rights to the 10,000,000 shares of the Pledged Stock have been retained by Taladin. During the nine months ended September 30, 2018, the Company issued promissory notes to third party lenders in the aggregate principal amount of $470,000 for loans made by these lenders in the same amount to the Company. These notes bear interest at 10% per annum and are due within 90 days of the date the respective note was issued and on demand. In connection with the loans, the Company issued 1-year to 3-year warrants to purchase an aggregate total of 2,700,000 shares of VCSY common stock at a purchase price of $0.10-$0.20 per share to certain third party lenders. During the nine months ended September 30, 2018, the Company issued an additional 2,500,000 VCSY common shares at a fair market value of $33,000 and an additional 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. These additional shares were issued 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, when VHS did not meet performance standards. The company recorded the combined fair value of $125,850 as non-operating penalties in other income (expense) for the six months ended June 30, 2018. During the nine months ended September 30, 2018, the Company extended the term of certain warrants to purchase an aggregate total of 225,000 shares of VCSY common stock at a purchase price of $0.10 and $0.20 per share for an additional 1-year period to third party subscribers who purchased an aggregate total of 750 shares of VCSY Series A Preferred Convertible Stock in the aggregate amount of $150,000. During the nine months ended September 30, 2018, the Company extended the term of certain warrants to purchase a total of 12,100,000 shares of VCSY common stock (at $0.10 per share) for an additional 1-year period and granted a total of 320,199 shares of the common stock of Ploinks, Inc. to third party lenders in connection with certain extensions of convertible debentures in the aggregate principal amount of $1,210,000 that were issued from 2015 through 2017. The due dates for all these convertible debentures were extended until October 1, 2018. The incremental change in the fair value of the extended warrants was immaterial and did not change the conclusion of the debt modification. During the nine months ended September 30, 2018, 570,000 shares of VCSY common stock issued to employees of the Company vested. During the nine months ended September 30, 2018, warrants to purchase 1,000,000 shares of VCSY common stock at a purchase price of $0.10 per share expired. During the nine months ended September 30, 2018, 289,998 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. Stock compensation expense for the amortization of restricted stock awards was $33,127 for the nine months ended September 30, 2018. As of September 30, 2018, there were 5,490,000 shares of unvested stock compensation awards to employees and 15,500,000 shares of unvested stock compensation awards to non-employees. We have evaluated our convertible cumulative preferred stock under the guidance set out in FASB ASC 470-20 and accordingly classified these shares as temporary equity in the consolidated balance sheets. For additional transactions after September 30, 2018 concerning stock transactions, please see “Subsequent Events” in Note 9. |
Option and Warrant Activity
Option and Warrant Activity | 9 Months Ended |
Sep. 30, 2018 | |
Option And Warrant Activity | |
Option and Warrant Activity | Note 6. Option and Warrant Activity Option and warrant activities during the nine months ended September 30, 2018 is summarized as follows: Incentive Stock Options Non-Statutory Stock Options Warrants Weighted Average Exercise Price Outstanding at December 31, 2017 — — 16,340,000 $ 0.101 Options/Warrants granted — — 2,700,000 $ 0.181 Options/Warrants exercised — — — — Options/Warrants expired/cancelled — — 1,000,000 0.10 Outstanding at September 30, 2018 — — 18,040,000 $ 0.114 The weighted average remaining life of the outstanding warrants as of September 30, 2018 was 1.79. The intrinsic value of the exercisable warrants as of September 30, 2018 was $0.009. For additional transactions after September 30, 2018 concerning warrants and stock options, please see “Subsequent Events” in Note 9. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions The following table reflects our related party debt activity, including our convertible debt, for the nine months ended September 30, 2018: December 31, 2017 $ 308,242 Borrowings from related party 45,000 September 30, 2018 $ 353,242 During the nine months ended September 30, 2018, a director of the Company loaned the Company $45,000. The debt bears interest at 10% and is payable upon demand. As of September 30, 2018, and December 31, 2017, the Company had accounts payable to employees for unreimbursed expenses and related party contractors in an aggregate amount of $183,641 and $148,760, respectively. The payables are unsecured, non-interest bearing and due on demand. As of September 30, 2018, and December 31, 2017, the Company has accrued payroll to certain current and former employees of $2,857,777 and $2,770,684, respectively. 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, 2016 at which time payroll claims of approximately $878,099 for salary earned from 2012 to December 31, 2016 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 during 2016 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 September 30, 2018 and December 31, 2017 as this contingent liability is considered remote. Cumulative bonus interest through September 30, 2018 is $4,984,867. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Note 8. Legal Proceedings 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 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 $340,883 of principal and accrued interest as of September 30, 2018. 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 | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events During the period that runs from October 1, 2018 through November 27, 2018, the Company issued a promissory note to a third party lender in the principal amount of $100,000 for a loan made by the lender in the same amount to the Company. The note bears interest at 10% per annum and is due within 90 days of the date the respective note was issued. In connection with the loan, the Company issued 1-year warrants to purchase an aggregate 2,000,000 shares of VCSY common stock at a purchase price of $0.10-$0.20 per share to the third party lender. During the period that runs from October 1, 2018 through November 27, 2018, 5,950,000 shares of VCSY common stock issued under restricted stock agreements to employees and consultants of the Company and a subsidiary of the Company vested. During the period that runs from October 1, 2018 through November 27, 495,334 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. During the period that runs from October 1, 2018 through November 27, 2018, the Company issued certain 3-year warrants to purchase an aggregate total of 12,100,000 shares of VCSY common stock at a purchase price of $0.10 per share to third party lenders in connection with certain extensions of convertible debentures in the aggregate principal amount of $12,100,000 that were issued from 2015 through 2017. The incremental change in the fair value of the extended warrants was immaterial and did not change the conclusion of the debt modification. The due dates for all these convertible debentures were extended until January 15, 2019. During the period that runs from October 1, 2018 through November 27, 2018, the Company extended the term of certain warrants to purchase an aggregate total of 450,000 shares of VCSY common stock at a purchase price of $0.10 and $0.20 per share for an additional 1-year period to third party subscribers who purchased an aggregate total of 1,500 shares of VCSY Series A Preferred Convertible Stock in the aggregate amount of $300,000. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenue Recognition | Revenue Recognition On January 1, 2018, the company adopted ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no impact to the opening balance of accumulated deficit as of January 1, 2018 or revenues for the quarter ended September 30, 2018, as a result of applying Topic 606. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all the Company’s revenue is recognized at the time control of the products transfers to the customer. ASC 606-10-50-5 requires that entities disclose disaggregated revenue information in categories (such as type of good or service, geography, market, type of contract, etc.). ASC 606-10-55-89 explains that the extent to which an entity’s revenue is disaggregated depends on the facts and circumstances that pertain to the entity’s contracts with customers and that some entities may need to use more than one type of category to meet the objective for disaggregating revenue. The Company disaggregates revenue by industry as well as by country to depict the nature and economic characteristics affecting revenue. The following table presents our revenue disaggregated by industry for the three and nine months ended: Three Months Ended September 30, Nine Months Ended September 30, Industry 2018 2017 2018 2017 Agriculture $ 69,535 $ 70,749 $ 212,271 $ 255,653 Automotive 9,339 7,132 23,877 21,133 Distribution 15,686 33,439 63,661 65,991 Education 197,160 171,490 632,113 495,605 Financial Services 18,605 18,720 62,294 55,329 Government 124,311 99,755 388,458 327,450 Healthcare 270,926 292,538 918,632 891,430 Manufacturing 55,792 54,813 177,315 161,900 Manufacturing Services 8,401 11,133 27,764 31,894 Media 28,072 28,288 86,211 81,436 Oil and Gas 55,016 48,929 155,968 144,012 Pulp and Paper Distribution 23,126 23,935 70,455 89,685 Pulp and Paper Manufacturing 5,150 4,975 15,414 14,074 Engineering — 25,681 34,777 93,089 Government Contractor 117,010 28,847 214,898 93,575 Other — 294 — 811 Total revenues $ 998,129 $ 920,718 $ 3,084,108 $ 2,823,067 The following table presents our revenue disaggregated by country for the three and nine months ended: Three Months Ended September 30, Nine Months Ended September 30, Country 2018 2017 2018 2017 Canada $ 612,629 $ 579,564 $ 1,975,042 $ 1,723,187 United States 385,500 341,154 1,109,066 1,099,880 Total revenues $ 998,129 $ 920,718 $ 3,084,108 $ 2,823,067 |
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. For the nine months ended September 30, 2018 and 2017, common stock equivalents related to the convertible debentures, convertible debt and preferred stock and stock derivative liability were not included in the calculation of the diluted earnings per share as their effect would be anti-dilutive. For the three and nine months ended September 30, 2018 and 2017, the Company had 56,358,481 and 83,059,735 potential common shares under convertible notes, which were included in the calculation of diluted loss per share. |
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 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 the amendment did not 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 because 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. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows - Restricted Cash (Topic 230), which amends the existing guidance relating to the disclosure of restricted cash and restricted cash equivalents on the statement of cash flows. ASU 2016-18 is effective for the fiscal year beginning after December 15, 2017, and interim periods within that fiscal year, and early adoption is permitted. The adoption of ASU 2016-18 had no effect on our Consolidated Condensed Statements of Cash Flows. |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of revenue disaggregated by industry | The Company disaggregates revenue by industry as well as by country to depict the nature and economic characteristics affecting revenue. The following table presents our revenue disaggregated by industry for the three and nine months ended: Three Months Ended September 30, Nine Months Ended September 30, Industry 2018 2017 2018 2017 Agriculture $ 69,535 $ 70,749 $ 212,271 $ 255,653 Automotive 9,339 7,132 23,877 21,133 Distribution 15,686 33,439 63,661 65,991 Education 197,160 171,490 632,113 495,605 Financial Services 18,605 18,720 62,294 55,329 Government 124,311 99,755 388,458 327,450 Healthcare 270,926 292,538 918,632 891,430 Manufacturing 55,792 54,813 177,315 161,900 Manufacturing Services 8,401 11,133 27,764 31,894 Media 28,072 28,288 86,211 81,436 Oil and Gas 55,016 48,929 155,968 144,012 Pulp and Paper Distribution 23,126 23,935 70,455 89,685 Pulp and Paper Manufacturing 5,150 4,975 15,414 14,074 Engineering — 25,681 34,777 93,089 Government Contractor 117,010 28,847 214,898 93,575 Other — 294 — 811 Total revenues $ 998,129 $ 920,718 $ 3,084,108 $ 2,823,067 |
Schedule of revenue disaggregated by country | The following table presents our revenue disaggregated by country for the three and nine months ended: Three Months Ended September 30, Nine Months Ended September 30, Country 2018 2017 2018 2017 Canada $ 612,629 $ 579,564 $ 1,975,042 $ 1,723,187 United States 385,500 341,154 1,109,066 1,099,880 Total revenues $ 998,129 $ 920,718 $ 3,084,108 $ 2,823,067 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 nine months ended September 30, 2018: December 31, 2017 $ 7,098,138 Repayments of third party notes (20,944 ) Borrowings from third parties 795,100 Debt discounts due to stock, warrants and derivative liabilities (130,569 ) Amortization of debt discounts 219,641 Effect of currency exchange (281 ) September 30, 2018 $ 7,961,085 |
Derivative Liability and Fair_2
Derivative Liability and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 2018: 2018 Expected dividends 0% Expected terms (years) 0. 21 – 2.92 Volatility 38% - 164% Risk-free rate 2.19% - 2.88% |
Schedule of derivative liabilities at fair value | The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2018 and December 31, 2017: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of September 30, 2018: Liabilities Derivative liabilities – convertible debt and warrants $ — $ — $ 63,576 As of December 31, 2017: Liabilities Derivative liabilities - convertible debt and warrants $ — $ — $ 159,537 |
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 nine months ended September 30, 2018: Fair value as of December 31, 2017 $ 159,537 Additions recognized as debt discounts 26,647 Additions due to warrant derivative 6,738 Gain on change in fair value of derivatives (129,346 ) Fair value as of September 30, 2018 $ 63,576 |
Option and Warrant Activity (Ta
Option and Warrant Activity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Option And Warrant Activity | |
Schedule of option and warrant activity | Option and warrant activities during the nine months ended September 30, 2018 is summarized as follows: Incentive Stock Options Non-Statutory Stock Options Warrants Weighted Average Exercise Price Outstanding at December 31, 2017 — — 16,340,000 $ 0.101 Options/Warrants granted — — 2,700,000 $ 0.181 Options/Warrants exercised — — — — Options/Warrants expired/cancelled — — 1,000,000 0.10 Outstanding at September 30, 2018 — — 18,040,000 $ 0.114 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table reflects our related party debt activity, including our convertible debt, for the nine months ended September 30, 2018: December 31, 2017 $ 308,242 Borrowings from related party 45,000 September 30, 2018 $ 353,242 |
Organization, Basis of Presen_4
Organization, Basis of Presentation and Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Total Revenues | $ 998,129 | $ 920,718 | $ 3,084,108 | $ 2,823,067 |
Agriculture [Member] | ||||
Total Revenues | 69,535 | 70,749 | 212,271 | 255,653 |
Automotive [Member] | ||||
Total Revenues | 9,339 | 7,132 | 23,877 | 21,133 |
Distribution [Member] | ||||
Total Revenues | 15,686 | 33,439 | 63,661 | 65,991 |
Education [Member] | ||||
Total Revenues | 197,160 | 171,490 | 632,113 | 495,605 |
Financial Services [Member] | ||||
Total Revenues | 18,605 | 18,720 | 62,294 | 55,329 |
Government [Member] | ||||
Total Revenues | 124,311 | 99,755 | 388,458 | 327,450 |
Healthcare [Member] | ||||
Total Revenues | 270,926 | 292,538 | 918,632 | 891,430 |
Manufacturing [Member] | ||||
Total Revenues | 55,792 | 54,813 | 177,315 | 161,900 |
Manufacturing Services [Member] | ||||
Total Revenues | 8,401 | 11,133 | 27,764 | 31,894 |
Media [Member] | ||||
Total Revenues | 28,072 | 28,288 | 86,211 | 81,436 |
Oil and Gas [Member] | ||||
Total Revenues | 55,016 | 48,929 | 155,968 | 144,012 |
Pulp and Paper Distribution [Member] | ||||
Total Revenues | 23,126 | 23,935 | 70,455 | 89,685 |
Pulp and Paper Manufacturing [Member] | ||||
Total Revenues | 5,150 | 4,975 | 15,414 | 14,074 |
Engineering [Member] | ||||
Total Revenues | 25,681 | 34,777 | 93,089 | |
Government Contractor [Member] | ||||
Total Revenues | 117,010 | 28,847 | 214,898 | 93,575 |
Other [Member] | ||||
Total Revenues | $ 294 | $ 811 |
Organization, Basis of Presen_5
Organization, Basis of Presentation and Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Total Revenues | $ 998,129 | $ 920,718 | $ 3,084,108 | $ 2,823,067 |
UNITED STATES | ||||
Total Revenues | 385,500 | 341,154 | 1,109,066 | 1,099,880 |
CANADA | ||||
Total Revenues | $ 612,629 | $ 579,564 | $ 1,975,042 | $ 1,723,187 |
Organization, Basis of Presen_6
Organization, Basis of Presentation and Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018shares | Sep. 30, 2018shares | |
Convertible Notes [Member] | ||
Number of common shares included in diluted loss per share (in shares) | 56,358,481 | 83,059,735 |
NOW Solutions [Member] | ||
Percentage of ownership | 75.00% | 75.00% |
SnAPPnet, Inc [Member] | ||
Percentage of ownership | 80.00% | 80.00% |
Priority Time Systems, Inc [Member] | ||
Percentage of ownership | 80.00% | 80.00% |
Ploinks, Inc [Member] | ||
Percentage of ownership | 87.00% | 87.00% |
Government Internet Systems, Inc [Member] | ||
Percentage of ownership | 84.50% | 84.50% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Going Concern | |
Working capital | $ (24,900,000) |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Long-term Debt [Roll Forward] | ||
Amortization of debt discounts | $ 219,641 | $ 411,603 |
Third Party [Member] | ||
Long-term Debt [Roll Forward] | ||
Balance, beginning | 7,098,138 | |
Repayments of third party notes | (20,944) | |
Borrowings from third parties | 795,100 | |
Debt discounts due to stock, warrants and derivative liabilities | (130,569) | |
Amortization of debt discounts | 219,641 | |
Effect of currency exchange | (281) | |
Balance, end | $ 7,961,085 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jul. 25, 2018 | Jan. 09, 2013 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2014 | Mar. 05, 2007 | Oct. 24, 2006 | Sep. 04, 2003 |
Issuance of subsidiary shares for debt extensions | $ 99,099 | ||||||||
Loss on debt extinguishment | $ 128,250 | ||||||||
Common Stock [Member] | |||||||||
Issuance of subsidiary shares for debt extensions | |||||||||
NOW Solutions [Member] | |||||||||
Percentage of ownership | 75.00% | ||||||||
Ploinks, Inc [Member] | |||||||||
Percentage of ownership | 87.00% | ||||||||
SnAPPnet, Inc [Member] | |||||||||
Percentage of ownership | 80.00% | ||||||||
Taladin, Inc [Member] | Pledged Shares [Member] | Common Stock [Member] | |||||||||
Number of pledged shares | 20,000,000 | ||||||||
Taladin, Inc [Member] | Pledged Shares [Member] | 10% Promissory Notes [Member] | |||||||||
Debt face amount | $ 300,000 | $ 200,000 | $ 215,000 | ||||||
Priority Time Systems, Inc [Member] | |||||||||
Percentage of ownership | 80.00% | ||||||||
Ploinks, Inc [Member] | Employees and Consultant [Member] | |||||||||
Description of warrant term | <font style="font: 10pt Times New Roman, Times, Serif">Company extended the term of certain warrants to purchase a total of 12,100,000 shares of VCSY common stock (at $0.10 per share) for an additional 1-year period and granted a total of 320,199 shares of the common stock of Ploinks, Inc. to third-party lenders in connection with certain extensions of convertible debentures in the aggregate principal amount of $1,210,000 that were issued from 2015 through 2017.</font></p>" id="sjs-D19"><p style="margin: 0"><font style="font: 10pt Times New Roman, Times, Serif">Company extended the term of certain warrants to purchase a total of 12,100,000 shares of VCSY common stock (at $0.10 per share) for an additional 1-year period and granted a total of 320,199 shares of the common stock of Ploinks, Inc. to third-party lenders in connection with certain extensions of convertible debentures in the aggregate principal amount of $1,210,000 that were issued from 2015 through 2017.</font></p> | ||||||||
Number of shares granted | 320,199 | ||||||||
Ploinks, Inc [Member] | Employees and Consultant [Member] | Warrant (Purchase Price at $ 0.10 per share) [Member] | |||||||||
Debt face amount | $ 1,210,000 | ||||||||
Number of shares that may be purchased under a warrant or stock option | 12,100,000 | ||||||||
Third-Party Lender [Member] | Warrant (Purchase Price of $0.10-$0.20 per share) [Member] | |||||||||
Description of warrant term | <font style="font: 10pt Times New Roman, Times, Serif; background-color: aqua">Company issued 1-year to 3-year warrants to purchase an aggregate total of 2,700,000 shares of VCSY common stock at a purchase price of $0.10-$0.20 per share to certain third-party lenders</font><font style="font: 10pt Times New Roman, Times, Serif">.</font></p>" id="sjs-D25"><p style="font: 12pt Arial Unicode MS; margin-right: 0; margin-left: 0"><font style="font: 10pt Times New Roman, Times, Serif; background-color: aqua">Company issued 1-year to 3-year warrants to purchase an aggregate total of 2,700,000 shares of VCSY common stock at a purchase price of $0.10-$0.20 per share to certain third-party lenders</font><font style="font: 10pt Times New Roman, Times, Serif">.</font></p> | ||||||||
Number of shares that may be purchased under a warrant or stock option | 2,700,000 | ||||||||
Third-Party Lender [Member] | Amended Pledge Agreement [Member] | 10% Promissory Notes [Member] | |||||||||
Interest rate | 16.00% | ||||||||
Outstanding penalties | $ 125,000 | ||||||||
Description of debt instrument payment terms | <font style="font: 10pt Times New Roman, Times, Serif">(a) $125,000 will applied to the currently outstanding penalties in the amount of $280,000, which were deemed to be paid in full (and the remaining $155,000 in penalties were cancelled) and (b) a payment of $25,000 was applied toward the Taladin Pledged Notes; (c) beginning on September 1, 2018, and continuing on the first day of each month thereafter, the Company shall make $25,000 monthly installments payments until January 31, 2020 (the “Maturity Date”) at which time all outstanding amounts under the Taladin Pledged Notes will be due; (d) upon an additional payment of $175,000, the annual interest rate for all of the Taladin Pledged Notes will be reduced to an annual interest rate of 12%, provided that if, at any time the delinquent monthly payments exceed $75,000, the annual interest rate will be raised to an annual interest rate of 16%.</font></p>" id="sjs-B30"><p style="margin: 0"><font style="font: 10pt Times New Roman, Times, Serif">(a) $125,000 will applied to the currently outstanding penalties in the amount of $280,000, which were deemed to be paid in full (and the remaining $155,000 in penalties were cancelled) and (b) a payment of $25,000 was applied toward the Taladin Pledged Notes; (c) beginning on September 1, 2018, and continuing on the first day of each month thereafter, the Company shall make $25,000 monthly installments payments until January 31, 2020 (the “Maturity Date”) at which time all outstanding amounts under the Taladin Pledged Notes will be due; (d) upon an additional payment of $175,000, the annual interest rate for all of the Taladin Pledged Notes will be reduced to an annual interest rate of 12%, provided that if, at any time the delinquent monthly payments exceed $75,000, the annual interest rate will be raised to an annual interest rate of 16%.</font></p> | ||||||||
Cancelled penalties | $ 155,000 | ||||||||
Total outstanding penalties | $ 280,000 | ||||||||
Third-Party Lender [Member] | SnAPPnet, Inc [Member] | Amended Pledge Agreement [Member] | |||||||||
Outstanding principal and interest | $ 2,093,334 | ||||||||
Penalties accrued related to outstanding debt | 280,000 | ||||||||
Number of pledged shares | 10,000,000 | ||||||||
Purchase Price (per share) | 0.015 | ||||||||
Third-Party Lender [Member] | SnAPPnet, Inc [Member] | Amended Pledge Agreement [Member] | 10% Promissory Notes [Member] | |||||||||
Debt face amount | $ 715,000 | ||||||||
Third-Party Lender [Member] | Priority Time Systems, Inc [Member] | Amended Pledge Agreement [Member] | |||||||||
Retained pledged shares | 10,000,000 | ||||||||
Payment for pledged shares | $ 150,000 | ||||||||
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 Due January 31, 2022 [Member] | Taladin, Inc [Member] | |||||||||
Percentage of assignment of interest in gross revenues generated from licenses of an asset | 5.00% | ||||||||
11% Secured Lakeshore Note [Member] | 2017 Lakeshore Loan Agreement Amendment [Member] | |||||||||
Debt face amount | $ 2,291,395 | 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.</font></p>" id="sjs-E58"><p><font style="font: 10pt Times New Roman, Times, Serif">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.</font></p> | ||||||||
Outstanding accrued interest | $ 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. In the event NOW Solutions does not make payment to Lakeshore, the loan will be in default and NOW Solutions has five business days from discovery and notice by Lakeshore to make payment plus a penalty in the amount of 20% of the unpaid 25% share amount.</font></p>" id="sjs-E60"><p><font style="font: 10pt Times New Roman, Times, Serif">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 the event NOW Solutions does not make payment to Lakeshore, the loan will be in default and NOW Solutions has five business days from discovery and notice by Lakeshore to make payment plus a penalty in the amount of 20% of the unpaid 25% share amount.</font></p> | ||||||||
Declared dividends | 90,332 | $ 65,000 | |||||||
Dividends paid | 89,090 | ||||||||
Accrued dividends | $ 1,242 | ||||||||
Accrued dividends and attorney's fees | $ 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 | 3,000,000 | ||||||||
Aggregate fair market value | $ 92,850 | ||||||||
Note Payable [Member] | Third-Party Lender [Member] | |||||||||
Borrowings from third party notes | 282,000 | ||||||||
Repayments of third party notes | 20,944 | ||||||||
Note Payable [Member] | Third-Party Lender [Member] | NOW Solutions [Member] | |||||||||
Debt face amount | 43,100 | ||||||||
10% Promissory Notes [Member] | Third-Party Lender [Member] | |||||||||
Debt face amount | $ 470,000 | ||||||||
Due period | <font style="font: 10pt Times New Roman, Times, Serif">90 days</font></p>" id="sjs-D77"><p style="font: 12pt Arial Unicode MS; margin-right: 0; margin-left: 0"><font style="font: 10pt Times New Roman, Times, Serif">90 days</font></p> | ||||||||
Lakeshore Investments Llc [Member] | |||||||||
Debt face amount | $ 1,759,150 | ||||||||
Lakeshore Investments Llc [Member] | 11% Secured Lakeshore Note Due January 31, 2022 [Member] | Priority Time Systems, Inc [Member] | |||||||||
Minority ownership interest | 20.00% | ||||||||
Lakeshore Investments Llc [Member] | 11% Secured Lakeshore Note Due January 31, 2022 [Member] | SnAPPnet, Inc [Member] | |||||||||
Minority ownership interest | 20.00% |
Derivative Liability and Fair_3
Derivative Liability and Fair Value Measurements (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Expected Dividends [Member] | |
Derivative liability, measurement input | 0 |
Expected Term [Member] | Minimum [Member] | |
Derivative liability, expected terms | 2 months 16 days |
Expected Term [Member] | Maximum [Member] | |
Derivative liability, expected terms | 2 years 11 months 1 day |
Volatility [Member] | Minimum [Member] | |
Derivative liability, measurement input | 0.38 |
Volatility [Member] | Maximum [Member] | |
Derivative liability, measurement input | 1.64 |
Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative liability, measurement input | 0.0219 |
Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative liability, measurement input | 0.0288 |
Derivative Liability and Fair_4
Derivative Liability and Fair Value Measurements (Details 1) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Liabilities | ||
Derivative liabilities - convertible debt and warrants | $ 63,576 | |
Stock Derivative [Member] | Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities - convertible debt and warrants | ||
Stock Derivative [Member] | Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities - convertible debt and warrants | ||
Stock Derivative [Member] | Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities - convertible debt and warrants | $ 63,576 | $ 159,537 |
Derivative Liability and Fair_5
Derivative Liability and Fair Value Measurements (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 30, 2017 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Fair value as of beginning | $ 159,537 | |
Additions recognized as debt discounts | 26,647 | |
Additions due to warrant derivative | 6,738 | |
Gain on change in fair value of derivatives | (129,346) | |
Fair value as of end | $ 63,576 | $ 159,537 |
Derivative Liability and Fair_6
Derivative Liability and Fair Value Measurements (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Outstanding derivative liabilities | $ 63,576 | $ 63,576 | ||
Gain on change in fair value of derivative liabilities | $ 33,032 | $ 305,914 | $ 129,346 | $ 925,812 |
Common and Preferred Stock Tr_2
Common and Preferred Stock Transactions (Details Narrative) - USD ($) | Jul. 25, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Amortization of restricted stock awards | $ 33,127 | $ 99,963 | ||||
Non-operating penalties | $ (125,850) | |||||
Number of warrants that expired or were cancelled | <font style="font: 10pt Times New Roman, Times, Serif">Warrants to purchases 1,000,000 shares of VCSY common stock at a purchase price of $0.10 per share expired.</font></p>" id="sjs-E4"><p style="margin: 0"><font style="font: 10pt Times New Roman, Times, Serif">Warrants to purchases 1,000,000 shares of VCSY common stock at a purchase price of $0.10 per share expired.</font></p> | |||||
2017 Lakeshore Loan Agreement Amendment [Member] | 11% Secured Lakeshore Note [Member] | ||||||
Number of shares issued during the period | 2,500,000 | |||||
Aggregate fair market value | $ 35,400 | |||||
Debt face amount | 2,291,395 | $ 2,291,395 | $ 2,291,395 | |||
2017 Lakeshore Loan Agreement Amendment [Member] | 11% Secured Lakeshore Note [Member] | Ploinks, Inc [Member] | ||||||
Number of shares issued during the period | 3,000,000 | |||||
Aggregate fair market value | $ 92,850 | |||||
Pledged Shares [Member] | Taladin, Inc [Member] | Common Stock [Member] | ||||||
Number of pledged shares | 20,000,000 | |||||
Third-Party Lender [Member] | 10% Promissory Notes [Member] | ||||||
Debt face amount | $ 470,000 | $ 470,000 | ||||
Due period | <font style="font: 10pt Times New Roman, Times, Serif">90 days</font></p>" id="sjs-E16"><p style="font: 12pt Arial Unicode MS; margin-right: 0; margin-left: 0"><font style="font: 10pt Times New Roman, Times, Serif">90 days</font></p> | |||||
Third-Party Lender [Member] | Amended Pledge Agreement [Member] | Priority Time Systems, Inc [Member] | ||||||
Retained pledged shares | 10,000,000 | |||||
Payment for pledged shares | $ 150,000 | |||||
Third-Party Lender [Member] | Amended Pledge Agreement [Member] | SnAPPnet, Inc [Member] | ||||||
Number of pledged shares | 10,000,000 | |||||
Purchase Price (per share) | 0.015 | |||||
Third-Party Subscribers [Member] | Series A 4% Convertible Cumulative Preferred Stock [Member] | ||||||
Shares purchased under a subscription agreement | 750 | |||||
Amount paid for equity under a subscription agreement | $ 150,000 | |||||
Series A Preferred Stock [Member] | 2017 Lakeshore Loan Agreement Amendment [Member] | 11% Secured Lakeshore Note [Member] | ||||||
Number of shares of a subsidiary of the parent company purchased by third parties from another third party | 600,000 | |||||
Warrant (Purchase Price of $0.10-$0.20 per share) [Member] | Third-Party Lender [Member] | ||||||
Number of shares under warrants extended | 2,700,000 | 2,700,000 | ||||
Description of warrant term | <font style="font: 10pt Times New Roman, Times, Serif; background-color: aqua">Company issued 1-year to 3-year warrants to purchase an aggregate total of 2,700,000 shares of VCSY common stock at a purchase price of $0.10-$0.20 per share to certain third-party lenders</font><font style="font: 10pt Times New Roman, Times, Serif">.</font></p>" id="sjs-E30"><p style="font: 12pt Arial Unicode MS; margin-right: 0; margin-left: 0"><font style="font: 10pt Times New Roman, Times, Serif; background-color: aqua">Company issued 1-year to 3-year warrants to purchase an aggregate total of 2,700,000 shares of VCSY common stock at a purchase price of $0.10-$0.20 per share to certain third-party lenders</font><font style="font: 10pt Times New Roman, Times, Serif">.</font></p> | |||||
Warrant (Purchase Price of 0.10 and $0.20 per share) [Member] | Third-Party Subscribers [Member] | ||||||
Description of warrant term | <font style="font: 10pt Times New Roman, Times, Serif; background-color: aqua">Company extended the term of certain warrants to purchase an aggregate total of 225,000 shares of VCSY common stock at a purchase price of $0.10 and $0.20 per share for an additional 1-year period to third-party subscribers who purchased an aggregate total of 750 shares of VCSY Series A Preferred Convertible Stock in the aggregate amount of $150,000.</font></p>" id="sjs-E32"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif; background-color: aqua">Company extended the term of certain warrants to purchase an aggregate total of 225,000 shares of VCSY common stock at a purchase price of $0.10 and $0.20 per share for an additional 1-year period to third-party subscribers who purchased an aggregate total of 750 shares of VCSY Series A Preferred Convertible Stock in the aggregate amount of $150,000.</font></p> | |||||
Warrant (Purchase Price of 0.10 and $0.20 per share) [Member] | Third-Party Subscribers [Member] | ||||||
Number of shares under warrants extended | 225,000 | 225,000 | ||||
Employees and Consultant [Member] | ||||||
Number of shares vested | 570,000 | 570,000 | ||||
Employees and Consultant [Member] | Ploinks, Inc [Member] | ||||||
Description of warrant term | <font style="font: 10pt Times New Roman, Times, Serif">Company extended the term of certain warrants to purchase a total of 12,100,000 shares of VCSY common stock (at $0.10 per share) for an additional 1-year period and granted a total of 320,199 shares of the common stock of Ploinks, Inc. to third-party lenders in connection with certain extensions of convertible debentures in the aggregate principal amount of $1,210,000 that were issued from 2015 through 2017.</font></p>" id="sjs-E38"><p style="margin: 0"><font style="font: 10pt Times New Roman, Times, Serif">Company extended the term of certain warrants to purchase a total of 12,100,000 shares of VCSY common stock (at $0.10 per share) for an additional 1-year period and granted a total of 320,199 shares of the common stock of Ploinks, Inc. to third-party lenders in connection with certain extensions of convertible debentures in the aggregate principal amount of $1,210,000 that were issued from 2015 through 2017.</font></p> | |||||
Number of shares granted | 320,199 | |||||
Employees and Consultant [Member] | Ploinks, Inc [Member] | Restricted Stock [Member] | ||||||
Number of shares vested | 289,998 | 289,998 | ||||
Employees and Consultant [Member] | Warrant (Purchase Price at $ 0.10 per share) [Member] | Ploinks, Inc [Member] | ||||||
Number of shares under warrants extended | 12,100,000 | 12,100,000 | ||||
Debt face amount | $ 1,210,000 | $ 1,210,000 | ||||
Employee [Member] | ||||||
Number of shares non vested | 5,490,000 | 5,490,000 | ||||
Non Employees [Member] | ||||||
Number of shares non vested | 15,500,000 | 15,500,000 |
Option and Warrant Activity (De
Option and Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Warrant [Member] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights [Roll Forward] | |
Balance at beginning | 16,340,000 |
Options/Warrants granted | 2,700,000 |
Options/Warrants exercised | |
Options/Warrants expired/cancelled | 1,000,000 |
Balance at ending | 18,040,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights [Roll Forward] | |
Balance at beginning | $ / shares | $ 0.101 |
Options/Warrants granted | $ / shares | .181 |
Options/Warrants exercised | $ / shares | |
Options/Warrants expired/cancelled | $ / shares | 0.10 |
Balance at ending | $ / shares | $ 0.114 |
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 (_2
Option and Warrant Activity (Details Narrative) | 9 Months Ended |
Sep. 30, 2018$ / shares | |
Option And Warrant Activity | |
Weighted average remaining life of outstanding warrants | 1 year 9 months 14 days |
Intrinsic value of exercisable warrants (in dollars per share) | $ 0.009 |
Related Party Transactions (Det
Related Party Transactions (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Related Party Transactions [Abstract] | |
Balance beginning | $ 308,242 |
Borrowings from related party | 45,000 |
Balance ending | $ 353,242 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | 54 Months Ended | 60 Months Ended | 72 Months Ended | 138 Months Ended | 144 Months Ended |
Sep. 30, 2018 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Jun. 30, 2012 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||||||
Accounts payable to related parties | $ 183,641 | $ 148,760 | |||||
Percentage of royalty on gross revenues | 3.00% | ||||||
Deferred payroll to former employees | $ 2,857,777 | 2,770,684 | |||||
Employees Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Cumulative bonus interest | 4,984,867 | ||||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Loan face amount | $ 45,000 | ||||||
Interest rate | 10.00% | ||||||
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 | $ 883,190 | $ 878,099 | $ 1,118,561 | $ 1,652,113 | $ 1,652,113 | ||
Percentage of assignment of interest in gross revenues generated from licenses of an asset | 20.00% | ||||||
Description of payments under agreement | <font style="font: 10pt Times New Roman, Times, Serif">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.</font></p>" id="sjs-D20"><p style="margin: 0pt"><font style="font: 10pt Times New Roman, Times, Serif">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.</font></p> |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) - USD ($) | Sep. 08, 2017 | Apr. 12, 2017 | Aug. 05, 2012 | Dec. 31, 2011 | Sep. 30, 2018 | Feb. 13, 2017 |
NOW Solutions [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Interest rate | 16.00% | |||||
Judgment principal and accrued interest | $ 340,883 | |||||
Damages sought, value | $ 282,299 | $ 282,299 | ||||
10% Convertible Debentures [Member] | Parker Mills, LLP [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Accrued principal and interest amount | $ 130,839 | |||||
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) - USD ($) | 2 Months Ended | 9 Months Ended | |
Nov. 27, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Warrant [Member] | |||
Exercise price (in dollars per share) | $ 0.114 | $ 0.101 | |
Number of warrant purchase | 18,040,000 | 16,340,000 | |
Third-Party Lender [Member] | Warrant (Purchase Price of $0.10-$0.20 per share) [Member] | |||
Number of shares that may be purchased under a warrant or stock option | 2,700,000 | ||
Description of warrant term | <font style="font: 10pt Times New Roman, Times, Serif; background-color: aqua">Company issued 1-year to 3-year warrants to purchase an aggregate total of 2,700,000 shares of VCSY common stock at a purchase price of $0.10-$0.20 per share to certain third-party lenders</font><font style="font: 10pt Times New Roman, Times, Serif">.</font></p>" id="sjs-C8"><p style="font: 12pt Arial Unicode MS; margin-right: 0; margin-left: 0"><font style="font: 10pt Times New Roman, Times, Serif; background-color: aqua">Company issued 1-year to 3-year warrants to purchase an aggregate total of 2,700,000 shares of VCSY common stock at a purchase price of $0.10-$0.20 per share to certain third-party lenders</font><font style="font: 10pt Times New Roman, Times, Serif">.</font></p> | ||
10% Promissory Notes [Member] | Third-Party Lender [Member] | |||
Debt face amount | $ 470,000 | ||
Subsequent Event [Member] | Restricted Stock Agreements [Member] | Common Stock [Member] | |||
Number of shares vested to employee(s) | 5,950,000 | ||
Subsequent Event [Member] | Restricted Stock Agreements [Member] | Common Stock [Member] | Ploinks, Inc [Member] | |||
Number of shares vested to employee(s) | 495,334 | ||
Subsequent Event [Member] | Third-Party Lender [Member] | Series A 4% Convertible Cumulative Preferred Stock [Member] | |||
Shares purchased under a subscription agreement | 1,500 | ||
Value of share issued duing period | $ 300,000 | ||
Description of warrant term | <font style="font: 10pt Times New Roman, Times, Serif">During the period that runs from October 1, 2018 through November 27, 2018, the Company extended the term of certain warrants to purchase an aggregate total of 450,000 shares of VCSY common stock at a purchase price of $0.10 and $0.20 per share for an additional 1-year period to third party subscribers who purchased an aggregate total of 1,500 shares of VCSY Series A Preferred Convertible Stock in the aggregate amount of $300,000.</font></p>" id="sjs-B18"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif">During the period that runs from October 1, 2018 through November 27, 2018, the Company extended the term of certain warrants to purchase an aggregate total of 450,000 shares of VCSY common stock at a purchase price of $0.10 and $0.20 per share for an additional 1-year period to third party subscribers who purchased an aggregate total of 1,500 shares of VCSY Series A Preferred Convertible Stock in the aggregate amount of $300,000.</font></p> | ||
Subsequent Event [Member] | Third-Party Lender [Member] | Warrant (Purchase Price of $0.10-$0.20 per share) [Member] | |||
Number of shares that may be purchased under a warrant or stock option | 2,000,000 | ||
Subsequent Event [Member] | Third-Party Lender [Member] | Warrant (Purchase Price of 0.10 and $0.20 per share) [Member] | |||
Number of shares that may be purchased under a warrant or stock option | 450,000 | ||
Subsequent Event [Member] | Third Party [Member] | Warrant [Member] | |||
Debt face amount | $ 12,100,000 | ||
Exercise price (in dollars per share) | $ 0.10 | ||
Number of warrant purchase | 12,100,000 | ||
Warrants term | 3 years | ||
Due date | Jan. 15, 2019 | ||
Subsequent Event [Member] | 10% Promissory Notes [Member] | Third-Party Lender [Member] | |||
Debt face amount | $ 100,000 | ||
Description of warrant term | <font style="font: normal 10pt Times New Roman, Times, Serif">During the period that runs from October 1, 2018 through November 27, 2018, the Company issued a promissory note to a third party lender in the principal amount of $100,000 for a loan made by the lender in the same amount to the Company. The note bears interest at 10% per annum and is due within 90 days of the date the respective note was issued. In connection with the loan, the Company issued 1-year warrants to purchase an aggregate 2,000,000 shares of VCSY common stock at a purchase price of $0.10-$0.20 per share to the third party lender.</font></p>" id="sjs-B31"><p style="font: 10pt Times New Roman, Times, Serif"><font style="font: normal 10pt Times New Roman, Times, Serif">During the period that runs from October 1, 2018 through November 27, 2018, the Company issued a promissory note to a third party lender in the principal amount of $100,000 for a loan made by the lender in the same amount to the Company. The note bears interest at 10% per annum and is due within 90 days of the date the respective note was issued. In connection with the loan, the Company issued 1-year warrants to purchase an aggregate 2,000,000 shares of VCSY common stock at a purchase price of $0.10-$0.20 per share to the third party lender.</font></p> |