Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 25, 2020 | Jun. 30, 2019 | |
Document Information Line Items | |||
Entity Registrant Name | SilverSun Technologies, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 4,501,271 | ||
Entity Public Float | $ 5,594,244 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001236275 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 8,658,401 | $ 1,900,857 |
Escrow accounts receivable | 1,150,000 | 0 |
Accounts receivable, net of allowance of $375,000 | 2,529,545 | 1,900,336 |
Unbilled services | 183,484 | 166,593 |
Prepaid expenses and other current assets | 455,434 | 433,727 |
Current assets held for sale | 0 | 484,242 |
Total current assets | 12,976,864 | 4,885,755 |
Property and equipment, net | 712,627 | 688,122 |
Operating lease right-of-use assets | 698,840 | 0 |
Intangible assets, net | 2,607,301 | 2,916,367 |
Goodwill | 891,000 | 885,000 |
Deferred tax assets | 874,482 | 1,292,055 |
Deposits and other assets | 192,158 | 39,791 |
Other assets held for sale | 0 | 1,037,295 |
Total assets | 18,953,272 | 11,744,385 |
Current liabilities: | ||
Accounts payable | 2,210,618 | 2,028,218 |
Accrued expenses | 1,189,746 | 1,422,555 |
Accrued dividend | 2,250,636 | 225,038 |
Accrued interest | 15,378 | 14,628 |
Income taxes payable | 152,355 | 20,000 |
Contingent consideration – current portion | 0 | 22,548 |
Long term debt – current portion | 131,795 | 154,727 |
Long term convertible debt – current portion | 277,106 | 271,623 |
Finance lease obligations – current portion | 162,625 | 87,355 |
Operating lease liabilities – current portion | 262,020 | 0 |
Deferred revenue | 2,006,983 | 1,386,618 |
Current liabilities held for sale | 0 | 599,916 |
Total current liabilities | 8,659,262 | 6,233,226 |
Long term debt net of current portion | 64,072 | 73,900 |
Long term convertible debt net of current portion | 717,482 | 994,587 |
Finance lease obligations net of current portion | 180,976 | 108,512 |
Operating lease liabilities net of current portion | 436,820 | 0 |
Total liabilities | 10,058,612 | 7,410,225 |
Commitments and Contingencies | ||
Stockholders’ equity: | ||
Preferred stock, value | ||
Common stock, value | 46 | 46 |
Additional paid-in capital | 9,530,198 | 11,763,923 |
Accumulated deficit | (635,584) | (7,429,810) |
Total stockholders’ equity | 8,894,660 | 4,334,160 |
Total liabilities and stockholders’ equity | 18,953,272 | 11,744,385 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | $ 0 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, allowance (in Dollars) | $ 375,000 | $ 375,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Authorized | 75,000,000 | 75,000,000 |
Issued | 4,501,271 | 4,501,271 |
Outstanding | 4,501,271 | 4,501,271 |
Series A Preferred Stock [Member] | ||
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued | 0 | 1 |
Preferred stock, outstanding | 0 | 1 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 38,502,482 | $ 36,103,818 |
Cost of revenues | 23,824,028 | 22,248,968 |
Gross profit | 14,678,454 | 13,854,850 |
Operating expenses: | ||
Selling and marketing expenses | 6,838,745 | 6,312,304 |
General and administrative expenses | 8,772,965 | 7,980,917 |
Share-based compensation expenses | 16,910 | 73,305 |
Impairment of intangible assets | 236,860 | 0 |
Depreciation and amortization expenses | 720,035 | 649,427 |
Total selling, general and administrative expenses | 16,585,515 | 15,015,953 |
Loss from continuing operations | (1,907,061) | (1,161,103) |
Other (expense) income: | ||
Other income | 24,005 | 0 |
Interest expense, net | (39,814) | (41,682) |
Total other (expense) income | (15,809) | (41,682) |
Loss from continuing operations before taxes | (1,922,870) | (1,202,785) |
Benefit (Provision) for income tax | 455,006 | 281,212 |
Loss from continuing operations | (1,467,864) | (921,573) |
Income from discontinued operations | 988,525 | 1,573,863 |
Gain on sale of discontinued operations | 10,307,155 | 0 |
Provision for income taxes | (3,033,590) | (389,858) |
Income from discontinued operations | 8,262,090 | 1,184,005 |
Net income | $ 6,794,226 | $ 262,432 |
Continuing operations (in Dollars per share) | $ (0.33) | $ (0.20) |
Discontinued operations (in Dollars per share) | 1.84 | 0.26 |
Net income (in Dollars per share) | 1.51 | 0.06 |
Continuing operations (in Dollars per share) | (0.33) | (0.20) |
Discontinued operations (in Dollars per share) | 1.84 | 0.26 |
Net income (in Dollars per share) | $ 1.51 | $ 0.06 |
Basic (in Shares) | 4,500,827 | 4,499,559 |
Diluted (in Shares) | 4,500,827 | 4,499,559 |
Product [Member] | ||
Revenues | $ 6,876,682 | $ 5,321,822 |
Cost of revenues | 4,179,592 | 3,321,506 |
Service Net [Member] | ||
Revenues | 31,625,800 | 30,781,996 |
Cost of revenues | $ 19,644,436 | $ 18,927,462 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Series B Preferred Stock [Member]Preferred Stock [Member] | Common Class A [Member]Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2017 | $ 1 | $ 46 | $ 11,919,316 | $ (7,692,242) | $ 4,227,121 |
Balance (in Shares) at Dec. 31, 2017 | 1 | 4,489,903 | |||
Issuance of common stock for services | 45,306 | 45,306 | |||
Issuance of common stock for services (in Shares) | 11,852 | ||||
Cash dividend | (225,038) | (225,038) | |||
Cancelled Stock | (3,661) | (3,661) | |||
Cancelled Stock (in Shares) | (1,000) | ||||
Share-Based Compensation | 28,000 | 28,000 | |||
Net income | 262,432 | 262,432 | |||
Balance at Dec. 31, 2018 | $ 1 | $ 46 | 11,763,923 | (7,429,810) | 4,334,160 |
Balance (in Shares) at Dec. 31, 2018 | 1 | 4,500,755 | |||
Cancellation of Series B stock | $ (1) | 1 | |||
Cancellation of Series B stock (in Shares) | (1) | ||||
Exercised stock warrants (in Shares) | 516 | ||||
Cash dividend declared | (2,250,636) | (2,250,636) | |||
Share-Based Compensation | 16,910 | 16,910 | |||
Net income | 6,794,226 | 6,794,226 | |||
Balance at Dec. 31, 2019 | $ 46 | $ 9,530,198 | $ (635,584) | $ 8,894,660 | |
Balance (in Shares) at Dec. 31, 2019 | 4,501,271 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 6,794,226 | $ 262,432 |
Net income from discontinued operations | 8,262,090 | 1,184,005 |
Net loss from continuing operations | (1,467,864) | (921,573) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Deferred income taxes | (455,006) | (281,212) |
Depreciation and amortization | 338,103 | 326,285 |
Amortization of intangibles | 381,933 | 322,126 |
Amortization of right of use assets | 212,164 | 0 |
Bad debt expense | 139,270 | 96,024 |
Share-based compensation | 16,910 | 28,000 |
Impairment of intangible asset | 236,860 | 0 |
Common stock for services | 0 | 45,307 |
Changes in assets and liabilities: | ||
Accounts receivable | (605,611) | 61,748 |
Unbilled services | (16,888) | 170,894 |
Prepaid expenses and other current assets | (21,707) | (76,859) |
Deposits and other assets | (152,368) | 3,757 |
Accounts payable | 182,400 | (66,078) |
Accrued expenses | (232,808) | 468,410 |
Income tax payable | 132,350 | (77,097) |
Accrued interest | 750 | 750 |
Deferred revenues | 620,365 | (367,968) |
Operating lease obligations | (212,160) | 0 |
Net cash used in operating activities of continuing operations | (903,307) | (267,486) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (70,672) | (146,001) |
Acquisition of business | (60,000) | (300,000) |
Proceeds from sale of EDI practice, net of fees and taxes | 8,365,192 | 0 |
Software development costs | (81,730) | (251,821) |
Net cash provided by (used in) investing activities of continuing operations | 8,152,790 | (697,822) |
Cash flows from financing activities: | ||
Payment of cash dividend | (225,038) | 0 |
Payment of contingent consideration | (22,548) | (83,087) |
Payment for repurchase of common stock | 0 | (3,661) |
Payment of long term debt | (206,760) | (213,307) |
Payment of long term convertible debt | (271,622) | (133,690) |
Payment of capital lease obligations | (144,202) | (131,762) |
Net cash used in financing activities of continuing operations | (870,170) | (565,507) |
Cash flows from discontinued operations | ||
Operating activities of discontinued operations | 505,910 | 1,562,048 |
Investing activities of discontinued operations | (127,679) | (365,723) |
Net cash provided by discontinued operations | 378,231 | 1,196,325 |
Net increase (decrease) in cash | 6,757,544 | (334,490) |
Cash, beginning of year | 1,900,857 | 2,235,347 |
Cash, end of year | 8,658,401 | 1,900,857 |
Income taxes | 1,907,382 | 217,210 |
Interest | $ 39,814 | $ 43,337 |
SUPPLEMENTAL SCHEDULE OF NON-CA
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow, Supplemental Disclosures [Text Block] | SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: For the Year Ended December 31, 2019: The Company acquired certain assets of Partners in Technology, Inc. (“PIT”) for a $174,000 promissory note in addition to a cash payment of $60,000. (see Note 10). Operating lease right of use assets and operating lease liabilities were recognized in the amount of $911,000 at January 1, 2019. On April 1, 2019 the Company entered into an operating lease in Lisle, IL. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $71,685. The Company incurred approximately $291,936 in finance lease obligations for the purchase of equipment. On September 6, 2019, the Company filed a Certificate of Elimination of Certificate of Designations (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware. The Certificate of Withdrawal eliminated the Company’s Series B Preferred Stock, par value $.001 per share (the “Series B Preferred”), from the Company’s Certificate of Incorporation. Prior to filing the Certificate of Elimination, Mark Meller, the Company’s Chief Executive Officer and Chairman and owner of the only share of Series B Preferred, cancelled the only share of Series B Preferred issued and outstanding. On August 26, 2019 the Company sold the EDI practice and $1,150,000 of the proceeds were put in an escrow receivable account (see Note 14). There was also an adjustment to the Working Capital and an additional $162,868 was added to the gain on the sale of Mapadoc. On October 10, 2019, the Company’s Board of Directors authorized a new stock repurchase program, under which the Company may repurchase up to $2 million of its outstanding common stock. Under this new stock repurchase program, the Company may repurchase shares in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management. The repurchase program may be extended, suspended or discontinued at any time. The Company expects to finance the program from existing cash resources. As of December 31, 2019, no repurchases have been made. On December 24, 2019, the Company announced the payment of a $0.50 special cash dividend per share of Common Stock payable on January 14, 2020 for an aggregate amount of $2,250,636, which was applied against paid in capital. For the Year Ended December 31, 2018: On March 31, 2018, the remaining principal and accrued interest on the note payable to Oates & Company, LLC. was offset against a related party receivable of $47,043. The Company acquired certain assets of Info Management Systems, Inc. (“ISM”) for a $1,000,000 promissory note in addition to a cash payment of $300,000 and the assumption of certain capital lease obligations of approximately $25,734 (see Note 10). The Company acquired certain assets of Nellnube, Inc (“NNB”) for a $400,000 promissory note and the assumption of certain capital lease obligations of approximately $57,964 (see Note 10). On December 24, 2018, the Company announced the payment of a $0.05 special cash dividend per share of Common Stock payable on January 14, 2019 for an aggregate amount of $225,038, which was applied against paid in capital. The Company incurred approximately $80,875 in capital lease obligations for purchases of equipment. |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – DESCRIPTION OF BUSINESS “SilverSun Technologies, Inc. (“SilverSun”) through our wholly owned subsidiaries SWK Technologies, Inc. (“SWK”), Secure Cloud Services, Inc. (“SCS”) and Critical Cyber Defense Corp. (“CCD”) together with SWK, SCS and SilverSun, the “Company” is a business application, technology and consulting company providing strategies and solutions to meet our clients’ information, technology and business management needs. Our services and technologies enable customers to manage, protect and monetize their enterprise assets whether on-premise or in the “Cloud”. As a value-added reseller of business application software, we offer solutions for accounting and business management, financial reporting, Enterprise Resource Planning (“ERP”), Human Capital Management (“HCM”)Warehouse Management Systems (“WMS”), Customer Relationship Management (“CRM”), and Business Intelligence (“BI”). Additionally, we have our own development staff building software solutions for time and billing, and various ERP enhancements. Our value-added services focus on consulting and professional services, specialized programming, training, and technical support. We have a dedicated network services practice that provides managed services, cybersecurity, application hosting, disaster recovery business continuity, cloud and other services. Our customers are nationwide, with concentrations in the New York/New Jersey metropolitan area, Arizona, Southern California, North Carolina, Washington, Oregon and Illinois.” On August 26, 2019 SWK entered into and closed that certain Asset Purchase Agreement (the “MAPADOC Asset Purchase Agreement”) by and among the Company, SPS Commerce, Inc., as buyer (“SPS”), and SWK as seller, pursuant to which SPS agreed to acquire from SWK substantially all of the assets related to the MAPADOC business (See footnote 14). The Company is publicly traded and was quoted on the Over-the-Counter Market Place (“OTCQB”) under the symbol “SSNT” until April 18, 2017. Since April 19, 2017, the Company has been listed and is traded on the NASDAQ Capital Market under the symbol “SSNT”. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the “Company” and its wholly-owned subsidiaries. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. All significant inter-company transactions and accounts have been eliminated in consolidation. Use of Estimates and Classifications The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain amounts previously reported may have been reclassified to conform to the current year financial statement presentation. Such reclassifications did not affect net income or stockholders’ equity. Goodwill Goodwill is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired. Goodwill is not amortized, but tested for impairment annually or whenever indicators of impairment exist. These indicators may include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. No impairment losses were identified or recorded for the years ended December 31, 2019 and 2018. Capitalization of proprietary developed software Software development costs are accounted for in accordance with ASC 985-20, Software — Costs of Software to be Sold, Leased or Marketed Definite Lived Intangible Assets and Long-lived Assets Purchased intangible assets are recorded at fair value using an independent valuation at the date of acquisition and are amortized over the useful lives of the asset using the straight-line amortization method. The Company assesses potential impairment of its intangible assets and other long-lived assets when there is evidence that recent events or changes in circumstances have made recovery of an asset’s carrying value unlikely. A triggering event occurred with the sale of Mapadoc EDI and an analysis was prepared by management. Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results. Impairment losses of $ 236,860 and $0, were identified and recorded for the year ended December 31, 2019 and 2018 respectively. Revenue Recognition The Financial Accounting Standards Board “FASB” issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 With the adoption of ASC 606, the Company has elected the significant financing component practical expedient. In determining the transaction price, the Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Software product revenue is recognized when the product is delivered to the customer and the Company’s performance obligation is fulfilled. Service revenue is recognized when the professional consulting, maintenance or other ancillary services are provided to the customer. Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. For the Year Ended December 31 2019 2018 Professional Consulting $ 12,055,878 $ 12,486,995 Maintenance Revenue 7,722,181 8,330,125 Ancillary Service Revenue 11,847,741 9,964,876 Unbilled Services The Company recognizes revenue on its professional services as those services are performed. Unbilled services (contract assets) represent the revenue recognized but not yet invoiced. Deferred Revenues Deferred revenues consist of maintenance on proprietary products (contract liabilities), customer telephone support services (contract liabilities) and deposits for future consulting services which will be earned as services are performed over the contractual or stated period, which generally ranges from three to twelve months. As of December 31, 2019, there was $145,977 in deferred maintenance, $159,165 in deferred support services, and $1,701,841 in deposits for future consulting services. As of December 31, 2018, there was $198,727 in deferred maintenance, $95,550 in deferred support services, and $1,092,341 in deposits for future consulting services. Commissions Sales commissions relating to service revenues are considered incremental and recoverable costs of obtaining a project with our customer. These commissions are calculated based on estimated revenue to be generated over the life of the project. These costs are deferred and expensed as the service revenue is earned. Commission expense is included in selling and marketing expenses in the accompanying consolidated statements of operations. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts. Concentrations The Company maintains its cash with various institutions, which exceed federally insured limits throughout the year. At December 31, 2019, the Company had cash on deposit of approximately $8,016,900 in excess of the federally insured limits of $250,000. As of December 31, 2019, one customer represented 14% of the total accounts receivable and unbilled services. As of December 31, 2018, no one customer represented more than 10% of the total accounts receivable and unbilled services. For the years ended December 31, 2019 and 2018, the top ten customers accounted for 10% ($3,903,702) and 14% ($5,219,755), respectively, of total revenues. The Company does not rely on any one specific customer for any significant portion of its revenue base. For both the years ended December 31, 2019 and 2018, purchases from one supplier through a “channel partner” agreement were approximately 19% and 24% respectively. This channel partner agreement is for a one year term and automatically renews for an additional one year term on the anniversary of the agreements effective date. For the years ended December 31, 2019 and 2018, one supplier represented approximately 15% and 40% of total accounts payable, respectively. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash and cash equivalents. As of December 31, 2019, the Company believes it has no significant risk related to its concentration of accounts receivable. Accounts Receivable Accounts receivable consist primarily of invoices for maintenance and professional services. Full payment for software ordered by customers is primarily due in advance of ordering from the software supplier. Payments for maintenance and support plan renewals are due before the beginning of the maintenance period. Terms under our professional service agreements are generally 50% due in advance and the balance on completion of the services. The Company maintains an allowance for bad debt estimated by considering a number of factors, including the length of time the amounts are past due, the Company’s previous loss history and the customer’s current ability to pay its obligations. Accounts are written off against the allowance when deemed uncollectable. Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally three to seven years. Maintenance and repairs that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the consolidated statements of operations. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss carryforwards. Based on ASU 2015-17, all deferred tax assets or liabilities are classified as long-term. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactment date. The Company has federal net operating loss (“NOL”) carryforwards which are subject to limitations under Section 382 of the Internal Revenue Code. The 2017 Tax Cuts and Jobs Act (“Tax Reform”) was enacted on December 22, 2017. The Tax Reform includes a number of changes in existing tax law impacting businesses including a permanent reduction in the U.S. federal statutory rate from 34% to 21%, effective on January 1, 2018. Under U.S. GAAP, changes in tax rates and tax law are accounted for in the period of enactment and deferred tax assets and liabilities are measured at the enacted tax rate. The rate reconciliation includes the Company’s assessment of the accounting under the Tax Reform and is based on information that was available to management at the time the consolidated financial statements were prepared. The Company files income tax returns in the U.S. federal and state jurisdictions. Tax years 2016 to 2019 remain open to examination for both the U.S. federal and state jurisdictions. There were no liabilities for uncertain tax positions at December 31, 2019 and 2018. Fair Value Measurement The accounting standards define fair value and establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The Company’s current financial assets and liabilities approximate fair value due to their short term nature and include cash, accounts receivable, accounts payable, and accrued liabilities. The carrying value of longer term lease, contingent consideration and debt obligations approximate fair value as their stated interest rates approximate the rates currently available. The Company’s goodwill and intangibles are measured at fair-value on a non-recurring basis using Level 3 inputs, as discussed in Note 5 and 9. Stock-Based Compensation Compensation expense related to share-based transactions, including employee stock options, is measured and recognized in the financial statements based on a determination of the fair value. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For employee stock options, the Company recognizes expense over the requisite service period on a straight-line basis (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. Recently Adopted Authoritative Pronouncements In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on January 1, 2019 and use the effective date as the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elects the ‘package of practical expedients’, which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. On adoption, the Company recognized additional operating lease liabilities of approximately $911,000 with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. In June 2018, the FASB, issued ASU No. 2018-07 to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new guidance expands the scope of Accounting Standards Codification, or ASC, 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance in ASC 505-50. The guidance is effective for public business entities in annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted, including in an interim period for which financial statements have not been issued, but not before an entity adopts ASC 606. This was adopted on January 1, 2019 and did not have a material impact on the financial position and results of operations. Recent Authoritative Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350), which includes provisions, intended to simplify the test for goodwill impairment. The standard is effective for annual periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect the adoption of this standard to have a significant impact on our financial position and results of operations. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments -Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. The amendment in this update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. We have evaluated the requirements of this standard on our financial assets and have concluded that the adoption of this ASU, beginning January 1, 2020, will not have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendment also improves consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We do not expect the adoption of this standard to have a significant impact on our financial position and results of operations. No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements. |
NET (LOSS) INCOME PER COMMON SH
NET (LOSS) INCOME PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 3 – NET (LOSS) INCOME PER COMMON SHARE The Company’s basic loss per common share is based on net loss for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted income per common share is based on net income (loss), divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding option and warrants to the extent they are dilutive. As of December 31, 2019 and 2018, the average market prices for the years ended are less than the exercise price of all the outstanding stock options and warrants, therefore, the inclusion of the stock options and warrants would be anti-dilutive. In addition, since the effect of common stock equivalents is anti-dilutive with respect to losses, the convertible promissory notes have also been excluded from the Company’s computation of loss per common share for continuing operations for the years periods ended December 31, 2019 and 2018. Therefore, basic and diluted loss per common share for continuing operations for the year ended December 31, 2019 and 2018 are the same. Year Ended December 31, 2019 Year Ended December 31, 2018 Basic net income (loss) from continuing operations per share computation: Net income (loss) from continuing operations $ (1,467,864 ) $ (921,573 ) Weighted-average common shares outstanding 4,500,827 4,499,559 Basic net income (loss) per share $ (0.33 ) $ (0.20 ) Diluted net income (loss) from continuing operations per share computation: Net loss per above $ (1,467,864 ) $ (921,573 ) Net loss $ (1,467,864 ) $ (921,573 ) Weighted-average common shares outstanding 4,500,827 4,499,559 Total adjusted weighted-average shares 4,500,827 4,499,559 Diluted net loss per share $ (0.33 ) $ (0.20 ) The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share. Year Ended December 31, 2019 Year Ended December 31, 2018 Stock options 26,280 56,280 Warrants 191,543 208,241 Convertible promissory notes 247,041 183,535 Total potential dilutive securities not included in loss per share 464,864 448,056 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment is summarized as follows: December 31, 2019 December 31, 2018 Leasehold improvements $ 98,831 $ 98,831 Equipment, furniture and fixtures 2,842,340 2,479,732 2,941,171 2,578,563 Less: Accumulated depreciation and amortization (2,228,544 ) (1,890,441 ) Property and equipment, net $ 712,627 $ 688,122 Depreciation and amortization expense related to these assets for the years ended December 31, 2019 and 2018 was $338,103 and $326,285. Property and equipment under finance leases are summarized as follows: December 31, 2019 December 31, 2018 Equipment, furniture and fixtures 708,272 436,084 Less: Accumulated amortization (248,497 ) (103,061 ) Property and equipment, net $ 459,775 $ 333,023 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 5 – INTANGIBLE ASSETS Intangible assets consist of proprietary developed software, intellectual property, customer lists and acquired contracts carried at cost less accumulated amortization and customer lists acquired at fair value less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives. The components of intangible assets are as follows: December 31, 2019 December 31, 2018 Estimated Useful Lives Proprietary developed software $ 390,082 $ 545,216 5 – 7 Intellectual property, customer list, and acquired contracts 4,430,014 4,202,014 5 – 15 Total intangible assets $ 4,820,096 $ 4,747,230 Less: accumulated amortization (2,212,795 ) (1,830,863 ) $ 2,607,301 $ 2,916,367 Amortization expense related to the above intangible assets was $381,933 and $322,126, respectively, the years ended December 31, 2019 and 2018. Impairment on intangible assets was $236,860 and $0 for the year ended December 31, 2019 and 2018, respectively. The Company expects future amortization expense to be the following: Amortization 2020 365,045 2021 328,495 2022 261,793 2023 198,680 2024 198,680 thereafter 1,254,608 Total $ 2,607,301 |
LINE OF CREDIT AND LONG-TERM DE
LINE OF CREDIT AND LONG-TERM DEBT, RELATED PARTY | 12 Months Ended |
Dec. 31, 2019 | |
Line of Credit and Term Loan [Abstract] | |
Line of Credit and Term Loan [Text Block] | NOTE 6 – LINE OF CREDIT, CONVERTIBLE DEBT AND LONG TERM DEBT, RELATED PARTY On September 11, 2018, SWK entered into a Revolving Demand Note (the “JPM Revolving Demand Note”) by and between SWK and JPMorgan Chase Bank (“JPM Lender”), a commercial lender. The JPM Lender had agreed to loan SWK up to a principal amount of two million dollars. The interest rate on the JPM Revolving Demand Note was to be a variable rate, equal to the “Adjusted LIBOR Rate”, plus two and one quarter percent (2.25%) per annum. The JPM Revolving Demand Note was secured by all of SWK’s assets pursuant to a Security Agreement. The line was also collateralized by substantially all of the assets of the Company. On August 26, 2019, all amounts owed to JPM Lender under the JPM Revolving Demand Note were paid and the JPM Revolving Demand Note terminated and is of no further force or effect. On May 6, 2014, SWK acquired certain assets of ESC, Inc. pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $350,000 (the “ESC Note”). The ESC Note matures on April 1, 2019. Monthly payments are $6,135 including interest at 2% per year. At December 31, 2019 and December 31, 2018, the outstanding balance was $0 and $30,521, respectively. On July 6, 2015, SWK acquired certain assets of ProductiveTech Inc. (PTI) pursuant to an Asset Purchase Agreement for cash of $500,000 and a promissory note for $600,000 (the “PTI Note”). The PTI Note is due in 60 months from the closing date and bears interest at a rate of two and one half (2.5%) percent. Monthly payments including interest are $10,645. At December 31, 2019 and December 31, 2018, the outstanding balance on the PTI Note was $73,899 and $198,106, respectively. On May 31, 2018, SWK acquired certain assets of Info Sys Management, Inc. (“ISM”) pursuant to an Asset Purchase Agreement for cash of $300,000 and a promissory note issued in the aggregate principal amount of $1,000,000 (the “ISM Note”). The ISM Note is due five years from the closing date and bears interest at a rate of two percent (2%) per annum. Monthly payments including interest are $17,528. The ISM Note has an optional conversion feature where the holder may, at its sole and exclusive option, elect to convert, at any time and from time to time, until payment in full of the ISM Note, all of the outstanding principal amount of the ISM Note, plus accrued interest, into shares (the “Conversion Shares”) of the Company’s Common Stock, (“Common Stock”) at per share price equal to $4.03, a price equal to the average closing price of its Common Stock for the five (5) trading days immediately preceding the issuance date of the ISM Note (the “Fixed Conversion Price”). At December 31, 2019 and December 31, 2018 the outstanding balance on the ISM Note was $710,420 and $904,436 respectively. On May 31, 2018, Secure Cloud Services acquired certain assets of Nellnube, Inc. (“Nellnube”) pursuant to an Asset Purchase Agreement for a promissory note issued in the aggregate principal amount of $400,000 (the “Nellnube Note”). The Nellnube Note is due five years from the closing date and bears interest at a rate of two percent (2%) per annum. Monthly payments including interest are $7,011. The Nellnube Note has an optional conversion feature where the holder may, at its sole and exclusive option, elect to convert, at any time and from time to time, until payment in full of the Nellnube Note, all of the outstanding principal amount of the Nellnube Note, plus accrued interest, into shares (the “Conversion Shares”) of the Company’s Common Stock, (“Common Stock”) at per share price equal to $4.03, a price equal to the average closing price of its Common Stock for the five (5) trading days immediately preceding the issuance date of the Nellnube Note (the “Fixed Conversion Price”). At December 31, 2019 and December 31, 2018 the outstanding balance on the Nellnube Note was $284,168 and $361,774 respectively. On January 1, 2019, SWK acquired certain assets of Partners in Technology, Inc. (“PIT”) pursuant to an Asset Purchase Agreement for cash of $60,000 and the issuance of a promissory note in the aggregate principal amount of $174,000 (the “PIT Note”). The PIT Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. Monthly payments including interest are $4,984. At December 31, 2019 the outstanding balance was $121,968. At December 31, 2019, future payments of promissory notes are as follows over each of the next five fiscal years: 2020 $ 408,901 2021 341,795 2022 293,381 2023 146,378 Total $ 1,190,455 |
FINANCE AND CAPITAL LEASE OBLIG
FINANCE AND CAPITAL LEASE OBLIGATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | NOTE 7 – FINANCE AND CAPITAL LEASE OBLIGATIONS The Company has entered into lease commitments for equipment that meet the requirements for capitalization. The equipment has been capitalized and is included in property and equipment in the accompanying consolidated balance sheets. The related obligations are based upon the present value of the future minimum lease payments with the following: December 31, 2019 Weighted average remaining lease term 2.33 Weighted average interest rate 5.53 % At December 31, 2019, future payments under finance leases are as follows: 2020 $ 175,932 2021 125,589 2022 57,585 2023 6,640 Total minimum lease payments 365,746 Less amounts representing interest (22,145 ) Present value of net minimum lease payments 343,601 Less current portion (162,625 ) Long-term capital lease obligation $ 180,976 The Company included capital lease obligations as of December 31, 2018 under the finance lease obligations caption in the consolidated balance sheet. Disclosures related to periods prior to adoption of ASU 2016-02 The Company adopted ASU 2016-02 using a modified retrospective adoption method at January 1, 2019 as noted in Note 2 “Recently Adopted Authoritative Standards”. As required, the following disclosure is provided for periods prior to adoption. Minimum capital lease commitments as of December 31, 2018 that have initial or remaining lease terms in excess of one year are as follows: 2019 $ 97,259 2020 70,147 2021 21,728 2022 19,920 2023 6,640 Total minimum lease payments 215,694 Less amounts representing interest (19,827 ) Present value of net minimum lease payments 195,867 Less current portion (87,355 ) Long-term capital lease obligation $ 108,512 |
OPERATING LEASE LIABILITY
OPERATING LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | NOTE 8 – OPERATING LEASE LIABILITY The Company leases office space in eleven different locations with monthly payments ranging from $605 to $12,774 which expire at various dates through April 2024. The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company used incremental borrowing rates as of January 1, 2019 for operating leases that commenced prior to that date. The Company's weighted average remaining lease term and weighted average discount rate for operating leases as of December 31, 2019 are as follows: December 31, 2019 Weighted average remaining lease term 3.42 Weighted average discount rate 4.77 % The following table reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2019: 2020 285,289 2021 221,018 2022 133,568 2023 119,677 2024 40,177 Total undiscounted future minimum lease payments 799,729 Less: Difference between undiscounted lease payments and discounted lease liabilities (100,889 ) Total operating lease liabilities $ 698,840 Less current portion (262,020 ) Long-term operating lease liabilities $ 436,820 Total rent expense under operating leases for the year ended December 31, 2019 was $417,467 as compared to $417,205 for the year ended December 31, 2018. Disclosures related to periods prior to adoption of ASU 2016-02 The Company adopted ASU 2016-02 using a modified retrospective adoption method at January 1, 2019 as noted in Note 2 “Recently Adopted Authoritative Standards”. As required, the following disclosure is provided for periods prior to adoption. Minimum operating lease commitments as of December 31, 2018 that have initial or remaining lease terms in excess of one year are as follows: 2019 $ 369,561 2020 261,542 2021 196,680 2022 127,447 2023 119,677 Thereafter 40,177 $ 1,115,084 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 – EQUITY On January 18, 2018, the Company issued 100 shares of stock each to 10 non-executive employees of SWK valued at $3,830 based on the current market price at issuance date. On February 8, 2018 and March 23, 2018, the Company issued 4,825 and 5,115 shares of stock, respectively, in exchange for financial advisory services. The shares are based on the current market price at issuance date with a value of $17,852 and $20,204, respectively. On March 30, 2018, the Company issued 912 shares of stock for legal services valued at $3,420 based on the current market price at issuance date. All shares issued were fully vested. On October 24, 2018, the Company cancelled an aggregate of 1,000 shares of stock previously issued on January 18, 2018 to ten (10) non-executive employees of SWK. This was in response to the Company’s non-compliance with Nasdaq Listing Rule 5365(c). Upon cancellation of such shares, the company regained compliance. On December 24, 2018, the Company announced the payment of a $0.05 special cash dividend per share of Common Stock. The dividend payments announced in December were paid out on January 14, 2019 for an aggregate amount of approximately $225,038, which was applied against additional paid in capital and included in accrued expenses at December 31, 2018. On September 6, 2019, the Company filed a Certificate of Elimination of Certificate of Designations (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware. The Certificate of Withdrawal eliminated the Company’s Series B Preferred Stock, par value $.001 per share (the “Series B Preferred”), from the Company’s Certificate of Incorporation. Prior to filing the Certificate of Elimination, Mark Meller, the Company’s Chief Executive Officer and Chairman and owner of the only share of Series B Preferred, cancelled the only share of Series B Preferred issued and outstanding. On October 10, 2019, the Company’s Board of Directors authorized a new stock repurchase program, under which the Company may repurchase up to $2 million of its outstanding common stock. Under this new stock repurchase program, the Company may repurchase shares in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management. The repurchase program may be extended, suspended or discontinued at any time. The Company expects to finance the program from existing cash resources. As of December 31, 2019, no repurchases have been made. On December 24, 2019, the Company announced the payment of a $0.50 special cash dividend per share of Common Stock payable on January 14, 2020 for an aggregate amount of $2,250,636, which was applied against paid in capital. Options Total stock compensation recognized for the year ended December 31, 2019 and 2018 was $16,910 and $28,000, respectively. A summary of the status of the Company’s stock option plans for the fiscal years ended December 31, 2019 and 2018 and changes during the years are presented below (in number of options): Number of Options Average Exercise Price Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding options at January 1, 2018 62,280 $ 3.78 2.0 years $ -0- Options granted - - Options canceled/forfeited (6,000 ) $ 4.00 Outstanding options at December 31, 2018 56,280 $ 3.75 1.0 years $ -0- Options granted - $ - Options canceled/forfeited (30,000 ) $ 3.78 Outstanding options at December 31, 2019 26,280 $ 3.71 0.7 years $ -0- Vested Options: December 31, 2019: 21,960 $ 3.72 0.6 years $ -0- December 31, 2018: 43,640 $ 3.70 0.9 years $ -0- As of December 31, 2019 the unamortized compensation expense for stock options was $10,194. Unamortized compensation expense is expected to be recognized over a weighted-average period of 0.8 year. Warrants The following table summarizes the warrants transactions: Warrants Outstanding Weighted Average Exercise Price Average Remaining Contractual Term Balance, January 1, 2018 208,241 $ 5.26 2.3 years Granted - $ - Exercised - $ - Canceled - $ - Outstanding and Exercisable December 31, 2018 208,241 $ 5.26 2.3 years Granted - $ - Exercised 16,698 $ 5.09 Canceled - $ - Outstanding and Exercisable December 31, 2019 191,543 $ 5.28 0.3 years |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 10 – BUSINESS COMBINATION On May 31, 2018 SWK acquired certain assets of Info Sys Management, Inc. (“ISM”), a reseller of Sage and Acumatica software, pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $1,000,000 (“ISM Note”) and a cash payment of $300,000. The ISM Note is due May 31, 2023 and bears an interest rate of 2% per year. The monthly payments including interest are $17,528. The ISM Note has an optional conversion feature where the Holder may, at its sole and exclusive option, elect to convert, at any time and from time to time, until payment in full of the ISM Note, all of the principal amount of the ISM Note, plus accrued interest, into shares of the Company’s common stock at a price equal to $4.03. The allocation of the purchase price to customer lists with an estimated life of fifteen years, deposits and other assets, fixed assets and goodwill, which is deductible for tax purposes, has been based on an independent valuation summarized in the following table. On May 31, 2018 SCS acquired certain assets of Nellnube, Inc. (“Nellnube”), a business application hosting company, pursuant to an Asset Purchase Agreement for a promissory note (“Nellnube Note”) in the aggregate principal amount of $400,000. The Nellnube Note is due on May 31, 2023 and bears an interest rate of 2% per year. The monthly payments including interest are $7,011. The Nellnube Note has an optional conversion feature where the Holder may, at its sole and exclusive option, elect to convert, at any time and from time to time, until payment in full of the Nellnube Note, all of the principal amount of the Nellnube Note, plus accrued interest, into shares of the Company’s common stock at a price equal to $4.03. The allocation of the purchase price to customer lists with an estimated life of fifteen years, fixed assets and goodwill, which is deductible for tax purposes, has been based on an independent valuation summarized in the following table. On January 1, 2019, SWK acquired certain assets of Partners in Technology, Inc. (“PIT”) pursuant to an Asset Purchase Agreement in exchange for cash of $60,000 and a promissory note in the aggregate principal amount of $174,000 (“PIT Note”). The PIT Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%). Monthly payments including interest are $4,984. The allocation of the purchase price to customer list with an estimated life of fifteen years and goodwill, which is deductible for tax purposes, has been based on an independent valuation. The Company expects these acquisitions to create synergies by combining operations and expanding geographic market share and product offerings. The following summarizes the purchase price allocation for all prior year and current year’s acquisitions: ISM Nellnube PIT Cash consideration $ 300,000 $ - $ 60,000 Note payable 1,000,000 400,000 174,000 Total purchase price $ 1,300,000 $ 400,000 $ 234,000 Deposits and other assets $ 7,235 $ - $ - Property and equipment 170,000 50,000 - Customer List 750,499 321,964 228,000 Goodwill 398,000 86,000 6,000 Total assets acquired 1,325,734 457,964 234,000 Capital lease obligations (25,734 ) (57,964 ) (- ) Liabilities acquired (25,734 ) (57,964 ) (- ) Net assets acquired $ 1,300,000 $ 400,000 $ 234,000 The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisitions occurred on January 1, 2018, nor is the financial information indicative of the results of future operations. The following table represents the unaudited consolidated pro forma results of operations for the year ended December 31, 2018 as if the acquisition occurred on January 1, 2018. Operating expenses have been increased for the amortization expense associated with the estimated fair value adjustment as of December 31, 2018 of expected definite lived intangible assets and interest on the notes payable. Pro Forma Year Ended December 31, 2018 Net revenues $ 39,006,321 Cost of revenues 23,770,330 Operating expenses 16,174,465 Loss before taxes (938,474 ) Net loss from continuing operations $ (783,091 ) Basic and diluted income (loss) per common share $ (0.17 ) The year ended December 31, 2018 pro-forma results above include five months of results of ISM and Nellnube and twelve months of PIT. For the year ending December 31, 2018, there is $44,991 of estimated amortization expense included in the ISM/Nellnube/PIT pro-forma results. The Company’s consolidated financial statements for the twelve months ending December 31, 2019 include the actual results of PIT since the date of acquisition, January 1, 2019. For the year ended December 31, 2018, the ISM/Nellnube operations had a net income before taxes of $174,264 which represented seven months of operations that were included in the Company’s Consolidated Statement of Operations. This consisted of approximately $1,859,424 in revenues, $701,600 in cost of revenues, and $983,559 in operating expenses. For the year ended December 31, 2019, the ISM/Nellnube/PIT operations had a net income before taxes of $336,844 which represented twelve months of operations that were included in the Company’s Consolidated Statement of Operations. This consisted of approximately $3,993,643 in revenues, $1,886,725 in cost of revenues and $1,770,073 in operating expenses. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 11 – INCOME TAXES The recognized deferred tax asset is based upon the expected utilization of its benefit from future taxable income. The Company has federal net operating loss (“NOL”) carryforwards of approximately $6,532,000 as of December 31, 2019, which is subject to limitations under Section 382 of the Internal Revenue Code. These carryforward losses are available to offset future taxable income, and begin to expire in the year 2024 to 2033. The foregoing amounts are management’s estimates and the actual results could differ from those estimates. Future profitability in this competitive industry depends on continually obtaining and fulfilling new profitable sales agreements and modifying products. The inability to obtain new profitable contracts could reduce estimates of future profitability, which could affect the Company’s ability to realize the deferred tax assets. Significant components of the Company’s deferred tax assets and liabilities are summarized as follows: December 31, December 31, 2019 2018 Deferred tax assets: Net operating loss carry forwards $ 1,517,482 $ 1,734,577 Long lived assets 181,000 265,478 Share based payments 13,000 13,000 Allowance for doubtful accounts 109,000 118,000 Other 15,000 15,000 Deferred tax asset 1,835,482 2,146,055 Deferred tax liabilities: Installment sale (346,000 ) - Long lived assets (278,000 ) (220,000 ) Deferred tax liabilities (624,000 ) (220,000 ) Net deferred tax asset 1,211,482 1,926,055 Less: Valuation allowance (337,000 ) (634,000 ) Net deferred tax asset $ 874,482 1,292,055 The 2017 Tax Cuts and Jobs Act (“Tax Reform”) was enacted on December 22, 2017. The Tax Reform includes a number of changes in existing tax law impacting businesses including a permanent reduction in the U.S. federal statutory rate from 34% to 21%, effective on January 1, 2018. Under U.S. GAAP, changes in tax rates and tax law are accounted for in the period of enactment and deferred tax assets and liabilities are measured at the enacted tax rate. The rate reconciliation includes the Company’s assessment of the accounting under the Tax Reform and is based on information that was available to management at the time the consolidated financial statements were prepared. For the year ended December 31, 2019, the Company’s Federal and State provision requirements were calculated based on the estimated tax rate. The Federal effective rate is higher than the statutory rate primarily due to Incentive Stock Options (ISO) and 50% of meals, 100% entertainment expense which are not tax deductible. The total tax benefit for the year ended December 31, 2019 was $455,006. For the year ended December 31, 2018, the Company’s Federal and State provision requirements were calculated based on the estimated tax rate. The Federal effective rate is higher than the statutory rate primarily due to change in federal statutory rate described above and Incentive Stock Options (ISO) and 50% of meals, 100% entertainment expense which are not tax deductible. The total tax benefit for the year ended December 31, 2018 was $281,212. A reconciliation of the statutory income tax rate to the effective rate is as follows for the period December 31, 2019 and 2018: December 31, December 31, 2019 2018 Federal income tax rate 21 % 21 % State income tax, net of federal benefit 6 % 6 % Other (3 %) (3 %) Effective income tax rate 24 % 24 % Income tax provision (benefit) from continuing operations: Year Ended December 31, December 31, 2019 2018 Current: Federal $ - $ - State and local - - Total current tax provision (benefit) - - Deferred: Federal (342,006 ) (211,212 ) State and local (113,000 ) (70,000 ) Total deferred tax provision (benefit) (455,006 ) (281,212 ) Total provision (benefit) $ (455,006 ) (281,212 ) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 12 – RELATED PARTY TRANSACTIONS The Company leased its Seattle office space from Mary Abdian, an employee of SWK, which expired September 30, 2018, however, this lease was terminated on May 31, 2018 by mutual consent. The monthly rent for this office space was $3,090 and increased 3% each year. Total rent paid for 2019 and 2018 was $0 and $15,915 respectively under this lease. As of December 31, 2019 and 2018, long term debt, convertible debt and contingent consideration are considered related party liabilities as holders are current employees of the Company, see Note 6. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 13 – COMMITMENTS AND CONTINGENCIES Contingencies On March 4, 2019, plaintiff John Solak (“Plaintiff”) commenced a direct and derivative action in the Delaware Court of Chancery (the “Action”): both on his own behalf as a stockholder of Silversun and derivatively on behalf of Silversun against the Company’s officers and directors relating to stockholder voting rights granted to the Company’s Chairman and Chief Executive Officer, Mark Meller in the form of Series B Preferred Stock. On or about April 22, 2019, the Company determined to undertake certain actions relating to the Series B Preferred Stock challenged in Plaintiff’s complaint, as well as certain changes to the Company’s governance policies. The Company’s officers and directors have at all relevant times denied, and continue to deny, any alleged violations of Delaware law. Plaintiff’s counsel believe that the remedial measures by SilverSun in response to the Action render the Action moot, and give rise only to a claim for attorney’s fees. The Company and the Plaintiff agreed that the Company shall pay $115,000 to Plaintiff’s counsel for fees and expenses. The Court of Chancery of the State of Delaware has not been asked to review, and will pass no judgment on, this payment of fees and expenses or its reasonableness. The Stipulation and Order Regarding Notice to Stockholders was entered into by Plaintiff, the Company and the Company’s officers and directors on August 2, 2019 and this matter is now resolved. Employment agreements The Company’s Chief Executive Officer and President has had an Employment Agreement with the Company since September 15, 2003. On February 4, 2016 (the “Effective Date”), the Company entered into an amended and restated employment agreement (the “Meller Employment Agreement”) with Mark Meller, pursuant to which Mr. Meller will continue to serve as the Company’s President and Chief Executive Officer. The Meller Employment Agreement was entered into by the Company and Mr. Meller primarily to extend the term of Mr. Meller’s employment. The term of the Meller Employment Agreement is for an additional 7 years through September of 2023 (the “Term”) and shall automatically renew for additional periods of one year unless otherwise terminated in accordance with the employment agreement. As of the renewal date, the Company agreed to pay Mr. Meller and annual salary of $565,000 with a ten percent (10%) increase every year. The Meller Employment Agreement provides for a severance payment to Mr. Meller of three hundred percent (300%), less $100,000 of his gross income for services rendered to the Company in each of the five prior calendar years should his employment be terminated following a change in control (as defined in the Meller Employment Agreement). |
SALE OF EDI PRACTICE
SALE OF EDI PRACTICE | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 14 – SALE OF EDI PRACTICE On August 26, 2019 the Company entered into and closed that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Company, SPS Commerce, Inc., as buyer (“Buyer” or “SPS”), and SWK, as seller (the “Seller”), pursuant to which the Buyer has agreed to acquire from the Seller certain assets (all intellectual property and accounts receivable) related to the MAPADOC business, which was the EDI practice. In consideration for the Acquired Assets (as defined in the Asset Purchase Agreement), at closing, SPS: (i) paid Seller $10,350,000 in cash (the “Initial Cash Payment”); and (ii) delivered $1,150,000 to an escrow account (the “Escrowed Property”) pursuant to the terms and conditions of that certain Escrow Agreement dated August 26, 2019 (the “Escrow Agreement”), for an aggregate consideration of $11,500,000 (the “Purchase Price”). Pursuant to the terms and conditions of that certain Escrow Agreement entered into in connection with the Asset Purchase Agreement, portions of the Escrowed Property will be released at six months and at twelve months following the date of closing of the Asset Purchase Agreement, to the extent that no indemnity claims against the Escrowed Property have been filed by the Buyer. On February 28, 2020, the company received the first half of the escrow agreement ($575,000), per the agreement. There was also an adjustment to the Working Capital and an additional $162,868 was added to the gain on the sale of Mapadoc which was recognized in 2019 and paid in February 2020. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 15 – DISCONTINUED OPERATIONS The financial results of our EDI Practice (“Mapadoc”) through December 31, 2019 are presented as discontinued operations. The following table presents the financial results of “Mapadoc.” Mapadoc Balance Sheet December 31, 2018 Current assets: Accounts receivable $ 477,808 Unbilled services 5,854 Prepaid expenses and other current assets 580 Total current assets 484,242 Long term assets: Intangible assets, net 1,037,295 Total assets $ 1,521,537 Current liabilities: Accrued expenses 137,713 Deferred revenue 462,203 Total current liabilities $ 599,916 Mapadoc Results of operations Twelve Months Ended December 31, 2019 December 31, 2018 Revenues: Software product, net 445,025 874,852 Service, net 2,936,898 4,021,642 Total revenues, net 3,381,923 4,896,494 Cost of revenues: Product 2,745 11,379 Service 1,387,926 1,819,561 Cost of revenues 1,390,671 1,830,940 Gross profit 1,991,252 3,065,554 Selling, general and administrative expenses: Selling and marketing expenses 371,061 439,748 General and administrative expenses 540,822 998,285 Depreciation and amortization expenses 90,844 53,658 Total selling, general and administrative expenses 1,002,727 1,491,691 Income from discontinued operations 988,525 1,573,863 Gain from sale of discontinued operations 10,307,155 - Provision for income taxes (3,033,590 ) (389,858 ) Income from discontinued operations 8,262,090 1,184,005 Calculation of gain on sale Purchase Price* 11,662,868 Net Assets at August 26, 2019 (1,575,547 ) Net Liabilities at August 26, 2019 437,260 Expenses associated with the sale (217,426 ) Gain on sale 10,307,155 * |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 16 – SUBSEQUENT EVENTS In February 2020, the company entered into a new capital lease agreement with VAR Technology Finance for a finance lease in the amount of $485,965 for equipment. The Company’s operations may be affected by the recent and ongoing outbreak of the coronavirus disease 2019 (COVID-19) which in March 2020, was been declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including property and equipment. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the “Company” and its wholly-owned subsidiaries. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. All significant inter-company transactions and accounts have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates and Classifications The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain amounts previously reported may have been reclassified to conform to the current year financial statement presentation. Such reclassifications did not affect net income or stockholders’ equity. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired. Goodwill is not amortized, but tested for impairment annually or whenever indicators of impairment exist. These indicators may include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. No impairment losses were identified or recorded for the years ended December 31, 2019 and 2018. |
Software to be Sold, Leased, or Otherwise Marketed, Policy [Policy Text Block] | Capitalization of proprietary developed software Software development costs are accounted for in accordance with ASC 985-20, Software — Costs of Software to be Sold, Leased or Marketed |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Definite Lived Intangible Assets and Long-lived Assets Purchased intangible assets are recorded at fair value using an independent valuation at the date of acquisition and are amortized over the useful lives of the asset using the straight-line amortization method. The Company assesses potential impairment of its intangible assets and other long-lived assets when there is evidence that recent events or changes in circumstances have made recovery of an asset’s carrying value unlikely. A triggering event occurred with the sale of Mapadoc EDI and an analysis was prepared by management. Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results. Impairment losses of $ 236,860 and $0, were identified and recorded for the year ended December 31, 2019 and 2018 respectively. |
Revenue [Policy Text Block] | Revenue Recognition The Financial Accounting Standards Board “FASB” issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 With the adoption of ASC 606, the Company has elected the significant financing component practical expedient. In determining the transaction price, the Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Software product revenue is recognized when the product is delivered to the customer and the Company’s performance obligation is fulfilled. Service revenue is recognized when the professional consulting, maintenance or other ancillary services are provided to the customer. Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. For the Year Ended December 31 2019 2018 Professional Consulting $ 12,055,878 $ 12,486,995 Maintenance Revenue 7,722,181 8,330,125 Ancillary Service Revenue 11,847,741 9,964,876 |
Trade and Other Accounts Receivable, Unbilled Receivables, Policy [Policy Text Block] | Unbilled Services The Company recognizes revenue on its professional services as those services are performed. Unbilled services (contract assets) represent the revenue recognized but not yet invoiced |
Long-Duration Contracts Revenue Recognition, Policy [Policy Text Block] | Deferred Revenues Deferred revenues consist of maintenance on proprietary products (contract liabilities), customer telephone support services (contract liabilities) and deposits for future consulting services which will be earned as services are performed over the contractual or stated period, which generally ranges from three to twelve months. As of December 31, 2019, there was $145,977 in deferred maintenance, $159,165 in deferred support services, and $1,701,841 in deposits for future consulting services. As of December 31, 2018, there was $198,727 in deferred maintenance, $95,550 in deferred support services, and $1,092,341 in deposits for future consulting services. |
Revenue from Contract with Customer [Policy Text Block] | Commissions Sales commissions relating to service revenues are considered incremental and recoverable costs of obtaining a project with our customer. These commissions are calculated based on estimated revenue to be generated over the life of the project. These costs are deferred and expensed as the service revenue is earned. Commission expense is included in selling and marketing expenses in the accompanying consolidated statements of operations |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations The Company maintains its cash with various institutions, which exceed federally insured limits throughout the year. At December 31, 2019, the Company had cash on deposit of approximately $8,016,900 in excess of the federally insured limits of $250,000. As of December 31, 2019, one customer represented 14% of the total accounts receivable and unbilled services. As of December 31, 2018, no one customer represented more than 10% of the total accounts receivable and unbilled services. For the years ended December 31, 2019 and 2018, the top ten customers accounted for 10% ($3,903,702) and 14% ($5,219,755), respectively, of total revenues. The Company does not rely on any one specific customer for any significant portion of its revenue base. For both the years ended December 31, 2019 and 2018, purchases from one supplier through a “channel partner” agreement were approximately 19% and 24% respectively. This channel partner agreement is for a one year term and automatically renews for an additional one year term on the anniversary of the agreements effective date. For the years ended December 31, 2019 and 2018, one supplier represented approximately 15% and 40% of total accounts payable, respectively. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash and cash equivalents. As of December 31, 2019, the Company believes it has no significant risk related to its concentration of accounts receivable. |
Receivable [Policy Text Block] | Accounts Receivable Accounts receivable consist primarily of invoices for maintenance and professional services. Full payment for software ordered by customers is primarily due in advance of ordering from the software supplier. Payments for maintenance and support plan renewals are due before the beginning of the maintenance period. Terms under our professional service agreements are generally 50% due in advance and the balance on completion of the services. The Company maintains an allowance for bad debt estimated by considering a number of factors, including the length of time the amounts are past due, the Company’s previous loss history and the customer’s current ability to pay its obligations. Accounts are written off against the allowance when deemed uncollectable. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally three to seven years. Maintenance and repairs that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the consolidated statements of operations. |
Income Tax, Policy [Policy Text Block] | Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss carryforwards. Based on ASU 2015-17, all deferred tax assets or liabilities are classified as long-term. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactment date. The Company has federal net operating loss (“NOL”) carryforwards which are subject to limitations under Section 382 of the Internal Revenue Code. The 2017 Tax Cuts and Jobs Act (“Tax Reform”) was enacted on December 22, 2017. The Tax Reform includes a number of changes in existing tax law impacting businesses including a permanent reduction in the U.S. federal statutory rate from 34% to 21%, effective on January 1, 2018. Under U.S. GAAP, changes in tax rates and tax law are accounted for in the period of enactment and deferred tax assets and liabilities are measured at the enacted tax rate. The rate reconciliation includes the Company’s assessment of the accounting under the Tax Reform and is based on information that was available to management at the time the consolidated financial statements were prepared. The Company files income tax returns in the U.S. federal and state jurisdictions. Tax years 2016 to 2019 remain open to examination for both the U.S. federal and state jurisdictions. There were no liabilities for uncertain tax positions at December 31, 2019 and 2018. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurement The accounting standards define fair value and establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The Company’s current financial assets and liabilities approximate fair value due to their short term nature and include cash, accounts receivable, accounts payable, and accrued liabilities. The carrying value of longer term lease, contingent consideration and debt obligations approximate fair value as their stated interest rates approximate the rates currently available. The Company’s goodwill and intangibles are measured at fair-value on a non-recurring basis using Level 3 inputs, as discussed in Note 5 and 9. |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation Compensation expense related to share-based transactions, including employee stock options, is measured and recognized in the financial statements based on a determination of the fair value. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For employee stock options, the Company recognizes expense over the requisite service period on a straight-line basis (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Authoritative Pronouncements In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on January 1, 2019 and use the effective date as the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elects the ‘package of practical expedients’, which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. On adoption, the Company recognized additional operating lease liabilities of approximately $911,000 with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. In June 2018, the FASB, issued ASU No. 2018-07 to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new guidance expands the scope of Accounting Standards Codification, or ASC, 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance in ASC 505-50. The guidance is effective for public business entities in annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted, including in an interim period for which financial statements have not been issued, but not before an entity adopts ASC 606. This was adopted on January 1, 2019 and did not have a material impact on the financial position and results of operations. Recent Authoritative Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350), which includes provisions, intended to simplify the test for goodwill impairment. The standard is effective for annual periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect the adoption of this standard to have a significant impact on our financial position and results of operations. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments -Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. The amendment in this update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. We have evaluated the requirements of this standard on our financial assets and have concluded that the adoption of this ASU, beginning January 1, 2020, will not have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendment also improves consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We do not expect the adoption of this standard to have a significant impact on our financial position and results of operations. No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Service revenue is recognized when the professional consulting, maintenance or other ancillary services are provided to the customer. Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. For the Year Ended December 31 2019 2018 Professional Consulting $ 12,055,878 $ 12,486,995 Maintenance Revenue 7,722,181 8,330,125 Ancillary Service Revenue 11,847,741 9,964,876 |
NET (LOSS) INCOME PER COMMON _2
NET (LOSS) INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The Company’s basic loss per common share is based on net loss for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted income per common share is based on net income (loss), divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding option and warrants to the extent they are dilutive. As of December 31, 2019 and 2018, the average market prices for the years ended are less than the exercise price of all the outstanding stock options and warrants, therefore, the inclusion of the stock options and warrants would be anti-dilutive. In addition, since the effect of common stock equivalents is anti-dilutive with respect to losses, the convertible promissory notes have also been excluded from the Company’s computation of loss per common share for continuing operations for the years periods ended December 31, 2019 and 2018. Therefore, basic and diluted loss per common share for continuing operations for the year ended December 31, 2019 and 2018 are the same. Year Ended December 31, 2019 Year Ended December 31, 2018 Basic net income (loss) from continuing operations per share computation: Net income (loss) from continuing operations $ (1,467,864 ) $ (921,573 ) Weighted-average common shares outstanding 4,500,827 4,499,559 Basic net income (loss) per share $ (0.33 ) $ (0.20 ) Diluted net income (loss) from continuing operations per share computation: Net loss per above $ (1,467,864 ) $ (921,573 ) Net loss $ (1,467,864 ) $ (921,573 ) Weighted-average common shares outstanding 4,500,827 4,499,559 Total adjusted weighted-average shares 4,500,827 4,499,559 Diluted net loss per share $ (0.33 ) $ (0.20 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share. Year Ended December 31, 2019 Year Ended December 31, 2018 Stock options 26,280 56,280 Warrants 191,543 208,241 Convertible promissory notes 247,041 183,535 Total potential dilutive securities not included in loss per share 464,864 448,056 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment is summarized as follows: December 31, 2019 December 31, 2018 Leasehold improvements $ 98,831 $ 98,831 Equipment, furniture and fixtures 2,842,340 2,479,732 2,941,171 2,578,563 Less: Accumulated depreciation and amortization (2,228,544 ) (1,890,441 ) Property and equipment, net $ 712,627 $ 688,122 |
Schedule of Capital Leased Assets [Table Text Block] | Property and equipment under finance leases are summarized as follows: December 31, 2019 December 31, 2018 Equipment, furniture and fixtures 708,272 436,084 Less: Accumulated amortization (248,497 ) (103,061 ) Property and equipment, net $ 459,775 $ 333,023 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The components of intangible assets are as follows: December 31, 2019 December 31, 2018 Estimated Useful Lives Proprietary developed software $ 390,082 $ 545,216 5 – 7 Intellectual property, customer list, and acquired contracts 4,430,014 4,202,014 5 – 15 Total intangible assets $ 4,820,096 $ 4,747,230 Less: accumulated amortization (2,212,795 ) (1,830,863 ) $ 2,607,301 $ 2,916,367 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The Company expects future amortization expense to be the following: Amortization 2020 365,045 2021 328,495 2022 261,793 2023 198,680 2024 198,680 thereafter 1,254,608 Total $ 2,607,301 |
LINE OF CREDIT AND LONG-TERM _2
LINE OF CREDIT AND LONG-TERM DEBT, RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Line of Credit and Term Loan [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | At December 31, 2019, future payments of promissory notes are as follows over each of the next five fiscal years: 2020 $ 408,901 2021 341,795 2022 293,381 2023 146,378 Total $ 1,190,455 |
FINANCE AND CAPITAL LEASE OBL_2
FINANCE AND CAPITAL LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
FINANCE AND CAPITAL LEASE OBLIGATIONS (Tables) [Line Items] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | At December 31, 2019, future payments under finance leases are as follows: 2020 $ 175,932 2021 125,589 2022 57,585 2023 6,640 Total minimum lease payments 365,746 Less amounts representing interest (22,145 ) Present value of net minimum lease payments 343,601 Less current portion (162,625 ) Long-term capital lease obligation $ 180,976 2019 $ 97,259 2020 70,147 2021 21,728 2022 19,920 2023 6,640 Total minimum lease payments 215,694 Less amounts representing interest (19,827 ) Present value of net minimum lease payments 195,867 Less current portion (87,355 ) Long-term capital lease obligation $ 108,512 |
Finance and Capital Lease Obligations [Member] | |
FINANCE AND CAPITAL LEASE OBLIGATIONS (Tables) [Line Items] | |
Lease, Cost [Table Text Block] | The related obligations are based upon the present value of the future minimum lease payments with the following: December 31, 2019 Weighted average remaining lease term 2.33 Weighted average interest rate 5.53 % |
OPERATING LEASE LIABILITY (Tabl
OPERATING LEASE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
OPERATING LEASE LIABILITY (Tables) [Line Items] | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | The following table reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2019: 2020 285,289 2021 221,018 2022 133,568 2023 119,677 2024 40,177 Total undiscounted future minimum lease payments 799,729 Less: Difference between undiscounted lease payments and discounted lease liabilities (100,889 ) Total operating lease liabilities $ 698,840 Less current portion (262,020 ) Long-term operating lease liabilities $ 436,820 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The Company adopted ASU 2016-02 using a modified retrospective adoption method at January 1, 2019 as noted in Note 2 “Recently Adopted Authoritative Standards”. As required, the following disclosure is provided for periods prior to adoption. Minimum operating lease commitments as of December 31, 2018 that have initial or remaining lease terms in excess of one year are as follows: 2019 $ 369,561 2020 261,542 2021 196,680 2022 127,447 2023 119,677 Thereafter 40,177 $ 1,115,084 |
Operating Lease [Member] | |
OPERATING LEASE LIABILITY (Tables) [Line Items] | |
Lease, Cost [Table Text Block] | The Company's weighted average remaining lease term and weighted average discount rate for operating leases as of December 31, 2019 are as follows: December 31, 2019 Weighted average remaining lease term 3.42 Weighted average discount rate 4.77 % |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of the status of the Company’s stock option plans for the fiscal years ended December 31, 2019 and 2018 and changes during the years are presented below (in number of options): Number of Options Average Exercise Price Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding options at January 1, 2018 62,280 $ 3.78 2.0 years $ -0- Options granted - - Options canceled/forfeited (6,000 ) $ 4.00 Outstanding options at December 31, 2018 56,280 $ 3.75 1.0 years $ -0- Options granted - $ - Options canceled/forfeited (30,000 ) $ 3.78 Outstanding options at December 31, 2019 26,280 $ 3.71 0.7 years $ -0- Vested Options: December 31, 2019: 21,960 $ 3.72 0.6 years $ -0- December 31, 2018: 43,640 $ 3.70 0.9 years $ -0- |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes the warrants transactions: Warrants Outstanding Weighted Average Exercise Price Average Remaining Contractual Term Balance, January 1, 2018 208,241 $ 5.26 2.3 years Granted - $ - Exercised - $ - Canceled - $ - Outstanding and Exercisable December 31, 2018 208,241 $ 5.26 2.3 years Granted - $ - Exercised 16,698 $ 5.09 Canceled - $ - Outstanding and Exercisable December 31, 2019 191,543 $ 5.28 0.3 years |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following summarizes the purchase price allocation for all prior year and current year’s acquisitions: ISM Nellnube PIT Cash consideration $ 300,000 $ - $ 60,000 Note payable 1,000,000 400,000 174,000 Total purchase price $ 1,300,000 $ 400,000 $ 234,000 Deposits and other assets $ 7,235 $ - $ - Property and equipment 170,000 50,000 - Customer List 750,499 321,964 228,000 Goodwill 398,000 86,000 6,000 Total assets acquired 1,325,734 457,964 234,000 Capital lease obligations (25,734 ) (57,964 ) (- ) Liabilities acquired (25,734 ) (57,964 ) (- ) Net assets acquired $ 1,300,000 $ 400,000 $ 234,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisitions occurred on January 1, 2018, nor is the financial information indicative of the results of future operations. The following table represents the unaudited consolidated pro forma results of operations for the year ended December 31, 2018 as if the acquisition occurred on January 1, 2018. Operating expenses have been increased for the amortization expense associated with the estimated fair value adjustment as of December 31, 2018 of expected definite lived intangible assets and interest on the notes payable. Pro Forma Year Ended December 31, 2018 Net revenues $ 39,006,321 Cost of revenues 23,770,330 Operating expenses 16,174,465 Loss before taxes (938,474 ) Net loss from continuing operations $ (783,091 ) Basic and diluted income (loss) per common share $ (0.17 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The foregoing amounts are management’s estimates and the actual results could differ from those estimates. Future profitability in this competitive industry depends on continually obtaining and fulfilling new profitable sales agreements and modifying products. The inability to obtain new profitable contracts could reduce estimates of future profitability, which could affect the Company’s ability to realize the deferred tax assets. Significant components of the Company’s deferred tax assets and liabilities are summarized as follows: December 31, December 31, 2019 2018 Deferred tax assets: Net operating loss carry forwards $ 1,517,482 $ 1,734,577 Long lived assets 181,000 265,478 Share based payments 13,000 13,000 Allowance for doubtful accounts 109,000 118,000 Other 15,000 15,000 Deferred tax asset 1,835,482 2,146,055 Deferred tax liabilities: Installment sale (346,000 ) - Long lived assets (278,000 ) (220,000 ) Deferred tax liabilities (624,000 ) (220,000 ) Net deferred tax asset 1,211,482 1,926,055 Less: Valuation allowance (337,000 ) (634,000 ) Net deferred tax asset $ 874,482 1,292,055 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the statutory income tax rate to the effective rate is as follows for the period December 31, 2019 and 2018: December 31, December 31, 2019 2018 Federal income tax rate 21 % 21 % State income tax, net of federal benefit 6 % 6 % Other (3 %) (3 %) Effective income tax rate 24 % 24 % |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax provision (benefit) from continuing operations: Year Ended December 31, December 31, 2019 2018 Current: Federal $ - $ - State and local - - Total current tax provision (benefit) - - Deferred: Federal (342,006 ) (211,212 ) State and local (113,000 ) (70,000 ) Total deferred tax provision (benefit) (455,006 ) (281,212 ) Total provision (benefit) $ (455,006 ) (281,212 ) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | December 31, 2018 Current assets: Accounts receivable $ 477,808 Unbilled services 5,854 Prepaid expenses and other current assets 580 Total current assets 484,242 Long term assets: Intangible assets, net 1,037,295 Total assets $ 1,521,537 Current liabilities: Accrued expenses 137,713 Deferred revenue 462,203 Total current liabilities $ 599,916 Twelve Months Ended December 31, 2019 December 31, 2018 Revenues: Software product, net 445,025 874,852 Service, net 2,936,898 4,021,642 Total revenues, net 3,381,923 4,896,494 Cost of revenues: Product 2,745 11,379 Service 1,387,926 1,819,561 Cost of revenues 1,390,671 1,830,940 Gross profit 1,991,252 3,065,554 Selling, general and administrative expenses: Selling and marketing expenses 371,061 439,748 General and administrative expenses 540,822 998,285 Depreciation and amortization expenses 90,844 53,658 Total selling, general and administrative expenses 1,002,727 1,491,691 Income from discontinued operations 988,525 1,573,863 Gain from sale of discontinued operations 10,307,155 - Provision for income taxes (3,033,590 ) (389,858 ) Income from discontinued operations 8,262,090 1,184,005 |
Gain (Loss) on Sale [Table Text Block] | Calculation of gain on sale Purchase Price* 11,662,868 Net Assets at August 26, 2019 (1,575,547 ) Net Liabilities at August 26, 2019 437,260 Expenses associated with the sale (217,426 ) Gain on sale 10,307,155 |
SUPPLEMENTAL SCHEDULE OF NON-_2
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) - USD ($) | Dec. 24, 2019 | Aug. 26, 2019 | Jan. 01, 2019 | Dec. 24, 2018 | May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 10, 2019 | Apr. 01, 2019 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) [Line Items] | |||||||||
Payments to Acquire Businesses, Gross | $ 60,000 | $ 300,000 | |||||||
Operating Lease, Liability | $ 911,000 | 698,840 | $ 71,685 | ||||||
Lease Obligation Incurred | 291,936 | ||||||||
Escrow Deposit | $ 1,150,000 | ||||||||
Disposal Group, Including Discontinued Operation, Work Capital Adjustment | $ 162,868 | ||||||||
Stock Repurchase Program, Authorized Amount | $ 2,000,000 | ||||||||
Dividends Payable, Amount Per Share (in Dollars per share) | $ 0.50 | $ 0.05 | |||||||
Payments of Dividends | $ 2,250,636 | $ 225,038 | 225,038 | 0 | |||||
Other Significant Noncash Transaction, Value of Consideration Given | 47,043 | ||||||||
Partners in Technology, Inc ("PIT") [Member] | |||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) [Line Items] | |||||||||
Notes Issued | 174,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 60,000 | 60,000 | |||||||
Info Management Systems Inc ISM [Member] | |||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) [Line Items] | |||||||||
Notes Issued | 1,000,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 300,000 | 300,000 | 300,000 | ||||||
Noncash or Part Noncash Acquisition, Value of Liabilities Assumed | 25,734 | ||||||||
Nellnube, Inc ("NNB") [Member] | |||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: (Details) [Line Items] | |||||||||
Notes Issued | 400,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 0 | ||||||||
Lease Obligation Incurred | 80,875 | ||||||||
Noncash or Part Noncash Acquisition, Value of Liabilities Assumed | $ 57,964 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jan. 01, 2018 | Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Asset Impairment Charges | $ 236,860 | $ 0 | |||
Cash, Uninsured Amount | 8,016,900 | ||||
Cash, FDIC Insured Amount | 250,000 | ||||
Revenues | $ 38,502,482 | $ 36,103,818 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 21.00% | 21.00% | ||
Retained Earnings (Accumulated Deficit) | $ (635,584) | $ (7,429,810) | |||
Minimum [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Maximum [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 7 years | ||||
Accounting Standards Update 2016-02 [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Retained Earnings (Accumulated Deficit) | $ 911,000 | ||||
Domestic Tax Authority [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 14.00% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | 14.00% | |||
Revenues | $ 3,903,702 | $ 5,219,755 | |||
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 24.00% | 19.00% | |||
Purchase Commitment, Description | This channel partner agreement is for a one year term and automatically renews for an additional one year term on the anniversary of the agreements effective date. | ||||
Supplier Concentration Risk [Member] | Concentration Risk, Accounts Payable [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 15.00% | 40.00% | |||
Deferred Maintenance [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Deferred Revenue | $ 145,977 | $ 198,727 | |||
Deferred Support Services [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Deferred Revenue | 159,165 | 95,550 | |||
Deposits for Future Services [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Deferred Revenue | $ 1,701,841 | $ 1,092,341 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consulting Service Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 12,055,878 | $ 12,486,995 |
Maintenance [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 7,722,181 | 8,330,125 |
Ancillary Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 11,847,741 | $ 9,964,876 |
NET (LOSS) INCOME PER COMMON _3
NET (LOSS) INCOME PER COMMON SHARE (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Basic net income (loss) from continuing operations per share computation: | ||
Net income (loss) from continuing operations | $ (1,467,864) | $ (921,573) |
Weighted-average common shares outstanding | 4,500,827 | 4,499,559 |
Basic net income (loss) per shares | $ (0.33) | $ (0.20) |
Diluted net income (loss) from continuing operations per share computation: | ||
Net loss per above | $ (1,467,864) | $ (921,573) |
Net loss | $ (1,467,864) | $ (921,573) |
Weighted-average common shares outstanding | 4,500,827 | 4,499,559 |
Total adjusted weighted-average shares | 4,500,827 | 4,499,559 |
Diluted net loss per share | $ (0.33) | $ (0.20) |
NET (LOSS) INCOME PER COMMON _4
NET (LOSS) INCOME PER COMMON SHARE (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 464,864 | 448,056 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 26,280 | 56,280 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 191,543 | 208,241 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 247,041 | 183,535 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization | $ 338,103 | $ 326,285 |
PROPERTY AND EQUIPMENT (Detail
PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 2,941,171 | $ 2,578,563 |
Less: Accumulated depreciation | (2,228,544) | (1,890,441) |
Property and equipment, net | 712,627 | 688,122 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 98,831 | 98,831 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 2,842,340 | $ 2,479,732 |
PROPERTY AND EQUIPMENT (Deta_2
PROPERTY AND EQUIPMENT (Details) - Schedule of Capital Leased Assets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Capital Leased Assets [Abstract] | ||
Equipment, furniture and fixtures | $ 708,272 | $ 436,084 |
Less: Accumulated amortization | (248,497) | (103,061) |
Property and equipment, net | $ 459,775 | $ 333,023 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 381,933 | $ 322,126 |
Impairment of Intangible Assets, Finite-lived | $ 236,860 | $ 0 |
INTANGIBLE ASSETS (Details) - S
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 4,820,096 | $ 4,747,230 |
Less: accumulated amortization | (2,212,795) | (1,830,863) |
Intangible asset, net | 2,607,301 | 2,916,367 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 390,082 | 545,216 |
Computer Software, Intangible Asset [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | |
Computer Software, Intangible Asset [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | |
Intellectual property, customer list, and acquired contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 4,430,014 | $ 4,202,014 |
Intellectual property, customer list, and acquired contracts [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | |
Intellectual property, customer list, and acquired contracts [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 15 years |
INTANGIBLE ASSETS (Details) -_2
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||
2020 | $ 365,045 | |
2021 | 328,495 | |
2022 | 261,793 | |
2023 | 198,680 | |
2024 | 198,680 | |
thereafter | 1,254,608 | |
Total | $ 2,607,301 | $ 2,916,367 |
LINE OF CREDIT AND LONG-TERM _3
LINE OF CREDIT AND LONG-TERM DEBT, RELATED PARTY (Details) - USD ($) | Jan. 01, 2019 | Sep. 11, 2018 | May 31, 2018 | Jul. 06, 2015 | May 06, 2014 | Dec. 31, 2019 | Dec. 31, 2018 |
JPM Revolving Demand Note [Member] | Maximum [Member] | Notes Payable to Banks [Member] | |||||||
LINE OF CREDIT AND LONG-TERM DEBT, RELATED PARTY (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||
ESC Inc. DBA ESC Software [Member] | Notes Payable, Other Payables [Member] | |||||||
LINE OF CREDIT AND LONG-TERM DEBT, RELATED PARTY (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 350,000 | ||||||
Debt Instrument, Frequency of Periodic Payment | Monthly | ||||||
Debt Instrument, Periodic Payment | $ 6,135 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||
Long-term Debt | $ 0 | $ 30,521 | |||||
ProductiveTech, Inc. (PTI) [Member] | |||||||
LINE OF CREDIT AND LONG-TERM DEBT, RELATED PARTY (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 174,000 | ||||||
Debt Instrument, Periodic Payment | $ 4,984 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||
Long-term Debt | 121,968 | ||||||
Debt Instrument, Term | 36 months | ||||||
Payments to Acquire Businesses, Gross | $ 60,000 | ||||||
ProductiveTech, Inc. (PTI) [Member] | Notes Payable, Other Payables [Member] | |||||||
LINE OF CREDIT AND LONG-TERM DEBT, RELATED PARTY (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 600,000 | ||||||
Debt Instrument, Frequency of Periodic Payment | Monthly | ||||||
Debt Instrument, Periodic Payment | $ 10,645 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ||||||
Long-term Debt | 73,899 | 198,106 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 500,000 | ||||||
Debt Instrument, Term | 60 months | ||||||
Info Management Systems Inc ISM [Member] | |||||||
LINE OF CREDIT AND LONG-TERM DEBT, RELATED PARTY (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||
Debt Instrument, Periodic Payment | $ 17,528 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||
Long-term Debt | 710,420 | 904,436 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 750,499 | ||||||
Debt Instrument, Term | 5 years | ||||||
Payments to Acquire Businesses, Gross | $ 300,000 | 300,000 | 300,000 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,000,000 | 1,000,000 | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | The ISM Note is due five years from the closing date and bears interest at a rate of two percent (2%) per annum. Monthly payments including interest are $17,528. The ISM Note has an optional conversion feature where the holder may, at its sole and exclusive option, elect to convert, at any time and from time to time, until payment in full of the ISM Note, all of the outstanding principal amount of the ISM Note, plus accrued interest, into shares (the “Conversion Shares”) of the Company’s Common Stock, (“Common Stock”) at per share price equal to $4.03, a price equal to the average closing price of its Common Stock for the five (5) trading days immediately preceding the issuance date of the ISM Note (the “Fixed Conversion Price”). | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 4.03 | ||||||
Nellnube, Inc ("NNB") [Member] | |||||||
LINE OF CREDIT AND LONG-TERM DEBT, RELATED PARTY (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||
Debt Instrument, Periodic Payment | $ 7,011 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||
Long-term Debt | 284,168 | $ 361,774 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 321,964 | ||||||
Debt Instrument, Term | 5 years | ||||||
Payments to Acquire Businesses, Gross | 0 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 400,000 | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Nellnube Note is due five years from the closing date and bears interest at a rate of two percent (2%) per annum. Monthly payments including interest are $7,011. The Nellnube Note has an optional conversion feature where the holder may, at its sole and exclusive option, elect to convert, at any time and from time to time, until payment in full of the Nellnube Note, all of the outstanding principal amount of the Nellnube Note, plus accrued interest, into shares (the “Conversion Shares”) of the Company’s Common Stock, (“Common Stock”) at per share price equal to $4.03, a price equal to the average closing price of its Common Stock for the five (5) trading days immediately preceding the issuance date of the Nellnube Note (the “Fixed Conversion Price”). | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 4.03 | ||||||
London Interbank Offered Rate (LIBOR) [Member] | JPM Revolving Demand Note [Member] | Notes Payable to Banks [Member] | |||||||
LINE OF CREDIT AND LONG-TERM DEBT, RELATED PARTY (Details) [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% |
LINE OF CREDIT AND LONG-TERM _4
LINE OF CREDIT AND LONG-TERM DEBT, RELATED PARTY (Details) - Schedule of Maturities of Long-term Debt | Dec. 31, 2019USD ($) |
Schedule of Maturities of Long-term Debt [Abstract] | |
2020 | $ 408,901 |
2021 | 341,795 |
2022 | 293,381 |
2023 | 146,378 |
Total | $ 1,190,455 |
FINANCE AND CAPITAL LEASE OBL_3
FINANCE AND CAPITAL LEASE OBLIGATIONS (Details) - Lease, Cost | Dec. 31, 2019 |
Lease, Cost [Abstract] | |
Weighted average remaining lease term | 2 years 120 days |
Weighted average interest rate | 5.53% |
FINANCE AND CAPITAL LEASE OBL_4
FINANCE AND CAPITAL LEASE OBLIGATIONS (Details) - Schedule of Future Minimum Lease Payments for Capital Leases - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Future Minimum Lease Payments for Capital Leases [Abstract] | ||
2020 | $ 175,932 | $ 70,147 |
2021 | 125,589 | 21,728 |
2022 | 57,585 | 19,920 |
6,640 | 6,640 | |
Total minimum lease payments | 365,746 | 215,694 |
(22,145) | (19,827) | |
343,601 | 195,867 | |
(162,625) | (87,355) | |
$ 180,976 | 108,512 | |
2019 | $ 97,259 |
OPERATING LEASE LIABILITY (Deta
OPERATING LEASE LIABILITY (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
OPERATING LEASE LIABILITY (Details) [Line Items] | ||
Number of Locations of Office Space Leases | 11 | |
Operating Leases, Rent Expense | $ 417,467 | $ 417,205 |
Minimum [Member] | ||
OPERATING LEASE LIABILITY (Details) [Line Items] | ||
Operating Leases, Rent Expense, Minimum Rentals | 605 | |
Maximum [Member] | ||
OPERATING LEASE LIABILITY (Details) [Line Items] | ||
Operating Leases, Rent Expense, Minimum Rentals | $ 12,774 |
OPERATING LEASE LIABILITY (De_2
OPERATING LEASE LIABILITY (Details) - Lease, Cost | Dec. 31, 2019 |
Lease, Cost [Abstract] | |
Weighted average remaining lease term | 3 years 153 days |
Weighted average discount rate | 4.77% |
OPERATING LEASE LIABILITY (De_3
OPERATING LEASE LIABILITY (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Dec. 31, 2019 | Apr. 01, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | ||||
2020 | $ 285,289 | |||
2021 | 221,018 | |||
2022 | 133,568 | |||
2023 | 119,677 | |||
2024 | 40,177 | |||
Total undiscounted future minimum lease payments | 799,729 | |||
Less: Difference between undiscounted lease payments and discounted lease liabilities | (100,889) | |||
Total operating lease liabilities | 698,840 | $ 71,685 | $ 911,000 | |
Less current portion | (262,020) | $ 0 | ||
Long-term operating lease liabilities | $ 436,820 | $ 0 |
OPERATING LEASE LIABILITY (De_4
OPERATING LEASE LIABILITY (Details) - Schedule of Future Minimum Rental Payments for Operating Leases | Dec. 31, 2018USD ($) |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | |
2019 | $ 369,561 |
2020 | 261,542 |
2021 | 196,680 |
2022 | 127,447 |
2023 | 119,677 |
Thereafter | 40,177 |
$ 1,115,084 |
EQUITY (Details)
EQUITY (Details) | Dec. 24, 2019USD ($)$ / shares | Dec. 24, 2018USD ($)$ / shares | Oct. 24, 2018shares | Mar. 30, 2018USD ($)shares | Mar. 23, 2018USD ($)shares | Feb. 08, 2018USD ($)shares | Jan. 18, 2018USD ($)shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Oct. 10, 2019shares | Sep. 06, 2019$ / shares |
EQUITY (Details) [Line Items] | |||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 100 | ||||||||||
Number of Employees | 10 | 10 | |||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 3,830 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 45,306 | ||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | shares | 1,000 | ||||||||||
Dividends Payable, Date Declared | Dec. 24, 2019 | Dec. 24, 2018 | |||||||||
Common Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $ / shares | $ 0.50 | $ 0.05 | |||||||||
Dividends Payable, Date to be Paid | Jan. 14, 2020 | Jan. 14, 2019 | |||||||||
Dividends, Common Stock, Cash | $ 2,250,636 | $ 225,038 | 225,038 | ||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased (in Shares) | shares | 2,000,000 | ||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 16,910 | $ 73,305 | |||||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 10,194 | ||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 292 days | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Financial Advisory Services [Member] | |||||||||||
EQUITY (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 5,115 | 4,825 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 20,204 | $ 17,852 | |||||||||
Legal Services [Member] | |||||||||||
EQUITY (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 912 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 3,420 | ||||||||||
Warrants [Member] | |||||||||||
EQUITY (Details) [Line Items] | |||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 16,910 | $ 28,000 |
EQUITY (Details) - Schedule of
EQUITY (Details) - Schedule of Share-based Compensation, Stock Options, Activity - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | |||
Number of Options Outstanding | 56,280 | 62,280 | |
Options Outstanding, Average Exercise Price | $ 3.75 | $ 3.78 | |
Options Outstanding, Average Remaining Contractual Term | 255 days | 1 year | 2 years |
Options Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | |
Number of Options Vested | 21,960 | 43,640 | |
Options Vested, Average Exercise Price | $ 3.72 | $ 3.70 | |
Options Vested, Average Remaining Contractual Term | 219 days | 328 days | |
Options Vested, Aggregate Intrinsic Value | $ 0 | $ 0 | |
Number of Options granted | 0 | 0 | |
Options Granted, Average Exercise Price | $ 0 | $ 0 | |
Number of Options canceled/forfeited | (30,000) | (6,000) | |
Options canceled/forfeited, Average Exercise Price | $ 3.78 | $ 4 | |
Number of Options Outstanding | 26,280 | 56,280 | |
Options Outstanding, Average Exercise Price | $ 3.71 | $ 3.75 | |
Options Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 |
EQUITY (Details) - Schedule _2
EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | ||
Warrants Outstanding and Exercisable | 208,241 | 208,241 |
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 5.26 | $ 5.26 |
Warrants Outstanding and Exercisable, Average Remaining Contractual Term | 109 days | 2 years 109 days |
Warrants Granted | 0 | 0 |
Warrants Granted, Weighted Average Exercise Price | $ 0 | $ 0 |
Warrants Exercised | 16,698 | 0 |
Warrants Exercised, Weighted Average Exercise Price | $ 5.09 | $ 0 |
Warrants Canceled | 0 | 0 |
Warrants Canceled, Weighted Average Exercise Price | $ 0 | $ 0 |
Warrants Outstanding and Exercisable | 191,543 | 208,241 |
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 5.28 | $ 5.26 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - USD ($) | Jan. 01, 2019 | May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Info Management Systems Inc ISM [Member] | ||||
BUSINESS COMBINATION (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,000,000 | |||
Payments to Acquire Businesses, Gross | $ 300,000 | $ 300,000 | $ 300,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||
Debt Instrument, Periodic Payment | $ 17,528 | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 4.03 | |||
Debt Instrument, Term | 5 years | |||
Info Management Systems Inc ISM [Member] | Customer Lists [Member] | ||||
BUSINESS COMBINATION (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Nellnube, Inc ("NNB") [Member] | ||||
BUSINESS COMBINATION (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 400,000 | |||
Payments to Acquire Businesses, Gross | 0 | |||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||
Debt Instrument, Periodic Payment | $ 7,011 | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 4.03 | |||
Debt Instrument, Term | 5 years | |||
Nellnube, Inc ("NNB") [Member] | Customer Lists [Member] | ||||
BUSINESS COMBINATION (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Partners in Technology, Inc ("PIT") [Member] | ||||
BUSINESS COMBINATION (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 174,000 | |||
Payments to Acquire Businesses, Gross | $ 60,000 | 60,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||
Debt Instrument, Periodic Payment | $ 4,984 | |||
Debt Instrument, Term | 36 months | |||
Partners in Technology, Inc ("PIT") [Member] | Customer Lists [Member] | ||||
BUSINESS COMBINATION (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Information Systems Management, Inc., Partners in Technology, and Nellnube, Inc. [Member] | ||||
BUSINESS COMBINATION (Details) [Line Items] | ||||
Amortization of Intangible Assets | 44,991 | |||
Income (Loss) Attributable to Parent, before Tax | 336,844 | 174,264 | ||
Revenues | 3,993,643 | 1,859,424 | ||
Cost of Revenue | 1,886,725 | 701,600 | ||
Operating Expenses | $ 1,770,073 | $ 983,559 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($) | Jan. 01, 2019 | May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Info Management Systems Inc ISM [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 300,000 | $ 300,000 | $ 300,000 | |
Note payable | $ 1,000,000 | 1,000,000 | ||
Total purchase price | 1,300,000 | |||
Deposits and other assets | 7,235 | |||
Property and equipment | 170,000 | |||
Customer List | 750,499 | |||
Goodwill | 398,000 | |||
Total assets acquired | 1,325,734 | |||
Capital lease obligations | (25,734) | |||
Liabilities acquired | (25,734) | |||
Net assets acquired | 1,300,000 | |||
Nellnube, Inc ("NNB") [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | 0 | |||
Note payable | 400,000 | |||
Total purchase price | 400,000 | |||
Deposits and other assets | 0 | |||
Property and equipment | 50,000 | |||
Customer List | 321,964 | |||
Goodwill | 86,000 | |||
Total assets acquired | 457,964 | |||
Capital lease obligations | (57,964) | |||
Liabilities acquired | (57,964) | |||
Net assets acquired | 400,000 | |||
Partners in Technology, Inc ("PIT") [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 60,000 | 60,000 | ||
Note payable | 174,000 | |||
Total purchase price | 234,000 | |||
Deposits and other assets | 0 | |||
Property and equipment | 0 | |||
Customer List | 228,000 | |||
Goodwill | 6,000 | |||
Total assets acquired | 234,000 | |||
Capital lease obligations | 0 | |||
Liabilities acquired | 0 | |||
Net assets acquired | $ 234,000 |
BUSINESS COMBINATION (Details_2
BUSINESS COMBINATION (Details) - Business Acquisition, Pro Forma Information | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Business Acquisition, Pro Forma Information [Abstract] | |
Net revenues | $ 39,006,321 |
Cost of revenues | 23,770,330 |
Operating expenses | 16,174,465 |
Loss before taxes | (938,474) |
Net loss from continuing operations | $ (783,091) |
Basic and diluted loss per common share (in Dollars per share) | $ / shares | $ (0.17) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | $ 6,532,000 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 21.00% | 21.00% |
Other Tax Expense (Benefit) | $ (455,006) | $ 281,212 | |
Minimum [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | 2024 | ||
Maximum [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | 2033 |
INCOME TAXES (Details) - Sched
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carry forwards | $ 1,517,482 | $ 1,734,577 |
Long lived assets | 181,000 | 265,478 |
Share based payments | 13,000 | 13,000 |
Allowance for doubtful accounts | 109,000 | 118,000 |
Other | 15,000 | 15,000 |
Deferred tax asset | 1,835,482 | 2,146,055 |
Installment sale | (346,000) | 0 |
Long lived assets | (278,000) | (220,000) |
Deferred tax liabilities | (624,000) | (220,000) |
Net deferred tax asset | 1,211,482 | 1,926,055 |
Less: Valuation allowance | (337,000) | (634,000) |
Net deferred tax asset | $ 874,482 | $ 1,292,055 |
INCOME TAXES (Details) - Sch_2
INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation | Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | |||
Federal income tax rate | 34.00% | 21.00% | 21.00% |
State income tax, net of federal benefit | 6.00% | 6.00% | |
Change in valuation allowance | (3.00%) | (3.00%) | |
Effective income tax rate | 24.00% | 24.00% |
INCOME TAXES (Details) - Sch_3
INCOME TAXES (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Components of Income Tax Expense (Benefit) [Abstract] | ||
Federal | $ 0 | $ 0 |
State and local | 0 | 0 |
Total current tax provision (benefit) | 0 | 0 |
Federal | (342,006) | (211,212) |
State and local | (113,000) | (70,000) |
Total deferred tax provision (benefit) | (455,006) | (281,212) |
Total provision (benefit) | $ (455,006) | $ (281,212) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Building [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
North Syracuse, New York [Member] | Former Chief Financial Officer [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Lease Expiration Date | May 31, 2018 | |
Seattle, WA [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Operating Leases, Rent Expense | $ 0 | $ 15,915 |
Seattle, WA [Member] | Affiliated Entity [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Operating Leases, Rent Expense, Minimum Rentals | $ 3,090 | |
Operating Leases, Rent Expense, Yearly Increase in Minimum Rentals | 3.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Feb. 04, 2016 | Sep. 30, 2019 |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Litigation Settlement, Expense | $ 115,000 | |
Chief Executive Officer [Member] | Employment Contracts [Member] | ||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Employment Agreement, Annual Salary | $ 565,000 | |
Increase in Base Salary Year Over Year, Percentage | 10.00% | |
Employment Agreement, Description | The term of the Meller Employment Agreement is for an additional 7 years through September of 2023 (the “Term”) and shall automatically renew for additional periods of one year unless otherwise terminated in accordance with the employment agreement | |
Other Commitments, Description | The Meller Employment Agreement provides for a severance payment to Mr. Meller of three hundred percent (300%), less $100,000 of his gross income for services rendered to the Company in each of the five prior calendar years should his employment be terminated following a change in control (as defined in the Meller Employment Agreement) |
SALE OF EDI PRACTICE (Details)
SALE OF EDI PRACTICE (Details) - USD ($) | Feb. 28, 2020 | Aug. 26, 2019 |
SALE OF EDI PRACTICE (Details) [Line Items] | ||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 10,350,000 | |
Escrow Deposit | 1,150,000 | |
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 11,500,000 | |
Disposal Group, Including Discontinued Operation, Work Capital Adjustment | $ 162,868 | |
Subsequent Event [Member] | ||
SALE OF EDI PRACTICE (Details) [Line Items] | ||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 575,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) | Aug. 26, 2019USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Group, Including Discontinued Operation, Work Capital Adjustment | $ 162,868 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - Mapadoc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | ||
Accounts receivable | $ 477,808 | |
Unbilled services | 5,854 | |
Prepaid expenses and other current assets | 580 | |
Total current assets | 484,242 | |
Long term assets: | ||
Intangible assets, net | 1,037,295 | |
Total assets | 1,521,537 | |
Current liabilities: | ||
Accrued expenses | 137,713 | |
Deferred revenue | 462,203 | |
Total current liabilities | 599,916 | |
Revenues | $ 3,381,923 | 4,896,494 |
Cost of revenues | 1,387,926 | 1,819,561 |
Gross profit | 1,991,252 | 3,065,554 |
Selling and marketing expenses | 371,061 | 439,748 |
General and administrative expenses | 540,822 | 998,285 |
Depreciation and amortization expenses | 90,844 | 53,658 |
Total selling, general and administrative expenses | 1,002,727 | 1,491,691 |
Income from discontinued operations | 988,525 | 1,573,863 |
Gain from sale of discontinued operations | 10,307,155 | 0 |
Provision for income taxes | (3,033,590) | (389,858) |
Income from discontinued operations | 8,262,090 | 1,184,005 |
Product [Member] | ||
Current liabilities: | ||
Revenues | 445,025 | 874,852 |
Cost of revenues | 2,745 | 11,379 |
Service Net [Member] | ||
Current liabilities: | ||
Revenues | 2,936,898 | 4,021,642 |
Cost of revenues | $ 1,390,671 | $ 1,830,940 |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details) - Calculation of gain on sale | Aug. 26, 2019USD ($) | |
Calculation of gain on sale [Abstract] | ||
Purchase Price | $ 11,662,868 | [1] |
Net Assets at August 26, 2019 | (1,575,547) | |
Net Liabilities at August 26, 2019 | 437,260 | |
Expenses associated with the sale | (217,426) | |
Gain on sale | $ 10,307,155 | |
[1] | Includes $162,868 of working capital adjustment |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 1 Months Ended |
Feb. 29, 2020USD ($) | |
Subsequent Event [Member] | |
SUBSEQUENT EVENTS (Details) [Line Items] | |
Lease Obligation Incurred | $ 485,965 |