Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 27, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | SILVERSUN TECHNOLOGIES, INC. | ||
Trading Symbol | SSNT | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 5,256,177 | ||
Entity Public Float | $ 8,793,622 | ||
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, 2022 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38063 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 16-1633636 | ||
Entity Address, Address Line One | 120 Eagle Rock Ave | ||
Entity Address, City or Town | East Hanover | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07936 | ||
City Area Code | 973 | ||
Local Phone Number | 396-1720 | ||
Title of 12(g) Security | Common Stock, par value $0.00001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 711 | ||
Auditor Name | Marcum llp | ||
Auditor Location | Marlton, New Jersey |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 8,008,633 | $ 6,814,117 |
Accounts receivable, net of allowance of $490,311 and $330,311 | 2,232,960 | 1,926,859 |
Unbilled services | 367,165 | 284,218 |
Deferred charges | 1,516,895 | 0 |
Prepaid expenses and other current assets | 1,573,615 | 1,685,728 |
Total current assets | 13,699,268 | 10,710,922 |
Property and equipment, net | 711,314 | 636,901 |
Operating lease right-of-use assets, net | 328,562 | 964,990 |
Intangible assets, net | 4,265,353 | 3,492,234 |
Goodwill | 1,139,952 | 1,011,952 |
Deferred tax assets, net | 1,106,065 | 990,958 |
Deposits and other assets | 187,553 | 190,805 |
Total assets | 21,438,067 | 17,998,762 |
Current liabilities: | ||
Accounts payable | 3,272,555 | 2,038,025 |
Accrued expenses | 2,432,703 | 1,743,148 |
Accrued interest | 23,757 | 28,784 |
Income taxes payable | 0 | 69,614 |
Long term debt – current portion | 680,146 | 293,696 |
Long term debt – related party - current portion | 103,333 | 108,309 |
Finance lease obligations – current portion | 214,990 | 166,571 |
Operating lease liabilities – current portion | 268,345 | 465,813 |
Deferred revenue | 3,757,090 | 2,475,583 |
Total current liabilities | 10,752,919 | 7,389,543 |
Long term debt net of current portion | 671,014 | 463,602 |
Long term debt - related party - net of current portion | 103,333 | |
Finance lease obligations net of current portion | 401,453 | 186,284 |
Operating lease liabilities net of current portion | 60,217 | 499,177 |
Total liabilities | 11,885,603 | 8,641,939 |
Commitments and Contingencies (see Note 13) | ||
Stockholders’ equity: | ||
Preferred stock, value | ||
Common stock, value | 53 | 52 |
Additional paid-in capital | 10,429,001 | 9,951,142 |
Accumulated deficit | (876,590) | (594,371) |
Total stockholders’ equity | 9,552,464 | 9,356,823 |
Total liabilities and stockholders’ equity | 21,438,067 | 17,998,762 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance (in Dollars) | $ 490,311 | $ 330,311 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, value | 0 | 0 |
Preferred stock, value | 0 | 0 |
Par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Authorized | 75,000,000 | 75,000,000 |
Issued | 5,256,177 | 5,136,177 |
Outstanding | 5,256,177 | 5,136,177 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2 | 2 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | $ 44,985,276 | $ 41,701,380 |
Cost of revenues | 27,024,540 | 24,493,322 |
Gross profit | 17,960,736 | 17,208,058 |
Operating expenses: | ||
Selling and marketing expenses | 7,745,265 | 6,719,909 |
General and administrative expenses | 9,471,625 | 9,402,259 |
Share-based compensation expenses | 180,260 | 441,310 |
Depreciation and amortization expenses | 948,965 | 875,566 |
Total selling, general and administrative expenses | 18,346,115 | 17,439,044 |
Loss from operations | (385,379) | (230,986) |
Other income (expense) | ||
Interest expense, net | (89,024) | (46,802) |
Gain on bargain purchase | 0 | 71,359 |
Gain on sale of product line | 0 | 250,000 |
Total other (expense) income, net | (89,024) | 274,557 |
(Loss) income before taxes | (474,403) | 43,571 |
Benefit (provision) for income taxes | 192,184 | (178,005) |
Net loss | $ (282,219) | $ (134,434) |
Basic and diluted net loss per common share | ||
Basic (in Dollars per share) | $ (0.05) | $ (0.03) |
Diluted (in Dollars per share) | $ (0.05) | $ (0.03) |
Weighted average shares outstanding: | ||
Basic (in Shares) | 5,167,081 | 5,026,420 |
Diluted (in Shares) | 5,167,081 | 5,026,420 |
Product [Member] | ||
Revenues | $ 11,781,362 | $ 7,863,387 |
Cost of revenues | 7,077,804 | 4,575,386 |
Service Net [Member] | ||
Revenues | 33,203,914 | 33,837,993 |
Cost of revenues | $ 19,946,736 | $ 19,917,936 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 46 | $ 7,739,883 | $ (459,937) | $ 7,279,992 |
Balance (in Shares) at Dec. 31, 2020 | 4,501,271 | |||
Cash dividend | (3,081,706) | (3,081,706) | ||
Issuance of common stock from a public offering, net of expenses | $ 4 | 4,180,900 | $ 4,180,904 | |
Issuance of common stock from a public offering, net of expenses (in Shares) | 468,300 | 468,300 | ||
Shares issued in exchange for convertible debt | $ 2 | 670,755 | $ 670,757 | |
Shares issued in exchange for convertible debt (in Shares) | 166,606 | |||
Share-based compensation | 441,310 | 441,310 | ||
Net income (loss) | (134,434) | (134,434) | ||
Balance at Dec. 31, 2021 | $ 52 | 9,951,142 | (594,371) | 9,356,823 |
Balance (in Shares) at Dec. 31, 2021 | 5,136,177 | |||
Stock compensation issued for outside services | $ 1 | 297,599 | 297,600 | |
Stock compensation issued for outside services (in Shares) | 120,000 | |||
Share-based compensation | 180,260 | 180,260 | ||
Net income (loss) | (282,219) | (282,219) | ||
Balance at Dec. 31, 2022 | $ 53 | $ 10,429,001 | $ (876,590) | $ 9,552,464 |
Balance (in Shares) at Dec. 31, 2022 | 5,256,177 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (282,219) | $ (134,434) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Deferred income taxes | (115,107) | 48,126 |
Depreciation and amortization | 386,847 | 346,202 |
Amortization of intangibles | 732,552 | 531,102 |
Amortization of right of use assets | 636,428 | 517,387 |
Bad debt provision (recovery) | 160,000 | (44,689) |
Share-based compensation | 180,260 | 441,310 |
Gain on sale of product line | 0 | (250,000) |
Gain on bargain purchase | 0 | (71,359) |
Changes in assets and liabilities: | ||
Accounts receivable | (466,101) | (301,928) |
Unbilled services | (82,947) | (232,146) |
Deferred charges | (1,219,295) | 0 |
Prepaid expenses and other current assets | (316,130) | (784,908) |
Deposits and other assets | 3,252 | 7,921 |
Accounts payable | 1,234,530 | 162,910 |
Accrued expenses | 689,555 | 412,362 |
Income tax payable | (69,614) | (248,417) |
Accrued interest | (5,027) | 7,578 |
Deferred revenues | 1,207,836 | 336,404 |
Operating lease obligations | (636,428) | (517,387) |
Net cash provided by operating activities | 2,038,392 | 226,034 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (38,742) | (114,761) |
Acquisition of business | 0 | (645,703) |
Acquisition of assets | (150,000) | 0 |
Proceeds from sale of product line | 0 | 250,000 |
Net cash used in investing activities | (188,742) | (510,464) |
Cash flows from financing activities: | ||
Payment of cash dividend | 0 | (3,081,706) |
Proceeds from issuance of stock, net of expenses | 0 | 4,180,904 |
Payment of long-term debt | (316,138) | (213,523) |
Payment of long-term debt – related party | (108,309) | (162,398) |
Payment of long-term convertible debt – related party | 0 | (46,725) |
Payment of finance lease obligations | (230,687) | (173,421) |
Net cash (used in) provided by financing activities | (655,134) | 503,131 |
Net increase in cash | 1,194,516 | 218,701 |
Cash, beginning of year | 6,814,117 | 6,595,416 |
Cash, end of year | 8,008,633 | 6,814,117 |
During the year, cash was paid for the following: | ||
Income taxes | 94,141 | 380,997 |
Interest | $ 40,193 | $ 45,116 |
SUPPLEMENTAL SCHEDULE OF NON-CA
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022: On January 1, 2022, the Company entered into an asset purchase agreement with Dynamic Tech Services, Inc (“DTS”) to acquire certain assets of DTS. The purchase price for the Acquired Assets was $1,335,000, $500,000 of which was paid in cash in December 2021 and $835,000 of which was paid through the issuance of a four-year $835,000 promissory note dated January 1, 2022, paying interest at the rate of 3.25% per annum (see Notes 6 and 10). On January 22, 2022, the Company entered into an agreement to acquire certain assets of NEO3, LLC (“NEO3”). The purchase price for the customer list was $225,000, $150,000 of which was paid in cash and $75,000 of which was paid through the issuance of a three-year $75,000 promissory note dated January 22, 2022, paying interest at the rate of 2% per annum. The Company also assumed $73,672 of prepaid time as part of the consideration for this transaction. On April 15, 2022, the Company incurred approximately $494,383 in financial lease obligations for purchases of equipment. For the Year Ended December 31, 2021: On January 18, 2021, the Company incurred approximately $90,007 in financial lease obligations for purchases of equipment. In February 2021, ISM converted the outstanding balance of the ISM Note in the amount of $479,112 into 119,004 shares of the Company’s common stock. At December 31, 2021 and December 31, 2020, the outstanding balances on the ISM Note were $-0- and $512,487 respectively (see Note 6). In February 2021, Nellnube converted the outstanding balance of the Nellnube Note in the amount of $191,645 into 47,602 shares of the Company’s common stock. At December 31, 2021 and December 31, 2020, the outstanding balances on the Nellnube Note were $-0- and $204,995 respectively (see Note 6). On April 1, 2021, SWK acquired certain assets of CT-Solution, Inc. (“CTS”) pursuant to an asset purchase agreement for a promissory note in the aggregate principal amount of $130,000 (the “CTS Note”). The CTS Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. On May 1, 2021, SWK acquired certain assets of PeopleSense, Inc. (“PSI”) pursuant to an asset purchase agreement for cash of $145,703, customer deposits related to prepaid time from clients in the amount of $99,938, and the issuance of a promissory note in the aggregate principal amount of $450,000 (the “PSI Note”). The PSI Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. The Company entered into an operating lease for equipment with Atmosera, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $90,245. The Company entered into an operating lease for equipment with Cologix USA, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $18,412. On June 18, 2021, the Company incurred approximately $134,097 in financial lease obligations for purchases of equipment. On August 4, 2021, the Company incurred approximately $58,644 in financial lease obligations for purchases of equipment. On November 11, 2021, the Company incurred approximately $62,555 in financial lease obligations for purchases of equipment. |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
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-premises 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 migration 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.” The Company is publicly traded on the NASDAQ Capital Market under the symbol “SSNT”. 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 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, inability of customers to pay outstanding accounts receivable due and owing to the Company as they limit or shut down their businesses, customers seeking relief or extended payment plans relating to accounts receivable due and owing to the Company, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including property and equipment. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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 (“GAAP”). All significant inter-company transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 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. 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. The Company completed its impairment analysis as of December 31, 2022. No impairment losses were identified or recorded for the years ended December 31, 2022 and 2021. Capitalization of proprietary developed software Software development costs are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Classification (“ASC”) ASC 985-20, Software Costs of Software to be Sold, Leased or Marketed Business Combinations We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within general and administrative expenses. 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. 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. No impairment losses were identified and recorded for the years ended December 31, 2022 and 2021, respectively. Revenue Recognition The Company has elected the significant financing component practical expedient in accordance with ASC 606. 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. The Company determines revenue recognition through the following 5 steps: ● Identify the contract with a customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligation in the contract; and ● Recognize revenue when or as the entity satisfies a performance obligation 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 revenues. Components of revenue: For the Year Ended December 31 2022 2021 Professional Consulting $ 13,124,812 $ 13,262,032 Maintenance Revenue 4,993,114 6,483,484 Software Revenue 11,781,362 7,863,387 Ancillary Service Revenue 15,085,988 14,092,477 $ 44,985,276 $ 41,701,380 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, 2022, there was $460,709 in deferred maintenance, $472,266 in deferred support services, and $2,824,115 in deposits for future consulting services. As of December 31, 2021, there was $291,468 in deferred maintenance, $398,382 in deferred support services, and $1,785,733 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. Fair Value of Financial Instruments The Company estimates that the fair value of all financial instruments at December 31, 2022 and December 31, 2021, as defined in ASC 825 “Financial Instruments”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The carrying amounts reported in the consolidated balance sheets as of December 31, 2022 and December 31, 2021 for cash, accounts receivable, and accounts payable approximate the fair value because of the immediate or short-term maturity of these financial instruments. Each reporting period we evaluate market conditions including available interest rates, credit spreads relative to our credit rating and liquidity in estimating the fair value of our debt. After considering such market conditions, we estimate that the fair value of debt approximates its carrying value. Deferred Charges The Company defers expenses until such time that the expense is consumed and charged to expense at that time. Deferred charges represent expenses related to the merger (see Note 15) and will be charged against the proceeds when the merger is consummated. Leases The Company accounts for its leases in accordance with ASC 842, Leases The Company has assessed its contracts and concluded that its leases consist of finance and operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate represents a significant judgment that is based on an analysis of the Company’s credit rating, country risk, treasury and corporate bond yields, as well as comparison to the Company’s borrowing rate on its most recent loan. The Company uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. The Company finances purchases of hardware and computer equipment through finance lease agreements. Finance lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Concentrations The Company maintains its cash with various institutions, which exceed federally insured limits throughout the year. At December 31, 2022, the Company had cash on deposit of approximately $7,050,862 in excess of the federally insured limits of $250,000. No one customer represented more than 10% of the total accounts receivable and unbilled services for the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 and 2021, the top ten customers accounted for 7% ($3,147,258) and 9% ($3,644,319), respectively, of total revenues. The Company does not rely on any one specific customer for any significant portion of its revenue base . For the years ended December 31, 2022 and 2021, purchases from one supplier through a “channel partner” agreement were approximately 15% and 13%, 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 year ended December 31, 2022, one supplier represented approximately 28% of total accounts payable. For the year ended December 31, 2021 one supplier represented approximately 24% of accounts payable. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash. As of December 31, 2022, 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 several 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 The Company accounts for income taxes using the asset and liability method described in ASC 740, 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, Classification of Deferred Taxes The Company accounts for uncertainties in income taxes under ASC 740-10-50 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. The Company has federal net operating loss (“NOL”) carryforwards which are subject to limitations under Section 382 of the Internal Revenue Code. The Company files income tax returns in the U.S. federal and state jurisdictions. Tax years 2019 to 2022 remain open to examination for both the U.S. federal and state jurisdictions. Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. There were no liabilities for uncertain tax positions at December 31, 2022 and 2021. During the years ended December 31, 2022 and 2021 the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts were accrued as of December 31, 2022 and 2021. Fair Value Measurement FASB ASC 820, Fair Value Measurements 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 leases 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 Notes 5 and 10. 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 August 2020, the FASB issued ASU 2020-06 , Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40) In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements. |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 3 NET LOSS 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 loss per common share is based on net loss, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding options and warrants to the extent they are dilutive. For the years ended December 31, 2022 and 2021 since the Company had net losses, the effect of common stock equivalents is anti-dilutive, and, as such, common stock equivalents have been excluded from the calculation. Year Ended December 31, 2022 Year Ended December 31, 2021 Basic net loss per share computation: Net loss $ (282,219 ) $ (134,434 ) Weighted-average common shares outstanding 5,167,081 5,026,420 Basic net loss per share $ (0.05 ) $ (0.03 ) Diluted net loss per share computation: Net loss per above $ (282,219 ) $ (134,434 ) Weighted-average common shares outstanding 5,167,081 5,026,420 Incremental shares for convertible promissory note, warrants and stock options - - Total adjusted weighted-average shares 5,167,081 5,026,420 Diluted net loss per share $ (0.05 ) $ (0.03 ) The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share. Year Ended December 31, 2022 Year Ended December 31, 2021 Stock options 158,420 165,620 Warrants - 4,988 Total potential dilutive securities not included in loss per share 158,420 170,608 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 Leasehold improvements $ 165,701 $ 165,701 Equipment, furniture, and fixtures 3,821,575 3,360,315 3,987,276 3,526,016 Less: accumulated depreciation and amortization (3,275,962 ) (2,889,115 ) Property and equipment, net $ 711,314 $ 636,901 Depreciation and amortization expense related to these assets for the years ended December 31, 2022 and 2021 was $386,847 and $346,202. Property and equipment under finance leases (included in Note 7) are summarized as follows: December 31, 2022 December 31, 2021 Equipment, furniture, and fixtures $ 1,256,092 $ 833,574 Less: accumulated amortization (716,743 ) (495,468 ) Property and equipment, net $ 539,349 $ 338,106 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
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. On January 1, 2022 (“Effective Date”), the Company entered into an asset purchase agreement with Dynamic Tech Services, Inc (“DTS”) to acquire certain assets of DTS. The purchase price for the Acquired Assets was $1,335,000, $500,000 of which was paid in cash and $835,000 of which was paid through the issuance of a four-year $835,000 promissory note dated January 1, 2022, paying interest at the rate of 3.25% per annum (see Note 10). On January 19, 2022, SWK acquired the customer list of NEO3, LLC (“NEO3”) pursuant to an Asset Purchase Agreement for the customer list for $150,000 cash and the issuance of a promissory note in the aggregate principal amount of $75,000 (the “NEO3 Note”). The NEO3 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 $2,148. The purchase price has been recorded as an intangible asset with an estimated life of seven years. The components of intangible assets are as follows: December 31, 2022 December 31, 2021 Estimated Useful Lives Proprietary developed software $ 390,082 $ 390,082 5 –7 Intellectual property, customer list, and acquired contracts 7,743,283 6,237,612 5 –15 Total intangible assets $ 8,133,365 $ 6,627,694 Less: accumulated amortization (3,868,012 ) (3,135,460 ) $ 4,265,353 $ 3,492,234 Amortization expense related to the above intangible assets was $732,552 and $531,102, respectively, the years ended December 31, 2022 and 2021. There was no impairment of intangible assets for the years ended December 31, 2022 and 2021, respectively. The Company expects future amortization expense to be the following: Amortization 2023 $ 647,844 2024 647,844 2025 644,367 2026 633,165 2027 619,516 thereafter 1,072,617 Total $ 4,265,353 The following table provides a summary of the changes in goodwill for the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Goodwill, at beginning of year $ 1,011,952 $ 1,011,952 Goodwill additions 128,000 - Goodwill deductions - - Goodwill, at end of year $ 1,139,952 $ 1,011,952 |
LONG-TERM AND RELATED PARTY DEB
LONG-TERM AND RELATED PARTY DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Line Of Credit And Term Loan Abstract | |
Line of Credit and Term Loan [Text Block] | NOTE 6 LONG-TERM AND RELATED PARTY DEBT 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 whereby 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”). In February 2021, ISM converted the outstanding balance of the ISM Note in the amount of $479,112 into 119,004 shares of the Company’s common stock. At December 31, 2022 and December 31, 2021, the outstanding balances on the ISM Note were $-0- and $-0-, 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 whereby the holder may, at its sole and exclusive option, elect to convert, at any time and from time to time, 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 (the “Fixed Conversion Price”). In February 2021, Nellnube converted the outstanding balance of the Nellnube Note loan in the amount of $191,645 into 47,602 shares of the Company’s common stock. At December 31, 2022 and December 31, 2021, the outstanding balances on the Nellnube Note were $-0- and $-0-, 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, 2022 and December 31, 2021, the outstanding balances of the loan were $-0- and $4,975, respectively. On July 31, 2020, the Company acquired certain assets of Prairie Technology Solutions Group, LLC (“Prairie Tech”) pursuant to an Asset Purchase Agreement. In consideration for the acquired assets, the Company paid $185,000 in cash and issued three promissory notes to Prairie Tech (“Prairie Tech Note 1”, “Prairie Tech Note 2” and “Prairie Tech Note 3”), each in the principal aggregate amount of $103,333 (collectively the “Prairie Tech Notes”). The Prairie Tech Notes bear interest at a rate of 4% per annum. Prairie Tech Note 1 has a term of one (1) year and is subject to downward adjustment based on whether certain revenue milestones are achieved. In July 2021, the Company waived its rights to any downward adjustments on these notes, and agreed to pay the full face amount, plus interest, on those notes on the date of maturity. Prairie Tech Note 2 has a term of two (2) years and is also subject to downward adjustment based on whether certain revenue milestones are achieved. Prairie Tech Note 3 has a term of three (3) years and is not subject to a downward adjustment. On July 31, 2021, the Company paid Note 1 and accrued interest in the amount of $107,543. On August 4, 2022, the Company paid Note 2 and accrued interest in the amount of $111,924. At December 31, 2022 and December 31, 2021, the outstanding balances on the PT Notes were $103,333 and $206,667, respectively. On October 1, 2020, SWK acquired certain assets of Computer Management Services, LLC, (“CMS”) pursuant to an Asset Purchase Agreement for cash of $410, clients’ deposits related to technical support in the amount of $50,115, prepaid time from clients in the amount of $67,073, and the issuance of a promissory note in the aggregate principal amount of $170,000 (the “CMS Note”) for a total of $287,598. The CMS 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 $4,869. At December 31, 2022 and December 31, 2021, the outstanding balances on the CMS Note were $48,249 and $105,097, respectively. On December 1, 2020, SWK acquired certain assets of Business Software Solutions (“BSS”) pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $230,000 (the “BSS Note”). The BSS Note is due in 60 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. Monthly payments including interest are $4,031. At December 31, 2022 and December 31, 2021, the outstanding balances on the BSS Note were $140,748 and $185,820, respectively. On April 1, 2021, SWK acquired certain assets of CT-Solution, Inc. (“CTS”) pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $130,000 (the “CTS Note”). The CTS 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 $3,724. At December 31,2022 and December 31, 2021, the outstanding balances on the CTS Note were $58,741 and $101,781, respectively. On May 1, 2021, SWK acquired certain assets of PeopleSense, Inc. (“PSI”) pursuant to an Asset Purchase Agreement for cash of $145,703, customer deposits related to prepaid time from clients in the amount of $99,938, and the issuance of a promissory note in the aggregate principal amount of $450,000 (the “PSI Note”). The PSI 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 $12,889. At December 31, 2022 and December 31, 2021, the outstanding balances on the PSI Note were $215,863 and $364,600, respectively. On January 1, 2022, SWK acquired certain assets of Dynamic Tech Services, Inc. (“DTSI”) pursuant to an Asset Purchase Agreement for $500,000 cash and the issuance of a promissory note in the aggregate principal amount of $835,000 (the “DTSI Note”). The DTSI Note bears interest at a rate of three and one-quarter percent (3.25%) per annum. The principal amount of the Note is subject to a downward adjustment in the event the Company loses any subscription renewal revenue during the one-year period immediately following the Effective Date from any persons that were customers of DTS immediately prior to the Effective Date (the “DTS Customers”). Any such downward adjustment will be determined by calculating the percentage of loss of Acumatica subscription renewals during the one-year period immediately following the Effective Date from DTS Customers. In the event that subscription renewal revenue received from DTS Customers during the one-year period immediately following the Effective Date is less than 95% of the subscription renewal revenue received by DTS from DTS Customers during the one-year period immediately preceding the Effective Date, the principal amount of the Note will be reduced. The measuring period for any downward adjustment will be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances will the principal amount of the Note be reduced by reason of such downward adjustment by more than $150,000 ( i.e. The Note will be amortized as follows: The first payment of principal and interest due under the Note, which will be an annual payment, is due and payable on January 1, 2023, after the revised principal amount of the Buyer Note is determined and thereafter, payments will be made quarterly in twelve equal installments. At December 31, 2022, the outstanding balance on the DTSI Note was $835,000 (see Note 10). On January 19, 2022, SWK acquired the customer list of NEO3, LLC (“NEO3”) pursuant to an Asset Purchase Agreement for the customer list for $150,000 cash and the issuance of a promissory note in the aggregate principal amount of $75,000 (the “NEO3 Note”). The NEO3 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 $2,148. At December 31, 2022 the outstanding balance on the NEO3 Note was $52,559. At December 31, 2022 and December 31, 2021, certain long-term debt is considered a related party liability as holders, including Prairie Tech and PIT, are current employees of the Company. As of December 31, 2022 and December 31, 2021, the outstanding balances of this debt were $103,333 and $211,642, respectively. Total long-term debt balances at December 31, 2022 and 2021 were $1,454,493 and $968,940, respectively, of which $783,479 and $402,005 was classified as current portion at December 31, 2022 and 2021, respectively. At December 31, 2022, future payments of promissory notes are as follows over each of the next four fiscal years: 2023 $ 783,479 2024 360,093 2025 258,738 2026 52,183 Total $ 1,454,493 |
FINANCE LEASE OBLIGATIONS
FINANCE LEASE OBLIGATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Lessee, Finance Leases [Text Block] | NOTE 7 FINANCE 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, 2022 December 31, 2021 Weighted average remaining lease terms 3.44 2.10 Weighted average interest rates 7.31 % 7.9 % At December 31, 2022, future payments under finance leases are as follows: 2023 $ 252,977 2024 177,214 2025 115,608 2026 115,608 2027 48,170 Total minimum lease payments 709,577 Less amounts representing interest (93,134 ) Present value of net minimum lease payments 616,443 Less current portion (214,990 ) Long-term capital lease obligation $ 401,453 |
OPERATING LEASE LIABILITY
OPERATING LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | NOTE 8 OPERATING LEASE LIABILITIES The Company leases space in four different locations and also has an equipment lease rental with monthly payments ranging from $3,022 to $10,279 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's weighted average remaining lease term and weighted average discount rate for operating leases as of December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Weighted average remaining lease term 1.19 2.46 Weighted average discount rate 4.77 % 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, 2022: 2023 $ 277,881 2024 60,735 Total undiscounted future minimum lease payments 338,616 Less: Difference between undiscounted lease payments and discounted lease liabilities (10,054 ) Total operating lease liabilities $ 328,562 Less current portion (268,345 ) Long-term operating lease liabilities $ 60,217 Total rent expense under operating leases for the year ended December 31, 2022 was $387,228 as compared to $616,849 for the year ended December 31, 2021. Rent expense paid with cash was $395,003 for the year ended December 31, 2022, as compared to $628,657 for the year ended December 31, 2021. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 EQUITY Common Stock At-The-Market Sales Program On October 1, 2020, the Company entered into an At Market Issuance Sales Agreement (the “2020 At Market Agreement”) with a H.C. Wainwright &Co. (the “Sales Agent”) under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $3,489,499 from time to time through the Sales Agent. Sales of the Company’s common stock through the Sales Agent, if any, will be made by any method that is deemed an “at the market” offering as defined by the U.S. Securities and Exchange Commission. The Company will pay to the Sales Agent a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock sold through the Sales Agent under the 2020 At Market Agreement. Shares of common stock sold under the 2020 At Market Agreement were made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-249238), filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2020, as amended, and declared effective on October 23, 2020 (the “2020 Registration Statement”), and the prospectus included in the 2020 Registration Statement. In February 2021, 393,300 shares of Common Stock were issued and sold generating $3,382,352, excluding legal expenses. No shares remain eligible for sale under the 2020 At Market Agreement. In April 2021, the Company entered into an At Market Issuance Sales Agreement (the “2021 At Market Agreement”) with the Sales Agent under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $3,308,842 from time to time through the Sales Agent. Sales of the Company’s common stock through the Sales Agent, if any, will be made by any method that is deemed an “at the market” offering as defined by the SEC. The Company will pay to the Sales Agent a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock sold through the Sales Agent under the 2021 At Market Agreement. Shares of common stock sold under the 2021 At Market Agreement are made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-249238), filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2020, as amended, and declared effective on October 23, 2020 (the “2020 Registration Statement”), the prospectus included in the 2020 Registration Statement and the related prospectus supplement dated February 26, 2021. In June 2021, 65,452 shares of Common Stock were issued and sold generating $722,116, excluding legal expenses. In July 2021, an additional 9,548 shares of Common Stock were issued and sold generating $76,436, net of legal expenses. For the year ended December 31, 2022, the Company issued no shares under the 2021 At Market Agreement. For the year ended December 31, 2021, the company issued and sold a total of 468,300 shares generating $4,180,904, net of legal expenses. Stock Repurchase Program 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. On November 5, 2021, the Board of Directors voted to increase the authorized amount of the buyback from $2 million to $5 million. As of December 31, 2022, no repurchases have been made. Issuance of Common Stock On September 29, 2022, the Company approved 120,000 shares of common stock in exchange for services. The market value of these shares was $297,600. Dividends On June 21, 2021, the Company announced the payment of a $0.60 special cash dividend per share of Common Stock to shareholders of record July 9, 2021. The dividend was paid on July 16, 2021 in the amount of $3,081,706. Conversion of Convertible Debt In February 2021, ISM converted the outstanding balance of the loan in the amount of $479,112 into 119,004 shares of the Company’s common stock (see Note 6). In February 2021, Nellnube converted the outstanding balance of the loan in the amount of $191,645 into 47,602 shares of the Company’s common stock (see Note 6). Stock Options The Company adopted the 2019 Equity and Incentive Plan (the “2019 Plan”) to order provide long-term incentives for employees and non-employees to contribute to the growth of the Company and attain specific performance goals. The fair value of each option awarded is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of Common Stock. The expected life of the options granted represents the period from date of grant to expiration (5 years). The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant. There were no stock options granted for the year ended December 31, 2022. On March 29, 2021, 99,990 stock options were granted with an exercise price of $6.53 per option and have a five-year term with a two Date of Grant Dividend Yield Risk-free Interest Rate Volatility Life March 21, 2021 0.00 % 0.89 % 101.36 % 5 years October 14, 2021 0.00 % 1.05 % 91.51 % 5 years A summary of the status of the Company’s stock option plans for the fiscal years ended December 31, 2022 and 2021 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, 2021 - $ - - $ -0- Options granted 171,620 6,268 Options canceled/forfeited (6,000 ) $ 6,530 Outstanding options at December 31, 2021 165,620 $ 6.256 4.48 years $ -0- Options granted - - Options canceled/forfeited (7,200 ) $ 6.530 Outstanding options at December 31, 2022 158,420 $ 6.245 3.49 years $ -0- Vested Options: December 31, 2022: 115,025 $ 6.138 3.49 years $ -0- December 31, 2021: 71,630 $ 5.900 4.79 years $ -0- Total stock compensation recognized for the year ended December 31, 2022 and 2021 was $180,260 and $441,310, respectively As of December 31, 2022 and 2021, the unamortized compensation expense for stock options was $41,437 and $228,726, respectively. The remaining amount will be recognized over the next 0.25 years. As of December 31, 2022, there were 1,056,670 shares available for issuance under the Plan. Warrants As of December 31, 2021, the Company had outstanding warrants outstanding to purchase 4,988 shares of the Company’s common stock at an exercise price of $4.01 per share. These warrants expired in March 2022. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 10 BUSINESS COMBINATIONS On April 1, 2021, SWK acquired certain assets of CT-Solution, Inc. (“CTS”) pursuant to an asset purchase agreement for a promissory note in the aggregate principal amount of $130,000 (the “CTS Note”). The CTS 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 $3,724. The purchase price has been allocated to customer list with an estimated life of seven years. On May 1, 2021, SWK acquired certain assets of PeopleSense, Inc. (“PSI”) pursuant to an asset purchase agreement for cash of $145,703, customer deposits related to prepaid time from clients in the amount of $99,938, and the issuance of a promissory note in the aggregate principal amount of $450,000 (the “PSI Note”). The PSI Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. The allocation of the purchase price to customer list with an estimated life of seven years which is deductible for tax purposes, has been based on an independent valuation. The valuation showed an increase of $71,359 above the purchase price, which was recorded as a gain on bargain purchase in the consolidated statement of operations as the independent valuation exceeded the purchase price. On January 1, 2022 (“Effective Date”), the Company entered into an asset purchase agreement with Dynamic Tech Services, Inc (DTS”) to acquire certain assets of DTS. The purchase price for the Acquired Assets was $1,335,000, $500,000 of which was paid in cash and $835,000 of which was paid through the issuance of a four-year $835,000 promissory note dated January 1, 2022, paying interest at the rate of 3.25% per annum. The principal amount of the Note is subject to a downward adjustment in the event the Company loses any subscription renewal revenue during the one-year period immediately following the Effective Date from any persons that were customers of DTS immediately prior to the Effective Date (the “DTS Customers”). Any such downward adjustment will be determined by calculating the percentage of loss of Acumatica subscription renewals during the one-year period immediately following the Effective Date from DTS Customers. In the event that subscription renewal revenue received from DTS Customers during the one-year period immediately following the Effective Date is less than 95% of the subscription renewal revenue received by DTS from DTS Customers during the one-year period immediately preceding the Effective Date, the principal amount of the Note will be reduced. The measuring period for any downward adjustment will be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances will the principal amount of the Note be reduced by reason of such downward adjustment by more than $150,000 ( i.e. 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: 2021 Purchase CTS 2021 Purchase PSI 2022 Purchase DTS Cash consideration $ - $ 145,703 $ 500,000 Note payable 130,000 450,000 835,000 Total purchase price $ 130,000 $ 595,703 $ 1,335,000 Customer list $ 130,000 $ 695,641 $ 1,207,000 Goodwill - - 128,000 Total assets acquired 130,000 695,641 1,335,000 Deferred revenue - (99,938 ) - Net assets acquired $ 130,000 $ 595,703 $ 1,335,000 The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisitions of CT-Solution, Inc. (“CTS”), acquired April 1, 2021, PeopleSense, Inc. (“PSI), acquired May 1, 2021, and DTS, acquired January 1, 2022 occurred on January 1, 2021, 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, 2021 as if the acquisitions occurred on January 1, 2021. For the year ended December 31 2021, operating expenses have been increased for the amortization expense of expected definite lived intangible assets and interest on the notes payable. Pro Forma Year Ended December 31, 2021 Net revenues $ 43,888,590 Cost of revenues 25,730,512 Operating expenses, amortization and interest 18,054,700 Other income (321,359 ) Income before taxes 424,737 Net income $ 140,006 Basic and diluted income per common share $ 0.03 The Company’s consolidated financial statements for the year ended December 31, 2022 include the actual results of CTS, PSI and DTS, and as such, pro forma results are not required. For the year ended December 31, 2021, there is $4,644 of estimated amortization expense and $606 of estimated interest expense included in the pro-forma results for CTS, $33,126 of estimated amortization expense and $2,797 of estimated interest expense included in the pro-forma results for PSI, and $190,714 of estimated amortization expense and $27,138 of estimated interest expense included in the pro-forma results for DTS. For the year ended December 31, 2022, the CTI, PSI and DTS operations had a net income before taxes of $420,370 which represented twelve months of operations for CTI, PSI and DTS that were included in the Company’s Consolidated Statement of Operations for the year ended December 31, 2022. This consisted of approximately $2,626,038 in revenues, $1,481,276 in cost of revenues and $724,392 in expenses. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
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 $5,400,000 as of December 31, 2022, 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 2025 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, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 1,238,000 $ 1,314,000 Long lived assets 206,000 101,000 Share based payments 5,000 5,000 Accrued expenses 102,000 77,000 Allowance for doubtful accounts 122,000 95,000 Other 35,000 16,000 Deferred tax asset 1,708,000 1,608,000 Deferred tax liabilities: Long lived assets (185,000 ) (197,000 ) Deferred tax liabilities (185,000 ) (197,000 ) Net deferred tax asset 1,523,000 1,411,000 Less: Valuation allowance (417,000 ) (420,000 ) Net deferred tax asset $ 1,106,000 $ 991,000 For the year ended December 31, 2022, the Company recorded a tax benefit in the amount of $192,184 based on the estimated tax rate. The Federal effective rate is higher than the statutory rate primarily due to Incentive Stock Options (ISO), which are not tax deductible. For the year ended December 31, 2021, 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), gain on bargain purchase, 50% of meals, and 100% entertainment expense which are not tax deductible. The total tax provision for the year ended December 31, 2021 was $178,005. A reconciliation of the statutory income tax rate to the effective rate is as follows for the period December 31, 2022 and 2021: December 31, December 31, 2022 2021 Federal income tax rate 21 % 21 % State income tax, net of federal benefit (3 %) 61 % Permanent items (8 %) 218 % Gain on bargain purchase - (34 %) Return to provision for prior year 30 % 135 % Change in valuation allowance 1 % 6 % Effective income tax rate 41 % 407 % Income tax provision from continuing operations: Year Ended December 31, December 31, 2022 2021 Current: Federal $ (105,826 ) $ 92,334 State and local 22,410 37,545 Total current tax (benefit) provision (83,416 ) 129,879 Deferred: Federal (78,677 ) 51,207 State and local (30,091 ) (3,081 ) Total deferred tax (benefit) provision (108,768 ) 48,126 Total (benefit) provision $ (192,184 ) 178,005 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 12 RELATED PARTY TRANSACTIONS At December 31, 2022 and December 31, 2021, certain long-term debt is considered a related party liability as holders, including Prairie Tech and PIT, are current employees of the Company. As of December 31, 2022 and December 31, 2021, the outstanding balances of this debt were $103,333 and $211,642, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 13 COMMITMENTS AND CONTINGENCIES Contingencies 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). On November 5, 2021, the Company’s Board of Directors approved a five-year extension through September of 2028 of the employment agreement with Mark Meller, the Company’s Chief Executive Officer and President under the same terms and conditions. |
SALE OF PRODUCT LINE
SALE OF PRODUCT LINE | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 14 SALE OF PRODUCT LINE On November 10, 2021, SWK entered into an Asset Purchase Agreement with Net Work, Inc. (“NAW”) pursuant to which NAW acquired from SWK certain assets related to the component of SWK’s business devoted to selling and supporting the Sage X3 software application published by Sage Software, Inc. for small and middle market companies in North America. In consideration for the assets, NAW paid SWK $250,000 in cash and entered into a Revenue Share Agreement (“RSA”) with SWK. Pursuant to the RSA, NAW agreed to pay to SWK, for limited periods of time ranging from 12 to 60 months, transitional compensation measured by reference to gross revenues or gross profits (as applicable) generated by NAW from its sales of products or services after the Effective Date to customers of the Business. In consideration for such transitional compensation, SWK agreed to assist NAW for a period of time after the Effective Date with such transitional services as may be reasonably requested by NAW and reasonably acceptable to SWK or otherwise required for the operation of the Business, including (a) implementing a smooth and orderly transfer of the Business and the Acquired Assets from SWK to NAW, (b) making introductions to customers of the Business as and when requested by NAW, (c) familiarizing NAW with the files of each of the customers as may be reasonably required, and (d) acclimating NAW to the Business. The specific products and services giving rise to transitional compensation payments under the RSA include (i) annual maintenance renewals by customers, (ii) software, cross-sell software and migration software sales to customers, (iii) consulting services performed for customers, (iv) annual managed services contracts sold to customers, (v) hosting contracts sold to customers, (vi) e-commerce projects sold to customers, and (vii) new customer referrals. |
MERGER
MERGER | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 15 MERGER On September 29, 2022, the Company entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Rhodium Enterprises, Inc. (“Rhodium”), an industrial-scale digital asset technology company utilizing proprietary technologies to mine bitcoin. Under the terms of the Merger Agreement, which has been unanimously approved by the Boards of Directors of both SilverSun and Rhodium, upon the consummation of the business combination, the Company will receive $10 million in cash and will retain 3.2% equity in SilverSun upon consummation of the merger. Each holder of an outstanding share of SilverSun common stock will receive: ● A cash dividend of at least $1.50 per share, which equates to approximately $8.5 million in the aggregate; ● A stock dividend of one share of SilverSun Technologies Holdings, Inc. ("HoldCo"), a recently formed subsidiary of SilverSun. HoldCo's sole assets are its 100% ownership of SWK and SCS (together the "Subsidiaries"), which Subsidiaries accounted for the large majority of SilverSun's revenue in 2022. It is expected that the capital structure of HoldCo will roughly approximate the current capital structure of SilverSun; ● Following the consummation of the business combination, the business of the Subsidiaries will continue to be operated consistent with past practices. The current management and Board of Directors of SilverSun, including Mark Meller, the Chief Executive Officer of both SilverSun and SWK, will continue in their current roles at both HoldCo and the Subsidiaries. HoldCo will apply for public listing and the shares distributed in the stock dividend will be registered pursuant to a Form 10 that will be filed by HoldCo with the SEC (subject to regulatory and exchange regulations and approvals); and ● The shares of SilverSun's common stock to be retained by the current SilverSun stockholders following the consummation of the business combination will collectively represent approximately 3.2% of SilverSun's pro forma common equity ownership. The proposed Mergers are expected to close in March or April of 2023, subject to the receipt of any applicable regulatory approvals, the approval of SilverSun's and Rhodium's respective stockholders, and other customary closing conditions. Prior to the Mergers, SilverSun will hold a special meeting of its shareholders as of a pre-Merger record date to be determined (the “Special Meeting”). At the Special Meeting, the SilverSun stockholders will be asked to vote on the proposals set forth in the Form S-4 Registration Statement of SilverSun (the “Form S-4”) filed on October 19, 2022, as amended on January 9, 2023 and February 14, 2023 and as may be further amended in the future. These proposals include, but are not limited to, approval of (i) the Mergers; (ii) the Amended and Restated Certificate of Incorporation (and the matters covered thereby including the Reverse Stock Split); (iii) the Separation and Distribution Agreement; (iv) the SilverSun Technologies, Inc. 2023 Omnibus Incentive Plan; (v) the share issuances related to the Mergers requiring Nasdaq approval; and (vi) the post-Merger board nominees. These proposals are set forth in greater detail in the Form S-4. The Mergers are conditioned upon the approval of the Merger Proposal, subject to terms of the Merger Agreement. If the Merger Proposal is not approved, the other proposals (except the adjournment proposal, as described in the S-4 ) will not be presented to the shareholders for a vote. Similarly, approval of the Merger proposal is subject to the approval of the Amended and Restated Certificate of Incorporation proposal, the Separation and Distribution The Merger Agreement may be terminated, whether before or after obtaining the requisite vote of SilverSun shareholders, by mutual written consent of SilverSun and Rhodium. The Merger Agreement may be terminated, and the transactions abandoned, by either SilverSun or Rhodium at any time before the effective time of the , by written notice from one to the other if (i) the Closing has not occurred on or before March 31, 2023 or such later date mutually agreed to by SilverSun and Rhodium (the “Termination Date”), except that the right to terminate the Merger Agreement for this reason is not available to any party who is then in material breach of the Merger Agreement; The Merger Agreement may be terminated, and the transactions abandoned, by SilverSun at any time before the First Effective Time, if If the Merger Agreement is validly terminated pursuant to the termination section of the Merger Agreement, except as provided below, it shall become void and of no further force and effect, with no liability (except as provided below) on the part of any party (or any stockholder, affiliate or representative of such party), except SilverSun shall pay, or cause to be paid, to Rhodium (or its designee(s)) by wire transfer of Rhodium shall pay, or cause to be paid, to SilverSun (or its designee(s)) by wire transfer of immediately available funds an amount equal to $5,000,000, if the Merger Agreement is terminated by SilverSun pursuant to the unilateral termination provisions in favor of SilverSun described above. SilverSun Technologies Holdings, Inc. filed its Form 10 with the SEC on December 23, 2022. The Form 10 was withdrawn on February 21, 2023 because the financial statements contained therein were stale. SilverSun Technologies Holdings, Inc. intends to refile a Form 10 containing updated financial statements on or about early March 2023 and expects to be able to request accelerated effectiveness of the Form 10 at its discretion. On February 14, 2023, the Company filed Amendment 2 to Form S-4 Registration Statement with the SEC. See business section of the Form 10-K for additional information. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 (“GAAP”). All significant inter-company transactions and accounts have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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. |
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. The Company completed its impairment analysis as of December 31, 2022. No impairment losses were identified or recorded for the years ended December 31, 2022 and 2021. |
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 the Financial Accounting Standards Board (“FASB”) Accounting Standards Classification (“ASC”) ASC 985-20, Software Costs of Software to be Sold, Leased or Marketed |
Business Combinations Policy [Policy Text Block] | Business Combinations We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within general and administrative expenses. |
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. |
Revenue [Policy Text Block] | Revenue Recognition The Company has elected the significant financing component practical expedient in accordance with ASC 606. 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. The Company determines revenue recognition through the following 5 steps: ● Identify the contract with a customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligation in the contract; and ● Recognize revenue when or as the entity satisfies a performance obligation 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 revenues. Components of revenue: For the Year Ended December 31 2022 2021 Professional Consulting $ 13,124,812 $ 13,262,032 Maintenance Revenue 4,993,114 6,483,484 Software Revenue 11,781,362 7,863,387 Ancillary Service Revenue 15,085,988 14,092,477 $ 44,985,276 $ 41,701,380 |
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, 2022, there was $460,709 in deferred maintenance, $472,266 in deferred support services, and $2,824,115 in deposits for future consulting services. As of December 31, 2021, there was $291,468 in deferred maintenance, $398,382 in deferred support services, and $1,785,733 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. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company estimates that the fair value of all financial instruments at December 31, 2022 and December 31, 2021, as defined in ASC 825 “Financial Instruments”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The carrying amounts reported in the consolidated balance sheets as of December 31, 2022 and December 31, 2021 for cash, accounts receivable, and accounts payable approximate the fair value because of the immediate or short-term maturity of these financial instruments. Each reporting period we evaluate market conditions including available interest rates, credit spreads relative to our credit rating and liquidity in estimating the fair value of our debt. After considering such market conditions, we estimate that the fair value of debt approximates its carrying value. |
Deferred Charges, Policy [Policy Text Block] | Deferred Charges |
Lessee, Leases [Policy Text Block] | Leases The Company accounts for its leases in accordance with ASC 842, Leases The Company has assessed its contracts and concluded that its leases consist of finance and operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate represents a significant judgment that is based on an analysis of the Company’s credit rating, country risk, treasury and corporate bond yields, as well as comparison to the Company’s borrowing rate on its most recent loan. The Company uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. The Company finances purchases of hardware and computer equipment through finance lease agreements. Finance lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. |
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, 2022, the Company had cash on deposit of approximately $7,050,862 in excess of the federally insured limits of $250,000. No one customer represented more than 10% of the total accounts receivable and unbilled services for the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 and 2021, the top ten customers accounted for 7% ($3,147,258) and 9% ($3,644,319), respectively, of total revenues. The Company does not rely on any one specific customer for any significant portion of its revenue base . For the years ended December 31, 2022 and 2021, purchases from one supplier through a “channel partner” agreement were approximately 15% and 13%, 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 year ended December 31, 2022, one supplier represented approximately 28% of total accounts payable. For the year ended December 31, 2021 one supplier represented approximately 24% of accounts payable. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash. As of December 31, 2022, 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 several 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 The Company accounts for income taxes using the asset and liability method described in ASC 740, 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, Classification of Deferred Taxes The Company accounts for uncertainties in income taxes under ASC 740-10-50 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. The Company has federal net operating loss (“NOL”) carryforwards which are subject to limitations under Section 382 of the Internal Revenue Code. The Company files income tax returns in the U.S. federal and state jurisdictions. Tax years 2019 to 2022 remain open to examination for both the U.S. federal and state jurisdictions. Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. There were no liabilities for uncertain tax positions at December 31, 2022 and 2021. During the years ended December 31, 2022 and 2021 the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts were accrued as of December 31, 2022 and 2021. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurement FASB ASC 820, Fair Value Measurements 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 leases 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 Notes 5 and 10. |
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 August 2020, the FASB issued ASU 2020-06 , Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40) In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments 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, 2022 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Components of revenue: For the Year Ended December 31 2022 2021 Professional Consulting $ 13,124,812 $ 13,262,032 Maintenance Revenue 4,993,114 6,483,484 Software Revenue 11,781,362 7,863,387 Ancillary Service Revenue 15,085,988 14,092,477 $ 44,985,276 $ 41,701,380 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 loss per common share is based on net loss, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding options and warrants to the extent they are dilutive. For the years ended December 31, 2022 and 2021 since the Company had net losses, the effect of common stock equivalents is anti-dilutive, and, as such, common stock equivalents have been excluded from the calculation. Year Ended December 31, 2022 Year Ended December 31, 2021 Basic net loss per share computation: Net loss $ (282,219 ) $ (134,434 ) Weighted-average common shares outstanding 5,167,081 5,026,420 Basic net loss per share $ (0.05 ) $ (0.03 ) Diluted net loss per share computation: Net loss per above $ (282,219 ) $ (134,434 ) Weighted-average common shares outstanding 5,167,081 5,026,420 Incremental shares for convertible promissory note, warrants and stock options - - Total adjusted weighted-average shares 5,167,081 5,026,420 Diluted net loss per share $ (0.05 ) $ (0.03 ) |
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, 2022 Year Ended December 31, 2021 Stock options 158,420 165,620 Warrants - 4,988 Total potential dilutive securities not included in loss per share 158,420 170,608 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment is summarized as follows: December 31, 2022 December 31, 2021 Leasehold improvements $ 165,701 $ 165,701 Equipment, furniture, and fixtures 3,821,575 3,360,315 3,987,276 3,526,016 Less: accumulated depreciation and amortization (3,275,962 ) (2,889,115 ) Property and equipment, net $ 711,314 $ 636,901 |
Assets Held under Capital Leases [Member] | |
PROPERTY AND EQUIPMENT (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment under finance leases (included in Note 7) are summarized as follows: December 31, 2022 December 31, 2021 Equipment, furniture, and fixtures $ 1,256,092 $ 833,574 Less: accumulated amortization (716,743 ) (495,468 ) Property and equipment, net $ 539,349 $ 338,106 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 Estimated Useful Lives Proprietary developed software $ 390,082 $ 390,082 5 –7 Intellectual property, customer list, and acquired contracts 7,743,283 6,237,612 5 –15 Total intangible assets $ 8,133,365 $ 6,627,694 Less: accumulated amortization (3,868,012 ) (3,135,460 ) $ 4,265,353 $ 3,492,234 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The Company expects future amortization expense to be the following: Amortization 2023 $ 647,844 2024 647,844 2025 644,367 2026 633,165 2027 619,516 thereafter 1,072,617 Total $ 4,265,353 |
Schedule of Goodwill [Table Text Block] | The following table provides a summary of the changes in goodwill for the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Goodwill, at beginning of year $ 1,011,952 $ 1,011,952 Goodwill additions 128,000 - Goodwill deductions - - Goodwill, at end of year $ 1,139,952 $ 1,011,952 |
LONG-TERM AND RELATED PARTY D_2
LONG-TERM AND RELATED PARTY DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Line Of Credit And Term Loan Abstract | |
Schedule of Maturities of Long-Term Debt [Table Text Block] | At December 31, 2022, future payments of promissory notes are as follows over each of the next four fiscal years: 2023 $ 783,479 2024 360,093 2025 258,738 2026 52,183 Total $ 1,454,493 |
FINANCE LEASE OBLIGATIONS (Tabl
FINANCE LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FINANCE LEASE OBLIGATIONS (Tables) [Line Items] | |
Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] | At December 31, 2022, future payments under finance leases are as follows: 2023 $ 252,977 2024 177,214 2025 115,608 2026 115,608 2027 48,170 Total minimum lease payments 709,577 Less amounts representing interest (93,134 ) Present value of net minimum lease payments 616,443 Less current portion (214,990 ) Long-term capital lease obligation $ 401,453 |
Finance and Capital Lease Obligations [Member] | |
FINANCE LEASE OBLIGATIONS (Tables) [Line Items] | |
Lease, Cost [Table Text Block] | 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, 2022 December 31, 2021 Weighted average remaining lease terms 3.44 2.10 Weighted average interest rates 7.31 % 7.9 % |
OPERATING LEASE LIABILITY (Tabl
OPERATING LEASE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022: 2023 $ 277,881 2024 60,735 Total undiscounted future minimum lease payments 338,616 Less: Difference between undiscounted lease payments and discounted lease liabilities (10,054 ) Total operating lease liabilities $ 328,562 Less current portion (268,345 ) Long-term operating lease liabilities $ 60,217 |
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, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Weighted average remaining lease term 1.19 2.46 Weighted average discount rate 4.77 % 4.77 % |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each option awarded is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of Common Stock. The expected life of the options granted represents the period from date of grant to expiration (5 years). The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant. There were no stock options granted for the year ended December 31, 2022. On March 29, 2021, 99,990 stock options were granted with an exercise price of $6.53 per option and have a five-year term with a two Date of Grant Dividend Yield Risk-free Interest Rate Volatility Life March 21, 2021 0.00 % 0.89 % 101.36 % 5 years October 14, 2021 0.00 % 1.05 % 91.51 % 5 years |
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, 2022 and 2021 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, 2021 - $ - - $ -0- Options granted 171,620 6,268 Options canceled/forfeited (6,000 ) $ 6,530 Outstanding options at December 31, 2021 165,620 $ 6.256 4.48 years $ -0- Options granted - - Options canceled/forfeited (7,200 ) $ 6.530 Outstanding options at December 31, 2022 158,420 $ 6.245 3.49 years $ -0- Vested Options: December 31, 2022: 115,025 $ 6.138 3.49 years $ -0- December 31, 2021: 71,630 $ 5.900 4.79 years $ -0- |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: 2021 Purchase CTS 2021 Purchase PSI 2022 Purchase DTS Cash consideration $ - $ 145,703 $ 500,000 Note payable 130,000 450,000 835,000 Total purchase price $ 130,000 $ 595,703 $ 1,335,000 Customer list $ 130,000 $ 695,641 $ 1,207,000 Goodwill - - 128,000 Total assets acquired 130,000 695,641 1,335,000 Deferred revenue - (99,938 ) - Net assets acquired $ 130,000 $ 595,703 $ 1,335,000 |
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 of CT-Solution, Inc. (“CTS”), acquired April 1, 2021, PeopleSense, Inc. (“PSI), acquired May 1, 2021, and DTS, acquired January 1, 2022 occurred on January 1, 2021, 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, 2021 as if the acquisitions occurred on January 1, 2021. For the year ended December 31 2021, operating expenses have been increased for the amortization expense of expected definite lived intangible assets and interest on the notes payable. Pro Forma Year Ended December 31, 2021 Net revenues $ 43,888,590 Cost of revenues 25,730,512 Operating expenses, amortization and interest 18,054,700 Other income (321,359 ) Income before taxes 424,737 Net income $ 140,006 Basic and diluted income per common share $ 0.03 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 1,238,000 $ 1,314,000 Long lived assets 206,000 101,000 Share based payments 5,000 5,000 Accrued expenses 102,000 77,000 Allowance for doubtful accounts 122,000 95,000 Other 35,000 16,000 Deferred tax asset 1,708,000 1,608,000 Deferred tax liabilities: Long lived assets (185,000 ) (197,000 ) Deferred tax liabilities (185,000 ) (197,000 ) Net deferred tax asset 1,523,000 1,411,000 Less: Valuation allowance (417,000 ) (420,000 ) Net deferred tax asset $ 1,106,000 $ 991,000 |
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, 2022 and 2021: December 31, December 31, 2022 2021 Federal income tax rate 21 % 21 % State income tax, net of federal benefit (3 %) 61 % Permanent items (8 %) 218 % Gain on bargain purchase - (34 %) Return to provision for prior year 30 % 135 % Change in valuation allowance 1 % 6 % Effective income tax rate 41 % 407 % |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax provision from continuing operations: Year Ended December 31, December 31, 2022 2021 Current: Federal $ (105,826 ) $ 92,334 State and local 22,410 37,545 Total current tax (benefit) provision (83,416 ) 129,879 Deferred: Federal (78,677 ) 51,207 State and local (30,091 ) (3,081 ) Total deferred tax (benefit) provision (108,768 ) 48,126 Total (benefit) provision $ (192,184 ) 178,005 |
SUPPLEMENTAL SCHEDULE OF NON-_2
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||
Apr. 15, 2022 | Jan. 22, 2022 | Jan. 19, 2022 | Jan. 01, 2022 | Nov. 11, 2021 | Aug. 04, 2021 | Jun. 18, 2021 | May 01, 2021 | Apr. 01, 2021 | Jan. 18, 2021 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 500,000 | $ 0 | $ 645,703 | |||||||||||
Debt Instrument, Face Amount | $ 835,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||||||||||
Liabilities Assumed | $ 73,672 | |||||||||||||
Lease Obligation Incurred | $ 494,383 | $ 90,007 | ||||||||||||
Operating Lease, Right-of-Use Asset | $ 328,562 | 964,990 | ||||||||||||
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 62,555 | $ 58,644 | $ 134,097 | |||||||||||
Equipment [Member] | Atmosera Inc [Member] | ||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | ||||||||||||||
Operating Lease, Right-of-Use Asset | $ 90,245 | |||||||||||||
Equipment [Member] | Cologix USA Inc [Member] | ||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | ||||||||||||||
Operating Lease, Right-of-Use Asset | $ 18,412 | |||||||||||||
Dynamic Tech Services, Inc (DTS”) [Member] | ||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred | $ 1,335,000 | |||||||||||||
Payments to Acquire Businesses, Gross | 500,000 | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 835,000 | |||||||||||||
Debt Instrument, Face Amount | $ 835,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||||||||||
NEO3, LLC ("NEO3") [Member] | ||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred | 225,000 | |||||||||||||
Payments to Acquire Businesses, Gross | $ 150,000 | |||||||||||||
Debt Instrument, Face Amount | $ 75,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |||||||||||||
Debt Instrument, Term | 36 months | |||||||||||||
PeopleSense, Inc. ("PSI") [Member] | ||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | ||||||||||||||
Payments to Acquire Businesses, Gross | 150,000 | $ 145,703 | ||||||||||||
Debt Instrument, Face Amount | $ 75,000 | $ 450,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | 2% | ||||||||||||
Debt Instrument, Term | 36 months | |||||||||||||
Proceeds from Deposits from Customers | $ 99,938 | |||||||||||||
CT-Solution ("CTS") [Member] | ||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 130,000 | |||||||||||||
Debt Instrument, Face Amount | $ 130,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |||||||||||||
Debt Instrument, Term | 36 months | |||||||||||||
Info Management Systems Inc ISM [Member] | ||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 479,112 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 119,004 | |||||||||||||
Convertible Debt | 512,487 | |||||||||||||
Nellnube, Inc ("NNB") [Member] | ||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 191,645 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 47,602 | |||||||||||||
Convertible Debt | $ 204,995 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Cash, Uninsured Amount | $ 7,050,862 | |
Cash, FDIC Insured Amount | 250,000 | |
Revenues | $ 44,985,276 | $ 41,701,380 |
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 | |
Deferred Maintenance [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Deferred Revenue | $ 460,709 | 291,468 |
Deferred Support Services [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Deferred Revenue | 472,266 | 398,382 |
Deposits for Future Services [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Deferred Revenue | $ 2,824,115 | 1,785,733 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Revenues | $ 3,644,319 | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
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. | |
Ten Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Concentration Risk, Percentage | 7% | 9% |
Revenues | $ 3,147,258 | |
One Supplier [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Concentration Risk, Percentage | 15% | 13% |
One Supplier [Member] | Concentration Risk, Accounts Payable [Member] | Supplier Concentration Risk [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Concentration Risk, Percentage | 28% | 24% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 44,985,276 | $ 41,701,380 |
Consulting Service Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 13,124,812 | 13,262,032 |
Maintenance [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,993,114 | 6,483,484 |
Software [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,781,362 | 7,863,387 |
Ancillary Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 15,085,988 | $ 14,092,477 |
NET LOSS PER COMMON SHARE (Deta
NET LOSS PER COMMON SHARE (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Basic net loss per share computation: | ||
Net (loss) income (in Dollars) | $ (282,219) | $ (134,434) |
Weighted-average common shares outstanding | 5,167,081 | 5,026,420 |
Basic net loss per share (in Dollars per share) | $ (0.05) | $ (0.03) |
Diluted net loss per share computation: | ||
Net loss (in Dollars) | $ (282,219) | $ (134,434) |
Weighted-average common shares outstanding | 5,167,081 | 5,026,420 |
Incremental shares for convertible promissory note, warrants and stock options | 0 | 0 |
Total adjusted weighted-average shares | 5,167,081 | 5,026,420 |
Diluted net loss per share (in Dollars per share) | $ (0.05) | $ (0.03) |
NET LOSS PER COMMON SHARE (De_2
NET LOSS PER COMMON SHARE (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 158,420 | 170,608 |
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 | 158,420 | 165,620 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 4,988 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization | $ 386,847 | $ 346,202 |
PROPERTY AND EQUIPMENT (Detail
PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 3,987,276 | $ 3,526,016 |
Less: Accumulated depreciation | (3,275,962) | (2,889,115) |
Property and equipment, net | 711,314 | 636,901 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 165,701 | 165,701 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 3,821,575 | $ 3,360,315 |
PROPERTY AND EQUIPMENT (Deta_2
PROPERTY AND EQUIPMENT (Details) - Property, Plant and Equipment - Assets Held under Capital Leases [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Equipment, furniture, and fixtures | $ 1,256,092 | $ 833,574 |
Less: Accumulated amortization | (716,743) | (495,468) |
Property and equipment, net | $ 539,349 | $ 338,106 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |||
Jan. 19, 2022 | Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
INTANGIBLE ASSETS (Details) [Line Items] | ||||
Asset Acquisition, Consideration Transferred | $ 1,335,000 | |||
Payments to Acquire Businesses, Gross | 500,000 | $ 0 | $ 645,703 | |
Debt Instrument, Face Amount | $ 835,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||
Amortization of Intangible Assets | $ 732,552 | $ 531,102 | ||
NEO3, LLC ("NEO3") [Member] | ||||
INTANGIBLE ASSETS (Details) [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 150,000 | |||
Debt Instrument, Face Amount | $ 75,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |||
Debt Instrument, Term | 36 months | |||
Debt Instrument, Periodic Payment | $ 2,148 | |||
Finite-Lived Intangible Asset, Useful Life | 7 years |
INTANGIBLE ASSETS (Details) - S
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 8,133,365 | $ 6,627,694 |
Less: accumulated amortization | (3,868,012) | (3,135,460) |
Intangible asset, net | 4,265,353 | 3,492,234 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 390,082 | 390,082 |
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 | $ 7,743,283 | $ 6,237,612 |
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, 2022 | Dec. 31, 2021 |
Schedule Of Finite Lived Intangible Assets Future Amortization Expense Abstract | ||
2023 | $ 647,844 | |
2024 | 647,844 | |
2025 | 644,367 | |
2026 | 633,165 | |
2027 | 619,516 | |
thereafter | 1,072,617 | |
Total | $ 4,265,353 | $ 3,492,234 |
INTANGIBLE ASSETS (Details) -_3
INTANGIBLE ASSETS (Details) - Schedule of Goodwill - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Goodwill Abstract | ||
Goodwill, at beginning of year | $ 1,011,952 | $ 1,011,952 |
Goodwill additions | 128,000 | 0 |
Goodwill deductions | 0 | 0 |
Goodwill, at end of year | $ 1,139,952 | $ 1,011,952 |
LONG-TERM AND RELATED PARTY D_3
LONG-TERM AND RELATED PARTY DEBT (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||
Aug. 04, 2022 USD ($) | Jan. 22, 2022 USD ($) | Jan. 19, 2022 USD ($) | Jan. 01, 2022 USD ($) | Jul. 31, 2021 USD ($) | May 01, 2021 USD ($) | Apr. 01, 2021 USD ($) | Dec. 01, 2020 USD ($) | Oct. 01, 2020 USD ($) | Jul. 31, 2020 USD ($) | Jan. 01, 2019 USD ($) | May 31, 2018 USD ($) $ / shares | Feb. 28, 2021 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 500,000 | $ 0 | $ 645,703 | ||||||||||||
Long-Term Debt | 1,454,493 | 968,940 | |||||||||||||
Debt Instrument, Face Amount | $ 835,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||||||||||
Repayments of Convertible Debt | 0 | 46,725 | |||||||||||||
Notes Payable, Related Parties | 103,333 | 211,642 | |||||||||||||
Debt, Current | 783,479 | 402,005 | |||||||||||||
Info Management Systems Inc ISM [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 300,000 | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 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 whereby 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, Term | 5 years | ||||||||||||||
Debt Instrument, Periodic Payment | $ 17,528 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 4.03 | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 479,112 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 119,004 | ||||||||||||||
ProductiveTech, Inc. (PTI) [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 60,000 | ||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||
Debt Instrument, Periodic Payment | $ 4,984 | ||||||||||||||
Long-Term Debt | 0 | 4,975 | |||||||||||||
Debt Instrument, Face Amount | $ 174,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | ||||||||||||||
ProductiveTech, Inc. (PTI) [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Long-Term Debt | 0 | 0 | |||||||||||||
Nellnube, Inc ("NNB") [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
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 whereby the holder may, at its sole and exclusive option, elect to convert, at any time and from time to time, 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 (the “Fixed Conversion Price”). | ||||||||||||||
Debt Instrument, Term | 5 years | ||||||||||||||
Debt Instrument, Periodic Payment | $ 7,011 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 4.03 | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 191,645 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 47,602 | ||||||||||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||||||||||
Prairie Technology Solutions Group, LLC ("PT") [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 185,000 | 0 | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 130,000 | ||||||||||||||
Long-Term Debt | 103,333 | 206,667 | |||||||||||||
Debt Instrument, Face Amount | $ 103,333 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4% | ||||||||||||||
Number of Notes | 3 | ||||||||||||||
Repayments of Convertible Debt | $ 111,924 | $ 107,543 | |||||||||||||
Business Combination, Consideration Transferred | 130,000 | ||||||||||||||
Computer Management Services, LLC ("CMS") [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 410 | 145,703 | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 450,000 | ||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||
Debt Instrument, Periodic Payment | $ 4,869 | ||||||||||||||
Long-Term Debt | 48,249 | 105,097 | |||||||||||||
Debt Instrument, Face Amount | $ 170,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | ||||||||||||||
Customer Deposits, Current | $ 50,115 | ||||||||||||||
Prepaid Expense, Current | 67,073 | ||||||||||||||
Business Combination, Consideration Transferred | $ 287,598 | 595,703 | |||||||||||||
PeopleSense, Inc. ("PSI") [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 150,000 | $ 145,703 | |||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||
Debt Instrument, Periodic Payment | $ 12,889 | ||||||||||||||
Long-Term Debt | 215,863 | 364,600 | |||||||||||||
Debt Instrument, Face Amount | $ 75,000 | $ 450,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | 2% | |||||||||||||
Proceeds from Deposits from Customers | $ 99,938 | ||||||||||||||
Dynamic Tech Services, Inc (DTS”) [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 500,000 | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 835,000 | ||||||||||||||
Long-Term Debt | 835,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 835,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||||||||||
Business Combination, Consideration Transferred | $ 1,335,000 | ||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Nature of Adjustments | In the event that subscription renewal revenue received from DTS Customers during the one-year period immediately following the Effective Date is less than 95% of the subscription renewal revenue received by DTS from DTS Customers during the one-year period immediately preceding the Effective Date, the principal amount of the Note will be reduced. The measuring period for any downward adjustment will be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances will the principal amount of the Note be reduced by reason of such downward adjustment by more than $150,000 (i.e., to a principal amount below $685,000). | ||||||||||||||
NEO3, LLC ("NEO3") [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 150,000 | ||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||
Debt Instrument, Periodic Payment | $ 2,148 | ||||||||||||||
Long-Term Debt | 52,559 | ||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | ||||||||||||||
Business Combination, Consideration Transferred | $ 225,000 | ||||||||||||||
Prairie Tech Note 1 [Member] | Prairie Technology Solutions Group, LLC ("PT") [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||
Prairie Tech Note 2 [Member] | Prairie Technology Solutions Group, LLC ("PT") [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Debt Instrument, Term | 2 years | ||||||||||||||
Prairie Tech Note 3 [Member] | Prairie Technology Solutions Group, LLC ("PT") [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Debt Instrument, Term | 3 years | ||||||||||||||
Business Software Solutions ("BSS") [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 230,000 | ||||||||||||||
Debt Instrument, Term | 60 months | ||||||||||||||
Debt Instrument, Periodic Payment | $ 4,031 | ||||||||||||||
Long-Term Debt | 140,748 | 185,820 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | ||||||||||||||
CT-Solution ("CTS") [Member] | |||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 130,000 | ||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||
Debt Instrument, Periodic Payment | $ 3,724 | ||||||||||||||
Long-Term Debt | $ 58,741 | $ 101,781 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% |
LONG-TERM AND RELATED PARTY D_4
LONG-TERM AND RELATED PARTY DEBT (Details) - Schedule of Maturities of Long-term Debt - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Maturities Of Long Term Debt Abstract | ||
2023 | $ 783,479 | |
2024 | 360,093 | |
2025 | 258,738 | |
2026 | 52,183 | |
Total | $ 1,454,493 | $ 968,940 |
FINANCE LEASE OBLIGATIONS (Deta
FINANCE LEASE OBLIGATIONS (Details) - Lease, Cost | Dec. 31, 2022 | Dec. 31, 2021 |
Lease, Cost [Abstract] | ||
Weighted average remaining lease terms | 3 years 5 months 8 days | 2 years 1 month 6 days |
Weighted average interest rates | 7.31% | 7.90% |
FINANCE LEASE OBLIGATIONS (De_2
FINANCE LEASE OBLIGATIONS (Details) - Finance Lease, Liability, Fiscal Year Maturity - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finance Lease Liability Fiscal Year Maturity Abstract | ||
2023 | $ 252,977 | |
2024 | 177,214 | |
2025 | 115,608 | |
2026 | 115,608 | |
2027 | 48,170 | |
Total minimum lease payments | 709,577 | |
Less amounts representing interest | (93,134) | |
Present value of net minimum lease payments | 616,443 | |
Less current portion | (214,990) | $ (166,571) |
Long-term capital lease obligation | $ 401,453 | $ 186,284 |
OPERATING LEASE LIABILITY (Deta
OPERATING LEASE LIABILITY (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
OPERATING LEASE LIABILITY (Details) [Line Items] | ||
Number of Locations of Office Space Leases | 4 | |
Operating Lease, Expense | $ 387,228 | $ 616,849 |
Operating Lease, Payments | 395,003 | $ 628,657 |
Minimum [Member] | ||
OPERATING LEASE LIABILITY (Details) [Line Items] | ||
Operating Lease, Expense | 3,022 | |
Maximum [Member] | ||
OPERATING LEASE LIABILITY (Details) [Line Items] | ||
Operating Lease, Expense | $ 10,279 |
OPERATING LEASE LIABILITY (De_2
OPERATING LEASE LIABILITY (Details) - Lease, Cost | Dec. 31, 2022 | Dec. 31, 2021 |
Lease, Cost [Abstract] | ||
Weighted average remaining lease term | 1 year 2 months 8 days | 2 years 5 months 15 days |
Weighted average discount rate | 4.77% | 4.77% |
OPERATING LEASE LIABILITY (De_3
OPERATING LEASE LIABILITY (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee Operating Lease Liability Maturity Abstract | ||
2023 | $ 277,881 | |
2024 | 60,735 | |
Total undiscounted future minimum lease payments | 338,616 | |
Less: Difference between undiscounted lease payments and discounted lease liabilities | (10,054) | |
Total operating lease liabilities | 328,562 | |
Less current portion | (268,345) | $ (465,813) |
Long-term operating lease liabilities | $ 60,217 | $ 499,177 |
EQUITY (Details)
EQUITY (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Sep. 29, 2022 | Oct. 14, 2021 | Jun. 21, 2021 | Mar. 29, 2021 | Oct. 01, 2020 | Jul. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | Oct. 10, 2019 | |
EQUITY (Details) [Line Items] | |||||||||||||
Aggregate Offering Value, Maximum | $ 3,489,499 | $ 3,308,842 | |||||||||||
Commission Rate | 3% | 3% | |||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 9,548 | 65,452 | 393,300 | 468,300 | |||||||||
Proceeds from Issuance of Common Stock | $ 3,382,352 | ||||||||||||
Proceeds from Issuance or Sale of Equity | $ 76,436 | $ 722,116 | $ 0 | $ 4,180,904 | |||||||||
Stock Issued During Period, Value, New Issues | $ 4,180,904 | ||||||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased (in Shares) | 5,000,000 | 2,000,000 | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 120,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 297,600 | $ 297,600 | |||||||||||
Common Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $ 0.6 | ||||||||||||
Dividends Payable, Date to be Paid | Jul. 16, 2021 | ||||||||||||
Dividends, Common Stock, Cash | $ 3,081,706 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in Shares) | 71,630 | 99,990 | 0 | 171,620 | |||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 5.9 | $ 6.53 | $ 0 | $ 6,268 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | five-year | five-year | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 2 years | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 50% | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 4.14 | $ 4.888 | |||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 180,260 | $ 441,310 | |||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 41,437 | 228,726 | |||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 months | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in Shares) | 1,056,670 | ||||||||||||
Warrants and Rights Outstanding | $ 4,988 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 4.01 | ||||||||||||
Info Management Systems Inc ISM [Member] | |||||||||||||
EQUITY (Details) [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 479,112 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 119,004 | ||||||||||||
Nellnube, Inc ("NNB") [Member] | |||||||||||||
EQUITY (Details) [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 191,645 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 47,602 |
EQUITY (Details) - Schedule of
EQUITY (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | Oct. 14, 2021 | Mar. 21, 2021 |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions Abstract | ||
Dividend Yield | 0% | 0% |
Risk-free Interest Rate | 1.05% | 0.89% |
Volatility | 91.51% | 101.36% |
Life | 5 years | 5 years |
EQUITY (Details) - Share-Based
EQUITY (Details) - Share-Based Payment Arrangement, Option, Activity - USD ($) | 12 Months Ended | |||
Oct. 14, 2021 | Mar. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Payment Arrangement Option Activity Abstract | ||||
Outstanding, Number of Options | 165,620 | 0 | ||
Outstanding, Average Exercise Price | $ 6.256 | $ 0 | ||
Outstanding, Average Remaining Contractual Term | 3 years 5 months 26 days | 4 years 5 months 23 days | ||
Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | ||
Vested Option, Number of Options | 115,025 | 71,630 | ||
Vested Option, Average Exercise Price | $ 6.138 | $ 5.9 | ||
Vested Option, Average Remaining Contractual Term | 3 years 5 months 26 days | 4 years 9 months 14 days | ||
Vested Option, Aggregate Intrinsic Value | $ 0 | $ 0 | ||
Options granted, Number of Options | 71,630 | 99,990 | 0 | 171,620 |
Options granted, Average Exercise Price | $ 5.9 | $ 6.53 | $ 0 | $ 6,268 |
Options canceled/forfeited, Number of Options | (7,200) | (6,000) | ||
Options canceled/forfeited, Average Exercise Price | $ 6.53 | $ 6,530 | ||
Outstanding, Number of Options | 158,420 | 165,620 | ||
Outstanding, Average Exercise Price | $ 6.245 | $ 6.256 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - USD ($) | 12 Months Ended | |||||
Jan. 22, 2022 | Jan. 01, 2022 | May 01, 2021 | Apr. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
CT-Solution ("CTS") [Member] | ||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 130,000 | |||||
Debt Instrument, Term | 36 months | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |||||
Debt Instrument, Periodic Payment | $ 3,724 | |||||
Debt Instrument, Face Amount | $ 130,000 | |||||
Amortization | $ 4,644 | |||||
Interest Expense | 606 | |||||
CT-Solution ("CTS") [Member] | Customer Lists [Member] | ||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||
PeopleSense, Inc. ("PSI") [Member] | ||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 150,000 | $ 145,703 | ||||
Debt Instrument, Term | 36 months | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | 2% | ||||
Debt Instrument, Periodic Payment | $ 12,889 | |||||
Proceeds from Deposits from Customers | 99,938 | |||||
Debt Instrument, Face Amount | $ 75,000 | 450,000 | ||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 71,359 | |||||
Amortization | 33,126 | |||||
Interest Expense | 2,797 | |||||
PeopleSense, Inc. ("PSI") [Member] | Customer Lists [Member] | ||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||
Dynamic Tech Services, Inc (DTS”) [Member] | ||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 500,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||
Debt Instrument, Face Amount | $ 835,000 | |||||
Business Combination, Consideration Transferred | $ 1,335,000 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Nature of Adjustments | In the event that subscription renewal revenue received from DTS Customers during the one-year period immediately following the Effective Date is less than 95% of the subscription renewal revenue received by DTS from DTS Customers during the one-year period immediately preceding the Effective Date, the principal amount of the Note will be reduced. The measuring period for any downward adjustment will be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances will the principal amount of the Note be reduced by reason of such downward adjustment by more than $150,000 (i.e., to a principal amount below $685,000). | |||||
Amortization | 190,714 | |||||
Interest Expense | $ 27,138 | |||||
CTI, PSI and DTS [Member] | ||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||
Income (Loss) Attributable to Parent, before Tax | $ 420,370 | |||||
Revenues | 2,626,038 | |||||
Cost of Revenue | 1,481,276 | |||||
Operating Expenses | $ 724,392 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($) | 12 Months Ended | |||
Oct. 01, 2020 | Jul. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Prairie Technology Solutions Group, LLC ("PT") [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 185,000 | $ 0 | ||
Note payable | 130,000 | |||
Total purchase price | 130,000 | |||
Customer List | 130,000 | |||
Goodwill | 0 | |||
Total assets acquired | 130,000 | |||
Deferred revenue | 0 | |||
Net assets acquired | 130,000 | |||
Computer Management Services, LLC ("CMS") [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 410 | 145,703 | ||
Note payable | 450,000 | |||
Total purchase price | $ 287,598 | 595,703 | ||
Customer List | 695,641 | |||
Goodwill | 0 | |||
Total assets acquired | 695,641 | |||
Deferred revenue | (99,938) | |||
Net assets acquired | $ 595,703 | |||
Business Software Solutions ("BSS") [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 500,000 | |||
Note payable | 835,000 | |||
Total purchase price | 1,335,000 | |||
Customer List | 1,207,000 | |||
Goodwill | 128,000 | |||
Total assets acquired | 1,335,000 | |||
Deferred revenue | 0 | |||
Net assets acquired | $ 1,335,000 |
BUSINESS COMBINATION (Details_2
BUSINESS COMBINATION (Details) - Business Acquisition, Pro Forma Information | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares | |
Business Acquisition, Pro Forma Information [Abstract] | |
Net revenues | $ 43,888,590 |
Cost of revenues | 25,730,512 |
Operating expenses | 18,054,700 |
Other income | (321,359) |
(Loss) income before taxes | 424,737 |
Net (loss) income | $ 140,006 |
Basic and diluted income per common share (in Dollars per share) | $ / shares | $ 0.03 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 5,400,000 | |
Income Tax Expense (Benefit) | $ (192,184) | $ 178,005 |
INCOME TAXES (Details) - Sched
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Deferred Tax Assets And Liabilities Abstract | ||
Net operating loss carry forwards | $ 1,238,000 | $ 1,314,000 |
Long lived assets | 206,000 | 101,000 |
Share based payments | 5,000 | 5,000 |
Accrued expenses | 102,000 | 77,000 |
Allowance for doubtful accounts | 122,000 | 95,000 |
Other | 35,000 | 16,000 |
Deferred tax asset | 1,708,000 | 1,608,000 |
Long lived assets | (185,000) | (197,000) |
Deferred tax liabilities | (185,000) | (197,000) |
Net deferred tax asset | 1,523,000 | 1,411,000 |
Less: Valuation allowance | (417,000) | (420,000) |
Net deferred tax asset | $ 1,106,000 | $ 991,000 |
INCOME TAXES (Details) - Sch_2
INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Effective Income Tax Rate Reconciliation Abstract | ||
Federal income tax rate | 21% | 21% |
State income tax, net of federal benefit | (3.00%) | 61% |
Permanent items | (8.00%) | 218% |
Gain on bargain purchase | 0% | (34.00%) |
Return to provision for prior year | 30% | 135% |
Change in valuation allowance | 1% | 6% |
Effective income tax rate | 41% | 407% |
INCOME TAXES (Details) - Sch_3
INCOME TAXES (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Components Of Income Tax Expense Benefit Abstract | ||
Federal | $ (105,826) | $ 92,334 |
State and local | 22,410 | 37,545 |
Total current tax (benefit) provision | (83,416) | 129,879 |
Federal | (78,677) | 51,207 |
State and local | (30,091) | (3,081) |
Total deferred tax (benefit) provision | (108,768) | 48,126 |
Total (benefit) provision | $ (192,184) | $ 178,005 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Notes Payable, Related Parties | $ 103,333 | $ 211,642 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Chief Executive Officer [Member] - Employment Contracts [Member] | Feb. 04, 2016 USD ($) |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Employment Agreement, Annual Salary | $ 565,000 |
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 $100,000 of his gross income for services rendered to the Company in each of the five prior calendar years should his employment be terminated following a change in control (as defined in the Meller Employment Agreement) |
Increase in Base Salary, Year Over Year, Percentage | 10% |
SALE OF PRODUCT LINE (Details)
SALE OF PRODUCT LINE (Details) | Nov. 10, 2021 USD ($) |
Net@Work ("NAW") [Member] | |
SALE OF PRODUCT LINE (Details) [Line Items] | |
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 250,000 |
MERGER (Details)
MERGER (Details) - Merger Agreement [Member] | Sep. 29, 2022 USD ($) |
MERGER (Details) [Line Items] | |
Proceeds from Merger | $ 10,000,000 |
Merger Agreement, Description of Consideration | Each holder of an outstanding share of SilverSun common stock will receive: ● A cash dividend of at least $1.50 per share, which equates to approximately $8.5 million in the aggregate; ● A stock dividend of one share of SilverSun Technologies Holdings, Inc. ("HoldCo"), a recently formed subsidiary of SilverSun. HoldCo's sole assets are its 100% ownership of SWK and SCS (together the "Subsidiaries"), which Subsidiaries accounted for the large majority of SilverSun's revenue in 2022. It is expected that the capital structure of HoldCo will roughly approximate the current capital structure of SilverSun; ● Following the consummation of the business combination, the business of the Subsidiaries will continue to be operated consistent with past practices. The current management and Board of Directors of SilverSun, including Mark Meller, the Chief Executive Officer of both SilverSun and SWK, will continue in their current roles at both HoldCo and the Subsidiaries. HoldCo will apply for public listing and the shares distributed in the stock dividend will be registered pursuant to a Form 10 that will be filed by HoldCo with the SEC (subject to regulatory and exchange regulations and approvals); and ● The shares of SilverSun's common stock to be retained by the current SilverSun stockholders following the consummation of the business combination will collectively represent approximately 3.2% of SilverSun's pro forma common equity ownership. |
Company [Member] | |
MERGER (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 3.20% |
Payment due if Rhodium Terminates [Member] | |
MERGER (Details) [Line Items] | |
Merger, Termination Payment | $ 5,000,000 |
Payment due if Company Terminates [Member] | |
MERGER (Details) [Line Items] | |
Merger, Termination Payment | $ 5,000,000 |