usell.com (PXHI) 10-K 5 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 30, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	usell.com, Inc.
Entity Central Index Key	1,271,075
Document Type	10-K
Trading Symbol	USEL
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 7,400,000
Entity Common Stock, Shares Outstanding		28,294,999
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 390,810	$ 1,657,422
Restricted cash	942,274	982,064
Accounts receivable, net	236,674	430,171
Inventory	10,642,531	8,874,099
Due from related party	139,333
Prepaid expenses and other current assets	99,381	130,141
Total Current Assets	12,451,003	12,073,897
Property and equipment, net	188,056	191,957
Goodwill		8,448,759
Intangible assets, net	2,948,294	3,724,466
Capitalized technology, net	868,449	934,193
Other assets	61,750	124,358
Total Assets	16,517,552	25,497,630
Current Liabilities:
Accounts payable	1,787,571	4,328,422
Accrued expenses	1,165,348	916,961
Deferred revenue	394,780	374,098
Promissory note payable	8,325,355	673,332
Capital lease obligation	14,400	10,664
Total Current Liabilities	11,687,454	6,303,477
Promissory note payable, net of current portion		6,441,000
Capital lease obligation, net of current portion	46,053	47,986
Total Liabilities	11,733,507	12,792,463
Stockholders' Equity:
Common stock; $0.0001 par value; 43,333,333 shares authorized; 28,290,999 shares and 20,134,999 shares issued and outstanding, respectively	2,829	2,013
Additional paid in capital	75,469,350	71,089,882
Accumulated deficit	(70,688,134)	(58,386,728)
Total Stockholders' Equity	4,784,045	12,705,167
Total Liabilities and Stockholders' Equity	16,517,552	25,497,630
Series A Convertible Preferred Stock [Member]
Stockholders' Equity:
Convertible preferred stock
Series B Convertible Preferred Stock [Member]
Stockholders' Equity:
Convertible preferred stock
Series C Convertible Preferred Stock [Member]
Stockholders' Equity:
Convertible preferred stock
Series E Convertible Preferred Stock [Member]
Stockholders' Equity:
Convertible preferred stock

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	43,333,333	43,333,333
Common stock, issued	28,290,999	20,134,999
Common stock, outstanding	28,290,999	20,134,999
Series A Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	325,000	325,000
Preferred stock, issued
Preferred stock, outstanding
Series B Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	4,000,000	4,000,000
Preferred stock, issued
Preferred stock, outstanding
Series C Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	146,667	146,667
Preferred stock, issued
Preferred stock, outstanding
Series E Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	103,232	103,232
Preferred stock, issued
Preferred stock, outstanding

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Revenue	$ 104,702,440	$ 94,656,735
Cost of Revenue	98,878,323	88,834,912
Gross Profit	5,824,117	5,821,823
Operating Expenses:
Sales and marketing	1,925,105	1,680,364
General and administrative	5,404,432	5,986,273
Goodwill impairment charge	8,448,759
Total operating expenses	15,778,296	7,666,637
Loss from Operations	(9,954,179)	(1,844,814)
Other (Expense) Income:
Interest income		429
Interest expense	(2,347,227)	(1,497,353)
Change in fair value of placement rights derivative liability		(370,000)
Total Other Expense, Net	(2,347,227)	(1,866,924)
Net Loss	$ (12,301,406)	$ (3,711,738)
Net loss per common share - basic and diluted (in dollars per share)	$ (0.59)	$ (0.19)
Weighted average number of common shares outstanding during the period - basic and diluted (in shares)	20,846,511	20,029,701

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at beginning at Dec. 31, 2015	$ 1,976	$ 68,662,578	$ (54,674,990)	$ 13,989,564
Balance at beginning (in shares) at Dec. 31, 2015	19,751,999
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with Note Purchase Agreement	$ 35	402,465		402,500
Issuance of common stock in connection with Note Purchase Agreement (in shares)	350,000
Reclassification of Derivative Liability upon Elimination of Placement Rights		1,500,000		1,500,000
Stock based compensation	$ 2	524,839		524,841
Stock based compensation (in shares)	33,000
Net loss			(3,711,738)	(3,711,738)
Balance at end at Dec. 31, 2016	$ 2,013	71,089,882	(58,386,728)	12,705,167
Balance at end (in shares) at Dec. 31, 2016	20,134,999
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of common stock, net of offering costs	$ 788	3,875,279		3,876,067
Sale of common stock, net of offering costs (in shares)	7,880,000
Stock based compensation	$ 28	504,189		504,217
Stock based compensation (in shares)	276,000
Net loss			(12,301,406)	(12,301,406)
Balance at end at Dec. 31, 2017	$ 2,829	$ 75,469,350	$ (70,688,134)	$ 4,784,045
Balance at end (in shares) at Dec. 31, 2017	28,290,999

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (12,301,406)	$ (3,711,738)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation and amortization	1,436,464	1,912,077
Goodwill impairment charge	8,448,759
Recovery of bad debt expense	(755)	(1,876)
Stock based compensation expense	504,217	524,841
Deferred tax benefit
Amortization of debt issue costs into interest expense	1,101,920	479,340
Loss on disposal of property and equipment		112,284
Change in fair value of placement rights derivative liability		370,000
Changes in operating assets and liabilities:
Accounts receivable	194,252	34,892
Inventory	(1,768,432)	(1,816,327)
Due from related party	(139,333)
Prepaid and other current assets	30,760	166,882
Other assets	12,608	13,222
Accounts payable	(2,540,851)	1,764,824
Accrued expenses	248,387	187,801
Lease termination payable		(5,000)
Deferred revenues	20,682	(440,197)
Net Cash and Cash Equivalents Used In Operating Activities	(4,752,728)	(408,975)
CASH FLOWS FROM INVESTING ACTIVITIES:
Website development costs	(536,274)	(595,528)
Restricted cash	39,790	(180,834)
Cash paid to purchase property and equipment	(39,687)	(93,686)
Security deposits		(8,435)
Net Cash and Cash Equivalents Used In Investing Activities	(536,171)	(878,483)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable	8,572,400	2,000,000
Proceeds from sale of common stock	3,940,000
Principal repayments of note payable	(8,080,000)
Payment of capital lease obligations	(12,883)	(3,355)
Cash paid for offering costs	(63,933)
Cash paid for debt issue costs	(333,297)	(99,551)
Net Cash and Cash Equivalents Provided By Financing Activities	4,022,287	1,897,094
Net (Decrease) Increase in Cash and Cash Equivalents	(1,266,612)	609,636
Cash and Cash Equivalents - Beginning of Period	1,657,422	1,047,786
Cash and Cash Equivalents - End of Period	390,810	1,657,422
Cash Paid During the Period for:
Interest	1,120,830	1,018,529
Taxes	18,193
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment through capital leases	14,686	62,005
Adjustment to goodwill for inventory valuation		42,198
Elimination of Placement Rights Derivative Liability		1,500,000
Common stock issued in connection with note payable		$ 402,500

Organization and Business

Organization and Business	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Note 1 - Organization and Business uSell.com, Inc., through its wholly-owned subsidiaries (collectively, “uSell,” or the “Company”), is a large market maker of used smartphones. uSell acquires products from both individual sellers, on its website, uSell.com, and from major carriers, big box retailers, and manufacturers through its subsidiary, We Sell Cellular, LLC (“We Sell Cellular”). The Company maximizes the value of these devices by reclassifying them, adding value to them, and moving them throughout the world to those who want them most. In order to serve its global and highly diverse customer base, uSell leverages both a traditional sales force and an online marketplace where professional buyers of used smartphones can buy inventory on-demand. Through participation on uSell’s online platform and through interaction with uSell’s salesforce, buyers can acquire high volumes of inventory in a cost effective manner, while minimizing risk. Going Concern Consideration At December 31, 2017 the Company has cash and cash equivalents of $391,000, working capital of $764,000 and an accumulated deficit of $70,688,000. In addition, the Company generated a net loss of $12,301,000 (including a goodwill impairment charge of $8,449,000) and used cash in operating activities of $4,753,000 for the year ended December 31, 2017. As a result of the downturn in the Company’s business relating in part to the disruptions in key global markets, as of the filing date of this report, the Company’s believes that it may not meet one of the financial covenants under the NPA and therefore may be in default under the agreement for the quarter ended March 31, 2018 (see Note 6). The Company does not yet have a history of financial stability and may continue to generate operating losses for the foreseeable future. Historically, the principal source of liquidity has been the issuance of debt and equity securities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Management plans to address this uncertainty through further implementation of its business plan or by continuing to raise funds through debt and/or equity. There can be no assurances that the plans and actions proposed by management will be successful or that unforeseen circumstances will not require additional funding sources in the future or effectuate plans to conserve liquidity. Future efforts to raise additional funds may not be successful or they may not be available on acceptable terms, if at all. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Principals of Consolidation The accompanying consolidated financial statements include the accounts of uSell and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company and its Chief Executive Officer view the Company’s operations and manage its business as one operating segment. 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from these estimates. Cash and Cash Equivalents All highly liquid investments with an original maturity of 90 days or less when purchased are considered to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. Cash equivalents generally consist of money market accounts. Accounts Receivable Accounts receivable represent obligations from the Company’s customers and are recorded net of allowances for cash discounts, doubtful accounts, and sales returns. The Company’s policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $0 and $1,600 at December 31, 2017 and 2016, respectively. Inventory, net Inventory, comprised of all finished goods, is stated at the lower of cost (average cost method) or net realizable value. Inventory is recorded net of allowances. Allowances for slow-moving or obsolete inventory are provided based on historical experience of a variety of factors, including sales volume, product life and levels of inventory at the end of the period. The provision for slow-moving for inventory amounted to $170,000 and $115,000 for the years ended December 31, 2017 and 2016, respectively, Substantially all of the Company’s inventory purchases are paid for before inventory is received in the Company’s warehouse. Prepaid inventory amounted to approximately $474,000 and $221,000 at December 31, 2017 and 2016, respectively, and is included in inventory, net in the accompanying consolidated balance sheets. Property and Equipment Property and equipment represent costs associated with leasehold improvements, software, and computer and office equipment. Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation on property and equipment is calculated on the straight-line basis over the estimated useful lives of the related assets, which typically range from three to five years. Leasehold improvements are amortized over the shorter of the estimated useful lives or the remaining lease term. Maintenance and repairs are expensed as incurred; expenditures that enhance the value of property or extend their useful lives are capitalized. When assets are sold or returned, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in income. Capitalized Technology Costs In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software, the Company capitalizes certain external and internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized technology costs are amortized over the estimated useful lives of the software assets on a straight-line basis, generally not exceeding three years. Goodwill and Intangible Assets The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (December 31 for the Company) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Among other relevant events and circumstances that affect the fair value of reporting units, the Company considers individual factors such as macroeconomic conditions, changes in the Company’s industry and the markets in which the Company operates, as well as the Company’s historical and expected future financial performance. Prior to January 1, 2017, when conducting its annual goodwill impairment assessment, the Company initially performed a qualitative evaluation of whether it is more likely than not that goodwill was impaired. If it was determined by a qualitative evaluation that it was more likely than not that goodwill was impaired, the Company then applied a two-step impairment test. The two-step impairment test first compared the fair value of the Company’s reporting unit to its carrying or book value. If the fair value of the reporting unit exceeded its carrying value, goodwill was not impaired and the Company was not required to perform further testing. If the carrying value of the reporting unit exceeded its fair value, the Company determined the implied fair value of the reporting unit’s goodwill and if the carrying value of the reporting unit’s goodwill exceeded its implied fair value, then an impairment loss equal to the difference was recorded in the consolidated statements of operations. Effective January 1, 2017, the Company prospectively adopted the provisions of ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates the second step of the goodwill impairment test. Therefore, for goodwill impairment tests occurring after January 1, 2017, if the carrying value of a reporting unit exceeds its fair value, the Company will measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The valuation of fair value for reporting units is determined based on a discounted future cash flow model that uses six years of projected cash flows and a terminal value based on growth assumptions. Rates used to discount cash flows are dependent upon interest rates and the cost of capital based on the Company’s industry and capital structure, adjusted for equity and size risk premiums based on market capitalization. Estimates of future cash flows are dependent on the Company’s knowledge and experience about past and current events and assumptions about conditions expected to exist, including long-term growth rates, capital requirements and useful lives. The Company’s estimates of cash flows are also based on historical and future operating performance, economic conditions and actions the Company expects to take. In making its assessments of fair value, the Company relies on its knowledge and experience about past and current events and assumptions about conditions expected to exist in the future. These assumptions are based on a number of factors, including future operating performance, economic conditions, actions the Company expects to take and present value techniques. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. It is possible that assumptions underlying the impairment analysis will change in such a manner that impairment in value may occur in the future. As a result of recurring and projected operating losses, the Company undertook a review of the carrying amount of its goodwill as of December 31, 2017. The Company performed its review based on both qualitative and quantitative factors and determined that the carrying value of the Company’s reporting unit exceeded its fair value. Accordingly, the Company recorded a goodwill impairment charge of $8,449,000 in the accompanying consolidated statement of operations for the year ended December 31, 2017. Intangible assets represent customer relationships and trade names/trademarks related to We Sell Cellular. Finite lived assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite lived intangible assets are not amortized, but instead are subject to annual impairment evaluation. The Company periodically reviews the carrying values of its intangible assets and other long-lived assets when events or changes in circumstances indicate that it is more likely than not that their carrying values may exceed their fair values, and records an impairment charge when considered necessary. When circumstances indicate that an impairment of value may have occurred, the Company tests such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the carrying amount of the asset over its estimated fair value, is recognized. The cash flow estimates used in such calculations are based on estimates and assumptions, using all available information that management believes is reasonable. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest. During the years ended December 31, 2017 and 2016, the Company noted no indicators of impairment. Debt Issue Costs Debt issuance costs incurred in connection with the Company’s debt are capitalized and amortized as interest expense over the term of the related debt. In accordance with Accounting Standards Update (“ASU”) No. 2015-03, “Interest—Imputation of Interest,” the Company presents debt issuance costs as a reduction from the carrying amount of debt. Convertible Instruments The Company reviews all of its convertible instruments for the existence of an embedded conversion feature which may require bifurcation, if certain criteria are met. These criteria include circumstances in which: a) The economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, b) The hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur, and c) A separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to certain requirements (except for when the host instrument is deemed to be conventional). A bifurcated derivative financial instrument may be required to be recorded at fair value and adjusted to market at each reporting period end date. In addition, the Company may be required to classify certain stock equivalents issued in connection with the underlying debt instrument as derivative liabilities. For convertible instruments that the Company has determined should not be bifurcated from their host instruments, the Company records discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. Also when necessary, the Company records deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the financing transaction and the effective conversion price embedded in the preferred shares. Finally, if necessary, the Company will determine the existence of liquidated damage provisions. Liquidated damage provisions are not marked to market, but evaluated based upon the probability that a related liability should be recorded. Common Stock Purchase Warrants and Derivative Financial Instruments The Company reviews any common stock purchase warrants and other freestanding derivative financial instruments at each balance sheet date and classifies them on the consolidated balance sheet as: a) Equity if they (i) require physical settlement or net-share settlement, or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), or b) Assets or liabilities if they (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that its outstanding common stock purchase warrants satisfied the criteria for classification as equity instruments at December 31, 2017 and 2016. Revenue Recognition Revenue is recognized when all of the following conditions exist: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured. Principal Device Revenue The Company, through We Sell Cellular, generates revenue from the sales of its cellular telephones and related equipment. The Company recognizes revenue “FOB shipping point” on such sales. Delivery to the customer is deemed to have occurred when the customer takes title to the product. Generally, title passes to the customer when the products leave the Company’s warehouse. Payment terms generally require payment once an order is placed. The Company allows customers to return product within 30 days of shipment if the product is defective. Allowances for product returns are recorded as a reduction of sales at the time revenue is recognized based on historical data. The estimate of the allowance for product returns amounted to approximately $267,000 and $130,000 at December 31, 2017 and 2016, respectively, and is recorded in accrued expenses in the accompanying consolidated balance sheets. Agent Commission Revenue Sellers on the Company’s uSell.com website are shown a list of offers from third party buyers interested in purchasing their devices. If a seller chooses one of these offers, the seller will ship their device directly to the buyer. The buyer is then responsible for testing the device, servicing the customer, and ultimately paying the seller for the device or returning it. The Company charges a commission to the buyers only when the seller sends in a device and is successfully paid for it. As such, the Company recognizes Agent Commission Revenue upon payment to the seller. Fulfillment Revenue The Company offers fulfillment services on behalf of its buyers for the items sold using the Agent Commission Revenue approach outlined above. The Company acts as the agent in these fulfillment services transactions, passing orders booked by its buyers to its third party fulfillment vendor, who then assembles the kits and mails them directly to the sellers. The Company earns a standard fee from its buyers and recognizes revenue upon shipment of the kits to the sellers. The Company evaluated the presentation of revenue on a gross versus net basis and determined that since the Company performs as an agent without assuming the risks and rewards of ownership of the goods, revenue should be reported on a net basis. Advertising Revenue Advertising revenues primarily come from payments for text-based sponsored links and display advertisements. Generally, the Company’s advertisers pay the Company on a cost per click, or CPC basis, which means advertisers pay only when someone clicks on one of their advertisements, or on a cost per thousand impression basis, or CPM. Paying on a CPM basis means that advertisers pay the Company based on the number of times their advertisements appear on the Company’s websites or mobile applications. Advertising revenue is recognized as income when the advertising services are rendered. Deferred revenue represents amounts billed to customers or payments received from customers prior to providing services and for which the related revenue recognition criteria have not been met. Shipping and Handling Costs The Company follows the provisions of ASC Topic 605-45 regarding shipping and handling costs. Shipping and handling costs included in cost of revenue were approximately $566,000 and $519,000 for the years ended December 31, 2017 and 2016, respectively. Advertising Advertising costs are expensed as they are incurred and are included in sales and marketing expenses. Advertising expense amounted to approximately $41,000 and $50,000 for the years ended December 31, 2017 and 2016, respectively. Share-Based Payment Arrangements The Company accounts for stock options in accordance with ASC 718, “Compensation - Stock Compensation.” ASC 718 requires generally that all equity awards be accounted for at their “fair value.” This fair value is measured on the grant date for stock-settled awards, and at subsequent exercise or settlement for cash-settled awards. Fair value is equal to the underlying value of the stock for “full-value” awards such as restricted stock and performance shares, and is estimated using an option-pricing model with traditional inputs for “appreciation” awards such as stock options and stock appreciation rights. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates: previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. The expense resulting from share-based payments is recorded in general and administrative expense in the accompanying consolidated statements of operations. Subsequent modifications to outstanding awards result in incremental cost if the fair value is increased as a result of the modification. Thus, a value-for-value stock option repricing or exchange of awards in conjunction with an equity restructuring does not result in additional compensation cost. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential income tax examinations by federal or state authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of December 31, 2017. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform. The ultimate impact may differ from this provisional amount, possibly materially, as a result of additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of Tax Reform. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institutions. At times, the Company’s cash may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. At December 31, 2017 and 2016, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentrations of credit risk with respect to accounts receivables is minimal due to the large number of customers comprising the Company’s customer base and generally short payment terms. Fair Value of Financial Instruments Financial instruments, including cash and cash equivalents, accounts receivable and accounts payable are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The fair value of debt approximates its carrying amounts as a market rate of interest is attached to the repayment. Net Loss per Share Basic loss per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period, including stock options and warrants, using the treasury stock method, and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. The computation of diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: Year Ended December 31, 2017 2016 Unvested Restricted Stock 113,334 226,666 Vested and Unvested Restricted Stock Units 493,020 743,020 Stock Warrants 797,083 801,250 Stock Options 482,000 434,998 1,885,437 2,205,934 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standard Board (the “FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 was initially effective for fiscal years beginning after December 15, 2016 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company will adopt the standard on January 1, 2018 using the modified retrospective transition method. The Company completed its detailed review of its revenue recognition methods to determine necessary adjustments to existing accounting policies and procedures and to support an evaluation of the standard’s impact on its consolidated financial statements and disclosures included within the notes to the consolidated financial statements. Based on reviews performed, the Company concluded that its revenues will not be materially impacted by the implementation of this guidance. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). In September 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842)”, which provides additional implementation guidance on the previously issued ASU 2016-02. ASU 2016-02 increases transparency and comparability among organizations by reporting lease assets and lease liabilities, both finance (capital) and operating leases, on the balance sheet and disclosing key information about leasing arrangements. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. The Company adopted the methodologies prescribed by ASU 2016-09 as of January 1, 2017. The adoption of ASU 2016-09 did not have a material effect on the Company’s financial position or results of operations. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”), which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU 206-15 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. ASU 2016-15 provides for retrospective application for all periods presented. The adoption of ASU 2016-15 is not expected to have a material effect on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740)” (“ASU 2016-16”), which reduces the complexity in the accounting standards by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer, other than inventory, when the transfer

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 3 - Property and Equipment Property and equipment consists of the following at December 31, 2016 and 2015: 2017 2016 Machinery and Equipment $ 122,714 $ 89,690 Leasehold Improvements 159,215 139,254 Computer Software 21,564 21,564 Furniture and Fixtures 5,645 5,645 309,138 256,153 Less: Accumulated Depreciation (121,082 ) (64,196 ) Property and Equipment, Net $ 188,056 $ 191,957 Depreciation expense on property and equipment amounted to $58,000 and $45,000 for the years ended December 31, 2017 and 2016, respectively.

Intangible Assets, Net

Intangible Assets, Net	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, Net	Note 4 – Intangible Assets, Net Intangible assets, net is as follows: December 31, 2017 Useful Lives Gross Accumulated Net Carrying Trade Name 7 $ 2,622,000 $ (811,564 ) $ 1,810,436 Customer Relationships 5 2,008,000 (870,142 ) 1,137,858 eBay Reputation Relationship 1 369,000 (369,000 ) — Non-Compete Agreement 1 283,000 (283,000 ) — Intangible assets, net $ 5,282,000 $ (2,333,706 ) $ 2,948,294 December 31, 2016 Useful Lives Gross Accumulated Net Carrying Trade Name 7 $ 2,622,000 $ (436,996 ) $ 2,185,004 Customer Relationships 5 2,008,000 (468,538 ) 1,539,462 eBay Reputation Relationship 1 369,000 (369,000 ) — Non-Compete Agreement 1 283,000 (283,000 ) — Intangible assets, net $ 5,282,000 $ (1,557,534 ) $ 3,724,466 Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense amounted to $776,000 and $1,319,000 for the years ended December 31, 2017 and 2016, respectively. Future annual estimated amortization expense is summarized as follows: Years ending December 31, 2018 $ 776,171 2019 776,171 2020 709,229 2021 374,571 2022 312,152 $ 2,948,294

Capitalized Technology, Net

Capitalized Technology, Net	12 Months Ended
	Dec. 31, 2017
Capitalized Technology Net
Capitalized Technology, Net	Note 5 – Capitalized Technology, Net Capitalized technology consists of the following at December 31, 2017 and 2016: 2017 2016 Gross value $ 3,707,688 $ 3,171,414 Accumulated amortization (2,839,239 ) (2,237,221 ) Net value $ 868,449 $ 934,193 Capitalized technology is amortized on a straight-line basis over their estimated useful lives of three years. Amortization expense amounted to $602,000 and $548,000 for the years ended December 31, 2017 and 2016, respectively, and is included in cost of revenue. Future annual estimated amortization expense is summarized as follows: Years ending December 31, 2018 $ 481,376 2019 290,653 2020 96,420 $ 868,449

Promissory Note

Promissory Note	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Promissory Notes	Note 6 - Promissory Notes At December 31, 2017, the Company’s Notes (as defined below) is comprised of the following: Total Notes $ 8,660,000 Less: Unamortized discount and debt issue costs (334,645 ) Total Notes, net of unamortized discount and debt issue costs $ 8,325,355 On January 13, 2017 (the “Closing Date”), the Company entered into a Note Purchase Agreement (the “NPA”) with an institutional investor (the “Lender”) and in Lender’s capacity as a purchaser and as the agent (the “Agent”) for all purchasers from time to time party to the NPA pursuant to which the Company issued the Lender a secured term note in the principal amount of $8,660,000 at an original issue discount of 1%, for gross proceeds of $8,572,400 (the “Note”). The entire principal balance of the Note matures three years from issuance (January 2020) and bears interest at an annual rate of 13.25%, which interest is due and payable monthly in arrears. In addition, the Company paid the Lender a fee equal to 2% of the aggregate original principal amount of the Note and will pay the Lender a monthly maintenance fee based on an annual rate of 0.75% of the aggregate original principal amount of the Note. The Note is prepayable after 18 months with a 3% prepayment penalty. The Note contains customary financial covenants. In connection with the issuance of the Note, the Company granted the Lender a right of first refusal to participate in future financings (with certain exceptions) for as long as the principal balance of the Note remains outstanding. On June 29, 2017, the Company entered into a First Amendment to Note Purchase Agreement, effective as of June 29, 2017, with the Lender and the Agent pursuant to which the Company amended the terms of its financial covenant related to the interest coverage ratio. On November 13, 2017, the Company entered into a Second Amendment to Note Purchase Agreement (the “Second Amendment”), effective November 2, 2017, with the Lender and the Agent pursuant to which the Company amended the terms of its financial covenant related to the outstanding principal amount of loan to EBITDA ratio and also increased the Note’s interest rate from 13.25% to 15.0%. The Second Amendment also included a requirement for the Company to complete an equity raise of at least $1 million on or prior to December 31, 2017. As a result of the downturn in the Company’s business relating in part to the disruptions in key global markets, as of the filing date of this report, the Company’s believes that it may not meet one of the financial covenants under the NPA and therefore may be in default under the agreement for the quarter ended March 31, 2018. The Company will seek a waiver from the Lender but the Company can provide no assurances that they will provide one. The Company believes it will be able to obtain a waiver from the Lender. However, if the Lender does not waive the potential default and the Company is unable to obtain replacement financing, the Lender will be able to foreclose on all of the Company’s assets and the Company will have to cease operations. Accordingly, the Company has classified the Note as a current liability. In connection with the execution of the NPA and issuance of the Note, the Company and certain of its wholly-owned subsidiaries, (collectively, the “Debtors”) entered into a Security Agreement for the benefit of the Lender and Agent. Pursuant to the Security Agreement, the Debtors granted the Agent (for the benefit of the Lender) a lien on all of each Debtor’s respective assets, including, but not limited to, equipment, inventory, accounts, and intellectual property. The wholly-owned subsidiaries which are parties to the Security Agreement also jointly and severally guaranteed payment and performance of all obligations under the Note and related debt transaction documents. The Company also entered into a Trademark Security Agreement with the Lender incorporating the terms of the Security Agreement with respect to the Company’s trademark-related collateral. As additional collateral to guarantee the Note and related obligations, the Company and certain of its wholly-owned subsidiaries also entered into a Pledge Agreement for the benefit of the Agent pursuant to which they pledged the equity interests of certain of their wholly-owned subsidiaries, including BST and We Sell Cellular, and the Company pledged its equity interest in the Special Purpose Entity (see Note 7). In connection with the above, the Management Agreement effective as of October 1, 2015 by and among the Company, Nik Raman, Brian Tepfer, Scott Tepfer, and Daniel Brauser, the Company’s Executive Chairman, was amended to clarify that nothing in the Management Agreement precludes the Agent’s ability to exercise its remedies as a secured creditor party under the Note and related agreements. The Company maintains a dedicated bank account with a third party custodian pursuant to which all accounts receivable and Collateral proceeds (as defined in the NPA) are deposited to this account. The Company can only access funds in this account in accordance with the terms of the NPA. This account is controlled by the Lender and is presented as restricted cash in the accompanying consolidated balance sheet. The Company recorded a discount on the Note of $88,000 which is being accreted to non-cash interest expense over the contractual term of the Note. During the year ended December 31, 2017, accretion of the discount amounted to $27,000. Contractual interest expense on the Note amounted to $1,201,000 for the year ended December 31, 2017. The Company incurred fees associated with the closing of the Note of $360,000. These amounts have been treated as a debt issue cost and, accordingly, have been recorded as a direct deduction from the carrying amount of Note and are being amortized to interest expense over the contractual term of the Note. During the year ended December 31, 2017, accretion of the fees amounted to $109,000. The Company applied the proceeds received upon issuance of the Note to repay all amounts outstanding under its prior credit facility with certain institutional investors for which BAM Administrative Services, LLC acted as agent (the “BAM Facility”). At the time of repayment, amounts of principal outstanding under the BAM Facility were $8,080,000, with accrued interest and fees bringing the total payoff amount to $8,140,295. As a result of the termination of the BAM Facility, the Company amortized the remaining balance of the debt issue costs, amounting to $966,000, to interest expense in the accompanying consolidated statement of operations.

Special Purpose Entity

Special Purpose Entity	12 Months Ended
	Dec. 31, 2017
Special Purpose Entity
Special Purpose Entity	Note 7 – Special Purpose Entity On the January 13, 2017, the Company and the Lender (the “Manager”) formed a special purpose entity as a Delaware limited liability company (the “SPE”), for the purpose of purchasing, refurbishing, repairing and reselling cell phones, smart phones, tablets and related accessories. The Manager is the sole manager of the SPE. The Manager invested $5,200,000 in equity in exchange for all of the membership interests. Of this sum, $5,000,000 will be used by the SPE for the purchase of approved inventory. Profits from the SPE will be distributed to the Manager and to the Company based on certain return thresholds, as defined in Limited Liability Company Agreement. As further detailed in the Services Agreement entered into between the Company and the SPE on the Closing Date, the Company provides all administrative, inventory and cash management services necessary to the SPE’s daily operations. The Company and its personnel will not be compensated for providing services to the SPE, and the Company will generally be responsible for the costs of providing services to the SPE. However, the SPE will be responsible for costs directly related to acquiring and refurbishing the SPE’s inventory, shipping, certain tax accounting fees approved by the Manager, and other costs. The Services Agreement allows the Company to purchase inventory for its account and not for the SPE’s account until the Company has no available capital to purchase inventory. The Company conducted an evaluation of its involvement with the SPE, which is considered to be a related party business entity, as of December 31, 2017, in order to determine whether the SPE was a variable interest entity (“VIE”) requiring consolidation or disclosure in the consolidated financial statements of the Company. The SPE was determined to be a related party business entity because the Manager of the SPE is also the Lender to the Company’s NPA, as described in Note 6. The Company evaluated the purpose for which the SPE was created and the nature of the risks in the entity as required by the guidance under ASC 810-10-25, “Consolidation.” Based upon the Company’s analysis, the Company concluded that the Company is not the primary beneficiary, and therefore, no consolidation is necessary. As of December 31, 2017, the net amount due from the SPE for expense reimbursements was $139,000 and is recorded as due from related party in the accompanying consolidated balance sheets. Expense reimbursements for the year ended December 31, 2017 amounted to $465,000, of which $315,000 was recorded in cost of revenues and $150,000 was recorded in sales and marketing. There were no profit distributions made to the Company from the SPE during the year ended December 31, 2017. The compensation for all services that the Company is rendering is going to be received in the form of profit distributions, as available.

Capital Lease Obligations

Capital Lease Obligations	12 Months Ended
	Dec. 31, 2017
Capital Lease Obligations [Abstract]
Capital Lease Obligations	Note 8 – Capital Lease Obligations We are obligated under a capital lease under which the aggregate present value of the minimum lease payments amounted to $75,000. The present value of the minimum lease payments was calculated using a discount rate of 8.6%. The future minimum lease payments under the capital lease at December 31, 2017 is as follows: Years ending December 31, 2018 $ 18,611 2019 18,611 2020 18,611 2021 13,506 2022 550 69,889 Less: Amounts representing interest 9,436 Principal portion 60,453 Less: Current portion 14,400 Capital lease obligations, net of current portion $ 46,053 The capital lease obligations are collateralized by underlying property and equipment. As of December 31, 2017, the gross amount of property and equipment under non-cancelable capital leases was $80,000 and the amount of accumulated amortization was $18,000.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 9 - Commitments and Contingencies Management Incentive Compensation Plan On July 27, 2016, the Company adopted its Management Incentive Compensation Plan (the “Incentive Plan”). The Incentive Plan provides that each quarter that the Company meets certain gross EBITDA thresholds, participants will be eligible to receive quarterly bonuses. The Incentive Plan is effective through September 2018. The Incentive Plan provides for minimum bonus eligibility thresholds set at quarterly gross EBITDA levels that ensure that the Company will remain cash-flow positive and in compliance with all debt covenants over the term after payment of bonuses. If the Company does not meet the minimum EBITDA threshold in a given quarter, no bonus is payable under the Incentive Plan for that quarter. Bonuses will be subject to adjustment in the event the Company’s year-end audit results in restatement of a prior quarter’s EBITDA. During the years ended December 31, 2017 and 2016, a total of $180,000 and $104,000, respectively, was earned under the Incentive Plan. As of December 31, 2017 and 2016, $90,000 and $52,000, respectively, is included in accrued expenses (see Note 14). Private Sale of Common Stock On December 22, 2016, Brian Tepfer and Scott Tepfer each sold 500,000 shares of the Company’s common stock at $1.00 per share to an investment fund (the “Purchaser”) and each issued to the Purchaser a five-year option to purchase an additional 500,000 shares of the Company’s common stock at $1.00 per share. On June 2, 2017, they each sold the Purchaser 679,419 shares at $1.00 per share. The securities were sold in private transactions which was initiated by an investment fund that has investment power on behalf of the Purchaser. As an inducement to the Purchaser, the Company granted demand and piggy back registration rights to the Purchaser and another shareholder of the Company over which the investment fund exercises investment power. If the registration rights are exercised, the two investment funds will pay the legal and other expenses of the Company. Legal Proceedings From time to time, the Company is a party to or otherwise involved in legal proceedings arising in the normal and ordinary course of business. As of the date of this report, the Company is not aware of any proceeding, threatened or pending, against the Company which, if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position. Operating Leases The Company leases space for operations, sales, customer support and corporate purposes under a lease agreement that expires in August 2018. The Company also leases space for its warehouse and office under a lease that expires in September 2021. The leases contain provisions requiring the Company to pay maintenance, property taxes and insurance and require scheduled rent increases. Rent expense is recognized on a straight-line basis over the terms of the leases. Rent expense, amounting to $346,000 and $235,000 for the years ended December 31, 2017 and 2016, respectively, is included in general and administrative expense in the consolidated statements of operations. Future annual minimum payments due under the leases are summarized as follows: Year ended December 31, 2018 $ 303,598 2019 225,017 2020 231,767 2021 177,268 $ 937,650

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Stockholders' Equity	Note 10 – Stockholders’ Equity Private Placement of Common Stock In November 2017, the Company sold 7,880,000 shares of its common stock at $0.50 per share for gross proceeds of $3,940,000 in a private placement to certain accredited investors, including the Company’s Chief Executive Officer. Net proceeds, after the payment of legal and other expenses, amounted to $3,876,067. The Company intends to use the proceeds for general working capital and the funding of a $310,000 reserve account as required under the Second Amendment.

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	Note 11 - Stock-Based Compensation Stock Option Grants On April 12, 2017, the Company amended its 2008 Equity Incentive Plan (the “Plan”) to increase the number of authorized shares of common stock under the Plan by 150,000 shares, increasing the available number of shares authorized under the Plan to 1,732,023 shares. The Plan is administered by the board of directors. Under the Plan, the board of directors is authorized to grant awards to employees, consultants and any other persons to whom the Plan is applicable and to determine the number and types of such awards and the terms, conditions, vesting and other limitations applicable to each such award. The Plan provides for the issuance of both incentive stock options (“ISO’s”) and non-qualified stock options (“NQO’s”). ISO’s can only be granted to employees and NQO’s can be granted to directors, officers, employees, consultants, independent contractors and advisors. As of December 31, 2017, there were 258,855 shares of common stock available for issuance under the Plan. The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The risk free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average of the Company’s long-term implied volatility, the expected life is based on the estimated average of the life of options using the simplified method, and forfeitures are estimated on the date of grant based on certain historical data. The Company utilizes the simplified method to determine the expected life of its options due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. On May 11, 2017, the Company granted an aggregate of 265,000 stock options to certain employees for future services. These options had a fair value of $151,100, using the Black-Scholes option pricing model with the following assumptions: Risk-free interest rate 1.55 % Expected dividend yield 0 % Expected volatility 139.48 % Expected term 3.5 years The options are exercisable over a five-year term and vest over three years. The Company recorded $29,000 during the year ended December 31, 2017, respectively, as compensation expense pertaining to these grants. During the year ended December 31, 2016, the Company granted 10,000 stock options to an employee for future services. These options had a fair value of $8,800, using the Black-Scholes option pricing model with the following assumptions: Risk-free interest rate 0.94 % Expected dividend yield 0 % Expected volatility 166.35 % Expected term 3.5 years The options are exercisable over a five-year term and vest over three years. The Company recorded $3,000 and $2,000 during the years end December 31, 2017 and 2016, respectively, as compensation expense pertaining to these grants. The following table summarizes the Company’s stock option activity for the year ended December 31, 2017: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding - December 31, 2016 434,998 $ 2.59 1.7 $ — Granted 265,000 0.70 Exercised — — Forfeited or Canceled (217,998 ) 2.93 Outstanding – December 31, 2017 482,000 $ 1.39 3.2 $ — Exercisable – December 31, 2017 241,168 $ 2.04 2.1 $ — The Company recorded non-cash compensation expense of $45,000 and $18,000 for the years ended December 31, 2017 and 2016, respectively, pertaining to stock option grants. The weighted-average grant date fair value of options granted during the years ended December 31, 2017 and 2016 was $0.57 and $0.88, respectively. Total unrecognized compensation expense related to unvested stock options at December 31, 2017 amounts to $137,000 and is expected to be recognized over a weighted average period of 2.2 years. The following table summarizes the Company’s stock option activity for non-vested options for the year ended December 31, 2017: Number of Options Weighted Average Grant Date Fair Value Balance at December 31, 2016 45,001 $ 0.86 Granted 265,000 0.57 Vested (62,502 ) (0.66 ) Forfeited or Canceled (6,667 ) (1.28 ) Balance at December 31, 2017 240,832 $ 0.59 Warrants As of December 31, 2017 and 2016, there were 797,083 warrants and 801,250 warrants outstanding and exercisable, respectively, with a weighted average exercise price of $3.19 per share. The weighted average remaining contractual life of the warrants outstanding and exercisable at December 31, 2017 and 2016 was 1.6 and 2.8 years, respectively, and the aggregate intrinsic value was $0. The Company did not grant any warrants to purchase shares of common stock during the years ended December 31, 2017 and 2016. There was no expense pertaining to warrants recorded during the year ended December 31, 2017 and 2016. Restricted Stock Awards and Restricted Stock Units On January 1, 2016, the Company granted 5,208 restricted stock units (“RSUs”) to its Chief Financial Officer. The RSUs vested monthly over a three-month period through March 31, 2016, subject to continued service on each applicable vesting date. The RSUs have no voting or dividend rights. The fair value of the common stock on the date of grant was $1.23 per share, based upon the closing market price on the grant date. The aggregate grant date fair value of the award amounted to $6,000, which was recorded as compensation expense during the year ended December 31, 2016. On January 6, 2016, the Company granted 250,000 RSUs to the directors of the Company’s Board of Directors. The RSUs vest in two equal annual increments, subject to continued service on each vesting date, with the first vesting date being one year from the grant date, and full vesting upon a change in control. The RSUs will be delivered three years from the date of grant. The RSUs have no voting or dividend rights. The fair value of the common stock on the date of grant was $1.23 per share, based upon the closing market price on the grant date. The aggregate grant date fair value of the awards amounted to $308,000. The Company recorded $154,000 of compensation expense during the years ended December 31, 2017 and 2016 related to this award. On April 1, 2016, the Company granted 6,433 RSUs to its Chief Financial Officer. The RSUs vested monthly over a three-month period through June 30, 2016, subject to continued service on each applicable vesting date. The RSUs have no voting or dividend rights. The fair value of the common stock on the date of grant was $1.15 per share, based upon the closing market price on the grant date. The aggregate grant date fair value of the award amounted to $7,000, which was recorded as compensation expense during the year ended December 31, 2016. On April 18, 2016, the Company granted 7,000 fully vested shares of common stock to an advisor for services provided. The fair value of the common stock on the date of grant was $0.80 per share, based upon the closing market price on the grant date. The aggregate grant date fair value of the award amounted to $5,600, which was recorded as compensation expense during the year ended December 31, 2016. During the three months ended June 30, 2016, the Company granted an aggregate of 6,000 fully vested shares of common stock to its Chief Financial Officer. The fair value of the common stock on the dates of grant ranged from $0.90 to $1.00 per share, based upon the closing market price on the respective grant dates. The aggregate grant date fair value of the awards amounted to $6,000, which was recorded as compensation expense during the year ended December 31, 2016. During the year ended December 31, 2016, the Company granted 18,000 fully vested shares of common stock to an advisor for services provided. The fair value of the common stock on the dates of grant ranged from $0.51 to $1.00 per share. The aggregate grant date fair value of the award amounted to $16,000, which was recorded as compensation expense during the year ended December 31, 2016. On July 1, 2016, the Company granted 6,379 RSUs to its Chief Financial Officer. The RSUs vested monthly over a three-month period through September 30, 2016, subject to continued service on each applicable vesting date. The RSUs have no voting or dividend rights. The fair value of the common stock on the date of grant was $0.90 per share, based upon the closing market price on the grant date. The aggregate grant date fair value of the award amounted to $6,000, which was recorded as compensation expense during the year ended December 31, 2016. During the year ended December 31, 2017, the Company granted 24,000 fully vested shares of common stock to an advisor for services provided. The fair value of the common stock on the dates of grant ranged from $0.49 to $0.85 per share. The aggregate grant date fair value of the awards amounted to $15,800, which was recorded as compensation expense during the year ended December 31, 2017, respectively. During the year ended December 31, 2017, the Company granted 2,000 fully vested shares of common stock to an advisor for services provided. The fair value of the common stock on the date of grant ranged from $0.70 to $0.80 per share. The aggregate grant date fair value of the awards amounted to $1,500, which $was recorded as compensation expense during the year ended December 31, 2017. A summary of the restricted stock award and RSU activity for the year ended December 31, 2017 is as follows: Number of Unvested Outstanding at December 31, 2016 793,333 Granted 26,000 Forfeited — Vested (406,000 ) Unvested Outstanding at December 31, 2017 413,333 The Company recorded non-cash compensation expense of $459,000 and $507,000 for the years December 31, 2017 and 2016, respectively. Total unrecognized compensation expense related to unvested stock awards and unvested restricted stock units at December 31, 2017 amounts to $257,000 and is expected to be recognized over a weighted average period of 0.6 years.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Note 12 - Income Taxes The Company recognizes deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. The Company established a valuation allowance to reflect the likelihood of realization of deferred tax assets. The valuation allowance at December 31, 2017 was approximately $7,035,000. The net change in the valuation allowance during the year ended December 31, 2017 was a decrease of approximately $1,695,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred tax asset to warrant the application of a full valuation allowance as of December 31, 2017 and 2016. The Company has a net operating loss carryforward totaling approximately $17,239,000 at December 31, 2017, expiring through 2037. Pursuant to Code Sec. 382 of the Internal Revenue Code, the utilization of net operating loss carryforwards may be limited as a result of a cumulative change in stock ownership of more than 50% over a three year period. The Company underwent such a change and consequently, the utilization of a portion of the net operating loss carryforwards is subject to certain limitations. Temporary differences are approximately as follows: December 31, 2017 2016 Accrued expenses $ 203,000 $ 238,000 Inventory reserve 67,000 42,000 Allowance for doubtful accounts — 1,000 Intangible Assets (518,000 ) (1,092,000 ) Fixed Assets (279,000 ) (415,000 ) Charitable Contributions 2,000 2,000 Stock Options 1,805,000 2,811,000 Net operating loss carryover 5,755,000 7,143,000 Deferred tax assets 7,035,000 8,730,000 Less: valuation allowance (7,035,000 ) (8,730,000 ) Net deferred tax assets $ — $ — The actual tax benefit differs from the expected tax benefit for the years ended December 31, 2017 and 2016 (computed by applying the U.S. Federal Corporate income tax rate of 34%) as follows: December 31, 2017 2016 Expected tax benefit $ 4,182,000 $ 1,262,000 State income taxes, net of federal benefit 72,000 66,000 Permanent items (3,267,000 ) (416,000 ) Change in tax rate (2,664,000 ) (200,000 ) True-up (18,000 ) (308,000 ) Change in valuation allowance 1,695,000 (404,000 ) Actual tax benefit $ — $ —

Customer and Vendor Concentrati

Customer and Vendor Concentrations	12 Months Ended
	Dec. 31, 2017
Risks and Uncertainties [Abstract]
Customer and Vendor Concentrations	Note 13 – Customer and Vendor Concentrations Customer Concentration During the year ended December 31, 2017 and 2016, there were no customers that represented at least 10% of revenues. During the year ended December 31, 2017 and 2016, 62% and 64% of the Company’s revenues, respectively, were originated in the United States, 18% and 22% of the Company’s revenues, respectively, were originated in Europe and 14% and 12% of the Company’s revenues were originated in Hong Kong. At December 31, 2017, two customers represented at least 10% of accounts receivable, accounting for 26% and 18% of the Company’s accounts receivable. At December 31, 2016, two customers represented at least 10% of accounts receivable, accounting for 22% and 15% of the Company’s accounts receivable. Vendor Concentration During the year ended December 31, 2017, three vendors represented at least 10% of purchases, accounting for 47%, 23% and 11% of the Company’s purchases. During the year ended December 31, 2016, one vendor represented at least 10% of purchases, accounting for 72% of the Company’s purchases. At December 31, 2017, one vendor represented at least 10% of accounts payable, accounting for 82% of accounts payable. At December 31, 2016, one vendor represented at least 10% of accounts payable, accounting for 52% of accounts payable.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 14 – Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued for potential recognition or disclosure. Other than as described in Note 6 and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Effective March 16, 2018, Mr. Raman, Brian Tepfer and Scott Tepfer’s base salary was reduced to $150,000 per year and each of them also agreed to waive any bonuses due to them under the Incentive Plan.

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Principals of Consolidation	Principals of Consolidation The accompanying consolidated financial statements include the accounts of uSell and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Segment Information	Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company and its Chief Executive Officer view the Company’s operations and manage its business as one operating segment.
Use of Estimates	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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from these estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents All highly liquid investments with an original maturity of 90 days or less when purchased are considered to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. Cash equivalents generally consist of money market accounts.
Accounts Receivable	Accounts Receivable Accounts receivable represent obligations from the Company’s customers and are recorded net of allowances for cash discounts, doubtful accounts, and sales returns. The Company’s policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $0 and $1,600 at December 31, 2017 and 2016, respectively.
Inventory, net	Inventory, net Inventory, comprised of all finished goods, is stated at the lower of cost (average cost method) or net realizable value. Inventory is recorded net of allowances. Allowances for slow-moving or obsolete inventory are provided based on historical experience of a variety of factors, including sales volume, product life and levels of inventory at the end of the period. The provision for slow-moving for inventory amounted to $170,000 and $115,000 for the years ended December 31, 2017 and 2016, respectively, Substantially all of the Company’s inventory purchases are paid for before inventory is received in the Company’s warehouse. Prepaid inventory amounted to approximately $474,000 and $221,000 at December 31, 2017 and 2016, respectively, and is included in inventory, net in the accompanying consolidated balance sheets.
Property and Equipment	Property and Equipment Property and equipment represent costs associated with leasehold improvements, software, and computer and office equipment. Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation on property and equipment is calculated on the straight-line basis over the estimated useful lives of the related assets, which typically range from three to five years. Leasehold improvements are amortized over the shorter of the estimated useful lives or the remaining lease term. Maintenance and repairs are expensed as incurred; expenditures that enhance the value of property or extend their useful lives are capitalized. When assets are sold or returned, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in income.
Capitalized Technology Costs	Capitalized Technology Costs In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software, the Company capitalizes certain external and internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized technology costs are amortized over the estimated useful lives of the software assets on a straight-line basis, generally not exceeding three years.
Goodwill and Intangible Assets	Goodwill and Intangible Assets The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (December 31 for the Company) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Among other relevant events and circumstances that affect the fair value of reporting units, the Company considers individual factors such as macroeconomic conditions, changes in the Company’s industry and the markets in which the Company operates, as well as the Company’s historical and expected future financial performance. Prior to January 1, 2017, when conducting its annual goodwill impairment assessment, the Company initially performed a qualitative evaluation of whether it is more likely than not that goodwill was impaired. If it was determined by a qualitative evaluation that it was more likely than not that goodwill was impaired, the Company then applied a two-step impairment test. The two-step impairment test first compared the fair value of the Company’s reporting unit to its carrying or book value. If the fair value of the reporting unit exceeded its carrying value, goodwill was not impaired and the Company was not required to perform further testing. If the carrying value of the reporting unit exceeded its fair value, the Company determined the implied fair value of the reporting unit’s goodwill and if the carrying value of the reporting unit’s goodwill exceeded its implied fair value, then an impairment loss equal to the difference was recorded in the consolidated statements of operations. Effective January 1, 2017, the Company prospectively adopted the provisions of ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates the second step of the goodwill impairment test. Therefore, for goodwill impairment tests occurring after January 1, 2017, if the carrying value of a reporting unit exceeds its fair value, the Company will measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The valuation of fair value for reporting units is determined based on a discounted future cash flow model that uses six years of projected cash flows and a terminal value based on growth assumptions. Rates used to discount cash flows are dependent upon interest rates and the cost of capital based on the Company’s industry and capital structure, adjusted for equity and size risk premiums based on market capitalization. Estimates of future cash flows are dependent on the Company’s knowledge and experience about past and current events and assumptions about conditions expected to exist, including long-term growth rates, capital requirements and useful lives. The Company’s estimates of cash flows are also based on historical and future operating performance, economic conditions and actions the Company expects to take. In making its assessments of fair value, the Company relies on its knowledge and experience about past and current events and assumptions about conditions expected to exist in the future. These assumptions are based on a number of factors, including future operating performance, economic conditions, actions the Company expects to take and present value techniques. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. It is possible that assumptions underlying the impairment analysis will change in such a manner that impairment in value may occur in the future. As a result of recurring and projected operating losses, the Company undertook a review of the carrying amount of its goodwill as of December 31, 2017. The Company performed its review based on both qualitative and quantitative factors and determined that the carrying value of the Company’s reporting unit exceeded its fair value. Accordingly, the Company recorded a goodwill impairment charge of $8,449,000 in the accompanying consolidated statement of operations for the year ended December 31, 2017. Intangible assets represent customer relationships and trade names/trademarks related to We Sell Cellular. Finite lived assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite lived intangible assets are not amortized, but instead are subject to annual impairment evaluation. The Company periodically reviews the carrying values of its intangible assets and other long-lived assets when events or changes in circumstances indicate that it is more likely than not that their carrying values may exceed their fair values, and records an impairment charge when considered necessary. When circumstances indicate that an impairment of value may have occurred, the Company tests such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the carrying amount of the asset over its estimated fair value, is recognized. The cash flow estimates used in such calculations are based on estimates and assumptions, using all available information that management believes is reasonable. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest. During the years ended December 31, 2017 and 2016, the Company noted no indicators of impairment.
Debt Issue Costs	Debt Issue Costs Debt issuance costs incurred in connection with the Company’s debt are capitalized and amortized as interest expense over the term of the related debt. In accordance with Accounting Standards Update (“ASU”) No. 2015-03, “Interest—Imputation of Interest,” the Company presents debt issuance costs as a reduction from the carrying amount of debt.
Convertible Instruments	Convertible Instruments The Company reviews all of its convertible instruments for the existence of an embedded conversion feature which may require bifurcation, if certain criteria are met. These criteria include circumstances in which: a) The economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, b) The hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur, and c) A separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to certain requirements (except for when the host instrument is deemed to be conventional). A bifurcated derivative financial instrument may be required to be recorded at fair value and adjusted to market at each reporting period end date. In addition, the Company may be required to classify certain stock equivalents issued in connection with the underlying debt instrument as derivative liabilities. For convertible instruments that the Company has determined should not be bifurcated from their host instruments, the Company records discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. Also when necessary, the Company records deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the financing transaction and the effective conversion price embedded in the preferred shares. Finally, if necessary, the Company will determine the existence of liquidated damage provisions. Liquidated damage provisions are not marked to market, but evaluated based upon the probability that a related liability should be recorded.
Common Stock Purchase Warrants and Derivative Financial Instruments	Common Stock Purchase Warrants and Derivative Financial Instruments The Company reviews any common stock purchase warrants and other freestanding derivative financial instruments at each balance sheet date and classifies them on the consolidated balance sheet as: a) Equity if they (i) require physical settlement or net-share settlement, or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), or b) Assets or liabilities if they (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that its outstanding common stock purchase warrants satisfied the criteria for classification as equity instruments at December 31, 2017 and 2016.
Revenue Recognition	Revenue Recognition Revenue is recognized when all of the following conditions exist: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured. Principal Device Revenue The Company, through We Sell Cellular, generates revenue from the sales of its cellular telephones and related equipment. The Company recognizes revenue “FOB shipping point” on such sales. Delivery to the customer is deemed to have occurred when the customer takes title to the product. Generally, title passes to the customer when the products leave the Company’s warehouse. Payment terms generally require payment once an order is placed. The Company allows customers to return product within 30 days of shipment if the product is defective. Allowances for product returns are recorded as a reduction of sales at the time revenue is recognized based on historical data. The estimate of the allowance for product returns amounted to approximately $267,000 and $130,000 at December 31, 2017 and 2016, respectively, and is recorded in accrued expenses in the accompanying consolidated balance sheets. Agent Commission Revenue Sellers on the Company’s uSell.com website are shown a list of offers from third party buyers interested in purchasing their devices. If a seller chooses one of these offers, the seller will ship their device directly to the buyer. The buyer is then responsible for testing the device, servicing the customer, and ultimately paying the seller for the device or returning it. The Company charges a commission to the buyers only when the seller sends in a device and is successfully paid for it. As such, the Company recognizes Agent Commission Revenue upon payment to the seller. Fulfillment Revenue The Company offers fulfillment services on behalf of its buyers for the items sold using the Agent Commission Revenue approach outlined above. The Company acts as the agent in these fulfillment services transactions, passing orders booked by its buyers to its third party fulfillment vendor, who then assembles the kits and mails them directly to the sellers. The Company earns a standard fee from its buyers and recognizes revenue upon shipment of the kits to the sellers. The Company evaluated the presentation of revenue on a gross versus net basis and determined that since the Company performs as an agent without assuming the risks and rewards of ownership of the goods, revenue should be reported on a net basis. Advertising Revenue Advertising revenues primarily come from payments for text-based sponsored links and display advertisements. Generally, the Company’s advertisers pay the Company on a cost per click, or CPC basis, which means advertisers pay only when someone clicks on one of their advertisements, or on a cost per thousand impression basis, or CPM. Paying on a CPM basis means that advertisers pay the Company based on the number of times their advertisements appear on the Company’s websites or mobile applications. Advertising revenue is recognized as income when the advertising services are rendered. Deferred revenue represents amounts billed to customers or payments received from customers prior to providing services and for which the related revenue recognition criteria have not been met.
Shipping and Handling Cost	Shipping and Handling Costs The Company follows the provisions of ASC Topic 605-45 regarding shipping and handling costs. Shipping and handling costs included in cost of revenue were approximately $566,000 and $519,000 for the years ended December 31, 2017 and 2016, respectively.
Advertising	Advertising Advertising costs are expensed as they are incurred and are included in sales and marketing expenses. Advertising expense amounted to approximately $41,000 and $50,000 for the years ended December 31, 2017 and 2016, respectively.
Share-Based Payment Arrangements	Share-Based Payment Arrangements The Company accounts for stock options in accordance with ASC 718, “Compensation - Stock Compensation.” ASC 718 requires generally that all equity awards be accounted for at their “fair value.” This fair value is measured on the grant date for stock-settled awards, and at subsequent exercise or settlement for cash-settled awards. Fair value is equal to the underlying value of the stock for “full-value” awards such as restricted stock and performance shares, and is estimated using an option-pricing model with traditional inputs for “appreciation” awards such as stock options and stock appreciation rights. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates: previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. The expense resulting from share-based payments is recorded in general and administrative expense in the accompanying consolidated statements of operations. Subsequent modifications to outstanding awards result in incremental cost if the fair value is increased as a result of the modification. Thus, a value-for-value stock option repricing or exchange of awards in conjunction with an equity restructuring does not result in additional compensation cost.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential income tax examinations by federal or state authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of December 31, 2017. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform. The ultimate impact may differ from this provisional amount, possibly materially, as a result of additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of Tax Reform.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institutions. At times, the Company’s cash may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. At December 31, 2017 and 2016, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentrations of credit risk with respect to accounts receivables is minimal due to the large number of customers comprising the Company’s customer base and generally short payment terms.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Financial instruments, including cash and cash equivalents, accounts receivable and accounts payable are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The fair value of debt approximates its carrying amounts as a market rate of interest is attached to the repayment.
Net Loss per Share	Net Loss per Share Basic loss per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period, including stock options and warrants, using the treasury stock method, and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. The computation of diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: Year Ended December 31, 2017 2016 Unvested Restricted Stock 113,334 226,666 Vested and Unvested Restricted Stock Units 493,020 743,020 Stock Warrants 797,083 801,250 Stock Options 482,000 434,998 1,885,437 2,205,934
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standard Board (the “FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 was initially effective for fiscal years beginning after December 15, 2016 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company will adopt the standard on January 1, 2018 using the modified retrospective transition method. The Company completed its detailed review of its revenue recognition methods to determine necessary adjustments to existing accounting policies and procedures and to support an evaluation of the standard’s impact on its consolidated financial statements and disclosures included within the notes to the consolidated financial statements. Based on reviews performed, the Company concluded that its revenues will not be materially impacted by the implementation of this guidance. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). In September 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842)”, which provides additional implementation guidance on the previously issued ASU 2016-02. ASU 2016-02 increases transparency and comparability among organizations by reporting lease assets and lease liabilities, both finance (capital) and operating leases, on the balance sheet and disclosing key information about leasing arrangements. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. The Company adopted the methodologies prescribed by ASU 2016-09 as of January 1, 2017. The adoption of ASU 2016-09 did not have a material effect on the Company’s financial position or results of operations. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”), which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU 206-15 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. ASU 2016-15 provides for retrospective application for all periods presented. The adoption of ASU 2016-15 is not expected to have a material effect on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740)” (“ASU 2016-16”), which reduces the complexity in the accounting standards by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer, other than inventory, when the transfer occurs. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted using a modified retrospective transition approach. The adoption of ASU 2016-15 is not expected to have a material effect on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”), providing specific guidance on the cash flow classification and presentation of changes in restricted cash and restricted cash equivalents. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively. Upon the adoption of the new guidance, the Company will change the presentation of restricted cash in its consolidated statements of cash flows to conform to the new requirements. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business” (“ASU 2017-01”). The amendments in ASU 2017-01 is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the impact of adopting this guidance. In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting “(“ASU 2017-09”). ASU 2017-09 provides clarity and reduces both (i) diversity in practice and (ii) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for all annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The adoption of ASU 2017-11 is not expected to have any impact on the Company’s financial statement presentation or disclosures.

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Schedule of potentially anti-dilutive securities	The computation of diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: Year Ended December 31, 2017 2016 Unvested Restricted Stock 113,334 226,666 Vested and Unvested Restricted Stock Units 493,020 743,020 Stock Warrants 797,083 801,250 Stock Options 482,000 434,998 1,885,437 2,205,934

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consists of the following at December 31, 2016 and 2015: 2017 2016 Machinery and Equipment $ 122,714 $ 89,690 Leasehold Improvements 159,215 139,254 Computer Software 21,564 21,564 Furniture and Fixtures 5,645 5,645 309,138 256,153 Less: Accumulated Depreciation (121,082 ) (64,196 ) Property and Equipment, Net $ 188,056 $ 191,957

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Intangible assets, net is as follows: December 31, 2017 Useful Lives Gross Accumulated Net Carrying Trade Name 7 $ 2,622,000 $ (811,564 ) $ 1,810,436 Customer Relationships 5 2,008,000 (870,142 ) 1,137,858 eBay Reputation Relationship 1 369,000 (369,000 ) — Non-Compete Agreement 1 283,000 (283,000 ) — Intangible assets, net $ 5,282,000 $ (2,333,706 ) $ 2,948,294 December 31, 2016 Useful Lives Gross Accumulated Net Carrying Trade Name 7 $ 2,622,000 $ (436,996 ) $ 2,185,004 Customer Relationships 5 2,008,000 (468,538 ) 1,539,462 eBay Reputation Relationship 1 369,000 (369,000 ) — Non-Compete Agreement 1 283,000 (283,000 ) — Intangible assets, net $ 5,282,000 $ (1,557,534 ) $ 3,724,466
Schedule of future annual estimated amortization expense	Future annual estimated amortization expense is summarized as follows: Years ending December 31, 2018 $ 776,171 2019 776,171 2020 709,229 2021 374,571 2022 312,152 $ 2,948,294

Capitalized Technology, Net (Ta

Capitalized Technology, Net (Tables)	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of capitalized technology	Capitalized technology consists of the following at December 31, 2017 and 2016: 2017 2016 Gross value $ 3,707,688 $ 3,171,414 Accumulated amortization (2,839,239 ) (2,237,221 ) Net value $ 868,449 $ 934,193
Schedule of future annual estimated amortization expense	Future annual estimated amortization expense is summarized as follows: Years ending December 31, 2018 $ 481,376 2019 290,653 2020 96,420 $ 868,449

Promissory Notes (Tables)

Promissory Notes (Tables)	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Schedule of notes	At December 31, 2017, the Company’s Notes (as defined below) is comprised of the following: Total Notes $ 8,660,000 Less: Unamortized discount and debt issue costs (334,645 ) Total Notes, net of unamortized discount and debt issue costs $ 8,325,355

Capital Lease Obligations (Tabl

Capital Lease Obligations (Tables)	12 Months Ended
	Dec. 31, 2017
Leases [Abstract]
Schedule of future minimum lease payments under the capital lease	The future minimum lease payments under the capital lease at December 31, 2017 is as follows: Years ending December 31, 2018 $ 18,611 2019 18,611 2020 18,611 2021 13,506 2022 550 69,889 Less: Amounts representing interest 9,436 Principal portion 60,453 Less: Current portion 14,400 Capital lease obligations, net of current portion $ 46,053

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Schedule of future annual minimum payments due under the operating leases	Future annual minimum payments due under the leases are summarized as follows: Year ended December 31, 2018 $ 303,598 2019 225,017 2020 231,767 2021 177,268 $ 937,650

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of stock options valuation assumptions	These options had a fair value of $151,100, using the Black-Scholes option pricing model with the following assumptions: Risk-free interest rate 1.55 % Expected dividend yield 0 % Expected volatility 139.48 % Expected term 3.5 years These options had a fair value of $8,800, using the Black-Scholes option pricing model with the following assumptions: Risk-free interest rate 0.94 % Expected dividend yield 0 % Expected volatility 166.35 % Expected term 3.5 years
Schedule of stock options activity	The following table summarizes the Company’s stock option activity for the year ended December 31, 2017: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding - December 31, 2016 434,998 $ 2.59 1.7 $ — Granted 265,000 0.70 Exercised — — Forfeited or Canceled (217,998 ) 2.93 Outstanding – December 31, 2017 482,000 $ 1.39 3.2 $ — Exercisable – December 31, 2017 241,168 $ 2.04 2.1 $ —
Schedule of non-vested options	The following table summarizes the Company’s stock option activity for non-vested options for the year ended December 31, 2017: Number of Options Weighted Average Grant Date Fair Value Balance at December 31, 2016 45,001 $ 0.86 Granted 265,000 0.57 Vested (62,502 ) (0.66 ) Forfeited or Canceled (6,667 ) (1.28 ) Balance at December 31, 2017 240,832 $ 0.59
Schedule of restricted stock award activity	A summary of the restricted stock award and RSU activity for the year ended December 31, 2017 is as follows: Number of Unvested Outstanding at December 31, 2016 793,333 Granted 26,000 Forfeited — Vested (406,000 ) Unvested Outstanding at December 31, 2017 413,333

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of net deferred tax asset	Temporary differences are approximately as follows: December 31, 2017 2016 Accrued expenses $ 203,000 $ 238,000 Inventory reserve 67,000 42,000 Allowance for doubtful accounts — 1,000 Intangible Assets (518,000 ) (1,092,000 ) Fixed Assets (279,000 ) (415,000 ) Charitable Contributions 2,000 2,000 Stock Options 1,805,000 2,811,000 Net operating loss carryover 5,755,000 7,143,000 Deferred tax assets 7,035,000 8,730,000 Less: valuation allowance (7,035,000 ) (8,730,000 ) Net deferred tax assets $ — $ —
Schedule of actual tax benefit differs from the expected tax benefit	The actual tax benefit differs from the expected tax benefit for the years ended December 31, 2017 and 2016 (computed by applying the U.S. Federal Corporate income tax rate of 34%) as follows: December 31, 2017 2016 Expected tax benefit $ 4,182,000 $ 1,262,000 State income taxes, net of federal benefit 72,000 66,000 Permanent items (3,267,000 ) (416,000 ) Change in tax rate (2,664,000 ) (200,000 ) True-up (18,000 ) (308,000 ) Change in valuation allowance 1,695,000 (404,000 ) Actual tax benefit $ — $ —

Organization and Business (Deta

Organization and Business (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 390,810	$ 1,657,422	$ 1,047,786
Increase (decrease) in working capital	764,000
Accumulated deficit	(70,688,134)	(58,386,728)
Net loss	(12,301,406)	(3,711,738)
Goodwill impairment charge	8,449,000
Cash used in operating activities	$ (4,752,728)	$ (408,975)

Significant Accounting Policies

Significant Accounting Policies (Details) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Antidilutive securities excluded from computation of earnings per share amount	1,885,437	2,205,934
Unvested Restricted Stock [Member]
Antidilutive securities excluded from computation of earnings per share amount	113,334	226,666
Vested and Unvested Restricted Stock Units [Member]
Antidilutive securities excluded from computation of earnings per share amount	493,020	743,020
Stock Warrants [Member]
Antidilutive securities excluded from computation of earnings per share amount	797,083	801,250
Stock Options [Member]
Antidilutive securities excluded from computation of earnings per share amount	482,000	434,998

Significant Accounting Polici33

Significant Accounting Policies (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)Segment	Dec. 31, 2016USD ($)
Number of operating segments | Segment	1
Allowance for doubtful accounts receivable	$ 0	$ 1,600
Provision for inventory	170,000	115,000
Perpaid inventory	474,000	221,000
Goodwill impairment charge	$ 8,449,000
Description of returns product terms	The Company allows customers to return product within 30 days of shipment if the product is defective.
Shipping and handling costs	$ 566,000	519,000
Advertising expense	$ 41,000	50,000
Old statutory income tax rate	35.00%
New statutory income tax rate	21.00%
Capitalized Technology [Member]
Intagible assets useful life	3 years
Minimum [Member]
Useful life of property and equipment	3 years
Maximum [Member]
Useful life of property and equipment	5 years
Cellular Telephones and Related Equipment [Member]
Sales returns allowances	$ 267,000	$ 130,000

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	$ 309,138	$ 256,153
Less: Accumulated Depreciation	(121,082)	(64,196)
Property and Equipment, Net	188,056	191,957
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	122,714	89,690
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	159,215	139,254
Computer Software [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	21,564	21,564
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	$ 5,645	$ 5,645

Property and Equipment (Detai35

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 58,000	$ 45,000

Intangible Assets, Net (Details

Intangible Assets, Net (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 5,282,000	$ 5,282,000
Accumulated amortization	(2,333,706)	(1,557,534)
Net value	2,948,294	3,724,466
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,622,000	2,622,000
Accumulated amortization	(811,564)	(436,996)
Net value	$ 1,810,436	$ 2,185,004
Useful Lives	7 years	7 years
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 2,008,000	$ 2,008,000
Accumulated amortization	(870,142)	(468,538)
Net value	$ 1,137,858	$ 1,539,462
Useful Lives	5 years	5 years
eBay Reputation Relationship [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 369,000	$ 369,000
Accumulated amortization	(369,000)	(369,000)
Net value
Useful Lives	1 year	1 year
Non-Compete Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 283,000	$ 283,000
Accumulated amortization	(283,000)	(283,000)
Net value
Useful Lives	1 year	1 year

Intangible Assets, Net (Detai37

Intangible Assets, Net (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Years ending December 31,
2,018	$ 776,171
2,019	776,171
2,020	709,229
2,021	374,571
2,022	312,152
Total	$ 2,948,294	$ 3,724,466

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 776,000	$ 1,319,000

Capitalized Technology, Net (De

Capitalized Technology, Net (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Gross value	$ 5,282,000	$ 5,282,000
Accumulated amortization	2,333,706	1,557,534
Net value	2,948,294	3,724,466
Capitalized Technology [Member]
Gross value	3,707,688	3,171,414
Accumulated amortization	(2,839,239)	(2,237,221)
Net value	$ 868,449	$ 934,193

Capitalized Technology, Net (40

Capitalized Technology, Net (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Years ending December 31,
2,018	$ 776,171
2,019	776,171
2,020	709,229
Total	2,948,294	$ 3,724,466
Capitalized Technology [Member]
Years ending December 31,
2,018	481,376
2,019	290,653
2,020	96,420
Total	$ 868,449	$ 934,193

Capitalized Technology, Net (41

Capitalized Technology, Net (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Amortization expense	$ 776,000	$ 1,319,000
Capitalized Technology [Member]
Amortization expense	$ 602,000	$ 548,000
Useful Lives	3 years

Promissory Notes (Details)

Promissory Notes (Details) - New Note Purchase Agreement [Member] - Secured Term Note [Member] - BAM Administrative Services, LLC & Institutional Investor (Purchaser) [Member]	Dec. 31, 2017USD ($)
Total Notes	$ 8,660,000
Less: Unamortized discount and debt issue costs	(334,645)
Total Notes, net of unamortized discount and debt issue costs	$ 8,325,355

Promissory Note (Details Narrat

Promissory Note (Details Narrative) - USD ($)	Jan. 13, 2017	Dec. 31, 2017	Dec. 31, 2016	Nov. 13, 2017
Amounts of principal outstanding			$ 6,441,000
Payments of debt issuance costs		333,297	$ 99,551
Note Purchase Agreement [Member] | Secured Term Note [Member] | BAM Administrative Services, LLC & Institutional Investor (Purchaser) [Member]
Amounts of principal outstanding	$ 8,080,000
Repayment of debt, principal and interest	8,140,295
Payments of debt issuance costs		360,000
Non-cash interest expense		88,000
Accretion discount		27,000
Contractual interest expense		1,201,000
Accretion fee		$ 109,000
Note Purchase Agreement [Member] | Secured Term Note [Member] | BAM Administrative Services, LLC & Institutional Investor (Purchaser) [Member] | Interest Expense [Member]
Payments of debt issuance costs	966,000
Note Purchase Agreement [Member] | Secured Term Note [Member] | Institutional Investor [Member]
Principal amount	8,660,000
Gross proceeds from debt issuance	$ 8,572,400
Description of debt	The Company paid the Lender a fee equal to 2% of the aggregate original principal amount of the Note and will pay the Lender a monthly maintenance fee based on an annual rate of 0.75% of the aggregate original principal amount of the Note.
Percentage of issue discount	1.00%
Maturity term	3 years
Annually interest rate	13.25%
Debt prepayable rate	3.00%
Note Purchase Agreement (Second Amendment) [Member] | Secured Term Note [Member] | Institutional Investor [Member]
Principal amount				$ 1,000,000
Annually interest rate				15.00%

Special Purpose Entity (Details

Special Purpose Entity (Details Narrative) - Delaware Limited Liability Company [Member] - USD ($)	Jan. 13, 2017	Dec. 31, 2017
Proceeds from membership interest	$ 5,200,000
Purchase of approved inventory	$ 5,000,000
Expense reimbursements		$ 465,000
Due from related party		139,000
Cost of Revenues [Member]
Expense reimbursements		315,000
Selling and Marketing [Member]
Expense reimbursements		$ 150,000

Capital Lease Obligations (Deta

Capital Lease Obligations (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Leases [Abstract]
2,018	$ 18,611
2,019	18,611
2,020	18,611
2,021	13,506
2,022	550
Total	69,889
Less: Amounts representing interest	9,436
Principal portion	60,453
Less: Current portion	14,400	$ 10,664
Capital lease obligations, net of current portion	$ 46,053	$ 47,986

Capital Lease Obligations (De46

Capital Lease Obligations (Details Narrative)	Dec. 31, 2017USD ($)
Capital Lease Obligations [Abstract]
Aggregate present value of the minimum lease payments	$ 75,000
Discount rate	8.60%
Gross amount of capital lease	$ 80,000
Amount of accumulated amortization	$ 18,000

Commitments and Contingencies47

Commitments and Contingencies (Details)	Dec. 31, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,018	$ 303,598
2,019	225,017
2,020	231,767
2,021	177,268
Total	$ 937,650

Commitments and Contingencies48

Commitments and Contingencies (Details Narrative) - USD ($)	Jun. 02, 2017	Dec. 22, 2016	Dec. 31, 2017	Dec. 31, 2016
Lease expiration date			Aug. 31, 2018
Brian Tepfer and Scott Tepfer [Member] | Investment Fund ("Purchaser") [Member] | Private Placement [Member]
Number of shares sold	679,419	500,000
Shares sold (in dollars per share)	$ 1	$ 1
Brian Tepfer and Scott Tepfer [Member] | Investment Fund ("Purchaser") [Member] | Private Placement [Member] | Stock Options [Member]
Number of shares sold		500,000
Shares sold (in dollars per share)		$ 1
Management Incentive Compensation Plan ("Incentive Plan") [Member]
Amount of bonus earned			$ 180,000	$ 140,000
Management Incentive Compensation Plan ("Incentive Plan") [Member] | Accrued Expense [Member]
Amount of earned bonus paid			$ 90,000	52,000
Warehouse and Office [Member]
Lease expiration date			Sep. 30, 2021
General and Administrative Expense [Member]
Rent expense			$ 346,000	$ 235,000

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - Private Placement [Member] - Accredited Investors (including Chief Executive Officer) [Member]	1 Months Ended
	Nov. 30, 2017USD ($)$ / sharesshares
Number of shares sold | shares	7,880,000
Shares sold (in dollars per share) | $ / shares	$ 0.50
Gross proceeds from sold shares	$ 3,940,000
Net proceeds from sold shares	3,876,067
Proceeds for general working capital and funding	$ 310,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2017
Stock Options [Member]
Risk-free interest rate	1.55%
Expected dividend yield	0.00%
Expected volatility	139.48%
Expected term	3 years 6 months
Stock Options One [Member]
Risk-free interest rate	94.00%
Expected dividend yield	0.00%
Expected volatility	16635.00%
Expected term	3 years 6 months

Stock-Based Compensation (Det51

Stock-Based Compensation (Details 1)	12 Months Ended
	Dec. 31, 2017USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning | shares	434,998
Granted | shares	265,000
Exercised | shares
Forfeited or Canceled | shares	(217,998)
Outstanding at ending | shares	482,000
Exercisable at ending | shares	241,168
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding at beginning | $ / shares	$ 2.59
Granted | $ / shares	0.70
Exercised | $ / shares
Forfeited or Canceled | $ / shares	2.93
Outstanding at ending | $ / shares	1.39
Exercisable at ending | $ / shares	$ 2.04
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Life [Roll Forward]
Outstanding at beginning	1 year 8 months 12 days
Outstanding at ending	3 years 2 months 12 days
Exercisable at ending	2 years 1 month 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Roll Forward]
Outstanding at ending | $
Exercisable at ending | $

Stock-Based Compensation (Det52

Stock-Based Compensation (Details 2) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Balance at beginning	45,001
Granted	265,000
Vested	(62,502)
Forfeited or Canceled	(6,667)
Balance at ending	240,832	45,001
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Balance at beginning	$ 0.86
Granted	0.57	$ 0.88
Vested	(0.66)
Forfeited or Canceled	(1.28)
Balance at ending	$ 0.59	$ 0.86

Stock-Based Compensation (Det53

Stock-Based Compensation (Details 3)	12 Months Ended
	Dec. 31, 2017shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Balance at beginning	793,333
Granted	26,000
Forfeited
Vested	(406,000)
Balance at ending	413,333

Stock-Based Compensation (Det54

Stock-Based Compensation (Details Narrative) - USD ($)	May 11, 2017	Apr. 12, 2017	Dec. 31, 2017	Dec. 31, 2016
Number of options granted			265,000
Exercisable term			2 years 1 month 6 days
Non-cash compensation expense			$ 45,000	$ 18,000
Weighted-average grant date fair value of options granted			$ 0.57	$ 0.88
Total unrecognized compensation expense			$ 137,000
Unrecognized compensation expense weighted average period			2 years 2 months 12 days
Remaining value of the stock options
Warrant [Member]
Number of warrants outstanding			797,083	801,250
Number of warrants exercisable			797,083	801,250
Weighted average exercise price (in dollars per share)			$ 3.19	$ 3.19
Weighted average remaining contractual life outstanding & exercisable			1 year 7 months 6 days	2 years 9 months 18 days
Aggregate intrinsic value			$ 0
Restricted Stock Units (RSUs) [Member]
Total unrecognized compensation expense			$ 257,000
Unrecognized compensation expense weighted average period				7 months
Stock Options [Member]
Number of options granted	265,000
Option fair value	$ 151,100
Exercisable term			5 years
Vesting term			3 years
Option granted share based compensation expense			$ 29,000
Stock Options One [Member]
Number of options granted				10,000
Option fair value				$ 8,800
Exercisable term				5 years
Vesting term				3 years
Option granted share based compensation expense			$ 3,000	$ 2,000
Equity Incentive Plan 2008 [Member]
Increase in number of shares authorized		150,000
Number of shares authorized			1,732,023
Number of shares available for issuance			258,855

Stock-Based Compensation (Det55

Stock-Based Compensation (Details Narrative 1) - USD ($)	Jul. 01, 2016	Apr. 18, 2016	Apr. 01, 2016	Jan. 06, 2016	Jan. 02, 2016	Jun. 30, 2016	Dec. 31, 2017	Dec. 31, 2016
Number of shares granted							26,000
Compensation expense							$ 45,000	$ 18,000
Non-cash compensation expense							$ 504,217	524,841
Unrecognized compensation expense weighted average period							2 years 2 months 12 days
Restricted Stock Units (RSUs) [Member] | Advisor [Member]
Number of shares granted		7,000
Share price (in dollars per share)		$ 0.80
Compensation expense								5,600
Restricted Stock Units (RSUs) [Member] | Ms. Jennifer Calabrese [Member]
Number of shares granted					5,208
Description of vesting rights					Vested monthly over a three-month period through March 31, 2016, subject to continued service on each applicable vesting date.
Description of awards terms					No voting or dividend rights.
Share price (in dollars per share)					$ 1.23
Compensation expense								6,000
Restricted Stock Units (RSUs) [Member] | Director [Member]
Number of shares granted				250,000
Description of vesting rights				Vest in two equal annual increments, subject to continued service on each vesting date, with the first vesting date being one year from the grant date, and full vesting upon a change in control.
Description of awards terms				No voting or dividend rights.
Share price (in dollars per share)				$ 1.23
Compensation expense							$ 154,000	$ 154,000
Expiration period				3 years
Aggregate grant date fair value				$ 308,000
Restricted Stock Units (RSUs) [Member] | Advisor [Member]
Number of shares granted							24,000	18,000
Additional number of shares granted							2,000
Compensation expense							$ 15,800	$ 16,000
Additional compensation expense							$ 1,500
Restricted Stock Units (RSUs) [Member] | Advisor [Member] | Minimum [Member]
Share price (in dollars per share)							$ 0.49	$ 0.51
Share price (in dollars per share)							0.70
Restricted Stock Units (RSUs) [Member] | Advisor [Member] | Maximum [Member]
Share price (in dollars per share)							0.85	$ 1
Share price (in dollars per share)							$ 0.80
Restricted Stock Units (RSUs) [Member] | Ms. Jennifer Calabrese [Member]
Number of shares granted			6,433
Description of vesting rights			Vested monthly over a three-month period through June 30, 2016, subject to continued service on each applicable vesting date.
Description of awards terms			No voting or dividend rights.
Share price (in dollars per share)			$ 1.15
Compensation expense								$ 7,000
Restricted Stock Units (RSUs) [Member] | Ms. Jennifer Calabrese [Member]
Number of shares granted						6,000
Compensation expense								6,000
Restricted Stock Units (RSUs) [Member] | Ms. Jennifer Calabrese [Member] | Minimum [Member]
Share price (in dollars per share)						$ 0.90
Restricted Stock Units (RSUs) [Member] | Ms. Jennifer Calabrese [Member] | Maximum [Member]
Share price (in dollars per share)						$ 1
Restricted Stock Units (RSUs) [Member] | Ms. Jennifer Calabrese [Member]
Number of shares granted	6,379
Description of vesting rights	Vested monthly over a three-month period through September 30, 2016, subject to continued service on each applicable vesting date.
Description of awards terms	No voting or dividend rights.
Share price (in dollars per share)	$ 0.90
Compensation expense								6,000
Restricted Stock Units [Member]
Non-cash compensation expense							$ 459,000	$ 507,000
Unrecognized compensation expense weighted average period								7 months

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Accrued expenses	$ 203,000	$ 238,000
Inventory reserve	67,000	42,000
Allowance for doubtful accounts		1,000
Intangible Assets	(518,000)	(1,092,000)
Fixed Assets	(279,000)	(415,000)
Charitable Contributions	2,000	2,000
Stock Options	1,805,000	2,811,000
Net operating loss carryover	5,755,000	7,143,000
Deferred tax assets	7,035,000	8,730,000
Less: valuation allowance	(7,035,000)	(8,730,000)
Net deferred tax assets

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Expected tax benefit	$ 4,182,000	$ 1,262,000
State income taxes, net of federal benefit	72,000	66,000
Permanent items	(3,267,000)	(416,000)
Change in tax rate	(2,664,000)	(200,000)
True-up	(18,000)	(308,000)
Change in valuation allowance	1,695,000	(404,000)
Actual tax benefit

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Valuation allowances	$ 7,035,000	$ 8,730,000
Decrease in valuation allowances	1,695,000
Net operating loss carryforward	$ 17,239,000
Description of operating loss carryforwards expiration	Expiring through 2037.
Federal corporate income tax rate	34.00%

Customer and Vendor Concentra59

Customer and Vendor Concentrations (Details Narrative) - Customer	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Geographic Concentration Risk [Member] | Accounts Receivable [Member]
Number of customer	2	2
Percentage of concentration risk	10.00%	10.00%
Geographic Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member]
Percentage of concentration risk	26.00%	22.00%
Geographic Concentration Risk [Member] | Accounts Receivable [Member] | Two Customer [Member]
Percentage of concentration risk	18.00%	15.00%
Geographic Concentration Risk [Member] | Sales Revenue, Net [Member]
Number of customer	0	0
Percentage of concentration risk	10.00%	10.00%
Geographic Concentration Risk [Member] | Sales Revenue, Net [Member] | UNITED STATES
Percentage of concentration risk	62.00%	64.00%
Geographic Concentration Risk [Member] | Sales Revenue, Net [Member] | Europe
Percentage of concentration risk	18.00%	22.00%
Geographic Concentration Risk [Member] | Sales Revenue, Net [Member] | HONG KONG
Percentage of concentration risk	14.00%	12.00%
Supplier Concentration Risk [Member] | Purchases [Member]
Number of customer	3	1
Percentage of concentration risk	10.00%	10.00%
Supplier Concentration Risk [Member] | Purchases [Member] | Vendor One [Member]
Percentage of concentration risk	47.00%	72.00%
Supplier Concentration Risk [Member] | Purchases [Member] | Vendor Two [Member]
Percentage of concentration risk	23.00%
Supplier Concentration Risk [Member] | Purchases [Member] | Vendor Three [Member]
Percentage of concentration risk	11.00%
Supplier Concentration Risk [Member] | Accounts Payable [Member]
Number of customer	1	1
Percentage of concentration risk	10.00%	10.00%
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Vendor One [Member]
Percentage of concentration risk	82.00%	52.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Mar. 16, 2018USD ($)
Subsequent Event [Member] | Management Incentive Compensation Plan ("Incentive Plan") [Member] | Brian Tepfer and Scott Tepfer [Member]
Reduction in salary per year	$ 150,000