Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 17, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | BLUE CALYPSO, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 6,007,443 | ||
Entity Public Float | $ 17,418,543 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,399,587 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 730,482 | $ 1,103,201 |
Accounts receivable, net | 247,131 | 167,396 |
Inventory | 41,653 | 0 |
Prepaid expenses and other current assets | 42,370 | 50,356 |
Total current assets | 1,061,636 | 1,320,953 |
Property and equipment, net | 6,682 | 6,315 |
Other assets: | ||
Accounts receivable, long term portion | 71,440 | 0 |
Capitalized software development costs, net of accumulated amortization of $1,344,672 and $986,502 as of December 31, 2015 and 2014, respectively | 817,548 | 794,551 |
Total assets | 1,957,306 | 2,121,819 |
Current liabilities: | ||
Accounts payable | 103,936 | 24,600 |
Accrued expenses | 44,190 | 236,526 |
Settlement payable, short term portion | 119,066 | 0 |
Deferred revenue | 0 | 1,100 |
Convertible note payable, net of debt discounts of $119,115 and $-0-, respectively | 180,885 | 0 |
Deferred rent, short term portion | 2,048 | 0 |
Derivative liabilities | 170,497 | 0 |
Total current liabilities | 620,622 | 262,226 |
Long term debt: | ||
Settlement payable, long term | 71,440 | 0 |
Deferred rent, long term portion | 1,211 | 0 |
Total liabilities | 693,273 | 262,226 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized: Series A convertible preferred stock, $0.0001 par value; 1,700,000 shares designated; -0- and 161,827 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 0 | 16 |
Common stock, $0.0001 par value; 680,000,000 shares authorized, 5,522,146 and 4,902,639 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 552 | 490 |
Additional paid in capital | 36,733,865 | 34,026,321 |
Accumulated deficit | (35,470,384) | (32,167,234) |
Total stockholders' equity | 1,264,033 | 1,859,593 |
Total liabilities and stockholders' equity | $ 1,957,306 | $ 2,121,819 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Capitalized software development costs, accumulated amortization (in Dollars) | $ 1,344,672 | $ 986,502 |
Convertible Debt Discounts (in Dollars) | $ 119,115 | $ 0 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 680,000,000 | 680,000,000 |
Common stock, shares issued | 5,522,146 | 4,902,639 |
Common stock, shares outstanding | 5,522,146 | 4,902,639 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,700,000 | 1,700,000 |
Preferred stock, shares issued | 0 | 161,827 |
Preferred stock, shares outstanding | 0 | 161,827 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUE | $ 1,004,495 | $ 759,889 |
OPERATING EXPENSES: | ||
Cost of revenue | 664,477 | 412,225 |
Sales and marketing | 385,872 | 482,729 |
General and administrative | 2,318,720 | 6,103,628 |
Depreciation and amortization | 364,310 | 344,128 |
Total operating expenses | 3,733,379 | 7,342,710 |
Loss from operations | (2,728,884) | (6,582,821) |
Other income (expense): | ||
Change in fair value of derivative liabilities | 130,331 | 2,030 |
Loss on settlement or conversion inducement of debt | 0 | (413,917) |
Loss on debt modification | (41,434) | 0 |
Terminated offering costs | (283,387) | 0 |
Interest expense | (379,776) | (740,756) |
Total other income (expense) | (574,266) | (1,152,643) |
NET LOSS | $ (3,303,150) | $ (7,735,464) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.65) | $ (1.80) |
Weighted average common shares outstanding, basic and diluted (in Shares) | 5,112,911 | 4,288,826 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Convertible Note [Member]Common Stock [Member] | Convertible Note [Member]Additional Paid-in Capital [Member] | Convertible Note [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2013 | $ 75 | $ 376 | $ 26,297,841 | $ (24,431,770) | $ 1,866,522 | |||
Balance (in Shares) at Dec. 31, 2013 | 750,068 | 3,764,778 | ||||||
Shares issued in connection with exercise of warrants | $ 41 | 1,024,517 | 1,024,558 | |||||
Shares issued in connection with exercise of warrants (in Shares) | 409,823 | |||||||
Shares issued for services rendered | $ 3 | 195,465 | 195,468 | |||||
Shares issued for services rendered (in Shares) | 31,200 | |||||||
Shares issued in connection with exercise of options | $ 1 | 21,727 | $ 21,728 | |||||
Shares issued in connection with exercise of options (in Shares) | 6,400 | 8,400 | ||||||
Sale of common stock associated with private transaction | $ 29 | 1,329,971 | $ 1,330,000 | |||||
Sale of common stock associated with private transaction (in Shares) | 285,000 | |||||||
Conversion of securities | $ (59) | $ 17 | 42 | |||||
Conversion of securities (in Shares) | (588,241) | 173,267 | ||||||
Net shares cancelled in exchange for option exercise (in Shares) | (222) | |||||||
Shares issued in settlement of convertible notes | $ 14 | $ 549,986 | $ 550,000 | |||||
Shares issued in settlement of convertible notes (in Shares) | 139,150 | |||||||
Shares issued as inducement to settle convertible notes | 37,345 | 37,345 | ||||||
Shares issued as inducement to settle convertible notes (in Shares) | 4,400 | |||||||
Loss on warrant modification | 460,949 | 460,949 | ||||||
Loss on debt modification | 376,572 | 376,572 | ||||||
Reclass derivative liability to equity upon note payment | 0 | |||||||
Stock based compensation | $ 9 | 3,731,906 | 3,731,915 | |||||
Stock based compensation (in Shares) | 88,843 | |||||||
Net loss | (7,735,464) | (7,735,464) | ||||||
Balance at Dec. 31, 2014 | $ 16 | $ 490 | 34,026,321 | (32,167,234) | 1,859,593 | |||
Balance (in Shares) at Dec. 31, 2014 | 161,827 | 4,902,639 | ||||||
Shares issued for services rendered | $ 5 | 226,363 | 226,368 | |||||
Shares issued for services rendered (in Shares) | 45,741 | |||||||
Conversion of securities | $ (16) | $ 5 | 11 | |||||
Conversion of securities (in Shares) | (161,827) | 47,646 | ||||||
Sale of common stock and warrants at $4.25 per share, net of issuance costs of $195,900 | $ 48 | 1,854,677 | $ 1,854,725 | |||||
Sale of common stock and warrants at $4.25 per share, net of issuance costs of $195,900 (in Shares) | 482,500 | 482,500 | ||||||
Loss on debt modification | 41,435 | $ 41,435 | ||||||
Reclass derivative liability to equity upon note payment | 1,459 | 1,459 | ||||||
Stock based compensation | $ 4 | 583,599 | 583,603 | |||||
Stock based compensation (in Shares) | 43,620 | |||||||
Net loss | (3,303,150) | (3,303,150) | ||||||
Balance at Dec. 31, 2015 | $ 552 | $ 36,733,865 | $ (35,470,384) | $ 1,264,033 | ||||
Balance (in Shares) at Dec. 31, 2015 | 5,522,146 |
CONSOLIDATED STATEMENT OF STOC6
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Preferred Stock [Member] | ||
Conversion of preferred shares to common shares | $ 0.0679 | |
Common Stock [Member] | ||
Sale of common stock and warrants per share (in Dollars per share) | $ 4.25 | |
Sale of common stock and warrants, issuance costs | $ 195,900 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,303,150) | $ (7,735,464) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 364,310 | 344,128 |
Bad debt expense | 19,141 | 23,762 |
Amortization of debt discounts | 318,050 | 223,419 |
Interest from warrant modification | 0 | 460,949 |
Loss on debt conversion inducement | 0 | 413,917 |
Loss on debt modification | 41,434 | 0 |
Change in fair value of derivative liabilities | (130,331) | (2,030) |
Stock based compensation | 583,603 | 3,731,915 |
Common stock issued for services rendered | 226,368 | 195,468 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (98,876) | (126,857) |
Inventory | (41,653) | 0 |
Prepaid expenses and other current assets | 7,986 | 7,015 |
Accounts payable | 79,335 | (136,625) |
Accrued expenses | (73,270) | 231,648 |
Deferred revenue | (1,100) | 1,100 |
Deferred rent | 3,259 | 0 |
Net cash used in operating activities | (2,004,893) | (2,367,655) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (6,506) | (1,180) |
Software development costs | (381,168) | (149,132) |
Net cash used in investing activities | (387,674) | (150,312) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock and warrants | 1,854,725 | 1,330,000 |
Proceeds from issuance of convertible note | 415,123 | 0 |
Proceeds from exercise of options | 0 | 21,728 |
Proceeds from exercise of warrants | 0 | 1,024,558 |
Repayments of convertible notes payable | (250,000) | (50,000) |
Net cash provided by financing activities | 2,019,848 | 2,326,286 |
Net decrease in cash | (372,719) | (191,681) |
Cash at beginning of period | 1,103,201 | 1,294,882 |
Cash at end of period | 730,482 | 1,103,201 |
SUPPLEMENTAL INFORMATION | ||
Cash paid for interest | $ 81,716 | $ 29,127 |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Reclass derivative liability to equity | $ 1,459 | $ 0 |
Conversion of notes payable to common and preferred stock | $ 0 | $ 550,000 |
NOTE 1 - NATURE OF OPERATIONS A
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Blue Calypso, Inc. (the “Company”) is engaged in the development, licensing and enforcement of technology and intellectual property focused on digital word-of-mouth marketing and advertising. The Company’s primary activities since inception, have been the design and development of its products, negotiating strategic alliances and other agreements, and raising capital. |
NOTE 2 - GOING CONCERN AND MANA
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2015, the Company had cash of $730,482 and working capital of $441,014. During the year ended December 31, 2015, the Company used net cash in operating activities of $2,004,893. While the Company continues to increase its revenues, we have incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. During the year ended December 31, 2015, the Company raised $1,854,725 in cash proceeds from the sale of common stock and warrants and $415,123 through the issuance of a convertible note. The Company believes that its current cash on hand will be sufficient to fund its projected operating requirements through May The Company's primary source of operating funds since inception has been cash proceeds from the private placements of common stock and preferred stock, and proceeds from private placements of convertible debt. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
NOTE 3 - SUMMARY OF SIGNIFICANT
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue includes fees received from customers for advertising and marketing service. Revenue is recognized when services are performed or licenses are granted to customers. Revenue from the licensing of the Company’s intellectual property and settlements reached from legal enforcement of the Company’s patent rights is recognized when the arrangement with the licensee has been signed and the license has been delivered and made effective, provided license fees are fixed or determinable and collectability is reasonably assured. The fair value of licenses achieved by ordinary business negotiations is recognized as revenue. The amount of consideration received upon any settlement or judgment is allocated to each element of the settlement based on the fair value of each element. Elements related to licensing agreements, royalty revenues, net of contingent legal fees, are recognized as revenue in the consolidated statement of operations. Elements that are not related to license agreements and royalty revenue in nature will be reflected as a separate line item within the other income section of the consolidated statements of operations. Elements provided in either settlement agreements or judgments include: the value of a license, legal release, and interest. When settlements or judgments are achieved at discounts to the fair value of a license, the Company allocates the full settlement or judgment, excluding specifically named elements as mentioned above, to the value of the license agreement or royalty revenue under the residual method. Legal release as part of a settlement agreement is recognized as a separate line item in the consolidated statements of operations when value can be allocated to the legal release. When the Company reaches a settlement with a defendant, no value is allocated to the legal release since the existence of a settlement removes legal standing to bring a claim of infringement and without a legal claim, the legal release has no economic value. The element that is applicable to interest income will be recorded as a separate line item in other income. The Company does not assume future performance obligations in its license arrangements. Revenue from licensing and related service fees aggregated $390,506 and $23,798 during the years ended December 31, 2015 and 2014. The Company also has revenue from information technology design and programming consulting services and minor product sales. Revenue is recognized in the periods that satisfactory performance of services is delivered to customers. Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue from consulting services was $501,989 and $736,091 during the years ended December 31, 2015 and 2014. Product sales for the year ended December 31, 2015 was $112,000. Cost of Revenue Legal costs directly related to the settlement of intellectual property and patent enforcement litigation are recognized as cost of revenue. Other legal expenses incurred in the normal course of the Company's business are expensed when incurred as selling, general and administrative expenses. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. As of December 31, 2015, excluding the impact of the allowance for doubtful accounts, three customers represented 10% , 30% and 39% of the Company’s accounts receivable. As of December 31, 2014, two customers represented 62% and 20% of the Company’s accounts receivable. During the year ended December 31, 2015, three customers represented approximately 10%, 25% and 39% of total revenue, respectively. During the year ended December 31, 2014, three customers represented approximately 59%, 18% and 10% of total revenue, respectively. Cash Cash consist of cash held in bank demand deposits. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company maintains cash in bank accounts located in the United States, which, at times, may exceed federally insured limits or be uninsured. The Company has not experienced any losses in such accounts. Accounts Receivable Accounts receivable primarily consists of trade receivables, net of allowances. On a periodic basis, the Company evaluates its trade receivables and establishes an allowance for doubtful accounts based on its history of past bad debt expense, collections and current credit conditions. The Company performs on-going credit evaluations of its customers and the customer’s current credit worthiness. Collections and payments from customers are continuously monitored. The Company maintains an allowance for doubtful accounts, which is based upon historical experience as well as specific customer collection issues that have been identified. As of December 31, 2015 and 2014, the Company’s allowance for doubtful accounts was $42,650 and $23,511, respectively. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required in future periods. Property and Equipment Property and equipment consists of office equipment and is recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which for office equipment is three to five years. Expenditures for major renewals and betterments that extend the useful lives of the property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Intangible Assets The Company capitalizes certain software development costs as well as purchased software upon achieving technological feasibility of the related products. Software development costs incurred and software purchased prior to achieving technological feasibility are charged to engineering and product development expense as incurred. Commencing upon initial product release, capitalized costs are amortized to cost of software licenses using the straight-line method over the estimated life of the product (which approximates the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product), which is generally up to five years. Impairment of Long-lived Assets The Company reviews the carrying value of intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. No impairment was deemed to exist as of December 31, 2015 and 2014. The Company re-evaluates the carrying amounts of its amortizable intangibles at least quarterly to identify any triggering events. As described above, if triggering events require us to undertake an impairment review, it is not possible at this time to determine whether it would be necessary to record a charge or if such charge would be material. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2015 and 2014. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period, adjusted to give effect to the 50-for-1 reverse stock split, which was effective in the market on July 2, 2015 (see Note 8), and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the year ended December 31, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: December 31, 2015 December 31, 2014 Convertible notes payable 263,118 - Series A convertible preferred stock - 47,666 Options to purchase common stock 629,628 441,064 Warrants to purchase common stock 703,413 220,913 Restricted stock units - 43,619 Totals 1,596,159 753,262 Preferred Stock Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders’ equity. As of December 31, 2015 and 2014, the Company does not have any preferred shares subject to mandatory or conditional redemption outstanding. Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The 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 re-measured at fair value under otherwise applicable generally accepted accounting principles 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. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable ASC 480-10. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, 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 stated date of redemption. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (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) gives 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 free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s free standing derivatives consisted of warrants to purchase common stock that were issued in connection with its private placement transactions (expired 2014) and of embedded conversion options with a convertible note. The Company evaluated these derivatives to assess their proper classification in the consolidated balance sheets as of December 31, 2015 using the applicable classification criteria enumerated under ASC 815-Derivatives and Hedging. The Company determined that certain embedded conversion features do not contain fixed settlement provisions. The convertible note contains a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the debt derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Advertising The Company's advertising costs are expensed as incurred. Advertising expense was $3,627 and $2,280 for the years ended December 31, 2015 and 2014. Accrued expenses: Accrued expenses were comprised of the following: December 31, 2015 December 31, 2014 Payroll $ 13,455 $ 169,965 Legal and accounting services 23,466 39,103 Interest and other 7,269 27,458 Totals $ 44,190 $ 236,526 Reclassification The Company has reclassified the presentation of cost of revenue to conform to current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed below. Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. |
NOTE 4 - FAIR VALUE OF FINANCIA
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable based on an entity’s own assumptions, as there is little, if any, related market activity (for example, cash flow modeling inputs based on assumptions) Financial liabilities as of December 31, 2015 measured at fair value on a recurring basis are summarized below (none at December 31, 2014): December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 170,497 $ -- $ -- $ 170,497 The Company determined that certain conversion option related to a convertible note did not have fixed settlement provisions and are deemed to be derivative financial instruments, since the exercise price was subject to adjustment based on certain changes in market price of the Company’s common stock. Accordingly, the Company was required to record such conversion option as a liability and mark such derivative to fair value each reporting period. Such instrument was classified within Level 3 of the valuation hierarchy. The fair value of the conversion option was calculated using a binomial lattice formula with the following weighted average assumptions during the year ended December 31, 2015: July 20, December 31, 2015 2015 Common Stock Closing Price $ 8.50 $ 1.45 Conversion Price per Share $ 7.6334 $ 1.1402 Conversion Shares 71,864 263,118 Call Option Value 4.21 0.65 Dividend Yield 0.00 % 0.00 % Volatility 124.15 % 129.48 % Risk-free Interest Rate 0.31 % 0.49 % Term 1.0 years 0.55 years The risk-free interest rate is the United States Treasury rate on the measurement date having a term equal to the remaining contractual life of the instrument. The volatility is a measure of the amount by which the Company’s share price has fluctuated or is expected to fluctuate. The dividend yield is 0% as the Company has not made any dividend payment and has no plans to pay dividends in the foreseeable future. Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer, who reports to the Chief Executive Officer, determine its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer and are approved by the Chief Executive Officer. Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Significant observable and unobservable inputs include stock price, exercise price, annual risk free rate, term, and expected volatility, and are classified within Level 3 of the valuation hierarchy. An increase or decrease in volatility or interest free rate, in isolation, can significantly increase or decrease the derivative liabilities. Changes in the values of the derivative liabilities are recorded as a component of other income (expense) on the Company’s consolidated statements of operations. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis using significant unobservable input for the two years ended December 31, 2015: Balance-January 1, 2014 $ 2,030 Change in fair value of derivative liabilities (2,030 ) Balance, December 31, 2014 -0- Aggregate amount of derivative instruments issued 302,287 Transfer to equity at payoff of convertible note (1,459 ) Change in fair value of derivative liabilities (130,331 ) Balance, December 31, 2015 $ 170,497 |
NOTE 5 - PROPERTY AND EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment include the following: December 31, 2015 December 31, 2014 Office Equipment $ 31,468 $ 24,961 Less: Accumulated depreciation (24,786 ) (18,646 ) Property and equipment, net $ 6,682 $ 6,315 Depreciation expense was $6,139 and $4,874 for the years ended December 31, 2015 and 2014, respectively. |
NOTE 6 - INTANGIBLE ASSETS
NOTE 6 - INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 6 – INTANGIBLE ASSETS Intangible assets consist of the following: December 31, 2015 December 31, 2014 Capitalized Software Development Costs $ 2,162,220 $ 1,781,053 Less: Accumulated amortization (1,344,672 ) (986,502 ) Net capitalized development costs $ 817,548 $ 794,551 At December 31, 2015, the Company had capitalized software development costs of $2,162,220. Amortization expense relating to the capitalized development costs was $358,171 and $339,255 for the year ended December 31, 2015 and 2014, respectively. The estimated future amortization of intangible assets over the remaining weighted average useful life of approximately 4 years is as follows: 2016 $ 318,556 2017 206,889 2018 145,927 2019 94,138 Thereafter 52,038 $ 817,548 |
NOTE 7 - NOTES PAYABLE
NOTE 7 - NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Long-term Debt [Text Block] | NOTE 7 – NOTES PAYABLE November 15, 2012 Unit Offering On November 15, 2012, the Company commenced a private offering of up to $3,000,000 of units (the "Units") at a purchase price of $50,000 per unit pursuant to the securities purchase agreement dated November 15, 2012 (the “Purchase Agreement”). Each Unit consisted of a 10% Convertible Debenture in the principal amount of $50,000 (the “10% Debenture”) and 250 shares of the Company’s common stock. The 10% Debenture bears interest at a rate of 10% per annum, is due two years from the issuance date and is convertible into shares of the Company’s common stock at a conversion price of $10.00 per share. Through December 31, 2012, we issued and sold an aggregate of 9 units totaling $450,000.The 10% Debentures were determined to have an embedded beneficial conversion feature (“BCF”) under the provisions of ASC 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”) based on the issue date market value and the exercise price of $10.00 per share. In accordance with ASC 470-20, a discount of $225,000 was recorded at issuance in 2012 based on the relative fair value of the instruments. During the year ended December 31, 2013 an additional $150,000 of 10% Debentures were issued. An additional discount of $268,210 was recorded in 2013. Amortization expense of $223,419 was recorded during the year ended December 31, 2014. The note balance was $376,581 net of discount of $223,419 at December 31, 2013. On November 10, 2014, the Company modified certain terms of the November 2012 Debentures maturing prior to December 31, 2014 in order to induce the holder to extend the November 2012 Debentures to December 31, 2014. In exchange, the Company provided for a reduction in the conversion price of the November 2012 Debenture to $4.00 per share. In December 2014, the Company entered into exchange agreements with the holders of such debentures pursuant to which the Company exchanged the debentures maturing on December 31, 2014 for new debentures maturing on December 31, 2015. Each debenture holder also received an additional 550 shares of common stock for each $50,000 in principal amount of debentures converted. In December 2014, the Company modified certain terms of the November 2012 Debentures maturing subsequent to December 31, 2014 in order to reduce the conversion price to $3.8314 per share. The holders elected to convert the convertible debentures of $550,000 for an aggregate of 143,500 shares of the Company’s common stock. In accordance with ASC 470-20, the fair value of the consideration was measured and recognized as an expense on the dates the inducement offer was accepted by the holder. July 2015 Senior Convertible Note On July 20, 2015, the Company issued a senior convertible note (the “July 2015 Note”), in the principal amount of $550,000 due one year from the date of issuance. The total net proceeds the Company received from this note were $415,123, net of fees and original interest discount (“OID”) of $50,000. At any time commencing one hundred and eighty one days from issuance, the note is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $7.6335 with certain reset provisions should certain default conditions occur. These certain default conditions were deemed to be outside the Company’s control. If the $550,000 principal amount of the July 2015 Note and all accrued but unpaid interest thereof is not paid in full on or before January 16, 2016, the July 2015 Note shall amortize in four equal payments payable on January 20, 2016, February 20, 2016, March 20, 2016 and April 20, 2016. These payments shall be paid (i) in cash at a 120% premium, and/or (ii) in shares of the Company's common stock at a 20% discount to the average of the three daily volume weighted average prices of the Company’s common stock for the prior three trading days, provided the Company is in compliance with certain equity conditions as defined in the July 2015 Note. The Company identified an embedded derivative related to a conversion option in the July 2015 Note. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivative as of the inception date of the Secured Convertible Debentures and to fair value the derivative as of each subsequent reporting date. At the inception of the July 2015 Note, the Company determined the aggregate fair value of the embedded derivatives to be $302,287. The Company has issued debt for which total proceeds were allocated to individual instruments based on the fair value of the each instrument at the time of issuance. Such value of the debt was recorded as discount on debt and is being amortized over the term of the respective debt. On December 18, 2015, the Company modified certain terms of the July 2015 Note. In addition, the Company and the lender also agreed reduce the conversion price from $7.6335 to $4.25 per share, modify certain equity conditions (as defined in the July 2015 Note) and events of default (as defined in the July 2015 Note). In accordance with ASC 470-20, the change in fair value of the debt modification was recognized as an expense on the date was accepted by the holder. For the year ended December 31, 2015 and 2014 amortization of debt discount was $318,051 and $-0-, respectively. The July 2015 Note balance was $180,885 net of discount of $119,115 at December 31, 2015. |
NOTE 8A - REVERSE STOCK SPLIT
NOTE 8A - REVERSE STOCK SPLIT | 12 Months Ended |
Dec. 31, 2015 | |
Reverse Stock Split [Abstract] | |
Reverse Stock Split [Text Block] | NOTE 8A – REVERSE STOCK SPLIT On June 26, 2015, the Company filed an amendment to its Articles of Incorporation and effected a 50-for-1 reverse stock split of its issued and outstanding shares of common stock, whereby 250,666,631 outstanding shares of the Company’s common stock were converted into 5,013,366 shares of the Company's common stock. The reverse stock split was effective in the market commencing on July 2, 2015. All per share amounts and number of shares in the consolidated financial statements, related notes and other items throughout these consolidated financial statements have been retroactively restated to reflect the reverse stock split. |
NOTE 8 - STOCKHOLDERS_ EQUITY
NOTE 8 - STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 – STOCKHOLDERS’ EQUITY Common Stock On January 9, 2014, the Company entered into agreements with the holder of certain of its outstanding warrants originally issued in private placement transactions in September 2011 and April 2012. Pursuant to such agreements, which are more fully described below, the Company agreed to extend the period during which the warrants were exercisable at a reduced exercise price. On January 9, 2014, the Company entered into Amendment No. 4 to the warrants that were originally issued in September 2011. Pursuant to Amendment No. 4, the exercise price of the warrants was reduced to $2.50 per share until March 10, 2014. On January 9, 2014, the Company entered into Amendment No. 3 to the warrant that was originally issued in April 19, 2012. Pursuant to Amendment No. 3, the exercise price of the warrants was reduced to $2.50 per share until March 10, 2014. On January 10, 2014, holders of such warrants exercised an aggregate of 224,000 warrants to purchase common stock at the reduced exercise price per share of $2.50 resulting in $560,000 in cash proceeds. In connection with the warrant exercise, the Company incurred a non-cash interest expense due to warrant modification of $241,176 when the inducement offer was accepted during the year ended December 31, 2014. On March 10, 2014, aggregate of 185,823 of such warrants were exercised resulting in $464,558 in cash proceeds. The Company issued such shares to the holder in April 2014. In connection with the warrant exercise, the Company incurred a non-cash interest expense due to warrant modification of $219,773 when the inducement offer was accepted during the year ended December 31, 2014. During the year ended December 31, 2014, the Company issued an aggregate of 22,154 shares of its common stock as consideration for investor relations services valued at $130,000. During the year ended December 31, 2014, the Company issued an aggregate of 9,046 shares of its common stock as consideration for legal services valued at $65,468. On August 18, 2014, pursuant to a securities purchase agreement, the Company sold an aggregate of 285,000 shares of its common stock for net proceeds, after commissions and other costs, of $1,330,000. Commissions and other costs totaled $95,000. On December 12, 2014, 588,241 shares of the Company’s Series A Convertible Preferred Stock were converted into an aggregate of 173,267 shares of common stock at the stated conversion price of $3.395 per share. On December 31, 2014, Bill Ogle, our former Chief Executive Officer, returned to treasury, and subsequently canceled, 2,222 shares of the Company’s common stock valued at $10,000 as payment for the exercise price of 2,000 previously granted options. Documents associated with the transaction were executed during December 2014 with actual shares issued during January 2015. The related impact on outstanding shares has been recognized as of December 31, 2014. On March 3, 2015, 161,827 shares of the Company’s Series A Convertible Preferred Stock were converted into an aggregate of 47,646 shares of common stock at the stated conversion price of $3.395 per share. During the year ended December 31, 2015, the Company issued 19,448 shares of its common stock as consideration for investor relations services valued at $104,026. During the year ended December 31, 2015, the Company issued 26,293 shares of its common stock as consideration for legal services valued at $122,342. In September and October 2015, pursuant to a securities purchase agreement, the Company sold an aggregate of 482,500 shares of its common stock together with warrants to purchase an aggregate of 482,500 shares of its common stock for net proceeds, after commissions and other costs, of $1,854,725. The warrants are exercisable at an exercise price of $4.75 for a term of five years. The Company paid the placement agent cash commissions equal to 8% of the gross proceeds of the offering of $164,050 and also reimbursed the placement agent for its out of pocket expenses and paid other placement costs in aggregate of $31,850. Long-Term Incentive Plan The stockholders approved the Blue Calypso, Inc. 2011 Long-Term Incentive Plan (the “Plan”) on September 9, 2011. The Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards which may be granted singly, in combination, or in tandem, and which may be paid in cash or shares of common stock. Subject to certain adjustments, the maximum number of shares of common stock that may be delivered pursuant to awards under the Plan is 700,000 shares. Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards during the years ended December 31, 2015 and 2014 was estimated using the Black-Scholes pricing model. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The Company estimated forfeitures related to option grants at a weighted average annual rate of 0% per year, as the Company does not yet have adequate historical data, for options granted during the years ended December 31, 2015 and 2014. The following assumptions were used in determining the fair value of employee and vesting non-employee options: December 31, 2015 December 31, 2014 Risk-free interest rate 1.37% - 2.27 % 1.97% - 2.73 % Dividend yield 0 % 0 % Stock price volatility 123.05% - 140.67 % 76% - 79 % Expected life 5-10 years 6-10 years Weighted average grant date fair value $ 5.90 $ 5.50 On March 14, 2014, the Compensation Committee of the Board of Directors approved an equity bonus for the Company’s former Chief Executive Officer, Bill Ogle, consisting of stock options with a fair value of $800,000. The total bonus awarded was $1,140,000 of which $85,000 was paid in cash and $1,055,000 was granted in stock options valued using the Black Scholes model. Accordingly, the Company granted options to purchase 184,655 shares of common stock to Mr. Ogle effective March 14, 2014 exercisable at $7.00 per share for ten years, vesting over a term of three years. Subsequent to issuance and pursuant to a standstill agreement entered into on September 26, 2014 with a significant stockholder, Mr. Ogle agreed to return and cancel 15,000 of the previously granted March 2014 options and purchase $85,000 in the Company’s common stock within 12 months following the date of the agreement, with $15,000 being purchased by December 15, 2014. In conjunction with the standstill agreement, Mr. Ogle and the Co-Chief Executive Officer and Chief Technology Officer Andrew Levi agreed to a fifty percent reduction in their annual base salary for a period of twelve months following the date of the agreement. In April 2014, the Company awarded an aggregate of 34,600 of stock options to certain employees and one contractor. The stock options have exercise prices from $6.00 to 6.50 per share, will vest over a three year period, and have an approximate fair value of $170,000 using the Black Scholes model. On April 9, 2014, 6,400 options were exercised at $3.395 per share for cash proceeds of $21,728. In May 2014, the Company awarded an aggregate of 25,000 of stock options to members of the Company’s Board of Directors. The stock options have exercise price of $5.00 per share, will vest over a three year period, and have an approximate fair value of $101,000 using the Black Scholes model. In June 2014, the Company awarded an aggregate of 2,000 of stock options to certain employees. The stock options have exercise price of $5.50 per share, will vest over a three-year period, and have an approximate fair value of $9,000 using the Black Scholes model. On August 15, 2014, the Company’s Board of Directors approved accelerating to fully vested previously granted options of the Company’s past Chief Financial Officer and to set an expiry date of August 15, 2017. Accordingly, the remaining unrecognized expense was charged to operations during the year ended December 31, 2014. On October 23, 2014, the Company’s Board of Directors approved accelerating to fully vested previously granted options of the Company’s past Chief Operating Officer and to set an expiry date of December 31, 2017. Accordingly, the remaining unrecognized expense was charged to operations during the year ended December 31, 2014. Effective December 31, 2014, the Company’s Board of Directors approved the continued vesting of previously granted options through April 30, 2016 of the Company’s former Chief Executive Officer and to set an expiry date of December 31, 2017. Options that would not have vested through April 30, 2016 were considered forfeited as of December 31, 2014. Accordingly, the remaining unrecognized expense related to the non-forfeited options was charged to operations during the year ended December 31, 2014. During December 2014, the Board of Directors appointed Jonathan Merriman to the Board of Directors. In conjunction with his appointment, the Board of Directors also granted Mr. Merriman options to purchase 7,500 shares of the Company’s Common Stock and subsequently in January 2015, the associated option agreement was finalized. The stock options have exercise price of $5.00 per share, will vest over a three-year period, term of 10 years and have an approximate fair value of $34,945 using the Black Scholes model. In April 2015, the Company awarded options to purchase an aggregate of 80,000 shares of common stock to board members. These options vest beginning June 30, 2015 through March 31, 2018 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $493,774. In May 2015, the Company awarded an option to purchase 10,000 shares of common stock to a consultant. These options vest beginning June 30, 2015 through March 31, 2017 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $52,049. In May 2015, the Company awarded an option to purchase 1,000 shares of common stock to an employee. These options vest over three years on the grant date anniversary, have a term of 10 years and contain an exercise price of $6.50 per share. The options had an aggregate grant date fair value of $5,570. In May 2015, the Company awarded an option to purchase 20,000 shares of common stock to a new board member. These options vest beginning June 30, 2015 through March 31, 2018 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $128,115. In June 2015, the Company awarded options to purchase an aggregate of 8,000 shares of common stock to four consultants. These options vest beginning June 30, 2015 through March 31, 2018 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $41,688. In September 2015, the Company awarded an option to purchase 10,000 shares of common stock to an employee. These options vest over three years on the grant date anniversary, have a term of 10 years and contain an exercise price of $5.14 per share. The options had an aggregate grant date fair value of $44,978. In October 2015, the Company awarded an option to purchase 32,864 shares of common stock to the Company’s Chief Executive Officer, Andrew Levi. These options vest immediately, have a term of 10 years and contain an exercise price of $5.00 per share. The options had an aggregate grant date fair value of $137,501. In October 2015, the Company awarded an option to purchase an aggregate of 5,000 shares of common stock to two employees. These options vest over three years on grant date anniversary, have a term of 10 years and contain an exercise prices from $2.86 to $3.90 per share. The options had an aggregate grant date fair value of $15,254. On December 2, 2015, the Company’s Board of Directors approved accelerating to fully vested previously granted options of a departing director and to set an expiry date of December 31, 2016. Accordingly, the remaining unrecognized expense was charged to operations during the year ended December 31, 2015. In December 2015, the Company awarded an option to purchase 20,000 shares of common stock to an employee. These options vest quarterly beginning December 31, 2015 through September 30, 2017, have a term of 10 years and contain an exercise price of $1.95 per share. The options had an aggregate grant date fair value of $40,658. The following table summarizes the stock option activity for the years ended December 31, 2015 and 2014: Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2014 277,561 $ 9.57 8.7 $ 259,558 Granted 246,255 $ 6.50 10.0 $ - Exercised (8,400 ) Forfeitures or expirations (74,352 ) $ 8.11 Outstanding at December 31, 2014 441,064 $ 8.44 4.2 $ 858,766 Granted 194,364 $ 5.87 10.0 $ - Forfeitures or expirations (5,800 ) $ 14.53 Outstanding at December 31, 2015 629,628 $ 7.59 4.5 $ - Exercisable at December 31, 2015 429,544 $ 7.89 3.7 $ - The following table presents information related to stock options at December 31, 2015: Options Outstanding Options Exercisable Exercise Price Number of Options Weighted Average Remaining Life In Years Exercisable Number of Options $ 0.00-5.00 222,945 4.8 193,568 5.01-12.50 382,675 4.4 211,968 12.51-25.00 15,008 4.2 15,008 25.01-45.00 9,000 3.8 9,000 629,628 4.5 429,544 As of December 31, 2015, stock-based compensation of $523,037 remains unamortized and is expected to be amortized over the weighted average remaining period of 2 years. The stock-based compensation expense related to option grants was $583,603 and $1,250,113 during the years ended December 31, 2015 and 2014, respectively. Restricted Stock The following table summarizes the restricted stock activity for the two years ended December 31, 2015: Restricted shares issued as of January 1, 2014 269,134 Granted - Total Restricted Shares Issued at December 31, 2014 269,134 Granted - Total Restricted Shares Issued at December 31, 2015 269,134 Vested at December 31, 2015 (269,134 ) Unvested restricted shares as of December 31, 2015 - Stock based compensation expense related to restricted stock grants was $-0- and $2,478,124 for the years ended December 31, 2015 and 2014, respectively. For the year ended December 31, 2015, there was no stock-based compensation relating to restricted stock unamortized, since the remaining unamortized expense was charged to operations upon the departure of the Company’s former Chief Executive Officer in December 2014. Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, at December 31, 2015: Exercise Price Number Outstanding Expiration Date $ 4.75 482,500 September/October 2020 $ 5.00 220,913 August 2016 $ 703,413 The following table summarizes the warrant activity for the years ended December 31, 2015 and 2014: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2014 649,915 $ 3.85 3.4 $ - Grants - - Exercised (409,823 ) $ 10.00 Forfeitures or expirations (19,179 ) $ 31.00 Outstanding at January 1, 2015 220,913 $ 5.00 1.7 $ - Grants 482,500 $ 4.75 5.0 $ - Exercised - Forfeitures or expirations - Outstanding at December 31, 2015 703,413 $ 4.83 3.5 $ - Exercisable at December 31, 2015 703,413 $ 4.83 3.5 $ - In connection with the sale of common stock, the Company issued an aggregate of 482,500 warrants to purchase the Company’s common stock at $4.75 per share expiring five years from the date of issuance. |
NOTE 9 - RELATED PARTY TRANSACT
NOTE 9 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 9 – RELATED PARTY TRANSACTIONS The Company appointed a new Chief Financial Officer during August 2014. The Company utilizes Assure Professional, LLC (“Assure”) to provide certain outsourced accounting services. The Company’s current Chief Financial Officer is a partial owner of Assure. The Company incurred expense of $40,687 and $29,940 in exchange for these services during the years ended December 31, 2015 and 2014, respectively. Included in accounts payable at December 31, 2015 and 2014 was $2,250 due to Assure. Jonathan Merriman was appointed to the Company’s Board of Directors during December 2014. Mr. Merriman is the CEO of Merriman Capital, Inc. (“Merriman”). Merriman provides capital market advisory services to the Company for which we incurred expense of $125,000 and $120,000 during the years ended December 31, 2015 and 2014, respectively. The Company primarily issues common stock in exchange for monthly services and no amount was due to Merriman at December 31, 2015. In addition, Merriman Capital advised the Company in connection with its August 2014 private placement and received an advisory fee of $95,000 and |
NOTE 10 - COMMITMENTS AND CONTI
NOTE 10 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 – COMMITMENTS AND CONTINGENCIES Operating leases On April 6, 2015, as amended on October 16, 2015, the Company entered into a lease agreement for office space for corporate offices expiring June 30, 2019. Lease payments are $5,696 per month, increasing to $6,347 in July 2018. In connection therewith, the Company paid a security deposit of $2,188. On October 1, 2012, the Company entered into a lease agreement for office space for its wholly owned subsidiary in Costa Rica and expiring on September 30, 2018. Lease payments are $1,491 per month, increasing 3.5% at each anniversary. In connection therewith, the Company paid a security deposit of $1,345. On December 15, 2014, the Company entered into a lease agreement for additional office space for its wholly owned subsidiary in Costa Rica which expires on December 15, 2017 and will automatically extend for an additional 3 year term unless notification is given three months in advance. Lease payments are $1,278 per month, increasing 3.5% at each anniversary. In connection therewith, the Company paid a security deposit of $1,235. Future minimum lease payments under these agreements are as follows: Year Ending December 31, 2016 $ 102,719 2017 106,817 2018 89,565 2019 38,084 $ 337,185 Rental expense under the operating leases totaled $58,846 and $51,114 for the years ended December 31, 2015 and 2014, respectively. Litigation On July 31, 2012, the Company filed suit against Groupon, Inc. in the Eastern District of Texas in Civil Action No. 6:12-cv-00486. The Company filed additional suits against IZEA, Inc. on October 17, 2012, Yelp, Inc. on October 17, 2012, and Foursquare Labs, Inc. on October 31, 2012 in Civil Action Nos. 6:12-cv-786, 6:12-cv-788, 6:12-cv-837, respectively. Each of these cases alleges that the defendants infringe U.S. Patent Nos. 7,664,516 entitled "Method and System for Peer-to-Peer Advertising Between Mobile Communication Devices" and 8,155,679 entitled "System and Method for Peer-to-Peer Advertising Between Mobile Communication Devices." The Company subsequently added U.S. Patent Nos. 8,438,055, 8,452,646, and 8,457,670 to the cases, alleging each defendant infringed the newly added patents. Each of the defendants have answered, denying infringement and claiming that the asserted patents are invalid. Groupon, Yelp, and Foursquare filed counterclaims for declaratory judgment that the asserted patents are invalid and not infringed. Yelp filed an additional counterclaim for declaratory judgment that the asserted patens are unenforceable. The Court subsequently consolidated the actions for at least pre-trial purposes. Groupon filed a motion to transfer the case against it to the U.S. District Court for the Northern District of Illinois, which the Court denied on September 27, 2013. On February 3, 2014, Groupon filed a petition to the U.S. Court of Appeals for the Federal Circuit for mandamus on the district court's denial of its motion to transfer. On April 23, 2014, the petition was denied by the Federal Circuit. Between July 19, 2013 and October 3, 2013, Groupon filed petitions with the Patent Trial & Appeals Board (“PTAB”) requesting institution of Covered Business Method Review (“CBMR”) of all asserted claims. On December 19, 2013 and January 17, 2014, the PTAB issued decisions instituting review on all but four of the asserted claims. On January 14, 2014, the Company and all defendants filed a joint motion to stay the district court litigation. The Court granted the motion and stayed the case on January 16, 2014 pending a decision by the PTAB. Trial on the CBMR at the PTAB occurred during September 2014. On December 17, 2014, the Patent Trial and Appeal Board issued final decisions in Covered Business Method Review proceedings CBM2013-00035, CBM2013-00033, CBM2013-00034, CBM2013-00046 and CBM2013-00044. In each case, certain claims of each patent were held to be invalid for various reasons. With respect to the ‘516, ‘679, ‘055 and ‘646 patents, many of the claims survived and the patents remain enforceable. All of the claims of the ‘670 patent were held invalid. The Company appealed each of the final decisions to the United States Federal Circuit Court of Appeals. The Company appealed the unpatentability determinations including the decision of invalidity based on anticipation of several claims of the patents by prior art (the Paul reference”). The Company also appealed the decision to review its patents under the provisions for CBMR and that the ‘516 patent lacked sufficient written description under § 112 to support the claims. Groupon appealed the Board’s decision that the patents were not valid under § 103 and the determination by the PTAB that the Ratismor reference was not publically available prior art. On April 2, 2015, the District Court lifted the stay and required the parties to file a joint docket control order. On April 6, 2015, the Court set a Markman Hearing for June 29, 2015, and jury selection for December 14, 2015. On April 15, 2015, the parties filed their joint docket control order. The Court entered its docket control order on April 23, 2015. Due to an apparent scheduling conflict, the Court rescheduled the Markman Hearing to July 8, 2015. On April 22, 2015, the Company filed its third amended complaint against all defendants. The defendants timely answered on May 11, 2015. Each of the defendant’s answers included a counterclaim for invalidity of the patents. The Company responded to these invalidity contentions on June 1, 2015. On May 13, 2015, the Company filed a motion for entry of an order focusing patent claims and prior art. That motion requested that the Court narrow the number of claims at issue and the number of prior art references that defendants could use in an attempt to invalidate the Company’s patents. On May 27, 2015, the Court held a hearing on the motion and ordered defendants to reduce the number of references in support of any invalidity contention against the patents. On June 25, 2015, the Company attended mediation with Yelp in an effort to settle the case. That mediation was recessed to explore settlement options. On July 8, 2015 the Company attended the Markman Hearing in order to construe the claims of the patents. On July 14, 2015, the Court entered its Memorandum Opinion and Order regarding claim construction. In that Order, the Court analyzed eleven claim terms. The Court agreed with Blue Calypso’s proffered construction as to seven terms, chose its own construction as to three terms and agreed with defendants’ proffered construction as to only one term. The Court also expressly rejected defendants’ argument that the term “testimonial tag” was indefinite. On July 13, 2015 the Court entered an order severing the non-active claims out of the case and consolidating claims regarding those patents into a separate set of cases. These new cases address the claims which were held invalid by the PTAB and which are now on appeal to the Federal Circuit Court of Appeals. On July 14, 2015, the Company attended court-ordered mediation with Groupon. The result of that mediation was an impasse. On July 16, 2015, the Company attended court-ordered mediation with IZEA. The parties reached a settlement. On July 20, 2015, the Company attended court-ordered mediation with Foursquare. The result of that mediation was an impasse. As part of the Company's settlement with Living Social, the Company's attorney is entitled to additional compensation for the value of certain non-monetary arrangements. On August 17, 2015, the Company entered into a settlement agreement with IZEA, pursuant to which it settled all outstanding litigation with IZEA. Under the Agreement, IZEA has agreed to pay the Company a royalty fee of 4.125% of revenue from IZEA’s discontinued legacy platforms SocialSpark, Sponsored Tweets and WeReward. The remaining terms of the settlement are confidential. Legal costs due to our attorneys associated with the IZEA settlement are classified as a settlement payable on our consolidated balance sheet. On September 21, 2015, the Company entered into a settlement agreement with Yelp, pursuant to which all outstanding litigation with Yelp was settled. Under the agreement, Yelp has agreed to purchase 4,000 KIOSentrix beacons. On March 1, 2016, the Federal Circuit overturned the PTAB decision as to insufficient written description but upheld the decision that the Ratismore reference was not publically available prior art. However, the Federal Circuit confirmed the Board’s decision to institute the CBMR process on the basis that Blue Calypso’s patent portfolio qualified as a business method patent which was financial in nature. The Federal Circuit also The Company has an option to pursue an en banc review of the holding with respect to anticipation by the Paul reference. An en banc review would occur before a panel of eight judges of the Federal Circuit as compared to the recently completed appeals process which utilized three. We also have the option of requesting that the Supreme Court review the Federal Circuit’s decision. These options for appeal must be filed within 30 and 90 days respectively from the date of the March 1, 2016 decision. The reversal of the written description matter is significant as it re-establishes the ‘516 parent patent issue date of February 2010 as the date that damages begin to accrue. Prior to this reversal the first date of infringement was relegated to the later issue date of the ‘679 patent on April 2012. In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable. |
NOTE 11 - INCOME TAXES
NOTE 11 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 11 – INCOME TAXES The tax effects of temporary differences that give rise to deferred tax assets are presented below: For The Years Ended December 31, Deferred Tax Assets: 2015 2014 Net operating loss carryforward $ 4,853,854 $ 4,447,768 Stock-based compensation 2,403,765 2,205,340 Accounts receivable 14,501 - Subsidiary investment 360,423 - Total deferred tax assets 7,632,543 6,653,108 Deferred Tax Liabilities: Fixed assets 303 - Software development costs 60,584 - Total deferred tax liabilities 60,887 - Deferred tax asset, net 7,571,656 6,653,108 Valuation allowance (7,571,656 ) (6,653,108 ) Deferred tax asset, net of valuation allowance $ - $ - Changes in valuation allowance $ 918,548 $ 1,463,191 The income tax provision (benefit) consists of the following: For The Years Ended December 31, 2015 2014 Federal: Current $ - $ - Deferred (918,548 ) (1,463,191 ) State and local: Current - - Deferred - - (918,548 ) (1,463,191 ) Change in valuation allowance 918,548 1,463,191 Income tax provision (benefit) $ - $ - A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For The Years Ended December 31, 2015 2014 Tax benefit at federal statutory rate (34.0 )% (34.0 )% Other non-deductible compensation subject to SEC 162(M) 0.0 % 10.1 % Permanent differences 6.2 % 5.0 % Change in valuation allowance 27.8 % 18.9 % Effective income tax rate 0 % 0 % The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s history of losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized. At December 31, 2015 and 2014, the Company had $14,276,041 and $13,081,670, respectively, of federal net operating losses that may be available to offset future taxable income. The net operating loss carry forwards, if not utilized, will expire from 2031 to 2035 for federal purposes. In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s net operating loss carry forwards are subject to annual limitations in the event of a greater than 50% ownership change. The Company files income tax returns in the U.S. federal and Texas jurisdictions and is subject to examination by taxing authorities beginning with the year ended December 31, 2012. |
NOTE 12 - SUBSEQUENT EVENTS
NOTE 12 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 12 – SUBSEQUENT EVENTS Subsequent to December 31, 2015, in exchange for $300,000 in cash, the Company extinguished all of its outstanding convertible notes payable and associated accrued interest. During March 2016, the Company pursuant to a Securities Purchase Agreement issued to certain accredited investors 470,591 shares of the Company’s common stock and warrants to purchase an additional 117,648 shares of the Company’s common stock for aggregate gross proceeds of $400,000. The warrants are exercisable at an exercise price of $1.25 per share for a term of five years. The exercise price and the number of shares issuable upon exercise of the warrants are subject to adjustment upon the occurrence of certain events, including stock dividends, stock splits, combinations and reclassifications of the Company’s common stock. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue includes fees received from customers for advertising and marketing service. Revenue is recognized when services are performed or licenses are granted to customers. Revenue from the licensing of the Company’s intellectual property and settlements reached from legal enforcement of the Company’s patent rights is recognized when the arrangement with the licensee has been signed and the license has been delivered and made effective, provided license fees are fixed or determinable and collectability is reasonably assured. The fair value of licenses achieved by ordinary business negotiations is recognized as revenue. The amount of consideration received upon any settlement or judgment is allocated to each element of the settlement based on the fair value of each element. Elements related to licensing agreements, royalty revenues, net of contingent legal fees, are recognized as revenue in the consolidated statement of operations. Elements that are not related to license agreements and royalty revenue in nature will be reflected as a separate line item within the other income section of the consolidated statements of operations. Elements provided in either settlement agreements or judgments include: the value of a license, legal release, and interest. When settlements or judgments are achieved at discounts to the fair value of a license, the Company allocates the full settlement or judgment, excluding specifically named elements as mentioned above, to the value of the license agreement or royalty revenue under the residual method. Legal release as part of a settlement agreement is recognized as a separate line item in the consolidated statements of operations when value can be allocated to the legal release. When the Company reaches a settlement with a defendant, no value is allocated to the legal release since the existence of a settlement removes legal standing to bring a claim of infringement and without a legal claim, the legal release has no economic value. The element that is applicable to interest income will be recorded as a separate line item in other income. The Company does not assume future performance obligations in its license arrangements. Revenue from licensing and related service fees aggregated $390,506 and $23,798 during the years ended December 31, 2015 and 2014. The Company also has revenue from information technology design and programming consulting services and minor product sales. Revenue is recognized in the periods that satisfactory performance of services is delivered to customers. Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue from consulting services was $501,989 and $736,091 during the years ended December 31, 2015 and 2014. Product sales for the year ended December 31, 2015 was $112,000. |
Cost of Sales, Policy [Policy Text Block] | Cost of Revenue Legal costs directly related to the settlement of intellectual property and patent enforcement litigation are recognized as cost of revenue. Other legal expenses incurred in the normal course of the Company's business are expensed when incurred as selling, general and administrative expenses. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. As of December 31, 2015, excluding the impact of the allowance for doubtful accounts, three customers represented 10% , 30% and 39% of the Company’s accounts receivable. As of December 31, 2014, two customers represented 62% and 20% of the Company’s accounts receivable. During the year ended December 31, 2015, three customers represented approximately 10%, 25% and 39% of total revenue, respectively. During the year ended December 31, 2014, three customers represented approximately 59%, 18% and 10% of total revenue, respectively. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Cash consist of cash held in bank demand deposits. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company maintains cash in bank accounts located in the United States, which, at times, may exceed federally insured limits or be uninsured. The Company has not experienced any losses in such accounts. |
Receivables, Policy [Policy Text Block] | Accounts Receivable Accounts receivable primarily consists of trade receivables, net of allowances. On a periodic basis, the Company evaluates its trade receivables and establishes an allowance for doubtful accounts based on its history of past bad debt expense, collections and current credit conditions. The Company performs on-going credit evaluations of its customers and the customer’s current credit worthiness. Collections and payments from customers are continuously monitored. The Company maintains an allowance for doubtful accounts, which is based upon historical experience as well as specific customer collection issues that have been identified. As of December 31, 2015 and 2014, the Company’s allowance for doubtful accounts was $42,650 and $23,511, respectively. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required in future periods. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment consists of office equipment and is recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which for office equipment is three to five years. Expenditures for major renewals and betterments that extend the useful lives of the property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets The Company capitalizes certain software development costs as well as purchased software upon achieving technological feasibility of the related products. Software development costs incurred and software purchased prior to achieving technological feasibility are charged to engineering and product development expense as incurred. Commencing upon initial product release, capitalized costs are amortized to cost of software licenses using the straight-line method over the estimated life of the product (which approximates the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product), which is generally up to five years. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-lived Assets The Company reviews the carrying value of intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. No impairment was deemed to exist as of December 31, 2015 and 2014. The Company re-evaluates the carrying amounts of its amortizable intangibles at least quarterly to identify any triggering events. As described above, if triggering events require us to undertake an impairment review, it is not possible at this time to determine whether it would be necessary to record a charge or if such charge would be material. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2015 and 2014. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period, adjusted to give effect to the 50-for-1 reverse stock split, which was effective in the market on July 2, 2015 (see Note 8), and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the year ended December 31, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: December 31, 2015 December 31, 2014 Convertible notes payable 263,118 - Series A convertible preferred stock - 47,666 Options to purchase common stock 629,628 441,064 Warrants to purchase common stock 703,413 220,913 Restricted stock units - 43,619 Totals 1,596,159 753,262 |
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | Preferred Stock Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders’ equity. As of December 31, 2015 and 2014, the Company does not have any preferred shares subject to mandatory or conditional redemption outstanding. |
Convertible Instrument [Policy Text Block] | Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The 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 re-measured at fair value under otherwise applicable generally accepted accounting principles 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. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable ASC 480-10. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, 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 stated date of redemption. |
Common Stock Purchase Warrants and Other Derivative Financial Instrument [Policy Text Block] | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (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) gives 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 free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s free standing derivatives consisted of warrants to purchase common stock that were issued in connection with its private placement transactions (expired 2014) and of embedded conversion options with a convertible note. The Company evaluated these derivatives to assess their proper classification in the consolidated balance sheets as of December 31, 2015 using the applicable classification criteria enumerated under ASC 815-Derivatives and Hedging. The Company determined that certain embedded conversion features do not contain fixed settlement provisions. The convertible note contains a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the debt derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. |
Advertising Costs, Policy [Policy Text Block] | Advertising The Company's advertising costs are expensed as incurred. Advertising expense was $3,627 and $2,280 for the years ended December 31, 2015 and 2014. |
Accrued Expenses [Policy Text Block] | Accrued expenses: Accrued expenses were comprised of the following: December 31, 2015 December 31, 2014 Payroll $ 13,455 $ 169,965 Legal and accounting services 23,466 39,103 Interest and other 7,269 27,458 Totals $ 44,190 $ 236,526 |
Reclassification, Policy [Policy Text Block] | Reclassification The Company has reclassified the presentation of cost of revenue to conform to current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed below. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. |
NOTE 3 - SUMMARY OF SIGNIFICA22
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: December 31, 2015 December 31, 2014 Convertible notes payable 263,118 - Series A convertible preferred stock - 47,666 Options to purchase common stock 629,628 441,064 Warrants to purchase common stock 703,413 220,913 Restricted stock units - 43,619 Totals 1,596,159 753,262 |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses were comprised of the following: December 31, 2015 December 31, 2014 Payroll $ 13,455 $ 169,965 Legal and accounting services 23,466 39,103 Interest and other 7,269 27,458 Totals $ 44,190 $ 236,526 |
NOTE 4 - FAIR VALUE OF FINANC23
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Financial liabilities as of December 31, 2015 measured at fair value on a recurring basis are summarized below (none at December 31, 2014): December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 170,497 $ -- $ -- $ 170,497 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The fair value of the conversion option was calculated using a binomial lattice formula with the following weighted average assumptions during the year ended December 31, 2015: July 20, December 31, 2015 2015 Common Stock Closing Price $ 8.50 $ 1.45 Conversion Price per Share $ 7.6334 $ 1.1402 Conversion Shares 71,864 263,118 Call Option Value 4.21 0.65 Dividend Yield 0.00 % 0.00 % Volatility 124.15 % 129.48 % Risk-free Interest Rate 0.31 % 0.49 % Term 1.0 years 0.55 years |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis using significant unobservable input for the two years ended December 31, 2015: Balance-January 1, 2014 $ 2,030 Change in fair value of derivative liabilities (2,030 ) Balance, December 31, 2014 -0- Aggregate amount of derivative instruments issued 302,287 Transfer to equity at payoff of convertible note (1,459 ) Change in fair value of derivative liabilities (130,331 ) Balance, December 31, 2015 $ 170,497 |
NOTE 5 - PROPERTY AND EQUIPME24
NOTE 5 - PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment include the following: December 31, 2015 December 31, 2014 Office Equipment $ 31,468 $ 24,961 Less: Accumulated depreciation (24,786 ) (18,646 ) Property and equipment, net $ 6,682 $ 6,315 |
NOTE 6 - INTANGIBLE ASSETS (Tab
NOTE 6 - INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consist of the following: December 31, 2015 December 31, 2014 Capitalized Software Development Costs $ 2,162,220 $ 1,781,053 Less: Accumulated amortization (1,344,672 ) (986,502 ) Net capitalized development costs $ 817,548 $ 794,551 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The estimated future amortization of intangible assets over the remaining weighted average useful life of approximately 4 years is as follows: 2016 $ 318,556 2017 206,889 2018 145,927 2019 94,138 Thereafter 52,038 $ 817,548 |
NOTE 8 - STOCKHOLDERS_ EQUITY (
NOTE 8 - STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following assumptions were used in determining the fair value of employee and vesting non-employee options: December 31, 2015 December 31, 2014 Risk-free interest rate 1.37% - 2.27 % 1.97% - 2.73 % Dividend yield 0 % 0 % Stock price volatility 123.05% - 140.67 % 76% - 79 % Expected life 5-10 years 6-10 years Weighted average grant date fair value $ 5.90 $ 5.50 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes the stock option activity for the years ended December 31, 2015 and 2014: Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2014 277,561 $ 9.57 8.7 $ 259,558 Granted 246,255 $ 6.50 10.0 $ - Exercised (8,400 ) Forfeitures or expirations (74,352 ) $ 8.11 Outstanding at December 31, 2014 441,064 $ 8.44 4.2 $ 858,766 Granted 194,364 $ 5.87 10.0 $ - Forfeitures or expirations (5,800 ) $ 14.53 Outstanding at December 31, 2015 629,628 $ 7.59 4.5 $ - Exercisable at December 31, 2015 429,544 $ 7.89 3.7 $ - |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table presents information related to stock options at December 31, 2015: Options Outstanding Options Exercisable Exercise Price Number of Options Weighted Average Remaining Life In Years Exercisable Number of Options $ 0.00-5.00 222,945 4.8 193,568 5.01-12.50 382,675 4.4 211,968 12.51-25.00 15,008 4.2 15,008 25.01-45.00 9,000 3.8 9,000 629,628 4.5 429,544 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following table summarizes the restricted stock activity for the two years ended December 31, 2015: Restricted shares issued as of January 1, 2014 269,134 Granted - Total Restricted Shares Issued at December 31, 2014 269,134 Granted - Total Restricted Shares Issued at December 31, 2015 269,134 Vested at December 31, 2015 (269,134 ) Unvested restricted shares as of December 31, 2015 - |
Schedule of Outstanding Warrants [Table Text Block] | The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, at December 31, 2015: Exercise Price Number Outstanding Expiration Date $ 4.75 482,500 September/October 2020 $ 5.00 220,913 August 2016 $ 703,413 |
Schedule of Warrants Activity [Table Text Block] | The following table summarizes the warrant activity for the years ended December 31, 2015 and 2014: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2014 649,915 $ 3.85 3.4 $ - Grants - - Exercised (409,823 ) $ 10.00 Forfeitures or expirations (19,179 ) $ 31.00 Outstanding at January 1, 2015 220,913 $ 5.00 1.7 $ - Grants 482,500 $ 4.75 5.0 $ - Exercised - Forfeitures or expirations - Outstanding at December 31, 2015 703,413 $ 4.83 3.5 $ - Exercisable at December 31, 2015 703,413 $ 4.83 3.5 $ - |
NOTE 10 - COMMITMENTS AND CON27
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under these agreements are as follows: Year Ending December 31, 2016 $ 102,719 2017 106,817 2018 89,565 2019 38,084 $ 337,185 |
NOTE 11 - INCOME TAXES (Tables)
NOTE 11 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that give rise to deferred tax assets are presented below: For The Years Ended December 31, Deferred Tax Assets: 2015 2014 Net operating loss carryforward $ 4,853,854 $ 4,447,768 Stock-based compensation 2,403,765 2,205,340 Accounts receivable 14,501 - Subsidiary investment 360,423 - Total deferred tax assets 7,632,543 6,653,108 Deferred Tax Liabilities: Fixed assets 303 - Software development costs 60,584 - Total deferred tax liabilities 60,887 - Deferred tax asset, net 7,571,656 6,653,108 Valuation allowance (7,571,656 ) (6,653,108 ) Deferred tax asset, net of valuation allowance $ - $ - Changes in valuation allowance $ 918,548 $ 1,463,191 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The income tax provision (benefit) consists of the following: For The Years Ended December 31, 2015 2014 Federal: Current $ - $ - Deferred (918,548 ) (1,463,191 ) State and local: Current - - Deferred - - (918,548 ) (1,463,191 ) Change in valuation allowance 918,548 1,463,191 Income tax provision (benefit) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For The Years Ended December 31, 2015 2014 Tax benefit at federal statutory rate (34.0 )% (34.0 )% Other non-deductible compensation subject to SEC 162(M) 0.0 % 10.1 % Permanent differences 6.2 % 5.0 % Change in valuation allowance 27.8 % 18.9 % Effective income tax rate 0 % 0 % |
NOTE 2 - GOING CONCERN AND MA29
NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 730,482 | |
Working Capital | 441,014 | |
Proceeds from Issuance or Sale of Equity | 1,854,725 | |
Proceeds from Convertible Debt | $ 415,123 | $ 0 |
NOTE 3 - SUMMARY OF SIGNIFICA30
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Licenses Revenue (in Dollars) | $ 390,506 | $ 23,798 |
Sales Revenue, Services, Other (in Dollars) | 501,989 | 736,091 |
Sales Revenue, Goods, Gross (in Dollars) | 112,000 | |
Allowance for Doubtful Accounts Receivable (in Dollars) | $ 42,650 | 23,511 |
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Advertising Expense (in Dollars) | $ 3,627 | $ 2,280 |
Customer 1 [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Concentration Risk, Percentage | 10.00% | 62.00% |
Customer 1 [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Concentration Risk, Percentage | 10.00% | 59.00% |
Customer 2 [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Concentration Risk, Percentage | 30.00% | 20.00% |
Customer 2 [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Concentration Risk, Percentage | 25.00% | 18.00% |
Customer 3 [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Concentration Risk, Percentage | 39.00% | |
Customer 3 [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Concentration Risk, Percentage | 39.00% | 10.00% |
Minimum [Member] | Office Equipment [Member] | ||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | Office Equipment [Member] | ||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years |
NOTE 3 - SUMMARY OF SIGNIFICA31
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,596,159 | 753,262 |
Employee Stock Option [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 629,628 | 441,064 |
Warrant [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 703,413 | 220,913 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 0 | 43,619 |
Series A Preferred Stock [Member] | Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 0 | 47,666 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 263,118 | 0 |
NOTE 3 - SUMMARY OF SIGNIFICA32
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Accrued Liabilities - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Accrued Liabilities [Abstract] | ||
Payroll | $ 13,455 | $ 169,965 |
Legal and accounting services | 23,466 | 39,103 |
Interest and other | 7,269 | 27,458 |
Totals | $ 44,190 | $ 236,526 |
NOTE 4 - FAIR VALUE OF FINANC33
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) | Jul. 20, 2015 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
NOTE 4 - FAIR VALUE OF FINANC34
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Dec. 31, 2015USD ($) |
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Derivative liability | $ 170,497 |
Fair Value, Inputs, Level 1 [Member] | |
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Derivative liability | |
Fair Value, Inputs, Level 2 [Member] | |
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Derivative liability | |
Fair Value, Inputs, Level 3 [Member] | |
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Derivative liability | $ 170,497 |
NOTE 4 - FAIR VALUE OF FINANC35
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | Jul. 20, 2015$ / shares | Dec. 31, 2015$ / shares |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Abstract] | ||
Common Stock Closing Price (in Dollars per share) | $ 8.50 | $ 1.45 |
Conversion Price per Share (in Dollars per share) | $ 7.6334 | $ 1.1402 |
Conversion Shares | 71,864 | 263,118 |
Call Option Value (in Dollars per share) | $ 4.21 | $ 0.65 |
Dividend Yield | 0.00% | 0.00% |
Volatility | 124.15% | 129.48% |
Risk-free Interest Rate | 0.31% | 0.49% |
Term | 1 year | 200 days |
NOTE 4 - FAIR VALUE OF FINANC36
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||
Balance | $ 0 | $ 2,030 |
Aggregate amount of derivative instruments issued | 302,287 | |
Transfer to equity at payoff of convertible note | (1,459) | |
Change in fair value of derivative liabilities | (130,331) | (2,030) |
Balance | $ 170,497 | $ 0 |
NOTE 5 - PROPERTY AND EQUIPME37
NOTE 5 - PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 6,139 | $ 4,874 |
NOTE 5 - PROPERTY AND EQUIPME38
NOTE 5 - PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Property and Equipment [Abstract] | ||
Office Equipment | $ 31,468 | $ 24,961 |
Less: Accumulated depreciation | (24,786) | (18,646) |
Property and equipment, net | $ 6,682 | $ 6,315 |
NOTE 6 - INTANGIBLE ASSETS (Det
NOTE 6 - INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Text Block [Abstract] | ||
Capitalized Computer Software, Gross | $ 2,162,220 | $ 1,781,053 |
Capitalized Computer Software, Amortization | $ 358,171 | $ 339,255 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years |
NOTE 6 - INTANGIBLE ASSETS (De
NOTE 6 - INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Finite-Lived Intangible Assets [Abstract] | ||
Capitalized Software Development Costs | $ 2,162,220 | $ 1,781,053 |
Less: Accumulated amortization | (1,344,672) | (986,502) |
Net capitalized development costs | $ 817,548 | $ 794,551 |
NOTE 6 - INTANGIBLE ASSETS (41
NOTE 6 - INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Dec. 31, 2015USD ($) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | |
2,016 | $ 318,556 |
2,017 | 206,889 |
2,018 | 145,927 |
2,019 | 94,138 |
Thereafter | 52,038 |
$ 817,548 |
NOTE 7 - NOTES PAYABLE (Details
NOTE 7 - NOTES PAYABLE (Details) | Dec. 18, 2015USD ($)$ / shares | Jul. 20, 2015USD ($)$ / shares | Nov. 10, 2014USD ($)$ / sharesshares | Nov. 15, 2012USD ($)$ / sharesshares | Dec. 31, 2012USD ($) | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($) |
NOTE 7 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 7.6334 | $ 1.1402 | ||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 223,419 | |||||||
Amortization of Debt Discount (Premium) | $ 318,050 | $ 223,419 | ||||||
Repayments of Convertible Debt | 250,000 | 50,000 | ||||||
Derivative Liability | 170,497 | |||||||
Purchase Agreement [Member] | ||||||||
NOTE 7 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Private Offering, Maximum Limit Amount | $ 3,000,000 | |||||||
Private Offering Per Unit Cost (in Dollars per share) | $ / shares | $ 50,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 250 | |||||||
Debt Conversion, Converted Instrument, Expiration Period | 2 years | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 10 | |||||||
Number of Units Sold | 9 | |||||||
Proceeds from Issuance of Debt | $ 450,000 | |||||||
Debt Instrument, Unamortized Discount | $ 225,000 | |||||||
Debt Instrument, Increase (Decrease), Other, Net | 150,000 | |||||||
Debt Instrument, Unamortized Discount (Premium), Net | 268,210 | |||||||
Amortization of Debt Discount (Premium) | $ 223,419 | |||||||
Long-term Debt, Gross | $ 376,581 | |||||||
November 2012 Debentures [Member] | ||||||||
NOTE 7 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 550 | 143,500 | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 4 | $ 3.8314 | ||||||
Long-term Debt, Gross | $ 550,000 | |||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||
Gain (Loss) on Debt Modifcation and Conversion Inducement | 413,917 | |||||||
Repayments of Convertible Debt | 50,000 | |||||||
July 2015 Debenture [Member] | ||||||||
NOTE 7 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 7.6335 | |||||||
Proceeds from Issuance of Debt | $ 415,123 | |||||||
Debt Instrument, Unamortized Discount | 50,000 | 119,115 | ||||||
Amortization of Debt Discount (Premium) | $ 0 | |||||||
Debt Instrument, Face Amount | $ 300,000 | $ 550,000 | ||||||
Gain (Loss) on Debt Modifcation and Conversion Inducement | $ (41,434) | |||||||
Debt Instrument, Term | 1 year | |||||||
Debt Instrument, Convertible, Terms of Conversion Feature | At any time commencing one hundred and eighty one days from issuance, the note is convertible into shares of the Company’s common stock at the option of the holder at a conversion price | |||||||
Debt Instrument, Payment Terms | delay the guaranteed interest start date by thirty days until February 20, 2016 and to delay the first installment payment by thirty days until February 20, 2016 | If the $550,000 principal amount of the July 2015 Note and all accrued but unpaid interest thereof is not paid in full on or before January 16, 2016, the July 2015 Note shall amortize in four equal payments payable on January 20, 2016, February 20, 2016, March 20, 2016 and April 20, 2016. These payments shall be paid (i) in cash at a 120% premium, and/or (ii) in shares of the Company's common stock at a 20% discount to the average of the three daily volume weighted average prices of the Company’s common stock for the prior three trading days, provided the Company is in compliance with certain equity conditions as defined in the July 2015 Note. | ||||||
Debt Instrument, Maturity Date | Jan. 16, 2016 | |||||||
Derivative Liability | $ 302,287 | |||||||
Extinguishment of Debt, Amount | $ 250,000 | |||||||
Notes Payable | 180,885 | |||||||
May 2013 Debenture [Member] | ||||||||
NOTE 7 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Amortization of Debt Discount (Premium) | $ 318,051 | |||||||
Minimum [Member] | July 2015 Debenture [Member] | ||||||||
NOTE 7 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 7.6335 | |||||||
Maximum [Member] | July 2015 Debenture [Member] | ||||||||
NOTE 7 - NOTES PAYABLE (Details) [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 4.25 |
NOTE 8A - REVERSE STOCK SPLIT (
NOTE 8A - REVERSE STOCK SPLIT (Details) | Jun. 26, 2015shares |
Reverse Stock Split [Abstract] | |
Stockholders' Equity, Reverse Stock Split | 50-for-1 |
Conversion of Stock, Shares Converted | 250,666,631 |
Conversion of Stock, Shares Issued | 5,013,366 |
NOTE 8 - STOCKHOLDERS_ EQUITY44
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - USD ($) | Jun. 26, 2015 | Mar. 03, 2015 | Dec. 15, 2014 | Dec. 12, 2014 | Sep. 26, 2014 | Aug. 18, 2014 | Apr. 09, 2014 | Mar. 14, 2014 | Mar. 10, 2014 | Jan. 10, 2014 | Dec. 31, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | May. 31, 2015 | Apr. 30, 2015 | Jun. 30, 2014 | May. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 09, 2014 |
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 4.75 | $ 4.75 | |||||||||||||||||||||
Proceeds from Warrant Exercises | $ 0 | $ 1,024,558 | |||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 226,368 | $ 195,468 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,854,725 | ||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 250,666,631 | ||||||||||||||||||||||
Conversion of Stock, Shares Issued (in Shares) | 5,013,366 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 194,364 | 246,255 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 482,500 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Warrants, Grants in Period, Gross (in Shares) | 482,500 | ||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 1,854,725 | ||||||||||||||||||||||
Warrant Term | 5 years | ||||||||||||||||||||||
Sale of Stock, Description of Transaction | The Company was required to file a registration statement covering the shares and the shares issuable upon exercise of the warrants no later than thirty days following the closing. The registration statement was filed on November 2, 2015 and effective November 6, 2015. In addition, the purchase agreement prohibits the Company from effecting any public offering of common stock within ninety days of the closing unless the closing price of the Company’s common stock is above $15.00 per share for ten consecutive trading days. | ||||||||||||||||||||||
Placement Agent, Commission Percentage | 8.00% | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $ 7.89 | $ 7.89 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 255 days | ||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 5.87 | $ 6.50 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 8,400 | ||||||||||||||||||||||
Proceeds from Stock Options Exercised | $ 0 | $ 21,728 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 6 months | 4 years 73 days | 8 years 255 days | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Intrinsic Value | $ 0 | $ 0 | |||||||||||||||||||||
Share-based Compensation | 583,603 | 3,731,915 | |||||||||||||||||||||
Warrant Agreement Amendment No 3 [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.50 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 185,823 | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 464,558 | ||||||||||||||||||||||
Gain (Loss) on Derivative Instruments, Net, Pretax | $ 219,773 | ||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 164,050 | ||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 161,827 | ||||||||||||||||||||||
Conversion of Stock, Shares Issued (in Shares) | 47,646 | ||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 3.395 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 285,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 1,330,000 | ||||||||||||||||||||||
Sales Commissions and Fees | $ 95,000 | ||||||||||||||||||||||
Conversion of Stock, Shares Issued (in Shares) | 173,267 | ||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 3.395 | ||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 588,241 | ||||||||||||||||||||||
Investor Relations Services [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 19,448 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 104,026 | ||||||||||||||||||||||
Legal Services [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 26,293 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 122,342 | ||||||||||||||||||||||
Out of Pocket Expense [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Payments of Stock Issuance Costs | 31,850 | ||||||||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 6,400 | ||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ 3.395 | ||||||||||||||||||||||
Proceeds from Stock Options Exercised | $ 21,728 | ||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 523,037 | $ 523,037 | |||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||||||||||||||||||||
Share-based Compensation | $ 583,603 | 1,250,113 | |||||||||||||||||||||
Employee Stock Option [Member] | Consultants [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 8,000 | 10,000 | |||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 7 | $ 7 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | 10 years | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 41,688 | $ 52,049 | |||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation | $ 0 | $ 2,478,124 | |||||||||||||||||||||
Investor Relations Services [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 22,154 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 130,000 | ||||||||||||||||||||||
Legal Services [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 9,046 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 65,468 | ||||||||||||||||||||||
Warrant Agreement Amendment No 4 [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.50 | $ 2.50 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 224,000 | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 560,000 | ||||||||||||||||||||||
Gain (Loss) on Derivative Instruments, Net, Pretax | $ 241,176 | ||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock Cancelled During Period, Shares, for Services (in Shares) | 2,222 | ||||||||||||||||||||||
StockCancelled During Period, Value, for Services | $ 10,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 2,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 15,000 | ||||||||||||||||||||||
Stock Cancelled During Period, Shares, for Services (in Shares) | 15,000 | ||||||||||||||||||||||
StockCancelled During Period, Value, for Services | $ 85,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | Employee Stock Option [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 184,655 | 32,864 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 800,000 | ||||||||||||||||||||||
Officers' Compensation | 1,140,000 | ||||||||||||||||||||||
Payments to Employees | 85,000 | ||||||||||||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 1,055,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $ 7 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 10 years | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 5 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 137,501 | ||||||||||||||||||||||
Employees and Contractors [Member] | Employee Stock Option [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 34,600 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 170,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||||||||
Director [Member] | Employee Stock Option [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 80,000 | 25,000 | 7,500 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 101,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | |||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 7 | $ 5 | $ 5 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | 10 years | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Intrinsic Value | $ 34,945 | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 493,774 | ||||||||||||||||||||||
Employees [Member] | Employee Stock Option [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 20,000 | 5,000 | 10,000 | 1,000 | 2,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 9,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | 3 years | 3 years | |||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 1.95 | $ 5.14 | $ 6.50 | $ 5.50 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | 10 years | 10 years | 10 years | |||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 40,658 | $ 15,254 | $ 44,978 | $ 5,570 | |||||||||||||||||||
New Director [Member] | Employee Stock Option [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 20,000 | ||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 7 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 128,115 | ||||||||||||||||||||||
Long Term Incentive Plan [Member] | Employee Stock Option [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 700,000 | ||||||||||||||||||||||
Minimum [Member] | Employees and Contractors [Member] | Employee Stock Option [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 6 | ||||||||||||||||||||||
Minimum [Member] | Employees [Member] | Employee Stock Option [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 2.86 | ||||||||||||||||||||||
Maximum [Member] | Employees and Contractors [Member] | Employee Stock Option [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 6.50 | ||||||||||||||||||||||
Maximum [Member] | Employees [Member] | Employee Stock Option [Member] | |||||||||||||||||||||||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 3.90 |
NOTE 8 - STOCKHOLDERS_ EQUITY
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Weighted average grant date fair value (in Dollars per share) | $ 5.90 | $ 5.50 |
Minimum [Member] | ||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Risk-free interest rate | 1.37% | 1.97% |
Stock price volatility | 123.05% | 76.00% |
Expected life | 5 years | 6 years |
Maximum [Member] | ||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Risk-free interest rate | 2.27% | 2.73% |
Stock price volatility | 140.67% | 79.00% |
Expected life | 10 years | 10 years |
NOTE 8 - STOCKHOLDERS_ EQUITY46
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Share-based Compensation, Stock Options, Activity - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | |||
Options Outstanding | 629,628 | 441,064 | 277,561 |
Options Outstanding, Weighted Average Exercise Price (in Dollars per share) | $ 7.59 | $ 8.44 | $ 9.57 |
OptionsOutstanding, Weighted Average Remaining Contractual Term | 4 years 6 months | 4 years 73 days | 8 years 255 days |
Options Outstanding, Aggregate Intrinsic Value (in Dollars) | $ 0 | $ 858,766 | $ 259,558 |
Exercisable at December 31, 2015 | 429,544 | ||
Exercisable at December 31, 2015 (in Dollars per share) | $ 7.89 | ||
Exercisable at December 31, 2015 | 3 years 255 days | ||
Exercisable at December 31, 2015 (in Dollars) | $ 0 | ||
Options Grants | 194,364 | 246,255 | |
Options Grants, Weighted Average Exercise Price (in Dollars per share) | $ 5.87 | $ 6.50 | |
Options Grants, Weighted Average Remaining Contractual Term | 10 years | 10 years | |
Options Grants, Aggregate Intrinsic Value (in Dollars) | $ 0 | $ 0 | |
Exercised | (8,400) | ||
Options, Forfeitures or expirations | (5,800) | (74,352) | |
Options, Forfeitures or expirations, Weighted Average Exercise Price (in Dollars per share) | $ 14.53 | $ 8.11 |
NOTE 8 - STOCKHOLDERS_ EQUITY47
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Options | 629,628 |
Options Exercisable, Weighted Average Remaining Life in Years | 4 years 6 months |
Options Exercisable, Number of Options | 429,544 |
Exercise Price Range $0.00 - $5.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Lower Limit (in Dollars per share) | $ / shares | $ 0 |
Options Outstanding, Number of Options | 222,945 |
Options Exercisable, Weighted Average Remaining Life in Years | 4 years 292 days |
Exercise Price, Upper Limit (in Dollars per share) | $ / shares | $ 5 |
Options Exercisable, Number of Options | 193,568 |
Exercise Price Range $5.01 - $12.50 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Lower Limit (in Dollars per share) | $ / shares | $ 5.01 |
Options Outstanding, Number of Options | 382,675 |
Options Exercisable, Weighted Average Remaining Life in Years | 4 years 146 days |
Exercise Price, Upper Limit (in Dollars per share) | $ / shares | $ 12.50 |
Options Exercisable, Number of Options | 211,968 |
Exercise Price Range $12.51 - $25.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Lower Limit (in Dollars per share) | $ / shares | $ 12.51 |
Options Outstanding, Number of Options | 15,008 |
Options Exercisable, Weighted Average Remaining Life in Years | 4 years 73 days |
Exercise Price, Upper Limit (in Dollars per share) | $ / shares | $ 25 |
Options Exercisable, Number of Options | 15,008 |
Exercise Price Range $25.01 - $45.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Lower Limit (in Dollars per share) | $ / shares | $ 25.01 |
Options Outstanding, Number of Options | 9,000 |
Options Exercisable, Weighted Average Remaining Life in Years | 3 years 292 days |
Exercise Price, Upper Limit (in Dollars per share) | $ / shares | $ 45 |
Options Exercisable, Number of Options | 9,000 |
NOTE 8 - STOCKHOLDERS_ EQUITY48
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Abstract] | ||
Restricted shares, outstanding | 269,134 | 269,134 |
Vested at December 31, 2015 | (269,134) | |
Unvested restricted shares as of December 31, 2015 | 0 | |
Restricted shares, granted | 0 | 0 |
Restricted shares, outstanding | 269,134 | 269,134 |
NOTE 8 - STOCKHOLDERS_ EQUITY49
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Outstanding Warrants | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Outstanding Warrants [Line Items] | |
Warrant Exercise Price (in Dollars per share) | $ / shares | $ 4.75 |
Number of Warrants Outstanding | shares | 703,413 |
Warrants Exercisable at $4.75 [Member] | |
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Outstanding Warrants [Line Items] | |
Warrant Exercise Price (in Dollars per share) | $ / shares | $ 4.75 |
Number of Warrants Outstanding | shares | 482,500 |
Warrant Expiration Date | September/October 2020 |
Warrants Exercisable at $5.00 [Member] | |
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Outstanding Warrants [Line Items] | |
Warrant Exercise Price (in Dollars per share) | $ / shares | $ 5 |
Number of Warrants Outstanding | shares | 220,913 |
Warrant Expiration Date | August 2,016 |
NOTE 8 - STOCKHOLDERS_ EQUITY50
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Warrants Activity - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Warrants Activity [Line Items] | |||
Warrants Outstanding | 703,413 | ||
Warrants Outstanding, Weighted-Average Exercise Price | $ 4.75 | ||
Warrants Granted | 482,500 | ||
Warrant [Member] | |||
NOTE 8 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Warrants Activity [Line Items] | |||
Warrants Outstanding | 703,413 | 220,913 | 649,915 |
Warrants Outstanding, Weighted-Average Exercise Price | $ 4.83 | $ 5 | $ 3.85 |
Warrants Outstanding, Weighted-Average Remaining Contractual Term | 3 years 6 months | 1 year 255 days | 3 years 146 days |
Warrants Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | $ 0 |
Exercisable at December 31, 2015 | 703,413 | ||
Exercisable at December 31, 2015 | $ 4.83 | ||
Exercisable at December 31, 2015 | 3 years 6 months | ||
Exercisable at December 31, 2015 | $ 0 | ||
Warrants Granted | 482,500 | 0 | |
Warrants Granted, Weighted-Average Exercise Price | $ 4.75 | $ 0 | |
Warrants Granted, Weighted-Average Remaining Contractual Term | 5 years | ||
Warrants Granted, Aggregate Intrinsic Value | $ 0 | ||
Warrants Exercised | 0 | (409,823) | |
Warrants Exercised, Weighted-Average Exercise Price | $ 0 | $ 10 | |
Warrants Forfeited or Expired | 0 | (19,179) | |
Warrants Forfeited or Expired, Weighted-Average Exercise Price | $ 0 | $ 31 |
NOTE 9 - RELATED PARTY TRANSA51
NOTE 9 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
NOTE 9 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Proceeds from Issuance or Sale of Equity | $ 1,854,725 | |
Out of Pocket Expense [Member] | ||
NOTE 9 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Payments of Stock Issuance Costs | 31,850 | |
Outsourced Accounting Services [Member] | Affiliated Entity [Member] | ||
NOTE 9 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 40,687 | $ 29,940 |
Due to Related Parties | 2,250 | 2,250 |
Capital Market Advisory Services [Member] | Affiliated Entity [Member] | ||
NOTE 9 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 125,000 | $ 120,000 |
Due to Related Parties | 0 | |
Payments of Stock Issuance Costs | $ 95,000 | |
Commissions, Percentage of Gross Proceeds | 8.00% | |
Proceeds from Issuance or Sale of Equity | $ 164,050 | |
Capital Market Advisory Services [Member] | Affiliated Entity [Member] | Out of Pocket Expense [Member] | ||
NOTE 9 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Payments of Stock Issuance Costs | $ 14,167 |
NOTE 10 - COMMITMENTS AND CON52
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Oct. 16, 2015 | Sep. 21, 2015 | Dec. 15, 2014 | Oct. 01, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 14, 2015 |
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Operating Leases, Rent Expense | $ 58,846 | $ 51,114 | |||||
IZEA [Member] | |||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Royalty Fee, Percentage | 4.125% | ||||||
Yelp [Member] | |||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Settlement Agreement, Purchase Terms | Yelp has agreed to purchase 4,000 KIOSentrix beacons | ||||||
Building [Member] | |||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Lease Expiration Date | Jun. 30, 2019 | Dec. 15, 2017 | Sep. 30, 2018 | ||||
Operating Leases, Rent Expense, Minimum Rentals | $ 5,696 | $ 1,278 | |||||
Security Deposit | $ 1,235 | $ 1,345 | $ 2,188 | ||||
Operating Leases, Rent Expense | $ 1,491 | ||||||
Lease and Rental Expenses, Percentage Increase | 3.50% | 3.50% | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 3 years | ||||||
Building [Member] | Lease Payments Increase [Member] | |||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 6,347 |
NOTE 10 - COMMITMENTS AND CON53
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Rental Payments for Operating Leases | Dec. 31, 2015USD ($) |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | |
2,016 | $ 102,719 |
2,017 | 106,817 |
2,018 | 89,565 |
2,019 | 38,084 |
$ 337,185 |
NOTE 11 - INCOME TAXES (Details
NOTE 11 - INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
NOTE 11 - INCOME TAXES (Details) [Line Items] | ||
Operating Loss Carryforwards | $ 14,276,041 | $ 13,081,670 |
Minimum [Member] | ||
NOTE 11 - INCOME TAXES (Details) [Line Items] | ||
Operating Loss Carryforwards, Expiration Year | 2,031 | |
Maximum [Member] | ||
NOTE 11 - INCOME TAXES (Details) [Line Items] | ||
Operating Loss Carryforwards, Expiration Year | 2,035 |
NOTE 11 - INCOME TAXES (Detai55
NOTE 11 - INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carryforward | $ 4,853,854 | $ 4,447,768 |
Stock-based compensation | 2,403,765 | 2,205,340 |
Accounts receivable | 14,501 | 0 |
Subsidiary investment | 360,423 | 0 |
Total deferred tax assets | 7,632,543 | 6,653,108 |
Deferred Tax Liabilities: | ||
Fixed assets | 303 | 0 |
Software development costs | 60,584 | 0 |
Total deferred tax liabilities | 60,887 | 0 |
Deferred tax asset, net | 7,571,656 | 6,653,108 |
Valuation allowance | (7,571,656) | (6,653,108) |
Deferred tax asset, net of valuation allowance | 0 | 0 |
Changes in valuation allowance | $ 918,548 | $ 1,463,191 |
NOTE 11 - INCOME TAXES (Detai56
NOTE 11 - INCOME TAXES (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Federal: | ||
Current | $ 0 | $ 0 |
Deferred | (918,548) | (1,463,191) |
State and local: | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
(918,548) | (1,463,191) | |
Change in valuation allowance | 918,548 | 1,463,191 |
Income tax provision (benefit) | $ 0 | $ 0 |
NOTE 11 - INCOME TAXES (Detai57
NOTE 11 - INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Tax benefit at federal statutory rate | (34.00%) | (34.00%) |
Other non-deductible compensation subject to SEC 162(M) | 0.00% | 10.10% |
Permanent differences | 6.20% | 5.00% |
Change in valuation allowance | 27.80% | 18.90% |
Effective income tax rate | 0.00% | 0.00% |
NOTE 12 - SUBSEQUENT EVENTS (De
NOTE 12 - SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 11, 2016 | Mar. 01, 2016 | Mar. 11, 2016 | Dec. 31, 2015 |
NOTE 12 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||
Stock Issued During Period, Shares, New Issues (in Shares) | 482,500 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Warrants, Grants in Period, Gross (in Shares) | 482,500 | |||
Proceeds from Issuance or Sale of Equity | $ 1,854,725 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 4.75 | |||
Warrant Term | 5 years | |||
Subsequent Event [Member] | ||||
NOTE 12 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||
Repayments of Debt | $ 300,000 | |||
Stock Issued During Period, Shares, New Issues (in Shares) | 470,591 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Warrants, Grants in Period, Gross (in Shares) | 117,648 | |||
Proceeds from Issuance or Sale of Equity | $ 400,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.25 | $ 1.25 | ||
Warrant Term | 5 years | |||
Payments of Stock Issuance Costs | $ 10,000 |