Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2016shares | |
Document and Entity Information | |
Entity Registrant Name | SPINDLE, INC. |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2016 |
Amendment Flag | false |
Entity Central Index Key | 1,403,802 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 69,822,628 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q3 |
Trading Symbol | spdl |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 15,779 | $ 161,226 |
Accounts receivable, net | 190,358 | 105,096 |
Prepaid expenses and deposits | 141,191 | 1,789,547 |
Inventory | 10,579 | 10,579 |
Total current assets | 357,907 | 2,066,448 |
Other assets | ||
Property and equipment, net | 16,570 | 16,921 |
Goodwill, net | 3,296,228 | 4,636,212 |
Intangible assets, net | 1,063,058 | 1,422,750 |
Total other assets | 4,375,856 | 6,075,883 |
Total assets | 4,733,763 | 8,142,331 |
Current liabilities | ||
Accounts payable and accrued liabilities | 231,945 | 342,201 |
Advances | 190,000 | |
Accrued liabilities - related party | 164,750 | 14,437 |
Notes payable - related party, net | 51,052 | 66,053 |
Total current liabilities | 447,747 | 612,691 |
Non-current liabilities | ||
Long-term notes payable, net | 21,331 | |
Long-term notes payable - related party, net | 78,404 | |
Total non-current liabilities | 99,735 | |
Total liabilities | 547,482 | 612,691 |
Stockholders' equity | ||
Preferred stock, value | ||
Common stock, value | 69,823 | 64,297 |
Common stock payable | 342 | 697 |
Additional paid-in capital | 27,415,827 | 26,576,761 |
Accumulated deficit | (23,299,711) | (19,112,115) |
Total stockholders' equity | 4,186,281 | 7,529,640 |
Total liabilities and stockholders' equity | $ 4,733,763 | $ 8,142,331 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Balance Sheets | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 69,822,628 | 64,296,519 |
Common stock, shares outstanding | 69,822,628 | 64,296,519 |
Common shares payable, unissued | 342,214 | 696,853 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement | ||||
Sales income | $ 115,996 | $ 133,591 | $ 588,411 | $ 426,872 |
Cost of sales | 28,278 | 51,593 | 52,642 | 145,516 |
Gross profit | 87,718 | 81,998 | 535,769 | 281,356 |
Expenses: | ||||
Depreciation and amortization | 118,166 | 125,470 | 342,732 | 415,082 |
Promotional and marketing | 5,776 | 5,493 | 18,476 | 30,949 |
Consulting | 126,989 | 114,000 | 407,163 | 274,580 |
Salaries and wages | 263,836 | 246,683 | 1,200,813 | 1,387,235 |
Director fees | 28,610 | 41,100 | 121,755 | 123,600 |
Professional fees | 146,618 | 46,583 | 365,974 | 288,480 |
General and administrative expenses | 203,691 | 50,189 | 530,114 | 169,562 |
Loss on impairment of long-lived asset | 1,518,328 | 1,561,985 | ||
Total operating expenses | 2,412,014 | 629,518 | 4,549,012 | 2,689,488 |
Net operating income (loss) | (2,324,296) | (547,520) | (4,013,243) | (2,408,132) |
Other income (expense) | ||||
Gain (loss) on sale of assets | (30) | 373,124 | ||
Gain (loss) on legal settlement | (115,000) | |||
Other expense | 9 | 38,522 | 10,138 | 38,522 |
Interest expense, net | 19,816 | 143 | 37,478 | 1,059 |
Interest expense - related party | 5,713 | 11,737 | 54 | |
Total other income (expense) | (25,538) | (38,695) | (174,353) | 333,489 |
Loss before provision for income taxes | (2,349,834) | (586,215) | (4,187,596) | (2,074,643) |
Provision for income taxes | ||||
Net (loss) | $ (2,349,834) | $ (586,215) | $ (4,187,596) | $ (2,074,643) |
Weighted average number of common shares outstanding - basic and diluted | 69,045,301 | 50,941,747 | 66,468,158 | 45,768,336 |
Net (loss) per share - basic and diluted | $ (0.03) | $ (0.01) | $ (0.06) | $ (0.05) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities | ||
Net (loss) | $ (4,187,596) | $ (2,074,643) |
Adjustments to reconcile net loss to net cash (used) by operating activities: | ||
Shares issued for services | 175,402 | 375,771 |
Shares issued for services - related party | 347,320 | 20,250 |
Depreciation and amortization | 342,732 | 414,599 |
Gain (loss) on sale of assets | 373,124 | |
Amortization of debt discounts | 41,068 | 54 |
Options issued for services | 393,908 | 1,021,484 |
Gain (loss) related to long-lived assets | (1,561,985) | |
Gain (loss) related to bad debt | (150,345) | |
Gain (loss) on legal settlement | (115,000) | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (235,607) | 51,919 |
(Increase) decrease in prepaid expenses | 102,523 | 17,213 |
(Increase) in inventory | (7,734) | |
(Increase) decrease in deposits and other assets | 17,500 | |
Increase in accounts payable and accrued expenses | (110,255) | (285,676) |
Increase in deferred revenue | 3,291 | |
(Decrease) increase in expenses - related party | 257,312 | (271,276) |
Net cash (used in) operating activities | (1,045,863) | (1,090,372) |
Cash flows from investing activities | ||
Purchase of fixed assets | 3,863 | |
Sale of fixed assets | 753,710 | |
Additions to capitalized software development | 200,828 | 296,699 |
Net cash provided by (used in) investing activities | (204,691) | 457,011 |
Cash flows from financing activities | ||
Payment for share repurchase | 100,000 | |
Proceeds for advances | 460,000 | |
Payments on notes payable | 30,000 | |
Payments on advances - related party | 8,000 | |
Proceeds from sale of common stock | 1,243,107 | 175,000 |
Net cash provided by (used in) financing activities | 1,105,107 | 635,000 |
Net increase (decrease) in cash | (145,447) | 1,639 |
Cash - beginning of the period | 161,226 | 169,807 |
Cash - ending of the period | $ 15,779 | $ 171,446 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Basis of Presentation | NOTE 1 - BASIS OF PRESENTATION The interim unaudited condensed financial statements included herein, presented in accordance with accounting principles generally accepted in the United States of America (GAAP) and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim unaudited condensed financial statements be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2015 and notes thereto included in the Company's Annual Report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and cash equivalents The Company considers cash and cash equivalents to include all stable, highly liquid investments with an original maturity of three months or less from the date of purchase. 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 and 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. Actual results could differ materially from those estimates. Revenue recognition Revenue is derived on a per transaction basis through the Companys gateway and payments platform. The Company also earns revenue for services, account establishment fees and licensure on Software as a Service (SaaS) basis, and on a performance basis, such as when a client acquires a new customer through our platform. Revenue is recognized in accordance with Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements Accounts receivable, net Accounts receivable is reported at the customers outstanding balances, less any allowance for doubtful accounts. An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. Interest is not accrued on overdue accounts receivable. Inventory Inventory consists of merchandise held for sale in the ordinary course of business, including cost of freight and other miscellaneous acquisition costs, and stated at the lower of cost or market. The Company records a write-down for inventory items which have become obsolete or are in excess of anticipated demand or net realizable value. We periodically perform a detailed review of inventory that considers multiple factors including demand forecasts, market conditions, product life cycle status, product development plans and current sales levels. If actual demand or market conditions for the Companys products are less favorable than forecasted or if unforeseen changes negatively affect the utility of our inventory, additional write-downs may be required. Property and equipment Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. Depreciation is computed on the straight-line and accelerated methods for financial reporting and income tax reporting purposes based upon the following estimated useful lives: Computer software 3 years Computer hardware 5 years Office furniture 7 years Long-lived assets The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets Fair value of financial instruments We account for non-recurring fair value measurements of our non-financial assets and liabilities in accordance with ASC 820-10 Fair Value Measurement. This guidance defines fair value, establishes a framework for measuring fair value and addresses required disclosures about fair value measurements. This standard establishes a three-level hierarchy for fair value measurements based upon the significant inputs used to determine fair value. Observable inputs are those which are obtained from market participants external to the Company while unobservable inputs are generally developed internally, utilizing managements estimates, assumptions and specific knowledge of the assets/liabilities and related markets. The three levels are defined as follows: · · · If the only observable inputs are from inactive markets or for transactions which the Company evaluates as distressed, the use of Level 1 inputs should be modified by the company to properly address these factors, or the reliance of such inputs may be limited, with a greater weight attributed to Level 3 inputs. Due to the short-term nature of our financial assets and liabilities, we consider their carrying amounts to approximate fair value. Goodwill We account for goodwill in accordance with ASC Topic 805-30-25, Accounting for Business Combinations Accounting for Goodwill - Subsequent Measurement ASC Topic 805-30-25 requires that the acquirer recognize goodwill as of the acquisition date as the excess of the fair value of the consideration transferred over the fair value of the net acquisition-date amounts of the identifiable assets and liabilities assumed. ASC Topic 350-20-35 requires that goodwill acquired in a purchase and determined to have an indefinite useful life is not amortized, but instead tested for impairment annually or more frequently when events or circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value. Our annual goodwill impairment testing date is December 31 of each year. The Company first assesses qualitative factors to determine whether its necessary to perform the two-step goodwill impairment test. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. If the qualitative assessment results in an indication that its more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative assessment must be performed. Management has determined that the Company has one reporting unit for purposes of testing goodwill. The quantitative analysis involves estimating the fair value of its reporting unit utilizing a combination of valuation methods including market capitalization, the income approach and cash flows. Income and cash flow forecasts were used in the evaluation of goodwill based on managements estimate of future performance. If goodwill is determined to be impaired as a result of this analysis, an impairment loss is recorded equal to the difference between the assets carrying value and fair value. The Company recorded an impairment to its goodwill for each of the years ended December 31, 2015 and 2014, and for the quarter ended September 30, 2016, as further discussed in Note 8. Capitalized software development costs We capitalize internal software development costs subsequent to establishing technological feasibility of a software application. Capitalized software development costs represent the costs associated with the internal development of the Companys software applications. Amortization of such costs is recorded on a software application-by-application basis, based on the greater of the proportion of current year sales to the total of current and estimated future sales for the applications or the straight-line method over the remaining estimated useful life of the software application. We continually evaluate the recoverability of capitalized software costs and will charge to operations amounts that are deemed unrecoverable for projects we may abandon. The Company recorded an impairment to its software development costs for the year ended December 31, 2015 and for the quarters ended June 30 and September 30, 2016. Beneficial Conversion Feature If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (BCF). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 Debt with Conversion and Other Options Debt Discount The Company determines if the convertible debenture should be accounted for as liability or equity under ASC 480, Liabilities - Distinguishing Liabilities from Equity (ASC 480). ASC 480, applies to certain contracts involving a companys own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, obligations that require or may require repurchase of the issuers equity shares by transferring assets (e.g., written put options and forward purchase contracts), and certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: · · · If the entity determined the instrument meets the guidance under ASC 480 the instrument is accounted for as a liability with a respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of promissory notes (see Notes 9 and 10). These costs are amortized to non-cash interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Stock-based compensation We account for stock-based payments to employees in accordance with ASC 718, Stock Compensation We account for stock-based payments to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees We estimate forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized as compensation under ASC Topic 505-50. In accordance with ASC 505-50, the cost of stock-based compensation is measured at the grant date based on the fair value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes option-pricing model, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. Loss per share We report earnings (loss) per share in accordance with ASC Topic 260-10, " Earnings per Share Income taxes We account for income taxes under the provisions of ASC Topic 740, Income Taxes Recent accounting pronouncements We continually assess any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Companys financial reporting, we undertake a study to determine the consequence of the change to our financial statements and assure there are proper controls in place to ascertain that our financials properly reflect the change. In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, " Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Going Concern | NOTE 3 - GOING CONCERN Our condensed financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, we have incurred a net loss of ($2,349,834) and ($4,187,596) for the three and nine months ended September 30, 2016, respectively, and have an accumulated deficit of ($23,299,711). In order to continue as a going concern, the Company may need, among other things, additional capital resources. There are no assurances that without generating new revenue during 2016 that the Company will be successful without additional financing. Should revenues not grow sufficiently and the Company not be able to secure additional financing through the sale of its securities or debt, it would be unlikely for us to continue as a going concern. The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. |
Accounts Receivable, Net, Discl
Accounts Receivable, Net, Disclosure | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Accounts Receivable, Net, Disclosure | NOTE 4 - ACCOUNTS RECEIVABLE, NET Accounts receivable consist of the following at: SEPTEMBER 30, DECEMBER 31, 2016 2015 Due from customers and vendors $ 31,108 $ 26,773 Due from sale of residual assets -- 75,374 Due from processing activity 234,250 2,949 Allowance for uncollectible accounts (75,000) -- Total accounts receivable, net $ 190,358 $ 105,096 With the recent transition of management, the Company has undertaken various analyses with respect to the recorded balances and the underlying assets for the receivables and intangibles. In the quarter ended September 30, 2016, management analyzed amounts recorded as receivable from processing activity and the likelihood of receiving the full amount due the Company. Recent general interaction and the relationship with one of the processors has indicated that the full amount may not be collected and a reserve for $75,000 was established to reflect this. The Company will continue to pursue payment. |
Prepaid Expenses and Deposits D
Prepaid Expenses and Deposits Disclosure | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Prepaid Expenses and Deposits Disclosure | NOTE 5 - PREPAID EXPENSES AND DEPOSITS Prepaid expenses and deposits consist of the following at: SEPTEMBER 30, DECEMBER 31, 2016 2015 Prepaid insurance $ 9,625 $ 44,275 Prepaid license and trademark fees -- 1,610,000 Prepaid consulting fees 131,566 129,751 Other prepaid expenses -- 5,521 Total prepaid expenses and deposits $ 141,191 $ 1,789,547 |
Property and Equipment, Net, Di
Property and Equipment, Net, Disclosure | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Property and Equipment, Net, Disclosure | NOTE 6 - PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following at: SEPTEMBER 30, DECEMBER 31, 2016 2015 Office furniture & equipment $ 35,710 $ 31,847 Less: accumulated depreciation (19,140) (14,926) Total property and equipment, net $ 16,570 $ 16,921 During the three and nine months ended September 30, 2016, we recorded depreciation expense of $1,408 and $4,214, respectively, and during the three months and nine months ended September 30, 2015, we recorded depreciation expense of $1,306 and $3,919, respectively. |
Other Intangible Assets, Net, D
Other Intangible Assets, Net, Disclosure | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Other Intangible Assets, Net, Disclosure | NOTE 7 - OTHER INTANGIBLE ASSETS, NET Other intangible assets, net consist of the following at: SEPTEMBER 30, ACCUMULATED SEPTEMBER 30, 2016 GROSS AMORTIZATION 2016 NET Capitalized software costs $ 1,562,704 $ (622,824) $ 939,880 License agreements and contracts 75,000 (6,250) 68,750 Domain names 85,000 (30,572) 54,428 $ 1,722,704 $ (659,646) $ 1,063,058 DECEMBER 31, ACCUMULATED DECEMBER 31, 2015 GROSS AMORTIZATION 2015 NET Capitalized software costs $ 2,048,998 $ (763,684) $ 1,285,314 License agreements and contracts 75,000 -- 75,000 Domain names 85,000 (22,564) 62,436 $ 2,208,998 $ (786,248) $ 1,422,750 During the three months ended September 30, 2016, management reviewed the carrying amount of the assets and determined that because of changes in the focus of the Companys current direction, certain software would not be used and no longer had value to the Company. As a result of this analysis, the Company recorded an impairment loss in the amount of $597,656 for software development that had previously been capitalized, net of $419,312 of amortization related to the assets. Our amortization expense for the three and nine months ended September 30, 2016 was $116,758 and $338,518, respectively. Management will continue to review and analyze the carrying value of the intangible assets during the remainder of 2016. During the year ended December 31, 2015, management reviewed the carrying amount of the assets and determined that due to changes in the focus of the Companys current direction, certain costs that had been capitalized to software development would not be used and no longer had value to the Company. As a result of this analysis, $542,771 in costs were recorded as an impairment loss, net of $287,831 of amortization related to the assets. |
Goodwill Disclosure
Goodwill Disclosure | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Goodwill Disclosure | NOTE 8 - GOODWILL SEPTEMBER 30, DECEMBER 31, 2016 2015 Goodwill $ 5,976,198 $ 5,976,198 Less: accumulated impairment loss (2,679,970) (1,339,986) Total goodwill, net $ 3,296,228 $ 4,636,212 In connection with the acquisition of certain liabilities and substantially all the assets of MeNetwork on March 20, 2013, we recorded related goodwill of $2,679,970. During our annual evaluations of goodwill, we determined that the carrying amount of goodwill related to MeNetwork was less than its fair value. As a result, the Company recorded an impairment loss of $669,993 for each of the years ended December 31, 2015 and December 31, 2014. With the recent transition of management, the Company evaluated the MeNetwork goodwill during the quarter ended September 30, 2016, and determined this asset no longer has value to the Company. Therefore, the asset was completely impaired during the third quarter of 2016 and an additional $1,339,984 was recorded to impairment expense. In connection with the acquisition of Yowza!! in January 2014, we recorded related goodwill of $3,291,932. During our annual evaluations of goodwill, we determined that the fair value of goodwill exceeded its carrying amount and thus, no impairment charge has been recorded. Management will complete its analysis in the fourth quarter of 2016 and depending on the results of such analysis, may have further impairment losses. |
Notes Payable Disclosure
Notes Payable Disclosure | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Notes Payable Disclosure | NOTE 9 - NOTES PAYABLE, NET OF UNAMORTIZED DISCOUNT On May 18, 2016, we converted a $182,000 payable to an investor and entered into a Convertible Promissory Note (Note) with an investor in the Company. The note bears an interest rate of 6% per annum and has a maturity date of May 18, 2018. The total value of the note, if converted to stock, would be $404,444 and therefore a discount in the amount of $182,000 was recorded, as the conversion feature cannot be greater than the amount of the debt. This amount is amortized to interest expense over the term of the note. During the three and nine months ended September 30, 2016, interest expense related to amortization of the discount on the unpaid notes of $17,012 and $32,438, respectively, was recorded. The balance of the unamortized discount at September 30, 2016 was $149,562. During the three months ended September 30, 2016, the Company repaid $10,000 of the Notes principal balance. This Note is presented as a Long term note payable on our Condensed Balance Sheets. On December 15, 2011, we issued a Promissory Grid Note (Grid Note) to a former director of the Company whereby formalizing various advances previously received from the former director in the amount of $51,300 and allowing for future advances of up to $250,000. The Grid Note is non-interest bearing, unsecured and matured on December 15, 2014. We imputed interest at a rate of 2% per annum and recorded a discount in the amount of $10,640. In connection with one of the previous advances in the amount of $25,000, we issued warrants to purchase up to 250,000 shares of our common stock at a price per share of $1.00 resulting in an additional discount of $17,709. The total discount attributable to the Grid Note totaled $28,349 and was amortized to interest expense over the term of the Grid Note. During the three and nine months ended September 30, 2015, interest expense of $0 and $54 related to the discount on the unpaid note balance was recorded, respectively. During the nine months ended September 30, 2016, the Company repaid $7,500 of the principal balance of the Grid Note. |
Long Term Notes Payable Disclos
Long Term Notes Payable Disclosure | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Long Term Notes Payable Disclosure | NOTE 10 - LONG TERM NOTES PAYABLE - RELATED PARTY, NET OF UNAMORTIZED DISCOUNT On March 25, 2016, we entered into an agreement with a 5% stockholder of the Company. This agreement is for a $100,000 promissory note, convertible to stock under certain circumstances. The note bears an interest rate of 6% per annum and has a maturity date of March 25, 2018. The total value of the note, if converted to stock, would be $133,333 and therefore a discount in the amount of $33,333 was recorded. This amount is amortized to interest expense - related party over the term of the note. During the three and nine months ended September 30, 2016, interest expense related to amortization of the discount on the unpaid note of $4,201 and $8,630 was recorded. The balance of the unamortized discount at September 30, 2016 was $24,703. |
Stockholders' Equity Disclosure
Stockholders' Equity Disclosure | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Stockholders' Equity Disclosure | NOTE 11 - STOCKHOLDERS EQUITY The Company is authorized to issue up to 300,000,000 shares of common stock, par value $0.001. During the three months ended March 31, 2016, the Company: · · · · · · Also, in accordance with a settlement agreement signed between the Company and Help Worldwide, Inc. (HWW) that terminated the license agreement between the two entities, HWW returned 6,500,000 of the 7,000,000 shares of Spindle restricted common stock issued to HWW for the license fee in May 2015. The LPO license agreement was terminated amicably and not due to default or breach by any party. In conjunction with the settlement agreement, 200,000 shares of Spindle stock were returned to the Company by one of the principals of HWW, and the associated warrants were cancelled. The entire transaction resulted in a loss to the Company of $115,000. During the three months ended June 30, 2016, we: · · · · · · · During the three months ended September 30, 2016, the Company: · · · · |
Warrants and Options Disclosure
Warrants and Options Disclosure | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Warrants and Options Disclosure | NOTE 12 - WARRANTS AND OPTIONS In conjunction with the Stock Purchase Agreement in the quarter ended September 30, 2016 (SPA), the Company issued common stock purchase warrants. These warrants entitle the holder to purchase additional shares of Spindle common stock at a price of $0.135 per share. The holder may exercise his purchase rights at any time up to the third anniversary of the agreement. The following is a summary of the status of the Companys stock warrants as of September 30, 2016: Number of Warrants Weighted-Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding at December 31, 2014 250,000 Granted 350,000 -- Exercised -- -- Forfeited/Cancelled -- -- Outstanding at December 31, 2015 600,000 $ 0.500 1.85 Exercisable at December 31, 2015 250,000 $ 0.500 1.47 Outstanding at December 31, 2015 600,000 Granted 778,346 -- Exercised -- -- Forfeited/Cancelled (200,000) -- Outstanding at September 30, 2016 1,178,346 $ 0.259 3.25 Exercisable at September 30, 2016 1,078,346 $ 0.237 3.40 The following is a summary of the status of the status of the stock options that have been granted to employees and directors under the Companys 2012 Stock Incentive Plan. Number of Options Weighted-Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding at December 31, 2014 3,460,834 Granted 991,250 -- Exercised -- -- Forfeited/Cancelled (1,462,084) -- Outstanding at December 31, 2015 2,990,000 $ 0.426 8.10 Exercisable at December 31, 2015 1,944,167 $ 0.561 7.03 Outstanding at December 31, 2015 2,990,000 Granted -- -- Exercised -- -- Forfeited/Cancelled (1,442,500) -- Outstanding at September 30, 2016 1,547,500 $ 0.389 7.35 Exercisable at September 30, 2016 831,666 $ 0.500 6.44 |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information Disclosure | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Supplemental Disclosure of Cash Flow Information Disclosure | NOTE 13 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION The following table presents certain supplemental cash flow information: NINE MONTHS ENDED SEPTEMBER 30, 2016 2015 Cash paid for interest $ 1,147 $ 1,059 Cash paid for interest - related party $ -- $ 54 Cash paid for income taxes $ -- $ -- Conversion of advances to notes payable $ 182,000 $ -- Conversion of advances to notes payable - related party $ 100,000 $ -- Shares issued for prepaid expenses $ 70,000 $ 34,729 Shares issued for accounts payable $ -- $ 300,000 Shares returned for legal settlement $ (1,595,000) $ -- |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Subsequent Events | NOTE 14 - SUBSEQUENT EVENTS In the period between September 30, and November 10, 2016, the Company issued an additional 227,361 shares of its common stock. Of these previously authorized shares, 127,500 were issued to consultants in accordance with the terms of their consulting agreements, and 99,861 shares were issued as payment for legal fees. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash and cash equivalents The Company considers cash and cash equivalents to include all stable, highly liquid investments with an original maturity of three months or less from the date of purchase. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies: Use of Estimates Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Use of Estimates Policy | 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 and 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. Actual results could differ materially from those estimates. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Revenue Recognition Policy | Revenue recognition Revenue is derived on a per transaction basis through the Companys gateway and payments platform. The Company also earns revenue for services, account establishment fees and licensure on Software as a Service (SaaS) basis, and on a performance basis, such as when a client acquires a new customer through our platform. Revenue is recognized in accordance with Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements |
Summary of Significant Accoun23
Summary of Significant Accounting Policies: Accounts Receivable Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Accounts Receivable Policy | Accounts receivable, net Accounts receivable is reported at the customers outstanding balances, less any allowance for doubtful accounts. An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. Interest is not accrued on overdue accounts receivable. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies: Inventory Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Inventory Policy | Inventory Inventory consists of merchandise held for sale in the ordinary course of business, including cost of freight and other miscellaneous acquisition costs, and stated at the lower of cost or market. The Company records a write-down for inventory items which have become obsolete or are in excess of anticipated demand or net realizable value. We periodically perform a detailed review of inventory that considers multiple factors including demand forecasts, market conditions, product life cycle status, product development plans and current sales levels. If actual demand or market conditions for the Companys products are less favorable than forecasted or if unforeseen changes negatively affect the utility of our inventory, additional write-downs may be required. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies: Property and Equipment Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Property and Equipment Policy | Property and equipment Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. Depreciation is computed on the straight-line and accelerated methods for financial reporting and income tax reporting purposes based upon the following estimated useful lives: Computer software 3 years Computer hardware 5 years Office furniture 7 years |
Summary of Significant Accoun26
Summary of Significant Accounting Policies: Long-lived Assets Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Long-lived Assets Policy | Long-lived assets The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets |
Summary of Significant Accoun27
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Fair Value of Financial Instruments Policy | Fair value of financial instruments We account for non-recurring fair value measurements of our non-financial assets and liabilities in accordance with ASC 820-10 Fair Value Measurement. This guidance defines fair value, establishes a framework for measuring fair value and addresses required disclosures about fair value measurements. This standard establishes a three-level hierarchy for fair value measurements based upon the significant inputs used to determine fair value. Observable inputs are those which are obtained from market participants external to the Company while unobservable inputs are generally developed internally, utilizing managements estimates, assumptions and specific knowledge of the assets/liabilities and related markets. The three levels are defined as follows: · · · If the only observable inputs are from inactive markets or for transactions which the Company evaluates as distressed, the use of Level 1 inputs should be modified by the company to properly address these factors, or the reliance of such inputs may be limited, with a greater weight attributed to Level 3 inputs. Due to the short-term nature of our financial assets and liabilities, we consider their carrying amounts to approximate fair value. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies: Goodwill Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Goodwill Policy | Goodwill We account for goodwill in accordance with ASC Topic 805-30-25, Accounting for Business Combinations Accounting for Goodwill - Subsequent Measurement ASC Topic 805-30-25 requires that the acquirer recognize goodwill as of the acquisition date as the excess of the fair value of the consideration transferred over the fair value of the net acquisition-date amounts of the identifiable assets and liabilities assumed. ASC Topic 350-20-35 requires that goodwill acquired in a purchase and determined to have an indefinite useful life is not amortized, but instead tested for impairment annually or more frequently when events or circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value. Our annual goodwill impairment testing date is December 31 of each year. The Company first assesses qualitative factors to determine whether its necessary to perform the two-step goodwill impairment test. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. If the qualitative assessment results in an indication that its more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative assessment must be performed. Management has determined that the Company has one reporting unit for purposes of testing goodwill. The quantitative analysis involves estimating the fair value of its reporting unit utilizing a combination of valuation methods including market capitalization, the income approach and cash flows. Income and cash flow forecasts were used in the evaluation of goodwill based on managements estimate of future performance. If goodwill is determined to be impaired as a result of this analysis, an impairment loss is recorded equal to the difference between the assets carrying value and fair value. The Company recorded an impairment to its goodwill for each of the years ended December 31, 2015 and 2014, and for the quarter ended September 30, 2016, as further discussed in Note 8. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies: Capitalized Software Development Costs Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Capitalized Software Development Costs Policy | Capitalized software development costs We capitalize internal software development costs subsequent to establishing technological feasibility of a software application. Capitalized software development costs represent the costs associated with the internal development of the Companys software applications. Amortization of such costs is recorded on a software application-by-application basis, based on the greater of the proportion of current year sales to the total of current and estimated future sales for the applications or the straight-line method over the remaining estimated useful life of the software application. We continually evaluate the recoverability of capitalized software costs and will charge to operations amounts that are deemed unrecoverable for projects we may abandon. The Company recorded an impairment to its software development costs for the year ended December 31, 2015 and for the quarters ended June 30 and September 30, 2016. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies: Beneficial Conversion Feature Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Beneficial Conversion Feature Policy | Beneficial Conversion Feature If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (BCF). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 Debt with Conversion and Other Options |
Summary of Significant Accoun31
Summary of Significant Accounting Policies: Debt Discount Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Debt Discount Policy | Debt Discount The Company determines if the convertible debenture should be accounted for as liability or equity under ASC 480, Liabilities - Distinguishing Liabilities from Equity (ASC 480). ASC 480, applies to certain contracts involving a companys own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, obligations that require or may require repurchase of the issuers equity shares by transferring assets (e.g., written put options and forward purchase contracts), and certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: · · · If the entity determined the instrument meets the guidance under ASC 480 the instrument is accounted for as a liability with a respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of promissory notes (see Notes 9 and 10). These costs are amortized to non-cash interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies: Stock-based Compensation, Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Stock-based Compensation, Policy | Stock-based compensation We account for stock-based payments to employees in accordance with ASC 718, Stock Compensation We account for stock-based payments to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees We estimate forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized as compensation under ASC Topic 505-50. In accordance with ASC 505-50, the cost of stock-based compensation is measured at the grant date based on the fair value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes option-pricing model, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies: Loss Per Share Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Loss Per Share Policy | Loss per share We report earnings (loss) per share in accordance with ASC Topic 260-10, " Earnings per Share |
Summary of Significant Accoun34
Summary of Significant Accounting Policies: Income Taxes Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Income Taxes Policy | Income taxes We account for income taxes under the provisions of ASC Topic 740, Income Taxes |
Summary of Significant Accoun35
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Recent Accounting Pronouncements | Recent accounting pronouncements We continually assess any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Companys financial reporting, we undertake a study to determine the consequence of the change to our financial statements and assure there are proper controls in place to ascertain that our financials properly reflect the change. In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, " Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Summary of Significant Accoun36
Summary of Significant Accounting Policies: Property and Equipment Policy: Property and equipment estimated useful lives (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Property and equipment estimated useful lives | Computer software 3 years Computer hardware 5 years Office furniture 7 years |
Accounts Receivable, Net, Dis37
Accounts Receivable, Net, Disclosure: Schedule of Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Accounts Receivable | SEPTEMBER 30, DECEMBER 31, 2016 2015 Due from customers and vendors $ 31,108 $ 26,773 Due from sale of residual assets -- 75,374 Due from processing activity 234,250 2,949 Allowance for uncollectible accounts (75,000) -- Total accounts receivable, net $ 190,358 $ 105,096 |
Prepaid Expenses and Deposits38
Prepaid Expenses and Deposits Disclosure: Schedule of Prepaid Expenses and Deposits (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Prepaid Expenses and Deposits | SEPTEMBER 30, DECEMBER 31, 2016 2015 Prepaid insurance $ 9,625 $ 44,275 Prepaid license and trademark fees -- 1,610,000 Prepaid consulting fees 131,566 129,751 Other prepaid expenses -- 5,521 Total prepaid expenses and deposits $ 141,191 $ 1,789,547 |
Property and Equipment, Net, 39
Property and Equipment, Net, Disclosure: Schedule of Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Property and Equipment | SEPTEMBER 30, DECEMBER 31, 2016 2015 Office furniture & equipment $ 35,710 $ 31,847 Less: accumulated depreciation (19,140) (14,926) Total property and equipment, net $ 16,570 $ 16,921 |
Other Intangible Assets, Net,40
Other Intangible Assets, Net, Disclosure: Schedule of Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Intangible Assets | SEPTEMBER 30, ACCUMULATED SEPTEMBER 30, 2016 GROSS AMORTIZATION 2016 NET Capitalized software costs $ 1,562,704 $ (622,824) $ 939,880 License agreements and contracts 75,000 (6,250) 68,750 Domain names 85,000 (30,572) 54,428 $ 1,722,704 $ (659,646) $ 1,063,058 DECEMBER 31, ACCUMULATED DECEMBER 31, 2015 GROSS AMORTIZATION 2015 NET Capitalized software costs $ 2,048,998 $ (763,684) $ 1,285,314 License agreements and contracts 75,000 -- 75,000 Domain names 85,000 (22,564) 62,436 $ 2,208,998 $ (786,248) $ 1,422,750 |
Goodwill Disclosure_ Schedule o
Goodwill Disclosure: Schedule of Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Goodwill | SEPTEMBER 30, DECEMBER 31, 2016 2015 Goodwill $ 5,976,198 $ 5,976,198 Less: accumulated impairment loss (2,679,970) (1,339,986) Total goodwill, net $ 3,296,228 $ 4,636,212 |
Warrants and Options Disclosu42
Warrants and Options Disclosure: Schedule of Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Stock Warrants | Number of Warrants Weighted-Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding at December 31, 2014 250,000 Granted 350,000 -- Exercised -- -- Forfeited/Cancelled -- -- Outstanding at December 31, 2015 600,000 $ 0.500 1.85 Exercisable at December 31, 2015 250,000 $ 0.500 1.47 Outstanding at December 31, 2015 600,000 Granted 778,346 -- Exercised -- -- Forfeited/Cancelled (200,000) -- Outstanding at September 30, 2016 1,178,346 $ 0.259 3.25 Exercisable at September 30, 2016 1,078,346 $ 0.237 3.40 |
Warrants and Options Disclosu43
Warrants and Options Disclosure: Schedule of Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Stock Options | Number of Options Weighted-Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding at December 31, 2014 3,460,834 Granted 991,250 -- Exercised -- -- Forfeited/Cancelled (1,462,084) -- Outstanding at December 31, 2015 2,990,000 $ 0.426 8.10 Exercisable at December 31, 2015 1,944,167 $ 0.561 7.03 Outstanding at December 31, 2015 2,990,000 Granted -- -- Exercised -- -- Forfeited/Cancelled (1,442,500) -- Outstanding at September 30, 2016 1,547,500 $ 0.389 7.35 Exercisable at September 30, 2016 831,666 $ 0.500 6.44 |
Supplemental Disclosure of Ca44
Supplemental Disclosure of Cash Flow Information Disclosure: Schedule of Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Supplemental Cash Flow Information | NINE MONTHS ENDED SEPTEMBER 30, 2016 2015 Cash paid for interest $ 1,147 $ 1,059 Cash paid for interest - related party $ -- $ 54 Cash paid for income taxes $ -- $ -- Conversion of advances to notes payable $ 182,000 $ -- Conversion of advances to notes payable - related party $ 100,000 $ -- Shares issued for prepaid expenses $ 70,000 $ 34,729 Shares issued for accounts payable $ -- $ 300,000 Shares returned for legal settlement $ (1,595,000) $ -- |
Summary of Significant Accoun45
Summary of Significant Accounting Policies: Property and Equipment Policy: Property and equipment estimated useful lives (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Software and Software Development Costs | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures | |
Property, Plant and Equipment, Useful Life | 7 years |
Summary of Significant Accoun46
Summary of Significant Accounting Policies: Loss Per Share Policy (Details) | 9 Months Ended |
Sep. 30, 2016shares | |
Details | |
Potential common shares excluded from the computation of diluted earnings per share | 2,725,846 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Details | |||
Net loss incurred | $ 2,349,834 | $ 4,187,596 | |
Accumulated deficit at end of period | $ 23,299,711 | $ 23,299,711 | $ 19,112,115 |
Accounts Receivable, Net, Dis48
Accounts Receivable, Net, Disclosure: Schedule of Accounts Receivable (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Allowance for uncollectible accounts | $ (75,000) | |
Accounts receivable, net | 190,358 | $ 105,096 |
Due from customers and vendors | ||
Accounts receivable, gross | 31,108 | 26,773 |
Due from sale of residual assets | ||
Accounts receivable, gross | 75,374 | |
Due from processing activity | ||
Accounts receivable, gross | $ 234,250 | $ 2,949 |
Prepaid Expenses and Deposits49
Prepaid Expenses and Deposits Disclosure: Schedule of Prepaid Expenses and Deposits (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Prepaid expenses and other assets | $ 141,191 | $ 1,789,547 |
Prepaid insurances | ||
Prepaid expenses and other assets | 9,625 | 44,275 |
Prepaid license and trademark fees | ||
Prepaid expenses and other assets | 1,610,000 | |
Prepaid consulting fees | ||
Prepaid expenses and other assets | $ 131,566 | 129,751 |
Other prepaid expenses | ||
Prepaid expenses and other assets | $ 5,521 |
Property and Equipment, Net, 50
Property and Equipment, Net, Disclosure: Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Details | ||
Office furniture & equipment | $ 35,710 | $ 31,847 |
Less, accumulated depreciation | (19,140) | (14,926) |
Total property and equipment, net | $ 16,570 | $ 16,921 |
Property and Equipment, Net, 51
Property and Equipment, Net, Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Details | ||||
Depreciation expense | $ 1,408 | $ 1,306 | $ 4,214 | $ 3,919 |
Other Intangible Assets, Net,52
Other Intangible Assets, Net, Disclosure: Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Intangible assets, gross | $ 1,722,704 | $ 2,208,998 | |
Accumulated amortization of intangible assets | (659,646) | (786,248) | |
Intangible assets, net | 1,063,058 | 1,422,750 | |
Capitalized software costs | |||
Intangible assets, gross | 1,562,704 | 2,048,998 | |
Accumulated amortization of intangible assets | (622,824) | (763,684) | |
Intangible assets, net | 939,880 | 1,285,314 | |
License agreements and contracts | |||
Intangible assets, gross | $ 75,000 | 75,000 | |
Accumulated amortization of intangible assets | (6,250) | ||
Intangible assets, net | 68,750 | 75,000 | |
Domain names | |||
Intangible assets, gross | 85,000 | 85,000 | |
Accumulated amortization of intangible assets | (30,572) | (22,564) | |
Intangible assets, net | $ 54,428 | $ 62,436 |
Other Intangible Assets, Net,53
Other Intangible Assets, Net, Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Details | ||
Amortization expense related to capitalized software | $ 116,758 | $ 338,518 |
Goodwill Disclosure_ Schedule54
Goodwill Disclosure: Schedule of Goodwill (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Details | ||
Goodwill, gross | $ 5,976,198 | $ 5,976,198 |
(Less) accumulated impairment loss on goodwill | (2,679,970) | (1,339,986) |
Goodwill, net | $ 3,296,228 | $ 4,636,212 |
Notes Payable Disclosure (Detai
Notes Payable Disclosure (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | May 18, 2016 | Dec. 15, 2011 | |
Amount of note repaid | $ 8,000 | ||
Convertible Promissory Note - May 18, 2016 | |||
Notes payable | $ 182,000 | ||
Debt discount attributed to note | 149,562 | ||
Amount of note repaid | 10,000 | ||
Promissory Grid Note - Dec 15, 2011 | |||
Notes payable | $ 51,300 | ||
Debt discount attributed to note | 28,349 | ||
Amount of note repaid | $ 7,500 |
Long Term Notes Payable Discl56
Long Term Notes Payable Disclosure (Details) - Related party promissory note - March 25, 2016 - USD ($) | Sep. 30, 2016 | Mar. 25, 2016 |
Notes payable | $ 100,000 | |
Debt discount attributed to note | $ 24,703 |
Stockholders' Equity Disclosu57
Stockholders' Equity Disclosure (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Nov. 10, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Common stock authorized to be issued | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Par value of common stock | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock issued for cash | 3,113,385 | 3,055,927 | 2,722,221 | ||||
Proceeds from stock issued for cash | $ 420,307 | $ 412,550 | $ 367,500 | ||||
Gain (loss) on legal settlement | $ 115,000 | $ 115,000 | |||||
Common stock issued, previously authorized | 995,304 | 975,937 | |||||
Value of common stock issued, previously authorized | $ 260,312 | $ 42,249 | |||||
Common stock sold for cash | |||||||
Common stock authorized for issuance | 3,038,889 | ||||||
Board of Directors Consulting Agreements | |||||||
Common stock authorized for issuance | 650,000 | 90,000 | 650,000 | ||||
For legal services | |||||||
Common stock authorized for issuance | 99,861 | 69,804 | 81,011 | 69,804 | 99,861 | ||
Common stock issued for services | 99,861 | ||||||
Advisory Board and consultants for advisory services | |||||||
Common stock authorized for issuance | 369,835 | 476,667 | 369,835 | ||||
Chief Executive Officer as compensation for services | |||||||
Common stock authorized for issuance | 92,593 | ||||||
Directors of the Company for services | |||||||
Common stock issued for services | 680,000 | ||||||
Value of stock issued for services | $ 187,650 | ||||||
HWW license agreement | |||||||
Common stock returned to the Company | 6,500,000 | ||||||
HWW principals | |||||||
Common stock returned to the Company | 200,000 | ||||||
Former CEO as part of transition agreement | |||||||
Common stock issued for services | 500,000 | ||||||
Value of stock issued for services | $ 140,000 | ||||||
Consultant as compensation for services | |||||||
Common stock issued for services | 127,500 | 100,000 | |||||
Value of stock issued for services | $ 25,000 | ||||||
Board of Directors and Consultants for Services | |||||||
Common stock authorized for issuance | 133,500 | 133,500 |
Warrants and Options Disclosu58
Warrants and Options Disclosure: Schedule of Stock Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Details | |||
Number of warrants outstanding | 1,178,346 | 600,000 | 250,000 |
Number of warrants granted | 778,346 | 350,000 | |
Weighted-Average Exercise Price (Warrants outstanding) | $ 0.259 | $ 0.500 | |
Number of warrants forfeited/cancelled | (200,000) |
Warrants and Options Disclosu59
Warrants and Options Disclosure: Schedule of Stock Options (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Details | |||
Number of options outstanding | 1,547,500 | 2,990,000 | 3,460,834 |
Number of options granted in period | 991,250 | ||
Number of options cancelled during the period | (1,442,500) | (1,462,084) | |
Weighted average exercise price (options outstanding) | $ 0.389 | $ 0.426 | |
Number of options exercisable | 831,666 | 1,944,167 | |
Weighted average exercise price (options exercisable) | $ 0.500 | $ 0.561 |
Supplemental Disclosure of Ca60
Supplemental Disclosure of Cash Flow Information Disclosure: Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash paid for interest | $ 1,147 | $ 1,059 |
Cash paid for interest - related party | 54 | |
Conversion of advances to notes payable | ||
Noncash transaction, value recorded | 182,000 | |
Conversion of advances to notes payable - related party | ||
Noncash transaction, value recorded | 100,000 | |
Shares issued for prepaid expenses | ||
Noncash transaction, value recorded | 70,000 | 34,729 |
Shares issued for accounts payable | ||
Noncash transaction, value recorded | $ 300,000 | |
Shares returned for legal settlement | ||
Noncash transaction, value out | $ (1,595,000) |
Subsequent Events (Details)
Subsequent Events (Details) - shares | 1 Months Ended | 3 Months Ended |
Nov. 10, 2016 | Jun. 30, 2016 | |
Consultant as compensation for services | ||
Common stock issued for services | 127,500 | 100,000 |
For legal services | ||
Common stock issued for services | 99,861 |