iCoreConnect 10-K 1 Apr 19 2018 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 22, 2019	Jun. 30, 2018
Document And Entity Information
Entity Registrant Name	iCoreConnect Inc.
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		52,931,933
Entity Public Float			$ 6,127,000
Amendment Flag	false
Entity Central Index Key	0001408057
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Ex Transition Period	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Shell Company	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
ASSETS
Cash and cash equivalents	$ 1,000	$ 52,000
Accounts receivable, net of allowance for doubtful accounts	224,000	122,000
Prepaid expenses	9,000	17,000
Total current assets	234,000	191,000
Property and equipment, net	11,000	10,000
Software development costs, net	535,000	484,000
Acquired technology, net	539,000	630,000
Goodwill and intangible assets, net	416,000	451,000
Total long-term assets, net	1,501,000	1,575,000
TOTAL ASSETS	1,735,000	1,766,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued expenses	664,000	985,000
Line of credit	498,000	498,000
Current maturities of long-term debt	1,361,000	1,461,000
Total current liabilities	2,523,000	2,944,000
Long-term debt, net of current maturities	55,000
Deferred revenue	115,000	86,000
Total long-term liabilities	170,000	86,000
TOTAL LIABILITIES	2,693,000	3,030,000
STOCKHOLDERS' DEFICIT
Preferred stock, Undesignated par value $.001; Authorized 10,000,000 shares; None issued or outstanding
Common stock par value $.001; 600,000,000 shares authorized; Issued and Outstanding: 50,864,131 as of December 31, 2018 and 34,318,198 as of December 31, 2017	51,000	34,000
Additional Paid-In-Capital	70,335,000	64,856,000
Accumulated Deficit	(71,344,000)	(66,154,000)
TOTAL STOCKHOLDERS' DEFICIT	(958,000)	(1,264,000)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,735,000	$ 1,766,000

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
STOCKHOLDERS' DEFICIT
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	50,864,131	34,318,198
Common stock, shares outstanding	50,864,131	34,318,198

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 30, 2017
Consolidated Statements Of Operations
Revenues	$ 250,000	$ 1,089,000	$ 653,000
Cost of Sales	226,000	449,000	296,000
Gross Profit	24,000	640,000	357,000
Expenses
General and administrative	1,410,000	3,451,000	2,319,000
Depreciation and amortization	160,000	407,000	262,000
Total operating expenses	1,570,000	3,858,000	2,581,000
Loss from operations	(1,546,000)	(3,218,000)	(2,224,000)
Other expenses
Interest expense	(115,000)	(232,000)	(2,265,000)
Other expense		(1,740,000)	(1,000)
Total other expense	(115,000)	(1,972,000)	(2,266,000)
Net loss	$ (1,661,000)	$ (5,190,000)	$ (4,490,000)
Net loss per share available to common stockholders, basic and diluted	$ (0.06)	$ (0.12)	$ (5.63)
Weighted average number of shares, basic and diluted	29,155,981	44,622,040	796,845

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($)	Preferred Series A	Preferred Series B	Common Stock	Additional Paid In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Jun. 30, 2016	35.75	57.08	795,225
Beginning Balance, Amount at Jun. 30, 2016				$ 47,187,000	$ (60,003,000)	$ (12,816,000)
Stock compensation expense, Shares			2,005
Stock compensation expense, Amount			$ 4,000	6,000		10,000
Issuance of Preferred Series B shares for services, Shares		6
Issuance of Preferred Series B shares for services, Amount				49,000		49,000
Vesting of stock options				82,000		82,000
Recapitalization and conversion of long-term debt (Note 13), Shares	(35.75)	(63.08)	27,505,079
Recapitalization and conversion of long-term debt (Note 13), Amount			$ 24,000	15,109,000		15,133,000
Stock issued for cash,Amount						10,000
Net loss					(4,490,000)	(4,490,000)
Ending Balance, Shares at Jun. 30, 2017			28,302,309
Ending Balance, Amount at Jun. 30, 2017			$ 28,000	62,433,000	(64,493,000)	(2,032,000)
Stock compensation expense, Amount				15,000		$ 15,000
Stock issued for cash, Shares			2,344,222			2,344,222
Stock issued for cash,Amount			$ 2,000	1,008,000		$ 1,010,000
Stock issued for acquisition of ICDLogic, Shares			1,940,000
Stock issued for acquisition of ICDLogic (Note 12), Amount			$ 2,000	968,000		970,000
Vesting of employee restricted stock, Shares			1,731,667
Vesting of employee restricted stock, Amount			$ 2,000	432,000		434,000
Net loss					(1,661,000)	(1,661,000)
Ending Balance, Shares at Dec. 31, 2017			34,318,198
Ending Balance, Amount at Dec. 31, 2017			$ 34,000	64,856,000	(66,154,000)	(1,264,000)
Stock issued for cash, Shares			9,265,801
Stock issued for cash,Amount			$ 10,000	2,639,000		2,649,000
Vesting of employee restricted stock, Shares			3,539,607
Vesting of employee restricted stock, Amount			$ 4,000	939,000		943,000
Stock issued for acquisition of Electro-Fish Media (Note 12), Shares			3,400,000
Stock issued for acquisition of Electro-Fish Media (Note 12), Amount			$ 3,000	1,697,000		1,700,000
Shares issued for services, Shares			340,525
Shares issued for services, Amount				204,000		204,000
Net loss					(5,190,000)	(5,190,000)
Ending Balance, Shares at Dec. 31, 2018			50,864,131
Ending Balance, Amount at Dec. 31, 2018			$ 51,000	$ 70,335,000	$ (71,344,000)	$ (958,000)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITTIES:
Net loss	$ (1,661,000)	$ (5,190,000)	$ (4,490,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	3,000	4,000	7,000
Amortization of software development	157,000	402,000	255,000
Amortization of deferred loan costs			2,000
Change in allowance for doubtful accounts	3,000	7,000	(8,000)
Share-based expenditures	447,000	2,847,000	141,000
Decrease (increase) in:
Accounts receivable	60,000	(110,000)	(64,000)
Prepaid expenses		8,000	27,000
Accounts payable and accrued expenses	126,000	33,000	2,346,000
Deferred revenue	15,000	29,000	37,000
NET CASH USED IN OPERATING ACTIVITIES	(850,000)	(1,969,000)	(1,747,000)
INVESTING ACTIVITIES
Purchase of property & equipment	(1,000)	(5,000)	(5,000)
Amounts paid for capitalized software development	(193,000)	(337,000)	(317,000)
NET CASH USED IN INVESTING ACTIVITIES	(194,000)	(342,000)	(322,000)
FINANCING ACTIVITIES
Proceeds from long term debt	150,000		2,117,000
Payments on long term debt	(107,000)	(389,000)	(119,000)
Proceeds from issuance of common stock	1,010,000	2,649,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,053,000	2,260,000	1,998,000
NET (DECREASE) / INCREASE IN CASH	9,000	(51,000)	(71,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD	43,000	52,000	114,000
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	52,000	1,000	43,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	63,000	226,000	68,000
Stock issued for acquisitions	970,000
Issuance of common stock during recapitalization for extinguishment of long term debt and conversion of preferred stock			$ 15,133,000

NATURE OF OPERATIONS

NATURE OF OPERATIONS	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 1 - NATURE OF OPERATIONS	iCoreConnect Inc., (“iCoreConnect” or the “Company”), a Nevada Corporation, builds cloud-based healthcare software. The Company’s focus presently is on four different revenue streams: (1) iCoreConnect’s cloud-based exchange, the iCoreExchange, which allows physicians, patients and other members of the healthcare community to exchange patient specific healthcare information securely via the internet, while maintaining compliance with all current Health Insurance Portability and Accountability Act (“HIPAA”) regulations, (2) Customized EHR platform technology that is specifically tailored to provide specialized medical practices with a technology that conforms to workflows of the practice’s particular medical discipline such as ophthalmology, dentistry, orthopedic and other specialties, (3) iCoreConnect has developed a Meaningful Use Consulting Division assisting both medical and dental healthcare providers becoming compliant to ultimately for federal incentive funds under the Federal Meaningful Use Incentive Funds Program, and (4) International Statistical Classification of Diseases and Related Health Problems (ICD) coding software, a medical classification list by the World Health Organization (WHO)(See Note 12). iCoreConnect’s integrated software and service offering enables doctors to meet the regulatory burden associated with secure HIPAA compliant medical records transport with no change in healthcare delivery workflows.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 2 - GOING CONCERN	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the twelve month period ended December 31, 2018, the Company generated an operating loss of $3,218,000. In addition, the Company has an accumulated deficit, total stockholders’ deficit and net working capital deficit of $71,344,000, $958,000 and $2,289,000 at December 31, 2018, respectively. The Company’s activities were primarily financed through private placements of equity securities. The Company intends to raise additional capital through the issuance of debt or equity securities to fund its operations. The Company is reliant on future fundraising to finance operations in the near future. The financing may not be available on terms satisfactory to the Company, if at all. In light of these matters, there is substantial doubt that the Company will be able to continue as a going concern. Currently, management intends to develop a vastly improved healthcare communications system and intends to develop alliances with strategic partners to generate revenues that will sustain the Company. While management believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. Management’s ability to continue as a going concern is ultimately dependent upon its ability to continually increase the Company’s customer base and realize increased revenues from signed contracts. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”). Significant accounting principles followed by the Company and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below. Change in Fiscal Year End On December 15, 2017, the Board of Directors of the Company approved a change in the Company’s fiscal year end from June 30 to December 31 of each year. This change to the calendar year reporting cycle began January 1, 2018. Cash and Cash Equivalents The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at United States banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are customer obligations due under normal trade terms. We maintain an allowance for doubtful accounts for estimated losses resulting from the potential inability of certain customers to make required future payments on amounts due us. Management determines the adequacy of this allowance by periodically evaluating the aging and past due nature of individual customer accounts receivable balances and considering the customer’s current financial situation as well as the existing industry economic conditions and other relevant factors that would be useful in assessing the risk of collectability. If the future financial condition of our customers were to deteriorate, resulting in their inability to make specific required payments, additions to the allowance for doubtful accounts may be required. In addition, if the financial condition of our customers improves and collections of amounts outstanding commence or are reasonably assured, then we may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of $12,000 and $5,000 at December 31, 2018 and 2017, respectively. Property, Equipment and Depreciation Property, equipment, and leasehold improvements are recorded at their historical cost. Depreciation and amortization have been determined using the straight line method over the estimated useful lives of the assets which are computers and office equipment (3 years) and for office furniture and fixtures (7 years). The cost of repairs and maintenance is charged to operations in the period incurred. Software Development Costs and Acquired Software The Company accounts for software development costs, including costs to develop software products or the software component of products to be sold to external users. In accordance with ASC 985-730, Computer Software Research and Development, research and planning phase costs are expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs are capitalized. We have determined that technological feasibility for our products to be marketed to external users was reached before the release of those products. As a result, the development costs and related acquisition costs after the establishment of technological feasibility were capitalized as incurred. Capitalized costs for software to be sold to external users and software acquired in a business combination are amortized based on current and projected future revenue for each product with an annual minimum equal to the straightline amortization over three years. Impairment of Long Lived Assets Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount that the carrying amount of the asset exceeds the fair value of the asset. Goodwill Goodwill acquired in a business combination is not amortized, but is tested for impairment annually or between annual tests when an impairment indicator exists. If an optional qualitative goodwill impairment assessment is not performed, we are required to determine the fair value of each reporting unit. If a reporting unit’s fair value is lower than its carrying value, we must determine the amount of implied goodwill that would be established if the reporting unit was hypothetically acquired on the impairment test date. If the carrying amount of a reporting unit’s goodwill exceeds the amount of implied goodwill, an impairment loss equal to the excess would be recorded. The recoverability of indefinite lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss equal to the excess would be recorded. Revenue Recognition The Company has four primary sources of revenue: • Electronic Health Records (EHR) licenses and rental services • Encrypted Secure & HIPPA Compliant email services (“Encrypted Secure email”) • ICD Coding Software • Meaningful Use Consulting Services Effective January 1, 2018, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification 606 (ASC 606), Revenue from Contracts with Customers, utilizing a full retrospective transition approach reflecting the application of the standard in each prior reporting period. A summary of the impact of the full retrospective transition implementation adjustment on revenue for the six months ended December 31, 2017 and twelve months ended June 30, 2017 is as follows: Previously Recorded ASC 606 Adjustment Adjusted Revenue Revenue: Six months ended December 31, 2017 $ 206,000 $ 44,000 $ 250,000 Twelve months ended June 30, 2017 568,000 85,000 653,000 A summary of the impact of the full retrospective transition implementation adjustment on deferred revenue as of December 31, 2017 and Accumulated deficit as of December 31, 2017, June 30, 2017 and July 1, 2016 is as follows: Previously Recorded ASC 606 Adjustment Adjusted Balances Deferred Revenue as of December 31, 2017 $ 356,000 $ (270,000 ) $ 86,000 Accumulated Deficit as of: December 31, 2017 $ (66,424,000 ) $ 270,000 $ (66,154,000 ) June 30, 2017 (64,719,000 ) 226,000 (64,493,000 ) July 1, 2016 (60,144,000 ) 141,000 (60,003,000 ) Revenue from EHR software licensing arrangements include private cloud hosting services and post contract support provided to clients that have purchased a perpetual or specific term license to the EHR software solution and have contracted with the Company to host the software. These arrangements provide the client with a contractual right to take possession of the software at any time during the private cloud hosting period without significant penalty and it is feasible for the client to either use the software on its own equipment or to contract with an unrelated third party to host the software. The Company recognizes revenue from the sale of its EHR software license at the time the customer has access to use the software, with deferral of revenues associated with the cloud hosting and post contract support performance objectives, allocated based on relative fair value. The Company defers revenue from the sale of its EHR software products associated with cloud hosting and post contract support performance objectives over the term of the license agreement. Cloud hosting performance objective revenues are deferred based on forecasted cloud storage costs, encrypted secure email performance objective revenues are deferred based on the forecasted sales price of those services to other customers of the Company and customer support performance objective revenues are deferred based on forecasted customer support costs based on Company experience. Encrypted Secure email services are provided on a fee basis as software as a service (“SaaS”) arrangements and are recognized as revenue ratably over the contract terms beginning on the date our solutions are made available to the customer. The length of a customer service period is monthly over which such customer has the right to use the Company’s SaaS Encrypted Secure email solution. ICD coding services are provided on a fee basis as SaaS arrangements and are recognized as revenue ratably over the contract terms beginning on the date the Company’s solutions are made available to the customer. The length of a customer service period varies from multi-year annually renewed to monthly over which such customer has the right to use the Company’s ICD coding software solution. Meaningful Use consulting service revenue is recognized in the period that the services are completed and the submission of the customer’s underlying application for Federal Meaningful Use Incentive Funds is received from the relevant taxing authority. Advertising Costs Advertising costs are reported in general and administrative expenses and include advertising, marketing and promotional programs and are charged as expenses in the period or year in which incurred. Advertising costs were $47,000, $50,000 and $19,000, for the twelve month period December 31, 2018, the six month period ended December 31, 2017 and the twelve month period ended June 30, 2017, respectively. Accounting for Derivative Instruments The Company accounts for derivative instruments in accordance with ASC 815, which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and preferred stock instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Freestanding warrants issued by the Company in connection with the issuance or sale of debt and equity instruments are considered to be derivative instruments. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. Income Taxes The Company follows the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between the financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. Valuation allowances are established when it is necessary to reduce deferred income tax assets to the amount, if any, expected to be realized in future years. ASC 740, Accounting for Income taxes (“ASC 740”), requires that deferred tax assets be evaluated for future realization and reduced by a valuation allowance to the extent we believe a portion more likely than not will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative loss experience and expectations of future taxable income by taxing jurisdictions, the carry forwarding periods available to us for tax reporting purposes and other relevant factors. The Company has not recognized a liability for uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits or penalties has not been provided since there has been no unrecognized benefit or penalty. If there were an unrecognized tax benefit or penalty, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company files U.S. Federal income tax returns and various returns in state jurisdictions. The Company’s open tax years subject to examination by the Internal Revenue Service and the state Departments of Revenue generally remain open for three years from the date of filing. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective tax rate in the future. On December 22, 2017 the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) became law. The Tax Act enacted significant tax law changes, largely effective for tax years beginning after December 31, 2017. The Tax Act reduces the corporate tax rate to 21%, effective January 1, 2018, for all corporations. GAAP requires the effect of a change in tax laws or rates to be recognized as of the date of enactment, therefore we have revalued our tax assets and liabilities as of December 22, 2017. As a result of the revaluation of our deferred tax assets and liabilities, the impact of the change in tax law reduced the value of our deferred tax asset and the related valuation allowance as of December 31, 2017 by $8,300,000. 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, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period. Diluted net loss per share reflects the potential dilution of securities by adding other Common Stock equivalents, including stock options, shares issuable on exercise of warrants, convertible preferred stock and convertible notes in the weighted average number of common shares outstanding for a period, if dilutive. Common stock equivalents that are anti-dilutive were excluded from the computation of diluted earnings per share which consisted of all outstanding common stock options and warrants. Stock-Based Compensation The Company accounts for all stock-based payments and awards under the fair value based method. Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to nonemployees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity based instruments on an accelerated basis. The cost of the stock-based payments to non-employees that are fully vested and non-forfeitable as of the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. The Company accounts for the granting of share purchase options to employees using the fair value method whereby all awards to employees are recorded at fair value on the date of the grant. Share based awards granted to employees with a performance condition are measured based on the probable outcome of that performance condition during the requisite service period. Such an award with a performance condition is accrued if it is probable that a performance condition will be achieved. Compensation costs for stock-based payments to employees that do not include performance conditions are recognized on a straight-line basis. The fair value of all share purchase options is expensed over their requisite service period with a corresponding increase to additional capital surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital. The fair value of restricted stock units issued are determined by the Company based on the estimated fair value the Company’s common stock. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model that uses the assumptions noted in the table below. The Company estimates the fair value of its common stock using the closing stock price of its common stock on the date of the agreement. The Company estimates the volatility of its common stock at the date of grant based on it’s historical stock prices. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The Company issued 1,300,000 options to certain officers of the Company during the twelve month period ended December 31, 2018 and did not issue options for the six months ended December 31, 2017 or for the fiscal year ended June 30, 2017. The Company used the following assumptions for options granted during the year ended December 31, 2018: Equity Incentive Plan Assumptions December 31, 2018 Expected Term (years) 2 years Weighted average volatility 100 % Weighted average risk free rate 2.76 % Expected dividends $ 0 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), In July 2017, the Financial Accounting Standards Board issued ASU No. 2017-11, “Accounting for Certain Financial Instruments with Down Round Features” (“Topic 480”). This update changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. ASU 2017-11 is effective for interim and annual periods beginning after December 15, 2018. The Company has evaluated the impact of the pronouncement on the financial statements and has determined that it will not have a significant impact on the financial statements. In June 2018, the Financial Accounting Standards Board issued ASU No. 2018-07, “Compensation-Stock Compensation (“Topic 718”): Improvements to Nonemployee Share-Based Payment Accounting.” This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. ASU 2018-07 is effective for interim and annual periods beginning after December 15, 2018. The Company has evaluated the impact of the pronouncement on the financial statements and has determined that it will not have a significant impact on the financial statements. The Company does not believe that any other issued, but not yet effective accounting standards, if currently adopted, will have a material effect on the Company’s consolidated financial position, results of operations and cash flows.

COMMON STOCK AND PREFERRED STOC

COMMON STOCK AND PREFERRED STOCK	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 4 - COMMON STOCK AND PREFERRED STOCK	Common Stock The Company is authorized to issue up to 600,000,000 shares of common stock and as of December 31, 2018 had 50,864,131 shares of common stock outstanding. Preferred Stock The Company is authorized to issue up to 10,000,000 shares of undesignated preferred stock, and as of December 31, 2018 had no shares of preferred stock outstanding. Stock Issuances During the twelve month period ended December 31, 2018, the Company issued 9,265,801 shares of common stock for cash proceeds of $2,649,000. The Company also issued 3,400,000 shares of common stock for the purchase of all of the outstanding common stock of Electro-Fish Media (See Note 12). The Company also issued 340,525 shares of common stock as compensation to certain directors and vendors for services performed. The Company also issued 5,287,161 shares of restricted common stock as compensation to certain executives and directors for services performed, of which 3,539,607 shares have vested. During the six month period ended December 31, 2017, the Company issued 2,344,222 shares of common stock for cash proceeds of $1,010,000. The Company also issued 1,940,000 shares of common stock for the purchase of certain assets of ICDLogic, LLC (See Note 12). The Company also issued 2,500,000 restricted shares of common stock as compensation to certain employees as part of the 2016 Long Term Employee Compensation Plan, of which 2,079,834 shares have vested. For the fiscal year ended June 30, 2017, the Company did not have any sales of Common Stock, but did issue 2,005 shares of Common Stock for compensation with a value of $10,000. (See Note 13 with respect to the recapitalization of the Company.) Stock Options Certain executives have been granted options or warrants outside of an employee option plan that are compensatory in nature. A summary of option activity for the twelve month period ended December 31, 2018, the six month period ended December 31, 2017 and the twelve month period ended June 30, 2017 are presented below: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic Options Outstanding of Options Price Term in Years Value Balance outstanding - July 1, 2016 296,677 $ 10.40 1.8 $ - Granted - - Exercised - - Forfeited/expired (42,118 ) - Balance outstanding - June 30, 2017 254,559 $ 10.40 1.0 $ - Exercisable - June 30, 2017 205,889 $ 12.47 0.9 $ - Balance outstanding - July 1, 2017 254,559 $ 10.40 1.0 $ - Granted - - Exercised - - Forfeited/expired (56,157 ) $ 11.51 - Balance outstanding - December 31, 2017 198,402 $ 10.40 0.8 $ - Exercisable - December 31, 2017 179,683 $ 7.81 0.7 $ - Outstanding - January 1, 2018 198,402 $ 10.40 0.7 $ - Granted 1,300,000 $ 0.25 10.2 $ - Exercised - Forfeited/expired (142,245 ) $ 9.05 Outstanding - December 31, 2018 1,356,157 $ 0.31 9.8 $ - Exercisable - December 31, 2018 489,490 $ 0.29 9.1 $ - Weighted Weighted Average Average Remaining Number of grant date Years Nonvested Options Options Fair Value to vest Nonvested - July 1, 2016 118,632 $ 10.40 1.5 Granted - $ - Vested (27,844 ) $ 10.57 Forfeited/expired (42,118 ) $ - Nonvested - June 30, 2017 48,670 $ 10.40 0.9 Nonvested - June 30, 2017 48,670 $ - Granted - $ - Vested (18,719 ) $ 4.37 Forfeited/expired (11,232 ) $ - Nonvested - January 1, 2018 18,719 $ 10.40 0.7 Granted 1,300,000 $ 0.13 Vested 452,052 $ 0.31 Forfeited/expired - Nonvested - December 31, 2018 866,667 $ 0.13 1.6 Future compensation related to nonvested awards expected to vest of $143,000 is estimated to be recognized over the weighted average vesting period of approximately 1.6 years. Restricted Stock for Services On April 1, 2018, the Company reached an agreement with a Director of the Company, to issue 1,000,000 shares of restricted common stock as a retainer for future merger and acquisition services. The terms of the agreement include a vesting schedule through May 15, 2020, as defined. On May 22, 2018, the Company’s Board of Directors approved the grant of 4,287,161 shares of restricted common stock to management, for services rendered, of which 2,858,107 shares vested upon issuance and 1,429,054 shares will vest ratably through May 22, 2020. Compensation expense of approximately $360,000 will be recognized in future periods, related to this grant of restricted common stock. On November 3, 2017, our Board of Directors authorized the issuance of 2,500,000 restricted shares of common stock to directors of the Company and certain employees according to the terms of the 2016 Employee Long-Term Incentive Compensation Plan. 1,731,667 restricted shares of common stock vested on the date of Board of Director approval, with all other shares to vest as follows: 33% on the date of Board of Director approval, with 33% on each of the next two anniversary dates of the Board of Director approval. Compensation expense related to these grants for the twelve month period ended December 31, 2018 was $96,000 based on the estimated fair value of our common stock of $0.25 per share. Of the 2,500,000 restricted shares of common stock authorized on November 3, 2017, there were 2,079,833 vested, 348,167 shares unvested and 72,000 shares forfeited, as of December 31, 2018. Compensation expense of approximately $96,000 will be recognized in future periods, related to this grant of restricted shares of common stock. Warrants Warrants to purchase shares of common stock were issued during the twelve month period ended December 31, 2018, the six month period ended December 31, 2017 and the twelve month period ended June 30, 2017, in conjunction with the issuance of common stock. During the twelve month period ended December 31, 2018, warrants to purchase shares of common stock were issued in conjunction with the issuance of shares of common stock. During the twelve month period ended December 31, 2018, the Company issued 4,002,646 warrants related to subscriptions of common stock with an exercise price of $1.35 per share that will expire on June 30, 2020. During the twelve month period ended December 31, 2018, no warrants were exercised and 72,668 expired. Warrants to purchase shares of common stock were issued during the six month period ended December 31, 2017 and the fiscal year ending June 30, 2017, in conjunction with the issuance of common stock, bridge loan financings and for the settlement of a disputed note payable. During the six month period ended December 31, 2017, the Company issued 1,009,900 warrants related to subscriptions of common stock with an exercise price of $1.35 per share that will expire on June 30, 2020. During the fiscal year ended June 30, 2017, the Company settled a dispute with a former employee for an outstanding note payable and warrants issued related to debt. The terms of the settlement agreement included the issuance of 28,078 warrants with an exercise price of $1.35 per share that will expire on June 30, 2020. The Company issued warrants to Bridge Loan investors of 2,253,426 for the fiscal year ended June 30, 2017. During the six month period ended December 31, 2017 and the fiscal year ended June 30, 2017, no warrants were exercised and 35,259 warrants expired. The warrants issued by the Company contain a provision that allows the Company to redeem any or all outstanding and unexercised Warrants at a redemption price of $0.001 per Warrant upon fourteen (14) days’ written notice in the event (i) a Registration Statement registering for sale under the Securities Act of 1933, as amended (the “Act”), the shares of the Company’s Common Stock issuable upon exercise of this Warrant, has been filed with the Securities and Exchange Commission and is in effect on the date of written notice and the redemption date contained therein, (ii) there exists on the date of written notice a public trading market for the Company’s Common Stock and such shares are listed for quotation on the NASDAQ Stock Market or OTC Electronic Bulletin Board, (iii) the public trading price of the Company’s Common Stock has equaled or exceeded 150% of the Exercise Price, as then in effect, for twenty (20) of the preceding thirty (30) Trading Days immediately preceding the date of such notice and (iv) the average daily trading volume during such period has been at least 50,000 shares. The holders of the Warrants called for redemption shall have the right to exercise the Warrants until the close of business on the date next preceding the date fixed for redemption. Weighted Average Warrants Exercise Price Outstanding at July 1, 2016 4,386,858 $ 1.32 Issued 2,281,504 $ 1.35 Exercised - Expired (35,259 ) Outstanding at June 30, 2017 6,633,103 $ 1.33 Issued 1,009,900 $ 1.35 Exercised - Expired - Outstanding at December 31, 2017 7,643,003 $ 1.34 Issued 4,002,646 $ 1.35 Exercised - Expired (72,668 ) Outstanding at December 31, 2018 11,572,980 $ 1.35

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 5 - PROPERTY AND EQUIPMENT	Property and equipment is stated at cost and consist of the following: December 31, December 31, 2018 2017 Furniture and fixtures $ 8,000 $ 8,000 Leasehold improvements 26,000 26,000 Equipment 16,000 11,000 50,000 45,000 Less accumulated depreciation (39,000 ) (35,000 ) $ 11,000 $ 10,000 Depreciation expense on property and equipment for the twelve month period ended December 31, 2018, the six month period ended December 31, 2017 and the twelve month period ended June 30, 2017 was $4,000, $3,000 and $7,000, respectively.

SOFTWARE DEVELOPMENT COSTS

SOFTWARE DEVELOPMENT COSTS	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 6 - SOFTWARE DEVELOPMENT COSTS	A summary of the capitalization and amortization of software development costs as of the dates indicated follows: December 31, December 31, 2018 2017 Development costs $ 1,513,000 $ 1,176,000 Acquired technology 630,000 630,000 Less accumulated amortization (1,069,000 ) (692,000 ) $ 1,074,000 $ 1,114,000 Amortization of software development costs and acquired technology for the twelve month period ended December 31, 2018, the six month period ended December 31, 2017 and the twelve month period ended June 30, 2017 were $377,000, $157,000 and $255,000, respectively. The Company also amortized acquired customer relationship assets related to the ICDLogic LLC acquisition (See Note 12.), of $ 25,000 during the twelve month period ending December 31, 2018.

LINE OF CREDIT

LINE OF CREDIT	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 7 - LINE OF CREDIT	Effective October 29, 2013, the Company entered into a revolving line of credit agreement in the amount of $250,000, which was increased to $500,000 on March 12, 2014 and $750,000 on September 9, 2014. The line of credit was reduced to $500,000 in May 2016 leaving $2,000 availability as of December 31, 2018. The line of credit is collateralized by all assets of the Company and a guarantee by a stockholder of the Company. The line carries interest at the Wall Street Journal Prime rate + 1.0% with a floor rate of 6.5% (6.5% at December 31, 2018). Interest is payable monthly with all outstanding principal and interest due on July 15, 2019.

LONG TERM DEBT

LONG TERM DEBT	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 8 - LONG TERM DEBT	Notes payable (including accrued interest) are summarized as follows: December 31 December 31 2018 2017 (1) Note payable bearing interest at 12.0% per annum, due December 31, 2019 $ 106,000 $ 106,000 (2) Note bearing interest at 8% per annum, in default 494,000 471,000 (3) Non-interest bearing note, in default 10,000 10,000 (4) Related Party Long term debt, bearing interest at 8%, due April 15, 2021 92,000 - (5) Related Party Convertible Promissory notes, bearing interest at 8 - 18%, due December 31, 2019 714,000 657,000 (6) Stockholder Convertible notes bearing interest at 18% - 217,000 1,416,000 1,461,000 Less current maturities (1,361,000 ) (1,461,000 ) Total Long-term debt $ 55,000 $ - Total future minimum payments due on long-term debt as of December 31, 2018: 2019 1,361,000 2020 42,000 2021 13,000 1,416,000 _____________ (1) A promissory note dated December 31, 2018 was issued with a principal amount of $100,000 bearing interest at a rate of 12.0% per annum, with a maturity date of December 31, 2019. (2) An unsecured note, with an annual rate of 8% per annum. The debt is in default as of December 31, 2018. (3) An unsecured, non-interest bearing note. The debt is in default as of December 31, 2018. (4) The Company executed a long term debt with a director of the Company as a part of the terms to a settlement agreement dated April 1, 2018 for $113,000 with an annual rate of 8.0% per annum. Principal payments in the amount of $3,000 with accrued interest were payable monthly starting May 15, 2018. (5) The Company issued a note payable on June 30, 2017 with a principal amount of $747,000, with an annual rate of 18%, with principal and accrued interest due on July 1, 2018. On June 30, 2018, the Company issued a second note with a principal amount of $225,000, with an annual rate of 8%, and a default rate of 18%, with principal and accrued interest due on July 1, 2019. On December 31, 2018, the Company extended the terms of both notes until December 31, 2019. The outstanding balance on the notes as of December 31, 2018 was $699,000 with accrued interest of $15,000. (6) The Company executed a convertible promissory note to a majority shareholder, on June 15, 2017 for $50,000 with an annual rate of 18% per annum, with principal due on September 15, 2017 and accrued interest payable monthly. On December 31, 2017, the Company issued a second convertible promissory note with an annual rate of 18%, with principal and accrued interest due on September 15, 2018 that replaced the first note. The note and all accrued interest was paid on November 2, 2018.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 9 - INCOME TAXES	The Company has incurred net losses since inception. As of December 31, 2018, the Company had federal net operating loss carryforwards of approximately $3,450,000, which will be available to be carried forward indefinitely and federal net operating loss carryforwards of approximately $67,596,000, which at the latter date may be carried forward for tax years ending through December 31, 2037. Utilization of NOL carryforwards may be limited under various sections of the Internal Revenue Code depending on the nature of the Company’s operations. The Company’s income tax returns are subject to examination by the Internal Revenue Service and applicable state taxing authorities, generally for a period of three years from the date of filing. Deferred taxes comprise the following as of December 31, 2018 and December 31, 2017: December 31, December 31, 2018 2017 Deferred Income Tax Assets 13,779,000 13,328,000 Valuation Allowance (13,779,000 ) (13,328,000 ) Net Deferred Tax Asset - Reconciliation of the effective income tax rate to the federal statutory rate: Federal Income Tax Rate 21 % 21 % Change in valuation allowance including the effect of the rate change -21 % -21 % Effective income tax rate 0 % 0 %

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 10 - CONCENTRATION OF CREDIT RISK	The Company has historically provided financial terms to customers in accordance with what management views as industry norms. Financial terms range from immediate payment for access to the Company’s software products to several months for Meaningful Use consulting services. Management periodically and regularly reviews customer account activity in order to assess the adequacy of allowances for doubtful accounts, considering such factors as economic conditions and each customer’s payment history and creditworthiness. If the financial condition of our customers were to deteriorate, or if they were otherwise unable to make payments in accordance with management’s expectations, we might have to increase our allowance for doubtful accounts, modify their financial terms and/or pursue alternative collection methods. Revenue concentrations for the twelve months ended December 31, 2018 and the six months ended December 31, 2017, and the twelve months ended June 30, 2017 and the accounts receivables concentrations at December 31, 2018 and 2017 are as follows: Net Sales for the twelve months ended Net Sales for the six months ended Net Sales for the twelve months ended Accounts receivable at December 31, December 31, June 30, December 31, December 31, 2018 2017 2017 2018 2017 Customer A 33 % 10 % 0 % 15 % 40 % Customer B 8 % 0 % 0 % 42 % 0 % Customer C 9 % 0 % 0 % 14 % 0 % Customer D 0 % 9 % 0 % 0 % 20 %

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 11 - COMMITMENTS AND CONTINGENCIES	(A) LEASE COMMITMENTS On November 15, 2017 the Company signed a three-year lease agreement for approximately 4,100 square feet of office space located in Winter Garden, Florida in which the Company has its headquarters. The lease provides for a one-year renewal term at the option of the Company. Future lease obligations for the office space are as follows: Year Ended Lease Amount December 31, 2019 93,000 December 31, 2020 78,000 $ 171,000 Total rent expense for the twelve month period ended December 31, 2018, the six month period ended December 31, 2017 and the twelve month period ended June 30, 2017 was approximately $94,000, $42,000 and $80,000, respectively. (B) EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS On July 1, 2018, Robert McDermott entered into an Employment Agreement (the ‘McDermott 2018 Agreement’) with the Company. The McDermott 2018 Agreement is a three year and six month Employment Agreement wherein Mr. McDermott is to receive an annual base salary of $250,000. In addition, Mr. McDermott was awarded an option to acquire 700,000 shares of the Company’s Common Stock. Thirty three percent of the option award (233,333 options) was vested on July 1, 2018. The remaining options are to be vested at the rate of 233,333 shares and 233,334 shares, respectively, each on the subsequent anniversary dates of the date of the McDermott 2018 Agreement. Further, In the event of termination of employment due to change in control, as defined, Mr. McDermott will continue to receive his base salary for 24 months following the date of termination. In addition, the stock options will become fully vested as of the date of termination. In the event of termination during the initial three year term of the agreement without cause, Mr. McDermott will receive his base salary for the 18 month period after the date of termination. In the event of termination of employment due to death or disability, Mr. McDermott or his estate will continue to receive the base salary Mr. McDermott was receiving for six months following the date of termination and the stock options will become fully vested as of the date of termination. On October 1, 2018, David Fidanza entered into an Employment Agreement (the ‘Fidanza 2018 Agreement’) with the Company. The Fidanza 2018 Agreement is a three year Employment Agreement wherein Mr. Fidanza is to receive an annual base salary of $115,000. In addition, Mr. Fidanza was awarded an option to acquire 300,000 shares of the Company’s Common Stock. Thirty three percent of the option award (100,000 options) was vested on October 1, 2018. The remaining options are to be vested at the rate of 100,000 shares each on the subsequent anniversary dates of the date of the Fidanza 2018 Agreement. Further, In the event of termination of employment due to change in control, as defined, Mr. Fidanza will continue to receive his base salary for six months following the date of termination. In addition, the stock options will become fully vested as of the date of termination. In the event of termination during the initial three year term of the agreement without cause, Mr. Fidanza will receive his base salary for the six month period after the date of termination. In the event of termination of employment due to death or disability, Mr. Fidanza or his estate will continue to receive the base salary Mr. Fidanza was receiving for six months following the date of termination and the stock options will become fully vested as of the date of termination. On November 1, 2018, Murali Chakravarthi entered into an Employment Agreement (the ‘Chakravarthi 2018 Agreement’) with the Company. The Chakravarthi 2018 Agreement is a three year Employment Agreement wherein Mr. Chakravarthi is to receive an annual base salary of $120,000. In addition, Mr. Chakravarthi was awarded an option to acquire 300,000 shares of the Company’s Common Stock. Thirty three percent of the option award (100,000 options) was vested on October 1, 2018. The remaining options are to be vested at the rate of 100,000 shares each on the subsequent anniversary dates of the date of the Chakravarthi 2018 Agreement. Further, In the event of termination of employment due to change in control, as defined, Mr. Fidanza will continue to receive his base salary for six months following the date of termination. In addition, the stock options will become fully vested as of the date of termination. In the event of termination during the initial three year term of the agreement without cause, Mr. Chakravarthi will receive his base salary for the six month period after the date of termination. In the event of termination of employment due to death or disability, Mr. Chakravarthi or his estate will continue to receive the base salary Mr. Chakravarthi was receiving for six months following the date of termination and the stock options will become fully vested as of the date of termination. (C) LITIGATION From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is, however, subjective to inherent uncertainties and an adverse result in these or other matters may harm the Company’s business. The Company is not aware of any legal proceedings or claims that it believes would or could have, individually or in the aggregate, a material adverse effect on its operations or financial position.

ACQUISITIONS

ACQUISITIONS	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 12 - ACQUISITIONS	Electro-Fish Media Inc. On January 19, 2018, iCoreConnect Inc. acquired all of the outstanding common stock of Electro Fish Media Inc., a Texas corporation, in exchange for 3,400,000 shares of the Company's Common Stock. Pursuant to the guidance in FASB Accounting Standards Codification (“ASC”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, the Company performed a review of the essential elements of inputs, activities and outputs of the acquisition. The Company determined that the purchase of the Electro-Fish Media stock did not qualify as a business combination. The Company has recorded the $1,700,000 purchase price as an other non-operating expense in the accompanying Statement of Operations for the twelve months ended December 31, 2018. ICDLogic LLC On November 30, 2017 iCoreConnect Inc., acquired substantially all of the assets and business of ICDLogic LLC, a New York limited liability company, in exchange for 1,940,000 shares of the Company’s Common Stock, subject to adjustment, and the assumption of certain specified debts, liabilities and obligations of ICDLogic LLC, all upon the terms and conditions set forth in an Asset Purchase Agreement dated as of November 30, 2017 (the “ICDLogic Asset Purchase Agreement”). Pursuant to the guidance in FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, the Company performed a qualitative and quantitative assessment to determine the valuation of certain intangible assets and goodwill. Based on an independent third party valuation, we have included intangible assets of $710,000, including goodwill of $371,000, related to this acquisition. The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed as of November 30, 2017: Consideration Paid: Common stock $ 970,000 $ 970,000 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 5,000 Accounts receivable 41,000 Other intangible assets 710,000 Goodwill 371,000 Total assets acquired 1,127,000 Liabilities assumed: Accounts payable 157,000 Total liabilities assumed 157,000 Net assets acquired $ 970,000 The consideration paid was 1,940,000 shares of the Company's common stock valued at $0.50 per share. Separately identifiable intangible assets include technology and customer relationships and were valued by a third party valuation specialist. The technology and customer relationships were valued using discounted cash flow and replacement cost approaches.

RECAPITALIZATION

RECAPITALIZATION	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 13 - RECAPITALIZATION	On March 30, 2017, stockholders of iCoreConnect Inc., holding not less than two-thirds of the outstanding shares of each of the Series A Preferred Stock of the Company and the Series B Preferred Stock of the Company, and holders of Common Stock of the Company (who, together with the holder of the Series A Preferred Stock and the Series B Preferred Stock are entitled to vote upon matters submitted to stockholders for a vote in the same manner and with the same effect as the holders of Common Stock, voting together on an as converted basis and, therefore, represent a majority of the voting power of the Company), as well as the holders of convertible debt of the Company (the “Convertible Debt Holders”) who held indebtedness of the Company convertible into shares of Common Stock of the Company (the “Convertible Debt”), entered into a Recapitalization Agreement (the ‘Recapitalization Agreement’) for the purpose of recapitalizing the Company (the ‘Recapitalization’). The parties to the Recapitalization Agreement agreed that the Recapitalization would take place on such date as the Company would designate in a written notice to all of the parties to the Recapitalization Agreement (the “Recapitalization Date”). The Board of Directors designated June 30, 2017 as the Recapitalization Date and written notice thereof was given to all of the parties to the Recapitalization Agreement. The Company had, as of June 30, 2017, 1,419,651,828 common shares outstanding prior to the Recapitalization event. The Company converted convertible debt with principal and accrued interest in the amount of $6,624,325 to 6,624,325,000 common shares prior to the conversion of the Preferred B shares. The Company converted 63 shares of Preferred B stock to 5,073,738,384 common shares prior to the conversion of Preferred A shares. The Company converted 35.75 Preferred A shares into 4,689,583,188 common shares prior to the reverse split. The reverse split converted 17,807,298,401 common shares into 10,000,000 new shares of the Company’s common stock. The Company then converted Bridge Loan debt with principal in the amount of $6,522,355 and accrued interest in the amount of $1,662,967 into 18,302,309 common shares to complete the Recapitalization, with total shares issued and outstanding of 28,302,309 as of June 30, 2017.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 14 - SUBSEQUENT EVENTS	Since December 31, 2018, the Company has issued 2,067,802 shares of common stock, for the conversion of a $20,000 note payable and cash proceeds totaling $559,000. On February 21, 2019, our Board of Directors granted 675,000 shares of restricted stock and 135,000 stock options with an exercise price of $ 0.15 per share to certain employees and directors of the Company. On March 13, 2019, the Chief Financial Officer tendered and our Board of Directors accepted the resignation of our Chief Financial Officer for personal reasons. On March 18, 2019, the Company filed with the Securities and Exchange Commission with respect to the resignation of the Chief Financial Officer. A copy of the Form 8-K filed with the Securities and Exchange Commission is attached.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2018
Summary Of Significant Accounting Policies
Basis of Accounting	The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”). Significant accounting principles followed by the Company and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below.
Change in Fiscal Year End	On December 15, 2017, the Board of Directors of the Company approved a change in the Company’s fiscal year end from June 30 to December 31 of each year. This change to the calendar year reporting cycle began January 1, 2018.
Cash and Cash Equivalents	The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at United States banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts receivable are customer obligations due under normal trade terms. We maintain an allowance for doubtful accounts for estimated losses resulting from the potential inability of certain customers to make required future payments on amounts due us. Management determines the adequacy of this allowance by periodically evaluating the aging and past due nature of individual customer accounts receivable balances and considering the customer’s current financial situation as well as the existing industry economic conditions and other relevant factors that would be useful in assessing the risk of collectability. If the future financial condition of our customers were to deteriorate, resulting in their inability to make specific required payments, additions to the allowance for doubtful accounts may be required. In addition, if the financial condition of our customers improves and collections of amounts outstanding commence or are reasonably assured, then we may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of $12,000 and $5,000 at December 31, 2018 and 2017, respectively.
Property, Equipment and Depreciation	Property, equipment, and leasehold improvements are recorded at their historical cost. Depreciation and amortization have been determined using the straight line method over the estimated useful lives of the assets which are computers and office equipment (3 years) and for office furniture and fixtures (7 years). The cost of repairs and maintenance is charged to operations in the period incurred.
Software Development Costs and Acquired Software	The Company accounts for software development costs, including costs to develop software products or the software component of products to be sold to external users. In accordance with ASC 985-730, Computer Software Research and Development, research and planning phase costs are expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs are capitalized. We have determined that technological feasibility for our products to be marketed to external users was reached before the release of those products. As a result, the development costs and related acquisition costs after the establishment of technological feasibility were capitalized as incurred. Capitalized costs for software to be sold to external users and software acquired in a business combination are amortized based on current and projected future revenue for each product with an annual minimum equal to the straightline amortization over three years.
Impairment of Long Lived Assets	Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount that the carrying amount of the asset exceeds the fair value of the asset.
Goodwill	Goodwill acquired in a business combination is not amortized, but is tested for impairment annually or between annual tests when an impairment indicator exists. If an optional qualitative goodwill impairment assessment is not performed, we are required to determine the fair value of each reporting unit. If a reporting unit’s fair value is lower than its carrying value, we must determine the amount of implied goodwill that would be established if the reporting unit was hypothetically acquired on the impairment test date. If the carrying amount of a reporting unit’s goodwill exceeds the amount of implied goodwill, an impairment loss equal to the excess would be recorded. The recoverability of indefinite lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss equal to the excess would be recorded.
Revenue Recognition	The Company has four primary sources of revenue: · Electronic Health Records (EHR) licenses and rental services · Encrypted Secure & HIPPA Compliant email services (“Encrypted Secure email”) · ICD Coding Software · Meaningful Use Consulting Services Effective January 1, 2018, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification 606 (ASC 606), Revenue from Contracts with Customers, utilizing a full retrospective transition approach reflecting the application of the standard in each prior reporting period. A summary of the impact of the full retrospective transition implementation adjustment on revenue for the six months ended December 31, 2017 and twelve months ended June 30, 2017 is as follows: Previously Recorded ASC 606 Adjustment Adjusted Revenue Revenue: Six months ended December 31, 2017 $ 206,000 $ 44,000 $ 250,000 Twelve months ended June 30, 2017 568,000 85,000 653,000 A summary of the impact of the full retrospective transition implementation adjustment on deferred revenue as of December 31, 2017 and Accumulated deficit as of December 31, 2017, June 30, 2017 and July 1, 2016 is as follows: Previously Recorded ASC 606 Adjustment Adjusted Balances Deferred Revenue as of December 31, 2017 $ 356,000 $ (270,000 ) $ 86,000 Accumulated Deficit as of: December 31, 2017 $ (66,424,000 ) $ 270,000 $ (66,154,000 ) June 30, 2017 (64,719,000 ) 226,000 (64,493,000 ) July 1, 2016 (60,144,000 ) 141,000 (60,003,000 ) Revenue from EHR software licensing arrangements include private cloud hosting services and post contract support provided to clients that have purchased a perpetual or specific term license to the EHR software solution and have contracted with the Company to host the software. These arrangements provide the client with a contractual right to take possession of the software at any time during the private cloud hosting period without significant penalty and it is feasible for the client to either use the software on its own equipment or to contract with an unrelated third party to host the software. The Company recognizes revenue from the sale of its EHR software license at the time the customer has access to use the software, with deferral of revenues associated with the cloud hosting and post contract support performance objectives, allocated based on relative fair value. The Company defers revenue from the sale of its EHR software products associated with cloud hosting and post contract support performance objectives over the term of the license agreement. Cloud hosting performance objective revenues are deferred based on forecasted cloud storage costs, encrypted secure email performance objective revenues are deferred based on the forecasted sales price of those services to other customers of the Company and customer support performance objective revenues are deferred based on forecasted customer support costs based on Company experience. Encrypted Secure email services are provided on a fee basis as software as a service (“SaaS”) arrangements and are recognized as revenue ratably over the contract terms beginning on the date our solutions are made available to the customer. The length of a customer service period is monthly over which such customer has the right to use the Company’s SaaS Encrypted Secure email solution. ICD coding services are provided on a fee basis as SaaS arrangements and are recognized as revenue ratably over the contract terms beginning on the date the Company’s solutions are made available to the customer. The length of a customer service period varies from multi-year annually renewed to monthly over which such customer has the right to use the Company’s ICD coding software solution. Meaningful Use consulting service revenue is recognized in the period that the services are completed and the submission of the customer’s underlying application for Federal Meaningful Use Incentive Funds is received from the relevant taxing authority.
Advertising Costs	Advertising costs are reported in general and administrative expenses and include advertising, marketing and promotional programs and are charged as expenses in the period or year in which incurred. Advertising costs were $47,000, $50,000 and $19,000, for the twelve month period December 31, 2018, the six month period ended December 31, 2017 and the twelve month period ended June 30, 2017, respectively.
Accounting for Derivative Instruments	The Company accounts for derivative instruments in accordance with ASC 815, which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and preferred stock instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Freestanding warrants issued by the Company in connection with the issuance or sale of debt and equity instruments are considered to be derivative instruments. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability.
Income Taxes	The Company follows the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between the financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. Valuation allowances are established when it is necessary to reduce deferred income tax assets to the amount, if any, expected to be realized in future years. ASC 740, Accounting for Income taxes (“ASC 740”), requires that deferred tax assets be evaluated for future realization and reduced by a valuation allowance to the extent we believe a portion more likely than not will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative loss experience and expectations of future taxable income by taxing jurisdictions, the carry forwarding periods available to us for tax reporting purposes and other relevant factors. The Company has not recognized a liability for uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits or penalties has not been provided since there has been no unrecognized benefit or penalty. If there were an unrecognized tax benefit or penalty, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company files U.S. Federal income tax returns and various returns in state jurisdictions. The Company’s open tax years subject to examination by the Internal Revenue Service and the state Departments of Revenue generally remain open for three years from the date of filing. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective tax rate in the future. On December 22, 2017 the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) became law. The Tax Act enacted significant tax law changes, largely effective for tax years beginning after December 31, 2017. The Tax Act reduces the corporate tax rate to 21%, effective January 1, 2018, for all corporations. GAAP requires the effect of a change in tax laws or rates to be recognized as of the date of enactment, therefore we have revalued our tax assets and liabilities as of December 22, 2017. As a result of the revaluation of our deferred tax assets and liabilities, the impact of the change in tax law reduced the value of our deferred tax asset and the related valuation allowance as of December 31, 2017 by $8,300,000.
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, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Net Loss Per Share	Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period. Diluted net loss per share reflects the potential dilution of securities by adding other Common Stock equivalents, including stock options, shares issuable on exercise of warrants, convertible preferred stock and convertible notes in the weighted average number of common shares outstanding for a period, if dilutive. Common stock equivalents that are anti-dilutive were excluded from the computation of diluted earnings per share which consisted of all outstanding common stock options and warrants.
Stock-Based Compensation	The Company accounts for all stock-based payments and awards under the fair value based method. Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to nonemployees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity based instruments on an accelerated basis. The cost of the stock-based payments to non-employees that are fully vested and non-forfeitable as of the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. The Company accounts for the granting of share purchase options to employees using the fair value method whereby all awards to employees are recorded at fair value on the date of the grant. Share based awards granted to employees with a performance condition are measured based on the probable outcome of that performance condition during the requisite service period. Such an award with a performance condition is accrued if it is probable that a performance condition will be achieved. Compensation costs for stock-based payments to employees that do not include performance conditions are recognized on a straight-line basis. The fair value of all share purchase options is expensed over their requisite service period with a corresponding increase to additional capital surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital. The fair value of restricted stock units issued are determined by the Company based on the estimated fair value the Company’s common stock. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model that uses the assumptions noted in the table below. The Company estimates the fair value of its common stock using the closing stock price of its common stock on the date of the agreement. The Company estimates the volatility of its common stock at the date of grant based on it’s historical stock prices. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The Company issued 1,300,000 options to certain officers of the Company during the twelve month period ended December 31, 2018 and did not issue options for the six months ended December 31, 2017 or for the fiscal year ended June 30, 2017. The Company used the following assumptions for options granted during the year ended December 31, 2018: Equity Incentive Plan Assumptions December 31, 2018 Expected Term (years) 2 years Weighted average volatility 100 % Weighted average risk free rate 2.76 % Expected dividends $ 0
Recently Issued Accounting Pronouncements	In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), In July 2017, the Financial Accounting Standards Board issued ASU No. 2017-11, “Accounting for Certain Financial Instruments with Down Round Features” (“Topic 480”). This update changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. ASU 2017-11 is effective for interim and annual periods beginning after December 15, 2018. The Company has evaluated the impact of the pronouncement on the financial statements and has determined that it will not have a significant impact on the financial statements. In June 2018, the Financial Accounting Standards Board issued ASU No. 2018-07, “Compensation-Stock Compensation (“Topic 718”): Improvements to Nonemployee Share-Based Payment Accounting.” This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. ASU 2018-07 is effective for interim and annual periods beginning after December 15, 2018. The Company has evaluated the impact of the pronouncement on the financial statements and has determined that it will not have a significant impact on the financial statements. The Company does not believe that any other issued, but not yet effective accounting standards, if currently adopted, will have a material effect on the Company’s consolidated financial position, results of operations and cash flows.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2018
Summary Of Significant Accounting Policies Tables Abstract
Summary EHR license deferred revenues and stockholders’ deficit	Previously Recorded ASC 606 Adjustment Adjusted Revenue Revenue: Six months ended December 31, 2017 $ 206,000 $ 44,000 $ 250,000 Twelve months ended June 30, 2017 568,000 85,000 653,000 Previously Recorded ASC 606 Adjustment Adjusted Balances Deferred Revenue as of December 31, 2017 $ 356,000 $ (270,000 ) $ 86,000 Accumulated Deficit as of: December 31, 2017 $ (66,424,000 ) $ 270,000 $ (66,154,000 ) June 30, 2017 (64,719,000 ) 226,000 (64,493,000 ) July 1, 2016 (60,144,000 ) 141,000 (60,003,000 )
Schedule of assumptions used	Equity Incentive Plan Assumptions December 31, 2018 Expected Term (years) 2 years Weighted average volatility 100 % Weighted average risk free rate 2.76 % Expected dividends $ 0

COMMON STOCK AND PREFERRED ST_2

COMMON STOCK AND PREFERRED STOCK (Tables)	12 Months Ended
	Dec. 31, 2018
Common Stock And Preferred Stock
Summary of stock option activity	Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic Options Outstanding of Options Price Term in Years Value Balance outstanding - July 1, 2016 296,677 $ 10.40 1.8 $ - Granted - - Exercised - - Forfeited/expired (42,118 ) - Balance outstanding - June 30, 2017 254,559 $ 10.40 1.0 $ - Exercisable - June 30, 2017 205,889 $ 12.47 0.9 $ - Balance outstanding - July 1, 2017 254,559 $ 10.40 1.0 $ - Granted - - Exercised - - Forfeited/expired (56,157 ) $ 11.51 - Balance outstanding - December 31, 2017 198,402 $ 10.40 0.8 $ - Exercisable - December 31, 2017 179,683 $ 7.81 0.7 $ - Outstanding - January 1, 2018 198,402 $ 10.40 0.7 $ - Granted 1,300,000 $ 0.25 10.2 $ - Exercised - Forfeited/expired (142,245 ) $ 9.05 Outstanding - December 31, 2018 1,356,157 $ 0.31 9.8 $ - Exercisable - December 31, 2018 489,490 $ 0.29 9.1 $ - Weighted Weighted Average Average Remaining Number of grant date Years Nonvested Options Options Fair Value to vest Nonvested - July 1, 2016 118,632 $ 10.40 1.5 Granted - $ - Vested (27,844 ) $ 10.57 Forfeited/expired (42,118 ) $ - Nonvested - June 30, 2017 48,670 $ 10.40 0.9 Nonvested - June 30, 2017 48,670 $ - Granted - $ - Vested (18,719 ) $ 4.37 Forfeited/expired (11,232 ) $ - Nonvested - January 1, 2018 18,719 $ 10.40 0.7 Granted 1,300,000 $ 0.13 Vested 452,052 $ 0.31 Forfeited/expired - Nonvested - December 31, 2018 866,667 $ 0.13 1.6
Schedule of stockholders equity note warrants or rights	Weighted Average Warrants Exercise Price Outstanding at July 1, 2016 4,386,858 $ 1.32 Issued 2,281,504 $ 1.35 Exercised - Expired (35,259 ) Outstanding at June 30, 2017 6,633,103 $ 1.33 Issued 1,009,900 $ 1.35 Exercised - Expired - Outstanding at December 31, 2017 7,643,003 $ 1.34 Issued 4,002,646 $ 1.35 Exercised - Expired (72,668 ) Outstanding at December 31, 2018 11,572,980 $ 1.35

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2018
Property And Equipment
Schedule of public utility property plant and equipment	December 31, December 31, 2018 2017 Furniture and fixtures $ 8,000 $ 8,000 Leasehold improvements 26,000 26,000 Equipment 16,000 11,000 50,000 45,000 Less accumulated depreciation (39,000 ) (35,000 ) $ 11,000 $ 10,000

SOFTWARE DEVELOPMENT COSTS (Tab

SOFTWARE DEVELOPMENT COSTS (Tables)	12 Months Ended
	Dec. 31, 2018
Software Development Costs
Summary of the capitalization and amortization of the software development costs	December 31, December 31, 2018 2017 Development costs $ 1,513,000 $ 1,176,000 Acquired technology 630,000 630,000 Less accumulated amortization (1,069,000 ) (692,000 ) $ 1,074,000 $ 1,114,000

LONG TERM DEBT (Tables)

LONG TERM DEBT (Tables)	12 Months Ended
	Dec. 31, 2018
Long-term Debt Tables
Summary of notes payable	December 31 December 31 2018 2017 (1) Note payable bearing interest at 12.0% per annum, due December 31, 2019 $ 106,000 $ 106,000 (2) Note bearing interest at 8% per annum, in default 494,000 471,000 (3) Non-interest bearing note, in default 10,000 10,000 (4) Related Party Long term debt, bearing interest at 8%, due April 15, 2021 92,000 - (5) Related Party Convertible Promissory notes, bearing interest at 8 - 18%, due December 31, 2019 714,000 657,000 (6) Stockholder Convertible notes bearing interest at 18% - 217,000 1,416,000 1,461,000 Less current maturities (1,361,000 ) (1,461,000 ) Total Long-term debt $ 55,000 $ - Total future minimum payments due on long-term debt as of December 31, 2018: 2019 1,361,000 2020 42,000 2021 13,000 1,416,000

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2018
Income Taxes Tables Abstract
Schedule of deferred tax assets and liabilities	December 31, December 31, 2018 2017 Deferred Income Tax Assets 13,779,000 13,328,000 Valuation Allowance (13,779,000 ) (13,328,000 ) Net Deferred Tax Asset - Reconciliation of the effective income tax rate to the federal statutory rate: Federal Income Tax Rate 21 % 21 % Change in valuation allowance including the effect of the rate change -21 % -21 % Effective income tax rate 0 % 0 %

CONCENTRATION OF CREDIT RISK (T

CONCENTRATION OF CREDIT RISK (Tables)	12 Months Ended
	Dec. 31, 2018
Concentration Of Credit Risk
CONCENTRATION OF CREDIT RISK	Net Sales for the twelve months ended Net Sales for the six months ended Net Sales for the twelve months ended Accounts receivable at December 31, December 31, June 30, December 31, December 31, 2018 2017 2017 2018 2017 Customer A 33 % 10 % 0 % 15 % 40 % Customer B 8 % 0 % 0 % 42 % 0 % Customer C 9 % 0 % 0 % 14 % 0 % Customer D 0 % 9 % 0 % 0 % 20 %

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2018
Commitments And Contingencies
Schedule of components of lease investments	Year Ended Lease Amount December 31, 2019 93,000 December 31, 2020 78,000 $ 171,000

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	12 Months Ended
	Dec. 31, 2018
Acquisitions
Schedule of recognized identified assets acquired and liabilities assumed	Consideration Paid: Common stock $ 970,000 $ 970,000 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 5,000 Accounts receivable 41,000 Other intangible assets 710,000 Goodwill 371,000 Total assets acquired 1,127,000 Liabilities assumed: Accounts payable 157,000 Total liabilities assumed 157,000 Net assets acquired $ 970,000

NATURE OF OPERATIONS (Details N

NATURE OF OPERATIONS (Details Narrative)	12 Months Ended
	Dec. 31, 2018
Nature Of Operations
State of incorporation	Nevada

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 30, 2017	Jun. 30, 2016
Going Concern
Loss from operations	$ (1,546,000)	$ (3,218,000)	$ (2,224,000)
Accumulated deficit	66,154,000	71,344,000
Working capital deficit		(2,289,000)
TOTAL STOCKHOLDERS' DEFICIT	$ (1,264,000)	$ (958,000)	$ (2,032,000)	$ (12,816,000)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 30, 2017
Revenue	$ 250,000	$ 1,089,000	$ 653,000
Previously Recorded [Member]
Revenue	206,000		568,000
ASC 606 Adjustment [Member]
Revenue	44,000		85,000
Adjusted Revenue [Member]
Revenue	$ 250,000		$ 653,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Jun. 30, 2017	Jun. 30, 2016
Deferred Revenues	$ 115,000	$ 86,000
Accumulated Deficit	$ (71,344,000)	(66,154,000)
Previously Recorded [Member]
Deferred Revenues		356,000
Accumulated Deficit		(66,424,000)	$ (64,719,000)	$ (60,144,000)
ASC 606 Adjustment [Member]
Deferred Revenues		(270,000)
Accumulated Deficit		(270,000)	(226,000)	(141,000)
Adjusted Balance [Member]
Deferred Revenues		86,000
Accumulated Deficit		$ (66,154,000)	$ (64,493,000)	$ (60,003,000)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)	12 Months Ended
	Dec. 31, 2018USD ($)
Equity Incentive Plan Assumptions
Expected Term (years)	2 years
Weighted average volatility	100.00%
Weighted average risk free rate	2.76%
Expected dividends	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 30, 2017
Allowance for doubtful accounts	$ 5,000	$ 12,000
Advertising Costs	$ 50,000	47,000	$ 19,000
Deferred tax assets, valuation allowance		8,300,000
Increae (decrease) in assets and liabilities due to adoption of ASU 2016-02		43,000
FDIC insured limit		$ 250,000
Certain officers [Member]
Options granted	0	1,300,000	0
Computers and office equipment [Member]
Estimated useful life		3 years
Furniture and Fixtures [Member]
Estimated useful life		7 years

COMMON STOCK AND PREFERRED ST_3

COMMON STOCK AND PREFERRED STOCK (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 30, 2017
Options Outstanding
Number of Options/Warrants Outstanding, Beginning	254,559	198,402	296,677
Number of Options Outstanding, Granted		1,300,000
Number of Options Outstanding, Exercised
Number of Options Outstanding, Forfeited/expired	(56,157)	(142,245)	(42,118)
Number of Options/Warrants Outstanding, Ending	198,402	1,356,157	254,559
Number of Options Outstanding, Exercisable Ending	179,683	489,490	205,889
Weighted Average Exercise Price, Beginning	$ 10.40	$ 10.40	$ 10.40
Weighted Average Exercise Price, Granted		0.25
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited/expired	11.51	9.05
Weighted Average Exercise Price, Ending	10.40	0.31	10.40
Weighted Average Exercise Price, Exercisable Ending	$ 7.81	$ 0.29	$ 12.47
Weighted Average Remaining Contractual Term in Years, Beginning	1 year	8 months 12 days	1 year 9 months 18 days
Weighted Average Remaining Contractual Term in Years, Granted		10 years 2 months 12 days
Weighted Average Remaining Contractual Term in Years, Ending	9 months 18 days	9 years 9 months 18 days	1 year
Weighted Average Remaining Contractual Term in Years, Exercisable Ending	8 months 12 days	9 years 1 month 6 days	10 months 25 days
Aggregate Intrinsic Value, Beginning
Aggregate Intrinsic Value, Granted
Aggregate Intrinsic Value, Exercised
Aggregate Intrinsic Value, Forfeited/expired
Aggregate Intrinsic Value, Ending
Aggregate Intrinsic Value, Exercisable Ending
Nonvested Options
Number of Options Nonvested, Beginning	48,670	18,719	118,632
Number of Options Nonvested, Granted		1,300,000
Number of Options Nonvested, Vested	(18,719)	452,052	(27,844)
Number of Options Nonvested, Forfeited/expired	(11,232)		(42,118)
Number of Options Nonvested, Ending	18,719	866,667	48,670
Weighted Average grant date Fair Value Nonvested, Beginning	$ 10.40	$ 10.40	$ 10.40
Weighted Average grant date Fair Value Granted		0.13
Weighted Average grant date Fair Value Vested	4.37	0.31	10.57
Weighted Average grant date Fair Value Nonvested, Ending	$ 10.40	$ 0.13	$ 10.40
Weighted Average Remaining Years to vest Nonvested, Beginning			1 year 6 months
Weighted Average Remaining Years to vest Nonvested, Ending	8 months 12 days	1 year 7 months 6 days	10 months 25 days

COMMON STOCK AND PREFERRED ST_4

COMMON STOCK AND PREFERRED STOCK (Details 1) - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 30, 2017
Number of Warrants
Number of Options/Warrants Outstanding, Beginning	254,559	198,402	296,677
Exercised
Number of Options/Warrants Outstanding, Ending	198,402	1,356,157	254,559
Weighted Average Exercise Price
Weighted Average Exercise Price, Beginning	$ 10.40	$ 10.40	$ 10.40
Issued		0.25
Weighted Average Exercise Price, Ending	$ 10.40	$ 0.31	$ 10.40
Warrants [Member]
Number of Warrants
Number of Options/Warrants Outstanding, Beginning	6,633,103	7,643,003	4,386,858
Issued	1,009,900	4,002,646	2,281,504
Exercised
Expired		(72,668)	(35,259)
Number of Options/Warrants Outstanding, Ending	7,643,003	11,572,980	6,633,103
Weighted Average Exercise Price
Weighted Average Exercise Price, Beginning	$ 1.33	$ 1.34	$ 1.32
Issued	1.35	1.35	1.35
Weighted Average Exercise Price, Ending	$ 1.34	$ 1.35	$ 1.33

COMMON STOCK AND PREFERRED ST_5

COMMON STOCK AND PREFERRED STOCK (Details Narrative)	Nov. 03, 2017shares	Jul. 31, 2020shares	Jul. 31, 2019shares	Jul. 31, 2018shares	May 22, 2018shares	Dec. 31, 2017USD ($)$ / sharesshares	Dec. 31, 2018USD ($)Integer$ / sharesshares	Jun. 30, 2017USD ($)$ / sharesshares
Common stock, shares authorized						600,000,000	600,000,000
Common stock, shares outstanding						34,318,198	50,864,131	1,419,651,828
Preferred stock, shares authorized						10,000,000	10,000,000
Preferred stock, shares outstanding						0	0
Stock issued for cash, Shares						2,344,222
Stock issued for cash,Amount | $						$ 1,010,000	$ 2,649,000	$ 10,000
Common stock issued as compensastion								2,005
Restricted common shares, vested						(18,719)	452,052	(27,844)
Number of Options Outstanding, Forfeited/expired						(56,157)	(142,245)	(42,118)
Weighted average vesting period						8 months 12 days	1 year 7 months 6 days	10 months 25 days
Compensation expense | $							$ 96,000
Warrants redemption description							Warrants at a redemption price of $0.001 per Warrant upon fourteen (14) days’ written notice in the event (i) a Registration Statement registering for sale under the Securities Act of 1933, as amended (the “Act”), the shares of the Company’s Common Stock issuable upon exercise of this Warrant, has been filed with the Securities and Exchange Commission and is in effect on the date of written notice and the redemption date contained therein, (ii) there exists on the date of written notice a public trading market for the Company’s Common Stock and such shares are listed for quotation on the NASDAQ Stock Market or OTC Electronic Bulletin Board, (iii) the public trading price of the Company’s Common Stock has equaled or exceeded 150% of the Exercise Price, as then in effect, for twenty (20) of the preceding thirty (30) Trading Days immediately preceding the date of such notice and (iv) the average daily trading volume during such period has been at least 50,000 shares.
Warrans expired | $ / shares						$ 11.51	$ 9.05
Warrants redemption price | $ / shares							0.001
Share price per share | $ / shares							$ 0.25
Warrants exercised or forfeited							56,157
Stock Options [Member]
Options vested		233,234	233,333	233,333
Nonvested Options [Member]
Weighted average vesting period							1 year 7 months 6 days
Share-based Compensation | $							$ 143,000
Employment Agreement [Member] | Stock Options [Member]
Option to purchase common stock shares							700,000
Trading period | Integer							10
Electro-Fish Media [Member]
Common stock issued for purchase							3,400,000
ICDLogic, LLC [Member]
Common stock issued for purchase							1,940,000
Board of Directors [Member] | 2016 Employee LongTerm Incentive Compensation Plan [Member]
Restricted common shares, vested	2,079,833
Restricted shares of common stock	2,500,000
Board of Directors [Member] | Vested Shares [Member]
Restricted common shares, vested							1,731,667
Board of Directors [Member] | Unvested Shares [Member]
Restricted shares of common stock							762,333
Board of Directors [Member] | May 22, 2018 [Member] | Restricted Stock [Member]
Options vested							2,858,107
Restricted shares of common stock							4,287,161
Compensation expense | $							$ 120
Board of Directors [Member] | May 22, 2020 [Member] | Restricted Stock [Member]
Restricted common shares, vested							1,429,054
Compensation expense | $							$ 360,000
Directors and vendors [Member]
Common stock issued as compensastion							340,525
Executives and Directors [Member]
Common stock issued as compensastion							5,287,161
Options vested							3,539,607
Employees[Member]
Common stock issued as compensastion							2,500,000
Options vested							2,079,834
Director [Member] | April 1, 2018 [Member]
Restricted shares of common stock							1,000,000
Officers And Directors [Member]
Restricted shares of common stock					5,462,161
Compensation expense | $							$ 907
Share price per share | $ / shares							$ 0.25
Officers And Directors [Member] | Restricted Stock [Member]
Compensation expense | $							$ 458
Officers And Directors [Member] | Vested Shares [Member]
Restricted shares of common stock							3,366,440
Officers And Directors [Member] | Unvested Shares [Member]
Restricted shares of common stock							2,095,721
Stock Issuances [Member]
Stock issued for cash, Shares							9,265,801
Stock issued for cash,Amount | $							$ 2,649,000
Restricted common shares, unvested							348,167
Number of Options Outstanding, Forfeited/expired							72,000
Compensation expense | $							$ 96,000
Warrant One [Member]
Common stock, shares subscription							1,267,000
Share price per share | $ / shares							$ 1.35
Expire date							Dec. 31, 2019
Warrant [Member]
Warrans expired | $ / shares							$ 72,668
Common stock, shares subscription							4,002,646
Share price per share | $ / shares							$ 1.35
Expire date							Jun. 30, 2020

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Property, plant and equipment, gross	$ 50,000	$ 45,000
Less accumulated depreciation	(39,000)	(35,000)
Property, plant and equipment, net	11,000	10,000
Equipment [Member]
Property, plant and equipment, gross	16,000	11,000
Furniture and Fixtures [Member]
Property, plant and equipment, gross	8,000	8,000
Leasehold improvements [Member]
Property, plant and equipment, gross	$ 26,000	$ 26,000

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 30, 2017
Property And Equipment Details Narrative Abstract
Depreciation	$ 3,000	$ 4,000	$ 7,000

SOFTWARE DEVELOPMENT COSTS (Det

SOFTWARE DEVELOPMENT COSTS (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Software Development Costs Details Abstract
Development costs	$ 1,513,000	$ 1,176,000
Acquired technology	539,000	630,000
Less Accumulated amortization	(1,069,000)	(692,000)
Software development costs, net of accumulated amortization	$ 535,000	$ 484,000

SOFTWARE DEVELOPMENT COSTS (D_2

SOFTWARE DEVELOPMENT COSTS (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 30, 2017
Software Development Costs Details Narrative Abstract
Amortization of software development	$ 157,000	$ 402,000	$ 255,000
Amortization of acquired customer relationship assets		$ 25,000

LINE OF CREDIT (Details Narrati

LINE OF CREDIT (Details Narrative) - USD ($)	4 Months Ended
	Mar. 12, 2014	Dec. 31, 2018	May 31, 2016	Sep. 09, 2014
Revolving line of credit amount	$ 500,000			$ 750,000
Revolving line of credit interest rate description	The line carries interest at the Wall Street Journal Prime rate + 1.0% with a floor rate of 6.5% (6.5% at December 31, 2018).
Line of credit, reduce amount			$ 500,000
Line of credit, available amount		$ 2,000
October 29, 2013
Revolving line of credit amount		$ 250,000

LONG TERM DEBT (Details)

LONG TERM DEBT (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Long-term debt, gross	$ 1,416,000	$ 1,461,000
Less current maturities	(1,361,000)	(1,461,000)
Total Long-term debt	55,000
Notes Payable [Member]
Long-term debt, gross	106,000	106,000
Notes Payable One [Member]
Long-term debt, gross	494,000	471,000
Notes Payable Two [Member]
Long-term debt, gross	10,000	10,000
Notes Payable Three [Member]
Long-term debt, gross	92,000
Notes Payable Four [Member]
Long-term debt, gross	714,000	657,000
Notes Payable Five [Member]
Long-term debt, gross		$ 217,000

LONG TERM DEBT (Details 2)

LONG TERM DEBT (Details 2)	Dec. 31, 2018USD ($)
Long Term Debt
2019	$ 1,361,000
2020	42,000
2021	13,000
Long-term debt, maturities	$ 1,416,000

LONG TERM DEBT (Details Narrati

LONG TERM DEBT (Details Narrative) - USD ($)	Apr. 01, 2018	Dec. 31, 2017	Jun. 30, 2017	Jun. 15, 2017	Dec. 31, 2018	May 15, 2018
Note payable					$ 699,000
Accrued interest					15,000
Notes Payable [Member]
Note payable	$ 113,000		$ 747,000
Interest rate	8.00%		18.00%
Accrued interest						$ 3,000
Promissory Note [Member]
Note payable				$ 50,000	$ 100,000
Interest rate		18.00%		18.00%	12.00%
Debt maturity date					Dec. 31, 2019
Unsecured Note [Member]
Interest rate					8.00%

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Taxes Details Abstract
Deferred Income Tax Assets	$ 13,779,000	$ 13,328,000
Valuation Allowance	(13,779,000)	(13,328,000)
Net Deferred Tax Asset
Reconciliation of the effective income tax rate to the federal statutory rate:
Federal Income Tax Rate	21.00%	21.00%
Change in valuation allowance including the effect of the rate change	(21.00%)	(21.00%)
Effective income tax rate	0.00%	0.00%

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2018USD ($)
Income Taxes Details Narrative Abstract
Operating loss carryforwards, federal	$ 3,450,000
Description of operating loss carryforwards, federal	Federal net operating loss carryforwards of approximately $67,596,000, which at the latter date may be carried forward for tax years ending through December 31, 2037

CONCENTRATION OF CREDIT RISK (D

CONCENTRATION OF CREDIT RISK (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Jun. 30, 2017
Sales Revenue, Net [Member] | Customer A member [Member]
Concentration Risk, Percentage	33.00%	10.00%	0.00%
Sales Revenue, Net [Member] | Customer B member [Member]
Concentration Risk, Percentage	8.00%	0.00%	0.00%
Sales Revenue, Net [Member] | Customer C member [Member]
Concentration Risk, Percentage	9.00%	0.00%	0.00%
Sales Revenue, Net [Member] | Customer D member [Member]
Concentration Risk, Percentage	0.00%	9.00%	0.00%
Accounts Receivable [Member] | Customer A member [Member]
Concentration Risk, Percentage	15.00%	40.00%
Accounts Receivable [Member] | Customer B member [Member]
Concentration Risk, Percentage	42.00%	0.00%
Accounts Receivable [Member] | Customer C member [Member]
Concentration Risk, Percentage	14.00%	0.00%
Accounts Receivable [Member] | Customer D member [Member]
Concentration Risk, Percentage	0.00%	20.00%

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2018USD ($)
Total	$ 171,000
Lease [Member]
December 31, 2019	93,000
December 31, 2020	$ 78,000

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 30, 2017	Jul. 02, 2018
Operating lease rental expense	$ 42,000	$ 94,000	$ 80,000
lease term		3 years
Chakravarthi 2018 Agreement [Member] | Murali Chakravarthi [Member] | November 1, 2018 [Member]
Annual base salary		$ 120,000
Stock option granted		300,000
Stock option vested		100,000
Stock option vesting description		The remaining options are to be vested at the rate of 100,000 shares each on the subsequent anniversary dates of the date of the Chakravarthi 2018 Agreement.
Fidanza 2018 Agreement [Member] | David Fidanza [Member] | October 1, 2018 [Member]
Stock option granted		300,000
Stock option vested		100,000
Stock option vesting description		The remaining options are to be vested at the rate of 100,000 shares each on the subsequent anniversary dates of the date of the Fidanza 2018 Agreement.
McDermott 2018 Agreement [Member] | Robert McDermott [Member]
Annual base salary				$ 250,000
McDermott 2018 Agreement [Member] | Robert McDermott [Member] | July 1, 2018 [Member]
Annual base salary		$ 115,000
Stock option granted		700,000
Stock option vested		233,333
Stock option vesting description		The remaining options are to be vested at the rate of 233,333 shares and 233,334 shares, respectively, each on the subsequent anniversary dates of the date of the McDermott 2018 Agreement.

ACQUISITIONS (Details)

ACQUISITIONS (Details) - ICDLogic LLC [Member]	1 Months Ended
	Nov. 30, 2017USD ($)
Consideration Paid:
Common stock	$ 970,000
Total consideration	970,000
Assets acquired:
Cash	5,000
Accounts receivable	41,000
Other intangible assets	710,000
Goodwill	371,000
Total assets acquired	1,127,000
Liabilities assumed:
Accounts payable	157,000
Total liabilities assumed	157,000
Net assets acquired	$ 970,000

ACQUISITIONS (Details Narrative

ACQUISITIONS (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Jan. 19, 2018	Nov. 30, 2017	Dec. 31, 2018
Stock issued for acquisition of Electro-Fish Media, Amount			$ 1,700,000
Electro Fish Media Inc [Member]
Stock issued for acquisition of Electro-Fish Media, Shares	3,400,000
Stock issued for acquisition of Electro-Fish Media, Amount			$ 1,700,000
ICDLogic LLC [Member]
Stock issued for acquisition of ICDLogic, Shares		1,940,000
Other intangible assets		$ 710,000
Goodwill		$ 371,000
Stock issued for acquisition of ICDLogic		1,940,000
Price per share		$ 0.50

RECAPITALIZATION (Details Narra

RECAPITALIZATION (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2018	Dec. 31, 2017
Common stock, shares outstanding	1,419,651,828	50,864,131	34,318,198
Debt instrument converted amount, principal and interest	$ 6,624,325
Debt conversion, converted instrument, shares issued	6,624,325,000
Reverse split converted shares	17,807,298,401
Stock issued during period, shares, reverse stock splits		10,000,000
Common stock, shares issued		50,864,131	34,318,198
Series A Preferred Stock [Member]
Preferred stock shares converted	35.75
Common stock shares isuued upon conversion of preferred shares	4,689,583,188
Series B Preferred Stock [Member]
Preferred stock shares converted	63
Common stock shares isuued upon conversion of preferred shares	5,073,738,384
Bridge Loans
Debt instrument converted amount, principal and interest	$ 6,522,355
Debt conversion, converted instrument, shares issued	18,302,309
Debt instrument converted amount, interest	$ 1,662,967
Recapitalization [Member]
Common stock, shares outstanding	28,302,309
Common stock, shares issued	28,302,309

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended		12 Months Ended
	Feb. 21, 2019	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2018	Jun. 30, 2017
Debt instrument converted amount, principal			$ 6,624,325
Debt conversion, converted instrument, shares issued			6,624,325,000
Proceeds from issuance of common stock		$ 1,010,000		$ 2,649,000
Option exercise price		$ 7.81	$ 12.47	$ 0.29	$ 12.47
Subsequent Event [Member] | Notes Payable [Member]
Debt instrument converted amount, principal				$ 20,000
Debt conversion, converted instrument, shares issued				2,067,802
Proceeds from issuance of common stock				$ 559,000
Subsequent Event [Member] | Employees And Directors [Member]
Restricted stock granted	675,000
Stock option granted	135,000
Option exercise price	$ 0.15