Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | iCoreConnect Inc. | |
Entity Central Index Key | 0001408057 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 172,216,323 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52765 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 13-4182867 | |
Entity Address Address Line 1 | 529 E. Crown Point Road, Suite 250 | |
Entity Address City Or Town | Ocoee | |
Entity Address State Or Province | FL | |
Entity Address Postal Zip Code | 34761 | |
City Area Code | 888 | |
Local Phone Number | 810-7706 | |
Security 12b Title | Common Stock, $.001 par value | |
Trading Symbol | ICCT | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash And Cash Equivalents | $ 810,075 | $ 71,807 |
Accounts Receivable, Net | 715,701 | 629,047 |
Prepaid Expenses And Other Current Assets | 390,386 | 312,286 |
Total Current Assets | 1,916,162 | 1,013,140 |
Property And Equipment, Net | 91,686 | 92,562 |
Right Of Use Lease Asset - Operating | 1,078,739 | 99,054 |
Software Development Costs, Net | 561,925 | 592,781 |
Acquired Technology, Net | 160,034 | 277,966 |
Customer Relationships, Net | 2,890,001 | 3,069,874 |
Goodwill | 1,484,966 | 1,484,966 |
Total Long-term Assets | 6,267,351 | 5,617,203 |
Total Assets | 8,183,513 | 6,630,343 |
Liabilities And Stockholders' Equity | ||
Accounts Payable And Accrued Expenses | 1,243,273 | 1,641,750 |
Operating Lease Liability, Current Portion | 1,046,423 | 66,738 |
Notes Payable, Current Portion | 1,776,168 | 2,325,339 |
Deferred Revenue | 33,374 | 20,419 |
Total Current Liabilities | 4,099,238 | 4,054,246 |
Long-term Debt, Net Of Current Maturities | 3,683,206 | 1,538,488 |
Operating Lease Liability, Net Of Current Portion | 32,316 | 32,318 |
Total Long-term Liabilities | 3,715,522 | 1,570,806 |
Total Liabilities | 7,814,760 | 5,625,052 |
Stockholders' Equity | ||
Preferred Stock, Par Value $0.001; 10,000,000 Shares Authorized; Issued And Outstanding: 0 As Of March 31, 2022 And December 31, 2021. | 0 | 0 |
Common Stock Par Value $0.001; 600,000,000 Shares Authorized; Issued And Outstanding: 172,216,323 As Of March 31, 2022 And 167,493,479 As Of December 31, 2021 | 172,216 | 167,493 |
Additional Paid-in-capital | 84,534,035 | 83,633,061 |
Accumulated Deficit | (84,337,498) | (82,795,263) |
Total Stockholders' Equity | 368,753 | 1,005,291 |
Total Liabilities And Stockholders' Equity | $ 8,183,513 | $ 6,630,343 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred Stock, Shares 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, Shares Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Common Stock, Shares Issued | 172,216,323 | 167,493,479 |
Common Stock, Shares Outstanding | 172,216,323 | 167,493,479 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||
Revenue | $ 2,043,889 | $ 704,001 |
Cost Of Sales | 634,230 | 240,033 |
Gross Profit | 1,409,659 | 463,968 |
Expenses | ||
Selling, General And Administrative | 1,950,441 | 856,388 |
Depreciation And Amortization | 455,771 | 252,697 |
Total Operating Expenses | 2,406,212 | 1,109,085 |
Loss From Operations | (996,553) | (645,117) |
Other Expense | ||
Interest Expense | (155,689) | (167,797) |
Finance Fee | (300,000) | 0 |
Other Expense | (89,993) | 0 |
Total Other Expense | (545,682) | (167,797) |
Net Loss | $ (1,542,235) | $ (812,914) |
Net Loss Per Share Available To Common Stockholders, Basic And Diluted | $ (0.01) | $ (0.01) |
Weighted Average Number Of Shares, Basic And Diluted | 171,087,892 | 115,776,822 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit [Member] |
Balance, Shares at Dec. 31, 2020 | 90,081,336 | |||
Balance, Amount at Dec. 31, 2020 | $ (628,940) | $ 90,081 | $ 77,112,060 | $ (77,831,081) |
Stock Issued For Cash, Shares | 22,504,600 | |||
Stock Issued For Cash, Amount | 1,417,313 | $ 22,505 | 1,394,808 | 0 |
Stock Issued For Conversion Of Fees For Services Payable, Shares | 7,948,502 | |||
Stock Issued For Conversion Of Fees For Services Payable, Amount | 481,923 | $ 7,948 | 473,975 | 0 |
Stock Compensation Expense, Shares | 3,968,795 | |||
Stock Compensation Expense, Amount | 118,796 | $ 3,969 | 114,827 | 0 |
Net Loss | (812,914) | $ 0 | 0 | (812,914) |
Balance, Shares at Mar. 31, 2021 | 124,503,233 | |||
Balance, Amount at Mar. 31, 2021 | 576,178 | $ 124,503 | 79,095,670 | (78,643,995) |
Balance, Shares at Dec. 31, 2021 | 167,493,497 | |||
Balance, Amount at Dec. 31, 2021 | 1,005,291 | $ 167,493 | 83,633,061 | (82,795,263) |
Stock Issued For Cash, Shares | 4,722,844 | |||
Stock Issued For Cash, Amount | 350,000 | $ 4,723 | 345,277 | 0 |
Stock Compensation Expense, Amount | 255,697 | 0 | 255,697 | 0 |
Net Loss | (1,542,235) | $ 0 | 0 | (1,542,235) |
Finance Fee On Convertible Debt | 300,000 | 300,000 | ||
Balance, Shares at Mar. 31, 2022 | 172,216,323 | |||
Balance, Amount at Mar. 31, 2022 | $ 368,753 | $ 172,216 | $ 84,534,035 | $ (84,337,498) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (1,542,235) | $ (812,914) |
Adjustments To Reconcile Net Loss To Net Cash Used In Operating Activities: | ||
Depreciation Expense | 63,814 | 684 |
Amortization Expense | 391,957 | 252,013 |
Stock Compensation Expense | 255,697 | 118,796 |
Finance Fee | 300,000 | 0 |
Non-cash Interest Expense | 94,589 | 26,858 |
Changes In Assets And Liabilities: | ||
Accounts Receivable | (86,654) | (50,486) |
Prepaid Expenses And Other Current Assets | (78,100) | (28,469) |
Right Of Use Asset, Net Of Lease Liability | (62,940) | (10,356) |
Accounts Payable And Accrued Expenses | (398,477) | (220,677) |
Deferred Revenue | 12,955 | 9,382 |
Net Cash Used In Operating Activities | (1,049,394) | (715,169) |
Investing Activities | ||
Additions To Capitalized Software | (63,296) | (48,682) |
Net Cash Used In Investing Activities | (63,296) | (48,682) |
Financing Activites | ||
Net Proceeds From Debt | 2,000,000 | 0 |
Payments On Debt | (499,042) | (489,641) |
Proceeds From Issuance Of Common Stock | 350,000 | 1,417,313 |
Conversion Of Accounts Payable Into Common Stock | 22,734 | |
Net Cash Provided By Financing Activities | 1,850,958 | 950,406 |
Net Change In Cash | 738,268 | 186,555 |
Cash And Cash Equivalents At Beginning Of The Period | 71,807 | 7,619 |
Cash And Cash Equivalents At End Of The Period | 810,075 | 194,174 |
Supplemental Disclosure Of Cash Flow Information: | ||
Cash Paid During The Period For Interest | 32,909 | 140,939 |
Stock Issued For Conversion Of Accounts Payable | $ 0 | $ 481,923 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
NATURE OF OPERATIONS | |
1. Nature Of Operations | 1. NATURE OF OPERATIONS iCoreConnect Inc., (the “Company”), a Nevada Corporation, is a market leading cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise platform of applications and services. Business Combinations During 2021 the Company completed three asset acquisitions which were accounted for as business combinations; On April 23, 2021, the Company acquired substantially all the assets of Heyns Unlimited LLC doing business as Advantech; On May 31, 2021, the Company acquired substantially all the assets of BCS Tech Center, Inc.; and on September 1, 2021, the Company acquired substantially all the assets of Spectrum Technology Solutions, LLC. Going Concern and Liquidity 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 three months period ended March 31, 2022, the Company generated an operating loss of $996,553. In addition at March 31, 2022, the Company has an accumulated deficit, and net working capital deficit of $84,337,498 and $2,183,076, respectively. The Company’s activities were primarily financed through private placements of equity securities and issuance of debt. The Company intends to raise additional capital through the issuance of debt and/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 for a period of 12 months from the issuance date of these financial statements. 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 | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
2. Summary Of Significant Accounting Policies | 2. SUMMARY OF SIGNFICANT ACCOUNTING POLICES Basis of Presentation and Principles of Consolidations The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 18, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows: Level 1 – Observable inputs that reflect quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs. Level 3 – Unobservable inputs for which there is little, if any, market activity for the asset or liability being measured. These inputs may be used with standard pricing models or other valuation or internally-developed methodologies that result in management’s best estimate of fair value. As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book values of its financial instruments as of March 31, 2022 and December 31, 2021, approximated their fair value due to their short-term nature. 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. At March 31, 2022 and December 31, 2021, the Company had no 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. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the potential inability of certain customers to make required future payments on amounts due. 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 the Company’s 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 customers improves and collections of amounts outstanding commence or are reasonably assured, then the Company may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of approximately $36,000 at March 31, 2022 and December 31, 2021. Property, Equipment and Depreciation Property, equipment, and leasehold improvements are recorded at their historical cost, less accumulated depreciation and amortization. Depreciation and amortization have been determined using the straight-line method over the estimated useful lives of the assets which are for 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. The Company has determined that technological feasibility for its 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 straight-line amortization over three years. Long-Lived Assets and Goodwill The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Revenue Recognition We have 5 primary sources of revenue 1. Electronic Prescription Software 2. Insurance Verifications 3. ICD-10 Medical Coding Software 4. Encrypted and HIPAA Compliant Secure email 5. MSaaS software 1) Electronic Prescription software services are provided an annual subscription basis using the software as a service (‘SaaS’) model with revenue recognized ratably over the contract term. 2). Insurance verification services are provided on an annual subscription basis using SaaS model with revenue recognized ratably over the contract term. 3) ICD-10 Medical Coding services are provided on an annual subscription basis using the software as a SaaS model with revenues recognized ratably over the contract term. 4) Encrypted and HIPAA compliant and secure email services are provided on an annual subscription basis using the SaaS model with revenues recognized ratably over the contract term. 5) MSaaS software services are provided on an annual subscription basis using the SaaS model with revenue recognized ratably over the contract term. The Company accounts for revenue from contracts with customers in accordance with ASU No. 2017-09, Revenue from Contracts with Customers and a series of related accounting standard updates (collectively referred to as “Topic 606”). This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities. We recognize revenue for our service in accordance with accounting standard ASC 606. Our customers are acquired through our own salesforce and through the referrals from our many state association marketing partners. We primarily generate revenue from multiple software as a service (SaaS) offerings, which typically include subscriptions to our online software solutions. The Company’s secondary source of revenue is professional services and other revenue related to customer onboarding, IT services and equipment sales that often precede a subscription service offering purchased by the customer. Approximately 90% of our revenue is subscription based with the remainder being professional services and other IT related revenue. The geographic concentration of our revenue is 100% in North America. Management has determined that it has the following performance obligations related to its products and services: multiple SaaS offerings, which typically include subscriptions to our online software solutions. Revenue from Software as a Service, hardware, service repairs, and support & maintenance are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Our customers do not have the right to take possession of the online software solution. Revenue from subscriptions, including additional fees for items such as incremental contacts, is recognized ratably over the subscription period beginning on the date the subscription is made available to customers. Substantially all subscription contracts are one year. We recognize revenue from on-boarding services and equipment as the services are provided. Amounts billed that have not yet met the applicable revenue recognition criteria are recorded as deferred revenue. For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers several factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered. Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the “expected value” method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized. The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. As a result, the Company accrues the costs of shipping and handling when the related revenue is recognized. Costs incurred for shipping and handling are included in costs of goods sold on the Consolidated Statements of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statements of Operations. Advertising Costs Advertising costs are reported in selling, general and administrative expenses and include advertising, marketing and promotional programs and are charged as expenses in the year in which they are incurred. Advertising costs were $132,094 and $56,376 for the three months ended March 31, 2022 and 2021, respectively. Accounting for Derivative Instruments The Company accounts for derivative instruments in accordance with ASC 815 “Derivatives and Hedging”, 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. Financial Instruments With Down Round Features The Company follows the guidance of FASB ASU 2017-11, “Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); and Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. ASU 2017-11 simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downround adjustment of the current exercise price based on the price of the future equity offerings. The standard requires companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for the purposes of determining liability of equity classification. Companies that provide earning per share (“EPS”) data will adjust their diluted EPS calculation for the effect of the feature when triggered (i.e. when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. 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. 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 share-based compensation costs in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires companies to measure the cost of awards of equity instruments, including stock options and restricted stock awards, based on the grant-date fair value of the award and to recognize it as compensation expense over the employee’s requisite service period or the non-employee’s vesting period. An employee’s requisite service period is the period of time over which an employee must provide service in exchange for an award under a share-based payment arrangement and generally is presumed to be the vesting period. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional paid in capital, is recorded as an increase to share capital. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model. The Company estimates the fair value of its common stock using the closing stock price of its common stock on the option grant date. The Company estimates the volatility of its common stock at the date of grant based on its historical stock prices. 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 fair value of shares of restricted stock issued are determined by the Company based on the estimated fair value of the Company’s common stock. Beneficial Conversion Features and Warrants The Company evaluates the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. The Company calculates the fair value of warrants with the convertible instruments using the Black-Scholes valuation model. Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. Leases The Company adopted ASU No. 2016-02, Leases and a series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”). Topic 842 requires organizations to recognize right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The FASB retained the distinction between finance leases and operating leases, leaving the effect of leases in the statement of comprehensive income and the statement of cash flows largely unchanged from previous U.S. GAAP. The Company utilized the transition method allowed under ASU 2018-11 in which an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, if any. The Company determines, at contract inception, whether or not an arrangement contains a lease and evaluates the contract for classification as an operating or finance lease. For all leases, ROU assets and lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. If the Company’s lease does not provide an implicit rate in the contract, the Company uses its incremental, secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments. Any renewal periods are considered in the analysis of each lease to the extent that the Company considers them to be reasonably certain of being exercised. Related Party Transactions The Company accounts for related party transactions in accordance with FASB ASC 850, Related Party Disclosures Reportable Segments U.S. GAAP establishes standards for reporting financial and descriptive information about a company’s reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The chief operating decision maker is the Company’s Chief Executive Officer, who currently reviews the financial performance and the results of operations of the Company’s operating subsidiaries on a consolidated basis when making decisions about allocating resources and assessing performance of the Company. Accordingly, the Company currently considers itself to be in a single reporting segment for reporting purposes focused on the North American market. Recently Issued Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU 2021-04). This guidance clarifies an issuer’s accounting for certain modifications of freestanding equity-classified written call options and provides a “principles-based” framework to determine whether an issuer should recognize the modification or exchange and an adjustment to equity or an expense. The Company is currently evaluating the potential impact ASU 2021-04 will have on our Consolidated Financial Statements. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for certain convertible instruments and contracts in an entity’s own equity. As a smaller reporting entity, this standard will become effective for fiscal years beginning after December 15, 2023, including interim periods within those years. The Company is currently evaluating the potential impact ASU 2020-06 will have on the Consolidated Financial Statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This guidance provides optional guidance related to reference rate reform, which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for borrowing instruments that use LIBOR as a reference rate and is effective upon issuance through December 31, 2022. The Company has performed an evaluation of and will continue to evaluate, through December 31, 2022, the impact of this ASU. This ASU does not currently and is not expected to have in the future, a material effect on the Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-11 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. This standard will become effective for interim and annual periods beginning after December 15, 2022 and earlier adoption is permitted. The Company is currently evaluating the potential impact the adoption of this ASU will have on the Condensed Consolidated Financial Statements. |
NOTES PAYABLE AND DERIVATIVE LI
NOTES PAYABLE AND DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2022 | |
NOTES PAYABLE AND DERIVATIVE LIABILITY | |
3.notes Payable And Derivative Liability | 3. NOTES PAYABLE Notes Payable 1. In April 2021, the Company signed a $150,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $150,000 from a finance company (the “Investor” or “Holder”). An Interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company’s Common Stock at fixed conversion price $0.10 per common share. The Company has a right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holder 780,000 restricted shares of the Company’s Common Stock and 2,600,000 cash Warrant Shares with a 5-year term. The exercise price per share of Common Stock under this Warrant is $0.20 per share for the first 1,300,000 Warrant Shares and $0.25 for the next 1,300,000 Warrant Shares. 2. In April 2021, the Company signed a $350,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $350,000 from the same finance company (the “Investor” or “Holder”). An Interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company’s Common Stock at a fixed conversion price of $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. 3. In April 2021, the Company signed a $500,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $500,000 from a second finance company (the “Investor” or “Holder”). An Interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company’s Common Stock at a fixed conversion price of $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holder 788,000 restricted shares of the Company’s Common Stock and 2,600,000 cash Warrant Shares with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.20 per share for the first 1,300,000 Warrant Shares and $0.25 for the next 1,300,000 Warrant Shares. During the year ended December 31, 2021 the Investor converted $125,000 of outstanding principal and interest into 1,250,000 shares of the Company’s common stock. 4. In April 2021, the Company signed a $250,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $245,000 from a third finance company (the “Investor” or “Holder”). An Interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company’s Common Stock at fixed conversion price $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holder 390,000 restricted shares of the Company’s Common Stock and 1,300,000 cash Warrant Shares with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.20 per share for the first 650,000 Warrant Shares and $0.25 for the next 650,000 Warrant Shares. During the year ended December 31, 2021 the Investor converted $35,000 of outstanding principal and interest into 350,000 shares of the Company’s common stock. 5. In April 2021, the Company signed a $250,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $230,000 net of fees from a fourth finance company (the “Investor” or “Holder”). An Interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company’s Common Stock at fixed conversion price $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holder 390,000 restricted shares of the Company’s Common Stock and 1,300,000 cash Warrant Shares with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.20 per share for the first 650,000 Warrant Shares and $0.25 for the next 650,000 Warrant Shares. During the year the year ended December 31, 2021, the Investor converted $28,846 of outstanding principal and interest into 288,463 shares of the Company’s common stock. 6. In May 2021, the Company signed a $250,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $248,000 net of fees from a fourth finance company (the “Investor” or “Holder”). An Interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company’s Common Stock at fixed conversion price $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holder 390,000 restricted shares of the Company’s Common Stock and 1,300,000 cash Warrant Shares with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.20 per share for the first 650,000 Warrant Shares and $0.25 for the next 650,000 Warrant Shares. 7. In August 2021, the Company signed a $1,000,000 and $500,000 promissory note with a maturity date 24 months after issuance from an existing finance company in April 2021 (the “Investor” or “Holder”). An Interest charge of 15% per annum shall accrue and be paid monthly. The Company also issued to the Holder 1,000,000 restricted shares of the Company’s Common Stock and 1,500,000 cash Warrant Shares with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.25 per share. 8. In November 2021, the Company signed a $40,071 equipment finance agreement with a maturity date 60 months after issuance from a third-party financing company. Payments of principle and interest of $791 are due monthly. 9. In February 2022, the Company signed a $2,000,000 secured promissory note with a maturity date 48 months after issuance and received in exchange $1,970,000 net of fees. An Interest charge of 17.5% per annum shall accrue, with interest only payments being made for the first six months after which both interest and principle will be due. The Company has right of prepayment subject to certain minimum interest payments being made. The Prepayment Fee shall be (i) equal to 6 months’ interest that would have accrued with regard to the prepaid principal, if prepaid prior to the 2nd anniversary of the date of the Initial Advance or Subsequent Advance, as applicable, and (ii) equal to 3 months’ interest that would have accrued with regard to the prepaid principal, if prepaid on or after the 2nd anniversary and prior to the 3rd anniversary of the date of the Initial Advance or Subsequent Advance, as applicable. Additionally, the Company has the following covenant requirements; maintaining a minimum cash balance of $150,000 in its combined bank accounts as well as entering into a Deposit Account Control Agreement; monthly financial reporting requirements and certifications; obtaining other indebtedness without consent; merge, consolidate or transfer assets; pledge assets as collateral; or guarantee without consent of the Lender. The Company is in compliance with its covenants as of March 31, 2022. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
COMMON STOCK | |
4. Common Stock | 4. COMMON STOCK Stock Issuances During the three months ended March 31, 2022 the Company issued 4,722,844 shares of common stock for cash of $350,000. Stock Options Certain employees and executives have been granted options or warrants that are compensatory in nature. A summary of option activity for the three months ended March 31, 2022 are presented below: 2022 Options Outstanding Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Balance Outstanding - January 1, 2022 32,275,000 $ 0.12 9.8 $ - Granted 300,000 $ 0.11 9.8 Exercised - - Forfeited - $ - Balance Outstanding - M arch 31, 2022 32,575,000 $ 0.12 9.5 $ - Exercisable - March 31, 2022 1,395,000 $ 0.24 6.4 $ - 2022 Nonvested Options Number of Options Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Nonvested - January 1, 2022 30,880,000 $ 9.9 2.6 Granted 300,000 $ 9.8 2.7 Vested $ - Forfeited/expired - Nonvested - March 31, 2022 31,180,000 $ 9.6 2.6 Restricted Stock Compensation On March 29, 2021, the Company’s Board of Directors approved the grant of 1,300,000 restricted shares of common stock to the Chief Executive Officer for bonus related to 2020 service. Warrants The Company typically issues warrants to individual investors and institutions to purchase shares of the Company’s Common Stock in connection with public and private placement fundraising activities. Warrants may also be issued to individuals or companies in exchange for services provided for the Company. The warrants are typically exercisable six months after the issue date, expire in five years, and contain a cash exercise provision and registration rights. During the three months ending March 31, 2022, the Company issued no Common Stock Warrants. As of March 31, 2022, the number of shares issuable upon exercise of the Common Stock Warrants were 10,600,000 shares. Type Issue Date Shares Exercise Price Expiration Investors 4/19/2021 1,300,000 $ 0.20 4/19/2026 Investors 4/19/2021 1,300,000 $ 0.25 4/19/2026 Investors 4/22/2021 1,300,000 $ 0.20 4/22/2026 Investors 4/22/2021 1,300,000 $ 0.25 4/22/2026 Investors 4/30/2021 650,000 $ 0.20 4/30/2026 Investors 4/30/2021 650,000 $ 0.25 4/30/2026 Investors 5/4/2021 650,000 $ 0.20 5/4/2026 Investors 5/4/2021 650,000 $ 0.25 5/4/2026 Investors 5/19/2021 650,000 $ 0.20 5/19/2026 Investors 5/19/2021 650,000 $ 0.25 5/16/2026 Investors 8/31/2021 1,500,000 $ 0.25 8/31/2026 Total 10,600,000 2022 Warrants Outstanding Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Outstanding – December 31, 2021 10,600,000 $ 0.23 4.40 $ 715,223 Granted Forfeited/expired - $ - Outstanding – March 31, 2022 10,600,000 $ 0.23 4.10 $ 715,223 Equity Line of Credit In January 2021 the Company and one of its Convertible Debt Holders entered into a Purchase Agreement for up to $5,000,000 shares of the Company’s common stock for 24 months. The purchase price of the stock will be at 75% of the lowest individual daily weight average price of the past five (5) trading days with the amount to be drawn down as the lesser of $250,000 or 300% of the average shares traded for the ten (10) days prior to the Closing Request Date with a minimum $25,000 put allowance. As part of the agreement, the Company issued 250,000 shares of common stock as a commitment fee. In January 2022 the Company exercised its equity line of credit of an aggregate amount of $350,000 in exchange for 4,772,844 shares of common stock. The balance available as of March 31, 2022 to draw on the equity line of credit after the draw was $4,650,000 and $5,000,000 as of December 31, 2021. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
5. Goodwill And Other Intangible Assets | 5. GOODWILL AND OTHER INTANGIBLE ASSETS The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2022 and year ended December 2021: Total Balance at December 31, 2021 $ 1,484,966 2022 Acquisitions - Balance at March 31, 2022 $ 1,484,966 The following table sets forth the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of March 31, 2022 and December 31, 2021: Gross Carrying Amount Impairment Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Capitalized software $ 2,724,678 $ - $ (2,131,897 ) $ 592,781 Customer relationships 3,713,434 - (643,560 ) 3,069,874 Acquired technology 1,527,186 - (1,249,220 ) 277,966 Total definite-lived intangible assets at December 31, 2021 7,965,297 - (4,024,677 ) 3,940,621 Capitalized software 2,787,974 - (2,226,049 ) 561,925 Customer relationships 3,713,434 - (823,433 ) 2,890,001 Acquired technology 1,527,186 - (1,367,152 ) 160,034 Total definite-lived intangible assets at March 31, 2022 $ 8,028,594 $ - $ (4,416,634 ) $ 3,611,960 Amortization expense of intangible assets was $391,957 for the three months ended March 31, 2022. The Company’s amortization is based on no residual value using the straight-line amortization method as it best represents the benefit of the intangible assets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
6. Commitments And Contingencies | 6. 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 provided for a one-year renewal term at the option of the Company that the company exercised. An amendment to this lease was signed on October 26, 2020 which extended the lease term through October 31, 2021. On September 10, 2021, an additional seven-month extension was signed extending the lease term to May 30, 2022. On September 22, 2021, the Company signed a six year and one month lease agreement for approximately 7,650 square feet for its new headquarters commencing on January 1, 2022, located in Ocoee, Florida. The lease provides for a five-year renewal term at the option of the Company. The company signed a three-year lease agreement for approximately 2.100 square feet of office space located in Concord, NC on July 16, 2020. With the acquisition of Advantech, the Company signed a two-year lease on May 12, 2021, for an office in Scottsdale, AZ. As of March 31, 2022, undiscounted future lease obligations for the office spaces are as follows: Lease Commitments as of 03/31/2022 Less than 1 year 1-3 years 3-5 years Total $ 288,086 $ 755,353 $ 482,328 $ 1,525,767 Lease costs for the three months ended March 31, 2022 were $52,867 and cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2022 were $27,944. As of March 31, 2022, the following represents the difference between the remaining undiscounted lease commitments under non-cancelable leases and the lease liabilities: Undiscounted minimum lease commitments $ 1,525,767 Present value adjustment using incremental borrowing rate (447,028 ) Lease liabilities $ 1,078,739 B) EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS On December 16, 2021, Robert McDermott, the President and Chief Executive Officer of the Company, entered into an employment agreement with the Company pursuant to which the Company employed Mr. McDermott for a term of three years. Mr. McDermott received a starting annual base salary of $295,000 per annum which increased to $317,500 per annum on December 16, 2022 and will increase to $348,000 per annum on December 31, 2023. In addition, Mr. McDermott is eligible to receive incentive bonus compensation pursuant to an executive bonus plan approved by the Board of Directors or the Compensation Committee of the Board of Directors of up to 30% of base salary. Mr. McDermott was awarded an option to purchase 18,000,000 shares of the Company’s Common Stock of which 25% (4,500,000) shares vest on December 16, 2022, another 25% (45,000,000) shares vest on December 16, 2023, another 25% (45,000,000) shares vest on December 16, 2024, and the remaining 25% (4,500,000) shares vest on December 16, 2025. In the event of termination of Mr. McDermott’s employment due to a change in control, by reason of his death or disability or by the Company without cause, his stock options that have not already vested will fully vest on the date of termination and any restrictions on any restricted stock owned by Mr. McDermott shall be lifted. Further, in the event of the termination of Mr. McDermott’s employment (i) due to a change in control Mr. McDermott will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the 24 month period following the date of termination, (ii) due to death or disability Mr. McDermott or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. McDermott will continue to receive his base salary for the 18 month period following the date of termination or through the end of the employment period, whichever is longer. For the year ended December 31, 2020, Mr. McDermott received an award 600,000 restricted shares in early 2021 which has been reflected as compensation expense in the accompanying 2020 Consolidated Statements of Operations. For the year ended December 31, 2021, Mr. McDermott received an award of 1,600,000 restricted shares in early 2022 which has been reflected in compensation expense in the accompanying 2021 Consolidated Statements of Operations. On December 16, 2021, David Fidanza, the Chief Information Officer of the Company, entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Fidanza for a term of three years. Mr. Fidanza received a starting annual base salary of $165,000 per annum which increases to $176,555 per annum on December 16, 2022, and to $190,000 per annum on December 16, 2023. Mr. Fidanza was awarded an option to purchase 3,000,000 shares of the Company’s Common Stock. 25% of the option award (750,000 shares) vest on December 16, 2022, another 25% (750,000 shares) vest on December 16, 2023, another 25% (750,000 shares) vest on December 16, 2024, and the remaining 25% (750,000 shares) vest on December 16, 2025. In the event of termination of Mr. Fidanza’s employment due to a change in control, by reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Fidanza shall be lifted. Further, in the event of the termination of Mr. Fidanza’s employment (i) due to a change in control Mr. Fidanza will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination, (ii) due to death or disability Mr. Fidanza or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. Fidanza will continue to receive his base salary for the six month period following the date of termination or through the end of the employment period, whichever is longer. On December 16, 2021, Muralidar Chakravarthi, the Chief Technology Officer of the Company, entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Chakravarthi for three years. Mr. Chakravarthi is to receive an annual base salary of $165,000 per annum which increases to $176,555 per annum on December 16, 2022, and to $190,000 per annum on December 16, 2023. Mr. Chakravarthi was awarded an option to purchase 3,000,000 shares of the Company’s Common Stock. 25% of the option award (750,000 shares) vest on December 16, 2022, another 25% (750,000 shares) vest on December 16, 2023 another 25% (750,000 shares) vest on December 16, 2024 and the remaining 25% (750,000 shares) vest on December 16, 2025. In the event of termination of Mr. Chakravarthi’s employment due to a change in control, by reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Chakravarthi shall be lifted. Further, in the event of the termination of Mr. Chakravarthi’s employment (i) due to a change in control Mr. Chakravarthi will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination, (ii) due to death or disability Mr. Chakravarthi or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. Chakravarthi will continue to receive his base salary for the six month period following the date of termination or through the end of the employment period, whichever is longer. On December 16, 2021, Mr. Jeffrey Stellinga was promoted to Chief Operating Officer of the Company and entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Stellinga for two years. Mr. Stellinga is to receive an annual base salary of $150,000 per annum which increases to $157,500 per annum on December 16, 2022 . Mr. Stellinga was awarded an option to purchase 2,000,000 shares of the Company’s Common Stock. 33% of the option award (666,666 shares) vest on December 16, 2022, another 33% (666,666 shares) vest on December 16, 2023 and the remaining 34% (666,668 shares) vest on December 16, 2024. In the event of termination of Mr. Stellinga’s employment due to a change in control, by reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Stellinga shall be lifted. Further, in the event of the termination of Mr. Stellinga’s employment (i) due to a change in control Mr. Stellinga will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination, (ii) due to death or disability Mr. Stellinga or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. Stellinga will continue to receive his base salary for the six month period following the date of termination or through the end of the employment period, whichever is longer. On August 18, 2021, Mr. Archit Shah, Chief Financial Officer of the Company entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Shah for three years. Mr. Shah is to receive an annual base salary of $232,500 per annum beginning September 7, 2021 which increases to $242,500 per annum on September 7, 2022 and increases to $255,000 on September 7, 2023. Mr. Shah was awarded an option to purchase 2,880,000 shares of the Company’s Common Stock. 33% of the option award (960,000 shares) vest on September 7, 2022, another 33% (960,000 shares) vest on September 7, 2023, and the remaining 34% (960,000 shares) vest on September 7, 2024. In the event of termination of Mr. Shah’s employment due to reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Shah shall be lifted. Further, in the event of the termination of Mr. Shah’s employment due to death or disability Mr. Shah or his estate will continue to receive his base salary during the six-month period following the date of termination and (iii) by the Company without cause Mr. Shah will continue to receive his base salary for the six-month period following the date of termination or through the end of the employment period, whichever is longer. (C) LITIGATION On August 18, 2021, the Company received a Notice of Disposition of Collateral under section 9-611 of the Uniform Commercial Code (“UCC”) (Arizona Revised Statutes 47-611) purporting to set a foreclosure sale, under the UCC, of the Company’s assets that were previously pledged as security to a Lender. On August 24, 2021 the Company received a Default Notice from the Lender asserting that the Company was obligated to pay $863,274. The Lender alleged that it had made certain loans and other financial accommodations in the form of guaranties to our Company beginning approximately in March of 2009 that was secured by all of the assets our Company. We initiated an investigation into the matter and concluded that we had repaid all of the loans (including tendering payment of $28,577.82 for various credit card obligations with JP Morgan Chase Bank which the Lender rejected on August 4, 2021) and any loans that had not been repaid were released under the terms of a Recapitalization Agreement dated November 1, 2016. We then retained Arizona counsel to prepare an Emergency Application for Temporary Restraining Order and Preliminary Injunction against the Lender in order to stop the foreclosure sale. We are currently in negotiations with Lender to resolve the dispute. We believe the claims of the Lender are without merit and intend to vigorously defend the matter. On June 15, 2021, the Company received a Complaint filed with the Circuit Court of the Ninth Judicial Circuit for Orange County, Florida. The Complaint alleges a breach of a previously entered into 2018 Settlement Agreement for which payments have not been made. The Complainant agreed to begin arbitration on August 31, 2021. We believe these claims are without merit. |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 3 Months Ended |
Mar. 31, 2022 | |
CONCENTRATION OF CREDIT RISK | |
7. Concentration Of Credit Risk | 7. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and trade accounts receivables. The Company places its cash with high-credit-quality financial institutions. At times, such cash may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limit of $250,000 per depositor. As a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses due to these excess deposits and believes the risk is not significant. With respect to trade receivables, management routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. The Company has historically provided financial terms to customers in accordance with what management views as industry norms. Access to the Company’s software products usually requires immediate payment but can extend several months under certain circumstances. 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. The Company has no significant customers (greater than 10% of total revenue) in its three-month 2022 revenue. The Company has accounts receivable concentration with three customers in 2022 representing 51% of total accounts receivables outstanding as of March 31, 2022, and one customer that represented 33% of accounts receivable outstanding as of December 31, 2021. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
SEGMENT INFORMATION | |
8. Segment Information | 8. SEGMENT INFORMATION The Company views its operations and manages its business as one operating segment which is the business of providing subscription-based software as a service (SaaS) and Managed IT (MSP/MSaaS) services and related non-recurring professional IT and other services. The Company aggregates is operating segments based on similar economic and operating characteristics of its operations. The Company’s SaaS and Managed IT offerings are sold under monthly recurring revenue contracts are included in the Subscription software and services segment. Professional services and other revenue segment consists of non-recurring revenue, including the periodic sale and installation of IT related hardware and custom IT projects. Professional services and other revenue is recognized when services are performed. Revenue Segment Net sales by revenue type were as follows: For the Three Months Ended March 31 2022 % 2021 % % Change Revenue: Subscription software and services $ 1,856,595 91 % $ 587,851 84 % 216 % Professional services and other 187,294 9 % 116,150 16 % 61 % $ 2,043,889 100 % $ 704,001 100 % 190 % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
9. Related Party Transactions | 9. RELATED PARTY TRANSACTIONS The Company incurred related party transactions of $497,309 for the three months ended March 31, 2022 and $78,520 for the three months ended March 31, 2021 in relation to payments of interest and principle on a Note Payable with its Chief Executive Officer. This note was fully repaid in February 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
10. Subsequent Events | 10. SUBSEQUENT EVENTS In April 2022, the Company signed a $300,000 unsecured promissory note with a maturity date 6 months after issuance. An interest charge of 14.0% per annum shall accrue, with all interest and principle payments being made on maturity. In April 2022, the Company signed a $50,000 unsecured promissory note with a maturity date 6 months after issuance. An interest charge of 14.0% per annum shall accrue, with all interest and principle payments being made on maturity. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis Of Presentation And Principles Of Consolidations | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 18, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
Fair Value Measurements | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows: Level 1 – Observable inputs that reflect quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs. Level 3 – Unobservable inputs for which there is little, if any, market activity for the asset or liability being measured. These inputs may be used with standard pricing models or other valuation or internally-developed methodologies that result in management’s best estimate of fair value. As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book values of its financial instruments as of March 31, 2022 and December 31, 2021, approximated their fair value due to their short-term nature. |
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. At March 31, 2022 and December 31, 2021, the Company had no 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. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the potential inability of certain customers to make required future payments on amounts due. 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 the Company’s 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 customers improves and collections of amounts outstanding commence or are reasonably assured, then the Company may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of approximately $36,000 at March 31, 2022 and December 31, 2021. |
Property, Equipment And Depreciation | Property, equipment, and leasehold improvements are recorded at their historical cost, less accumulated depreciation and amortization. Depreciation and amortization have been determined using the straight-line method over the estimated useful lives of the assets which are for 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. The Company has determined that technological feasibility for its 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 straight-line amortization over three years. |
Long-lived Assets And Goodwill | The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Revenue Recognition | We have 5 primary sources of revenue 1. Electronic Prescription Software 2. Insurance Verifications 3. ICD-10 Medical Coding Software 4. Encrypted and HIPAA Compliant Secure email 5. MSaaS software 1) Electronic Prescription software services are provided an annual subscription basis using the software as a service (‘SaaS’) model with revenue recognized ratably over the contract term. 2). Insurance verification services are provided on an annual subscription basis using SaaS model with revenue recognized ratably over the contract term. 3) ICD-10 Medical Coding services are provided on an annual subscription basis using the software as a SaaS model with revenues recognized ratably over the contract term. 4) Encrypted and HIPAA compliant and secure email services are provided on an annual subscription basis using the SaaS model with revenues recognized ratably over the contract term. 5) MSaaS software services are provided on an annual subscription basis using the SaaS model with revenue recognized ratably over the contract term. The Company accounts for revenue from contracts with customers in accordance with ASU No. 2017-09, Revenue from Contracts with Customers and a series of related accounting standard updates (collectively referred to as “Topic 606”). This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities. We recognize revenue for our service in accordance with accounting standard ASC 606. Our customers are acquired through our own salesforce and through the referrals from our many state association marketing partners. We primarily generate revenue from multiple software as a service (SaaS) offerings, which typically include subscriptions to our online software solutions. The Company’s secondary source of revenue is professional services and other revenue related to customer onboarding, IT services and equipment sales that often precede a subscription service offering purchased by the customer. Approximately 90% of our revenue is subscription based with the remainder being professional services and other IT related revenue. The geographic concentration of our revenue is 100% in North America. Management has determined that it has the following performance obligations related to its products and services: multiple SaaS offerings, which typically include subscriptions to our online software solutions. Revenue from Software as a Service, hardware, service repairs, and support & maintenance are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Our customers do not have the right to take possession of the online software solution. Revenue from subscriptions, including additional fees for items such as incremental contacts, is recognized ratably over the subscription period beginning on the date the subscription is made available to customers. Substantially all subscription contracts are one year. We recognize revenue from on-boarding services and equipment as the services are provided. Amounts billed that have not yet met the applicable revenue recognition criteria are recorded as deferred revenue. For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers several factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered. Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the “expected value” method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized. The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. As a result, the Company accrues the costs of shipping and handling when the related revenue is recognized. Costs incurred for shipping and handling are included in costs of goods sold on the Consolidated Statements of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statements of Operations. |
Advertising Costs | Advertising costs are reported in selling, general and administrative expenses and include advertising, marketing and promotional programs and are charged as expenses in the year in which they are incurred. Advertising costs were $132,094 and $56,376 for the three months ended March 31, 2022 and 2021, respectively. |
Accounting For Derivative Instruments | The Company accounts for derivative instruments in accordance with ASC 815 “Derivatives and Hedging”, 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. |
Financial Instruments With Down Round Features | The Company follows the guidance of FASB ASU 2017-11, “Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); and Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. ASU 2017-11 simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downround adjustment of the current exercise price based on the price of the future equity offerings. The standard requires companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for the purposes of determining liability of equity classification. Companies that provide earning per share (“EPS”) data will adjust their diluted EPS calculation for the effect of the feature when triggered (i.e. when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. |
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. |
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 share-based compensation costs in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires companies to measure the cost of awards of equity instruments, including stock options and restricted stock awards, based on the grant-date fair value of the award and to recognize it as compensation expense over the employee’s requisite service period or the non-employee’s vesting period. An employee’s requisite service period is the period of time over which an employee must provide service in exchange for an award under a share-based payment arrangement and generally is presumed to be the vesting period. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional paid in capital, is recorded as an increase to share capital. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model. The Company estimates the fair value of its common stock using the closing stock price of its common stock on the option grant date. The Company estimates the volatility of its common stock at the date of grant based on its historical stock prices. 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 fair value of shares of restricted stock issued are determined by the Company based on the estimated fair value of the Company’s common stock. |
Beneficial Conversion Features And Warrants | The Company evaluates the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. The Company calculates the fair value of warrants with the convertible instruments using the Black-Scholes valuation model. Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. |
Leases | The Company adopted ASU No. 2016-02, Leases and a series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”). Topic 842 requires organizations to recognize right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The FASB retained the distinction between finance leases and operating leases, leaving the effect of leases in the statement of comprehensive income and the statement of cash flows largely unchanged from previous U.S. GAAP. The Company utilized the transition method allowed under ASU 2018-11 in which an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, if any. The Company determines, at contract inception, whether or not an arrangement contains a lease and evaluates the contract for classification as an operating or finance lease. For all leases, ROU assets and lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. If the Company’s lease does not provide an implicit rate in the contract, the Company uses its incremental, secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments. Any renewal periods are considered in the analysis of each lease to the extent that the Company considers them to be reasonably certain of being exercised. |
Related Party Transactions | The Company accounts for related party transactions in accordance with FASB ASC 850, Related Party Disclosures |
Reportable Segments | U.S. GAAP establishes standards for reporting financial and descriptive information about a company’s reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The chief operating decision maker is the Company’s Chief Executive Officer, who currently reviews the financial performance and the results of operations of the Company’s operating subsidiaries on a consolidated basis when making decisions about allocating resources and assessing performance of the Company. Accordingly, the Company currently considers itself to be in a single reporting segment for reporting purposes focused on the North American market. |
Recently Issued Accounting Pronouncements | In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU 2021-04). This guidance clarifies an issuer’s accounting for certain modifications of freestanding equity-classified written call options and provides a “principles-based” framework to determine whether an issuer should recognize the modification or exchange and an adjustment to equity or an expense. The Company is currently evaluating the potential impact ASU 2021-04 will have on our Consolidated Financial Statements. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for certain convertible instruments and contracts in an entity’s own equity. As a smaller reporting entity, this standard will become effective for fiscal years beginning after December 15, 2023, including interim periods within those years. The Company is currently evaluating the potential impact ASU 2020-06 will have on the Consolidated Financial Statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This guidance provides optional guidance related to reference rate reform, which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for borrowing instruments that use LIBOR as a reference rate and is effective upon issuance through December 31, 2022. The Company has performed an evaluation of and will continue to evaluate, through December 31, 2022, the impact of this ASU. This ASU does not currently and is not expected to have in the future, a material effect on the Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-11 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. This standard will become effective for interim and annual periods beginning after December 15, 2022 and earlier adoption is permitted. The Company is currently evaluating the potential impact the adoption of this ASU will have on the Condensed Consolidated Financial Statements. |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
COMMON STOCK (Tables) | |
Summary Of Stock Option Activity | 2022 Options Outstanding Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Balance Outstanding - January 1, 2022 32,275,000 $ 0.12 9.8 $ - Granted 300,000 $ 0.11 9.8 Exercised - - Forfeited - $ - Balance Outstanding - M arch 31, 2022 32,575,000 $ 0.12 9.5 $ - Exercisable - March 31, 2022 1,395,000 $ 0.24 6.4 $ - 2022 Nonvested Options Number of Options Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Nonvested - January 1, 2022 30,880,000 $ 9.9 2.6 Granted 300,000 $ 9.8 2.7 Vested $ - Forfeited/expired - Nonvested - March 31, 2022 31,180,000 $ 9.6 2.6 2022 Warrants Outstanding Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Outstanding – December 31, 2021 10,600,000 $ 0.23 4.40 $ 715,223 Granted Forfeited/expired - $ - Outstanding – March 31, 2022 10,600,000 $ 0.23 4.10 $ 715,223 |
Schedule Of Share Issuable Warrants | Type Issue Date Shares Exercise Price Expiration Investors 4/19/2021 1,300,000 $ 0.20 4/19/2026 Investors 4/19/2021 1,300,000 $ 0.25 4/19/2026 Investors 4/22/2021 1,300,000 $ 0.20 4/22/2026 Investors 4/22/2021 1,300,000 $ 0.25 4/22/2026 Investors 4/30/2021 650,000 $ 0.20 4/30/2026 Investors 4/30/2021 650,000 $ 0.25 4/30/2026 Investors 5/4/2021 650,000 $ 0.20 5/4/2026 Investors 5/4/2021 650,000 $ 0.25 5/4/2026 Investors 5/19/2021 650,000 $ 0.20 5/19/2026 Investors 5/19/2021 650,000 $ 0.25 5/16/2026 Investors 8/31/2021 1,500,000 $ 0.25 8/31/2026 Total 10,600,000 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Schedule Of Goodwill | Total Balance at December 31, 2021 $ 1,484,966 2022 Acquisitions - Balance at March 31, 2022 $ 1,484,966 |
Schedule Of Amortization Of Intangible Assets | Gross Carrying Amount Impairment Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Capitalized software $ 2,724,678 $ - $ (2,131,897 ) $ 592,781 Customer relationships 3,713,434 - (643,560 ) 3,069,874 Acquired technology 1,527,186 - (1,249,220 ) 277,966 Total definite-lived intangible assets at December 31, 2021 7,965,297 - (4,024,677 ) 3,940,621 Capitalized software 2,787,974 - (2,226,049 ) 561,925 Customer relationships 3,713,434 - (823,433 ) 2,890,001 Acquired technology 1,527,186 - (1,367,152 ) 160,034 Total definite-lived intangible assets at March 31, 2022 $ 8,028,594 $ - $ (4,416,634 ) $ 3,611,960 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Summary Of Lease Commitments | Lease Commitments as of 03/31/2022 Less than 1 year 1-3 years 3-5 years Total $ 288,086 $ 755,353 $ 482,328 $ 1,525,767 |
Schedule Of Components Of Lease Investments | Undiscounted minimum lease commitments $ 1,525,767 Present value adjustment using incremental borrowing rate (447,028 ) Lease liabilities $ 1,078,739 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SEGMENT INFORMATION (Tables) | |
Revenue Segment | For the Three Months Ended March 31 2022 % 2021 % % Change Revenue: Subscription software and services $ 1,856,595 91 % $ 587,851 84 % 216 % Professional services and other 187,294 9 % 116,150 16 % 61 % $ 2,043,889 100 % $ 704,001 100 % 190 % |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Accumulated Deficit | $ (84,337,498) | $ (82,795,263) |
Working Capital Deficit | (2,183,076) | |
Loss From Operations | $ (996,553) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Allowance For Doubtful Accounts | $ 36,000 | $ 36,000 | |
Fdic Insured Limit | 250,000 | ||
Advertising Costs | $ 132,094 | $ 56,376 | |
Revenue , Description | The Company’s secondary source of revenue is professional services and other revenue related to customer onboarding, IT services and equipment sales that often precede a subscription service offering purchased by the customer. Approximately 90% of our revenue is subscription based with the remainder being professional services and other IT related revenue. The geographic concentration of our revenue is 100% in North America. | ||
Computers and office equipment [Member] | |||
Estimated Useful Life | 3 years | ||
Furniture and Fixtures [Member] | |||
Estimated Useful Life | 7 years |
NOTES PAYABLE AND DERIVATIVE _2
NOTES PAYABLE AND DERIVATIVE LIABILITY (Details Narrative) - USD ($) | Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | May 31, 2021 | Apr. 30, 2021 | Dec. 31, 2021 |
Convertible Promissory Note [Member] | ||||||
Interest Rate | 12.00% | |||||
Convertible Promissory Note | $ 150,000 | |||||
Exchange Received | $ 150,000 | |||||
Restricted Shares, Issued | 780,000 | |||||
Warrant Issued | 2,600,000 | |||||
First Warrant Shares | 1,300,000 | |||||
Other Warrant Shares | 1,300,000 | |||||
Warrant Term | 5 years | |||||
Common Stock Conversion Percentage | 4.99% | |||||
Convertible promissory note Two [Member] | ||||||
Interest Rate | 12.00% | |||||
Convertible Promissory Note | $ 350,000 | |||||
Exchange Received | $ 350,000 | |||||
Common Stock Conversion Percentage | 4.99% | |||||
Convertible Promissory Note Three [Member] | ||||||
Interest Rate | 12.00% | |||||
Convertible Promissory Note | $ 500,000 | |||||
Exchange Received | $ 500,000 | |||||
Restricted Shares, Issued | 788,000 | |||||
Warrant Issued | 2,600,000 | |||||
First Warrant Shares | 1,300,000 | |||||
Other Warrant Shares | 1,300,000 | |||||
Warrant Term | 5 years | |||||
Common Stock Conversion Percentage | 4.99% | |||||
Converted Outstanding Principal | $ 125,000 | |||||
Common Stock Shares | 1,250,000 | |||||
Convertible Promissory Note Four [Member] | ||||||
Interest Rate | 12.00% | |||||
Convertible Promissory Note | $ 250,000 | |||||
Exchange Received | $ 245,000 | |||||
Restricted Shares, Issued | 390,000 | |||||
Warrant Issued | 1,300,000 | |||||
First Warrant Shares | 650,000 | |||||
Other Warrant Shares | 650,000 | |||||
Warrant Term | 5 years | |||||
Common Stock Conversion Percentage | 4.99% | |||||
Converted Outstanding Principal | $ 35,000 | |||||
Common Stock Shares | 350,000 | |||||
Convertible Promissory Note Nine [Member] | ||||||
Interest Rate | 17.50% | |||||
Convertible Promissory Note | $ 2,000,000 | |||||
Exchange Received | 1,970,000 | |||||
Maintaining Minimum Cash Balance | $ 150,000 | |||||
Convertible Promissory Note Five[Member] | ||||||
Interest Rate | 12.00% | |||||
Convertible Promissory Note | $ 250,000 | |||||
Exchange Received | $ 230,000 | |||||
Restricted Shares, Issued | 390,000 | |||||
Warrant Issued | 1,300,000 | |||||
First Warrant Shares | 650,000 | |||||
Other Warrant Shares | 650,000 | |||||
Warrant Term | 5 years | |||||
Common Stock Conversion Percentage | 4.99% | |||||
Converted Outstanding Principal | $ 28,846 | |||||
Common Stock Shares | 288,463 | |||||
Convertible Promissory Note Seven [Member] | ||||||
Interest Rate | 15.00% | |||||
Convertible Promissory Note | $ 1,000,000 | $ 500,000 | ||||
Restricted Shares, Issued | 1,000,000 | |||||
Warrant Issued | 1,500,000 | |||||
Warrant Term | 5 years | |||||
Convertible Promissory Note Eight [Member] | ||||||
Finance Agreement Payment | $ 40,071 | |||||
Payments Of Principle And Interest | $ 791 | |||||
Convertible Promissory Note Six [Member] | ||||||
Interest Rate | 12.00% | |||||
Convertible Promissory Note | $ 250,000 | |||||
Exchange Received | $ 248,000 | |||||
Restricted Shares, Issued | 390,000 | |||||
Warrant Issued | 1,300,000 | |||||
First Warrant Shares | 650,000 | |||||
Other Warrant Shares | 650,000 | |||||
Warrant Term | 5 years | |||||
Common Stock Conversion Percentage | 4.99% |
COMMON STOCK (Details)
COMMON STOCK (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Options Outstanding | |
Number Of Options/warrants Outstanding, Beginning | shares | 32,275,000 |
Number Of Options/warrants Outstanding, Granted | shares | 300,000 |
Number Of Options/warrants Outstanding, Ending | shares | 32,575,000 |
Number Of Options Outstanding, Exercisable Ending | shares | 1,395,000 |
Weighted Average Exercise Price, Beginning | $ 0.12 |
Weighted Average Exercise Price, Granted | 0.11 |
Weighted Average Exercise Price, Exercised | 0 |
Weighted Average Exercise Price, Forfeited | 0 |
Weighted Average Exercise Price, Ending | 0.12 |
Weighted Average Exercise Price, Exercisable | $ 0.24 |
Weighted Average Remaining Contractual Term In Years, Beginning | 9 years 9 months 18 days |
Weighted Average Remaining Contractual Term In Years, Granted | 9 years 9 months 18 days |
Weighted Average Remaining Contractual Term In Years, Exercised | 0 years |
Weighted Average Remaining Contractual Term In Years, Ending | 9 years 6 months |
Weighted Average Remaining Contractual Term In Years, Exercisable Ending | 6 years 4 months 24 days |
Aggregate Intrinsic Value, Beginning | $ | $ 0 |
Aggregate Intrinsic Value, Ending | $ | 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
Nonvested Options | |
Number Of Options Nonvested, Beginning | shares | 30,880,000 |
Number Of Options Nonvested, Granted | shares | 300,000 |
Number Of Options Nonvested, Vested | shares | 0 |
Number Of Options Nonvested, Forfeited/expired | shares | 0 |
Number Of Options Nonvested, Ending | shares | 31,180,000 |
Weighted Average Grant Date Fair Value Nonvested, Beginning | $ 9.9 |
Weighted Average Grant Date Fair Value Nonvested, Granted | 9.8 |
Weighted Average Grant Date Fair Value Nonvested, Vested | 0 |
Weighted Average Grant Date Fair Value Nonvested, Ending | $ 9.6 |
Weighted Average Remaining Years To Vest Nonvested, Beginning | 2 years 7 months 6 days |
Weighted Average Remaining Years To Vest Nonvested, Granted | 2 years 8 months 12 days |
Weighted Average Remaining Years To Vest Nonvested, Ending | 2 years 7 months 6 days |
COMMON STOCK (Details 1 )
COMMON STOCK (Details 1 ) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Investors [Member] | |
Shares Issued, Warrants | shares | 1,300,000 |
Expiration Date | Apr. 19, 2026 |
Exercise Price, Per Share | $ / shares | $ 0.20 |
Issued Date | Apr. 19, 2021 |
Investors 1 [Member] | |
Shares Issued, Warrants | shares | 1,300,000 |
Expiration Date | Apr. 19, 2026 |
Exercise Price, Per Share | $ / shares | $ 0.25 |
Issued Date | Apr. 19, 2021 |
Investors 2 [Member] | |
Shares Issued, Warrants | shares | 1,300,000 |
Expiration Date | Apr. 22, 2026 |
Exercise Price, Per Share | $ / shares | $ 0.20 |
Issued Date | Apr. 22, 2021 |
Investor 3 [Member] | |
Shares Issued, Warrants | shares | 1,300,000 |
Expiration Date | Apr. 22, 2026 |
Exercise Price, Per Share | $ / shares | $ 0.25 |
Issued Date | Apr. 22, 2021 |
Investors 4 [Member] | |
Shares Issued, Warrants | shares | 650,000 |
Expiration Date | Apr. 30, 2026 |
Exercise Price, Per Share | $ / shares | $ 0.20 |
Issued Date | Apr. 30, 2021 |
Investors 5 [Member] | |
Shares Issued, Warrants | shares | 650,000 |
Expiration Date | Apr. 30, 2026 |
Exercise Price, Per Share | $ / shares | $ 0.25 |
Issued Date | Apr. 30, 2021 |
Investors 6 [Member] | |
Shares Issued, Warrants | shares | 650,000 |
Expiration Date | May 4, 2026 |
Exercise Price, Per Share | $ / shares | $ 0.20 |
Issued Date | May 4, 2021 |
Investors 7 [Member] | |
Shares Issued, Warrants | shares | 650,000 |
Expiration Date | May 4, 2026 |
Exercise Price, Per Share | $ / shares | $ 0.25 |
Issued Date | May 4, 2021 |
Investors 8 [Member] | |
Shares Issued, Warrants | shares | 650,000 |
Expiration Date | May 19, 2026 |
Exercise Price, Per Share | $ / shares | $ 0.20 |
Issued Date | May 19, 2021 |
Investors 9 [Member] | |
Shares Issued, Warrants | shares | 650,000 |
Expiration Date | May 16, 2026 |
Exercise Price, Per Share | $ / shares | $ 0.25 |
Issued Date | May 19, 2021 |
Investors 10 [Member] | |
Shares Issued, Warrants | shares | 1,500,000 |
Expiration Date | Aug. 31, 2026 |
Exercise Price, Per Share | $ / shares | $ 0.25 |
Issued Date | Aug. 31, 2021 |
COMMON STOCK (Details 2)
COMMON STOCK (Details 2) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
COMMON STOCK | |
Number Of Warrants Outstanding, Beginning | shares | 10,600,000 |
Number Of Warrants Outstanding, Ending | shares | 10,600,000 |
Weighted Average Exercise Price Of Warrants, Beginning | $ 0.23 |
Weighted Average Exercise Price Of Warrants, Granted | 0 |
Weighted Average Exercise Price Of Warrants, Ending | $ 0.23 |
Weighted Average Remaining Life Of Warrants In Years, Beggining | 4 years 4 months 24 days |
Weighted Average Remaining Life Of Warrants In Years, Ending | 4 years 1 month 6 days |
Aggregate Intrinsic Value Of Warrants, Beggining | $ | $ 715,223 |
Aggregate Intrinsic Value Of Warrants, Ending | $ | $ 715,223 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 | Mar. 31, 2022 | Mar. 29, 2021 |
Common Stock Shares Issued For Cash, Shares | 4,722,844 | |||
Common Stock Shares Issued For Cash, Value | $ 350,000 | |||
Common Stock Warrants [Member] | ||||
Common Shares Issuable Upon Exercise Of The Common Stock Warrants | 10,600,000 | |||
Restricted Stock Compensation [Member] | 2020 Service [Member] | Chief Executive Officers [Member] | ||||
Restricted Shares Of Common Stock Issued For Bonus, Shares | 1,300,000 | |||
January 2021 [Member] | Equity Line of Credit [Member] | ||||
Common Stockissued For Commitment Fee On Note, Shares | 250,000 | |||
Common Stock Shares | 5,000,000 | |||
Purchase Price, Description | The purchase price of the stock will be at 75% of the lowest individual daily weight average price of the past five (5) trading days with the amount to be drawn down as the lesser of $250,000 or 300% of the average shares traded for the ten (10) days prior to the Closing Request Date with a minimum $25,000 put allowance | |||
January 2022 [Member] | Equity Line of Credit [Member] | ||||
Common Stock Shares | 4,772,844 | |||
Equity Line Of Credit Of Aggregate Amount | $ 350,000 | |||
Equity Line Of Credit After Draw | $ 5,000,000 | $ 4,650,000 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) | |
Balance, Beginning | $ 1,484,966 |
Acquisition | 0 |
Balance, Ending | $ 1,484,966 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Gross Carrying Amount | $ 8,028,594 | $ 7,965,297 |
Impairment | 0 | 0 |
Accumulated Amortization | (4,416,634) | (4,024,677) |
Net Carrying Amount | 3,611,960 | 592,781 |
Capitalized Software [Member] | ||
Gross Carrying Amount | 2,787,974 | 2,724,678 |
Impairment | 0 | 0 |
Accumulated Amortization | (2,226,049) | (2,131,897) |
Net Carrying Amount | 561,925 | 592,781 |
Customer Relationships [Member] | ||
Gross Carrying Amount | 3,713,434 | 3,713,434 |
Impairment | 0 | 0 |
Accumulated Amortization | (823,433) | (643,560) |
Net Carrying Amount | 2,890,001 | 3,069,874 |
Acquired Technology [Member] | ||
Gross Carrying Amount | 1,527,186 | 1,527,186 |
Impairment | 0 | 0 |
Accumulated Amortization | (1,367,152) | (1,249,220) |
Net Carrying Amount | $ 160,034 | $ 277,966 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) | |
Amortization Expense Of Intangible Assets | $ 391,957 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Mar. 31, 2022USD ($) |
Lease Commitments | $ 1,525,767 |
1-3 years [Member] | |
Lease Commitments | 755,353 |
3-5 years [Member] | |
Lease Commitments | $ 482,328 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - Lease [Member] | Mar. 31, 2022USD ($) |
Undiscounted Minimum Lease Commitments | $ 1,525,767 |
Present Value Adjustment Using Incremental Borrowing Rate | (447,028) |
Lease Liabilities | $ 1,078,739 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 15, 2017 | Mar. 31, 2022 | Dec. 31, 2020 | Aug. 24, 2021 | |
Obliged Liabilities Due To Lender | $ 863,274 | |||
Credit Card Obligations | $ 28,577 | |||
Employment agreement [Member] | Robert McDermott [Member] | ||||
Restricted Shares Issued/awarded As Bonus | 600,000 | |||
July 1, 2018 [Member] | Employment agreement [Member] | Robert McDermott [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 18,000,000 | |||
Annual Base Salary | $ 295,000 | |||
December 16, 2022 [Member] | Employment agreement [Member] | Robert McDermott [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 4,500,000 | |||
December 16, 2022 [Member] | Employment agreement [Member] | Mr. Jeffrey Stellinga [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 666,666 | |||
Annual Base Salary | $ 157,500 | |||
December 16, 2022 [Member] | Fidanza 2018 Agreement [Member] | David Fidanza [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 750,000 | |||
Annual Base Salary | $ 176,555 | |||
Description For The Termination Of Agreement | due to a change in control Mr. Fidanza will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination | |||
December 16, 2022 [Member] | Chakravarthi 2018 Agreement [Member] | Murali Chakravarthi [Member] | ||||
Annual Base Salary | $ 176,555 | |||
Description For The Termination Of Agreement | due to a change in control Mr. Chakravarthi will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination | |||
December 16, 2023 [Member] | Employment agreement [Member] | Robert McDermott [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 45,000,000 | |||
December 16, 2023 [Member] | Employment agreement [Member] | Mr. Jeffrey Stellinga [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 666,666 | |||
December 16, 2023 [Member] | Fidanza 2018 Agreement [Member] | David Fidanza [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 750,000 | |||
Annual Base Salary | $ 190,000 | |||
December 16, 2023 [Member] | Chakravarthi 2018 Agreement [Member] | Murali Chakravarthi [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 750,000 | |||
December 16, 2024 [Member] | Employment agreement [Member] | Robert McDermott [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 45,000,000 | |||
December 16, 2024 [Member] | Employment agreement [Member] | Mr. Jeffrey Stellinga [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 666,668 | |||
December 16, 2024 [Member] | Fidanza 2018 Agreement [Member] | David Fidanza [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 750,000 | |||
December 16, 2024 [Member] | Chakravarthi 2018 Agreement [Member] | Murali Chakravarthi [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 750,000 | |||
December 16, 2025 [Member] | Employment agreement [Member] | Robert McDermott [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 4,500,000 | |||
December 16, 2025 [Member] | Fidanza 2018 Agreement [Member] | David Fidanza [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 750,000 | |||
December 16, 2025 [Member] | Chakravarthi 2018 Agreement [Member] | Murali Chakravarthi [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 750,000 | |||
September 7, 2022 [Member] | Employment agreement [Member] | Archit Shah [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 960,000 | |||
Annual Base Salary | $ 242,500 | |||
September 7, 2023 [Member] | Employment agreement [Member] | Archit Shah [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 960,000 | |||
Annual Base Salary | $ 255,000 | |||
September 7, 2024 [Member] | Employment agreement [Member] | Archit Shah [Member] | ||||
Common Stock Shares Issuable Upon Exercise Of Stock Options Vested | 960,000 | |||
December 16, 2021 [Member] | Employment agreement [Member] | Mr. Jeffrey Stellinga [Member] | ||||
Annual Base Salary | $ 150,000 | |||
December 16, 2021 [Member] | Fidanza 2018 Agreement [Member] | David Fidanza [Member] | ||||
Annual Base Salary | 165,000 | |||
December 16, 2021 [Member] | Chakravarthi 2018 Agreement [Member] | Murali Chakravarthi [Member] | ||||
Annual Base Salary | 165,000 | |||
August 18, 2021 [Member] | Employment agreement [Member] | Archit Shah [Member] | ||||
Annual Base Salary | 232,500 | |||
Lease [Member] | ||||
Undiscounted Minimum Lease Commitments | 1,595,260 | |||
Cash Paid Measurement Of Lease Liabilities | 27,944 | |||
Lease Costs | $ 52,867 | |||
Lease Agreement Description | the Company signed a three-year lease agreement for approximately 4,100 square feet of office space located in Winter Garden | |||
Lease Agreement [Member] | November 15, 2017 [Member] | ||||
Term Of Lease Agreement | An amendment to this lease was signed on October 26, 2020 which extended the lease term through October 31, 2021 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Total Revenue Percentage | 10.00% | |
Fdic Insured Limit | $ 250,000 | |
Customers [Member] | ||
Percentage Of Accounts Receivable | 51.00% | 33.00% |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total [Member] | ||
Revenues: | ||
Total Revenue | $ 2,043,889 | $ 704,001 |
Revenue Percentages | 100.00% | 100.00% |
Total Change In Revenue, Percentage | 190.00% | |
Revenue Segment [Member] | ||
Revenues: | ||
Subscription Software And Services | $ 1,856,595 | $ 587,851 |
Subscription Software And Services, Percentage | 91.00% | 84.00% |
Professional Services And Other | $ 187,294 | $ 116,150 |
Professional Services And Other, Percentage | 9.00% | 16.00% |
Subscription Software And Services Change | 216.00% | |
Professional Services And Other Changes, Percentage | 61.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Chief Executive Officer [Member] | ||
Related Party Transaction Incurred | $ 497,309 | $ 78,520 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Apr. 30, 2022USD ($) |
Promissory Note Two [Member] | |
Interest Charge, Per Annum | 14.00% |
Secured Promissory Note | $ 50,000 |
Promissory Note One [Member] | |
Interest Charge, Per Annum | 14.00% |
Secured Promissory Note | $ 300,000 |